Terms and Conditions OF Sale

1.  Scope of Proforma Invoice / Confidentiality / Entire Agreement

When duly signed by both parties (transmission by fax or emailed scan copy to the contact in charge suffices, but each party shall retain the original copy and produce it upon request), or by Buyer only, but followed by Seller's actual delivery, this Proforma Invoice (“TI”) constitutes the binding purchase contract. A commercial invoice will follow shipment. If signed by Buyer only, this TI constitutes Buyer's offer to purchase until accepted by Seller's countersigning or actual delivery. This TI sets out the entire agreement of the parties relating to the subject matter hereof and supersedes any relevant prior correspondence or communication between the parties.

Any conflict/s between this TI and relevant sales contract/PO between the Parties, terms and conditions of this TI shall prevail.

No amendment to or modification of this TI shall be effective unless made in writing and signed by the duly authorized representatives of each Party.

2.  Terms of Delivery

Delivery shall be made in accordance with the Incoterm 2020 set out at the top of this TI at the expected delivery date or period set out at the top of this Proforma Invoice.

If CIF (Incoterms 2020) is applicable, delivery shall be made at the Port of Shipment named at the top of this Proforma Invoice. Accordingly, delivery shall be accomplished, and the risk of loss or damage to the Goods shall pass to the Buyer, upon delivery of the Goods on board the vessel at the Port of Shipment. Therefore, the “Expected arrival day” indicated in this TI is not binding on the Seller for CIF deliveries. It is not intended to alter the Parties rights, obligations and apportionment of risks under CIF Incoterm.

Notwithstanding anything to the contrary herein, the Seller may at any time render partial deliveries and issue relevant invoices. Further, in case of a credit sale, the Seller reserves the right to cancel this purchase contract (notification by fax or email to the contact in charge suffices) without compensation or to reduce the quantity of Goods in accordance with its credit insurer's assessment or any change of such assessment.

The actual shipping quantity indicated in this TI shall be subject to the approval made by the credit insurer designated by Seller. Seller is entitled to refuse any shipment if by the time of such shipment under this TI: (a) the China Export and Credit Insurance Company (or other credit insurance company used by Seller) refuses to issue credit insurance for the default risk of Buyer, or (b) Buyer's credit as granted by China Export and Credit Insurance Company or other credit insurance company is insufficient to cover the value of Goods, or (c) a material change in Buyer's credit quality has occurred (e.g. credit downgrade, insolvency event or payment default under this TI or other agreement).

Seller has the right to withhold any shipment if and as long as the Buyer either (i) defaults in payment or (ii) Buyer does not provide the agreed

security but shall take up delivery instantly after receipt of the relevant payment and/or security. The withholding of shipments because of either (i) and/or (ii) shall not entitle the Buyer to claim any damages related to such period under this Agreement.

3.  Installation, Operation and Maintenance

The Goods under this contract/TI can only be used and installed within [Australia] and shall not be resold or installed outside of [Australia].

The Goods provided under this TI comply with the standards provided in the Goods' specification data sheet only. Any other technical standards, requirements and/or certification required either by the Goods destination government and/or other authorities shall be entirely at Buyer's own risk and costs. Seller shall in no event be held responsible for any breach or non-compliance under this clause.

Installation, Operation and Maintenance: Seller is not responsible for the installation, handling, operation and use and maintenance of the Goods, which are beyond Seller's control. Buyer shall be responsible for and ensure that: (i) the Goods are installed by professionals qualified for installing solar panels and that such professionals shall install the Goods in accordance with manufacturer's Installation Manual as well as in accordance with local laws and regulations; (ii) the Goods are handled, operated, used and maintained in accordance with manufacturer's Operation, Maintenance and Safety Manual and local laws and regulations; (iii) for Goods installed with private customers, such customers be alerted of the inherent risks of the Goods, be given manufacturer's Operation, Maintenance and Safety Manual and are provided with adequate instructions related to the safe operation and maintenance of the Goods as per such Manual; (iv) a register of customer complaints is kept for the and that the manufacturer is informed of any such monitoring; (v) any such operation complies with local laws and standards including local Goods safety laws and standards. To the extent that Buyer is not the end user of the Goods, Buyer shall: (i) keep record for 25 years of the serial numbers of the Goods sold to each of its own customers and of the name, address and contact details of each such customer; (ii) keep record for 25 years of customer complaints and report any such complaints to the manufacturer; (iii) ensure that Buyer's obligations as specified in this Clause are contractually imposed on Buyer's own customers and by them further down the commercial chain up to the final user so that the entire chain is committed to the above obligations and so that the Goods are properly installed, operated and maintained. To the extent that Buyer or Buyer's customer is the end user of the Goods, Buyer shall or shall cause its customer up to and including the final user to: (i) report any malfunctioning, failures or defects of the Goods to Seller/manufacturer; (ii) allow Seller or experts designated by Seller/manufacturer to visit Buyer or Buyer's customers plants, installation and operation and maintenance records. The Buyer confirms that it has carefully read over the user’s manual and rules of applications for the Goods as provided by the Seller. Any failure by Buyer or Buyer's customers to meet their obligation as per this Clause or the Seller’s user manual or rules of applications during handling (including without limitation to packing/unpacking, loading/unloading, transportation, storage, installation, use, operation or maintenance, etc.) of the Goods shall disqualify the Goods from Limited Manufacturer's Warranty, as well as any other potential Seller liability. The Buyer understands and agrees that the Seller will not be responsible for any damages of any kind, including but not limited to any product damages, personal injury or any other property losses, as resulting from any improper operations or faults by the Buyer or its customers during the handling of the Goods as failure to follow the instructions under the user manual and/or rules of applications as provided by the Seller.

The Buyer understands and agrees that at the time of filing any claims under the Limited Warranty provided by the Seller, the applicant shall be the owner of the warranty right for the Goods or has a valid authorization document issued by the owner of the warranty right for the Goods. It is the responsibility of the owner of the warranty right or its authorized representative to cooperate with Seller for signing the Warranty Solution Agreement.

The notice of claim shall specify the claim along with written proof including, without limitation, for the purchase of the Goods (eg. purchasing invoices indicating purchase date, products, serial numbers, etc.) and for the defect or malfunction of the Goods (e.g. materials related to transport, storage, installation and operation, etc.).

4.  Ownership of Goods / Retention of Title

If Buyer fails to fulfill any of its payment obligations of any previous or current deal, Seller has the right to delay, suspend or cancel the shipment under this TI and any pending or future shipments, with all costs, damages and liabilities borne by Buyer solely.

Ownership of the Goods: Seller retains title in, and remains the owner of, the Goods until receiving payment in full ("Reserved Goods"). In the event of default in payment by Buyer, Seller may repossess the Reserved Goods after giving notice and Buyer shall be obliged to deliver the Goods, or, where applicable, Seller may enter Buyer's business and remove the Reserved Goods. Repossession shall not constitute rescission of this TI or any respective agreement.

5.  Liquidated Damages and Liabilities

If Buyer fails to pay according to this TI, Buyer shall pay 0.5% of the due amount per day of delay as liquidated damages. The prepayment shall be deemed as liquidated damages if any. If Buyer fails to pick up or accept the Goods according to this TI, without prejudice to any other rights of Seller, Buyer shall pay 5% of TI value of such Goods as liquidated damages.

If Seller fails to deliver the Goods on schedule for reasons solely attributable to Seller, Seller shall pay liquidated damages equal to 0.1% of the delayed goods price per week of delay, up to the maximum cap of 5% in aggregate of the delayed goods price. Either Party may cancel the delayed shipment, with no further liability, when the liquidated damages reach the maximum cap. The liquidated damages provided herein are a genuine, fair and reasonable pre-estimate of the damages likely to be sustained by Buyer. Buyer expressly waives any rights of specific performance and agree that such liquidated damages shall be the sole and exclusive remedy of Buyer in relation to the late delivery and/or shipment cancellation. Seller shall have no other liability to Buyer in respect of any late delivery and/or shipment cancellation other than liability to pay the liquidated damages.

Notwithstanding anything to the contrary, the Seller shall be entitled to an extension of the scheduled delivery date if the supply of Goods is or will be delayed due to regulatory approval delay, including but not limited to Bureau of Indian Standards (BIS) certification delay. If there is any conflict between this Clause and any other clauses, this Clause shall prevail.

Neither party shall be liable to the other party for loss of profits or for any indirect, incidental, consequential, special or exemplary damages arising here from. Seller's aggregate liability, if any, in damages, indemnification or otherwise, shall not exceed the goods price paid by Buyer allocable to the specific equipment upon which the claim is directly based. The remedies provided under the Limited Warranty set out Buyer's sole and exclusive remedies from Seller for any breach of the Limited Warranty by Seller. Except as provided in the Limited Warranty, Seller makes no representation or warranty of any kind, whether express or implied, including with respect to any warranty as to merchantability, fitness for use or for any particular purpose.

6.  Dispose of the Goods and Termination of Deal

Without prejudice to any other rights of Seller, Buyer's delay in payment, issuance of the L/C, pick-up or acceptance of the Goods of any shipment over 14 days will entitle Seller to dispose of the Goods and cancellation of the shipment, with all costs, damages and liabilities borne by Buyer solely, and Buyer shall pay to Seller liquidated damages equal to 20 % of the goods value of the shipment cancelled under this clause.

7.  Tax, Duties

The payment of any duties, cost or charges applicable in connection with export and import of the Goods shall be borne in accordance with the Incoterms 2020 trade term specified in the chart of Description of Goods.

Import Duties, Tariffs, and Deposits: Notwithstanding the above, in the event that any import duties, tariffs, or deposits (whether provisional or final) are imposed by the government of the destination country on PV solar modules and/or cells as a result of trade investigations (including but not limited to anti-subsidy, anti-dumping, or safeguard investigations) or for any other reason, the Buyer shall bear full responsibility for these risks and costs. In case of any conflict between this Clause and other clauses of this contract, this Clause shall prevail.

Force Majeure: The Seller shall not be held liable for delays in delivery caused by unforeseen events rendering delivery unreasonable or impossible, including but not limited to difficulties in procuring materials, operational disruptions, strikes, lockouts, personnel shortages, transportation shortages, or official orders. These circumstances may occur in relation to the manufacturer of the Goods or its suppliers or subcontractors. In such events, the Seller is entitled to postpone delivery for the duration of the hindrance plus a reasonable start-up period or to rescind the purchase contract in whole or in part, with repayment of any relevant consideration received. If the hindrance lasts more than 2 months, the Buyer may rescind the unperformed part of the purchase contract after setting a reasonable grace period (notification by fax or email to the relevant contact is sufficient). Neither Party shall be liable for damages resulting from the termination of this contract due to a Force Majeure event under this clause.

8.  Termination

This TI may be rescinded where expressly allowed in this TI or in accordance with applicable laws. Further, it may be terminated by either party for good cause at any time by giving duly signed written notice (transmission by fax or emailed scan copy suffices) with immediate effect. The following events shall qualify as good cause for termination: (i)any disloyal conduct of the other party (such as, e.g., default in payment) which is, if capable of remedy, not remedied within 14 days from the other party's written notification (fax or email suffices); (2) the declaration or petition for the declaration of the other party's bankruptcy or any creditor's moratorium or similar relief against the other party's insolvency, or if the other party's insolvency is otherwise obvious; or (3) the occurrence of a change of control in the Buyer or any material change in the ownership structure of the Buyer. For avoidance of doubt, a change of control in the Seller or a material change in the Seller's ownership structure shall not qualify as good cause for termination by the Buyer.

In the event of termination for good cause, the terminated Party shall not be entitled to and shall lose and forfeit any entitlements that it would otherwise have to, any damages, reimbursements, including but not limited to any prepayments made as reservation fee, or indemnification hereunder and shall be liable for any damage it may have caused to the terminating Party.

9.  Compliance with Laws and Regulations

Buyer warrants that it shall not, directly or indirectly, be involved or act in a manner contrary to applicable laws including but not limited to the U. S. FCPA, any sanctions or trade compliance imposed by the U.S. Securities and Exchange Commission and the European Union or be involved in any transactions with any party identified under the Consolidated Screening List (CSL) https://www.export.gov/csl-search. Buyer shall take full responsibility including keeping Seller indemnified, and immediately notify the Seller if any breach, whether directly or indirectly, of the above comes to its knowledge. A violation of any of the obligations contained in this clause may be a material breach of this Agreement applies and shall entitle the Seller to terminate such contractual relationship with immediate effect and without prejudice to any further right or remedies under this contractual relationship or applicable law.

10.  Governing Law and Dispute Settlement

The laws of New South Wales, Australia (irrespective of its choice of law principles) will govern the validity of this TI, the construction of its terms, and the interpretation and enforcement of the rights and duties of the Parties hereto. Any dispute or controversy or difference arising out of or in connection with this TI between the parties hereto shall be finally settled in accordance with Singapore International Arbitration Centre (SIAC) arbitration rules. The award of the arbitration shall be final and binding upon both parties. The venue and seat of arbitration shall be in Singapore and the language of arbitration shall be English. Notwithstanding the foregoing, either party has the right to apply to any court of competent jurisdiction for preliminary injunctive relief and/or provisional attachments, pre-arbitral attachments, order of specific performance, as may appear reasonably necessary to preserve the rights of either party. The application by either party to a judicial authority for such measures shall not be deemed to be an infringement or a waiver of the arbitration clause and shall not affect the relevant powers reserved to the arbitration tribunal.

11.  Confidentiality

The Parties agree to that the existence of this TI, its terms and discussions and negotiations related to this TI shall be kept in confidence and the Parties shall use the same efforts as they treat their own confidential information. Neither Party shall publicize this contract without written consent of the other Party. To the extent a disclosure is compelled by law the Parties the Party required to disclose shall notify the other Party and the Parties shall work together to minimize such disclosure.