1. Explanation
Definition and Explanation:
buyer
The party who agrees to purchase goods from the seller in accordance with the relevant sales documents and agreements stipulated in the contract.
Seller
The party who agrees to sell goods to the buyer, based on the relevant sales documents and agreements stipulated in the contract.
goods
The goods implied in the relevant sales documents, order documents, and contracts, which are intended to be provided by the seller to the buyer.
Sales documents
Any mutually approved documents (supply or sales confirmations and sales contracts) between the seller and the buyer regarding the sale of goods implied within the scope of these documents.
alliances
The above-mentioned companies jointly conduct business in different geographical locations, forming a business alliance. Each company can conduct business independently based on different geographical locations, business nature, and buyer requirements.
trademark
Business alliance design, development, manufacturing, OEM, and sales of products under the Shuofeng trademark.
intellectual property right
Intellectual property defines all intellectual property and its tangible manifestations, including but not limited to inventions, discoveries, trademarks, copyrights, industrial designs, specifications, developments, methods, modifications, improvements, processes, proprietary technology, demonstrations, techniques, drawings, graphics or images, text, audio or video works, and other products under the aforementioned trademarks. Any unauthorized use of the intellectual property defined above will not be allowed and will violate relevant laws.

2. Explanation
2.1
The quantity and description of the goods should be listed in the seller's quotation or order confirmation. The sole purpose of all samples, drawings, descriptive items, specifications, and advertisements released by the seller is to provide an approximation and possible improvement of the goods. Such detailed explanations should not form part of the sales documents.

3. Delivery
3.1
The shipment and delivery of goods shall commence at the seller's place of business. If the buyer requests to set up another location or pickup location, the buyer shall be responsible for loading the goods and bear the related expenses.

3.2
The delivery and/or arrival date of the order specified by the seller is estimated based on the production plan and estimated transportation time provided by the designated third-party shipping company. The seller is not responsible for any deviation from the estimated transportation schedule provided by the designated third-party freight company. Any delay shall not entitle the buyer to terminate or withdraw the sale, unless the delay exceeds 30 days.

3.3
If the buyer fails to accept delivery of any goods within 7 (seven) days after receiving the notice of arrival, or if the seller is unable to deliver the goods due to the buyer's actions or inactions, it shall be deemed that the goods have been delivered, and the seller may, at the buyer's expense, store the goods until delivery.

3.4
If the quantity of goods delivered by the seller to the buyer is 5% more or 5% less than the ordered quantity, the buyer shall not have the right to object or refuse the goods or any goods due to surplus or shortage, and shall pay all fees for such goods in proportion to the sales documents.

4. Ownership
4.1
The ownership of the goods is transferred from the seller to the buyer upon shipment. However, ownership of the goods shall not be transferred to the buyer until the seller receives all payments (in cash or liquidation funds) related to the sale of the goods. Regardless of whether the ownership of the goods is transferred to the buyer, the seller has the right to recover the payment from the buyer.

4.2
If the goods have already been owned by the buyer, but the ownership of the goods still belongs to the seller, then the buyer shall bear the cost of holding the goods on a trust basis and store them separately from all other goods to make them easily identifiable as the seller's property. The buyer shall not damage, destroy or obscure any identification marks or packaging on or related to the goods, and shall keep the goods in satisfactory condition and adequately insured.

5. Price
Unless otherwise agreed in writing by the seller, the price of the goods shall be the price published in the seller's price list or quotation, and confirmed through the sales or supply confirmation letter arising therefrom. The quotation issued by the seller has a validity period, and once this period expires, the quotation may change. The sales documents provided by the seller are considered fixed and may be further processed for payment management (unless the problematic sales documents have been officially abolished and corrected or updated by the seller).

6. Payment terms
6.1
Unless otherwise agreed in writing, payment shall be made in US dollars via bank transfer. Despite any other provisions, all payments due to the seller under the sales documents shall be immediately due upon execution.

6.2
Unless otherwise agreed in writing:
(1) The buyer shall make a prepayment of 30% of the total sales amount to the seller within 5 (five) days from the date of sale. The seller has the right not to commence production of the goods specified in the relevant sales until the advance payment is settled and received. (2) The buyer shall pay the remaining 70% of the total sales amount to the seller before the scheduled shipment date of the goods.

6.3
Timely payment is crucial, and payment cannot be considered successful until the seller receives settlement funds.

6.4
The buyer shall fully pay all amounts payable to the seller as specified in the sales documents, without any deduction, counterclaim, discount, exemption or other means. Unless ordered by the court.

7. Quality
7.1
The seller shall ensure that the products sold to the buyer are brand new, unused, made of qualified materials, processed correctly, and meet the quality requirements in all aspects. The buyer agrees and requests the specifications and performance.

8. Limitation of Liability
8.1
If it is found that the seller is responsible for any inconsistency with the guidelines set forth in Article 9 of this document and the buyer wishes to make a claim, the buyer must submit a written notice of such claim within 30 days from the date of acceptance of the product. The seller shall resolve such claims by delivering equivalent products as substitutes for defective products, which shall meet the specifications, quality, and performance requirements of the buyer. The seller shall bear all expenses related to settlement.

8.2
Any disputes arising from or related to this business cooperation shall be resolved through friendly negotiation.

8.3
The formation, existence, construction, performance, effectiveness, and all aspects of this business cooperation are subject to the jurisdiction of Chinese law, and all parties concerned shall submit to the jurisdiction of Chinese courts.

9. Force Majeure
9.1
The seller reserves the right to postpone the delivery date, cancel the sales contract, or reduce the quantity of goods ordered (without any liability to the buyer). If the seller prevents or delays the continued operation of its business due to circumstances beyond its reasonable control, including but not limited to any form of labor dispute, and if the relevant event continues for more than 14 (fourteen) days, the buyer has the right to notify the seller in writing of termination.
Due to floods, fires, earthquakes, blizzards, droughts, hail, hurricanes, wars, government bans, or any other unforeseeable events that cannot be controlled, avoided, or overcome in the execution of this sales contract. However, the affected party shall provide proof documents or press releases supporting the notification of force majeure events issued by relevant authorities. Such notice must be sent to the other party within 14 (fourteen) days after the occurrence of a force majeure event. In this case, the seller still has an obligation to take necessary measures to expedite delivery if deemed feasible.