Purchase Order Terms & Conditions

The term “SUPPLIER” means YE FONG ALUMINIUM INDUSTRIAL LTD. The term “Buyer” means an individual, corporation or other legal entity which enters into, or intends to enter
into business dealings with Supplier by request Supplier’s quotation. The term “Order” means Buyer’s expressed request to purchase Products from Supplier. The term “Products” means the products, materials and related services, where applicable, that Buyer desires to purchase from Supplier.

Buyer’s Order is subject to acceptance by SUPPLIER, which acceptance is confirmed by and in form of Supplier’s Confirmed Written Acceptance. Acceptance of this Order is subject to all the terms set forth herein and on the face of Supplier’s Written Acceptance, under which shall constitute the sole terms and conditions of any Order. Buyer’s assent to all such terms
and conditions shall be conclusively presumed (A) when Buyer receives this document or/and the Supplier’s Confirmed Written Acceptance, electronically or otherwise, and makes no written objection within three (3) days of such receipt; or (B) when Buyer accepts all or any part of the Product(s) reflected by the Order and confirmed by the Supplier’s Confirmed Written Acceptance. Unless otherwise agreed to in advance in writing by Supplier, Supplier hereby expressly objects to any terms or conditions that differ from or are additional to those stated herein or on the Supplier’s Confirmed Written Acceptance.

All prices and charges are finalized and concluded in Supplier’s Confirmed Written Acceptance, where applicable. No change of price or charges of any kind for any reason is
effective without separate written consent and confirmation of Supplier.

Payments shall be made in US Dollars by wire transfer or checks and must be received by Supplier in full, without set-off or other deduction, not later than the due date. Payment
terms shall be as set forth and concluded on the face of the Supplier’s Confirmed Written Acceptance and shall be measured from the invoice date. If the payment due date falls on a day which is a Saturday, Sunday or legal holiday in place of the Buyer’s registered or business address, then payment shall be due on the last business day immediately prior to such Saturday, Sunday or legal holiday. Failure by Buyer to make full payment by the due date shall constitute a default. In such case, and in addition to any other rights available to Supplier at law or in equity, Supplier will be entitled to assess interest charges upon Buyer for any overdue amounts (as well as on any judgment for the same.) All Orders are subject to credit approval by Supplier. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer’s financial condition generally, Supplier may demand different terms of payment from those specified above, and may demand additional assurance of Buyer’s due payment. Any such demand may be oral or in writing and Supplier may, upon the making of such demand, stop production and suspend shipments
hereunder at Supplier’s sole discretion. If within the period stated in such demand, Buyer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate assurance of due payment, Supplier may, at its option, treat such failure or refusal as a repudiation of the portion of Order which has not been fully performed or may resume production and may make shipment under reservation of possession or of a security interest and may demand payment against tender of documents of title.

The prices and charges stated on the face of Supplier’s Confirmed Written Acceptance do not include state or federal excise, sales or use, or other taxes (if any) now in effect or hereafter levied by reason of this transaction. All such taxes shall be for the Buyer’s account.

Supplier shall use reasonable efforts to fill this Order in accordance with the estimated shipping date, if applicable, but shall not be responsible for any delays in filling this Order nor liable for any losses or damages resulting from such delays, and this Order shall not be subject to cancellation for such delays.

Supplier will not be liable for failure in the performance of its obligations hereunder where such performance has been delayed prevented or rendered commercially impractical due
to accidents, differences with workmen, strikes, shortage of labor, inability to obtain materials, fuel or power from normal sources, fires, floods or other acts of God, acts or omissions of Buyer, priorities required, requested or granted for the benefit of any Federal or state government, restrictions imposed by Federal or any state legislation or regulations thereunder, or any cause whether similar or dissimilar to those enumerated, beyond the reasonable control of Supplier.

Inspection of Products shall be made promptly by Buyer within THIRTY (30) days after Buyer’s receipt of Products. Buyer shall promptly notify Supplier in writing (via facsimile, e-mail or certified mail) if Buyer believes that any Products delivered hereunder are properly rejectable and properly hold such Products pending Supplier’s inspection. The parties
agree that Supplier’s analyses shall govern (If Buyer requests, Supplier shall furnish Buyer with a certificate of analysis for each shipment under this Order at Buyer’s own expenses.)

Supplier warrants to Buyer that the Products at the time of shipment to Buyer hereunder, (A) will conform to the specifications on the face of Supplier’s Confirmed Written Acceptance;
(B) that it will convey good title thereto and that such Products will be delivered free from any lawful security interest or other lien or encumbrance unknown to Buyer; and (C) that such Products will be free from defects in material and workmanship. All warranty claims must be made in writing by Buyer to Supplier within THIRTY (30) days following shipment of the Products to which such warranty claim relates. SUPPLIER MAKES NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), EXCEPT SUCH AS IS EXPRESSLY SET FORTH HEREIN.

Supplier may be acting hereunder on its own behalf or as agent for any one or more persons or subsidiaries to or affiliated with Supplier. Supplier’s Confirmed Written Acceptance may be performed and all rights hereunder against Buyer may be enforced by (i) Supplier; or (ii) any one or more persons or subsidiaries to or affiliated with Supplier; or (iii) a third party designated by Supplier; (iv) in part by Supplier and in part by one or more of said persons, subsidiaries, affiliated persons or third parties.

Buyer shall release, hold harmless, indemnify and defend Supplier, its present and future officers, directors, officials, employees, agents, subsidiaries, affiliates, successors and assigns from any liability (including without limitation liability for negligence or strict liability) claims, losses, suits, demands, penalties, fines, forfeitures, damages and costs caused by, arising out of or relating to the Products supplied hereunder, the design of Products supplied hereunder or the design of the packages or containers in which Products are shipped.

Buyer shall not terminate any Order confirmed by Supplier’s Confirmed Written Acceptance without the written consent of Supplier. If Supplier consents to such termination,
reasonable termination charges computed by Supplier shall be assessed in connection with such termination (which may include but shall not be limited to any change in LME price between the date on which the Order was priced and the date of desired termination).

Liability. Supplier’s liability and Buyer’s exclusive remedy for any tender of nonconforming or defective Products or breach of warranty, is expressly limited to Supplier’s choice of
(A) the repair of nonconforming or defective Products; (B) the replacement of nonconforming or defective Products with conforming Products at the FOB shipping point shown on the face of Supplier’s

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Confirmed Written Acceptance Such repair or replacement will be made only upon return of the nonconforming or defective Products, which may be returned at Supplier’s cost. Supplier shall not be liable for any incidental, consequential, indirect, special, exemplary, contingent, or punitive damages for (A) any breach of contract or warranty, whether based on theories of breach of warranty, breach of contract, tort, negligence, strict liability or otherwise; (B) the tender of defective or nonconforming Products; or (C) breach of any other provision of this agreement; or (D) any claim of any kind arising out of or relating to any Order or Supplier’s performance in connection therewith. In any event, Supplier’s liability to Buyer shall not exceed the purchase price of the Products on which such liability is based. Buyer assumes all other liability for any loss, damage or injury to persons or property arising out of, connected with or resulting from the use of the Products, either alone or in combination with other products.

Delivery and transportation provisions applicable to Order shall be those stated on the face of the Supplier’s Confirmed Written Acceptance. (A) Where the shipping
terms on the face of the Supplier’s Confirmed Written Acceptance state that the Products are sold FOB destination, Supplier will deliver and bear the cost of transportation of such Products to such destination in accordance with the provisions of this paragraph. The method and agency of transportation and the routing will be designated by Supplier. Excess packing, shipping and transportation charges that result from compliance with respect to the use of any agency or method of transportation or any routing other than that which would be designated by Supplier shall be for Buyer’s account.
In the case of Buyer pickup, Buyer’s truck is the destination, and unless Supplier otherwise agrees in writing, Supplier will not deliver or bear any cost of shipment or transportation, or make any allowance with respect thereto, beyond loading onto Buyer’s truck (whether owned by, leased to or otherwise under contract to Buyer). Buyer shall bear all risk of loss or damage upon Supplier’s loading of such Products onto Buyer’s truck. (B) Where the shipping terms on the face of the Supplier’s Confirmed Written Acceptance state that the Products are sold FOB shipping point Supplier’s plant, the cost of transportation and risk of loss or damage thereof shall be borne by Buyer.

(A) Supplier may make partial shipments and may invoice for each such partial shipment separately. Each partial shipment will be deemed to be a separate sale however; delay in delivery of any partial shipment will not relieve Buyer of its obligation to accept delivery of remaining shipments under the face of the Form. (B) Absent manifest error, Supplier’s
shipping weights will govern for each shipment or partial shipment under the face of the Supplier’s Confirmed Written Acceptance. Should Buyer dispute the shipping weight of any shipment or partial shipment under the face of the Supplier’s Confirmed Written Acceptance, Buyer will promptly notify Supplier in writing of the reasons for such dispute and provide to Supplier all necessary documents to substantiate the difference.

(A) Buyer and Supplier shall comply with all national and international export and control regulations. Equipment, technology and technical data shall not be exported, resold,
diverted, re-exported or disposed of in other than the country of ultimate destination (currently approved by the United States Government), without the prior approval of the United States Department of State or Commerce or other Agency of the United States Government, whichever is appropriate. (B) Supplier shall assume no liability in the event that an export license is not approved or later withdrawn by the United States Government or other applicable Government. (C) Where Buyer requests a routed transaction (meaning it will along with its U.S freight forwarder accept responsibility as U.S Exporter of Record to attain such applicable Government approvals) it shall supply all required documentation to the Supplier including the required routed transaction letters from both Buyer and it's designated U.S. designated Forwarder/agent. Further, Buyer shall comply with all laws and regulations applicable to the use, sale, distribution, transfer, export, or re-export, directly or indirectly,
of any Products, including the laws of the United States (“U.S.”) and any other country in which Buyer or Supplier undertakes any of the foregoing. Buyer will not transfer, export, or re-export, directly or indirectly, any Products to U.S. embargoed countries, or any nationals thereof, or to any other country subject to restriction under applicable laws and regulations, (including but not limited to those

indicated by the U.S. Treasury Department and Buyer hereby warrants that it is not located in, under the control of, or a national or resident of any such country). Buyer will not transfer, export, or re-export, directly or indirectly any Products to any party listed by any applicable government or law as prohibited from receiving such products, and Buyer hereby represents that it is not on, or under control of any person or entity which is on any such list.

Unless another tolerance is stated on the face of the Supplier’s Confirmed Written Acceptance, the quantity tolerance applicable to each item of Products specified on the Order shall be +/- 10% (KG).

Buyer and Supplier shall use their best reasonable efforts to resolve any and all disputes, controversies, claims or differences between Buyer and Supplier, arising out of or relating in
any way to this Agreement or its performance, including, but not limited to, any questions regarding the existence, validity or termination hereof (“Disputes”), through negotiation. If a Dispute cannot be resolved by the functional representatives of Buyer and Supplier, it shall be referred up through management channels of the Parties or their respective designees, for further negotiation. Any Dispute that cannot be settled by mutual agreement of the parties may be decided by the court designated herein. Pending final resolution of any Dispute, Supplier shall proceed with performance of this Agreement according to Buyer’s instructions so long as Buyer continues to pay amounts not in Dispute.

This agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China, without regard to the conflict of laws principles of Taiwan,
the Republic of China. Any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in courts in Taipei, Taiwan. Parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum. This agreement excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. BOTH PARTIES EXPRESSLY AGREE TO WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY, IF APPLICABLE, FOR ANY DISPUTES ARISING OUT OF OR RELATED TO THIS CONTRACT.
The rights and remedies afforded to Supplier pursuant to any provisions of this agreement and any Order/Supplier’s Confirmed Written Acceptance are in addition to any other rights and remedies afforded by any other provisions of the Order, the Agreement, by law or otherwise.

Notwithstanding any other provision contained herein or any other obligation of Buyer hereunder, Buyer, upon acceptance of Products that are the subject of Supplier’s
Confirmed Written Acceptance, warrants that Buyer, its successors, assigns, agents and employees are industrial users of such Products and possess the knowledge and expertise to use the same in accordance with (i) accepted industry standards (ii) all applicable laws, (iii) prudent safety practices and (iv) operating manuals or other instructions provided by Supplier, if any.

Unless otherwise agreed in writing by Supplier, Buyer will not disclose the pricing or other terms of this Order to any third party.

At Supplier’s request, Supplier and Buyer will facilitate business transactions by electronically transmitting data. At Supplier’s final discretion, a data digitally signed
pursuant to this section and electronically transmitted may be as legally sufficient as a written, signed, paper document exchanged between the parties, notwithstanding any legal requirement that the data be in writing or signed. Each authorized representative of a party will adopt a unique, verifiable digital identification consisting of symbols or codes to be transmitted with each transmission. Use of the digital identification will be deemed for all purposes to constitute a “signature” and will have the same effect as a signature on a written document.

These terms and conditions shall be binding upon and inure to the benefit of Buyer and Supplier and their respective successors and assigns, provided that Buyer may
not sell, assign, transfer, convey or delegate any of its rights or obligations under this Order without the prior written consent of Supplier.

(a) Headings used herein are for convenience only and shall not be used for interpretive purpose. (b) A party’s failure to act with respect to another party’s breach of any
provision contained herein does not constitute a waiver. (c) If any provision herein is held to be invalid or unenforceable, such provision shall be narrowly construed, if possible, or otherwise deemed ineffective and the remaining provisions shall not be affected. (d) These terms and conditions will survive the fulfillment of this Order. (e) With respect to any Orders for shipment outside the U.S., the United Nations Convention on Contracts for the International Sale of Products will not apply.