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General Terms and Conditions

Shenzhen HUAX Co., Ltd. (hereinafter referred to as "the Company") is engaged by individuals or organizations (hereinafter referred to as "the Client") to provide technical services related to the testing and certification of batteries, energy storage systems, traction batteries, and other consumer products. The parties, on the basis of mutual benefit, enter into these General Terms and Conditions of Business (hereinafter referred to as the "General Terms and Conditions"). The General Terms and Conditions, together with the Test Application Form and other documents, form an integral whole. Unless the parties agree otherwise in writing to amend these General Terms and Conditions, both parties shall fulfill their obligations in accordance with these General Terms and Conditions.

1. General Information

1.1 The Client's placement of a service order constitutes acceptance of these General Terms and Conditions. The General Terms and Conditions apply to all orders, contracts concluded in relation to orders, and all other arrangements, including all offers made or services provided by the Company or any of its affiliated companies. If the General Terms and Conditions conflict with provisions relating to services performed on behalf of a government, governmental agency, or any other public entity, or with mandatory provisions of local law, the conflicting provisions shall be superseded to the extent of such conflict.

1.2 The Company strongly recommends that the Client or prospective client read these General Terms and Conditions in their entirety before placing any order or entering into any contract with the Company. These General Terms and Conditions shall apply exclusively. Any general terms and conditions of the Client that deviate from, contradict, or supplement these General Terms and Conditions shall only become part of these General Terms and Conditions if the Company expressly approves their application in writing. This requirement applies in all circumstances, including where the Company provides services to the Client without objection despite being aware of the Client's general terms and conditions. Any subsidiary agreements, commitments, and other representations made by the Company's employees or designated experts shall only be binding if confirmed in writing by the Company. Any modification of this provision shall be subject to the same requirement.

2. Testing Requirements

2.1 When the Client entrusts the Company with testing, the Client shall complete and submit a Test Application Form to the Company (by email, courier, or other means). If the Client has additional requirements for the testing service, the Client shall submit such requirements in writing together with the Test Application Form, and the Company shall determine whether to accept them based on actual circumstances.

2.2 If the Client requests a change to the testing service during the testing process, the Client shall submit a written change request at least 3 working days in advance, and the Company shall promptly evaluate the change request.

2.3 If the Company terminates or changes the testing service at the Client's request, the Client shall pay for the portion of the testing already completed by the Company (including but not limited to testing fees, personnel costs, travel expenses, consumables, etc.), and shall have no right to demand a refund of any payments previously made.

2.4 When the Client delivers samples to the Company for testing, the Client shall properly package and secure the samples. If the samples are damaged or lost during transportation or handover, resulting in the Company's inability to fulfill its obligations on time, the Company shall not be liable for such delays.

2.5 The Client acknowledges that samples may be damaged or destroyed in the ordinary course of testing, and the Company shall not be liable for such damage unless caused by gross negligence.

2.6 The Client shall provide the Company with lawful, suitable, and sufficient samples in accordance with the testing requirements and shall pay the testing fees and other related charges.

2.7 The Client shall inform the Company of any actual or potential risks or dangers related to the entrusted services, such as hazardous, toxic, explosive, or radioactive substances, or environmental pollutants, and warrants that the entrusted samples do not violate applicable laws and regulations.

2.8 The Client shall clearly specify the service requirements in the Test Application Form, including but not limited to the testing items and the testing methods on which they are based. If the Client specifies the testing method, the applicability of the testing method shall be the responsibility of the Client; if the testing method is recommended by the Company, the Company shall select the applicable method at its own discretion.

2.9 The Company shall provide testing services in accordance with the entrusted items and requirements set out in the Client's Test Application Form and shall deliver the test report to the Client in the manner agreed by both parties.

2.10 Upon receipt of the samples and materials provided by the Client, the Company shall promptly inspect them. If any sample is found to be incorrect, insufficient in quantity, damaged, or if necessary materials are missing (which may affect the accuracy of results or result determination), the Company shall promptly notify the Client to provide replacement samples or materials. The testing service period shall be recalculated from the date the Company receives the replacement samples or materials.

2.11 The testing service period shall commence from the date the Client has provided the Test Application Form and qualified samples to the Company and has issued a start notification to the Company. If the Client requests expedited or other special testing services, the Company shall assess the request based on the actual conditions of the testing method, project requirements, etc.

2.12 Upon completion of sample testing, the Company has the right to decide at its own discretion whether to retain or destroy the samples, taking into account the sample characteristics and the Company's internal requirements. If the Client requests continued retention, the Client shall submit a written notice and bear the sample storage fee. If the Client requests the return of samples, the Client shall submit a written notice and bear the courier fees and other related expenses.

2.13 For testing items that require subcontracting, the Company shall be responsible to the Client for the work results of the subcontractor, except where the subcontractor is designated by the Client or a statutory management authority.

2.14 The Company shall not be liable for any delay or failure to perform testing due to technical limitations or equipment failure, provided that such failure is not attributable to the Company's gross negligence or willful misconduct.

3. Test Reports

3.1 Upon the Client's request, the Company may provide reports in English. When both Chinese and English reports are requested, the Client shall provide accurate English information for report preparation, including the client name, sample name, and other relevant content.

3.2 The parties agree that the data and results shown in the reports or certificates provided by the Company relate solely to the samples submitted for testing and do not express any opinion on the batch of products from which the samples were taken. The scope of the Company's liability shall not exceed the scope of the test report issued for the samples.

3.3 If the Client has objections to the test results, the Client shall submit a written objection to the Company within fifteen (15) days from the date of issuance of the test report, together with a copy of the original report. Failure to raise an objection within this period shall be deemed as acceptance of the test results. When a re-test is requested, the Company shall re-test the original sample employing the original testing method, and the Client shall pay the corresponding re-test fee based on the re-testing circumstances. If new samples and/or new testing methods are to be used, it shall be treated as a new commission application (except where e-commerce platform regulations permit secondary sample submission). The Company shall not accept re-testing requests under the following circumstances: (1) the original sample has been retrieved by the Client; (2) the original sample cannot be preserved; (3) the original sample has been exhausted; (4) the remaining original sample is insufficient for re-testing; (5) the original sample has been destroyed after the retention period; (6) items that cannot be repeatedly tested; (7) other circumstances deemed unsuitable for re-testing.

3.4 The Company shall not be liable for any risks or legal responsibilities arising from the Client, its agents, or related parties using voided, invalid, or misused reports. The Company has the right to refuse unreasonable report modification requests from the Client.

3.5 Where certain testing items or methods have not yet obtained accreditation, the Client is aware that the report results provided by the Company are limited to scientific research, teaching, internal quality control, and similar activities, and cannot be used as third-party certification for the public or for any commercial purpose. The Company shall not be liable for any risks or legal responsibilities arising therefrom.

3.6 The Company conducts testing and prepares test reports based on the materials and samples provided by the Client or its agents. The Client shall be responsible for the authenticity of the materials, documents, and samples. If erroneous results are caused by vague, incorrect, incomplete, misleading, or false information provided by the Client, the Company, its personnel, or subcontractors shall not be liable for the resulting consequences.

4. Mutual Commitments and Agreements

4.1 The Client undertakes to pay all testing fees in full and on time, and shall not withhold, reduce, or delay any payment on any grounds, including disputes, counterclaims, or set-off. If the Client fails to pay in full or on time for any reason, the Company has the right to suspend all services and refuse to issue test reports and any related materials until the Client has paid all outstanding amounts and interest owed to the Company. The Company shall not be liable for any breach or losses arising therefrom.

4.2 The Company undertakes to use appropriate methods to provide testing services to ensure the accuracy and validity of the test results.

4.3 The parties agree that, in order to provide the Client with higher-quality services, the Company has the right to authorize its affiliated companies or other qualified third parties with corresponding qualifications and performance capabilities to perform all or part of the required services.

5. Confidentiality and Intellectual Property

5.1 The Company undertakes to maintain confidentiality regarding the Client's non-public documents, technical information, materials, and intellectual property. The Client undertakes to maintain confidentiality regarding the Company's materials, intellectual property, environmental conditions, product technology, and production processes.

5.2 Any trade secrets disclosed by either party to the other during the course of providing services, including the scope, content, collaboration arrangement, fees, and other related information, shall not be disclosed by the receiving party to any third party. The receiving party shall ensure that employees who become aware of such trade secrets during the provision of services are subject to the same confidentiality obligations.

6. Force Majeure

6.1 If either party is unable to timely perform all or part of its obligations to the other party due to events beyond its reasonable control (force majeure events), the obligations of the party affected by force majeure shall be suspended until the event and its consequences cease. Concurrently, the other party's obligation to provide consideration shall also be suspended. In such circumstances, the unaffected party shall not be entitled to claim compensation, in particular damages. The party invoking the force majeure event shall promptly notify the other party in writing of the expected duration of the suspension of obligations. This provision shall also apply if, during the period of suspension, the party invoking force majeure discovers through reasonable diligence that the previously notified period of suspension will change significantly. If the force majeure event continues for more than six (6) months from the date of initial notification to the other party, both parties shall have the right to terminate the contract.

7. Applicable Law and Dispute Resolution

7.1 The rights and obligations of the parties and the dispute resolution method shall be governed by the laws of the People's Republic of China.

7.2 Any dispute arising between the parties shall be resolved through negotiation. If negotiation fails, either party shall have the right to bring a lawsuit in the competent court located at the Company's principal place of business (Shenzhen, China).