Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) apply to every sale of products by Jiahe Biotech USA Inc. (“Seller”) to a business customer (“Buyer”), unless the parties have signed a supply agreement that says otherwise.

1. Contract

1.1 A quotation is an invitation to order. A contract is formed when Seller confirms Buyer’s order in writing.

1.2 The contract consists of Seller’s order confirmation, the quotation it refers to, the product specification and these Terms, in that order of priority. Buyer’s own terms are rejected, even if printed on a purchase order that Seller acknowledges.

1.3 Seller sells to businesses for further manufacturing or resale to businesses. Products are not sold to consumers.

2. Price and taxes

2.1 Prices are in U.S. dollars and are as stated in the order confirmation, on the delivery term stated there.

2.2 Unless the order confirmation says otherwise, prices exclude sales and use taxes, customs duties, tariffs and import fees.

2.3 Tariff adjustment. If, after the date of the quotation and before delivery, any duty, tariff or import fee that applies to the product is introduced, increased or reduced, the price will be adjusted by the amount of the change. Seller will notify Buyer of an increase before shipment, and Buyer may cancel the undelivered part of the order within five business days of that notice.

3. Payment

3.1 Payment terms are as stated in the order confirmation. If none are stated, payment is due before shipment.

3.2 Late payments bear interest at 1.5% per month or the highest rate the law allows, whichever is lower. Seller may suspend deliveries while any amount is overdue.

4. Delivery, title and risk

4.1 Delivery terms follow Incoterms® 2020 as stated in the order confirmation. Risk passes under the stated Incoterm.

4.2 Delivery dates are estimates. Seller will tell Buyer promptly if a date cannot be met.

4.3 Title passes to Buyer when Seller has received payment in full.

4.4 The order confirmation states which party acts as importer of record and as the importer for purposes of the FDA Foreign Supplier Verification Program.

5. Product quality

5.1 Seller warrants that, at delivery, each lot conforms to the specification referred to in the order confirmation, and that the certificate of analysis supplied with the lot accurately reports the results obtained for that lot.

5.2 Each lot is supplied with a certificate of analysis that identifies the manufacturing site and lot number.

5.3 Buyer’s responsibilities. Buyer is responsible for: determining that the product is suitable and lawful for Buyer’s intended use; identity testing and other verification required by law, including 21 CFR Part 111 where it applies; storing the product as stated in the specification; and all labelling, claims and regulatory compliance of Buyer’s finished products.

5.4 THE WARRANTY IN SECTION 5.1 IS THE ONLY WARRANTY SELLER GIVES. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Inspection and claims

6.1 Buyer must inspect each delivery on receipt and note visible damage or shortage on the carrier’s delivery document.

6.2 Buyer must notify Seller in writing of any claim that a lot does not conform to specification within 30 days of delivery, with the lot number and Buyer’s test results. Buyer must keep the lot available for sampling and must not return it without Seller’s written authorisation.

6.3 If the parties’ results disagree, a sample will be tested by an independent laboratory agreed by both, using the method in the specification. Its result is final. The party whose result is not supported pays the laboratory’s fee.

6.4 If a lot is confirmed not to conform, Seller will, at its choice, replace the lot or refund its price. This is Buyer’s exclusive remedy for non-conforming product.

7. Limitation of liability

7.1 Seller’s total liability arising from any order will not exceed the price paid for the products that gave rise to the claim.

7.2 Neither party is liable to the other for indirect, incidental, special or consequential damages, or for loss of profit, revenue or goodwill.

7.3 Nothing in these Terms limits liability that cannot be limited by law.

8. Recalls

Each party will notify the other promptly if it learns of a safety issue with a product, and will cooperate reasonably in any investigation, withdrawal or recall.

9. Compliance

9.1 Each party will comply with the laws that apply to its performance, including import, export control, sanctions, anti-corruption and forced-labour laws.

9.2 Seller will state the country of origin of each product accurately. Seller will not ship products through a third country for the purpose of changing or disguising their origin.

10. Confidentiality

Each party will keep confidential the other’s non-public commercial and technical information, including prices and the existence of the supply relationship, and use it only to perform the contract. Seller will not use Buyer’s name or logo in marketing without Buyer’s written consent.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, government action, port or carrier disruption and shortages of raw materials. The affected party will notify the other and resume performance as soon as it reasonably can.

12. General

12.1 These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 The state and federal courts located in Los Angeles County, California, have exclusive jurisdiction over disputes arising from any order.

12.3 A change to the contract is effective only if agreed in writing by both parties. If any provision is unenforceable, the rest remain in effect.

Contact

Jiahe Biotech USA Inc. 17800 Castleton St, Suite 665, City of Industry, CA 91748 sales@whiteriverbio.com