effective as of [2026-08-15]

1. General
1.1. The business relationship between Nokite Eco Smart Water Heating Systems (Guangdong) Co., Ltd, 38 South Shunde Avenue | Ronggui, Shunde District, Foshan, Guangdong | 528305 | P.R.China (hereinafter NOKITE) and the B2B-Customer for the sale of products and additional services (if contractually agreed) is governed exclusively by these General Terms and Conditions of Sale (GTC) in the version valid at the time of the respective purchase order by Customer.
1.2. Supplementing services such as Consulting, Planning, Installation, Maintenance, Digital Services or any other services may be provided according to separate and specific business terms and conditions setting forth such specific commercial services.
1.3. Amendments and modifications to the GTC or a concluded contract will only be valid if they have been accepted by NOKITE in writing. Any general purchasing terms and conditions or contractual provision of the Customer are hereby expressly rejected and excluded.
1.4. The following order of precedence applies to the validity and interpretation in case of a conflict between the following documents:(1) order confirmation resp pro forma invoice, (2) NOKITE's offer, (3) GTC.

2. Offers
2.1. The offers and quote of NOKITE are non-binding and subject to change, unless otherwise indicated in the quote. A contract is concluded by order confirmation (submitted in writing or electronically) or by delivery. NOKITE may make changes to the order confirmation provided that these are insignificant and result in an improvement.
2.2. The illustrations, drawings as well as dimensional, weight and performance data from NOKITE's offers, brochures, price lists and catalogues are not binding, unless these have been expressly designated as binding.
2.3. Once the order is confirmed, Customer cannot unilaterally cancel or modify it. If Customer unilaterally cancels the order after the order is confirmed, NOKITE has the right to take the following measures depending on the actual situation:
i. NOKITE does not accept unilateral cancellation of the order. Customer shall continue to perform the order obligations, including payment, picking up and receiving the goods. If Customer fails to perform the payment obligation, it shall pay NOKITE a penalty for overdue payment calculated at 3‰ per day from the day after NOKITE notifies it of payment. If Customer fails to perform the obligation to pick up or receive the goods, all expenses incurred and the risk of damage or loss of the goods from the day after NOKITE notifies it of the pick-up shall be borne by Customer, and a penalty of 3‰ per day (based on the value of the goods calculated at the order price) shall be paid to NOKITE from the day after NOKITE notifies it of the pick-up.
ii. If the order is cancelled, NOKITE will forfeit the deposit paid by Customer and NOKITE reserves the right to pursue Customer for losses.
iii. After receiving the order confirmation notice from NOKITE, Customer shall arrange the payment according to the payment terms agreed by both parties. If Customer requires a delay of the order delivery, Customer shall notify NOKITE 30 days in advance and confirm the adjustment of the order delivery time.
iv. If Customer fails to notify NOKITE 30 days in advance and fails to pay the agreed amount before the agreed date, or if Customer has notified NOKITE 30 days in advance but fails to pay the agreed amount more than one month after the original agreed date, NOKITE has the right to require Customer to pay the agreed amount and charge storage fees, as follows:
a. A: Storage fee: 1.8 yuan/ cubic meter/ day (invoice issued by NOKITE).
b. B: Charging method: NOKITE issues an order to collect storage fees, which will be collected at the end of the month.
If Customer fails to pay the agreed amount for the goods within four months or more of the agreed period, NOKITE will forfeit its deposit and NOKITE will have the right to charge Customer for the cost of capital utilization (calculated at an annual interest rate of 8% from the agreed payment period).

3. Credit check
3.1 The Customer acknowledges that NOKITE may carry out a credit check when the Customer is placing an order. The Customer consents to the processing of the relevant data with relevant third parties. NOKITE expressly reserves the right not to accept orders or demand advance payments if the credit assessment is unsatisfactory, at the full discretion of NOKITE at any time.

4. Prices
4.1 Prices, currency and rebates are outlined in the supplementing sales quote or sales documentation by NOKITE. Unless otherwise stated, any and all additional charges, such as, but not limited to, freight charges, insurance premiums, custom duties and clearance shall be borne by the Customer. Any resale prices referred to in its price list, catalogues or discount sheets are recommended prices only and not binding to Customer.
4.2 NOKITE reserves the right to adjust sales prices, rebates, discounts and product range each of it with at least 30 days' prior notice before the changes become effective.
4.3 In the event NOKITE wants to increase price for an accepted order, but unshipped product before delivery, the Customer has the right to cancel its order within one week of receiving notification of the price increase from NOKITE and before dispatch, otherwise the price increase is deemed to have been accepted.

5. Payments
5.1. Customer shall arrange the payment according to the payment terms agreed by both parties in the currency stated in the invoice and with the standard payment method provided by NOKITE.
5.2. In the Customer does not timely pay outstanding amounts, NOKITE may, at its sole discretion, suspend the delivery of products or services to the Customer, including withholding delivery in respect of orders previously placed by the Customer and accepted by NOKITE, or require advance payment until all amounts owed to NOKITE have been paid. The exercise of this remedy by NOKITE does not prevent NOKITE from exercising other remedies available to NOKITE under this contract or at law.
5.3. NOKITE shall be entitled to charge default interest of 3‰ per day on amounts outstanding, without an obligation to dispatch a previous notification of default. Claiming defects does not excuse the Customer from the obligation to pay the invoice when due.

6. Delivery and Packaging
6.1. Unless otherwise agreed and stated in the order confirmation, delivery is FCA (NOKITE location, Incoterms 2020). In case of international delivery, the Customer assumes full responsibility for compliance with applicable laws and regulatory requirements. NOKITE shall be responsible for safe packaging in conformity with transportation regulations and good commercial practices.
6.2. Partial deliveries are permissible and can be invoiced. Delivery before a confirmed delivery date is permissible, unless otherwise agreed.
6.3. Delivery and service dates are estimates unless NOKITE expressly agrees in writing to a fixed date or schedule. NOKITE will use commercially reasonable efforts to meet delivery and service date estimates. All delivery and service dates are conditioned on NOKITE's timely receipt of all necessary information and the Customer preparatory work. If the Customer causes a delay in delivery or assumption of the products, NOKITE will store and handle all items at the Customer's risk and will invoice the Customers for the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges. Failure to meet delivery dates shall not entitle the Customer to withdraw from the contract or to claim damages or contractual penalties.

7. Transport inspection
7.1. The Customer must inspect the delivery immediately, but at the latest within 7 calendar days from receipt notify NOKITE in writing of any visible transport damage or error in quantities. If the Customer fails to do so, the deliveries shall be deemed to be accepted and respective claims are forfeited.

8. Returns
8.1. Customer has no right to refuse and return a conforming product. Exceptions are at the discretion of NOKITE.

9. Retention of title / purchase money security interest
9.1. NOKITE remains the owner of the Products delivered by it until NOKITE has received the full payments in accordance with the order confirmation. The Customer authorizes NOKITE to register the ownership in the official register for retention of title or grants NOKITE a purchase money security interest and agrees not to challenge the legitimacy of this grant. Customer will assist NOKITE in taking all necessary actions to perfect and protect NOKITE's retention of title or any other security interest. Customer shall separate the Products from its other stock and give access to NOKITE upon request.

10. Warranty
10.1. NOKITE warrants that the NOKITE Products are new (unless marked as used/refurbished), are free of defects in title, workmanship and materials and correspond to their specifications. Unless otherwise agreed in writing, the Products and Services comply with the regulations and certifications at NOKITE's place of business.
10.2. Where Products are manufactured or processed in accordance with specifications, designs, drawings, formulas, materials, or instructions supplied by or on behalf of Customer (“Customer Specifications”), Nokite warrants only that the products shall conform in all material respects to such Buyer Specifications. Nokite makes no representation or warranty, express or implied, as to the accuracy, completeness, suitability, or fitness of the Customer Specifications for any particular purpose.
10.3. Unless otherwise offered by NOKITE, the default bring-in warranty period is 1 (one) year from the date the product is dispatched by NOKITE or at the taking over of the services.
10.4. Customer shall immediately notify NOKITE in writing of any deficiencies of the products or services by submitting appropriate failure documentation. If the Customer reports a defect and no defect is found for which NOKITE is liable, NOKITE is entitled to claim compensation for the work undertaken and expenses.
10.5. In the event of a valid warranty claim, NOKITE will, at its option, choose to repair the defective product, to replace it with the same or a similar item or to refund the purchase price paid in cash or by credit note. Replaced parts shall become the property of NOKITE.
10.6. NOKITE is not liable for defects that the Customer recognized or should have recognized upon receipt or acceptance of the NOKITE products and did not report to NOKITE immediately after discovery and within the warranty period. There is no entitlement to warranty if the NOKITE products have not been assembled in accordance with the NOKITE instructions or have been improperly handled, used, repaired or modified.
10.7. The Customer shall follow and distribute the installation information, product manuals, operating and safety instructions, and other documentation and specifications provided by NOKITE with the products. NOKITE disclaims any liability, including warranty liability, if the Customer does not.
10.8. NOKITE may procure from time to time certain products or support services from third parties. Customer acknowledges that NOKITE is not the manufacturer or provider of such items. To the fullest extent permitted by law, NOKITE makes no warranties in relation to such items other than those manufacturers or third-party supporters, which NOKITE is able to pass through for its Customer’s benefit.

11. Liability
11.1. The liability of NOKITE for all claims of the Customer arising from or in connection with the contract or its improper fulfilment, regardless of the legal basis on which they are made, is limited to the actual direct damages up to the amount paid by the Customer for the product causing the damage.
11.2. In no event shall the Customer be entitled to compensation for indirect, consequential or punitive damages, such as loss of production, loss of use, loss of orders, loss of profit and any other indirect, consequential, incidental, punitive or exemplary damages of such kind, whether such damages arise out of or are a result of breach of contract, warranty, tort (including negligence), strict liability or otherwise.
11.3. NOKITE is only liable without limitation for damages caused by NOKITE through unlawful intent or gross negligence, or any limitation in this Section that is contrary to applicable mandatory law. Nokite shall have no liability for any defect, non-conformity, or failure of the product to the extent caused by or arising from the Customer Specifications, including any inherent design defects or unsuitability of materials specified by Customer.

12. Insurance
12.1. NOKITE does not provide third parties direct access to its insurance or give additional rights to its insurance, such as naming additional insured parties. Customer shall maintain adequate coverage by a property and a general commercial liability insurance.

13. Intellectual Property
13.1. The use of the trademark, logo, product information, product drawings and product pictures of NOKITE for purposes of advertising shall be made in form of the official then current trademark, logo etc. as further describe in the NOKITE brand guidelines.
13.2. All intellectual property rights to the products or product documentation and information documents (catalogues, brochures, drawings, product data) are exclusively owned by NOKITE and remain with NOKITE. Any use, reproduction or modification requires the explicit written consent of NOKITE. In no event shall the Customer be deemed to have acquired any ownership rights or interest in or to any intellectual property rights of NOKITE. In the event of a claim or action or suspected infringement of third-party rights resulting from the products, NOKITE may at its expense and option either: (i) procure for the Customer the right to continue selling products or (ii) replace the products and/materials with non-infringing products and materials. NOKITE shall have no liability for continued infringement by the Customer after the exercise of option (i) and/or (ii) above by NOKITE.
13.3. Nothing in this Agreement, nor any amendments thereto, shall limit or restrict NOKITE with respect to feedback provided to NOKITE related to the products. The Customer agrees that NOKITE will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial or non-commercial purposes.
13.4. If the deliveries and services of the supplier also include software, the Customer is granted the non-exclusive right to use the software together with the delivery item, unless otherwise agreed. All intellectual property rights to the software, which enables the operation, reference data, maintenance or repair of the machines, remain the property of NOKITE or its licensor. The Customer is not entitled to edit the software, in particular he has no right to make copies, decompile, reverse-engineer and disassemble or to use other methods to access the source code. The Customer and its Customers are hereby authorized to use the control software to operate the products for their own purposes, but have no further rights to the control software, in particular no right to reproduce, decompile, reverse engineer or otherwise attempt to derive information from the control software or to permit or cause this to be done.

14. Data protection
14.1. Personal data will be gathered, processed, and used by NOKITE in compliance with the applicable data protection law and all of our employees, other Franke group companies and third party service providers who receive access to personal data are obliged to respect the confidentiality of the personal data. In the event that NOKITE is provided and receives personal data via Customer or a point of sale for such purpose described below, NOKITE is an independent controller under applicable data protection law. NOKITE collects personal data when customer submits it to us, through registration, completion of forms or e-mails, as part of an order for products or services, after-sale support for products or services, inquiries or requests about products being ordered and similar situations in which data subject has chosen to provide the information to NOKITE or via a point of sale to NOKITE. Some personal data provided (name, address, phone number and email address) will be processed by NOKITE for marketing, advertising or promoting purposes. We assume that this is of mutual interest for our Customer and for the Data Subject to upkeep a good business relationship and the respective Data Subject can object to the processing of his/her data for this purpose at any time without giving reasons by contacting NOKITE.
14.2. Some of the personal data provided may be stored or processed in other jurisdictions, such as the United States, whose data protection laws may differ from this jurisdiction. In such cases, NOKITE ensures that appropriate protections are in place to require the data processor in that country to maintain protections on the personal data that are equivalent to those that apply in the country of NOKITE. Customer is obliged to inform any point of sale and its end-users that it complies with applicable data protection law and personal data will be processed by NOKITE according to the terms and limitation set forth in this Clause. Customer shall, without limitation, defend, hold harmless and indemnify NOKITE in the event of damage that is attributable to Customer's transferring of personal data or in breach of applicable data protection law. Our full privacy statement can be found on our website: www.franke.com.

15. Disposal of products and packaging
15.1. Unless otherwise required by mandatory applicable law, the Customer assumes the obligation to properly dispose of the delivered goods after the end of use and any packaging (with exception of pallets) at his own expense in accordance with the applicable statutory provisions. If the Customer requests disposal by NOKITE, NOKITE shall provide the Customer with an offer to take back and dispose of the goods and packaging at the time of disposal. All related costs will be charged to the Customer.

16. Export
16.1. The export or re-export of products, spare parts or software may be subject to domestic and/or foreign export control regulations. The Customer undertakes to comply with the trade regulations and export control regulations and, if necessary, to obtain any necessary licenses for the export of the products from the competent authority.

17. Business Integrity
17.1. The Customer must conduct its affairs in ethical manner, acknowledges to be informed about the FRANKE Code of Conduct adopted by the Franke Group (to which NOKITE belongs), as modified from time to time, and shall adhere to the Code of Conduct's principles in relation to NOKITE. The FRANKE Code of Conduct and any amendments are published on our website: https://www.franke.com/ca/en/group/company/compliance.html.The Customer shall adequately inform its officers, directors and key employees about the FRANKE Code of Conduct and impose the obligation to comply with its principles.

18. Miscellaneous
18.1. Should any provisions of these GTC be legally ineffective or invalid, the validity and effectiveness of the remaining provisions shall remain unaffected. In such cases, the invalid provision shall be modified or supplemented in such a way that the intended economic purpose of the provision is achieved as far as possible.
18.2. The Customer acknowledges that NOKITE is entitled to retrace or recall equipment or take other corrective actions to the products. The Customer will actively support NOKITE when this need arises.
18.3. Force majeure, labor disputes, civil disorder, governmental actions, epidemic, pandemic and other unforeseeable and unavoidable events of major significance release the contracting parties from their performance obligations for the duration of the disturbance to the extent of the impact thereof. The same applies if these events take place when performance by the contracting party affected is already overdue. The contracting parties are required to provide the information reasonably necessary without delay and to adjust their mutual obligations to the altered circumstances in accordance with the principle of good faith dealing.

19. Applicable law and jurisdiction
19.1. The laws of the People’s Republic of China shall apply. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. The Parties shall first resolve any unfinished matters or conflicts arising during the implementation of the Agreement through friendly negotiation. Any dispute, controversy or claim arising out of or in connection with the GTC, including any question regarding its existence, validity, interpretation, performance, breach or termination, that cannot be resolved through negotiation shall be referred to the competent Court where NOKITE is located.