RUISCI General Terms and Conditions of Sales

These terms and conditions will be an integral part of the commercial transactions of our company in selling products and services. Both parties have read and understood these terms and conditions, and agree to be bound by them.

Definition - RUISCI, including but not limited to RUISCI and its subsidiaries and its affiliated companies and branches (if any) under this Agreement.

The order should specify the quantity, delivery method (Incoterms 2010), delivery date, and delivery location of the ordered products. The order shall take effect upon receiving written confirmation from our company. Customers should understand that our company is not only a product manufacturer but also a product sourcing and quality certified by RPQAS(RUISCI Product Quality Assured System) supplier, and any changes or cancellations to product orders will be communicated with the our factory or other orignial manufacturer with or without our brand name authorization using all possible efforts. However, any changes or cancellations to product orders proposed by customers shall not be effective without written confirmation from our company.

Delivery - Unless otherwise agreed in the purchase order, the delivery method for the product is EXW by default. The ownership of the product and the risk of damage and loss will be transferred based on the delivery method from the time the goods are delivered to the delivery location.

Our company, subject to certain applicable prior provisions of the contract between the parties, provides free loading and unloading services for small goods to customers, but for large goods (≥ 15kg), customers should provide necessary assistance to complete loading and unloading. If other services are required, they should be stated in the order.

Breach of Contract Compensation - Our company will make reasonable commercial efforts to ensure delivery is arranged according to the delivery date specified in the purchase order. If our company is unable to meet the delivery date specified in the purchase order, we shall notify the customer upon becoming aware of it. If the above failure to meet the delivery date is caused by activities that our company can reasonably control, we will make reasonable commercial efforts to deliver the product as soon as possible without incurring additional costs to the customer. Similarly, if the customer fails to pay the goods within the agreed deadline, they should provide corresponding compensation to our company. Unless otherwise agreed, any compensation under this agreement shall not exceed five percent (5%) of the corresponding payment or Chinese Yuan CNY10000, whichever is less.

Damaged&Unqualified Goods - Customers should inspect the goods upon receipt from our company. If any damage, quantity or type of goods are found to be inconsistent with the order, photos of the damage and a description of the situation must be sent to our company within 48 hours. Otherwise, it will be deemed that the customer has waived the right to claim compensation for the loss.

Unless otherwise agreed in the purchase order, the customer shall actively inspect all products under this agreement. Any product quality issues shall be notified in writing to the company within 7 calendar days after the goods are delivered to the customer's designated location. If no notification is received during this period, it will be assumed that the product has passed acceptance.

Payment - Unless otherwise agreed in the sales contract/agreement or quotation, the default payment method is full advance by wire transfer, the customer shall confirm payment within thirty (30) days after the contract takes effect. If the payment is not made on time, our company will refuse to fulfill the delivery obligation and will not be liable for any losses caused as a result. In any case, the customer's credit limit cannot be overdrawn, and our company has the right not to accept orders exceeding the credit limit. Our company reserves the right to deliver in batches, and customers should pay the consideration after receiving each batch of goods. The payment currency shall be based on the invoice, including applicable taxes and other additional fees levied by the company as required by the government, including the need to pay or collect relevant sales or transportation products, or provide services. Our company suggests making payment through wire transfer to ensure timely receipt of payment. For the consideration that has not been paid within 15 days after the due date, the customer agrees to pay a monthly interest of 5%. Except for late fees, the client agrees to pay any and all collection fees, including reasonable attorney's fees, as well as expenses incurred by the company in collecting overdue payments from the client.

Remittance Information - Customers should provide detailed remittance information to our company at each payment, so that our company can confirm the payment, correctly deduct the payment or credit notification from the accounts receivable balance in our company's accounts receivable classification. Customers should also provide their account number at each payment. The customer's failure to provide the detailed remittance information mentioned above to our company may result in delays and affect the creditworthiness of the customer's current or future orders. In addition to the remittance information mentioned above, if the customer wishes to offset the company's accounts receivable with one or more credit notes, the customer should promptly provide the company with the correct credit note corresponding to the amount and quantity to be offset. Otherwise, our company will use the earliest accounts receivable as a deduction. In order to prevent commercial fraud and reduce payment risks, our company reserves the right to provide payment history data and related information to third-party companies in such situations.

Sales Tax - The applicable sales tax will be added to the invoice price. If you are eligible for tax exemption, please ensure to provide the applicable documents when placing the order.

Price - Despite the above agreement, if the tariff of the products under this contract fluctuates due to policy reasons, either party may renegotiate based on the fluctuation of the product tariff rate, and the new price shall take effect upon notification to the other party.

Return and Exchange Regulations - Customers can request a return or exchange within 7 natural days from the date of receipt, and arrange the return or exchange with the written consent of our company. Attention: Customers are responsible for the transportation costs of returned or exchanged products that are not caused by our company's reasons. For goods that need to be returned or exchanged, customers will be assigned a return tracking number, and after paying the shipping fee or tax or other miscellaneous fee (if the customer needs to pay), the product will be shipped to the designated destination warehouse. Attention: We do not accept returns or exchanges for products not manufactured and delivered by our company. To ensure timely processing, the return order should be placed outside the packaging and detailed instructions should be attached to the product.

Each product return or exchange must include the following information:

Customer Name and Address

Order number/shipping note number

Invoice number&date (if any)

Return and exchange product catalog number/material number

Reason for return and exchange

Unless caused by our company's reasons, returns are not accepted in the following situations:

The product does not meet the resale criteria at all (including damaged labels or packaging, missing or visually damaged products, and instruments and equipment without a user manual)

Test tools or instruments that have been used or do not have original packaging, labels, and user manuals

Refrigerated products or other perishable products

Original Equipment Manufacturers do not accept returns or products that cannot be returned to Original Equipment manufacturers

Products purchased from special orders (including third-party products)

Dangerous goods return - Customers are aware that dangerous goods transportation must be carried out using a dangerous goods vehicle.

Shelf life/warranty period - Our company guarantees to its direct customers that, unless otherwise agreed, all products will follow the same warranty period specified by the manufacturer in their product manual. In the case where the instrument warranty service is provided by our company, rather than the product manufacturer, the warranty period is fifteen (15) months after the product is shipped or twelve (12) months after acceptance, whichever comes first.

However, this warranty does not apply and our company does not assume any responsibility under the representations and warranties in the following situations: (i) products that have been abused, altered or misused by customers, other persons or entities; (ii) Any pollution or damage occurs after delivering the product to the customer; (iii) Without the prior written consent of the Company, any modification, repair, or optimization of the product by the customer or any third party; (iv) The product price has not been fully paid to our company.

Limited Liability - If any product or service guaranteed under this Agreement is found to be defective or non compliant, the sole responsibility of the Company and the sole remedy of the Customer shall be for the Company to repair it or for the Customer to choose (I) to replace (or re perform) the defective or non compliant product free of charge as a non defective and compliant product (ii) to refund all payments made to the Customer upon receipt of the defective or non compliant product. If replacement is required, the delivery cycle and shelf life/warranty period of the replaced product will be recalculated based on the newly ordered product.

In any case, whether based on contract, tort (including negligence), strict liability, or any other theory or form of litigation, the seller shall not be liable or liable for punitive, accidental, indirect, special, or consequential losses (including but not limited to loss of profit, loss of use, or loss of goodwill), even if informed of the possibility. All liability (if any) of the seller (including subcontractors and agents) for losses related to the products sold under this agreement shall be limited to the price paid for those products, and all liability (if any) of the seller (including subcontractors and agents) for losses related to the services provided under this agreement shall be limited to the fees paid for those services caused by the request.

The purpose of the products provided by our company is the responsibility of the user to refer to the relevant documents provided by our company and the specifications provided by the manufacturer. The product description is subject to updates, including but not limited to product specifications, sources, packaging, etc., without prior notice. We do not guarantee any use of the delivered products for pharmaceutical preparations, diagnostic products, cosmetics or food products, unless such use has been specifically and explicitly approved by our company. Our guarantee shall not apply to the use of products originally intended for research purposes for any other purpose, including but not limited to commercial use, in vitro diagnostic use, in vitro or in vivo therapeutic use, any type of consumption by humans or animals, or any type of application to humans or animals. Customers are responsible for complying with all applicable health, safety, and other regulations, and taking appropriate measures to ensure compliance with the storage, operation, use, and sales of products.

Guarantee - The Company hereby disclaims all warranties or guarantees made by it with respect to the subject matter of this Agreement, whether statutory, written, oral, express or implied, including but not limited to any warranties of merchantability, suitability or adaptability of the product for a particular purpose.

Our limited liability does not apply to any products that are abused, altered, or misused by customers, other persons or entities, or products that are defective or do not meet standards due to the actions or inactions of customers, other persons or entities. Defective or non-standard products only refer to products that do not meet the manufacturer's specified product specifications and should not include products that do not meet customer suitability requirements or products that do not meet any unique customer operating conditions or applications.

Intellectual Property - The ownership of any patents, copyrights, trademarks, technology, designs, specifications, and other intellectual property contained in the products sold and delivered by our company to customers still belongs to the product manufacturer. Customers shall bear all legal responsibilities for infringement of third-party intellectual property rights caused by improper use of a certain product. Any claims arising from the customer's use of a product that does not meet the intended use specified in Section 10, including but not limited to infringement of third-party intellectual property rights;

Proprietary Information - Each party ("Receiving Party") shall keep confidential all proprietary information related to this Agreement provided by the other party ("Disclosing Party") or its affiliates, or any proprietary information derived from the performance of this Agreement by the Disclosing Party or its affiliates, and shall not disclose such proprietary information to any third party or use it for purposes other than the performance of this Agreement. The recipient shall, upon request, return to the disclosing party or its affiliates all copies of documents (held by the recipient at that time) and other tangible media provided or derived by the disclosing party or its affiliates in connection with the performance of this agreement. The recipient shall inform its employees, agents, and representatives of these obligations and require them to assume the same obligations.

Export Restrictions/Anti Corruption - The procurement and acceptance of products under this agreement are subject to China's export restriction laws, restrictions, and regulations. The customer agrees to comply with all applicable export laws, restrictions, and regulations of China and/or foreign agents or authorities, and will not export or re export to any prohibited or prohibited country or any prohibited, blocked, or designated individual or entity restricted by laws or regulations of the United States or foreign countries. The customer representative guarantees that the non legally prohibited products or services they purchase are not on the list of prohibited individuals, specifically designated countries or prohibited individuals. Customers are responsible for obtaining any export, re export, or import licenses as required.

The customer represents and warrants that: (a) they are familiar with and understand the provisions of the 1977 revised U.S. Foreign Corrupt Practices Act (U.S. FCPA), and the customer will comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti bribery or anti-corruption laws enacted by that country or government agency in the country where both parties operate; (b) The client does not have any principals, partners, officials, directors or employees, or officials who will become government entities of any country or government agency (excluding the United States) participating in the following business activities between the two parties; (c) The customer shall not provide, pay, give or promise to pay or provide, directly or indirectly (including through third parties or intermediaries), any funds or any cash or cash equivalents to any government official, government employee (or any company controlled by the government), political party, political party official, or political candidate or government agency (each, a single "government official") to influence any behavior or decision made by such government official, or to induce such official to use his or her influence in the local government to generate or influence such government's decisions in order to assist the company or the customer in their own obligations under this agreement or to profit from the other party. Customers who fail to comply with this section shall be deemed a material breach of this agreement, and the company shall have the right to immediately terminate this agreement and shall be deemed to have no responsibility for the customer's actions.

Termination - This agreement shall terminate upon reasonable written notice from either party to the other. If this Agreement terminates or expires, if applicalbe according to order or contract between both porties, the Company shall immediately issue invoices to the Customer for the products shipped on the effective date prior to the termination or expiration of the Agreement, as well as invoices for all customized products purchased by the Company for the Customer during the aforementioned effective period. The Customer shall pay the price on the invoice immediately upon receipt of such invoice.

Merger, Modification, Waiver - Unless approved in writing by the bound party and signed by an authorized representative of that party, no amendment, modification, or waiver of the terms shall be binding on either party. Waiver is only valid for specific circumstances or purposes and shall not be construed as a waiver of the right to a subsequent breach. The failure of either party to perform any provision of this Agreement at any time or for any period of time shall not be construed as a waiver of such provision or a waiver of the right to perform such provision. The process, purpose, or performance of the transaction shall not supplement, interpret, or modify the terms, conditions, and instructions of this agreement, or the transportation of the product.

Language - This document is produced in both Chinese and English. In case of any conflict between translation into other languages and Chinese, Chinese shall prevail.

Applicable Law - This Agreement is formulated in accordance with Chinese law. Any disputes arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its current effective arbitration rules at the time of application for arbitration. The arbitration award is final and binding on both parties.

Qualification to sign - Each party represents and warrants that it has the right to sign this agreement, and that such signing does not violate any terms or conditions of any contract or agreement to which it is a party.

Transfer - This agreement shall be binding on the parties, their respective heirs, permitted assignees, and nominees, and shall be beneficial to them; However, neither party has the right to transfer, transfer or delegate the rights and obligations or any part of the rights and obligations under this Agreement without the written consent of the other party (either party may transfer this Agreement to the parent company, subsidiary or successor company without such consent)

Definition of Relationship - No party, its employees, or permitted subcontractors or agents shall be deemed to be the agent, partner, joint venture or representative of the other party under any circumstances.