General Terms and Conditions

Terms and Conditions

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ENPOWER GREENTECH INC TERMS AND CONDITIONS OF SALE

All Products (the “Products”) purchased from ENPOWER GREENTECH INC by a customer (the “Customer”) following receipt of a copy of these terms and conditions of sale shall be made in accordance with these terms which, together with the quotation made by, shall constitute an agreement between the parties unless otherwise agreed to in writing.? These terms may be changed by ENPOWER GREENTECH INC from time to time by delivering revised sales terms to the Customer by email; fax; or mail.

1??????? ACCEPTANCE OF CONDITIONS

1.1???? ENPOWER GREENTECH INC’s acceptance of a purchase order is conditional on the Customer’s agreement to these terms in lieu of those in the Customer’s purchase order except as specifically acknowledged in writing by ENPOWER GREENTECH INC.? ENPOWER GREENTECH INC’s failure to object to provisions contained in any communication from the Customer shall not be deemed a waiver of the provisions contained in these terms.? Any changes in these terms must specifically be agreed to in writing by an authorized signatory of ENPOWER GREENTECH INC before becoming binding on either ENPOWER GREENTECH INC or the Customer.? All orders or contracts must be approved and accepted by ENPOWER GREENTECH INC.

2???????? PRICE AND TERMS OF PAYMENT

2.1???? Prices in the quote are exclusive of any applicable sales, use, excise, value-added, business transfer, and like taxes and all customs and import-export duties, fees, and charges without limitation, and Customer shall pay all such amounts. Any such amounts shown on the Quote are shown for convenience only and in the event of any error, omission or change to these amounts, Customer shall be responsible for and shall pay the full amounts of the Quote.

2.2???? All Quotes are subject to 100% up-front payment, unless credit approval has been granted in writing by ENPOWER GREENTECH INC. In the event that ENPOWER GREENTECH INC agrees to extend credit and payment is not received within terms, all unpaid amounts will bear interest at a rate equal to the lesser of 1.5% per month (19.56% per annum) and the highest rate permitted by law, of the outstanding payment from the date due until the date paid.

2.3???? As the cost of goods sold is very sensitive to the market cost for raw material, ENPOWER GREENTECH INC reserves the right to propose a price adjustment even for accepted orders beyond 90 days from the date of delivery.? If a mutually agreed price change cannot be established, ENPOWER GREENTECH INC or Customer reserves the right to cancel the existing order.

2.4???? Products and Services shall be accepted by Customer upon delivery, or as otherwise expressly set forth in the Quote. Products shall be delivered EXW as defined by Incoterms 2020, ENPOWER GREENTECH INC ’s delivery location either at the factory at No. 24, Tangyuan Road, Panggezhuang Town, Daxing District, Beijing or from 600 S Wagner Rd Ann Arbor, MI 48103, and Services shall be delivered as incurred. ENPOWER GREENTECH INC retains a security interest in the Products until the full price of the Products and Services is paid. Delivery dates set forth in the Quote are estimates only and depend upon prompt acceptance by Customer of the Quote and upon ENPOWER GREENTECH INC ’s inventory of the Products or their components and the availability of provision of Services. ENPOWER GREENTECH INC’s endeavor to meet the stated delivery dates for the Products and Services but will not be liable to Customer or any other party for any delay in delivery of the Products and Services.

2.5???? Notwithstanding that ENPOWER GREENTECH INC may arrange for shipment, ENPOWER GREENTECH INC ?shall not be responsible for any delays, losses, damages, or contamination incurred during shipping regardless of any provisions for payment of freight or insurance or the form of shipping documents.? The Customer should arrange for its own insurance and should notify the shipping company of its required delivery dates.? Transportation will be collected or, if prepaid, will be subsequently billed to the Customer.? Notwithstanding any instruction from the Customer, ENPOWER GREENTECH INC shall have no obligation to ship via a carrier which does not comply with applicable laws.

3??????? ACCEPTANCE and DELIVERY

3.1???? All shipping dates and quantities are approximate.? ENPOWER GREENTECH INC will endeavor to fill all orders according to the agreed schedule and quantity.

3.2???? Customer’s orders are firm and non-cancellable and non-refundable. ENPOWER GREENTECH INC may cancel the Agreement, in whole or in part, if Customer breaches the Terms and Conditions of the Agreement or if there is a material change in Customer’s financial position.

3.3???? The request to pull-in scheduled deliveries are contingent on product availability.? Push-out of scheduled deliveries must be made in writing no less than 30 days of the scheduled delivery.? Push-out of orders requested by the Customer beyond 180 days of the scheduled delivery are at the discretion of ENPOWER GREENTECH INC and may incur a penalty to the Customer up to 15% of the outstanding sales order amount.

3.4???? Neither party shall be held liable or responsible to the other party for failure or delay in fulfilling or performing any obligations of these terms other than for payments on amounts already due hereto due to, but not limited to, acts of God, strikes or other labor disputes, governmental regulations or actions, inability to obtain materials or supplies, labor, equipment or transportation, or any other condition beyond the reasonable control of the affected party (a “Force Majeure Condition”). A lack of funds or general insolvency shall not be a Force Majeure Condition under any circumstances.

4??????? WARRANTY

4.1??? ENPOWER GREENTECH INC warrants to the Customer that:

(a)??? Products shipped by ENPOWER GREENTECH INC will be free from defects in materials and workmanship under regular use and service, and

(b)??? If the Products shipped by ENPOWER GREENTECH INC are transported, stored, and handled properly and used only in accordance with the Product specification, such Products will perform to the Products specification.

4.2??? Customer warrants to ENPOWER GREENTECH INC that:

(a)? The Products/cells shall be sold only to Battery Pack Maker(s) or System Integrator(s).

(b) Individual consumers shall not handle the Products/cells and shall not be sold to individual consumers by individual markets.

(c) The Products/cells should only be handled and used by Pack Maker(s) or System manufacturing companies and must be packed with equipment or packaged in a manner to prevent the risk of short circuits or any damages arising during the period of transportation.

(d) The Products/cell shall not be disassembled or reconstructed from the said equipment or packaging to prevent the potential fire risk from short circuits or dangerous reverse current flow.

4.3 The ENPOWER GREENTECH INC Warranty provided for herein shall be void upon:

(a)??? Customer’s improper use, storage, handling or transportation of the Products; and

(b) ? Customer’s alteration or modification of the Products.

(c)?? Customer’s violation of its Warranty provided in section 4.2.

4.4??? The Warranty provided herein is valid for a period of twelve (12) months from the date of shipment of the Products by ENPOWER GREENTECH INC ?and is in lieu of any and all other warranties expressed, implied or statutory, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose durability for a reasonable period of time, and, any other Warranty implied at law or in equity.

5?????????? INSPECTION OF PRODUCTS, NOTICE OF DEFECTS OR DEFICIENCIES CLAIMS PROCEDURES

5.1?????? Forthwith, upon receipt of a shipment, the Customer shall inspect the shipment and confirm the correct quantities have been received within ten (10) days after the arrival of the shipment to the Customer's destination.

5.2?????? The Customer shall inspect each shipment of Products within a reasonable time after arrival at its destination and, in any event, within thirty (30) days.? If the Customer discovers damage or a defect in the Products, it shall provide a reasonably detailed written description of the damage or defect to ENPOWER GREENTECH INC.? Failure of the Customer to make a claim in writing against ENPOWER GREENTECH INC within thirty (30) days after arrival of any Products shall constitute an irrevocable acceptance of the Products free from any patent defect or damage.

5.3?????? The Customer shall not use or forward Products without inspecting them for apparent damage and defects.

5.4?????? The Customer shall not use any Products that appear defective or to have been damaged unless it has received written confirmation from ENPOWER GREENTECH INC that it is acceptable to do so.

5.5?????? Provided the claim is one to which ENPOWER GREENTECH INC is liable pursuant to its Warranty herein, it shall, at its option, either replace or repair the Products or refund the Purchase Price paid for the Products.

5.6?????? Warranty claims will not be considered by ENPOWER GREENTECH INC unless the Products are returned by the Customer in a condition which allows for suitable testing by ENPOWER GREENTECH INC.

5.7?????? ENPOWER GREENTECH INC shall not be liable for any defective Products if examination discloses that the defective condition of such Products was caused by misuse, abuse, improper installation or application, improper maintenance or repair, assembly by other than ENPOWER GREENTECH INC, alteration, accident or negligence in use, storage, transportation or handling.

5.8?????? If Products alleged by the Customer to be damaged or defective are returned to ENPOWER GREENTECH INC for repair as provided in this section and are:

(a)???? not under Warranty; or

(b)???? determined not to be defective; or

(c)???? defective or damaged due to any cause or condition not covered under the Warranty provided herein,

the Customer shall reimburse ENPOWER GREENTECH INC for all reasonable expenses incurred by ENPOWER GREENTECH INC ?for travelling to and/or the shipping, handling, and inspection of such Products.

?6????????? LIMITATION OF LIABILITY

6.1?????? The liability of ENPOWER GREENTECH INC, including any of its employees, representatives, or agents, for breach of the Warranty set forth in section 4.1, is limited at the option of ENPOWER GREENTECH INC , either to the repair or replacement of the Products or refund of the Purchase Price paid for the Products.? The Customer agrees that its sole remedy arising from a breach of the Warranty of section 4.1 is in the nature of liquidated damages and is in substitution for damages or losses to which the Customer might otherwise be entitled to recover at law or at equity and, in particular, the Customer acknowledges that in lieu of any action for fundamental breach of contract or breach of a fundamental term of the contract, the Customer will rely upon the provisions contained in these terms and conditions.

6.2?????? ENPOWER GREENTECH INC, its employees, representatives or agents, shall not be liable for any damages resulting from Customer’s violation of its Warranty provided in section 4.2.

6.3??? Except as expressly provided for herein, ENPOWER GREENTECH INC , its employees, representatives or agents, shall not be liable for any damages resulting from defective Products or Products failing to meet the Products specification including, property damage, loss, for personal injury (including death) to any person, or for any other loss or damage, either direct, indirect, or consequential (including loss of profits), whether or not consented by the negligence or default of ENPOWER GREENTECH INC , its employees, representatives or agents.

7?????????? CUSTOMER TO INDEMNIFY ENPOWER GREENTECH INC AGAINST CLAIMS

7.1?????? The Customer assumes all responsibility and liability for, and agrees to defend and indemnify ENPOWER GREENTECH INC against all claims, losses or damages resulting from the Customer’s (or any third party who has acquired Products, directly or indirectly from the Customer) carrier’s improper transportation, storage, handling or use of the Products, or their use in conjunction with any other product; or any other alteration or modification of the Products.

7.2 ???Customer agrees to defend, indemnify, and hold harmless ENPOWER GREENTECH INC from and against any and all claims, actions, litigations, costs, expenses, damages and losses arising from or in relation to Customer’s violations of Warranty provided in section 4.2 or improper usage in applications prohibited herein or in Product specification.

8?????????? PRODUCTS RETURNED

8.1?????? If the Customer wishes to return the Products to ENPOWER GREENTECH INC , the Customer shall contact ENPOWER GREENTECH INC ?and seek a written agreement that sets forth the cancellation charges to be paid by the Customer in the event of such return. If a written agreement for the return has not been received by ENPOWER GREENTECH INC , the return will be rejected.

9?????????? CONFIDENTIALITY

9.1?????? All product specifications and Quotations made by ENPOWER GREENTECH INC are to be strictly confidential and shall not be disclosed by the Customer to any other person.

10???????? TAXES AND CHARGES

10.1???? Any tax or other governmental charges upon the sale and shipment of the Products imposed by federal, provincial, state or municipal authorities shall be the responsibility of and be paid by the Customer.

11???????? ASSIGNMENT

11.1???? The Customer shall not assign any right or obligation under this agreement without the prior written consent of ENPOWER GREENTECH INC, and any purported assignment without such consent shall be of no force or effect.

12???????? WAIVER

12.1???? Either party’s waiver or any breach or failure to enforce its rights pursuant to this agreement at any time shall not in any way affect, limit or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition hereof.

13???????? GOVERNING LAW – ARBITRATION

13.1???? If a dispute, claim, disagreement, or controversy of any kind arises between ENPOWER GREENTECH INC and the Customer, both parties shall meet to attempt to resolve such disagreement.? If the disagreement cannot be resolved by the parties, the parties shall, in good faith, attempt to resolve the dispute through assisted mediation.

13.2???? Failing resolution of the matter in dispute through mediation, the matter in dispute shall be referred to binding arbitration by a single arbitrator appointed pursuant to the provisions of the?Delaware Rapid Arbitration Act.? The rules of the arbitration shall be agreed upon by the parties prior to the arbitration and, failing agreement, the rules shall be established by the State of Delaware.? The arbitrator shall have the authority to award such damages as the arbitrator shall determine, exclusive of punitive damages, which the parties agree cannot be subject to any award.

13.3???? Except as mediated as aforesaid, all disagreements or controversies of any kind whether claimed in tort, contract or otherwise, either concerning this agreement or any other matter whatsoever arising out of the relationship or dealings between the parties, shall be determined by arbitration to the exclusion of the courts by the provisions of this part and must be brought within one (1) year after the cause of action or disagreement arose.? The language used in any arbitration proceeding shall be English.

13.4???? This agreement shall be governed and construed in accordance with the laws of the State of Delaware.? If for any reason a party should allege that an arbitrator does not have jurisdiction with respect to any dispute or claim arising pursuant to the agreement between the parties or the manufacture or sale of any Products by ENPOWER GREENTECH INC, the Courts of State of Delaware shall have exclusive jurisdiction to determine any such dispute or claim.? The parties irrevocably attorn to the sole jurisdiction of the Courts of the State of Delaware regardless of the conflicts of laws and rules of any other jurisdiction.

14???????? PATENTS

14.1???? Sale of products or any part thereof does not convey to Buyer any license, express or by implication, estoppel or otherwise, under any patent or patent claim with respect to which Seller can grant licenses covering completed equipment, or any assembly, circuit, combination, method or process in which any such products are used as components (although such products may have been designed for use in or may only be useful in such patented equipment, assembly circuit, combination, method or process and that such products may have been purchased and sold for such use).? Seller expressly reserves all rights under such patent or patent claim.

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Effective April 1, 2025

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