GENERAL TERMS AND CONDITIONS

1. Agreement(s) as used herein shall mean any order confirmation issued by IPlast Industries LLC or any other contractual arrangement between IPlast Industries LLC and the Buyer. These general terms and conditions shall apply to and form part of all Agreements. The Agreement constitutes the complete and entire understanding and agreement between IPlast Industries LLC and Buyer. Deviations from the Agreement, including these general terms and conditions shall be valid only if expressly agreed in writing by the parties. In the event of a conflict between these general terms and conditions and the terms of an IPlast order confirmation, the latter shall prevail.

2. Title to the product shall transfer from IPlast Industries LLC to Buyer simultaneously with the transfer of risk as per Incoterms. All references to Incoterms shall mean ICC Incoterms 2010.

3. IPlast Industries LLC will use reasonable efforts to meet the planned delivery date which shall be deemed to be only approximate. However, for customer(s) with annual contracts, IPlast Industries LLC will fulfill delivery obligations within a tolerance period of 30 days as per the mutually agreed purchase order terms. Any change in delivery date subsequently by the customer will render IPlast’s delivery obligation void.

4. If the Buyer is responsible for the transport of products, Buyer shall ensure that the means of transport is clean and dry, suitable for loading and carrying the products, and complies with legal standards for such means of transport. In case of deficiency in compliance with the requirements stated herein, IPlast Industries LLC will be entitled to refuse loading of goods without any obligation to compensation.

5. Goods shall be supplied by IPlast Industries LLC at the agreed price between the customer and IPlast Industries LLC.

6. IPlast Industries LLC will invoice the Buyer, and Buyer will pay the invoice in the currency stated on the invoice without any discount, deduction, or set-off as per payment terms agreed with the Buyer.

7. IPlast Industries LLC may at any time without notice or without any written demand upon Buyer, set-off and apply any and all sums at any time owing by IPlast Industries LLC to Buyer or any of Buyer’s affiliates against any and all sums owing by Buyer or any of Buyer’s affiliates to IPlast Industries LLC.

8. Failure of Buyer to pay on due date shall make all sums owing by Buyer to IPlast Industries LLC on any account due and payable immediately, without prejudice to IPlast’s right to charge late payment interest @1.5% per month until payment in full is made.

9. If IPlast Industries LLC has objective reason to conclude that the financial status of Buyer has become unsatisfactory, or in case of late payment, it may require the Buyer to provide adequate securities including cash in advance for timely payment of future deliveries, without which it may suspend its future supply obligations.

10. IPlast Industries LLC’s maximum liability for all claims for any reason is the sale price of the product involved and shall not be liable for indirect or consequential damage(s). Claims by Buyer are waived unless made in writing within 60 days from the date of delivery. Buyer shall indemnify and hold IPlast Industries LLC harmless in respect of all claims for which IPlast Industries LLC is not liable.

11. If Buyer disposes any item that is associated with IPlast Industries LLC’s products, then the Buyer will ensure that the disposed items are made unsalvageable and will not subcontract the disposal without prior written consent of IPlast Industries LLC.

12. IPlast Industries LLC makes no representation or warranty of any kind, express or implied, that the products sold hereunder, or the use of such products, or articles made thereon, either alone or in conjunction with other materials, will not infringe any patent or trademark rights. Buyer agrees that it will promptly notify IPlast Industries LLC of any claim or suit involving Buyer in which patent or trademark infringement is alleged with respect to the products sold hereunder and that Buyer will permit IPlast Industries LLC, at its option and expense, to control completely the defense or settlement of any such allegation of infringement.

13. Neither party may assign this agreement without the written consent of the other party save in the case where such assignment is to IPlast Industries LLC’s subsidiary and prior written notice has been given to the Buyer.

14. Except as required by law or with IPlast Industries LLC’s written consent, Buyer will not disclose the existence or terms and conditions of this Agreement and will not use IPlast Industries LLC’s or its subsidiaries’ names or trademarks.

15. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or the address mentioned in the main agreement.

16. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.

17. This Agreement between IPlast Industries LLC and the Buyer shall be governed by, and interpreted in accordance with, the laws in force in the United Arab Emirates, and the parties hereby submit to the exclusive jurisdiction of the competent courts of the Emirate of Abu Dhabi, United Arab Emirates.

TERMS AND CONDITIONS (PURCHASE ORDER)

1. This Purchase Order serves as the Buyer’s formal offer to the Supplier and becomes a binding agreement once the Supplier accepts it, either through written confirmation or by starting performance, whichever occurs first. If the Supplier fails to accept or begin performance, the Purchase Order will be considered cancelled. Any terms or conditions proposed by the Supplier that differ from or add to those stated herein shall be invalid unless expressly approved in writing by the Buyer.

2. Supply in excess of the permissible limit shall not be accepted. Buyer reserves the right to return any excess quantity to the Supplier at the Supplier’s cost and risk, unless prior written permission has been obtained from Buyer. Where the nature of the material ordered is such that certain normal excess or shortage is likely to occur, such variance will be acceptable up to a maximum of 5% of the ordered quantity (and up to 10% for packing materials). Buyer shall have no obligation for any goods or services in excess of the quantity specified in this Purchase Order.

3. The prices stated herein include all applicable taxes, duties, and other charges. Prices quoted in the Purchase Order shall remain firm and binding between the Supplier and Buyer. Unless otherwise agreed in writing, no additional charges shall be allowed, including, without limitation, for labelling, packing, or storage. Supplier acknowledges that any sales forecasts, quantity estimates, or similar projections are for informational purposes only and do not represent binding commitments on the part of Buyer.

4. The Supplier represents and warrants that all goods and/or services covered by this Purchase Order will: (a) Conform to the specifications, testing methods, procedures, drawings, samples, or other descriptions furnished or approved by Buyer, and Supplier shall not alter the formulation, manufacturing process, or specifications without Buyer’s prior written consent; (b) Be fit and sufficient for the intended purpose, merchantable, and of the highest quality and workmanship; (c) Be free from defects in design, workmanship, and materials; (d) Not infringe upon any patent, trademark, or copyright rights of Buyer or any third party; (e) Not be subject to any security interests, liens, or other encumbrances; and (f) Comply with all applicable laws, rules, and regulations of the United Arab Emirates. For food-grade materials, the Supplier further warrants that all products shall have been manufactured, packaged, stored, and shipped using best hygienic practices in the food industry.

5. Buyer may, at its sole discretion, return any goods that are defective or non- conforming to this Purchase Order or specifications, for full credit or refund at Supplier’s expense. Buyer may charge Supplier for unpacking, examining, repackaging, reshipping, and inbound freight. Payment or receipt acknowledgment does not constitute acceptance. Supplier remains responsible for quality control and replacement of defective goods.

6. Buyer may, by written notice, change the terms of this Purchase Order, including delivery, packaging, or specifications. Supplier shall promptly proceed with such changes. If such changes cause an increase in cost or delivery time, Supplier shall notify Buyer promptly and negotiate an equitable adjustment in writing.

7. Buyer may, without prior notice, cancel or terminate all or part of this Purchase Order and hold Supplier accountable for additional costs or damages if: (a) Deliveries are delayed; or (b) Supplier breaches any term of this Purchase Order. Buyer may also terminate the Purchase Order, in whole or in part, upon notice to Supplier. In such event, Buyer shall pay: (a) The contract price for goods delivered prior to termination; and (b) Actual costs of non-salvageable materials properly allocable to the terminated portion.

8. Deliveries shall be made as specified in this Purchase Order without extra charge for packaging or storage, unless otherwise agreed in writing. Each shipment must include a packing list and certificate of analysis. Partial shipments are not allowed unless approved in writing.

9. Suppliers delivering hazardous goods must use tankers compliant with UAE legal standards and carry valid approvals from the competent authorities. Supplier shall be responsible for all losses or damages, including third-party claims, resulting from non-compliance.

10. Supplier shall maintain and provide all specifications, analytical test procedures, microbiological test methods, and quality control documentation necessary to ensure compliance with applicable UAE regulations and Buyer’s requirements.

11. Title and risk of loss remain with Supplier until delivery at the point specified in this Purchase Order. Time is of the essence. Failure to deliver on time constitutes a material breach. Buyer’s recorded weights and quantities shall be final. Acceptance of late goods does not constitute waiver of rights.

12. Buyer retains all rights in designs, drawings, and materials furnished to Supplier. Any materials developed by Supplier in connection with this Purchase Order shall be considered “work made for hire” and become Buyer’s property. Supplier shall not use or share such materials without Buyer’s written consent.

13. Buyer may at any time set off any amount owed by Supplier to Buyer or its affiliates against any amount owed by Buyer or its affiliates to Supplier.

14. Suppliers are required to maintain comprehensive insurance coverage, including general and product liability as well as worker’s compensation insurance, to ensure full protection and compliance with the Buyer’s requirements. All policies must be issued on an occurrence basis and in amounts determined by the Buyer. Suppliers must also provide valid certificates of insurance each year, naming the Buyer and its affiliates as additional insured parties, as confirmation of continuous and adequate coverage.

15. Supplier shall keep all goods and worksites free from liens or encumbrances arising from its performance or that of its subcontractors.

16. He Supplier shall indemnify, defend, and hold harmless the Buyer, its subsidiaries, affiliates, officers, directors, agents, employees, successors, assigns, customers, and product users from and against any and all claims, liabilities, losses, damages, penalties, settlements, fines, and related expenses, including reasonable attorney’s fees, whether incurred internally or externally. Such indemnification shall apply to all matters arising from or connected to (a) any breach by the Supplier of its warranties, representations, or obligations stated herein, or (b) any sale, use, handling, possession, or delivery of goods or services provided under this Purchase Order. However, the Supplier shall not be responsible for any loss or damage that is judicially determined to result from the Buyer’s negligence or willful misconduct.

17. Supplier shall treat all information received from Buyer as confidential and proprietary, using it solely for performance of this Purchase Order. Supplier shall not publish or disclose Buyer’s relationship without written consent.

18. All remedies available to Buyer under this Purchase Order are cumulative and in addition to those available by law or equity.

19. Under no circumstances shall Buyer be liable for any indirect, incidental, consequential, or punitive damages, even if Buyer was advised of their possibility.

20. Supplier and its employees shall perform all work as independent contractors. If services are rendered at Buyer’s premises, Supplier shall comply with all safety regulations and maintain adequate insurance.

21. Neither party may assign this Purchase Order without prior written consent, except that Buyer may assign it to its affiliates or successors without such consent.

22. This Purchase Order and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any legal action shall be brought before the competent courts of the Emirate of Abu Dhabi, United Arab Emirates, which shall have exclusive jurisdiction.

23. This Purchase Order constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. No modification or waiver is valid unless made in writing and signed by both parties.

24. Any provisions that by their nature are intended to survive termination shall remain in effect thereafter.

25. The parties confirm that this Agreement and all related documents have been prepared and executed in the English language.