International Supply Framework Agreement

Parties

This International Supply Framework Agreement (the "Agreement") is entered into and made effective as of the date of the last signature below (the "Effective Date"), by and between the following parties:

BETWEEN:

1. One Step Consulting Limited, A company incorporated under the laws of Hong Kong, with its registered office located at Suite C,Level 7, World Trust Tower,50 Stanley Street,Central Hong Kong, (hereinafter referred to as the "Reseller" or "One Step Consulting Limited"),as “Reseller”

and

2. Supplier /Who has registered on our shop and confirmed this by giving their digital acceptance..A company/entity incorporated under the laws of Supplier's Country, with its registered office / principal place of business located at Supplier's Address (hereinafter referred to as the "Supplier").

The Reseller and the Supplier may collectively be referred to as the "Parties" and individually as a "Party".

§ 1 Scope of Agreement & Governing Law

This Agreement establishes the general terms and conditions for all subsequent individual purchase orders placed by the Reseller with the Supplier for global markets. Any terms and conditions attached to invoices or order confirmations by the Supplier shall not apply unless explicitly agreed to in writing by the Reseller.

This Agreement and all individual purchase orders shall be strictly governed by and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods (CISG).

For all legal matters not covered or resolved by the CISG, the substantive laws of the Hong Kong Special Administrative Region (HKSAR) shall apply exclusively, excluding its conflict of law provisions. All trade terms used shall be interpreted according to Incoterms® 2020.

§ 2 Logistics, Global Customs & DDP Execution

Unless otherwise explicitly agreed upon in an individual purchase order, all deliveries shall be made DDP (Delivered Duty Paid) Incoterms® 2020 to the destination address specified by the Reseller (covering regions including EU, USA, Canada, Russia, India, Latin America, and Asia).

The Supplier explicitly agrees to bear all costs, operational risks, and administrative responsibilities associated with the international transport of goods. This includes export clearance in the country of origin, international freight, cargo insurance, customs handling fees, and full import clearance in the designated destination country.

The Supplier guarantees the prepayment and final settlement of all applicable customs duties, tariffs, and local import taxes (such as Value Added Tax (VAT), Goods and Services Tax (GST), or local Sales Tax) in the destination country before the goods are released to the end-consumer.

Special Regulation for European Union (EU) Low-Value Shipments: The Supplier explicitly acknowledges that the European Union has completely abolished the EUR 150 customs duty exemption limit. Under DDP terms, the Supplier explicitly agrees to bear, absorb, and fully pre-pay all import charges on shipments valued under EUR 150, including but not limited to: - The transitional EUR 3 flat-rate customs duty per item or tariff line group. - Any subsequent EU-wide handling fees, declaration fees, or processing charges introduced by European customs authorities. - The applicable local country Import VAT.

EU Shipments & IOSS: Where the Reseller utilizes an Import One-Stop Shop (IOSS) model through an EU-established Intermediary for shipments under EUR 150 into the European Union, the Supplier must ensure that the Reseller ’s IOSS identification data is transmitted digitally and correctly attached to the physical shipment to prevent double taxation at the EU customs border.

§ 3 Strict European Union (EU) Import Compliance

Technical Conformity & Regulations: The Supplier warrants that all goods intended for the EU market strictly comply with all applicable EU directives and regulations, including but not limited to CE marking, RoHS, REACH, WEEE, and the GPSR (General Product Safety Regulation).

Documentation: The Supplier shall provide valid Declarations of Conformity (DoC), authorized laboratory test reports (e.g., TÜV, SGS), and full technical documentation to the Reseller immediately upon request and without any delay.

EU Authorised Representative (Economic Operator): In compliance with EU Regulation 2019/1020, the Supplier shall ensure that the name, registered trade name/trademark, and complete contact details of the designated EU Authorised Representative are indelibly and correctly printed on the product, its packaging, or the accompanying documentation prior to shipment.

Traceability & Labeling: The Supplier guarantees that all products feature clear traceability elements (such as batch or serial numbers) and required consumer safety warnings in the official languages of the designated EU destination countries.

Supply Chain & Forced Labor Ban: The Supplier warrants that no forced labor, child labor, or prison labor is used anywhere within its manufacturing and supply chains, fully complying with the EU Forced Labor Regulation and global supply chain due diligence laws (e.g., CSDDD / German LkSG).

§ 4 Supplier’s Liability, Indemnification & Product Defects

Full Operational Liability: The Supplier shall be fully liable for the structural, mechanical, chemical, and electronic safety of all products supplied under this Agreement.

Customs Seizures, Destructions, and Fines: If any shipment is seized, delayed, destroyed, or penalized by customs authorities (especially within the European Union) due to non-compliant labeling, lack of valid CE/GPSR documentation, incorrect HS-codes, or counterfeit technical certificates provided by the Supplier, the Supplier shall bear 100% of the financial loss. The Supplier must fully reimburse the Reseller for the initial product costs, wasted shipping fees, and any administrative fines or legal costs imposed on the Reseller .

Product Liability & Third-Party Claims: The Supplier shall defend, indemnify, and hold harmless the Reseller (including its directors, employees, and agents) against any and all third-party claims, lawsuits, damages, losses, liabilities, and legal expenses arising out of: - Product defects causing bodily injury, illness, death, or property damage. - Infringements of third-party Intellectual Property (IP) rights (patents, trademarks, copyrights) in the destination countries.

Remedies for Defects & Warranty: The Supplier waives the defense of late notice of defects under Article 39 CISG. If any products are found to be defective, faulty, or non-compliant within 24 months from the date of delivery to the final end-consumer, the Reseller is entitled to demand, at its sole discretion, either an immediate free replacement delivery, a full refund, or a direct credit note against open or future invoices.

§ 5 Intellectual Property Protection

All intellectual property rights, product designs, molds, trademarks, and brand names provided by the Reseller remain the sole and exclusive property of the Reseller . The Supplier is strictly prohibited from manufacturing, copying, modifying, selling, or distributing the Reseller ’s proprietary products or designs to any third party without explicit prior written consent from the Reseller .

§ 6 Dispute Resolution (Hong Kong Arbitration)

All disputes, controversies, or differences arising out of or in connection with this Agreement shall be settled amicably through good-faith consultations between the Parties.

If an amicable settlement cannot be reached within thirty (30) days, the dispute shall be finally and exclusively settled by binding arbitration in Hong Kong at the Hong Kong International Arbitration Centre (HKIAC) in accordance with the UNCITRAL Arbitration Rules in force. The appointing authority shall be the HKIAC. The place of arbitration shall be Hong Kong. The language of the arbitration shall be English.