General Terms and Conditions of Sale for Helaina Inc.

General Applicability

These General Terms and Conditions of Sale ("Terms") govern the offering, sale and delivery of all goods and/or services (hereinafter jointly referred to as the “Product(s)”) from Helaina Inc. (“Seller”) to a customer (“Buyer”) and apply to all transactions between Seller and Buyer.

By ordering, accepting delivery of, paying for, or using any Products from Seller, Buyer agrees to be legally bound by these Terms. These Terms shall apply to all sales by Seller. Buyer’s acceptance of these Terms is a condition to sale. If Buyer objects to any term herein, it must notify Seller in writing prior to accepting delivery.

All orders remain subject to acceptance in writing by Seller or as evidenced by Seller's fulfillment of the order. These Terms prevail over any of Buyer's general terms and conditions (e.g., purchase order terms), which are expressly rejected by Seller, regardless of when Buyer submits them. No provision of any purchase order or any other document exchanged by the parties shall alter or add to any of the terms of this agreement unless both parties expressly consent to such additional or replacement terms or conditions in writing.

Payment

Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer. If no payment terms are stated, payment shall be net thirty (30) days from the date of invoice. Overdue amounts will incur a late payment fee, typically 1.5% per month (18% per annum) or the highest rate permissible by law, together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. All payments shall be made in U.S. Dollars.

In case of non-payment or if Buyer's financial worthiness becomes unsatisfactory, Seller may suspend future deliveries, require advance payments, or demand return of unpaid Products.

Buyer is responsible for all applicable sales, use, consumption, VAT, excise, duties, or other taxes related to the Products, except for Seller's income taxes.

Buyer shall not have any right to withhold payment or offset amounts owed to Seller against any amounts Seller may owe to Buyer, or due to third-party claims, unless explicitly agreed for uncontested and enforceable counterclaims.

Any new or increase of any other governmental charge that increases the cost to Seller in producing or selling the Products may, at Seller's option, be added to the Product prices.

Delivery and Risk of Loss

Delivery shall be made in accordance with Incoterms (latest edition), typically Ex Works Seller’s facility or upon delivery to the carrier at Seller's shipping location. Specific Incoterms (latest edition) may be stated in the Order Confirmation.

Transportation may be booked by Seller with Seller’s nominated carrier under freight collect or freight prepay and add terms.

Risk of loss shall pass in accordance with the applicable Incoterm; however, title shall not pass to Buyer until Seller has received full payment.

Buyer is obliged to take possession of ordered products on confirmed delivery dates. If Buyer fails to take possession (except for defective products), the products are deemed delivered, risk passes to Buyer, and Seller is entitled to store products at Buyer's sole expense and risk. Such storage does not suspend Buyer's payment obligation.Product Inspection and Claims

Buyer must immediately inspect and examine delivered Products upon receipt. Apparent defects (e.g., transport damages, quantity issues) must be promptly notified to Seller in writing with reasons for rejection within 3 days. Latent defects must be notified in writing within the earlier time of either i) 7 calendar days following discovery or ii) within 30 days after delivery. Failure to make a claim within the specified timeframe results in final acceptance of the Products by Buyer. Payment for products or commingling them with other products constitutes acceptance.

If Products are duly proven non-conforming, Seller's sole and exclusive remedy, at its discretion, is to replace the non-conforming Products or refund the purchase price paid for them unless otherwise required by applicable law.

Seller is generally not liable if Buyer continues to use products after filing a complaint, fails to comply with storage/handling instructions, alters products without consent, or if the defect arises from Buyer's instructions.

Warranties and Limitation of Liability

Seller warrants that Products bearing Seller's brand will conform to Seller's published specifications at the time of delivery.

Seller specifically disclaims all other warranties and conditions, whether expressed or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, and any warranty of non-infringement of intellectual property rights. Products are sold "as is" and "where is".

In no event shall Seller's total, aggregate liability for any claims related to the Products exceed the purchase price received by Seller for the specific Products giving rise to the claim.

Seller shall not be liable for any special, incidental, indirect, consequential, punitive, or liquidated damages, nor for loss of profit, loss of revenue, loss of savings, or damage to third parties. Nothing in these Terms excludes or limits Seller's liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by Seller.

Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to acts of God, fire, flood, explosion, war, terrorism, civil unrest, strikes, labor disturbances, governmental actions, embargos, epidemics/pandemics, material shortages, or transportation issues. Financial distress or inability to make a profit shall not constitute a Force Majeure Event.

Intellectual Property & Confidentiality

All IP rights arising out of or in connection with the Products are the exclusive property of Seller. The sale of Products does not convey any license or rights under Seller's IP.

Buyer must not use, copy, reproduce, reverse engineer, analyze chemical composition, or attempt to determine the source of Seller's IP or Products without Seller's prior written consent except to the extent necessary to comply with applicable laws or regulatory obligations. Buyer assumes all risks of IP infringement by reason of its use of the Products.

Buyer must maintain the confidentiality of all non-public pricing, proprietary terms, and other information (including the Products and Agreement terms) provided by Seller. Disclosure is only allowed on a need-to-know basis or as required by law, with prior notice to Seller.

Compliance with Laws

Buyer and its representatives must comply with all applicable laws and regulations, including but not limited to anti-bribery, anti-corruption, anti-money laundering, human rights, environmental, product safety, health, and data protection.

Buyer warrants that it is not a sanctioned person and will comply with all applicable trade control laws, including export/re-export controls, trade restrictions, and economic sanctions.

Any violation of specified trade control obligations constitutes a material breach, entitling Seller to remedies including termination of the Agreement and a penalty.

Buyer is responsible for familiarizing itself with and keeping informed of hazards involved in handling and use of Products, their proper labeling, storage, and packaging. Buyer must advise its employees, customers, and others of hazards and proper use/storage. Buyer is solely responsible for compliance with laws related to its intended use of Products.

General Provisions

Buyer may not assign any rights or obligations without Seller’s prior written consent. Seller may assign to its affiliates or a successor in interest.

The Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The current version of these terms and conditions can be found at www.myhelaina.com. Seller reserves the right to amend the conditions at any time.