General Provisions

The following General Terms and Conditions shall exclusively apply for all offers, orders, deliveries and other performances carried out by

BYTE International Co., Ltd. (VAT No.: NL827326762B01)

Offer and Order, Place of performance

All BESTYIELD offers are non-binding. All offers and agreements are subject to these General terms and Conditions as well as the latest edition of the Incoterms as stated in BESTYIELD’s offer or Proforma Invoice. An order shall be deemed accepted only after BESTYIELD has confirmed it in writing or supplied the goods. Prices are subject to change without notice and, unless explicitly stated, do not include V.A.T. and delivery cost. Place of performance for deliveries shall be Eindhoven, The Netherlands.

Terms of Payment

All payment has to be made according to the conditions on the Proforma Invoice (PI). Payment terms are granted by BESTYIELD on the condition that an adequate credit limit is available for each individual order. In case that the order should exceed this credit limit, BESTYIELD is entitled to demand payment in advance of the remainder of the value of the order. In the event of a subsequent change in the customer´s creditworthiness, BESTYIELD reserves the right to demand cash prepayment or the provision of security and, in case of non-performance, to rescind the contract. In the event of cost increases (e.g. as a result of foreign exchange fluctuations or increased supplier cost), BESTYIELD is entitled to raise the price appropriately. Off-set is only allowed with undisputed claims or claims which have been determined non-appealable by a court of law. If a credit limit has been granted and no other payment agreement reached, payments are due without any deduction whatsoever 14 days after the invoice date. All costs entailed by the collection of the invoice such as postal, telephone charges, internal handling costs, without limitation, as well as the legal cost and the costs of legal assistance shall be for the customer account. Upon the customers failure to pay within the period stated on the Proforma Invoice, interest shall be due without further notice at a rate of 3 % p.a. above the respective 1-year LIBOR calculated on the purchase price. In case of deviation from the payment terms without justified cause, BESTYIELD may, at any time, elect to effect delivery contemporaneously upon payment in cash, against prepayment or to demand the provision of security. All out-standing accounts, including those for which payment by installment was agreed upon, shall become due and payable immediately.

Delivery

Delivery dates and periods are approximate and non-binding, unless they are agreed upon in writing and expressly identified as being binding. BESTYIELD is entitled to perform partial delivery. Unless agreed otherwise in writing, BESTYIELD shall decide on the manner of transport, dispatch and packaging without any resulting liability for BESTYIELD. The risk of loss or damage in the goods shall pass to the customer upon delivery of the goods to the carrier. Upon receipt of the goods the customer shall, within 5 working days, advise BESTYIELD of any discrepancy between the terms of the Order, failure to do so shall constitute full acceptance of the delivery. Applicable terms and conditions under CMR shall apply. If case arises, the insurance company can perform additional research if needed. The customer and BESTYIELD have to co-work to provide the request information, documentation to the appointed surveyor on behalf of insurance company. The customers entitlement to claim compensation for default in delivery is excluded in case of slight negligence; in all other respects the amount thereof shall be limited to the amount of foreseeable damage not, however, exceeding a maximum of 5 % of the value of the goods affected by the default in delivery.

Retention of Title

All goods delivered shall remain the property of BESTYIELD until complete performance of all obligations of the customer, including future obligations. The customer has the right to on-sell the goods with reserved title in the normal course of business. The customer hereby already assigns to BESTYIELD its future claims arising from the on-sale of such goods with reserved title in the amount of the respective invoice value, as security, pending payment in full of all the claims.

At the request of BESTYIELD the customer shall provide BESTYIELD with details of its respective customers and advise of the type and scope of the claims the customer has against them. The customer is not allowed to pledge or assign as security the goods with reserved title. In the event of attachment by third parties of the goods with reserved title, the customer shall indicate that they are the property of BESTYIELD and advise BESTYIELD thereof immediately in writing. Any combination, amalgamation, processing or transformation of the goods with reserved title shall be affected exclusively for BESTYIELD. In such a case BESTYIELD shall acquire a joint ownership share in the finished goods or the new goods corresponding to the value of the goods with reserved title in proportion to the value of the finished goods or new goods. In the event of default in payment, including payments due on other and future goods or services supplied to the customer by BESTYIELD or if there is any cause to suspect a deterioration in the financial circumstances of the customer, BESTYIELD may upon reasonable notice claim its reserved title and recover the goods with reserved title and, without prejudice to asserting further claims for damages, rescind the purchase contract. The customer shall permit BESTYIELD or other persons assigned by BESTYIELD to enter any land or premises of the customers to recover the goods with reserved title. At the customer’s request BESTYIELD shall release security insofar as such security exceeds the value of the claims to be secured by more than 10 % on aggregate.

Warranty

The customer shall examine the purchased goods immediately after delivery. Once any defects or damages are found, the customer shall notify BESTYIELD about such defect, damage or other deviation within 5 working days after receipt of the goods and a failure of notification will result in the exclusion of the warranty rights. BESTYIELD reserves the right to repair or replace the purchased goods during the statutory warranty period. In no event shall the customer be entitled to suspend, withhold or off-set any payment by invoking warranty claims or any other similar grounds with respect to the delivered goods.

Intellectual Property

BESTYIELD retains to the utmost all of its intellectual property rights (“IP-Rights”) including but not limited to copyrights, trademarks, and patents that are contained in the goods. The customer is strictly prohibited from registering any IP-Rights that are relating to BESTYIELD Group or BESTYIELD’s products; any registered IP-Right that are relating to BESTYIELD Group or BESTYIELD’s products must be transferred from the Customer to BESTYIELD immediately. BESTYIELD hereby disclaims all possible responsibility and liability due to the goods supplied by BESTYIELD regarding intellectual property rights whatsoever asserted or claimed by any third party to the Buyer except in the case that there exists other mutual agreement between BESTYIELD and the Customer which expressly stipulates BESTYIELD’s responsibility related to intellectual property rights

Liability

The contractual and statutory liability shall be limited to intent and gross negligence by BESTYIELD, its representatives and its vicarious agents. TO THE EXTENT AS PERMITTED BY THE APPLICABLE LAW, IN NO EVENT WILL BESTYIELD BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION AND OTHER TORTS. Only by breaching essential duties shall BESTYIELD be liable, with such liability being limited to the damage foreseeable at contract conclusion. The liability for damages arising from injuries of life, body or health remains unaffected by these Terms and shall be in accordance to law.

BESTYIELD shall not be liable for any indirect loss, loss of business, profits, savings the customer is expected to make, wasted money, wages, fees or expenses, due to late delivery, non delivery, unsuitability, breakdown or stoppage of the goods or any part of them.

Income tax, Import turnover tax, VAT

If the customer is domiciled outside the Netherlands, it shall comply with all rules on profit and income tax / import turnover tax applicable in the relevant economic area, in particular it shall notify BESTYIELD of its turnover tax identification number without requiring any specific request to do so and willingly provide any information necessary. If the goods supplied by BESTYIELD are designated for export outside the European Union, the customer must provide all necessary documentation (shipping documents, export/import documentation, customs documents, etc) which BESTYIELD may require to obtain VAT refund. BESTYIELD is entitled to request the VAT from customer in advance, as security until all necessary documentation has been provided. In case of non-compliance the customer shall compensate BESTYIELD for all expenses and damages caused as a result. BESTYIELD is not responsible for obtaining official permits for export transactions.

Export control Policy

BESTYIELD’s hardware, software or services products (collectively, under this Section 10, “Products”) are subject to export control and economic sanction laws of the United States, the European Union, and any other applicable jurisdictions (collectively “Applicable Trade Laws”).

Customer agrees to comply with all Applicable Trade Laws in receipt and handling of our Products. In particular, customer:

1. shall not export/reexport Products to any country or person (individual, entity, or organization) to which such export/reexport is restricted or prohibited under all applicable Foreign Trade Control Laws unless obtaining all required licenses for such export/reexport. Customer acknowledges that it is its sole responsibility to obtain any license or other authorization required for us to export/reexport the Products.

2. agrees to comply fully with all requests by BESTYIELD for information required in connection with the sale and shipment of the Products and with all terms and conditions of any export/import licenses or authorizations relating to the Products

3. will not use the Products in or in relation to (i) nuclear end uses; (ii) rocket/missile systems or unmanned air vehicles; (iii) nuclear, biological, or chemical weapons or weapons of mass destructions; (iv) non-U.S. maritime nuclear propulsion projects; (v) non-U.S. vessels or aircraft; (vi) any military end use or end user prohibited by applicable law or terms of a license. Customer also will not export/reexport or transfer (in country) the Products for any of these restricted end uses or to any end users involved in these restricted end uses.

No Russia Clause/No Belarus Clause

The European Union has issued numerous sanctions regulations targeting Russia and Belarus, including (i) Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine, as amended inter alia through Council Regulation (EU) 2023/2878 of 18 December 2023 and (ii) Council Regulation (EU) No 765/2006 of 18 May 2006 concerning restrictive measures in respect of Belarus, as amended inter alia through Council Regulation (EU) 2024/1865 of 29 June 2024. Accordingly, we require our customer to adhere to the following rules:

(1) Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

(2) Customer shall not sell, export or re-export, directly or indirectly, to Belarus or for use in Belarus any goods supplied under or in connection with this Agreement that fall under the scope of Article 8g of Council Regulation (EU) No 765/2006.

(3) Customer shall undertake its best efforts to ensure that the purpose of paragraph (1) or paragraph (2) above is not frustrated by any third parties further down the commercial chain, including by possible resellers.

(4) Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers that would frustrate the purpose of paragraph (1) or paragraph (2).

(5) Any violation of paragraphs (1), (2), (3) or (4) of this No Russia Clause/No Belarus Clause section shall constitute a material breach of an essential element of these Terms, and we shall be entitled to seek appropriate remedies, including, but not limited to:

(i) termination of the PI or Agreement concluded between customer and BESTYIELD; and

(ii) a penalty equal to 30% of the total value of PI or Agreement or price of the goods exported, whichever is highest.

(iii) any and all damages, losses, costs, or expenses incurred by the us.

(6) The customer shall immediately inform us about any problems in applying paragraphs (1), (2), (3) or (4) of this No Russia Clause/No Belarus Clause section, including any relevant activities by third parties that could frustrate the purpose of paragraph (1) or paragraph (2) Customer shall make available to us information concerning compliance with the obligations under paragraph (1), (2), (3) or (4) of this section within two weeks of the simple request of such information.

Governing Law, Jurisdiction

The Governing Law is exclusively the German Law, without referring to its conflicts of law. The competent courts in Hamburg, Germany, shall have jurisdiction over any and all disputes (including actions arising from bills of exchange or checks) if the customer is a businessman possessing full commercial capacity. BESTYIELD shall, however, be entitled to seize the courts, which are competent for the customer's place of business and/or the customer’s responsible branch.