CONDITIONS

OF
PURCHASE

Conditions of Purchase (Non-Food) (2017.09)

1. General

1.1 The following conditions of purchase (“Conditions”) shall apply to all contracts for supply including Purchase Orders (“Supplier Contracts”)
between METRO Sourcing International Limited (formerly known as “MGB METRO Group Buying HK Limited”) (the "Company") and the supplier
of any goods (the "Supplier") and shall override any terms referred to (or which may be referred to) by the Supplier in the acceptance of any order
or elsewhere, unless expressly accepted in writing signed by an authorised representative of the Company. Details of operational procedures and
directions in relation to supply transactions shall be explained under the Supplier Compendium of the Company (“Supplier Compendium”).
Therefore any elaboration, extension or explanation of these Conditions as particularly referred herein shall form an integral part to these
Conditions with the same legal force and effect.

1.2 Reference to "goods" or “products” shall be deemed to include all or any goods, products, models, materials or other items to be sold or supplied to
the Company.

1.3 The Supplier acknowledges that the Company contracts as buying commission agent for disclosed or undisclosed principals (“Customers”) in the
placing of orders and the performance of any Supplier Contract.

1.4 Any terms defined in the INCOTERMS as issued by the International Chamber of Commerce which are used in these Conditions, any supplemental
agreements and in the Supplier Contracts between the Company and the Supplier shall be used as so defined. The definitions of the INCOTERMS
applicable shall be the most current version at the time of conclusion of the Supplier Contract.

1.5 The term “writing” shall include, unless the contrary intention appears, printing, facsimile, electronic and other modes of representing or
reproducing words in a visible form.

1.6 The Company and the Supplier agree that Supplier Contracts and any transaction or act required for the performance of a Supplier Contract may,
if possible, be carried out over the internet portal provided by the Company (the “Internet Portal”). The Supplier agrees to use the Internet Portal
as necessary for the efficacy of the business and agrees to be subject to the terms and conditions of use for the Internet Portal.

2. Written Form

No quotation or variation to a Supplier Contract or these Conditions or any supplemental agreement shall be binding unless and until accepted by
the Company in writing.

3. Factory Audit

3.1 The Company requires the Supplier to be capable of supplying goods at the standards required by its Customers. The Supplier agrees to allow the
Company or a third party being engaged to carry out an assessment of its manufacturing facilities and those of its sub-contractors, if any (“the
Factory Audit”). The Company can only conclude Supplier Contracts with the Supplier on condition that the results of the Factory Audit are
satisfactory.

3.2 Factory Audit shall be necessarily performed as follows:

3.2.1 the Factory Audit will be carried out by the Company directly or a specialized third party audit organization (the “Auditor”) who is
appointed by the Company.

3.2.2 the audit process shall follow the standardized form required by the Company. The final audit report issued by the Auditor may include
further remarks and observations by the Auditor, should this be appropriate.

3.2.3 should the Supplier or its subcontractors, if any, intend to manufacture goods for supply to the Company in various locations in different
countries, Factory Audits will be conducted for all production facilities and all production facilities must have relevant certificates.

3.2.4 the Company or its Quality Control Department will instruct the Auditor to conduct the Factory Audit upon the commencement of a
business relationship with the Supplier. The Factory Audit will be conducted within 14 days after receipt of such instruction.

3.2.5 in the event that an order is placed by the Company with the Supplier prior to the completion of the Factory Audit, that order is subject to a
positive audit result (“Excellent / Good / Satisfactory”).

3.2.6 in case of a negative audit result (“Improvement Needed / Poor”), the Company reserves the right to consider any order already placed as
cancelled and void and shall inform the Supplier in writing. The Supplier shall not be entitled to make any claim whatsoever against the
Company. At the discretion of the Company, it may request a repeat audit should the Supplier be able to remedy any deficiency within a
reasonable period of time. The Company shall inform the Supplier in writing accordingly.

3.2.7 all costs relating to the Factory Audit or repeat audit shall be borne by the Supplier at cost. The standard charge applicable for every
single Factory Audit is exclusive of disbursements for travelling, accommodation and so forth. The charges are subject to periodical
review at the discretion of the Company.

3.2.8 the Factory Audit shall be carried out whenever the certificate provided by the Supplier is expired.

4. Pricing

Except where otherwise expressly agreed in writing between the Company and the Supplier the price quoted by the Supplier shall be fixed and
binding on the Supplier and shall not be subject to any variation unless due to an agreed variation in writing to the order or the specification of the
goods made pursuant to these Conditions.

5. Supply of Goods

5.1 The Supplier warrants that the goods shall comply with the legal requirements of the place of ultimate destination. Should any limitations or quotas
affecting the goods ordered be introduced in the place of ultimate destination of those goods subsequent to the placing of the order, the Company
shall be entitled to reduce the order accordingly without incurring any increase in the unit price and the Supplier shall agree to this variation of the
Supplier Contract.

Conditions of Purchase (Non-Food) (2017.09) P.1 of 7

5.2 All goods supplied by the Supplier shall conform as to sample (if any), quantity, quality and description with the particulars and be fit for the purpose
and any specifications, drawings, samples, designs or other information which may have been supplied by the Company and shall be free from
defects in workmanship or material.

5.3 Further the goods supplied by the Supplier shall conform to the following standard of requirements according to their merchandise categories as
defined by the Company:

(a) Requirement Profile and any other applicable quality requirement of the Company for Hardgoods products;

(b) MGB Textile Quality Compendium for Textile products. The MGB Textile Quality Compendium is published on the Company’s Internet
Portal and form an integral part of these Conditions. By signing these Conditions, the Supplier acknowledges that it has read, understood
and accepts the MGB Textile Quality Compendium.

6. Delivery

6.1 The Supplier shall deliver all goods to the forwarder designated by the Company and no other. Deliveries to the Company's forwarding agent shall
be effected free of charge. All forwarding risks shall be assumed by the Supplier until the unconditional acceptance of the goods by the Company or
its authorised agent.

6.2 Goods shall be delivered in accordance with the packing and shipping instructions given by the Company to the Supplier. Only complete orders
may be delivered, any goods surplus to orders shall be delivered only on demand from the Company.

6.3 All deliveries shall be accompanied by the relative delivery note. The note must stipulate how many packages make up the delivery.

6.4 All goods and packing materials must be clearly marked in accordance with the requirements as stipulated on the Supplier Contract. The Supplier
shall also prepare and provide all documents relating to the order as stipulated in the Supplier Contract. Late submission or omission of
document(s) shall attract charges (please refer to the section “Exports Document” in the Supplier Compendium).

6.5 The time stipulated in the order for delivery of the goods shall be of the essence of the contract and the Supplier will deliver the goods in the
manner and at the times so stipulated. Without prejudice to any other rights and remedies the Company may have against the Supplier, such as
but not limited to compensation on late shipment and shortage of delivery (please refer to the section “Shipment Details” in the Supplier
Compendium), the Company may rescind the Supplier Contract at any time if the goods are not delivered by the stipulated date.

7. Conditions of Inspection

7.1 The Company reserves the right for its authorised representative(s) at all reasonable times to inspect and test the goods during manufacture at the
Supplier’s production site. The Company shall have the right to reject any such goods considered defective or inferior. No such inspection or any
failure to reject the goods shall constitute or imply acceptance thereof.
7.2 At the discretion of the Company and without prejudice to the rights and remedies which the Company may have against the Supplier for producing
defective goods, the Supplier shall forthwith replace all goods which have been rejected by the Company.

7.3 The Company’s Conditions of Inspection are applicable as follows:

7.3.1 General:

(a) Quality Requirements

The Supplier is fully responsible for the quality of its goods.
The Supplier guarantees that goods supplied by it are in accordance with:
· approved sample;
· specifications in the Supplier Contracts and supplemental sheets;
· approved artworks, e.g. back label, gift box, instruction manual;
· approved accessories, e.g. hangtag, care label;
· approved completeness or function sample test; and
· relevant safety regulations and laws.

(b) Testing Facilities and Equipment

For goods where the Company’s field inspector requires testing equipment to perform the outgoing inspection, the equipment is
provided by the Supplier at its own expense. Such testing equipment is to be calibrated at regular intervals by the Supplier to
ensure their continued accuracy.
The Supplier will also render the Company’s field inspector every possible assistance in the performance of his duties. He will be
granted full access to all departments and areas of production in which the Company’s goods is being manufactured.

7.3.2 Outgoing inspection – Inspection Procedure:

(a) Inspection Request

The Supplier shall adhere to the inspection procedure and the inspection time limits stipulated in the Supplier Contract. The
Supplier acknowledges that any failure on their part to follow the time limits stipulated for inspection in the Supplier Contract may
lead to delays in the shipment of the goods and the Supplier shall bear all the consequences resulting from such a delay.

(b) Production Status

It should be ensured that on the day of inspection by the Company, the goods are finished in production by 100% and packed into
export cartons at least by 80%.

(c) Packing
The packing will be inspected based on the Company’s requirements, such as:
· type of packing, e.g. gift box
· contents or assortment
· measurement
· weight
· shipping marks
All packaging must be properly sealed to prevent opening during transportation. The Supplier shall bear all additional freight
expenses according to the Ocean Bill of Lading, resulting from any excess measurement or weight.

Conditions of Purchase (Non-Food) (2017.09) P.2 of 7

 (d) Drop Test
Drop tests are executed on technical products and products with mail order destinations only.
Each product shall be individually packed for protection against damage in transit. Goods must be securely packed to withstand
all the stresses and strains which they may be exposed to during transportation so that they arrive in perfect condition.
Following conditions apply to test the required protection against damage during transit:
· comply with ISTA 1A, 2A or its equivalent;
· at outgoing inspection 10% of AQL sample size

7.3.3 Condition of Acceptance:

(a) Inspection Level

In order to determine whether a particular consignment of goods should be accepted or rejected, the lot is subjected to double
sampling inspection in accordance with MIL-STD 105D, this corresponds to DIN Standard 40080 and ISO 2859.

· General Inspection Level II, Table 3-A, 3B, 3C

· AQL: 0 / 2.5 / 4.0 Critical / Major / Minor

Lots found to contain defective units in excess of the limits set by the agreed average quality level shall be rejected. Such lots
must be screened 100% by supplier for sorting out and re-working of defective units and subsequently submitted for re-inspection.
Those units from the inspected goods which are found to be defective within the AQL limits shall be excluded from or repaired
prior to actual consignment.

(b) Supplier’s liability

The performance of inspections and subsequent issuance of the Company’s Inspection Certificates in accordance with the above
mentioned sampling plans does not relieve the Supplier from its liability to assume full responsibility for the goods if they were
found to have any hidden or apparent defects exceeding AQL limits or were found to be in contravention of any legal, health,
safety regulations after the arrival of the goods at the final destination.

(c) Critical defect

A critical defect is a defect which may give rise to conditions which are assumed or known to be dangerous or unsafe to persons
using, servicing or acquiring the article.
If one or more defective units revealing critical defects are found in a sample size, the whole consignment must be subjected to a
thorough and complete inspection for these defects.
The cost for such inspections or supervision of the inspection shall be borne by the Supplier.

(d) Major Defect

A major defect can result in failure or impaired serviceability of the product regarding the capacity for which it was intended.
Example of major defects:
· items which do not function.
· items which malfunction.
· any damage which may give rise to reasonable complaints by consumer.
· probability of necessity for after sales services or the return of the item by the consumer.

(e) Minor Defects

A minor defect is a defect which slightly impairs the serviceability of the item or use in the capacity for which it was intended or
reveals any slight divergences from applicable standards without, however, substantially impairing its saleability at the intended
price.

(f) Deviation approval or Tolerance

In exceptional cases deviations can be approved for a particular period of time or quantity of items or both. Such approval can
only be authorized by the Company’s Quality Control Manager.

(g) The Company’s Inspection Report

Upon completion of inspection the inspector provides the Supplier with a copy of his report of findings which shall not be open to
objection from the Supplier.

7.3.4 Shipment Sample:

The sample should be from bulk production and should always represent the average quality. Shipping samples, if so required, will be
taken from the first shipment lot.

7.3.5 Re-Inspection:

The Company or third parties appointed by the Company will carry out one inspection visit with a handling fee (please refer to the section
“Quality Control Inspection (QC)” in the Supplier Compendium). Goods failing to meet the average quality level or specification
requirements stipulated in these Conditions or Supplier Contracts must be submitted to re-inspection after re-working or sorting out of
non-repairable defective units. Whenever the inspection location is attended by inspectors in accordance with the Supplier’s inspection
request and the lot of goods is not offered in accordance with conditions set forth under clauses 7.3 above, then such inspection visit is
considered abortive. So far as any goods assessment can be performed during such visit, the inspection is considered an intermediate
inspection as opposed to final inspection, consequently requiring re-inspection. The Supplier will request re-inspection not later than the
following day. The booking is sent to the Company’s Quality Control Department subject to confirmation of the revised inspection date.
Re-inspections are arranged by the Company or third parties appointed by the Company for the account of the Supplier, and relevant
charges are deducted from amounts owing to the Supplier on the following basis:

A fixed percentage of the buying value of the goods subject to a minimum charge on a per-man-day basis is to be specified in the Supplier
Compendium (please refer to the section “Quality Control Inspection (QC)” in the Supplier Compendium).

The rates are subject to periodical revision by the Company in accordance with the going rates of commercial inspection organizations.

7.3.6 Charge Procedure, Re-Inspection, Missed Inspection:

Conditions of Purchase (Non-Food) (2017.09) P.3 of 7

 Any charges relating to clause 7.3.5 above shall be documented by means of raising such charges on the issued Company Inspection
Report, in lieu of a debit note, and no further charge forms shall be issued.

8. Property

Without prejudice to any rights of the Company, property in the goods shall pass to the Company on delivery thereof in accordance with the terms
of the Supplier Contract.

9. Warranties and Declaration

9.1 The Supplier hereby warrants that the goods when delivered shall be in all respects in accordance with the contract and free from any defect
whatsoever. W ithout prejudice to such other rights the Company may have, in the event of any defect due to faulty workmanship or material
appearing in the goods within 24 months from the date of delivery to the Company the Supplier shall forthwith on receipt of notice of such defect
from the Company and at its own cost and expense replace and refit such of the goods as are defective. The Supplier has the right to request an
independent surveyor report on the goods at the Supplier’s cost.

9.2 The Supplier hereby warrants that the goods when delivered shall in all respects comply with the legal requirements of the place specified in the
Supplier Contract as the country of destination where the goods are ultimately sold to members of the public including but not limited to packaging,
labelling, safety standards, consumer protection and product liability. The Supplier undertakes in particular that the following process (“Forbidden
Process(s)”) shall not be applied in the manufacture and production and Supplier shall not supply, provide, deliver or sell to the Company any
goods so produced or related to any of the Forbidden Processes: (i) Fur and hides (no fur or hides from animals that are not exclusively kept for
food production), (ii) Sandblasting, (iii) Downs / feathers (no live-plucking), (iv) cotton from Uzbekistan and (v) Mulesing (see MGB Textile Quality
Compendium for details), Where the consumer protection or product liability laws of the place where the goods are sold require warranties for the
goods for a specific period of time, the Supplier is deemed to have given such warranties.

9.3 The Supplier shall indemnify the Company against any loss, damage or injury suffered by the Company howsoever caused which result whether
directly or indirectly from the failure of the Supplier to comply with the terms of the Supplier Contract or these Conditions or from the Supplier’s
performance of such. For the sake of clarity, the loss, damage or injury suffered shall include but shall not be limited to:

· any exchange rate losses suffered by the Company as a result of the Company having to cancel a Supplier Contract;
· losses suffered by the Company for shipment to incorrect destinations, over- or under-shipment and delayed shipment such as discounts
given to the Company’s Customers, transportation charges for returned containers or for further transport to the correct destination, costs for
destruction of goods;
· costs incurred to for minimising the loss caused by defective goods, packaging and labelling such as re-labelling, re-packaging, re-
conditioning of goods, additional test charges;
· price difference for replacement of goods;
· losses caused by the infringement of a third party intellectual property right such as damages to be paid, destruction costs and legal fees;
· loss of profit resulting from non-fulfilment of contract and any compensation paid to Customers arising from claims for breach of contract.

9.4 The Supplier is responsible for the correctness of the contents and form and the authenticity of the certificates of origin. Furthermore it is the duty
of the Supplier to ensure that the relevant import and custom regulations of the country of destination are observed.

9.5 The Company reserves the right to assign the benefit of any warranty herein contained and all its rights thereunder to any Customers of the
Company to whom the goods are sold or transferred by the Company.

9.6 Owing to the fact that a vast majority of the Company’s Customers have acquired and/or will acquire the status of Authorized Economic Operator
(AEO), the Supplier hereby declares that:

(a) goods, which are produced, stored, forwarded or carried by order of Authorized Economic Operator (AEO), which are delivered or which
are taken for deliver from AEO are:-
(i) produced, stored, prepared and loaded in secure business premises and secure loading and shipping areas;
(ii) protected against unauthorized interference during production, storage, preparation, loading and transport.

(b) reliable staff is employed for the production, storage, preparation, loading and transport of these goods.

(c) business partners who are acting on behalf of the Supplier are informed that they need to ensure the supply chain security as mentioned
above.

10. Intellectual Property Rights and Own Brands

10.1 The Supplier warrants that the sale by the Supplier to the Company and the use by the Company of the goods supplied under any Supplier Contract
do not constitute an infringement of any letters patent, registered design or utility model, trade mark or copyright owned by a third party and the
Supplier shall indemnify the Company from and against all costs, claims, demands or proceedings in respect of any such infringement as aforesaid
or any alleged infringement.

10.2 The Supplier shall immediately inform the Company in writing if it becomes aware of a claim from a third party for infringement of intellectual
property rights owned by the third party in relation to goods which are being supplied to the Company.

10.3 All designs, drawings and specifications furnished by the Company to the Supplier remain the sole and exclusive property of the Company and are
to be treated as confidential by the Supplier and disclosed only to such employees of the Supplier as are properly engaged in the execution of the
order and for the purposes of the Supplier Contract. All such designs, drawings and specifications shall be returned to the Company on completion
of the Supplier Contract.

10.4 (a) The Company's trademarks are such trade mark(s) as the Company may from time to time have notified the Supplier in writing, including
those trademarks and logos designated as Own Brand (as defined below in clause 10.5).

(b) The Supplier has no permission to and will not adopt, use or register as a trade mark, tradename, business name or corporate name or
part thereof, whether during the term of these Conditions or after its termination, any word or symbol similar to any of the Company's
trademarks.

Conditions of Purchase (Non-Food) (2017.09) P.4 of 7

 (c) Any sundry items including or bearing the Company's trademarks and not used by the Supplier on finished goods produced for the
Company shall be returned to the Company.

(d) The Supplier undertakes to avoid loss, duplication or improper use of any sundry items or materials which incorporate the Company's
trademarks. In particular, the Supplier agrees to refrain from using any of the Company's trade marks, or colour variations of any of them,
in making goods for its own account or for the account of any other party.

10.5 The Company may require the Supplier to supply goods marked with specific brands and logos which are the intellectual property of the Company
(“Own Brand”). The Company shall inform the Supplier and shall designate the Own Brand in writing. Where the Supplier manufactures and
supplies Own Brand goods to the Company, it undertakes to manufacture and supply the Own Brand goods exclusively to the Company.

10.6 The Supplier shall not sell or transfer to or attempt to sell or transfer to or permit the use of the Own Brand goods by any third party, unless the
Company shall have expressly named such third party to the Supplier. This clause shall remain in effect even after the termination of the Supplier
Contract or these Conditions.

10.7 The Company shall provide designs, drawings and specifications for the packaging of the Own Brand goods. The Supplier shall package the Own
Brand goods in accordance with the instructions given by the Company at no additional charge.

10.8 The Supplier shall not make any changes to the trademarks, logos, labels and packaging design without obtaining the prior consent of the
Company in writing.

10.9 The Supplier shall use the trademarks, logos, labels and packaging design of the Company solely for Own Brand products ordered by the
Company.

10.10 If required by the applicable statutory provisions and regulations or requested by the Company, the Supplier shall reserve an adequate number of
samples from each and every shipment or from a certain number of shipments as agreed between the parties, and it shall keep these samples
according to product type for the period required by the applicable statutory provisions and regulations, or for a period of three months if there is no
regulation governing the matter. The Company shall be entitled to check the samples for compliance to product identifications and quality standard
at any time it considers appropriate upon prior notice.

10.11 Packaging:

(a) packaging forms of the products and all marks and labels to be placed on the packaging shall be designated by the Company and applied
by the Supplier exactly as directed by the Company.

(b) All expenses for developing packaging, markings and designs shall be for the account of the Supplier. A copy of packaging designs
developed or renewed by the Supplier shall be submitted to the Company as film or on CD. All copyright and design rights related to
packaging design shall remain the property of the Company.

(c) Unless agreed otherwise, the packaging materials shall be purchased by the Supplier in sufficient quantity as appropriate to production
volume and business economics and the approval of the Company shall be obtained in writing for the amount to be purchased and the
number of prints.

11. Infringement of Trade Marks

The Supplier acknowledges and agrees that the Company is the sole and exclusive owner of all right, title, and interest in and to the Company’s
trademarks as notified to it under clause 10.1 above. The Supplier acquires no right, title or interest therein except for the rights to utilise the trade
marks in accordance with these Conditions and any relevant Supplier Contract. Should the Supplier infringe the Company’s trademarks or utilise
the Company’s trade marks in a manner which is inconsistent with these Conditions or any relevant Supplier Contract, the Supplier shall:

(a) pay the Company the sum of €25,000.00. The Supplier agrees that this sum shall be paid as liquidated damages to the Company
representing the loss and damage suffered by the Company in relation to loss of profits, cost and expenses involved in investigating such
breach and loss of goodwill; and

(b) pay the Company 10 % of the total turnover of the infringing product for the preceding 12 months. The sum to be paid shall in no event be
less than €25,000.00 without prejudice to any claim which might be made by the Company for breach of its intellectual property rights.

12. Social and Ethics Standards

12.1 The Supplier declares that the goods delivered are not manufactured by means of exploitative, unhealthy, slave-like or child labour, nor by forced or
exploited labour of any kind which violates human dignity.

12.2 The Supplier acknowledges that the Company and its Customers are members of the Business Social Compliance Initiative (BSCI). The
production/manufacturing of the goods must comply with the requirements of BSCI, published on the website: http://www.bsci-intl.org/. The
Supplier shall also permit the Company or its authorized representative to carry out audits at its production facilities pursuant to the guidelines
issued by the BSCI. The Company is entitled to book and pay the BSCI Social Audit and charge to the Supplier afterwards.

12.3 Anti-Corruption:

The Supplier undertakes to take all necessary and reasonable measures to avoid corruption and bribery.

Accordingly, the Supplier shall neither directly nor indirectly offer, promise or grant benefits or other advantages (e.g. cash, valuable gifts or
invitations that have no primarily business purpose, e.g. to sporting events, concerts, cultural events) to employees and members of an executive
body of the Company and/or Customers including their relatives or of any other company belonging to METRO or have such benefits or advantages
offered, promised or granted in any other way by third parties or to have done so to achieve the conclusion of the contract with the Company.

The Company and the Customers are entitled, in the event of any breach of this Anti-Corruption clause, after a prior unsuccessful written warning,
to terminate all existing contracts without prior notice. In the event of a serious breach, no prior warning is necessary.

This provision does not apply to product samples given to the Company and the Customers during the regular course of business for examination
or testing purposes. The right to claim damages shall remain unaffected.

Conditions of Purchase (Non-Food) (2017.09) P.5 of 7

12.4 Anti-Trust:

The Supplier acknowledges that any anti-competitive conduct with his competitors (cartels) would be unlawful. Therefore the Supplier hereby
affirms that all prices and conditions offered and contracted with the Company and Customers are not related to or based on any anti-competitive
conduct. As far as an authority enforcing competition rules has determined that - within the relevant period when goods have been ordered - the
Supplier participated in such anti-competitive conduct, the Supplier is obliged to pay liquidated damages in the amount of 1% of the total amount
invoiced for the Products ordered in the relevant period plus interest. The Company and the Customers are entitled to claim further damages
based on contractual and/or statutory grounds relating to the anti-competitive conduct. The Supplier shall share and disclose to the Company all
information and documents necessary to assess such claims in principle as well as the specific amount. The obligation to pay damages survives
the end of the business relationship and has to be honoured even if, at the time of determination of the anti-competitive conduct, the business
relationship has already been ended.

13. Force Majeure

Neither the Company nor the Supplier shall be liable for any delay or failure in carrying out any of its obligations under any order or Supplier
Contract if such failure or delay is due to labour disputes, strike, fire, explosion, lockout, flood, earthquake, failure of shipping facilities or
transportation agencies, embargoes, insurrection or civil disorder, acts, orders or requirements of any government or political authority, acts of God
or other causes or conditions beyond its reasonable control; provided, however, that the parties shall give each other advance written notice of any
such anticipated failure or delay as promptly as reasonably practicable after it has notice of conditions or circumstances which may cause such
delay or failure.

14. Termination

14.1 If:-

(a) the Supplier shall fail to deliver the goods on the due date of any Supplier Contract or shall commit a breach or shall after due warning
continue any breach of its obligations under any Supplier Contract, or

(b) any distress, execution or other legal process is levied upon any of the Supplier's assets, or

(c) the Supplier shall make any arrangement or composition with his or its creditors, commit an act of bankruptcy or, being a corporation shall
enter into liquidation or have a winding-up petition presented against it or call a meeting of its creditors or suffer the appointment of a
receiver in respect of any part of its undertaking or assets

(d) the Supplier shall fail or refuse to comply in whatever manner with the rules under clause 12 hereof

the Company may without prejudice to any other rights the Company may have and without incurring any liability whatsoever to the Supplier
terminate any relevant Supplier Contract and these Conditions at any time thereafter summarily by notice in writing.

15. Subcontractor

15.1 The Supplier shall not without the prior written consent of the Company subcontract the execution of any Supplier Contract or any part thereof nor
assign or transfer any Supplier Contract or any part thereof to any other person.

15.2 Where such consent as aforesaid is given by the Company the Supplier shall obtain the agreement of its subcontractor assignee or transferee to
conditions similar to those contained herein and any other conditions which may apply between the Company and the Supplier before the sub-
contract or assignment or transfer shall take effect. Where the Supplier has sub-contracted with the consent of the Company to a third party, the
Supplier shall nevertheless remain fully liable to the Company for any breach of the Supplier Contract.

15.3 The Company may assign all or any part of its rights, interest and claims arising out of the performance of these Conditions or any Supplier
Contract.

16. Waiver

Failure by the Company at any time to enforce any of the provisions of these Conditions shall not be construed as a waiver by the Company of such
provisions or in any way affect the validity of these Conditions.

17. Confidentiality

17.1 The Supplier agrees and undertakes not to disclose to third parties any trade or commercial secrets or confidential information relating to the
Company (including but not limited to prices, methods and quantities of production, sales strategy, purchasing strategy, financial information) or
any procedure which it performs on behalf of the Company.

17.2 The obligation of confidentiality shall survive the termination of the Supplier Contract and these Conditions.

18. Notices and Other Communications

Any notice given hereunder by post, telex, or facsimile transmission to the recipient at his or its principal or registered office shall be deemed to
have been properly served at the time when in ordinary course of post or transmission it would reach its destination.

Any notice given hereunder via electronic transmission, e.g. the Internet, shall be deemed to have been properly served after appropriate log-in
authentication and authorisation by the Company.

19. Company’s right to set-off

If any sum or money shall be recoverable from or payable by the Supplier to the Company or to any of the Company’s Customers, the same
amount may be set-off by the Company against any sum being withheld by the Company then due or which at any time thereafter becomes due to

Conditions of Purchase (Non-Food) (2017.09) P.6 of 7

 the Supplier until such amount has been recovered in full, irrespective of being reciprocal or not and without the need to obtain a court order or
judgment to this effect. Exercise of the rights hereunder shall be without prejudice to any other rights or remedies available to the Company.

20. Applicable Law

20.1 These Conditions shall be construed and shall take effect in all respects in accordance with the laws of the Hong Kong Special Administrative
Region of the People’s Republic of China (“Hong Kong”).

20.2 All disputes, controversies, claims or differences which may arise between the Company and the Supplier, out of, or in relation to, or in connection
with these Conditions, any Supplier Contract, or for breach thereof, shall be settled by arbitration in Hong Kong in accordance with the Arbitration
Ordinance of Hong Kong, Chapter 341 of the Laws of Hong Kong or any statutory modification thereof. The parties hereto agree that, where
relevant, the UNCITRAL Model Law shall not apply and this agreement is or is to be treated as a domestic arbitration agreement notwithstanding
the provisions of the Arbitration Ordinance. The parties further agree that all or any dispute that may arise are to be arbitrated as a domestic
arbitration.

20.3 There shall be one arbitrator and the place of arbitration shall be the Hong Kong International Arbitration Centre. The language of the arbitration
proceedings shall be English. The award shall be final and binding on the parties and the right of appeal under section 23 of the Arbitration
Ordinance and the right to make an application under section 23A thereof are hereby excluded. The Supplier undertakes to maintain a duly
appointed agent in Hong Kong for service of arbitration proceedings and on request to inform the Company of the name and address of such agent.

Conditions of Purchase (Non-Food) (2017.09) P.7 of 7