Terms and Conditions for Yucera USA

General Terms and Conditions of Business

YUCERA HEALTHCARE TECH USA INC

1. General Provisions

All business transactions of YUCERA HEALTHCARE TECH USA INC, 3100 E Cedar ST, Unit 17, Ontario, CA 91761, United States ("Yucera") conducted through or related to the website http://yucera.us/ and its services are based on the following terms and conditions. Any deviating agreements require the written consent of Yucera.

2. Offers

Any offers made by Yucera are non-binding.

3. Prices and Payment Terms

3.1. All prices listed are exclusive of applicable sales tax or value added tax.

3.2. The applicable prices are the prices in force on the day of order.

3.3. Unless otherwise agreed, payments are due within 30 days from the date of invoice.

3.4. If the Purchaser fails to pay invoices when they become due, fails to pay within an agreed grace period, or if the Purchaser's financial situation deteriorates after conclusion of the contract, or if Yucera receives unfavorable information about the Purchaser after conclusion of the contract that casts doubt on the Purchaser's ability to pay or its creditworthiness, Yucera may demand payment of the Purchaser's entire outstanding debt; or, in deviation from existing agreements, advance payment or collateral securities; or immediate payment of all outstanding claims due between the parties.

3.5. The Purchaser may only retain or reduce payments based on complaints, disputes or counterclaims if these are uncontested or upheld by a court of law. Counterclaims by the Purchaser may only be offset by separate written agreement, or if the counterclaim is uncontested or has been upheld by a court of law; this does not apply to counterclaims for defects which arise from the same contractual relationship as the claim.

4. Reservation of Title and Securities

4.1. Yucera retains title to the goods delivered until all current and future claims arising from the business relationship between the Purchaser and Yucera have been paid.

4.2. The Purchaser is permitted to sell the goods within the course of its ordinary business transactions. Yucera may revoke this authorization for ordinary sale at any time if the Purchaser is in arrears with its payment obligations to Yucera.

4.3. If the Purchaser resells goods to which Yucera has reserved title, the Purchaser hereby irrevocably assigns to Yucera the claims arising from the resale, including all ancillary rights, in order to secure Yucera’s claims. As an authorized agent of Yucera, the Purchaser has the right to collect the assigned claims until this right is revoked. If the right is revoked, the Purchaser must give Yucera the required information about the claims and the debtor(s) (third-party purchaser(s)). Yucera may then either notify the debtors (third-party purchasers) itself or ask the Purchaser to notify them and provide evidence of the notification. The assignment expires when the Purchaser pays to Yucera the price of the delivered goods, including all ancillary claims, as well as all claims arising from the ongoing business relationship with Yucera. The Purchaser must notify Yucera immediately if third parties wish to register or assert a right to its goods, e.g. by attachment.

4.4. The Purchaser shall insure the goods to which Yucera has reserved title at its own expense against the risks of loss, damage and deterioration, in particular by fire, natural hazards and theft, and provide evidence of the insurance cover to Yucera upon request.

The Purchaser hereby irrevocably assigns its insurance claims against the insurance provider to Yucera.

4.5. If the value of the securities to which Yucera is entitled exceeds the claims to be secured against the Purchaser by more than 10%, Yucera shall select securities of equivalent value to be released upon request.

5. Further Rights if the Purchaser is in Payment Arrears

If the Purchaser is in payment arrears, Yucera reserves the right to cancel orders or remaining orders without compensation after a reasonable notice period. While the Purchaser is in arrears with a payment arising from the business relationship with Yucera, all of Yucera’s obligations relating to accepted orders shall be suspended. Yucera may also withdraw from the contract if the Purchaser has provided false information without which Yucera would not have entered into the contract or if a substantial deterioration of the Purchaser's financial situation has occurred after conclusion of the contract, unless the Purchaser immediately provides security for Yucera's claims.

6. Transfer of Risk, Transport Damage, Availability of Goods

Yucera delivers according to appropriate Incoterms (e.g., EXW or FOB Ontario, CA, unless otherwise specified). Upon receipt, the Purchaser shall inspect the goods for transport damage, inform the carrier and Yucera immediately of any transport damage. If the goods are not available and this is attributable to Yucera, Yucera can withdraw from the contract. In this case, Yucera shall immediately inform the Purchaser of the unavailability and shall immediately refund any consideration provided. Yucera is entitled to make partial deliveries if reasonable.

7. Notice of Defects, Claims for Defects

Yucera’s liability for defects in the goods it delivers is as follows, excluding further claims:

7.1. The Purchaser must notify Yucera of defects in writing without delay. Obvious defects must be notified within a reasonable time after receipt of the goods, hidden defects within a reasonable time after they have become apparent.

7.2. The Purchaser shall have no claim for defects in cases of minor deviation from the agreed quality, minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain, or unsuitable use.

7.3. Yucera is not liable for defects that are not notified in a timely manner or for damage caused by improper use or failure to observe instructions.

7.4. Yucera shall, at its option, either repair defective goods or deliver replacements. If this fails, the Purchaser may demand a reduction of the purchase price or cancellation of the purchase, or compensation within the limitations of clause 10.

8. Delivery Times

Delivery times are approximate unless expressly agreed as binding. Delays due to force majeure, supply issues, or other impediments beyond Yucera's control release Yucera from delivery obligations. In the event of delays, the Purchaser may withdraw only after a reasonable grace period.

9. Export Control Regulations

The Purchaser must comply with all applicable U.S. and international export control laws and regulations. If required, the Purchaser shall provide end-user information and cooperate with any necessary export licenses. If performance is obstructed by applicable laws, embargoes, or sanctions, the Purchaser cannot make claims against Yucera.

10. Liability

Yucera's liability for slight negligence is limited. Liability is excluded except for breach of material obligations, intentional or gross negligence, or as required by applicable law (e.g., product liability). In cases of liability, damages are limited to foreseeable, typical damages.

11. Limitation Period

Claims for defects expire after one year from delivery, unless otherwise required by law.

12. Governing Law and Jurisdiction

12.1. These terms shall be governed by the laws of the State of California, United States, without regard to conflict of laws principles. The place of jurisdiction is Ontario, California, or as otherwise determined by applicable law.

12.2. If any provision is invalid, the remainder shall remain effective. Invalid provisions shall be replaced by applicable law.

Version: December 2025

This adapted terms and conditions document is based on a standard template, customized with Yucera USA's company details and adjusted for U.S. context where appropriate. It is provided for reference only and should be reviewed and approved by qualified legal professionals to ensure full compliance with applicable laws (including UCC, CCPA, and federal regulations) before use on your website or in business transactions.