Clause

Millennial Solar Company

Basic Terms and Conditions of Sale

The following provisions apply to Millennial Solar products ("Products"). Any provision of the Buyer's order or other communication contrary to the following provisions shall be null and void. Millennial Solar Company reserves the right to modify the following terms from time to time.

1. Accept

The Buyer confirms and agrees to incorporate these general terms and conditions into this Contract and all purchase orders, shipping orders, purchase requisitions, work orders, loading instructions, instructions and other documents related to the Seller's provision of goods and/or services under this Contract, and to form an integral part thereof, whether in writing or through electronic data interchange (such documents are collectively referred to as this "Contract"). The Buyer confirms and accepts that the Buyer has reviewed and understood these General Terms and Conditions. If the Buyer accepts this Contract in writing or both parties conduct actual sales transactions, it shall be deemed that the Buyer has fully accepted this Contract and these general terms and conditions without any modification. Any addition, change, modification or amendment to the Contract (including the general terms and conditions) proposed by the Buyer, unless expressly agreed in writing by the Seller's authorized employees, shall be deemed to be rejected by the Seller.

2. Shipment & Document

2.1 Shipment. (a) The shipment of products depends on the available positions, and partial shipment is allowed. Each delivery shall be considered as an independent sale. The Buyer waives the right to claim compensation, defense or counterclai; (b) The Seller will properly package, mark and transfer the goods in accordance with any applicable laws or regulations; (c) The Seller will choose the appropriate route to transport the goods; (d) The Seller shall charge for handling, packaging, storage and transportation of goods (including customs duties, taxes, fees, etc.) according to relevant laws or specific provisions of the Contract; (e) The specific contents of the packing list of each batch of goods shall be confirmed by both parties after negotiation; (f) Both parties shall promptly issue the original bill of lading or other freight receipts for each batch of goods after negotiation and confirmation. If the goods transported need to be classified, the specific requirements after negotiation and confirmation by both parties shall be indicated on the bill of lading or other freight receipts. If the Buyer has no specific requirements for relevant documents, the Seller will prepare the documents in the format specified by the Seller.

2.2 Document. The Buyer should : (a) Accept to pay according to the shipping record reviewed by the Seller or the invoice issued by the Seller; (b)Accept payment by electronic transfer system. The specific payment terms and date shall be confirmed by both parties after negotiation; If the payment terms are not clearly specified, the default is delivery upon payment. The seller sends the invoice by EMS, and judges that the buyer has received the invoice according to the receipt signed by EMS. Once the invoice is lost, the value-added tax of the product shall still be paid by the buyer.

2.3 Taxes. Unless otherwise specified in this contract, the price has included relevant taxes levied by the state and local governments. The Seller will indicate relevant taxes on the invoice in accordance with the law. The Seller will provide the information and documents required by the Buyer according to local laws and regulations to enable the Buyer to deduct VAT. The invoice shall conform to the format prescribed by local laws.

2.4 Taxes withheld and remitted by the Buyer. If the Buyer is required to withhold any amount from the payment made to the Seller under the Contract in accordance with relevant laws, the Buyer shall have the right to withhold and remit such amount to the relevant tax authorities. At the request of the Seller, the Buyer will provide the Seller with the tax payment certificate or other vouchers issued by the relevant tax authorities to fully prove that the tax withheld has been paid.

2.5 Delivery plan. The delivery shall be carried out according to the quantity, date and time specified by the Buyer in this contract or in the single sales contract signed by both parties. For all delivery schedules determined by both parties, the time factor is crucial. If the buyer finds that the actual quantity of the product is less than the ordered quantity when receiving the product, the buyer must notify the seller in writing within thirty (30) days after receiving the product, otherwise the seller will not accept it; If the actual quantity of the product is found to be more than the ordered quantity, the over-loaded goods shall be returned to the Seller within thirty (30) days. The Seller will strictly abide by the delivery schedule confirmed by both parties through negotiation, and the delivery schedule of each transaction will be determined by both parties through separate negotiation. In case of any loss caused to the Buyer due to violation of the delivery schedule, the Buyer has the right to claim compensation for the direct loss caused by it. The specific amount of compensation shall be confirmed by both parties after negotiation, but the amount of compensation shall not exceed 5% of the current transaction payment. If the Buyer decides to change the delivery schedule according to the needs of the Buyer's customers or market, economic or other conditions, both parties can negotiate and confirm to change the scheduled delivery frequency or suspend the scheduled delivery.

2.6 Expedited shipment. If the Seller fails to make timely shipment of the goods in accordance with the delivery schedule agreed upon by the Buyer and the Buyer requests the Seller to adopt an expedited mode of transportation, the Seller shall ship the goods as soon as possible. The Seller shall be responsible for paying the costs associated with such expedited shipment, unless the Buyer's actions make it impossible for the Seller to meet the Buyer's delivery schedule, in which case the Buyer shall pay any costs associated with the expedited shipment and give the Seller reasonable time to prepare.

3. Product Specification

As the products are finished products, the specification of the product conforms to the contents shown in the seller's catalog or instructions. In principle, the Seller shall not change the specification, design and scope required by the Buyer.

4. Quality & Inspection

The product quality meets the technical indicators specified in the product specification provided by the Seller. Since the Seller's products are finished products, the Seller only accepts the relevant inspection of the products in the finished state; The Seller does not accept the products in the semi-finished state, the buyer to visit the seller's site, production process inspection.

5. Nonconforming Goods

5.1 The Buyer shall inspect the goods within one week from the date of receipt of the goods. In case of delay, the goods delivered by the Seller shall be deemed to be qualified. The Buyer shall not raise any objection on the quantity or quality of the goods. The Seller shall not replace the goods covered by this Contract with any goods unless both parties confirm their written permission. After both parties confirm that the goods are unqualified, both parties can negotiate and confirm the following methods: (a) Replace the Nonconforming goods; (b) Return processing; And/or (c)Both parties will negotiate and confirm other handling methods. The Seller shall bear the direct expenses related to the disposal of nonconforming products. If the nonconforming products cause losses to the Buyer, the Buyer has the right to make compensation for the direct losses caused by them. The specific amount of compensation shall be confirmed by both parties after negotiation.

5.2 The Seller shall not be liable for the defects that do not seriously affect the use of the goods, as well as the non-substantial deviation from the specifications of the goods. At the same time, the Seller shall not be liable for defects caused by the following circumstances: (a) normal loss of goods; (b) damage caused by risk transfer, or (c) intentional or negligent use of inappropriate mechanical equipment or process methods by the Buyer or a third person entrusted by the Buyer in the process of handling the subject matter Damage to the goods caused by improper storage not due to the fault of the Seller or other objective factors for which the Seller has not clearly stated its responsibility in this contract.

6. Force Majeure

For any loss or damage caused by (in part or in whole) any force majeure, fire, strike, flood, accident, riot, lockout, transportation damage or loss, limit, blockade, embargo, riot, mobilization or any other action of government agencies, non-governmental restriction, power failure, third party's non-performance and any reason beyond the control of Millennial Solar, whether at the place of shipment or destination, Millennial Solar will not be responsible for the transportation or any place where the event occurs, or the country where the factory manufacturing the product is located, and Millennial Solar can terminate the sale without being responsible to the buyer. After the occurrence of any such event beyond the control of Millennial Solar, if Millennial Solar chooses not to terminate the sale, the delivery time originally specified in the order contract shall be deemed to be extended to the time that Millennial Solar can deliver. If the Buyer cannot accept (the) delivery (time) due to the above reasons or reasons different from the above, Millennial Solar can choose to terminate the sale without being responsible to the Buyer, or extend the originally specified delivery time to the time when the Buyer can accept the delivery.

7. Guarantee

7.1 General Warranty. The product complies with the technical indicators of the product manual provided by the seller and is maintained in accordance with the provisions of the product warranty provided by the seller. Unless otherwise specified in the agreement, the Seller will not make any warranty except for the quality when providing products/samples. The Seller hereby expressly waives all express, implied and statutory warranties, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement or violation of intellectual property rights. The Seller can make suggestions on the use of products, but the evaluation of the effectiveness and applicability of products in various applications depends on the Buyer. The products and/or samples provided to the Buyer shall not be used inside the human body as safety equipment or fail-safe system, as well as vehicles, unless otherwise stated in its written specifications. If the products and/or samples are used in this way or in any wrong way, the Seller shall be free from any liability or damage arising therefrom. Both parties may enter into a separate agreement to manage or deal with the refund of unqualified goods.

7.2 Warranty Period. RMB transaction: 1 year after the goods arrive at the place designated by the buyer; CIF transaction: the goods are free from defects in materials and workmanship within 1 year after arriving at the buyer's airport. Defective products must be shipped to the Seller for inspection. After inspection, the Seller can choose to refund the purchase price, or repair or replace any defective products free of charge. This warranty only applies to the original buyer, and does not apply to defects caused by the buyer's error or improper installation, connection, repair, modification, application and handling, such as contact with outdoor air, excessive current, overheating, supercooling, humidity or vibration. The Seller does not guarantee the wear of components.

8. Composition and Toxic and Harmful Materials

The Seller is applying for corresponding processing for relevant certification and standards for products; If the buyer needs to know its specific situation, he can query the specific items in the seller's comprehensive catalog according to the product model.

9. Insolvency of The Buyer

Under the following or any similar circumstances, the Seller may immediately terminate this Contract without incurring any legal liability to the Buyer: (a) the Buyer is insolvent or has financial difficulties; (b) The buyer voluntarily applies for bankruptcy; And (c) any person files an application for compulsory bankruptcy against the Buyer; (d) Appointment of the Buyer's property manager or custodian; (e) The buyer executes the property transfer in favor of the creditor; Or (f) the Seller makes any financial or other accommodation arrangements that are not considered in the Contract but are necessary for the Buyer to perform its obligations under the Contract. Regardless of whether the Contract is terminated or not, the Buyer shall compensate the Seller for all expenses incurred by any of the above matters, including but not limited to all legal fees or other professional fees. In case of the above, the property right of the Buyer will be automatically transferred to the Seller.

10. Liability for breach of contract

10.1 For any losses, liquidated damages and expenses caused to the Seller due to the Buyer's cancellation, change of the contract or delay in payment, the Seller has the right to deduct from the Buyer's advance payment (if any), and reserves the right to further recover the losses and expenses from the Buyer.

10.2 Interest on late payments shall be paid at the high interest rate permitted by the People's Republic of China for all payments that are overdue or paid by bill, and Seller shall be liable for all costs and attorney's fees incurred in investigating the overdue accounts. Depending on the payment record or financial position of the Buyer, the Seller may alter or delay the sale of credit to the Buyer or stop the supply to the Buyer, limit or cancel the credit line of the Buyer, and require the Buyer to pay an advance payment or provide a guarantee accepted by the Seller before the Seller begins to prepare the goods for the performance of the sales contract.

11. Termination of contract due to breach of contract

In case of any of the following events, the Seller may terminate the Contract in whole or in part without prior notice, and shall not be liable for compensation for losses:
(a) When the buyer is dissolved, or is applied for bankruptcy or reorganization, or the seller has evidence that the other party will inevitably be dissolved or bankrupt;
(b) The Buyer terminates its business or changes its business without timely informing the Seller;
(c) The buyer's business license is revoked;
(d) The Buyer's legal representative, shareholder, investor and personnel related to the operation are changed unacceptable to the Seller;
(e) When the Buyer is deemed to have an obstacle in its ability to pay (such as more than 2 weeks in arrears, etc.) or to have violated other obligations under the Contract.

12. Technical Information

12.1 The Buyer and the Seller shall have the obligation of confidentiality for the confidential information of the other party that they know during the performance of this Agreement or the transaction. Confidential information refers to the technical data and drawings submitted in writing, but does not include the following information: (a) At the time of disclosure by the other party, it was known to the public or shared; (b) At the time of disclosure by the other party, one party has held; (c) At the time of disclosure by the other party, it is not the responsibility of one party, but is known or shared by the public; (d) Lawfully obtained from a third party with proper authority without confidentiality obligation; (e) Developed independently without using the other party's secret information. The confidentiality obligations of both parties shall be observed after the termination and termination of this contract, except during the validity of this contract, unless such technical information has become known to the public for reasons other than the parties.

12.2 If the product/sample purchased by the Buyer will be resold or delivered to a third party, the Buyer must provide the third party with a copy of this document, all specifications, manuals, catalogues, leaflets and written information about the product/sample received by the Buyer.

13. Maintenance

In case of product failure, the Seller's personnel must confirm it, and both parties shall negotiate to determine the specific scheme. Carry out relevant repairs according to the provisions of the Seller's product warranty. If the Buyer repairs itself or entrusts a third party to repair, the Seller will not be responsible for the product and the consequences caused by the Buyer's own repair.

14. Indemnity

14.1 Infringement. Claims arising from any infringement (including patent, trademark, copyright, spiritual right, industrial design right or other ownership, or abuse or misappropriation of trade secret) related to the goods or services under the Contract, including any claims arising from the Seller's only providing part of the goods or services, and the resulting damages and expenses (including but not limited to lawyers and other professional fees and payments), If such infringement is caused by the Seller's compliance with the design and manufacture provided by the Buyer, the Buyer shall bear the claims arising from the aforesaid infringement.

14.2 Product liability. In case of personal injury or death, property loss or economic loss caused by the defects of the product itself, the Buyer may require the Seller to make compensation in accordance with the Quality Law of the People's Republic of China and the court judgment.

15. Compliance with Laws

The Seller and the Buyer shall comply with the relevant laws, regulations, rules, orders, conventions, regulations and standards of the People's Republic of China, including but not limited to the laws related to environmental matters, wages, working hours and working conditions, selection of subcontractors, discrimination, occupational health/safety.

16. Transfer of Rights and Risks

16.1 The risk of loss and damage of goods shall be transferred from the Seller to the Buyer from the time the Seller delivers the goods to the carrier.

16.2 If the goods are available for delivery, but cannot be delivered due to reasons other than the Seller's fault, the risk of loss or damage of the relevant goods shall be transferred from the Seller to the Buyer from the date when the Seller notifies the Buyer in writing that the goods are available for delivery.

16.3 The Seller shall retain the ownership of the goods until the Buyer has paid the corresponding price. During this period, the Buyer shall not dispose of the goods by selling, leasing, lending, delivering, using and other forms.

17. Product Change and Shutdown

The Seller reserves the right to change the products not ordered from time to time, including the right to stop the production of such products. The supply period of products and related services after production suspension shall be determined by both parties through separate negotiation.

18. Tariff and Export Control

18.1 Tax credits and refunds. The Seller can provide necessary information (including written documents and electronic transaction records recorded in the format approved by the Buyer) to enable the Buyer to obtain these benefits, credits, or rights. In addition, the Seller will also provide all necessary information, documents and electronic transaction records related to the goods to enable the Buyer to fulfill the relevant customs obligations, the requirements, and certificates of the mark of origin, and enable the Buyer to claim preferential tariff treatment for the goods that meet the requirements of the applicable preferential trade system.

18.2 Export control. Products/samples are subject to the export laws and regulations of the People's Republic of China and other countries. Any transfer or re-export contrary to applicable export control laws and regulations, or any violation of applicable export control laws and regulations is prohibited.

19. No Implied Waiver

The failure of either party to require the other party to perform any provision of this contract at any time shall not affect the right to require the performance of this provision at any time in the future; Neither party shall be held accountable for any breach of any provision of this contract, nor shall it constitute a waiver of any subsequent breach of the same or other provisions. Neither party's failure or delay in exercising any of its rights or remedies under the Contract shall constitute a waiver of such rights or remedies; The single or partial exercise of any right or remedy shall not preclude the exercise of other or further rights or remedies. Any transaction custom or performance process shall not be used as evidence to waive or limit one party's obligations under the Contract.

20. Relationship Between the Parties

The seller and the buyer are independent parties to the contract. Nothing in this contract can make either party become the agent or legal representative of the other party for any purpose, nor can any party be authorized to undertake or establish any obligation on behalf of the other party or in the name of the other party.

21. Severability

If any provision of this Contract is invalid or unenforceable according to any act, regulation, regulation, administrative order or other legal provisions, this provision shall be deemed to be modified or deleted to the extent necessary to comply with such act, regulation, regulation, decree or provision, and the remaining provisions of this Contract shall remain valid.

22. The Seller's right to know the situation

The seller can provide relevant information about listed companies in the seller's group; The Seller has no obligation to provide relevant information of unlisted companies in the Seller's group; The buyer must keep the relevant information confidential.

23. Service and Loss Compensation

The services provided by the Seller and the compensation for losses are limited to the contents specified in the Contract.

24. Arbitration

Any controversy, dispute or claim in connection with or in relation to the terms and conditions herein (except pertaining to the payment for the Products/Trial Units), including without limitation, their interpretation, construction, coverage, scope, performance, non-performance, breach, termination, validity or enforceability，shall be resolved by both parties through negotiation; If the negotiation fails, it shall be settled by arbitration of the Shanghai Branch of the China International Economic and Trade Arbitration Commission according to its rules and procedures at the request of either party by the sole neutral arbitrator agreed by both parties. The arbitration of such issues, including, without limitation, the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties to the maximum extent permitted by law. The parties intend that this Section shall be valid, binding, enforceable and irrevocable. The place of arbitration shall be Shanghai. No party shall seek punitive damages. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

25. Entire Agreement

This Contract and its annexes, schedules, supplementary documents or other terms specifically specified by the Seller in this Contract together constitute the entire agreement between the Seller and the Buyer on the matters contained in this Contract and supersede all previous oral or written commitments and agreements. This contract can only be modified by the written contract modification document issued by the Seller. Regardless of whether the Contract contains any provision to the contrary, the Seller expressly reserves the right to make any claim against the Buyer due to any fraudulent or coercive act related to the conclusion of the Contract, or any breach or expected breach of the existing contract previously signed by the Buyer and the Seller (regardless of whether the existing contract previously signed is related to the same or similar goods or matters described under the Contract), And this contract does not constitute a waiver or exemption of such rights and claims. All payments made by the Buyer to the Seller under this Contract shall not affect the Seller's claim, right or remedy.

26. Dispute Resolution

26.1 Any dispute arising out of or in connection with this Contract shall be submitted to the court with jurisdiction in the place where the Seller is located.

26.2 The Contract shall be governed by the laws of the People's Republic of China.