Standard Terms and Conditions for Product Sales

These Standard Sales Terms and Conditions ("these Terms") apply to all purchases of products from Magiclab Robotics Technology (Wuxi) Co., Ltd. and its affiliated companies (collectively, "Magiclab"). The "Seller" means the relevant Magiclab entity selling products to the Buyer. By purchasing products from the Seller, the Buyer agrees to be bound by these Terms. Regardless of any form of counter-offer or modification requested by the Buyer (including modifications to these Terms through purchase orders or other agreements), these Terms shall still apply to the purchase of the Seller's products.

1. Definitions and Interpretation

Unless otherwise provided in these Terms or the context otherwise requires, the interpretation rules for all relevant terms in these Terms shall be as set out in Appendix I.

2. Scope of Supply

2.1 The Seller shall supply products to the Buyer in accordance with these Terms and the terms of the purchase order, and the Buyer shall pay the order price specified in each order accepted by the Seller.

3. Orders

3.1 The Buyer shall submit orders to the Seller in writing. By submitting an order to the Seller, the Buyer makes an offer to purchase goods in accordance with these Terms and the terms contained in the order. For the avoidance of doubt, any modification to these Terms made by the Buyer in any order shall be invalid and have no effect.

3.2 The Seller may, in its sole discretion, accept or reject an order. An order shall not be binding on the Seller unless accepted by the Seller in accordance with these Terms. The Seller may accept an order in any of the following ways (whichever occurs first):

1. (a)Confirming the order (by written confirmation, issuance of an invoice or other means); or
2. (b)Delivering the relevant goods.

3.3 These Terms establish the basic framework for the sale and purchase of products between the Buyer and the Seller. However, no rights or obligations regarding the supply of products shall arise between the Buyer and the Seller unless the Seller has accepted a purchase order in writing.

4. Price

4.1 The order price for each batch of goods shall be specified in the corresponding order. The order price includes the price of the product itself (including product and software licenses), value-added tax and freight (except where the Buyer collects the goods itself).

5. Payment

5.1 The Buyer must make payment in accordance with the payment terms set out in the order accepted by the Seller.

5.2 Full ownership of all products shall pass from the Seller to the Buyer upon the Buyer's payment of the full order price. The risk of loss of the products shall pass from the Seller to the Buyer upon delivery. Ownership of the software shall at all times remain with the Seller or the relevant third-party licensor.

5.3 The Seller may adjust the price of products in any particular month to reflect increases in production costs, provided that the Seller gives the Buyer 1 month's prior written notice of such price adjustment, and the Buyer shall notify the Seller in writing to confirm the adjusted price of the products. Any order received by the Seller before the issuance of such notice shall not be subject to such price adjustment.

5.4 Each party shall be responsible for its own bank charges.

5.5 The Buyer shall not, and acknowledges that it has no right under these Terms to set off, deduct or withhold any amount owed by it to the Seller or any of its affiliated entities against any amount owed by the Seller or its affiliated entities to it.

5.6 If the Buyer fails to pay any sum within the time specified in Clause 5, the Buyer shall pay interest to the Seller from the due date until the date when the delayed payment is fully paid. The applicable interest rate shall be the 1-year LPR rate plus 2%.

5.7 If a dispute arises in respect of any sum which the Buyer is required to pay to the Seller pursuant to Clause 5, (a) no interest shall be payable on the disputed amount until the dispute is resolved, provided that (i) the Buyer shall give the Seller written notice before the scheduled due date of such sum, stating the disputed amount, explaining the basis of the dispute and enclosing relevant materials in support of its claim, and (ii) (unless otherwise agreed in writing) the parties shall resolve the dispute within 30 days of the date of such notice; and (b) interest shall be payable only on the amount agreed to be due from the due date to the date of payment.

6. Delivery

6.1 Delivery shall be deemed to occur in any of the following circumstances: (a) where the Seller is responsible for transportation, the Seller delivers the goods to the place of delivery; (b) where the Seller transports by post, the carrier delivers the products to the place of delivery; (c) where the Buyer collects the goods, the Buyer physically takes control of the products. The Seller shall deliver the goods to the Buyer provided that the relevant order has been accepted by the Seller and the Buyer has paid the corresponding purchase price in full. The Seller shall make delivery on the delivery date, provided that the Buyer has paid in a timely manner. If payment is delayed, the delivery time shall be extended accordingly, and the Seller shall not be liable therefor.

6.2 At least 5 days before the shipment of each batch of goods, the Seller shall notify the Buyer in writing of all relevant details, including a description of each batch of products, quantity, approximate weight and volume, and other information that should be provided in accordance with industry practice.

6.3 Unless otherwise agreed, all products shall be shipped in complete sets, and all special installation tools, materials and consumable spare parts shall be shipped together with the relevant products.

6.4 The Seller shall package all delivered products in an appropriate manner so that they are not damaged by multiple handling, loading and unloading. Protective measures shall be taken according to the characteristics and requirements of the products to prevent them from being damaged by moisture, rain, vibration and corrosion.

6.5 The Seller shall, immediately after the shipment of each batch of goods, notify the Buyer in writing of all shipping details.

6.6 Unless otherwise expressly provided, the relevant delivery date is only an approximate date, and time shall not be of the essence for the delivery of the products.

6.7 The Buyer shall sign for receipt of each batch of products or raise objections within 3 working days after delivery. If the Buyer fails to sign for receipt of any batch of products within the agreed period, the Seller may, at its discretion, arrange for storage of the products, and the Buyer shall be liable to the Seller for the relevant costs and expenses.

7. Inspection and Claims

7.1 The Buyer shall inspect the products within 5 working days after signing for receipt of each batch of goods. If during inspection, any shortage, damage or non-conformity (collectively, "Non-Conformity") of the products is found, the Buyer shall, within 10 working days after signing for receipt of each batch of goods, submit a detailed report to the Seller describing the Non-Conformity, identifying the affected products and enclosing relevant documents to substantiate such claim.

7.2 If any Non-Conformity caused solely by the Seller's fault is found during inspection, the Seller shall, at its sole discretion:

1. (a)Reduce the price of subsequent batches of goods or refund the price paid by the Buyer for the non-conforming products; or
2. (b)Replenish, replace or repair such non-conforming products at its own expense.

7.3 If any Non-Conformity is not caused by the Seller's fault, the Seller may, within the agreed period, replenish, repair or replace such products at the Buyer's expense. In case of Non-Conformity occurring during postal transportation, the Seller and the Buyer shall cooperate to claim against the carrier.

7.4 The party responsible for the Non-Conformity of the products shall also bear all costs related to the storage and transportation of the defective products and the replenished, replaced or repaired products.

7.5 If the Seller has objections to the claim made by the Buyer in accordance with Clause 7.2, the Seller shall, within 5 working days after receiving the Buyer's claim notice, state the reasons for the objections. The parties shall use their best efforts to resolve the dispute within 15 days after the Seller issues the notice of objection. If the Seller fails to notify the Buyer of its objections within the specified period, it shall be deemed that the Seller accepts the Buyer's claim.

7.6 If the Buyer fails to inspect a product within the agreed period set out in Clause 7.1 above, the Buyer shall be deemed to have waived all rights to make claims for Non-Conformity of the product in accordance with Clause 7.

7.7 All claims by the Buyer for Non-Conformity of the products shall be handled exclusively in accordance with Clause 7 of these Terms.

8. Product Warranty

8.1 The Seller warrants that the products supplied by it shall, during the warranty period, comply in all material respects with the technical specifications and shall be free from software defects and defects in materials and workmanship attributable to the Seller when used and serviced in accordance with the Seller's instructions (the "Warranty").

8.2 Except for the Warranty set out in Clause 8.1 above, the Seller makes no other (express or implied) warranties or conditions regarding the quality, condition or fitness for purpose of the products sold under these Terms.

8.3 The Seller shall not be liable for free warranty services in the following cases:

1. (a)The product has exceeded the warranty period agreed in these Terms；
2. (b)The product fails to function properly due to abnormal use (such as falling from a height, being crushed, being immersed in liquid, violent use, etc.);
3. (c)The product fails to function properly due to the use of spare parts not provided by the Seller;
4. (d)The product fails to function properly due to man-made problems not related to the product's own quality;
5. (e)The product fails to function properly due to improper acts such as self-modification, disassembly, opening the case, etc.;
6. (f)The product fails to function properly due to abnormal installation, use and operation not in accordance with the product manual;
7. (g)The product fails to function properly due to the Buyer's self-repair or replacement of parts without the Seller's operation guidance;
8. (h)The product fails to function properly due to circuit modification not in accordance with the Seller's manual instructions, improper use of the energy supply system or charger;
9. (i)The product fails to function properly due to operation in an abnormal environment, including but not limited to strong magnetic interference, rainy days, sand and dust, wetland, complex terrain, raised operating platforms and large height differences, etc.;
10. (j)The product fails to function properly due to operation on platforms with abnormal friction (such as ice surfaces, glass surfaces, sandpaper surfaces);
11. (k)The product fails to function properly due to falls other than those caused by the product falling during operation on a normally flat platform;
12. (l)The product fails to function properly due to collision with objects in the environment in an abnormal environment;
13. (m)The product fails to function properly due to operation under mutual interference with other wireless devices, such as WiFi signal interference, electromagnetic interference, etc.;
14. (n)The product fails to function properly due to operation exceeding the maximum load capacity of the product;
15. (o)The product fails to function properly due to operation exceeding the maximum anti-interference load of the product and the application of various tangible or intangible forces or non-forces thereto;
16. (p)The product fails to function properly due to the unauthorized use of non-original supporting energy systems (such as battery packs) for the product;
17. (q)The product fails to function properly due to compatibility and reliability issues when operating together with other products;
18. (r)Damage caused by forced operation when product components have exceeded their service life (including operation in a life state inconsistent with the current use situation) or can no longer be used normally;
19. (s)The product fails to function properly due to insufficient energy supply or the use of an energy supply system with quality problems (such as battery packs) leading to insufficient discharge of the product;
20. (t)After confirming the warranty service with the Seller, the relevant product is not sent out within the agreed time;
21. (u)The product collides with hard objects, falls, has obvious signs of being dropped or collided, or has obvious scratch marks due to operational errors;
22. (v)The product has traces of intrusion of dust, gravel, water, metal powder, etc. that are difficult to enter during operation in a normal environment;
23. (w)The product has water stains inside and outside, and components and circuit boards have signs of erosion due to operation in an environment with excessive humidity; or
24. (x)In developer mode, the product user operates their own programs to conduct high-level or low-level development of the product, causing the product to fail to function properly. For example: during high-level development, the user carries their own vision system to control the product's operation, causing the product to collide or fall and fail to function properly; during low-level development, the user controls the motor to hit the joint limit or cause other collisions or damage caused by high-speed motor vibration, etc.

8.4 Subject to Clause 8.3 above, in respect of any claim for breach of the Warranty relating to the product during the warranty period, the Seller shall, at its sole discretion:

1. (a)Reduce the price of subsequent batches of goods or refund the price paid by the Buyer for the non-conforming products; or
2. (b)Replenish, repair or replace such products or correct such software defects.

8.5 Products replaced by the Seller in accordance with Clause 8.4 may be new or repaired products with the performance of new products. The Seller shall bear the risk of loss or damage of such replaced products in transit and all transportation costs.

8.6 If during the warranty period, any product defect or software defect occurs due to the Buyer's failure to comply with the provisions of these Terms or relevant documents, or due to force majeure, or any other reason not attributable to the Seller, the Seller shall, at the Buyer's request, repair or replace such products or correct such software defects, and the relevant costs shall be borne by the Buyer. The Seller shall provide the above services at standard prices.

8.7 Within 2 years after the expiration of the warranty period, the Seller shall, at the Buyer's request, supply spare parts necessary for the normal operation of the product (as described in relevant documents) at a preferential price with reference to the prevailing market price at that time. If the Seller, its parent company or any affiliated company intends to cease production of any spare parts required for the product, the Seller shall give the Buyer 6 months' prior written notice thereof, and the Buyer shall have the right to place an order for any such spare parts it requires within 8 weeks of receiving such notice.

8.8 All claims by the Buyer for product or software defects shall be handled exclusively in accordance with the provisions of Clause 8 of these Terms.

9. Compliance

9.1 The Buyer shall comply with all currently applicable laws in the region relating to the products, shall not use the products for illegal or irregular purposes, and shall notify the Seller of any relevant changes. In particular, the Buyer shall (but not be limited to) obtain any government or other approvals, consents or licenses, or complete any registrations necessary to make these Terms fully legally valid and enforceable.

10. Intellectual Property Rights and Indemnification

10.1 Unless expressly provided in these Terms, the Buyer shall not acquire any intellectual property rights owned or used by the Seller or any of its affiliated entities ("Seller's Intellectual Property Rights") or any goodwill associated therewith. The Buyer acknowledges and agrees that the Seller shall remain the sole owner of the Seller's Intellectual Property Rights, and the Buyer shall not acquire any rights in the Seller's Intellectual Property Rights under these Terms other than the right to use the Seller's Intellectual Property Rights as expressly provided in these Terms.

10.2 The Buyer shall not alter, damage, cover or remove any warning labels, disclaimers, copyright notices or trademarks appearing on the products or their packaging.

10.3 The Buyer acknowledges that the Seller retains all registration rights in its trademarks, and the Buyer shall not register or attempt to register the same or similar trademarks or trade names for itself in the region or elsewhere.

10.4 The Seller agrees to indemnify the Buyer in accordance with the provisions of Clause 10 against any action, claim or proceeding brought against the Buyer alleging that the Buyer's use of the products constitutes infringement of any patent or copyright registered in the region (collectively, "Infringement Claims").

10.5 The Seller agrees to defend the Buyer against any such Infringement Claim and pay all litigation costs, reasonable attorney's fees, settlement amounts and any damages awarded in any final judgment arising from such Infringement Claim.

10.6 The Seller's indemnification obligations under Clause 10 of these Terms are subject to the following conditions:

1. (a)The Buyer shall immediately notify the Seller of any Infringement Claim after it occurs;
2. (b)The Buyer shall fully cooperate with the Seller in respect of the Infringement Claim; and
3. (c)The Buyer shall allow the Seller to have full control over the defense or settlement of any Infringement Claim.

10.7 The Seller shall not be liable for Infringement Claims under Clause 10 of these Terms in any of the following cases:

1. (a)The Seller's products are manufactured, designed or supplied by the Seller in accordance with any design or specific instructions provided by the Buyer;
2. (b)The Buyer uses the Seller's products in a manner or for a purpose not described in the relevant documents or any instructions of the Seller;
3. (c)The Buyer alters the Seller's products without the Seller's prior written consent; or
4. (d)The Buyer combines the Seller's products with other products not provided by the Seller, and such combination results in infringement.

10.8 If an Infringement Claim results in an injunction by a relevant authority prohibiting the Buyer from using any part or all of the products, the Seller shall, at its option, take one of the following measures:

1. (a)Procure for the Buyer the right to continue using such products; or
2. (b)Replace or modify such products so that the Buyer's use is not subject to such injunction.

10.9 If the Seller is unable to take the measures described in Clause 10.8, the Buyer shall have the right to return the affected part of the products upon written notice to the Seller. Upon such return, the Seller shall refund the Buyer the book value of the returned products.

10.10 All claims by the Buyer for Infringement Claims shall be handled exclusively in accordance with the provisions of Clause 10 of these Terms.

11. Software License

11.1 The Seller hereby grants to the Buyer a non-exclusive and non-transferable right to use the software solely in connection with the relevant products in accordance with the provisions of Clause 11 of these Terms (the "Software License"). The ownership of the software shall at all times remain with the Seller or its relevant third-party licensors. The Buyer shall not acquire any other rights in respect of the software other than the Software License provided for in Clause 11 of these Terms.

11.2 This Software License is limited to using the software in accordance with its intended purpose and in the form in which it is embedded in the product. Unless expressly permitted by applicable law and not excludable by agreement, the Buyer shall not, nor shall it permit any third party to:

1. (a)Reverse engineer, disassemble, decompile or otherwise attempt to obtain the source code of the software;
2. (b)Modify, adapt, translate or create derivative works based on the software;
3. (c)Separate the software from the product or use it independently of the product; or
4. (d)Distribute, rent, lend, sub-license, transfer or otherwise make the software available to third parties.

11.3 This Software License shall automatically terminate when the Buyer or its permitted transferee ceases to use the product.

12. Breach of Contract

12.1 Unless otherwise provided in these Terms, if a party ("Breaching Party") fails to perform any of its material obligations under these Terms or a purchase order or otherwise commits a material breach of these Terms or a purchase order, the other party ("Aggrieved Party") may:

1. (a)Give written notice to the Breaching Party specifying the nature and extent of the breach and requiring the Breaching Party to remedy it at its own expense within 30 days ("Remedial Period"); provided, however, that if a party breaches Clause 14, there shall be no Remedial Period; and
2. (b)If the Breaching Party fails to remedy the breach within the Remedial Period (or, if there is no Remedial Period, at any time after such breach), the Aggrieved Party may, in addition to any other rights provided by applicable law, claim for direct and foreseeable losses arising from the breach.

12.2 Notwithstanding any other provision of these Terms, (a) the Seller shall not be liable to the Buyer for any loss of revenue or profit, loss of goodwill or any indirect damages arising from the performance or non-performance of these Terms; and (b) in no event shall the total cumulative liability of the Seller for any loss, damage or compensation claim arising from the performance or non-performance of these Terms exceed RMB 1,000,000.

13. Assignment

13.1 Neither party shall assign all or part of its rights and obligations under these Terms or a purchase order without the prior written consent of the other party; provided, however, that the Seller may, by giving written notice to the Buyer, do any of the following:

1. (a)Assign, delegate or subcontract any or all of its obligations under these Terms or a purchase order to its Affiliated Entities; or
2. (b)Assign its rights to payment and other benefits under these Terms or a purchase order to one or more financial institutions for the purpose of debt financing or similar financial arrangements;

13.2 However, in such cases, the Seller shall remain fully responsible for the performance of its obligations under these Terms.

14. Confidentiality Obligations

14.1 Before and during the term of these Terms, one party ("Disclosing Party") has or may from time to time disclose its confidential information to the other party ("Receiving Party"). During the term of these Terms and for 3 years after termination, the Receiving Party shall:

1. (a)Keep the confidential information confidential;
2. (b)Not use the confidential information for any purpose other than that expressly specified in the purchase order; and
3. (c)Not disclose such confidential information to any person or entity other than (i) employees of the Receiving Party or its Affiliated Entities, agents, lawyers, accountants and other advisors of the Receiving Party who reasonably need to know the confidential information to perform their duties in connection with these Terms, (ii) securities regulatory authorities or stock exchanges authorized by applicable laws or relevant stock exchange rules to which the Receiving Party is subject; and (iii) officials of relevant government departments as provided by applicable laws to which the Receiving Party is subject (collectively, "Permitted Disclosees").

14.2 The provisions of Clause 14.1 above shall not apply to the following information:

1. (a)Information which the Receiving Party can prove by written records made prior to disclosure by the Disclosing Party to the Receiving Party was in its possession;
2. (b)Trivial or obvious information;
3. (c)Information which is or becomes publicly known otherwise than through a breach of these Terms by the Receiving Party; and
4. (d)Information obtained by the Receiving Party from a third party who has no confidentiality obligation with respect to such information.

14.3 The Receiving Party shall establish policies to inform its directors, officers, employees and any other Permitted Disclosees of the confidentiality obligations set out in Clause 14.1.

14.4 If the acts of the Receiving Party (or a Permitted Disclosee) result in the loss or unauthorized disclosure of any confidential information under these Terms and the purchase order, the Receiving Party shall immediately notify the Disclosing Party and use its best efforts to recover the lost or improperly disclosed confidential information.

14.5 At any time upon request by the Disclosing Party (whether before or after the expiration of the term of these Terms), the Receiving Party shall:

1. (a)Return to the Disclosing Party (or destroy at the Disclosing Party's request) all materials containing confidential information (including any copies thereof); and
2. (b)Confirm in writing to the Disclosing Party within 10 days of the Disclosing Party's request that all such materials have been returned or destroyed.

15. Resolution of Disputes

15.1 If any dispute, controversy or claim arises out of or in connection with these Terms and the purchase order (or their breach, termination or invalidity) ("Dispute"), the parties shall first seek to resolve the Dispute through friendly consultation.

15.2 If such Dispute is not resolved through friendly consultation within 30 days of the date on which one party first makes a written request for consultation, either party may submit the Dispute to the Shanghai Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission of the arbitration notice. The arbitration award shall be final and binding on both parties.

1. (a)The number of arbitrators shall be one.
2. (b)The arbitration proceedings shall be conducted in Chinese.

15.3 Notwithstanding the foregoing provisions of these Terms, the parties agree that each party shall have the right to seek specific performance, injunction or other similar remedies available under applicable law from any competent court in respect of any claim for breach of confidentiality obligations or infringement of intellectual property rights.

15.4 When any Dispute arises and is being resolved through friendly consultation or arbitration, the parties shall continue to exercise and perform their respective rights and obligations under these Terms and the purchase order, except for those rights and obligations related to the Dispute.

16. General Provisions

16.1 If a force majeure event occurs:

1. (a)A party's contractual obligations under these Terms affected by the force majeure shall be suspended during the period of delay caused by the force majeure, and the time for performance shall be automatically extended by a period equal to the period of suspension, and the party shall not be penalized or liable therefor;
2. (b)The party claiming to be affected by the force majeure shall immediately notify the other party in writing and shall, within the following 10 working days, provide the other party with sufficient evidence of the occurrence and duration of the force majeure;
3. (c)The parties shall immediately consult to seek a fair solution. The party claiming to be affected by the force majeure shall use its best efforts to minimize the impact of the force majeure.

16.2 By entering into these Terms, the parties establish only a purchase and sale relationship. No provision of these Terms shall be construed as:

1. (a)Creating a partnership or any other relationship giving rise to joint and several liability between the parties;
2. (b)Making one party an agent of the other (except with the prior written consent of the other party);
3. (c)Authorizing one party to make any representations or warranties on behalf of the other (except with the prior written consent of the other party); or
4. (d)Authorizing one party to incur any expenses, liabilities or other obligations on behalf of the other (except with the prior written consent of the other party).

16.3 These Terms shall be legally binding on the parties and their respective lawful successors and assigns.

16.4 These Terms shall not be deemed to confer any benefit or right to enforce these Terms on any third party.

16.5 These Terms may not be modified orally, but only by a written agreement signed by both parties.

16.6 The parties confirm that the terms of these Terms reflect the result of commercial negotiations conducted in good faith between them, and the terms under these Terms do not constitute standard terms of either party. Each party acknowledges that it has reviewed and understood the terms of these Terms and has received satisfactory explanations of any questions it has raised regarding the terms of these Terms.

16.7 The failure or delay by a party to exercise any right, power or privilege conferred on it by these Terms shall not constitute a waiver of such right, power or privilege, and the exercise of any right, power or privilege, in whole or in part, shall not preclude its subsequent or future exercise of such or any other right, power or privilege.

16.8 The rights and remedies conferred by these Terms shall be in addition to, and not in substitution for, any rights or remedies available to a party under applicable law.

16.9 The invalidity of any provision of these Terms shall not affect the validity of any other provision of these Terms.

16.10 These Terms, together with their appendices and purchase orders, constitute the entire agreement between the parties with respect to the subject matter of these Terms and supersede all prior consultations, negotiations and agreements between the parties with respect to such subject matter.

16.11 To the extent reasonably necessary to give full effect to the provisions of these Terms, a party shall, upon the other party's request at any time, sign (or cause a third party to sign) relevant documents, agreements, contracts or deeds and perform (or cause a third party to perform) relevant acts.

16.12 Unless otherwise provided in these Terms, each party shall bear its own legal fees or other professional advisor fees in connection with the negotiation, execution and performance of these Terms.

16.13 The appendices to these Terms are an integral part of these Terms and shall have the same binding force as the provisions of the main text of these Terms. In case of any conflict between the provisions of the main text of these Terms and the provisions of the appendices, the provisions of the main text of these Terms shall prevail.

16.14 These Terms and their interpretation shall be governed by the laws of the People's Republic of China.

16.15 These Terms shall take effect on the date of issuance, and subsequent updates shall also take effect on the date of issuance of the updated documents.

16.16 In case of any conflict between the content of the purchase order referred to in these Terms and these Terms, the provisions of these Terms shall prevail.

Appendix I - Definitions and Interpretation

Part I - Definitions

Unless otherwise provided in these Terms or the context otherwise requires, the following terms shall have the following meanings:

"Affiliated Entity" means any company directly or indirectly controlled by a party, under common control with a party, or controlling a party; "control" means the power to elect or appoint a majority of the board of directors or to direct the management of the company.

"These Terms" has the meaning given in the preamble.

"Aggrieved Party" shall have the meaning given in Clause 12.1.

"Applicable Law" means any law, regulation, rule, notice, and other decision or public document issued by legislative, administrative or judicial authorities that is binding on either party to these Terms or relates to the subject matter of these Terms.

"Breaching Party" shall have the meaning given in Clause 12.1.

"Working Day" means, in respect of any act to be performed in the People's Republic of China, any day on which banks in the People's Republic of China are generally open to the public for business, excluding Saturdays, Sundays and public holidays.

"Buyer" has the meaning given in the preamble.

"China" means the People's Republic of China, and for the purposes of these Terms, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region or Taiwan Region.

"Confidential Information" means any commercial, marketing, technical, scientific or other information related to the business of the parties, marked as "confidential" or "proprietary", or disclosed in confidence, or which the parties, in their reasonable business judgment, should understand to be confidential, including but not limited to business strategies, proprietary technology, data, programs, designs, photographs, drawings, instructions, software programs and templates. For the avoidance of doubt, the existence and content of these Terms shall also be deemed Confidential Information, and Confidential Information disclosed by an agent, lawyer, accountant or other advisor of a party shall be deemed to be disclosed by that party.

"Remedial Period" shall have the meaning given in Clause 12.1(a).

"Non-Conformity" shall have the meaning given in Clause 7.1.

"Delivery" means, in respect of a batch of products, the arrival of that batch of products at the relevant place of delivery.

"Delivery Date" means, in respect of any batch of products, the meaning given in the purchase order for that batch.

"Disclosing Party" shall have the meaning given in Clause 14.1.

"Dispute" shall have the meaning given in Clause 15.1.

"Relevant Documents" means the product materials delivered to the Buyer, which contain standard descriptive materials of the product and instructions on engineering, installation, operation and maintenance. The Buyer shall comply with all copyright and confidentiality provisions of the Relevant Documents.

"Effective Date" means the date set out on the front page of these Terms.

"Force Majeure" means any event beyond the control of the parties to these Terms, unforeseeable, unavoidable or insurmountable, which prevents a party to these Terms from performing all or part of these Terms. Such events include earthquakes, typhoons, floods, fires, wars, strikes, riots, government actions, changes in laws or their application, or any other unforeseeable, unavoidable or uncontrollable circumstances, including events generally recognized as force majeure in international business practice.

"Infringement Claim" shall have the meaning given in Clause 10.4.

"Intellectual Property Rights" means rights in any of the following: inventions, discoveries, improvements, utility models, designs, copyrighted works, industrial designs or models, algorithms, data structures, trade secrets or know-how, Confidential Information, or ideas with commercial value. Intellectual Property Rights also include trademarks, decorations, trade names, domain names, and other marks indicating or highlighting the origin of a good or service from or controlled by an entity. Intellectual Property Rights include all rights of any nature in computer software and data, all registered or unregistered intangible rights or privileges similar to the above rights anywhere in the world, and also include applications for and registrations of the above rights.

"Order" means a written order for products submitted to the Seller or a separate sales contract signed between the Seller and the Buyer for products.

"Order Price" shall have the meaning given in each order accepted by the Seller.

"Parties" has the meaning given in the preamble.

"Party" has the meaning given in the preamble.

"Permitted Disclosees" shall have the meaning given in Clause 14.1(c).

"Place of Delivery" means the delivery location specified in the order.

"Products" means the products listed in the order.

"Receiving Party" shall have the meaning given in Clause 14.1.

"Relevant Products" means the products using the software.

"RMB" means the legal currency of the People's Republic of China.

"Seller" has the meaning given in the preamble.

"Seller's Designated Bank Account" means the bank account which the Seller may designate from time to time.

"Seller's Intellectual Property Rights" shall have the meaning given in Clause 10.1.

"A batch of goods" or "a batch of products" means a batch of products to be delivered by the Seller to the Buyer pursuant to a purchase order.

"Software" means the Seller's proprietary and/or third-party computer software programs (consisting of firmware and logical instructions expressed in machine-readable code, which are or will be loaded into the product's memory to provide basic logic, operating instructions and user-related application instructions, but excluding user data), and also includes relevant materials (if any) used to explain, maintain and use the programs that are an integral part of any product provided to the Buyer.

"Software Defect" means a failure of the software to operate in accordance with the technical specifications, which has a material impact on the use of the software.

"Software License" shall have the meaning given in Clause 11.1.

"Technical Specifications" means the specifications and performance standards of the products as specified in the order.

"Term" means the period between the Effective Date and the expiration date of these Terms.

"Region" means China.

"Value-Added Tax" means any value-added tax or any other goods and services tax payable in accordance with Applicable Law.

"Warranty" shall have the meaning given in Clause 8.1.

"Warranty Period" means 12 months from the relevant Delivery Date.

Part II - Interpretation

1. References in these Terms to any relevant law or legislation, or any provision of any relevant law or legislation, include references to such law or legislation as amended.

2. References in these Terms to a "person" include any individual or entity (including any company, business or other enterprise or entity, joint venture, institution, state or government department), as determined by the context.

3. References in these Terms to clauses, subclauses, appendices or parts are to the corresponding clauses, subclauses, appendices or parts of these Terms. References in these Terms to contracts, agreements or other documents include references to them as amended from time to time.

4. References in these Terms to a company include any legal entity.

5. References in these Terms to government ministries, bureaus, departments, committees, offices also refer to their successor bodies.

6. References in these Terms to a party to these Terms or any other contract, agreement or document include references to their successors and permitted assigns.

7. In these Terms, words importing the masculine gender include the feminine, and words in the singular include the plural and vice versa.

8. The headings of clauses in these Terms are for convenience only and shall not affect the construction or interpretation of these Terms.

9. References in these Terms to a document in the agreed form mean a form agreed and signed by the parties or their authorized representatives, which is easily identifiable.

10. In these Terms, "including" means "including but not limited to".