Gia Loi Sales Terms and Conditions

Definitions:

"Buyer" means the person purchasing Goods from the Seller under the Contract. "Contract"
means the contract between the Seller and the Buyer for the sale and purchase of Goods
incorporating or in accordance with these General Sales Terms. "Goods" means the
products ordered by the Buyer and available from the Seller. "Seller" means Gia Loi Joint
Stock Company.

Basis of Contract:

These General Sales Terms apply to the Contract and to the exclusion of any other terms
that the Buyer seeks to impose or incorporate or which may be implied. An order for Goods
constitutes an offer by the Buyer to purchase Goods in accordance with these General Sales
Terms and shall only become binding on the parties once accepted by the Seller in writing.
The Buyer shall ensure that the terms of the Order are complete and accurate.

Price:

Unless otherwise agreed in writing by the Seller, the price of the Goods shall be the Seller's
list price for the Goods prevailing on the date of order together with any value added tax
or other tax thereon. The Seller may, by giving notice to the Buyer at any time, increase
the price of the Goods to reflect any increase in the cost of the Goods, any request by the
Buyer to change the delivery date, quantity or type of Goods ordered or the specification
of the Goods or any delay caused by any instructions of the Buyer or failure of the Buyer to
give the Supplier adequate or accurate information or instructions.

Payment:

The Seller may invoice the Buyer for the Goods on or at any time.The Buyer shall pay
each invoice on or before the due date of the invoice. Payment shall be made to the bank
account nominated in writing by the Seller and time of payment is of the essence. The
Buyer shall pay all amounts due under the Contract in full and cleared funds without any
deduction or withholding (except as required by law) and the Buyer shall not be entitled
to assert any credit, set-off or counterclaim against the Seller. The Seller may at any time,
without limiting any other rights or remedies it may have, set off any amount owing to it
by the Buyer. lf the Price is quoted in any currency other than United “States Dollars, the
Buyer shall, upon request by the Seller, pay to the Seller an additional amount equal to any
exchange loss suffered by the Seller as a result of any decline in the value of such currency
against United States Dollars after the Price has been set or agreed. If the Buyer fails to
make any payment due to the Seller under the Contract by the due date for payment, then

the Seller shall be entitled to charge interest on the overdue amount at the rate of 5% per
annum above the Seller’s bank base rate. Such interest shall accrue on a daily basis from
the due date until the date of actual payment, whether before or after judgment.

Delivery:

Unless otherwise agreed in writing by the Seller, the Seller shall deliver the Goods to the
Buyer on FOB Ho Chi Minh City, Vietnam basis. Delivery dates are approximate only and
the time of delivery is not of the essence. If the Buyer fails to take delivery of the Goods
on the scheduled delivery date, then delivery of the Goods shall be deemed to have been
completed and the Seller shall store the Goods until delivery takes place and charge the
Buyer for all related costs and expenses (including insurance). If the Buyer has not taken
delivery of the Goods within 3 days after the scheduled delivery date, the Seller may resell
or otherwise dispose of part or all of the Goods and, after deducting reasonable storage
and selling costs, account to the Buyer for any excess over the price of the Goods or charge
the Buyer for any shortfall below the price of the Goods. The Seller may deliver the Goods
by installments.

Risk / Title:

The risk in the Goods shall pass to the Buyer on completion of delivery. Title to the Goods
shall not pass to the Buyer until the Seller has received payment in full and cleared funds
for the Goods and all other sums which are or become due to the Seller. Until title to the
Goods has passed to the Buyer, the Buyer shall (a) hold the Goods on a fiduciary basis on
behalf of the Seller; (b) store the Goods separately from all other goods held by the Buyer
so that they remain readily identifiable as the Seller's property; (c) not remove, deface or
obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the
Goods in satisfactory condition and keep them insured against all risks for their full price
from the date of delivery; (e) notify the Seller immediately if it becomes subject to any of
the events listed in clause 11; and (f) give the Seller such information relating to the Goods
as the Seller may require from time to time. The Buyer may, however, resell or use the
Goods in the ordinary course of its business. If before title to the Goods passes to the Buyer
the Buyer becomes subject to any of the events listed in clause 11, or the Seller reasonably
believes that any such event might occur, then, without limiting any other right or remedy
the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods
and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third
party where the Goods are stored in order to recover them.

Warranty:

The Seller warrants only that the Goods on delivery shall conform in all material respects
with the data sheets published by the Seller from time to time. All other warranties,
conditions or undertakings as to quality or description (howsoever made or implied) shall
be excluded to the fullest extent permitted by law. The Seller is not liable for a breach of

warranty or a defect in the Goods unless it is notified to the Seller within 14 days after the
date of delivery or, if the defect would not be apparent on reasonable inspection, within
one month after the date of delivery. In respect of any nonconforming or defective Goods,
the Seller shall, at its election, repair the Goods or supply replacement Goods or grant to
the Buyer a credit equal to the Price paid for the Goods (in which event the Seller shall
be deemed not to be in breach of the Contract or have any liability to the Buyer for the
non-conforming or defective Goods); provided in each case that the Buyer, upon request,
returns the relevant Goods (unaltered) to the Seller for inspection as soon as possible and
at its own risk and expense.

Liability:

The Seller shall not be liable to the Buyer, whether in contract, tort (including negligence),
breach of statutory duty or otherwise, for (a) any loss of profit or indirect or consequential
loss arising under or in connection with the Contract; or (b) for nonconforming or defective
Goods if the Buyer makes any further use of such Goods after giving notice in accordance
with clause 7 or the defect arises because of any act or omission by the Buyer (including
any unauthorized alteration or repair of the Goods, a failure to follow oral or written
instructions as to storage, installation, use and maintenance of the Goods (or good trade
practice) or fair wear and tear, willful damage, negligence or abnormal storage or working
conditions) or the defect arises as a result of the Seller following any drawing, design or
specification supplied by the Buyer. The Seller's total liability to the Buyer in respect of
all other losses arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty or otherwise, shall not exceed the Price
for the Goods in respect of which the liability arose. Nothing in these General Sales Terms
shall limit or exclude the Seller's liability for fraud, death or personal injury caused by its
negligence or any matter in respect of which it would be unlawful for the Seller to exclude
or restrict liability.

Indemnity:

The Buyer shall indemnify the Seller, its affiliates and its and their directors, officers,
employees, agents and contractors in full against all claims, losses, liabilities, damages and
expenses (including legal and other professional fees and expenses) arising as a result of
or in connection with (a) the Buyer's use of the Goods; or (b) any infringement or alleged
infringement by the Buyer of any copyrights, patents, trade secrets or other intellectual
property rights of third parties; or (c) the Buyer's breach of the Contract.

Compliance with Laws:

The Buyer represents and warrants that it shall at all times comply with all applicable laws,
regulations, codes, rules, ordinances, judgments, orders and decrees including without

limitation those relating to customs, intellectual property, fair competition, employment,
working conditions, environmental matters, health and safety and chemical substances
(including without limitation the REACH regulations).

Termination:

The Seller shall be entitled, at any time by giving written notice to the Buyer and without
prejudice to its other rights and remedies, to suspend any deliveries of Goods and/or
terminate any order for Goods and/or terminate the Contract forthwith if: (a) the Buyer fails
to pay to the Seller on the due date any amount payable under the Contract; (b) the Buyer
commits a material breach of the Contract; (c) the Buyer becomes insolvent or bankrupt
or enters into liquidation; (d) the Buyer suspends or threatens to suspend payment of its
debts or is unable to pay its debts as they fall due; (e) the Buyer makes an arrangement
or composition with its creditors; (f) the Buyer has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or any part thereof; (g) any of the
assets of the Buyer are attached by any third party; (h) the Buyer ceases or threatens to
cease to carry on its business; (i) any discussion, proposal, order, decision or proceeding
in relation to any of the foregoing is made, taken or commenced; (j) the Seller believes
that any of the foregoing might occur; or (k) any event occurs or proceeding is taken
with respect to the Buyer that has an effect equivalent or similar to any of the foregoing.
Provisions of these General Sales Terms which expressly or impliedly have effect after
termination shall continue to be enforceable notwithstanding termination. Upon termination
for any reason, all amounts owing by the Buyer to the Seller, whether under the Contract or
for any other reason, shall become immediately due and payable.

Confidentiality:

The Buyer shall keep in strict confidence all information (including without limitation all
technical or commercial data, know-how, specifications, inventions, technology, processes
or initiatives) disclosed by or relating to the Seller, its affiliates or their businesses or
activities and of which the Buyer becomes aware ("Information"). The Buyer shall only use
the Information in performing its obligations under the Contract and shall restrict disclosure
of Information to those of its officers and employees as need to know the same for the
purpose of performing its obligations under the Contract and it shall ensure that such
officers and employees are subject to like obligations of confidentiality. Ownership of the
Information shall remain vested in the Seller.

Force Majeure:

Delay in performance or failure to perform hereunder shall be excused to the extent
caused by circumstances beyond the reasonable control of the party claiming such excuse
(including without limitation acts of God, lock-outs, strikes or other labour disputes, fire,
explosion, flood, epidemic, machine breakdown, electricity outages, inability to obtain
supplies, governmental actions or war). The party claiming such excuse shall give written

notice to the other party as soon as reasonably practicable giving its best estimate of the
expected period of delay.

Whole Agreement, No amendment:

The Contract constitutes the entire agreement between the parties relating to the subject
matter thereof. The Buyer acknowledges that it has not relied on any statement, promise
or representation made or given by or on behalf of the Seller which is not set out in the
Contract. No variation of the Contract or any order for Goods shall be effective unless it is in
writing and signed by or on behalf of the parties.

Waiver:

A waiver of any right or remedy under the Contract is only effective if given in writing and
shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a
party to exercise any right or remedy provided under the Contract or by law shall constitute
a waiver of that or any other right or remedy, nor shall it preclude or restrict the further
exercise of that or any other right or remedy. No single or partial exercise of such right or
remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Notices:

Any notice or other communication given under or in connection with the Contract shall be
in writing, addressed to that party at its registered office or principal place of business (or
such other address as that party may nominate in writing in accordance with this clause)
and shall be delivered personally, sent by pre-paid first-class post, commercial courier or
fax.

Status:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or
joint venture of any kind between any of the parties, nor constitute any party the agent of
another party for any purpose. A person who is not a party to the Contract shall not have
any rights under or in connection with it.

Assignment and Subcontracting:

The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge
or subcontract the Contract or any of its rights or obligations under the Contract or purport
to do any of the same.

Governing Law and Jurisdiction:

The Contract and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with Vietnamese law and the parties irrevocably submit to the non-
exclusive jurisdiction of the courts of Vietnam.

Severance:

If any court or competent authority finds that any provision of the Contract (or part of any
provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the
extent required, be deemed to be deleted and the validity and enforceability of the other
provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal
provision of the Contract would be valid, enforceable and legal if some part of it were
deleted, the provision shall apply with the minimum modification necessary to make it legal,
valid and enforceable.