1. Scope of Application

1.1 These General Terms and Conditions of Purchase (the "Terms") apply to all contracts for the purchase,

acquisition, trading, delivery and, where applicable, processing, sorting, recycling, recovery, testing, analysis,

storage, transport or related services concerning Primary Raw Materials, Secondary Raw Materials and other

Materials, as well as any ancillary goods, works and services, between AURAC Asia Limited ("Purchaser") and

the supplier ("Supplier").

1.2 These Terms apply to each Purchase Order issued by Purchaser that refers to these Terms or otherwise

makes them available to Supplier before or at the time of contract formation. Supplier acknowledges that

Purchaser issues Purchase Orders exclusively on the basis of these Terms, unless Purchaser expressly agrees

otherwise in writing.

1.3 Conflicting, additional or deviating terms of Supplier shall not apply, regardless of whether they are attached to

or referenced in any quotation, acknowledgement, confirmation, delivery note, invoice, electronic platform

message or other document. Purchaser's receipt of deliveries, performance, documents or invoices, payment or

silence shall not constitute acceptance of Supplier's terms.

1.4 Purchaser's Supplier Code of Conduct and any policies expressly referenced in the Purchase Order or made

reasonably available to Supplier form part of the Contract in the version applicable on the date of the Purchase

Order. Updates to such policies apply to future Purchase Orders. Updates apply to existing Contracts only to the

extent required by Applicable Laws, expressly agreed by Supplier, or not materially increasing Supplier's cost, risk

or operational burden.

1.5 In the event of conflict, individually negotiated terms expressly agreed in writing by Purchaser prevail over

these Terms. Otherwise, the order of precedence is: (i) any master or individually negotiated agreement signed by

both parties; (ii) the Purchase Order including its schedules; (iii) these Terms; (iv) Purchaser's specifications,

drawings, quality standards, compliance requirements and policies; and (v) Supplier's quotation, excluding

Supplier's standard terms.

2. Definitions

2.1 "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under

common control with that party.

2.2 "Applicable Laws" means all laws, ordinances, regulations, sanctions, export control rules, customs rules,

waste shipment rules, environmental laws, product safety laws, anti-bribery laws, human rights and supply-chain

laws applicable to Supplier, Purchaser, the Materials, the place of origin, collection, processing, storage,

shipment, transit, delivery, destination or use.

2.3 "Business Day" means any day other than a Saturday, Sunday or public holiday in Hong Kong.

2.4 "Contract" means the contract formed between Purchaser and Supplier in accordance with these Terms,

including the applicable Purchase Order and all documents incorporated by reference.

2.5 "Deliverables" means all Materials, goods, works, services, samples, software, documentation, reports, data,

certificates, test results, analyses and other items to be supplied by Supplier under a Contract.

2.6 "Excluded Territory" means the United States of America, including its territories and possessions.

2.7 "Materials" means Primary Raw Materials, Secondary Raw Materials and any other commodities, metals,

minerals, concentrates, ores, scrap, residues, recyclates, by-products, semi-finished materials, samples and

related deliverables supplied under a Contract.

2.8 "Primary Raw Materials" means raw materials obtained from extraction, mining, harvesting, production or

other primary sources.

2.9 "Purchase Order" means Purchaser's written or electronic order, purchase order, call-off, release, schedule or

other procurement instruction issued to Supplier.

2.10 "Secondary Raw Materials" means materials obtained from recycling, recovery, reprocessing, sorting,

dismantling, industrial by-products, manufacturing scrap, end-of-life products or other secondary sources, whether

or not such materials qualify as waste, by-products or end-of-waste materials under Applicable Laws.

2.11 "Specifications" means the agreed grade, composition, quality, quantity, tolerance, moisture limit, impurity

limit, contamination limit, origin, documentation, packaging, labelling, technical, safety, environmental, assay and

other requirements applicable to the Deliverables.

2.12 "Supplier Personnel" means Supplier's employees, directors, officers, agents, subcontractors, carriers,

brokers, upstream suppliers, consultants and other persons engaged by Supplier in connection with a Contract.

2.13 "Work Results" means all results specifically created for Purchaser under a Contract, including designs,

drawings, software, documentation, reports, data, databases, models, tools, moulds, tooling, analyses, test

methods and other work products.

3. Offers, Formation of Contract and Order Confirmation

3.1 Offers made by Supplier are binding and, unless otherwise stated, valid for two (2) weeks from receipt by

Purchaser.

3.2 A Purchase Order constitutes Purchaser's offer to contract on these Terms. Supplier accepts the Purchase

Order by written confirmation, electronic acceptance, commencement of performance, dispatch of Deliverables or

other conduct objectively indicating acceptance.

3.3 Until acceptance by Supplier, Purchaser may revoke, amend or replace its Purchase Order at any time.

3.4 Any purported acceptance by Supplier that includes or refers to Supplier's standard terms shall be deemed an

acceptance of the Purchase Order without such terms, unless Purchaser expressly agrees to the variation in

writing. Any acknowledgement, confirmation or invoice purporting to vary these Terms shall have no effect unless

expressly accepted in writing by Purchaser.

3.5 Supplier shall confirm each Purchase Order within the period requested by Purchaser. Failure to confirm

within such period does not prevent contract formation by Supplier's conduct under Clause 3.2.

4. Prices, Taxes and Payment

4.1 Unless otherwise stated in the Purchase Order, prices are fixed and include all costs, charges, packaging,

insurance, loading, transport, export formalities, customs formalities, duties, fees and other amounts payable by

Supplier under the applicable Incoterms(R) 2020 rule and the Contract.

4.2 Any VAT, GST, sales tax or similar indirect tax chargeable to Purchaser under Applicable Laws shall be

shown separately on a valid tax invoice. Supplier shall be responsible for taxes, levies, customs duties, charges

and formalities within Supplier's responsibility under the Contract, the applicable Incoterms(R) rule and Applicable

Laws.

4.3 Payment shall be made after complete and conforming receipt of the Deliverables, receipt of all required

documents, completion of any agreed inspection, sampling or assay process, receipt of final accepted net dry

weight and assay results where applicable, and receipt of a valid invoice. Unless otherwise agreed, payment shall

be made either within fourteen (14) days with a three percent (3%) early payment discount or within thirty (30)

days net.

4.4 Purchaser may take the early payment discount even where Purchaser sets off claims, withholds disputed

amounts, retains payments due to non-conformity or missing documents, or exercises any contractual remedy.

Payment does not constitute acceptance, waiver, acknowledgement of conformity or release of Supplier.

4.5 Purchaser may withhold payment in whole or in part where Deliverables are non-conforming, contaminated,

unlawfully sourced, incorrectly classified, unlawfully shipped, incomplete, undocumented, subject to third-party

claims, or otherwise affected by a material compliance, title, quality or delivery issue.

4.6 If an unforeseeable event beyond the reasonable control of the parties causes a material change in the

economic basis of a Contract and increases Supplier's direct cost of performance by more than ten percent

(10%), either party may request good-faith negotiations. If no agreement is reached within ten (10) Business

Days, Purchaser may terminate the affected Purchase Order without liability for anticipated profits, provided that

Purchaser shall pay for conforming Deliverables properly supplied before termination.

5. Delivery Dates, Delays and Cover Purchase

5.1 Agreed delivery dates, performance dates, collection dates, shipping windows and document delivery dates

are binding. Time is of the essence unless Purchaser expressly agrees otherwise in writing.

5.2 Supplier shall notify Purchaser immediately in writing of any actual or threatened delay, stating the reasons,

expected duration, affected quantities, mitigation measures and revised delivery plan. Such notification does not

release Supplier from liability.

5.3 Supplier is liable for all losses, damages, costs and expenses arising from delay, including replacement

procurement costs, cover purchase costs, price differences, transport costs, expedited freight, storage,

demurrage, testing costs, administrative costs, legal fees and customer claims.

5.4 If Supplier fails to meet an agreed delivery or performance date, Supplier shall pay liquidated damages at the

rate of 0.1 percent of the value of the delayed Deliverables for each Business Day of delay, capped at 5 percent

of the relevant Purchase Order value. The parties acknowledge that timely delivery is of material commercial

importance to Purchaser, including for supply continuity, trading commitments, customer commitments, inventory

management, price exposure and replacement sourcing. The liquidated damages represent a reasonable and

proportionate protection of Purchaser's legitimate interest in timely performance and are not intended to operate

as a penalty.

5.5 Purchaser may claim damages exceeding the liquidated damages to the extent permitted by Applicable Laws,

provided that any liquidated damages paid shall be credited against such damages. Liquidated damages shall not

accrue to the extent Supplier proves that the delay was directly caused by a Force Majeure Event and Supplier

complied with its notice and mitigation obligations under Clause 25.

5.6 If Supplier fails to deliver conforming Deliverables on time, delivers non-conforming Deliverables, fails to

provide required documents or otherwise materially breaches the Contract, Purchaser may purchase substitute

materials or services from third parties. Supplier shall reimburse Purchaser for all additional costs, including any

price difference, transport costs, inspection costs, expedited freight, storage, demurrage, administrative costs and

reasonable legal fees. Purchaser's right to cover purchase is without prejudice to liquidated damages, termination

rights, indemnities and any other rights or remedies.

6. Incoterms, Place of Delivery, Shipping Documents and Packaging

6.1 Unless otherwise stated in the Purchase Order, delivery shall be DDP Incoterms(R) 2020 to the place named

in the Purchase Order. If DDP is not legally or operationally feasible, delivery shall be DAP Incoterms(R) 2020 to

the place named by Purchaser, unless Purchaser expressly agrees another Incoterms(R) rule in writing.

6.2 Supplier shall remain responsible for all export clearance, shipment documentation, certificates of origin,

customs classification, waste shipment documents, permits, consents, licences and other documents required up

to delivery, unless expressly agreed otherwise in the Purchase Order.

6.3 Unless otherwise agreed, delivery shall be made to the delivery address indicated in the Purchase Order.

Where Supplier arranges carriage, Supplier shall select suitable, lawful and cost-effective freight conditions and

shall prepare all transport documents accurately and completely.

6.4 Each delivery shall include shipping documents indicating the Purchase Order number, order date, line item

numbers, quantity, weight, origin, classification, transport route and, where applicable, waste shipment, export

control, customs and safety information. Electronic delivery documentation is preferred where legally permissible.

6.5 Supplier shall comply with all legal requirements relating to delivery, transport, packaging, marking and

labelling, including all applicable local, foreign, transit and destination-country regulations. Non-applicable labels

must be removed. Packaging material shall be limited to what is necessary and shall be safe, suitable and clearly

labelled.

6.6 Supplier is liable for all damage, contamination, delay, rejection, seizure, regulatory action or loss caused by

insufficient, faulty, unlawful or misleading packaging, marking, labelling or documentation.

6.7 Packaging becomes the property of Purchaser or, at Purchaser's option, shall be taken back by Supplier free

of charge. Packaging costs will be reimbursed only if expressly agreed in the Purchase Order.

6.8 The use of packaging materials classified as hazardous, restricted or special waste under Applicable Laws is

not permitted unless expressly approved by Purchaser in writing. If such materials are delivered without approval,Purchaser may return them at Supplier's expense, require Supplier to collect them, or dispose of them properly at Supplier's cost.

7. Transfer of Risk and Title

7.1 Risk of loss or damage shall pass to Purchaser in accordance with the agreed Incoterms(R) 2020 rule,

provided that risk shall not pass before physical delivery at the named place and a reasonable opportunity for

Purchaser to inspect the Deliverables where inspection or acceptance is required.

7.2 Risk in non-conforming, contaminated, incorrectly classified, unlawfully sourced, unlawfully shipped,

incomplete or undocumented Deliverables remains with Supplier until Purchaser expressly accepts such

Deliverables in writing.

7.3 Title to the Deliverables shall pass to Purchaser upon the earlier of physical delivery at the named place,

payment, or acceptance where acceptance is expressly required, free from any retention of title, lien, charge,

pledge, encumbrance or third-party right. Any retention-of-title rights asserted by Supplier or its upstream

suppliers are excluded.

7.4 Supplier warrants that it has full right, title and authority to sell and transfer the Deliverables and that no third

party has any ownership, security, retention-of-title, seizure, confiscation, tracing or recovery claim in respect of

the Deliverables.

8. Materials Classification, Origin and Chain of Title

8.1 Supplier represents and warrants that all Materials supplied under a Contract conform strictly to the agreed

Specifications, including grade, composition, quality, quantity, moisture limits, impurity limits, contamination limits,

origin requirements and documentation requirements.

8.2 Supplier represents and warrants that all Materials are lawfully sourced, collected, extracted, produced,

recycled, recovered, processed, stored, transported, exported, imported and supplied.

8.3 Supplier represents and warrants that all Materials are supplied with good and marketable title, free from any

lien, charge, retention of title, encumbrance, third-party right, seizure risk, confiscation risk or ownership dispute.

8.4 Supplier shall not supply Materials that are stolen, illegally mined, illegally exported, illegally imported,

unlawfully recycled, unlawfully collected, unlawfully obtained, subject to illegal waste shipment, connected with

forced labour or otherwise tainted by illegality.

8.5 Supplier shall not supply Materials that originate from, involve or benefit any sanctioned, restricted,

embargoed or prohibited person, entity, vessel, country, region, end-use or supply chain.

8.6 Supplier shall provide Purchaser with all documents reasonably required by Purchaser, including certificates

of origin, certificates of analysis, assay reports, weighbridge tickets, customs documents, export and import

licences, transport documents, safety data sheets, waste classification documents, end-of-waste evidence, chain-

of-custody records, supplier declarations and any other compliance documentation required under Applicable

Laws or the Purchase Order.

8.7 Supplier shall maintain complete records evidencing origin, chain of custody, lawful sourcing, ownership

chain, compliance status, classification, shipment and quality for at least ten (10) years after delivery, or longer if

required by Applicable Laws, and shall provide such records to Purchaser upon request.

9. Secondary Raw Materials, Waste, End-of-Waste and Shipment Compliance

9.1 Where Materials are or have been waste, scrap, residues, recyclates, by-products or materials derived from

waste streams, Supplier shall be solely responsible for determining, documenting and proving their correct legal

classification under Applicable Laws, including whether such Materials qualify as waste, hazardous waste, non-

hazardous waste, green-listed waste, by-products or end-of-waste materials.

9.2 Supplier shall not supply any Materials that are classified as hazardous waste, restricted waste, radioactive

material, contaminated material, illegally shipped waste or material subject to prior informed consent or other

shipment restrictions unless expressly approved by Purchaser in writing and unless all permits, notifications,

consents and documents required under Applicable Laws have been obtained before shipment.

9.3 Supplier shall provide Purchaser before dispatch with all classification codes and documents required for

lawful shipment, transit, import, export, storage, processing, use, resale or recovery of the Materials, including,

where applicable, Basel Convention codes, OECD codes, EU waste codes, Annex VII documents, notification

documents, prior informed consent documents, end-of-waste certificates and evidence of environmentally sound

management.

9.4 If any Materials are shipped from, to, within or through the European Union and are or may be classified as

waste, Supplier shall comply with all applicable EU and national waste shipment rules, including Regulation (EU)

2024/1157 on shipments of waste, Regulation (EC) No 1013/2006 to the extent applicable during any transitional

period, the Basel Convention, OECD rules and all national implementing rules.

9.5 Supplier shall be responsible for all notifications, consents, permits, Annex VII documents, movement

documents, electronic submissions, facility audits, recovery or disposal confirmations and other requirements

applicable to the shipment. Supplier shall not dispatch any Materials until all legally required approvals and

documents have been obtained and provided to Purchaser.

9.6 Supplier shall indemnify Purchaser against all losses, delays, storage costs, demurrage, seizure, confiscation,

fines, penalties, return shipment costs, disposal costs, treatment costs, legal fees and third-party claims arising

from incorrect classification, missing documents, illegal shipment, contamination or breach of waste shipment

laws.

9.7 Purchaser may reject, quarantine, return, dispose of or require Supplier to collect any Materials affected by

incorrect classification, missing documents, illegal shipment, contamination or regulatory concern, at Supplier's

risk and expense.

10. Quantity, Weight, Sampling, Assay and Quality

10.1 Excess, short or partial deliveries are not permitted unless expressly agreed by Purchaser. Quantities shall

be determined according to the measurements, weighing, sampling and assay procedures applied by Purchaser

or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser.

10.2 Unless otherwise agreed in the Purchase Order, quantity and quality shall be determined by Purchaser at the

place of delivery or by an independent laboratory, inspector or surveyor appointed or approved by Purchaser.

Purchaser's measurements, weights, sampling results and assay results shall be binding unless Supplier proves

manifest error.

10.3 Supplier shall provide representative samples, retain split samples and cooperate with all inspection,

weighing, sampling and assay procedures required by Purchaser. Supplier shall not manipulate, blend, dilute,

contaminate, mislabel or otherwise distort samples or Materials.

10.4 Where Materials are priced by weight, metal content, purity, moisture, grade or other analytical parameters,

payment shall be based on the final accepted net dry weight and final assay results after deductions for moisture,

impurities, contamination, penalties, treatment charges, refining charges and other agreed deductions.

10.5 Supplier warrants that the Deliverables comply with the Specifications, Purchase Order, agreed product

descriptions, samples, catalogue information, certificates, statements, advertising claims, Applicable Laws,

recognised industry standards and good industry practice.

10.6 Supplier warrants that the Materials are free from prohibited contamination, radioactive contamination,

hazardous substances, explosive materials, toxic substances, asbestos, mercury, excessive moisture, foreign

matter and any other impurities exceeding the Specifications or legal limits.

10.7 Supplier shall provide comprehensive documentation in English and, where expressly requested in the

Purchase Order, in German, free of charge. For chemicals, hazardous substances, waste-derived materials or

regulated materials, Supplier shall provide safety instructions, safety data sheets and all legally required

compliance documentation, including REACH/RoHS documentation where applicable to the Deliverables or

destination market.

10.8 Goods or Materials obtained from third parties must be carefully inspected by Supplier. Supplier may only

use reliable, lawful and compliant upstream suppliers and shall be responsible for the acts, omissions, breaches

and supply-chain failures of upstream suppliers.

10.9 Supplier shall ensure the availability of spare parts, wear parts or functionally equivalent successors for any

equipment, tooling or ancillary goods supplied to Purchaser for at least ten (10) years after the last delivery, unless the Purchase Order provides otherwise. Supplier shall give Purchaser at least twelve (12) months' written

notice of any end-of-life decision and shall offer a last-time-buy opportunity.

10.10 On reasonable prior notice and during normal business hours, Purchaser may audit Supplier's relevant

facilities, processes, quality records, compliance records, chain-of-custody records and shipment records,

including those of approved subcontractors or upstream suppliers to the extent Supplier can procure access, to

verify compliance with the Contract and Applicable Laws. Audits shall be conducted in a manner that minimises

disruption and respects confidentiality.

11. Inspection, Notification of Defects and Remedies

11.1 Purchaser shall inspect the Deliverables within a reasonable time after delivery, completion, receipt of

required documents and completion of any agreed sampling or assay process. Acceptance shall occur only upon

Purchaser's written acceptance or deemed acceptance where expressly agreed in the Purchase Order.

11.2 Obvious defects and quantity deviations shall be notified within four (4) weeks after delivery or completion of

the relevant inspection, sampling or assay process, whichever is later. Hidden defects shall be notified without

undue delay after discovery. Purchaser's rights in respect of fraud, wilful concealment, defects not reasonably

discoverable by ordinary inspection, title defects, compliance defects, documentation defects and regulatory

defects remain unaffected.

11.3 Purchaser may require Supplier, at Purchaser's option, to repair, replace, re-perform, sort, clean, reclassify,

redocument, collect, return, dispose of or otherwise remedy defective or non-conforming Deliverables within a

reasonable period specified by Purchaser.

11.4 If Supplier fails to remedy within the specified period, or in urgent cases where delay would create material

commercial, safety, regulatory, environmental or customer risk, Purchaser may remedy the defect itself or through

third parties at Supplier's cost.

11.5 Further rights and remedies, including rejection, price reduction, damages, cover purchase, indemnity,

rescission, termination and injunctive relief, remain unaffected.

11.6 The contractual warranty period is thirty-six (36) months from delivery or, where acceptance is agreed, from

acceptance. Longer mandatory or contractual warranty or limitation periods remain unaffected and take

precedence.

11.7 Repaired, replaced, re-performed or otherwise remedied Deliverables shall be warranted anew for the longer

of twelve (12) months from repair, replacement, re-performance or remediation, or the remainder of the original

warranty period.

12. Recalls, Returns, Rejections and Regulatory Actions

12.1 Supplier shall promptly notify Purchaser of any actual or suspected defect, contamination, safety issue,

regulatory non-compliance, incorrect classification, unlawful shipment, title issue, sanctions issue, third-party

claim or other matter that may require a field action, recall, withdrawal, return, rejection, customer notification,

authority notification or corrective action.

12.2 Supplier shall cooperate fully with Purchaser, customers, logistics providers, laboratories, insurers and

competent authorities in relation to any investigation, containment, recall, withdrawal, return, rejection, corrective

action or regulatory response.

12.3 To the extent caused by Supplier's breach, defect, non-conformity, incorrect classification, documentation

failure or non-compliance, Supplier shall bear all reasonable costs of investigation, testing, containment, storage,

demurrage, replacement, return shipment, recall, customer communication, regulatory response, corrective

action, disposal, treatment and legal advice.

12.4 Purchaser may decide in its reasonable discretion whether to accept, reject, quarantine, return, dispose of,

treat, reprocess or otherwise handle affected Materials, taking into account legal, safety, environmental,

commercial and customer requirements.

13. Liability, Indemnity and Insurance

13.1 Supplier shall be liable without limitation for all losses, damages, costs and expenses arising from or in

connection with: (a) defective, non-conforming, contaminated, unlawfully sourced or unlawfully shipped Materials;

(b) breach of title, origin, sanctions, export control, customs, environmental, waste shipment or compliance

warranties; (c) third-party claims, regulatory investigations, seizures, fines, penalties, recalls, returns, rejections or

disposal orders; (d) fraud, wilful misconduct, gross negligence or intentional breach; (e) infringement of third-party

rights; (f) breach of confidentiality; and (g) acts or omissions of Supplier Personnel.

13.2 Purchaser may recover from Supplier all direct losses, replacement procurement costs, cover purchase

costs, price differences, transport costs, storage costs, demurrage, testing costs, inspection costs, sorting costs,

treatment costs, disposal costs, legal fees and customer claims arising from Supplier's breach.

13.3 Supplier shall indemnify, defend and hold harmless Purchaser, its Affiliates, officers, directors, employees,

customers and end users from and against all third-party claims, liabilities, losses, damages, fines, penalties,

costs and reasonable legal fees arising out of or in connection with the Deliverables or Supplier's performance,

except to the extent caused by Purchaser's wilful misconduct or gross negligence.

13.4 Supplier shall not be entitled to exclude or limit liability by reference to loss of profit, consequential loss,

indirect loss or similar categories where such loss arises from Supplier's breach of warranties, indemnities, title

obligations, compliance obligations, confidentiality obligations, intellectual property obligations or supply-chain

obligations under these Terms.

13.5 Purchaser shall notify Supplier of indemnified third-party claims within a reasonable time, allow Supplier to

participate in the defence where appropriate, and provide reasonable cooperation. Supplier shall not settle any

claim in a manner that imposes liability, admission, restriction or obligation on Purchaser without Purchaser's prior

written consent.

13.6 Supplier shall maintain insurance appropriate to its obligations and risk profile, including product liability

insurance, public liability insurance, employer's liability insurance, cargo insurance, environmental liability

insurance and, where services, testing, analysis, engineering, software or data processing are supplied,

professional indemnity and cyber liability insurance. Minimum coverage amounts shall be as stated in the

Purchase Order or otherwise reasonably required by Purchaser. Supplier shall provide certificates of insurance

upon request. Insurance shall not limit Supplier's liability.

14. Intellectual Property, Work Results and Tooling

14.1 Supplier hereby assigns to Purchaser, by way of present assignment of existing rights and future assignment

of future rights, all right, title and interest in and to the Work Results specifically created for Purchaser under the

Contract, including all intellectual property rights therein, to the fullest extent permitted by Applicable Laws.

14.2 To the extent any Work Results or rights therein cannot be assigned by law, Supplier grants Purchaser an

exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to

use, reproduce, modify, adapt, further develop, distribute, manufacture, have manufactured, maintain and

otherwise exploit the Work Results for any purpose.

14.3 Supplier retains ownership of its pre-existing intellectual property ("Background IP"). To the extent

Background IP is embedded in or necessary to use, maintain, repair, reproduce, modify or exploit the Deliverables

or Work Results, Supplier grants Purchaser a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up,

royalty-free, transferable and sublicensable licence to use such Background IP for those purposes, including for

interoperability, maintenance and the manufacture or procurement of spare and replacement parts.

14.4 Supplier shall execute and procure the execution of all documents and take all actions reasonably required

to perfect, record or evidence Purchaser's ownership or licence rights. Supplier shall ensure that its employees,

contractors and subcontractors validly assign or license all rights required for Supplier to comply with this Clause

14.

14.5 Supplier shall not incorporate open-source software, third-party materials or Background IP into the Work

Results unless disclosed to and approved by Purchaser in writing.

14.6 All tools, moulds, dies, models, samples, drawings, specifications, data, documents, software, equipment

and materials provided by Purchaser or paid for by Purchaser shall be Purchaser's property. Supplier shall mark them as Purchaser's property, keep them separate, maintain them in good condition, insure them at replacement

value and use them only for Purchaser's orders. Supplier shall return them upon request.

15. Set-off, Rights of Retention and Assignment

15.1 Supplier may exercise rights of set-off, retention or withholding only if its counterclaims are undisputed or

have been finally determined by a court or arbitral tribunal. This also applies to defences of non-performance,

except where mandatory law provides otherwise.

15.2 Supplier may not assign, transfer, pledge, factor, encumber or otherwise dispose of any contractual rights,

claims or receivables without Purchaser's prior written consent.

15.3 Purchaser may set off amounts owed by Purchaser to Supplier against amounts owed by Supplier to

Purchaser. To the extent permitted by Applicable Laws, Supplier agrees that Purchaser may also set off claims

assigned to Purchaser by any Purchaser Affiliate or claims owed by Supplier to any Purchaser Affiliate acting

through Purchaser as collection agent.

15.4 Purchaser may assign or transfer the Contract or any rights under it to an Affiliate, successor, purchaser of

assets or financing provider, provided that Supplier is not materially prejudiced in the performance of its

obligations.

16. Site Access, Safety and Security

16.1 When Supplier Personnel access Purchaser sites or third-party sites designated by Purchaser, Supplier shall

comply with Purchaser's site rules, safety and security policies, environmental requirements, confidentiality

obligations and Applicable Laws.

16.2 Purchaser may conduct reasonable access controls, identity checks, vehicle checks and baggage controls

by authorised personnel for safety, security, compliance or asset protection reasons. Personal searches require

prior consent and shall comply with applicable employment, privacy and data protection laws. Purchaser may

deny access to any person who refuses a lawful and reasonable control.

16.3 Supplier is responsible for all acts and omissions of Supplier Personnel on Purchaser sites or third-party

sites designated by Purchaser.

17. Confidentiality

17.1 All information, drawings, designs, plans, data, analyses, prices, customer information, supplier information,

trade flows, commercial terms, business secrets and other confidential information obtained in connection with a

Contract shall be kept confidential and may not be disclosed to third parties or used for purposes other than

performance of the Contract.

17.2 Confidentiality obligations survive for five (5) years after termination or expiry of the Contract. With respect to

trade secrets, obligations survive for as long as such information remains a trade secret. The parties acknowledge

that unauthorised disclosure may cause irreparable harm and that injunctive relief may be sought.

17.3 The confidentiality obligation does not apply to information that Supplier can prove was already lawfully

known to Supplier without confidentiality obligation, became publicly available without breach, was independently

developed without use of Purchaser's information, or must be disclosed by law. If disclosure is legally required,

Supplier shall, to the extent legally permitted, notify Purchaser in advance and disclose only the minimum required

information.

17.4 The existence of the Contract, the Purchase Order, the business relationship and resulting work processes

are also confidential. Documents provided by Purchaser shall be kept carefully, used only for contractual

purposes and returned or securely destroyed upon request or once no longer needed.

17.5 Software, data, analyses, tools, templates, configurations or parameterisations developed by Supplier or

Purchaser in connection with the Contract shall be treated as confidential and returned with all data carriers,

access credentials and documentation after completion of the work or upon request.

17.6 Supplier shall inform its employees, subcontractors and third parties of these confidentiality obligations and

shall ensure their compliance. Supplier remains liable for all damages arising from breaches of these obligations.

18. Third-Party Rights and IP Infringement Indemnity

18.1 Supplier warrants that the Deliverables and Work Results do not infringe third-party rights in any jurisdiction

where they are manufactured, sourced, processed, delivered, resold, used or exploited.

18.2 Supplier shall indemnify, defend and hold harmless Purchaser, its Affiliates, customers and end users from

all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from alleged or

actual infringement, unlawful sourcing, ownership disputes, title defects or third-party rights.

18.3 Purchaser may, at its option, require Supplier to: (a) procure the right to continue using, selling or exploiting

the Deliverables or Work Results; (b) modify or replace them so they are non-infringing without loss of

functionality, quality, value or performance; or (c) take back the affected Deliverables at Supplier's cost and refund

the price, without prejudice to further claims.

18.4 Purchaser's Affiliates, customers and end users may enforce the provisions of the Contract that expressly

confer a benefit on them, including Supplier's indemnity, confidentiality, compliance and intellectual property

obligations, subject to and in accordance with the Contracts (Rights of Third Parties) Ordinance (Cap. 623). The

parties may amend or terminate the Contract without the consent of any such third party.

18.5 This Clause 18 survives termination or expiry of the Contract.

19. Subcontractors, Carriers, Brokers and Upstream Suppliers

19.1 Supplier may subcontract material obligations only with Purchaser's prior written approval. Planned

subcontractors must be notified in sufficient time before conclusion of the Contract or commencement of the

relevant subcontracted work.

19.2 Supplier remains fully responsible for all acts, omissions, defaults and breaches of subcontractors, carriers,

brokers, agents and upstream suppliers as if they were Supplier's own acts, omissions, defaults and breaches.

19.3 Supplier shall ensure that approved subcontractors, carriers, brokers and upstream suppliers are bound by

written obligations no less protective of Purchaser than these Terms, including confidentiality, compliance, audit,

data protection, intellectual property, origin, chain-of-custody, waste shipment and business continuity obligations.

19.4 Supplier shall not change any critical subcontractor, carrier, broker, route, facility, source, origin or upstream

supplier in a manner that may affect quality, origin, classification, compliance, delivery, risk or price without

Purchaser's prior written approval.

20. Advertising Materials

20.1 References to the business relationship with Purchaser in advertising, publications, websites, case studies,

press releases, customer lists or marketing materials require Purchaser's prior express written consent.

20.2 Supplier shall not use Purchaser's name, trademarks, logos or trade names without Purchaser's prior

express written consent.

21. Termination and Step-in

21.1 Either party may terminate the Contract in whole or in part with immediate effect for good cause, including

material breach not remedied within ten (10) Business Days after written notice, insolvency events, persistent

delays, regulatory prohibition, illegal shipment, sanctions risk, serious compliance breach, title defect or quality

failure.

21.2 Purchaser may terminate the Contract or any Purchase Order for convenience, in whole or in part, by written

notice with thirty (30) days' notice. Supplier shall cease work, mitigate costs and follow Purchaser's reasonable

wind-down instructions. Purchaser shall pay for conforming Deliverables properly supplied up to termination and

approved non-cancellable costs expressly incurred for Purchaser's order, but Supplier is not entitled to anticipated

profits, loss of business, consequential damages or termination charges unless expressly agreed in writing.

21.3 In case of material default endangering timely delivery, quality, safety, compliance, legality, title,

documentation or continuity of supply, Purchaser may, after written notice and lapse of a reasonable cure period,

perform itself or engage third parties to perform Supplier's obligations at Supplier's cost.

21.4 For the purpose of Clause 21.3, Supplier grants Purchaser a temporary, non-exclusive, royalty-free licence

to use Supplier's materials, documentation, tools, access rights and information strictly to the extent necessary to

mitigate the default, secure supply, protect customers or comply with Applicable Laws.

21.5 Upon Purchaser's request, Supplier shall assign to Purchaser, or procure assignment of, critical subcontracts

related to the Deliverables to ensure continuity of supply. Supplier shall ensure that critical subcontracts permit

such assignment or step-in where reasonably required by Purchaser.

21.6 Termination does not affect rights, remedies and obligations accrued before termination or clauses intended

to survive, including confidentiality, compliance, data protection, intellectual property, indemnity, liability,

governing law, jurisdiction, records and audit obligations.

22. Place of Performance, Jurisdiction and Governing Law

22.1 The place of performance for all contractual obligations is the respective delivery address indicated by

Purchaser, unless the Purchase Order provides otherwise.

22.2 The Contract shall be governed by the laws of Hong Kong, excluding its conflict of laws rules and excluding

the United Nations Convention on Contracts for the International Sale of Goods (CISG).

22.3 To the extent permitted by law, the courts of Hong Kong shall have exclusive jurisdiction for any dispute

arising out of or in connection with the Contract. Supplier shall bring proceedings only before the courts of Hong

Kong.

22.4 Purchaser may, at its sole option, bring proceedings against Supplier before the courts of Hong Kong, the

courts of Supplier's place of incorporation or registered office, the courts of the place where Supplier's assets are

located, or any court competent to grant interim, protective, injunctive or enforcement measures.

22.5 Nothing in this Clause prevents Purchaser from seeking interim, protective, injunctive or enforcement

measures in any competent jurisdiction.
 

23. Compliance, Anti-Bribery and Supply Chain Due Diligence

23.1 Supplier shall comply with all Applicable Laws relating to anti-bribery, anti-corruption, human rights, labour,

health and safety, environmental protection, product compliance, forced labour, modern slavery, conflict minerals,

responsible sourcing and supply-chain due diligence, to the extent applicable to Supplier, the Deliverables, the

destination market or the performance of the Contract.

23.2 Supplier shall comply with Purchaser's Supplier Code of Conduct and recognised international standards on

human rights, labour, environment and anti-corruption to the extent applicable to Supplier's role, size, risk profile

and supply chain.

23.3 Supplier shall not offer, promise, give, request or accept any bribe, kickback, facilitation payment, improper

advantage or anything of value intended to influence a decision or obtain an improper benefit in connection with

the Contract.

23.4 Where the Materials include or may include tin, tantalum, tungsten, gold, cobalt, lithium, nickel, natural

graphite, rare earths, strategic raw materials, critical raw materials or any other materials subject to supply-chain

due diligence requirements, Supplier shall maintain and provide upon request appropriate due diligence records,

chain-of-custody documentation, country-of-origin information, smelter/refiner information, risk assessments, audit

reports and corrective-action records.

23.5 Supplier shall not supply Materials connected with armed conflict, forced labour, child labour, human

trafficking, illegal mining, illegal waste shipment, serious environmental harm, corruption, sanctioned parties or

other severe adverse impacts.

23.6 Supplier shall maintain risk-based compliance procedures appropriate to its size, role and risk profile,

including due diligence, training, books and records, reporting and corrective-action processes. Supplier shall

implement and publicise a confidential reporting channel where appropriate to Supplier's risk profile and

Applicable Laws.

23.7 Upon reasonable request, Supplier shall provide information and evidence required for Purchaser to verify

compliance with Applicable Laws and Purchaser's Supplier Code of Conduct. Supplier shall permit reasonable audits, including site visits, by Purchaser or third parties mandated by Purchaser and shall promptly remedy

findings.

23.8 Purchaser may reject Materials, suspend payment, suspend performance, terminate the affected Contract

and recover all losses if Supplier breaches this Clause 23 or fails to provide satisfactory evidence of compliance.
 

24. Export Controls, Sanctions and Excluded Territory

24.1 The parties do not intend the Materials to be supplied, shipped, resold, processed, incorporated, used or

otherwise made available in or for the Excluded Territory unless Purchaser gives prior written consent.

24.2 Supplier shall not supply Materials that require shipment to, from or through the Excluded Territory or that

require U.S. import formalities, U.S. customs clearance or U.S. destination compliance, unless expressly agreed

by Purchaser in writing.

24.3 Supplier represents and warrants that it, its Affiliates, subcontractors, carriers, brokers, upstream suppliers

and relevant personnel comply with all applicable sanctions, export control, customs, import, anti-boycott and

trade compliance laws, including those of Hong Kong, the People's Republic of China, the European Union, the

United Kingdom and any country of origin, transit or destination.

24.4 U.S. export control or sanctions laws shall apply only to the extent a U.S. nexus exists, including U.S.-origin

items, items subject to the U.S. Export Administration Regulations, U.S. persons, U.S. dollar clearing, U.S.

technology, U.S. software or other legally relevant U.S. connections. Supplier shall notify Purchaser before

acceptance of the Purchase Order if any Deliverables, documents, technology, software, supplier, subcontractor,

vessel, payment route, origin, transit route, destination, end-use or end-user may create U.S. nexus or any

licence, authorisation, restriction or prohibition under Applicable Laws.

24.5 Supplier shall provide Purchaser with all export control classifications, customs tariff classifications, country-

of-origin information, licence requirements, end-use restrictions and sanctions-relevant information applicable to

the Deliverables.

24.6 Supplier shall not supply any Deliverables involving restricted parties, sanctioned parties, prohibited

destinations, prohibited end uses, military end uses, diversion risks, restricted vessels, shell entities or entities

owned or controlled by sanctioned or restricted persons.

24.7 Supplier shall notify Purchaser without undue delay of any change in classification, licence status, sanctions

status, ownership or control, end-use restriction, origin, transit route, destination, vessel, payment route or other

trade compliance matter affecting the Deliverables or Supplier's performance.

24.8 Purchaser may suspend performance, reject Deliverables, withhold payment or terminate the affected

Contract if Purchaser reasonably determines that continued performance may create sanctions, export control,

customs, anti-boycott or trade compliance risk.

25. Force Majeure
25.1 "Force Majeure Event" means an event beyond the affected party's reasonable control that could not have

been prevented by reasonable measures, including natural disasters, war, terrorism, riots, epidemics or

pandemics, governmental actions, general strikes, widespread power or telecommunication outages, port

closures or legally binding trade restrictions. Lack of personnel, materials, components, finance or capacity, and

strikes limited to the affected party's operations, are not Force Majeure unless directly caused by a Force Majeure

Event and not reasonably avoidable or mitigable.

25.2 The affected party shall notify the other party in writing without undue delay and in any event within five (5)

Business Days, describing the event, expected duration, affected obligations and mitigation measures. The

affected party shall use all reasonable efforts to mitigate and overcome the effects.

25.3 Deadlines and delivery dates shall be extended only by the period during which performance is directly

prevented by the Force Majeure Event and the time reasonably required to resume performance. The unaffected

party may request partial deliveries, alternative routes, substitute materials and reasonable volume allocation.

25.4 Supplier shall allocate available capacity and inventory to Purchaser on a fair and non-discriminatory basis

and no less favourably than to similarly situated customers.
25.5 If a Force Majeure Event continues for more than thirty (30) consecutive days, the parties shall discuss

schedule, routing and volume adjustments in good faith. If no solution is reached within ten (10) additional days,

either party may terminate the affected part upon written notice without liability for non-performance caused by the

Force Majeure Event. Payment obligations for Deliverables already received and accepted remain unaffected.

26. Data Protection
26.1 The parties do not intend Supplier to process personal data on behalf of Purchaser under the Contract. Any

processing of personal data shall be limited to ordinary business contact data required for contract administration,

logistics, invoicing, compliance checks and communication.

26.2 Each party shall comply with the data protection and privacy laws applicable to it, including the Hong Kong

Personal Data (Privacy) Ordinance (Cap. 486) and, where applicable, the EU GDPR or other mandatory data

protection laws.

26.3 If Supplier processes personal data on behalf of Purchaser or obtains access to Purchaser personal data

beyond ordinary business contact data, Supplier shall notify Purchaser in advance and the parties shall enter into

an appropriate data processing agreement before such processing begins.

26.4 Supplier shall implement appropriate technical and organisational measures to protect personal data

processed in connection with the Contract and shall notify Purchaser without undue delay of any personal data

breach affecting Purchaser data.

27. Notices, Written Form and No Oral Modification
27.1 Any notice under the Contract shall be in writing and delivered by hand, courier, registered mail or email to

the addresses specified in the Purchase Order or otherwise notified in writing by the receiving party.

27.2 Notices by email shall be deemed received when sent, provided that no automated delivery failure notice is

received, or on the next Business Day if sent outside normal business hours at the recipient's place of business.

27.3 Amendments and supplements to the Contract, including this written form clause, must be made in writing.

Email is sufficient unless Applicable Laws require a stricter form.

27.4 No waiver of any right shall be effective unless in writing. Failure or delay to exercise a right does not operate

as a waiver.

27.5 The Contract may be executed, accepted or amended electronically, including by email, electronic signature

or electronic procurement platform, unless Applicable Laws require a different form.

28. Final Provisions
28.1 The invalidity, illegality or unenforceability of any provision of the Contract or these Terms shall not affect the

validity of the remaining provisions.

28.2 The parties shall replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable

provision that comes as close as possible to the economic purpose of the original provision.

28.3 In the event of discrepancies between the English text of these Terms and any translation, the English

version shall prevail.

28.4 Headings are for convenience only and do not affect interpretation.

28.5 These Terms may be executed or accepted in counterparts where applicable. Each counterpart constitutes

an original and all counterparts together constitute one instrument.