STANDARD TERMS AND CONDITIONS OF PURCHASE

1. APPLICATION

1.1 These Standard Terms and Conditions of Purchase (the”STCP”) apply to all present and future Purchase Orders issued by Xinglun Rope, and each Purchase Order is governed by the terms and conditions set out in the STCP.

1.2 Xinglun Rope only accepts the Purchase Order and the STCP, and rejects any different or additional terms from Supplier. Supplier's acceptance of the Purchase Order is conditional upon Supplier's acceptance of the Purchase Order and the STCP, and rejection of Supplier's own terms and conditions.

1.3 Supplier's confirmation, delivery or performance means Supplier accepts the Purchase Order and the STCP, and waives Supplier's own terms and conditions. The Purchase Order, the STCP and other attached or incorporated documents form the entire agreement and contract between Xinglun Rope and Supplier (this "Agreement”).

1.4 The STCP may not be modified in any way by course of performance, course of dealing, trade custom or usage. No amendment, modification, addition or waiver of any provision of the Purchase Order is effective unless it is made in writing and signed by Xinglun Rope.

1.5 If there is any conflict, inconsistency or discrepancy between the provisions of the Purchase Order and the STCP, the terms in the Purchase Order shall prevail to the extent that such provisions relate to product description, pricing, payment, quantity, delivery location, delivery schedule, Incoterms, product warranty period, and packing requirements. In all other cases, the provisions of the STCP shall prevail.

2. DEFINITIONS

"Losses" shall mean all losses, liabilities, claims, demands, damages, suits, actions, legal or administrative proceedings, judgments, costs and expenses (including attorney's fees) of any kind or nature, including but not limited to lost profits, lost revenue, lost business opportunities, lost data, anticipated savings and any other indirect, incidental, special, consequential or punitive damages or losses;

"Party" shall mean either Xinglun Rope or Supplier, and "Parties" shall mean Xinglun Rope and Supplier collectively;

"Products" shall mean any tangible or intangible goods (including any software, related documentation and packaging, as applicable) provided by Supplier to Xinglun Rope under the Purchase Order and, where appropriate, includes Services;

"Purchase Order" shall mean any written or electronic purchase order or service order for any Product(s) and/or Service(s) issued by Xinglun Rope to Supplier;

"Representatives" shall mean, with respect to an entity, its directors, officers, employees, subcontractors, consultants and professional advisers;

"Services" shall mean the services to be performed by Supplier for Xinglun Rope under the Purchase Order;

"Supplier" shall mean the entity identified as the supplier or seller in the Purchase Order;

"Supplier Group" shall mean Supplier and/or its Affiliates;

"Supplier Warranties" shall bear the meaning ascribed to it in Clause 9.1;

3. TIME OF THE ESSENCE

3.1 Supplier shall deliver the Products and/or perform the Services on time and in full as specified in the Purchase Order.

3.2 Supplier shall inform Xinglun Rope promptly (within 24 hours) of any possible or actual delay or failure in delivery or performance, and explain the reasons and remedies. Supplier shall use its best efforts and bear all costs to expedite delivery or performance. If the specified mode of transportation would not enable Supplier to meet the stipulated delivery date(s), Supplier shall arrange for the affected Products to be shipped by expedited means acceptable to both Parties, and Supplier shall bear all resulting freight and other costs.

3.3 If Supplier fails to deliver or perform within the time prescribed in the Purchase Order, Xinglun Rope may, besides its other rights and remedies: (a) cancel the Purchase Order; (b) buy the Products from or hire another party to perform the Services; and/or (c)charge Supplier for any Losses caused by Supplier's default.

4. DELIVERY, PACKAGING & TRANSPORTATION

4.1 Supplier shall carry out delivery of the Products in accordance, but Xinglun Rope's receipt of such delivery (including the signing of any delivery slip by Xinglun Rope's Representative) shall not constitute acceptance of the Products.

4.2 The supplier shall comply with all applicable laws and regulations in relation to the supply of the goods, and obtain all necessary permits and licenses. Where applicable, Supplier shall, concurrently with delivery of the Products, provide Xinglun Rope with copies of all necessary licenses and compliance certificates. Each delivery shall include a packing list containing all relevant information, including the following (as applicable): (a) Purchase Order number; (b) Xinglun Rope part number; (c) quantity of Products shipped; and (d) shipment date.

4.3 Xinglun Rope reserves the right to reject any delivery that does not comply with the agreed delivery terms (including the manner and time of delivery and packaging requirements, as applicable). Xinglun Rope shall not be liable for any costs and expenses incurred by Supplier arising from or in connection with the production, installation, assembly or any other work relating to the Products prior to delivery in accordance with this Agreement.

4.4 Supplier shall pack and secure the Products properly to prevent damage or degradation, ensure safety and quality, and facilitate unloading, handling and storage. Supplier shall use packaging with necessary protection (such as for long-distance, rough load, shock, moisture and rust). Packaging costs are included in the Product price.

4.5 Supplier is liable for any loss or damage caused by its failure to preserve or handle the Products until delivery, or by defective, improper or inadequate packaging.

4.6 Supplier shall comply with Xinglun Rope's instructions with respect to the marking and labeling of packages with all relevant freight/shipping details:

(1)The supplier shall prepare the goods as soon as possible, and use neutral packing (remove labels and brand name) as required by the Xinglun Rope .

(2)The supplier shall stick the Xinglun Rope 's markings to the rope package: WIRE ROPE for XLRQD129T23.

(3)The supplier shall send the photos of the rope to the Xinglun Rope once ready, and then deliver the goods to the Xinglun Rope 's warehouse (COMMONWEALTH).

4.7 Unless otherwise agreed in writing between the Parties, Xinglun Rope shall have the right to reschedule delivery of Products before delivery.

4.8 Clause 6 (Performance of Services) applies to any services by Supplier relating to the Products.

5. CHANGES

5.1 Xinglun Rope has the right to request changes to the terms of the Purchase Order (including but not limited to changes to the technical standards and requirements, specifications, quantity, packaging and delivery terms) before delivery of the Products. If Supplier reasonably determines that such changes will affect the cost or time of production or impact the delivery schedule, Supplier shall provide written notice to Xinglun Rope within three (3) business days after receiving Xinglun Rope's change notice, failing which Supplier shall be deemed to have unconditionally accepted the terms stated in Xinglun Rope's change notice. Supplier's written notice shall include a detailed analysis of any change in costs and production time, and any anticipated impact to the delivery schedule, as applicable. The Parties may negotiate a written amendment of the Purchase Order, effective when signed by both Parties.

5.2 Supplier shall not, without the prior written consent of Xinglun Rope, make any changes affecting the Products and/or Services, including but not limited to any process or design changes, life, reliability or quality of the Products.

6. PERFORMANCE OF SERVICES

6.1 Supplier shall provide qualified personnel, systems and resources to perform the Services professionally and skillfully, as per the Purchase Order and this Agreement. Supplier shall follow Xinglun Rope's written directions and cooperate with Xinglun Rope's Representatives as needed.

6.2 The Supplier shall be responsible for the losses resulting from the extra costs caused by the Supplier's faults, such as misloading, packing damage and delay in delivery, as well as freight charges, storage fees, customs duties, taxes and penalties.

6.3 Supplier shall indemnify and hold harmless the Xinglun Rope from any claims, damages, liabilities, costs and expenses arising out of or in connection with any breach of this contract by the Supplier or any negligence or wrongful act or omission of the Supplier or its employees, agents or subcontractors.

6.4 Supplier shall comply with all applicable laws, regulations, rules, industry standards and guidelines during its performance of the Services. Where required under the applicable laws, regulations, rules, industry standards and guidelines, Supplier shall procure and maintain such licenses, permits, approvals or other authorisations as may be necessary for its provision of the Services to Xinglun Rope.

6.5 If Supplier fails to perform the Services by the date(s) specified in the Purchase Order or within the time periods prescribed under this Agreement. Without prejudice to any other right or remedy available to Xinglun Rope under this Agreement or at law, Xinglun Rope may: (a) ask Supplier to perform the Services as agreed; or (b) perform the Services itself or hire another party to do so, and charge Supplier for all costs and expenses.

6.6 Only express written confirmation by Xinglun Rope shall constitute acceptance of any Services performed by Supplier.

7. INSPECTION, TESTING & REJECTION OF PRODUCTS

7.1 Supplier shall ensure the quality of the rope, such as length and weight. If the rope breaks due to quality problems, Supplier shall return or replace it within a reasonable time and indemnify Xinglun Rope for any losses arising from or in connection with the rope's quality problems.

7.2 If Xinglun Rope rejects any of the Products and/or Services, Xinglun Rope shall notify Supplier of such rejection within a reasonable period after Xinglun Rope becomes aware of any defect or non-conforming Products and/or Services, and the provisions of Clause 10 (Non-Conforming Products or Services) shall apply. After receiving any rejection notice, Supplier shall collect the Products in accordance with Xinglun Rope's instructions at its own cost and expense and/or perform the Services,as the case may be. If Supplier fails to collect the rejected Products within the time agreed upon by both parties, Xinglun Rope may,  If Supplier fails to collect the Products on time, Xinglun Rope may: (a) deliver them to Supplier at Supplier's cost; or (b) destroy them with Supplier's consent. Supplier shall refund Xinglun Rope for the rejected Products and/or Services, and Xinglun Rope shall not pay for the rejected Products and/or Services.

8. PRICING, INVOICING & PAYMENT

8.1 All prices stated in the Purchase Order shall be fixed prices and such prices shall remain fixed until completion of delivery of all Products and/or performance of all Services under the relevant Purchase Order. Licence fees, if any, shall be included within the contract price of the Products and/or Services.

8.2 Unless otherwise indicated, all prices stated in any Purchase Order are gross amounts include of any value added tax, sales and use tax, goods and services tax, consumption tax, taxes levied upon importation (such as import duty or excise tax) and/or any other similar taxes (collectively, the "Relevant Taxes").

8.3 The Supplier shall invoice Xinglun Rope without GST, and the Xinglun Rope will provide vessel stamp. All original invoices must meet the applicable legal and fiscal requirements.

8.4 Payment for Products and/or Services shall be made in accordance with the payment terms stated in the Purchase Order.Xinglun Rope shall be entitled to delay or reject payment on any invoice for non-compliance with the provisions of this Clause 8 or any other requirements set out in the Purchase Order, and such delay or rejection of payment shall not constitute any breach or waiver of any provisions of this Agreement.

8.5 If Supplier fails to fulfil any of its obligations under this Agreement, Xinglun Rope shall be entitled to suspend payment on the invoice corresponding to the Purchase Order upon notice to Supplier, and such suspension of payment shall not constitute any breach or waiver of any provisions of this Agreement.

9. SUPPLIER WARRANTIES

9.1 Supplier represents, warrants and undertakes to Xinglun Rope that: (a) all Products are fit for purpose and shall be new, good quality and defect-free; (b) all Products meet the specifications, samples and requirements of the Purchase Order and this Agreement; (c) all licenses for the Products are in force and will remain valid, that the scope of such licenses shall cover the intended use of the Products. (d) all Products are free from any liens and encumbrances; (e) all Products and Services comply with all laws, standards and guidelines; (f) all Products (including its packaging and components) supplied to Xinglun Rope comply with all written packaging instructions issued by Xinglun Rope, including any safety requirements pertaining to the transportation of the Products.

Any other provisions of this Agreement are not exhaustive and shall not be deemed to exclude (a) any warranties available under the applicable law and regulations, (b) Supplier's standard product warranty, or (c) other warranties or rights that Xinglun Rope may be entitled to. If there is any conflict between any one of the Supplier Warranties, then the provision that is most favourable to Xinglun Rope shall prevail to the maximum extent permitted under the applicable law. The Supplier Warranties shall survive any delivery, inspection, acceptance, payment and/or resale of the Products, and shall extend to Xinglun Rope and its customers.

9.2 Without prejudice to any other right or remedy available to Xinglun Rope under this Agreement or at law, the Supplier Warranties shall subsist for a period of twenty-four (24) months from the date of delivery of the Products, or such other period as may be agreed in the Purchase Order or otherwise in writing between the Parties (the "Warranty Period"). The Warranty Period in respect of any Products repaired or replaced during the Warranty Period shall restart from the completion date of such repair or replacement.

10. NON-CONFORMING PRODUCTS OR SERVICES

10.1 Xinglun Rope reserves the right to reject Products and/or Services which do not conform to the specifications set out in the Purchase Order or the requirements under this Agreement. If any Products or Services are deemed by Xinglun Rope to be defective or otherwise do not comply with the requirements under this Agreement ("Non-Conforming Products"), at Xinglun Rope 's sole discretion and without prejudice to any other right or remedy available to Xinglun Rope under this Agreement or at law, Xinglun Rope may require Supplier to do any one or more of the following (and in any combination):(a) repair or replace the Non-Conforming Products with Products and/or Services which meet the relevant specifications and requirements at Supplier's cost and expense after receiving notice from Xinglun Rope; (b) refund to Xinglun Rope in full the amounts paid to Supplier for the Non-Conforming Products within fourteen (14) days after receiving notice from Xinglun Rope ; and/or (c) pay damages to Xinglun Rope for any Losses arising from or in connection with Supplier's default (including the costs incurred by Xinglun Rope to cure such default).

10.2 Unless otherwise agreed in writing between the Parties, Supplier shall bear all fees, costs and expenses arising from the replacement, transportation and/or removal of the Non-Conforming Products. Supplier shall reimburse Xinglun Rope for any such fees, costs and expenses reasonably incurred by Xinglun Rope in connection thereto within fourteen (14) days after receiving notice of such fees, costs and expenses.

10.3 Risk of loss in respect of the Non-Conforming Products shall pass to Supplier with effect from the date of notification by Xinglun Rope in accordance with Clause 10.1.

11. FORCE MAJEURE

11.1 Xinglun Rope shall not be liable for any failure or delay in accepting delivery or performing any other obligation under this Agreement if such failure or delay is caused by a Force Majeure Event. "Force Majeure Event" means any event or circumstance that is unforeseeable, unavoidable and beyond the reasonable control of the affected Party, such as natural disasters, wars, riots, epidemics or other similar events.

11.2 If a force majeure event occurs, the affected Party shall notify the other Party in writing in writing 24 hours after the occurrence of force majeure,and take timely and effective measures to prevent the loss of from expanding. The affected Party shall provide the force majeure a detailed report and related supporting documents of the force majeure within one week, in order to that it can be handled properly by both parties. If a Force Majeure Event continues, or is reasonably expected to continue, for a consecutive period of ten(10) days, Xinglun Rope shall be entitled to cancel all or any part of the affected Purchase Order(s) or terminate this Agreement in whole or in part, and Supplier shall have no claim against Xinglun Rope for any Losses arising from such cancellation or termination.

12. SUSPENSION & TERMINATION

12.1 Without prejudice to any other right or remedy available to Xinglun Rope under this Agreement or at law, upon giving written notice to Supplier, Xinglun Rope shall be entitled at its sole discretion to either suspend the performance of its obligations under this Agreement in whole or in part, or to terminate this Agreement in whole or in part, where: (a) Supplier files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or any similar proceeding in any jurisdiction; (b) Supplier becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or any similar proceeding in any jurisdiction; (c) Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (d) Supplier breaches any of its obligations under this Agreement and, if such breach is capable of remedy, fails to remedy that breach within fourteen (14) days after being notified to do so; (e) Xinglun Rope, in its reasonable discretion, determines that Supplier cannot or will not deliver the Products or perform the Services in accordance with this Agreement, or Supplier fails to provide adequate assurance of performance after being requested by Xinglun Rope to do so; or (f) there is a change of Control of Supplier.

12.2 Without prejudice to any other right or remedy available to Xinglun Rope under this Agreement or at law, Xinglun Rope shall have the right at any time to terminate this Agreement upon giving not less than thirty (30) days' prior written notice to Supplier.

12.3 Supplier shall have no claim against Xinglun Rope for any Losses arising from any suspension or termination of this Agreement in accordance with Clause 12.1, Clause 12.2 or any other ground for termination under this Agreement or at law.

12.4 Upon termination of this Agreement, the purchase of any Products and/or Services under an issued Purchase Order that has not been delivered or performed before the effective date of termination shall be deemed as cancellation, and Supplier shall have no claim against Xinglun Rope for any Losses with respect to the cancel Products and/or Services. Supplier shall refund Xinglun Rope for any excess advance payment made in respect of the cancellation Products and/or Services within fourteen (14) days from the date of termination.

13. CONFIDENTIALITY

13.1 Supplier shall treat all information disclosed or made available by or on behalf of Xinglun Rope to Supplier Group and all information generated by Supplier Group for Xinglun Rope pursuant to this Agreement (collectively, "Confidential Information") as confidential, and shall only use Confidential Information solely for the purpose of performance of this Agreement. "Confidential Information" shall include but not be limited to: (a) the contents of any Purchase Order and any attachments or documents incorporated by reference in the Purchase Order; and (b) information disclosed or made available by customer(s) of Xinglun Rope to Xinglun Rope and which is disclosed or made available to Supplier Group for the sole purpose of performance of this Agreement. Except with the prior written approval of Xinglun Rope, Supplier shall not disclose to any third party the fact that it has received any Confidential Information, including the fact that Parties are in discussions, negotiations or other communications relating to this Agreement, the Products Xinglun Rope .

13.2 Supplier shall protect all Confidential Information with reasonable care or better.

13.3 Supplier shall not disclose Confidential Information to any third party, except to such Representatives and/or Affiliates of Supplier having a legitimate need to know for the purpose of performance of Supplier's obligations under this Agreement, provided that such Representatives and Affiliates are bound by confidentiality obligations that are at least as protective as those contained in this Agreement, and Supplier shall use its best efforts to prevent and enforce any unauthorized disclosure or misuse of Confidential Information by any of its Representatives.

13.4 All Confidential Information shall remain the property of Xinglun Rope . Nothing in this Agreement shall be deemed or construed as granting any rights, title or interest (whether under any patent, copyright, trademark or any other intellectual property right or otherwise) in any Confidential Information to Supplier, except the limited right to use the Confidential Information for the purpose of performance of this Agreement.

13.5 Supplier shall, within fourteen (14) days after Xinglun Rope 's request or upon termination of this Agreement, return or destroy (as Xinglun Rope requests) all Confidential Information in its possession or control.

13.6 Supplier acknowledges that the unauthorized disclosure of any Confidential Information could cause substantial and irreparable damage to the business and competitive position of Xinglun Rope and that monetary damages alone will not be an adequate remedy for any breach of the provisions of this Clause 13. Without prejudice to any other legal or equitable remedies, Xinglun Rope shall have the right to seek relief, including specific performance, in any court of competent jurisdiction with respect to any actual or threatened breach of the provisions of this Clause 13 by Supplier Group.

14. MISCELLANEOUS

14.1 This Aggrement is the complete and exclusive contract between the parties and replaces any previous or simultaneous contracts, understandings or representations, whether written or oral, concerning the subject matter of this contract. This contract can only be amended or modified by a written document signed by both parties.

14.2 Supplier shall perform this Agreement as an independent contractor. Nothing in this Agreement shall be deemed or construed as constituting or creating a partnership, joint venture, employment relationship, or relationship of principal and agent between the Parties, neither Party shall have any right or authority to act for, represent or bind the other Party in any manner.

14.3 Supplier shall not subcontract, delegate, assign, transfer, novate or pledge any of its rights or obligations under this Agreement to any third party (including any Affiliate of Supplier) without Xinglun Rope 's prior written approval. Any purported assignment, transfer, novation or pledge without Xinglun Rope 's approval shall be null and void. Supplier shall remain solely responsible to Xinglun Rope for the performance of Supplier's obligations under this Agreement, notwithstanding that such obligations may be performed by any pre-approved subcontractor(s), and Supplier shall be held fully liable for any breach of this Agreement by such pre-approved subcontractor(s). Xinglun Rope shall be entitled at any time to subcontract, delegate, assign, transfer or novate any of its rights or obligations under this Agreement to any Affiliate or third party without Supplier's prior written approval, and Supplier agrees to execute and deliver all such instruments and documents and take all such actions as may be reasonably required to give effect to such subcontracting, delegation, assignment, transfer or novation.

14.3 Supplier shall not subcontract, delegate, assign, transfer, novate or pledge any of its rights or obligations under this Agreement to anyone (including any Affiliate of Supplier) without Xinglun Rope 's written approval. Any such action without Xinglun Rope 's approval is null and void. Supplier is solely responsible and liable for its obligations under this Agreement, even if they are performed by any approved subcontractor(s). Xinglun Rope may subcontract, delegate, assign, transfer or novate any of its rights or obligations under this Agreement to anyone without Supplier’s approval, and Supplier agrees to do all things necessary to give effect to such action.

14.5 If any provision of this Agreement shall be held invalid, unlawful or unenforceable, whether in whole or in part, by a court of competent jurisdiction or by any future legislative or administrative action, such provision shall be substituted by a provision of similar import reflecting the original intent of the clause to the extent permissible under the applicable law, but the validity, legality or enforceability of the other provisions of this Agreement shall not be affected in any way.

14.6 All notices to be given under this Agreement shall be in email and shall be deemed delivered upon successful electronic mail transmission.