1. DEFINITIONS

Products (i.e., goods) mean any product sold to Customer by Ocean Harvest Technology Limited (OHT)

2. ACCEPTANCE OF ORDERS

Orders for Products shall be subject to acceptance by OHT at its principal place of business. OHTs Receipt of Customer's Purchase Orders provided by or used by Customer is Customer's acceptance of these Standard Terms and Conditions. Changes to a Customer's order for Products shall not be effective unless a variation in writing has been executed by authorized representatives of both parties ("Change Order"). If additional charges are owed to OHT as a result of a Change Order, said additional charges shall be set forth on the Change Order, added to the amount owed OHT and invoiced by OHT to Customer.

3. PRICES AND TAXES

Prices are exclusive of, and Customer is responsible for, all sales, use, ad valorem and like taxes. The price quoted ("Sales Quote") is firm only if an executed Purchase Order is received by OHT within the time specified in the Sales Quote. OHT will invoice Customer for all applicable taxes, unless Customer supplies an appropriate tax exemption certificate in a form satisfactory to OHT within 30 days from the date Customer places an order with OHT. Customer is not responsible for taxes based on the net income of OHT.

4. SHIPPING

Unless expressly stated on the invoice, all Products sold to Customer are done on an ex-works basis. OHT may arrange the shipping for Customer, but OHT will invoice Customer for the costs of shipping from OHT to Customer.

5. TERMS OF PAYMENT

Unless otherwise agreed in writing, all Customers will be invoiced by OHT on the date of shipment of the Products from OHT's facility. Any payment terms granted by OHT to Customer are subject to maintaining credit arrangements satisfactory to OHT. Otherwise, terms are cash in advance of delivery. Interest will be added on delinquent balances. Interest may be charged on past due balances at the lesser of the rate of 1.5% per month or the maximum rate allowed by law. Any payment is to be credited first to the payment of interest then accrued, and then to the reduction of the principal balance of the purchase price.

6. CREDIT REPORT AUTHORISATION

Customer authorises OHT from time to time to obtain business and consumer credit reports on Customer. OHT shall have no obligation to begin or continue to supply product until adequate credit and funding information is provided at any time on written request of OHT. OHT may stop the manufacture or supply of any labour or materials, when it, in its sole discretion, reasonably determines that Customer is in material breach of this Agreement or any other contract with OHT. In such event, OHT shall be entitled to all remedies provided for herein and by applicable law.

7. RISK OF LOSS

Risk of loss shall pass to Customer when Products are placed into the possession of the carrier at OHT's facilities or those of its third-party supplier. Damage to any of the Products in transit, without regard to whether which party paid the shipping charges or whether any third party is designated as consignee thereof, is Customer's, and whose responsibility it will be to file claims with the carrier.

8. SECURITY INTEREST

OHT shall have a purchase money security interest in the Products sold to the Customer, and in the proceeds thereof, until payment is made in full by Customer. At OHT's request, Customer shall reasonably cooperate with OHT to execute all documents and financing statements necessary to permit OHT to perfect such security interest.

9. TITLE

OHT retains any transferable title to the Products until Customer has performed all the obligations due and owing to OHT under the agreement between the parties and until the purchase price of the Products has been fully paid. Notwithstanding the foregoing, the sale of Products by OHT does not convey any ownership or title to Customer beyond that issued to Customer.

10. RELATIONSHIP BETWEEN THE PARTIES

OHT is a vendor with respect to Products, and nothing herein shall be construed to create a partnership, joint venture, agency, franchise, nor employee relationship. Neither Customer nor any of its agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of OHT.

11. INSPECTION AND ACCEPTANCE

Acceptance of Products must be completed within fourteen (14) days of delivery of Products to Customer. In case any Product is defective or otherwise not in conformity with the specified requirements of the order, Customer shall notify OHT in writing of non-acceptance of the Products. Upon written notice of non-acceptance of Products, OHT shall promptly replace, or at its option, cancel the order,

12. CANCELLATION, RESTOCKING AND RESCHEDULE CHARGES

In the event Customer (a) cancels all or part of any order for Products or, (b) fails to meet any material obligation due or owing to OHT, including failure or refusal to make timely payments, causing OHT to cancel or reschedule any order or portion thereof, (c) requests a rescheduling and the request is accepted by OHT, or (d) requires a configuration change causing the rescheduling of delivery of Products, Customer understands that OHT may incur costs , including cancellation, restocking and/or rescheduling charges. Customer agrees to pay OHT's invoice for recovery of all reasonable costs associated with the cancellation or rescheduling of the Order in addition to other amounts that may be due and owing to OHT.

13. LIMITATION OF LIABILITY

14. DEFAULT AND REMEDIES

Customer shall be in default on the occurrence of any of the following events or conditions: (a) Failure of Customer to make payment for the Products, in accordance with these Terms and Conditions: (b) Customer's breach of any obligation, covenant, or liability herein or under any Order: (c) Customer was false in a material respect when made or furnished: and (d) dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any of Customer's assets, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law by or against Customer or any guarantor or surety for the Customer. On the occurrence of any event of default, and at any later time, OHT may declare all obligations under its agreement with Customer due and payable immediately and may proceed to enforce payment and exercise any and all of the rights and remedies provided either at law or in equity possessed by OHT. Customer may be required by OHT to make the Products available to OHT at any place to be designated by OHT. OHT will give the Customer reasonable notice of the time and place of any public sale of the Products. The requirements of reasonable notice shall be met if the notice is mailed, postage prepaid, to the address of Customer, as hereinafter set forth, at least ten (10) business days before the time of the sale or disposition. The Customer will keep the Products separate and identifiable and at the address on the face of this document, or subsequent purchase order, and will not remove the Products from that address without OHT's written consent until payment is made in full by Customer.

15. EXPORT AND IMPORT LAWS

All Products created or delivered under the agreement with Customer may be subject to export or import regulations in other countries, regardless of any disclosure by Customer to OHT of the ultimate destination, Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to Customer.

16. FORCE MAJEURE

A party is not liable under the Agreement for non-performance to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, pandemic, epidemic, labour disruption, regulatory or legislative intervention or other similar causes beyond its control and anticipation or foreseeability. In any such event, a party will be excused from the performance of such obligation affected by such event for so long as such circumstances prevail, provided that a party uses and continues to use commercially reasonable efforts to utilize alternative resources to recommence and/or maintain performance without further delay. This provision does not relieve either party of its obligation to make payments then owing.

17. INDEMNIFICATION

Except as may otherwise be limited by agreement between the parties, Customer shall indemnify, defend and hold harmless OHT and its affiliates, agents, employees, officers, directors, shareholders, members, managers and contractors from any claims, losses, liabilities, expenses, costs, suites or damages, including reasonable legal fees and court costs, arising out of the Customer's breach of any agreement between the parties and from all liability for loss, fees, damage, or injury to persons or property resulting from the negligence or misconduct of Customer, its employees and contractors provided that any such claim is attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property . OHT shall indemnify, defend and hold Customer harmless from all liability for loss, fees, damage or injury to persons or property resulting from the negligence or misconduct of OHT, its employees and contractors provided that any such claim is attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property. Any party requesting indemnification shall promptly notify the other party of circumstances giving rise to such obligation, tender to the indemnifying party the defence thereof, and cooperate reasonably therein.

18. ENTIRE AGREEMENT

These Terms and Conditions together with the Order constitute the entire agreement between the parties with respect to the Products set forth in the Order, and supersede all prior proposals, negotiations and communications, oral or written, between the parties with respect to the subject matter and no deviation from the provisions shall be binding unless in writing and signed by the party to be charged. In the event of any conflict between these Terms and Conditions and the Order, the Terms and Conditions shall take precedence. OHT does not recognize any Customer terms and conditions of purchase and sale whether on a purchase order on a Customer portal or website or in any other document, and all such Customer terms and conditions shall be null and void.

19. GOVERNING LAW

These Terms and Conditions will be governed by the laws of the Republic of Ireland, without regard to any conflicts of laws rules. Any suit hereunder shall be brought only in Irish or UK courts with jurisdiction over OHT.

20. WAIVER

Any express waiver or failure to exercise promptly any right under the Agreement will not create a continuing waiver or any expectation of non-enforcement.

21. PARTIAL INVALIDITY

If any provision in the agreement between the parties is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

22. SURVIVING OBLIGATIONS AND LIMITATIONS

Neither the termination nor expiration of any of the agreements between the parties shall release either party from the obligation to pay any monies that may be owing to the other party or operate to discharge any liability that had been incurred by either party prior to any such termination or expiration.

23. NOTICES

All notices required or permitted under these Terms and Conditions between the parties shall be in writing and shall be deemed to have been given upon personal delivery or upon deposit in the mail, first-class, with postage prepaid. The addresses of the parties (until written notice of change shall have been given) shall be as follows:

24. LEGAL FEES

If any action is necessary to enforce or interpret the terms of the agreement between the parties, whether at law or in equity, the prevailing party shall be entitled to reasonable solicitors' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire agreement between the parties.

25. ASSIGNMENT

Neither these Terms and Conditions nor any rights or benefits hereunder are assignable by Customer without the prior consent of OHT. Any such prohibited assignment shall be null and void.

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