Terms of Service

STANDARD TERMS AND CONDITIONS OF SALE (B2B)

1. APPLICABILITY (a) These Standard Terms and Conditions of Sale (these “Terms”) are the only terms which govern the sale of goods (“Goods”) by Huiyuandong (Xiamen) Health Technology Co., Ltd. (doing business as “LooSeal”) (“Seller”) to the buyer named on the applicable purchase order, quotation, invoice, or Order Acknowledgement (“Buyer”).

(b) Notwithstanding anything herein to the contrary, if a separate written Master Distribution Agreement, Dealer Agreement, Supply Agreement, or other written agreement signed by both parties is in existence, the terms of that agreement shall prevail solely to the extent they are inconsistent with these Terms.

(c) These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

(d) Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms.

2. ORDERS; ORDER ACKNOWLEDGEMENT (a) No order submitted by Buyer shall be binding on Seller unless and until accepted by Seller in writing, including by issuance of an order acknowledgement (“Order Acknowledgement”), pro forma invoice, or invoice.

(b) Seller may accept or reject any order, in whole or in part, in its sole discretion.

(c) Any quantities, specifications, delivery dates, and pricing shall be those stated in Seller’s Order Acknowledgement. If there is any conflict between Buyer’s purchase order and Seller’s Order Acknowledgement, Seller’s Order Acknowledgement shall control.

3. DELIVERY (a) Default Delivery Term. Unless otherwise expressly agreed in writing in the applicable Order Acknowledgement, delivery shall be FCA Seller’s facility, Xiamen, China (Incoterms® 2020).

(b) Seller’s Delivery Obligation. Seller shall deliver the Goods, cleared for export, to the carrier or other person nominated by Buyer at Seller’s facility in Xiamen, China, in accordance with the applicable FCA term. Where delivery occurs at Seller’s facility, Seller shall load the Goods onto the collecting vehicle nominated by Buyer.

(c) Buyer’s Responsibility After Delivery. From and after delivery under the applicable FCA term, Buyer shall be solely responsible for main carriage, cargo insurance, destination charges, import customs clearance, duties, taxes, inland transport at destination, unloading, detention, demurrage, storage, and any other charges arising after delivery.

(d) Carrier Nomination; Pickup. Buyer shall timely nominate a carrier, freight forwarder, or other receiving party and shall provide all shipping instructions reasonably requested by Seller. If Buyer fails to do so, Seller may store the Goods at Buyer’s risk and expense and/or reschedule delivery, and Buyer shall reimburse Seller for any resulting storage, handling, rescheduling, or related costs.

(e) Partial Shipments. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale.

(f) Delivery Dates. Any delivery dates provided by Seller are estimates only and are not guaranteed unless expressly stated in writing by Seller as firm dates.

4. SHIPPING TERMS Delivery shall be made in accordance with the delivery term stated in the applicable Order Acknowledgement. If no delivery term is stated in the Order Acknowledgement, delivery shall be FCA Seller’s facility, Xiamen, China (Incoterms® 2020).

5. NON-DELIVERY (a) The quantity of any installment of Goods as recorded by Seller upon dispatch shall be conclusive evidence of the quantity delivered unless Buyer provides conclusive evidence proving the contrary.

(b) Seller shall not be liable for any claimed non-delivery of Goods unless Buyer gives written notice to Seller within ten (10) calendar days after the date when the Goods would in the ordinary course of events have been received at the agreed delivery point under the applicable delivery term.

(c) Any liability of Seller for non-delivery of the Goods shall be limited, at Seller’s option, to: (i) replacing the Goods within a reasonable time; or (ii) adjusting the invoice to reflect the actual quantity delivered.

6. TITLE AND RISK OF LOSS (a) Risk of Loss. Risk of loss or damage to the Goods shall pass from Seller to Buyer upon delivery in accordance with the applicable delivery term set forth in the Order Acknowledgement, or if none is stated, upon delivery FCA Seller’s facility, Xiamen, China (Incoterms® 2020).

(b) Title. Title to the Goods shall pass to Buyer only upon Seller’s receipt of full payment of the Price and all other amounts due from Buyer with respect to the Goods.

7. AMENDMENT AND MODIFICATION These Terms may only be amended or modified by a writing that specifically states it amends these Terms and is signed by an authorized representative of each party.

8. INSPECTION; ACCEPTANCE; NONCONFORMING GOODS (a) Inspection Period. Buyer shall inspect the Goods within three (3) business days after receipt of the Goods at the destination designated by Buyer (“Inspection Period”).

(b) Buyer shall be deemed to have accepted the Goods unless it notifies Seller in writing during the Inspection Period of any claim that the Goods are Nonconforming Goods.

(c) Nonconforming Goods means only: (i) the product shipped is materially different from the product identified in Seller’s Order Acknowledgement; or (ii) the product label or packaging materially and incorrectly identifies its contents; or (iii) there is visible transit damage or shortage that Buyer could not reasonably have discovered earlier.

(d) Buyer shall provide reasonably detailed written notice of any Nonconforming Goods, including photographs, quantity affected, lot/serial information if available, and description of the alleged issue.

(e) If Buyer timely notifies Seller of Nonconforming Goods, Seller shall, in its sole discretion: (i) replace such Goods; (ii) credit or refund the Price for such Goods; or (iii) permit return of such Goods under a Return Goods Authorization (“RGA”).

(f) Buyer must obtain an RGA number from Seller before returning any Goods. Returns made without an RGA may be refused at Buyer’s expense.

(g) No Returns for Convenience. Except for Nonconforming Goods timely reported under this Section or valid warranty claims approved by Seller, all wholesale sales are final. Seller does not accept returns for unsold inventory, stock balancing, customer preference, or convenience unless expressly agreed by Seller in writing.

(h) For any alleged defect not reasonably discoverable during the Inspection Period, Buyer’s remedies shall be governed solely by Section 11 (Limited Warranty) and not by this Section 8.

9. PRICE (a) Unless otherwise expressly stated in the applicable quotation or Order Acknowledgement, all prices are quoted on an FCA Seller’s facility, Xiamen, China (Incoterms® 2020) basis only.

(b) Prices do not include main carriage, cargo insurance, destination charges, customs clearance, import duties, taxes, inland freight at destination, unloading, detention, demurrage, storage, or any other charges arising after delivery under the applicable FCA term.

(c) Any taxes, duties, fees, or governmental charges imposed on the sale, export, import, delivery, or use of the Goods (other than taxes imposed on Seller’s income) shall be borne solely by Buyer.

(d) If Buyer requests Seller to arrange freight, customs brokerage, insurance, or any other logistics services beyond Seller’s FCA obligations, such services shall be provided only as separately agreed in writing, and all related costs shall be for Buyer’s account unless otherwise expressly stated in the applicable Order Acknowledgement.

10. PAYMENT TERMS (a) Buyer shall pay all invoiced amounts due to Seller in US Dollars and in accordance with the payment terms stated in the applicable Order Acknowledgement or invoice (e.g., Prepay, Deposit/Balance, Net 30).

(b) If no payment term is stated in writing by Seller, payment shall be due in full prior to shipment.

(c) Buyer shall pay interest on all late payments at the rate of 1.5% per month (18% per annum) or the highest rate permitted by applicable law, whichever is lower.

(d) Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including reasonable attorneys’ fees, arbitration fees, court fees, and collection agency charges.

(e) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off, counterclaim, deduction, or dispute with Seller.

(f) If Buyer fails to make any payment when due, Seller may suspend performance, withhold future deliveries, revoke any credit terms, and/or require advance payment, without prejudice to any other remedies.

11. LIMITED WARRANTY (a) Seller warrants solely to Buyer that the Goods shall be free from material defects in materials and workmanship for the period set forth in Seller’s written Limited Warranty Policy supplied with the Goods, if any.

(b) If no separate written Limited Warranty Policy is supplied, the warranty period shall be twelve (12) months from the date of delivery under the applicable delivery term.

(c) Seller’s warranty applies only where the Goods: (i) have been stored, handled, installed, operated, and maintained strictly in accordance with Seller’s written instructions; (ii) have not been modified, altered, repaired, or combined with other products except as expressly authorized by Seller in writing; and (iii) have not been subjected to misuse, abuse, neglect, accident, improper transport, improper storage, improper electrical supply, unauthorized adapters or battery modifications, or use outside Seller’s approved applications.

(d) This warranty does not cover normal wear and tear or consumables, including without limitation refill bags, seals, liners, disposable accessories, batteries, adapters, or components subject to expected depletion or periodic replacement, unless otherwise expressly stated in Seller’s written Limited Warranty Policy.

(e) Buyer shall promptly notify Seller in writing of any alleged warranty defect and shall provide all information reasonably requested by Seller, including photographs, videos, serial or lot numbers, installation details, and proof of purchase.

(f) Seller may require return of the allegedly defective Goods or components under an RGA, or may require reasonable field inspection before approving any warranty remedy.

(g) SOLE AND EXCLUSIVE WARRANTY REMEDY. Buyer’s sole and exclusive remedy, and Seller’s sole obligation, for breach of the limited warranty shall be, at Seller’s option: (i) repair; (ii) replacement; (iii) credit; or (iv) refund of the purchase price paid for the affected Goods.

12. DISCLAIMER OF OTHER WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 11, THE GOODS ARE PROVIDED “AS IS” AND SELLER MAKES NO OTHER WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.

NO REPRESENTATIVE, AGENT, DEALER, DISTRIBUTOR, INSTALLER, OR RESELLER OF SELLER HAS AUTHORITY TO MODIFY, EXPAND, OR CREATE ANY WARRANTY OR OBLIGATION ON BEHALF OF SELLER NOT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

13. BUYER RESALE; INSTALLATION; WARNING; COMPLIANCE OBLIGATIONS Buyer shall: (a) market, sell, distribute, install, and service the Goods only in accordance with Seller’s written specifications, instructions, warnings, and approved marketing materials;

(b) not remove, obscure, alter, mistranslate, or fail to pass through any warning, instruction, limitation, label, serial number, user notice, or other product identification supplied by Seller;

(c) ensure that any installation, assembly, integration, service, or repair performed by Buyer or its contractors is carried out by qualified personnel in accordance with Seller’s written requirements and applicable law;

(d) not modify, alter, relabel, repackage, reverse engineer, disassemble, or combine the Goods with other components or systems except as expressly authorized in writing by Seller;

(e) not make any representation, warranty, guarantee, safety claim, medical claim, accessibility claim, or performance statement about the Goods that is inconsistent with, exceeds, or is not expressly supported by Seller’s written materials;

(f) maintain records sufficient to identify lot numbers, serial numbers, shipment destinations, and downstream customers for not less than five (5) years from resale;

(g) promptly notify Seller, and in no event later than forty-eight (48) hours after becoming aware, of any alleged bodily injury, property damage, safety incident, regulatory inquiry, product malfunction that could create a safety hazard, or claim involving the Goods;

(h) preserve all relevant evidence relating to any incident, including the product, packaging, labels, installation records, photographs, videos, and customer communications; and

(i) comply with all applicable laws, regulations, and industry requirements relating to storage, resale, installation, service, transport, and disposal of the Goods;

(j) provide, and cause its distributors, dealers, installers, service providers, and other downstream customers to provide, the then-current user manual, quick start guide, safety notices, labels, and other warnings or instructions supplied or approved by Seller with the Goods, and ensure that such materials accompany the Goods or are otherwise made available at the point of sale, installation, delivery, and service, as applicable;

(k) not omit, contradict, dilute, mistranslate, or obscure any warning, instruction, limitation, or notice relating to: (i) intended use limitations, including that the Goods are intended only for human waste and toilet paper and not for other materials or uses; (ii) supervision requirements for children or impaired users and child/pet ingestion hazards relating to coagulant or waste contents; (iii) lithium-ion battery, charger, charging environment, electrical connection, fire, overheating, disposal, and unauthorized disassembly or repair risks; (iv) installation, operating surface, stability, filling, sealing, maintenance, and hygiene limitations; or (v) waste disposal, environmental, compostability, and similar end-of-life statements, including any limitation that compostability claims apply only to unused refill film material under stated conditions and not to used waste bags containing human waste and/or coagulant; and

(l) promptly implement and pass through any updated safety notice, correction, warning, instruction, label text, packaging revision, field notice, or other risk-mitigation communication issued by Seller, and if Seller reasonably determines that continued sale, installation, marketing, or use of the Goods without such update would create a legal, safety, or reputational risk, promptly cease the affected sale, distribution, installation, marketing, or service activities upon Seller’s written notice until the required corrective measures have been implemented.

14. NO UNAUTHORIZED REPRESENTATIONS; NO AUTHORITY TO BIND SELLER Buyer is an independent purchaser/reseller and has no authority to make any representation, warranty, guarantee, commitment, or settlement on behalf of Seller except as expressly authorized in writing by Seller. Buyer shall not state or imply that Seller has approved any claim, use-case, installation method, or application unless Seller has expressly done so in writing.

15. PRODUCT INCIDENTS; CLAIMS; RECALL COOPERATION (a) Each party shall promptly notify the other party of any actual or suspected product safety issue, incident, governmental inquiry, or claim involving the Goods.

(b) Buyer shall not admit liability, settle any claim, undertake any recall, issue any public statement, or make any safety-related communication concerning the Goods that references Seller without Seller’s prior written consent, except to the extent required by law.

(c) Seller shall have the right to determine whether a field corrective action, safety notice, recall, retrofit, or other corrective measure is required, except to the extent otherwise required by applicable law.

(d) Buyer shall reasonably cooperate with Seller in any investigation, corrective action, field campaign, or recall, including by identifying downstream customers, stopping further sales where reasonably necessary, and preserving evidence.

(e) The costs of any recall, corrective action, or field remedy shall be allocated in accordance with the root cause of the issue, the parties’ written agreement, and Section 16 (Mutual Indemnification).

16. MUTUAL INDEMNIFICATION (a) Seller Indemnity. Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, suits, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of: (i) a manufacturing defect in the Goods as delivered by Seller; (ii) a design defect in the Goods, but only to the extent the design was furnished or controlled by Seller; (iii) Seller’s failure to provide legally required warnings, instructions, or labels with the Goods; (iv) Seller’s material breach of its express warranties under these Terms; or (v) Seller’s violation of applicable law with respect to the manufacture, export, labeling, or sale of the Goods.

(b) Buyer Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, suits, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of: (i) Buyer’s improper installation, assembly, integration, service, repair, storage, transport, or maintenance of the Goods; (ii) any modification, alteration, relabeling, repackaging, or unauthorized combination of the Goods by Buyer or any third party; (iii) Buyer’s failure to pass through, display, implement, or comply with Seller’s warnings, instructions, limitations, required labels, safety notices, or corrective communications; (iv) any representation, warranty, guarantee, statement, advertisement, or marketing claim made by Buyer that is inconsistent with, exceeds, omits material limitations from, or is not expressly supported by Seller’s written specifications, instructions, warnings, or approved marketing materials; (v) use of the Goods in any application, environment, or customer use-case not expressly approved in writing by Seller; or (vi) Buyer’s violation of applicable law.

(c) Comparative Responsibility. If a third-party claim arises from the acts or omissions of both parties, each party’s indemnity obligation shall apply only to the extent of its respective fault or contractual responsibility, as determined by final judgment, settlement allocation, or mutual written agreement.

(d) Indemnity Procedure. The party seeking indemnity shall promptly notify the other party of the claim; provided, however, that failure to provide prompt notice shall not relieve the indemnifying party except to the extent materially prejudiced. The indemnifying party shall control the defense with counsel reasonably acceptable to the indemnified party. No settlement that admits fault on behalf of, imposes non-monetary obligations on, or does not fully release the indemnified party may be entered without the indemnified party’s prior written consent, not to be unreasonably withheld.

17. INSURANCE (a) Seller shall maintain commercial general liability insurance, including products/completed operations coverage, with limits reasonably appropriate for its business and products.

(b) Buyer shall maintain commercial general liability insurance, including contractual liability coverage and, if Buyer performs installation, service, or repair, completed operations coverage, with limits reasonably appropriate for its business and the Goods.

(c) Upon reasonable written request, each party shall provide evidence of such insurance coverage.

(d) The maintenance of insurance shall not limit either party’s obligations under these Terms, including its indemnification obligations.

18. LIMITATION OF LIABILITY (a) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16 (MUTUAL INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SALE OF GOODS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 16 (MUTUAL INDEMNIFICATION), AND EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, SELLER’S AGGREGATE LIABILITY TO BUYER ARISING OUT OF OR RELATING TO THESE TERMS OR THE GOODS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

(c) FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS IN THIS SECTION APPLY ONLY AS BETWEEN SELLER AND BUYER, AND DO NOT ELIMINATE OR LIMIT EITHER PARTY’S OBLIGATIONS TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY FOR COVERED THIRD-PARTY CLAIMS UNDER SECTION 16.

19. COMPLIANCE WITH LAW Buyer shall comply with all applicable laws, regulations, and ordinances relating to the purchase, importation, storage, resale, installation, marketing, and use of the Goods. Buyer represents that it is not subject to any applicable trade sanctions and shall not resell, export, or transfer the Goods to any embargoed country, sanctioned entity, or prohibited end-use in violation of applicable law.

20. CONFIDENTIAL INFORMATION All non-public, confidential, or proprietary information of Seller, including without limitation specifications, samples, designs, plans, drawings, software, technical data, business operations, pricing, discounts, rebates, customer information, and other commercial or technical information disclosed by Seller to Buyer is confidential, shall be used solely for purposes of performing under these Terms, and may not be disclosed or copied unless authorized in advance by Seller in writing.

Buyer shall protect such confidential information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

21. TERMINATION In addition to any remedies that may be provided under these Terms, Seller may terminate any order, suspend performance, or terminate these Terms with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; (iii) becomes insolvent, files a petition in bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, or assignment for the benefit of creditors; or (iv) Seller reasonably determines that Buyer’s continued sale, installation, or handling of the Goods creates an unacceptable legal, safety, or reputational risk.

Termination shall not affect any accrued rights or obligations of either party.

22. FORCE MAJEURE Seller shall not be liable for any failure or delay in performing caused by acts beyond its reasonable control, including without limitation acts of God, fire, flood, explosion, war, terrorism, labor disputes, epidemics, pandemics, government action, embargoes, sanctions, supply chain shortages, raw material shortages, global shipping delays, port congestion, transportation interruption, utility failures, or carrier nonperformance.

If any such event continues for more than ninety (90) days, Seller may cancel any affected order without liability other than refunding any amounts paid for undelivered Goods.

23. ASSIGNMENT Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without Seller’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void.

Seller may assign these Terms or any rights hereunder to any affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets relating to the Goods.

24. NO THIRD-PARTY BENEFICIARIES These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing herein is intended to confer upon any other person, including any end user, dealer customer, installer, or third party, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

25. GOVERNING LAW All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.

26. DISPUTE RESOLUTION Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.

Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

27. WAIVER No waiver by Seller of any provision of these Terms is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.

28. SEVERABILITY If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. The parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original commercial intent.

29. ENTIRE AGREEMENT These Terms, together with the applicable Order Acknowledgement, invoice, and any written documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the sale of the Goods and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating thereto.