Yunnan LiHua Jiteji Import and Export Trading Co., Ltd., a company organized under the laws of the People’s Republic of China (hereinafter the “Seller”), hereby offers to any interested business customer (legal entity or business person, hereinafter the “Buyer”) this public agreement for the wholesale purchase and sale of fresh-cut flowers and floral supplies (the “Goods”) under the terms and conditions below. This document constitutes a public offer of the Seller to sell Goods to Buyers in accordance with the terms herein. By placing an order or otherwise communicating acceptance, the Buyer fully and unconditionally accepts this Offer, and a binding Contract of Sale shall be deemed concluded between the Seller and the Buyer under the following terms.

1. Subject of the Contract

The Seller agrees to sell and deliver, and the Buyer agrees to purchase and accept, the Goods (fresh flowers and floristry products) in bulk quantities for business/commercial use, according to the specifications, quantities and prices confirmed in each individual order. Each accepted order shall be deemed an integral part of this Contract, incorporating these general terms. Title to the Goods is transferred to Buyer upon full payment and delivery as provided below. The Buyer confirms that it is not a “consumer” and that it is entering into this Contract for business purposes (B2B wholesale), not for personal, household or family use; therefore, consumer protection laws do not apply to this transaction.

2. Conclusion of Contract (Offer and Acceptance)
This Offer is open and addressed to an indefinite number of potential Buyers (business customers). The Buyer may accept this Offer and conclude a contract with the Seller by any of the following means:

• Website Order: submitting an official order for Goods via the Seller’s website online ordering system;
• Email: sending an order or a written confirmation of purchase to the Seller’s designated email address;
• Messenger/IM: sending an order or explicit written confirmation of purchase through instant messaging services (such as WeChat, WhatsApp, Telegram) or other agreed communication channels.

By using any of the above methods to order Goods, the Buyer is deemed to have accepted this Offer on the terms herein. The Contract of Sale is considered concluded at the moment the Buyer’s acceptance (order or purchase confirmation) is received by the Seller. No further signature or written agreement is required for the Contract to be valid. The Seller will typically acknowledge receipt of the order by sending an order confirmation or proforma invoice to the Buyer via email or the same channel used by the Buyer. Such confirmation will include key details (ordered items, prices, payment amount, expected delivery date, etc.) for the Buyer’s reference. If the Seller is unable to fulfill the order (for example, due to stock unavailability or regulatory restrictions), the Seller will notify the Buyer as soon as feasible. In such case, the Seller may propose an alternative (such as substitute Goods, adjusted delivery schedule, etc.), or either party may consider the order (contract) canceled, with any payment refunded to the Buyer. The Parties acknowledge that communication by electronic means (website forms, email, messenger) shall be considered valid and legally binding for the purpose of contract formation, and shall satisfy any applicable legal requirements for written form or signed consent.

3. Price and Payment Terms

The price of the Goods for each order shall be as specified by the Seller (in the Seller’s price list, website listing or specific quotation/invoice) and confirmed in the order acceptance. Prices are generally quoted net of any taxes, duties or bank charges, unless otherwise stated. The currency of payment may be multi-currency, i.e. the price can be denominated and paid in Chinese Yuan (CNY), Russian Rubles (RUB), US Dollars (USD), or Euros (EUR), as agreed between the Parties. The Seller will indicate the currency for each transaction in the invoice or order confirmation, based on the Buyer’s preference or the prevailing trade practice for the destination. In absence of a specific agreement, USD shall be the default currency for international transactions and CNY for domestic Chinese transactions. The Buyer shall pay the total invoice amount by wire transfer or other agreed non-cash payment method to the bank account designated by the Seller. Unless otherwise agreed in writing, payment shall be made in advance (100% prepayment) prior to shipment of the Goods. The Buyer is responsible for any bank transfer fees or currency conversion costs. Payment is considered fulfilled when the invoiced amount in the agreed currency is credited to the Seller’s account in full. If the Parties agree to any deferred payment, installment plan, or letter of credit, such terms must be documented separately and may be subject to additional conditions. In case of late payment by the Buyer, the Seller is entitled to suspend further deliveries until payment is received, and to charge late payment interest and/or penalties as permitted by applicable law or as stipulated in the invoice (for example, interest at 0.05% per day on overdue sums, or a fixed late fee). The Buyer has no right to set-off any counterclaims against the payment due, except with prior written consent of the Seller.

4. Delivery Terms

Delivery of Goods shall be carried out in accordance with the terms agreed for each order, which will specify the delivery method, destination, and expected dispatch or arrival date. The Seller will arrange the packaging of Goods suitable for transport and will mark and ship the Goods as per the Parties’ agreement. The Parties may use International Commercial Terms (Incoterms® 2020) to define the delivery conditions and the point of transfer of risk and costs. In the absence of a specific Incoterm or delivery clause in the order, the default delivery term shall be Ex Works (EXW) Seller’s warehouse: the Buyer shall collect the Goods from the Seller’s facility, and title and risk pass to Buyer at the time the Seller makes the Goods available for pickup. If another term is agreed (for example, FOB, CFR, DAP, etc.), the respective Incoterm definition will apply. The Seller shall use reasonable efforts to dispatch the Goods by the estimated shipment date; however, all delivery dates are approximate and not of the essence, unless expressly agreed in writing as “fixed” or “guaranteed” delivery dates. The Seller is not liable for delays in delivery caused by events or circumstances beyond its reasonable control (including delays by carriers, customs clearance delays, export/import restrictions, etc.). In case of a significant delay, the Seller will inform the Buyer and attempt to mitigate the delay or agree on a revised schedule. Partial deliveries are allowed unless otherwise explicitly agreed: the Seller may deliver the Goods in installments, and each installment may be invoiced and shall be paid for separately by the Buyer. Delay in delivery of any installment shall not relieve the Buyer of its obligation to accept remaining deliveries.

Transfer of Risk and Title: Risk of loss or damage to the Goods passes from Seller to Buyer at the moment of delivery as defined by the agreed Incoterm or delivery arrangement. For example, under EXW or FOB terms, risk passes when the Seller hands over the Goods to the Buyer’s carrier at the Seller’s premises; under DAP (Delivered at Place), risk passes when the Goods are placed at Buyer’s disposal at the named destination. Title to the Goods shall pass to the Buyer upon receipt by the Seller of full payment of the price for the Goods, unless a different retention-of-title clause is mandated by applicable law or agreed by the Parties. Until title passes, the Buyer shall handle the Goods with due care and not encumber or resell them (except as part of Buyer’s ordinary course of business, in which case Buyer undertakes to pay the Seller from the proceeds). The Buyer is responsible for obtaining any import licenses, permits, or customs clearances necessary for the delivery of the Goods into the country of destination (unless otherwise agreed that Seller will handle import formalities under a specific delivery term). Any additional costs or taxes (e.g. import duties, VAT) arising from importation shall be borne by the Buyer, unless otherwise agreed.

5. Inspection and Claims

The Buyer shall inspect the Goods immediately upon receipt at the destination. The Buyer must verify the quantity of packages and apparent condition of the Goods in the presence of the carrier (if applicable). If the Goods are delivered in a damaged condition or if there is any shortage or discrepancy, the Buyer shall note the issue on the transport documents (e.g. airway bill or delivery note) and notify the Seller in writing (email or courier) within 24 hours of receipt of the Goods. In any case, any claims related to quantity or obvious damage/defect must be submitted to the Seller no later than 3 (three) calendar days after delivery. The claim notice must include relevant details and evidence (e.g. descriptions of defects, photographs, batch numbers, and quantity affected). The Buyer shall keep the Goods and packaging available for inspection by the Seller or an independent surveyor, if requested. Failure to give notice of any claim within the specified period shall constitute unconditional acceptance of the Goods by the Buyer and a waiver of any rights to reject the Goods for non-conformity or apparent defects.

Upon timely receipt of a proper claim from Buyer, the Seller will investigate the claim in good faith and respond as soon as practicable. If the Goods (or any part thereof) are found not to conform to the Contract (e.g. due to damage or quality defects attributable to the Seller), the Seller shall, at its option, either: (a) replace the non-conforming Goods with conforming Goods at no extra charge (shipping costs borne by Seller); (b) repair the Goods or provide missing parts (if applicable); or (c) refund or credit the Buyer for the purchase price of the non-conforming Goods (and the Buyer will dispose of or return the Goods as instructed by Seller). These remedies are exclusive and shall be the Buyer’s sole remedy for any breach of warranty or contract regarding the quality or quantity of Goods. Minor deviations in quality, size, or color that are customary in the floral industry or that do not materially affect the usability of the Goods shall not be considered a breach of contract. The Buyer acknowledges that, in wholesale flower shipments, a certain proportion of the Goods (up to 15% of the batch) may suffer minor, non-essential damage or natural deterioration during transit (such as slight wilting, minor bruises on petals, or minimal loss of freshness) which is considered normal and acceptable in the trade. The Buyer agrees to accept the Goods provided such damage or loss does not exceed 15% of the order quantity, and waives any claims or remedies against the Seller in such cases[2]. In other words, if the extent of damaged or substandard items is within 15% of the total Goods delivered, the shipment shall still be deemed in conformity with the Contract, and the Buyer shall not reject the Goods nor claim compensation for that portion. The Seller maintains a Non-Claimable Goods and Conditions List (which may be published on the Seller’s website or provided to Buyer separately) that further specifies the types of Goods, natural conditions, or minor defects that are not eligible for claims or returns. The Buyer is expected to review and understand this policy. Any Goods or situations falling under that list (for example, slight color variations, minor foliage dehydration, naturally varying stem lengths within tolerance, etc.) will not be considered defects and will not give rise to any claim against the Seller.

6. Limitations of Liability

Each Party shall be liable to the other for any direct losses or damages arising out of or in connection with a breach of this Contract, in accordance with applicable law and the terms herein. However, neither Party shall be liable for any indirect, consequential or special damages, including but not limited to loss of profit, loss of business, loss of goodwill or reputation, or loss of anticipated savings, arising out of or related to this Contract, whether in contract, tort or otherwise. The Seller’s total aggregate liability for any and all claims arising under this Contract or concerning the Goods, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount paid by the Buyer to the Seller for the specific Goods giving rise to the claim. The foregoing limitations do not apply to liability for death or personal injury caused by gross negligence or willful misconduct, or other liability that cannot be lawfully excluded or limited. The Buyer agrees to indemnify and hold harmless the Seller from any claims, liabilities, penalties or costs arising out of the Buyer’s use, handling or resale of the Goods, except to the extent caused by the Seller’s breach of contract or negligence. Any claims by third parties resulting from the Goods after delivery (including end consumers or regulatory authorities in Buyer’s country) shall be the sole responsibility of the Buyer, and the Buyer shall not pass on or impute any such liability to the Seller. The Buyer represents and warrants that it is a bona fide business entity purchasing the Goods for lawful commercial purposes, and not as a consumer for personal use. The Buyer further acknowledges that the Goods (being perishable and agricultural in nature) may have natural variations and limited shelf-life, and agrees to store and handle the Goods in accordance with industry best practices upon delivery. The Seller makes no other warranties, express or implied, regarding the Goods, except as explicitly stated in this Contract. Any implied warranties or conditions (including any implied warranty of merchantability or fitness for a particular purpose) are hereby disclaimed to the fullest extent permitted by law.

7. Force Majeure

Neither the Seller nor the Buyer shall be liable for any failure to perform or delay in performing any of its obligations under this Contract (except payment obligations) if such failure or delay is caused by an event of Force Majeure. Force Majeure means any unforeseen and uncontrollable event beyond the reasonable control of the affected Party, which renders performance impossible or impracticable. Such events include, but are not limited to: natural disasters (e.g. earthquakes, floods, hurricanes), fires or explosions, epidemics or pandemics, acts of war, invasion, civil war or unrest, terrorism, governmental restrictions or acts (e.g. embargoes, export/import bans, quarantine regulations, sudden legal changes), labor strikes or lockouts, interruptions of transportation or utilities, or other events commonly deemed force majeure in international trade. The Party claiming Force Majeure shall notify the other Party in writing as soon as possible (and no later than 5 days after becoming aware of the event) providing reasonable details and, if available, evidence of the Force Majeure event and its expected duration. The obligations of the affected Party shall be suspended to the extent and for the period that the Force Majeure event prevents performance. The affected Party shall make all reasonable efforts to mitigate the consequences of non-performance and to resume performance as soon as the Force Majeure event ends. If a Force Majeure event continues for more than 60 (sixty) consecutive days, either Party may terminate (cancel) the affected order or this Contract by giving written notice to the other Party, without liability, provided that no delivery will be terminated if it has already been dispatched. In the event of such termination, both Parties shall settle any outstanding payments for Goods already delivered (or services rendered) prior to the Force Majeure, and neither Party will have any right to claim damages or liabilities resulting solely from the termination due to Force Majeure. The existence of a Force Majeure event shall not excuse the Buyer’s obligation to pay for Goods already delivered, nor the Buyer’s obligation to pay any accrued interest or charges.

8. Governing Law and Dispute Resolution

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with international commercial principles and the applicable substantive law as follows. By default, and to the extent not otherwise agreed, this Contract shall be governed by the UNIDROIT Principles of International Commercial Contracts and, for matters not covered by those Principles, by the laws of England and Wales, without regard to its conflict of law rules. However, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from applying to this Contract[4]. The Parties acknowledge that the CISG is excluded by their agreement, and they elect instead to have their rights and obligations determined under the aforementioned governing law.
Dispute Resolution: Any dispute, controversy or claim arising out of or relating to this Contract, including its existence, validity, interpretation, performance, breach or termination, shall be resolved through friendly negotiations between the Parties as far as possible. If the Parties cannot resolve the dispute amicably within 30 days from the date one Party notifies the other of the existence of a dispute, then the dispute shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC). The arbitration shall be conducted by a single arbitrator (unless the Parties agree to three arbitrators) appointed in accordance with the said Rules. The seat (legal place) of arbitration shall be a neutral venue to be agreed (such as Hong Kong, Singapore, or Geneva); if not agreed, the default seat shall be Hong Kong. The arbitration proceedings shall be conducted in the English language, and the arbitral award shall be final and binding on both Parties. Judgment on the award may be entered by any court of competent jurisdiction. Nothing in this clause shall preclude either Party from seeking interim or conservatory measures (such as an injunction) from a competent court at any time, before or during the arbitration, to safeguard its rights pending the outcome of the arbitration. If both Parties are domiciled in the same country or otherwise agree in writing, they may opt to submit disputes to the competent courts of a specified jurisdiction (for example, the courts of the country of the Defendant’s registration), in which case this arbitration clause will not apply to that dispute. In all cases, the Parties undertake to keep confidential the fact of any dispute and any details of arbitration or litigation, except to the extent necessary to enforce an award or as required by law.

9. Other Provisions

This Offer and Contract is made in the English language, and may be translated into other languages for reference. In the event of any inconsistency or discrepancy between the English version and any other language version of this Offer/Contract, the English text shall prevail for purposes of interpretation and enforcement in all jurisdictions outside of Russia and mainland China. (For clarity: the Russian version of this contract governs in the Russian Federation, the Chinese version governs in the PRC, and this English version governs for all other international transactions or where the Parties choose English as the governing language.) Each provision of this Contract is severable, such that if any provision is held invalid or unenforceable by a competent authority, the remainder of the provisions shall continue in full force and effect. This Contract constitutes the entire agreement between the Seller and Buyer with respect to its subject matter, and supersedes all prior or contemporaneous communications, understandings or agreements (whether oral or written). Any amendments or modifications to this Contract must be made in writing and agreed by both Parties, unless otherwise provided herein. The Seller’s failure to strictly enforce any term of this Contract shall not be construed as a waiver of any right or remedy it has under this Contract. The headings used in this Contract are for convenience only and shall not affect the interpretation of the clauses. The Buyer may not assign or transfer its rights or obligations under this Contract to any third party without the prior written consent of the Seller, except that the Buyer may assign this Contract to an affiliated company with notice to the Seller. The Seller may assign or novate this Contract to a successor entity or affiliate as part of a restructuring or sale of business upon notice to the Buyer. This Offer is valid and effective from the date of its publication on the Seller’s website (or notification to the Buyer) and shall remain open until withdrawn or replaced by the Seller. The Seller reserves the right to amend the terms of this Offer or to withdraw it at any time, at its sole discretion, by updating the terms on its official website or by written notice to the Buyer. Such amendment or withdrawal shall not affect any Contracts already concluded (orders already accepted) before the effective date of the change, unless the Buyer consents to the new terms.

By proceeding to place an order or otherwise communicate acceptance to the Seller, the Buyer confirms that it has read, understood, and agreed to all terms of this Offer. The Buyer should save or print a copy of these terms for its records. If the Buyer requires a signed contract document, the Buyer may request the Seller to execute a separate contract, but until such document is signed by both Parties, this public Offer and the Buyer's acceptance shall constitute a binding contract.