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.

依据本协议下列条款和中国有关法律规定，特此向所有有意向的大宗批发购买鲜花及花艺用品的企业或其他商业主体（以下简称“买方”）发出本商品销售合同的要约。买方通过网站下单、电子邮件或即时通讯方式确认订购的行为即视为对本要约全部条款的充分接受，并表明买方同意与卖方签订合同。卖方和买方以下合称为“双方”。

1. 合同标的

卖方根据本合同条款向买方批发供应鲜切花及花店用品等商品（下称“商品”），买方同意按照本合同约定购买该等商品并支付相应价款。每批次商品的具体名称、规格、数量、单价等由买方通过提交订单或采购清单予以确定，并经卖方确认接受后视为双方对此达成一致。双方确认，本合同项下商品交易均用于生产经营或商业用途，不涉及消费者生活消费，因而本合同不适用消费者保护方面的法律规定。

2. 合同的订立方式

买方可以通过以下任一方式接受本要约并订立合同：

• 在线下单： 在卖方官方网站选定商品并提交订单；
• 电子邮件： 向卖方指定的电子邮箱地址发送明确的订购请求或订单确认；
• 即时通讯： 通过即时通讯工具（例如微信、WhatsApp等）向卖方业务联系人发送订购信息或确认购买。

上述任一方式均构成对要约的承诺，一经卖方收到订单或购买确认信息，即视为合同成立。合同成立时间为买方作出承诺之时。卖方在收到买方订单后，会通过电子邮件、传真或即时通讯回复确认订单或发送发票等支付通知。如果因库存不足或其他原因导致卖方无法按订单供货，卖方应及时通知买方协商变更订单或解除合同，并如买方已支付货款则尽快退款。买方通过电子方式作出的承诺和提供的订单信息，与买方盖章签字的书面文件具有同等法律效力。双方同意，这种通过数据电文订立合同的方式符合《中华人民共和国民法典》等法律关于书面形式的要求。

3. 价格与付款方式

每批商品的成交单价和总价以双方确认的订单或卖方出具的发票为准。价格可以以人民币（CNY）、美元（USD）、欧元（EUR）或俄罗斯卢布（RUB）计价和支付，具体货币由双方在订单中协商确认。如未特别约定，价格通常以人民币或美元计价。买方应按照订单或发票上载明的货币和金额通过银行电汇等双方同意的方式付款至卖方指定账户。除非另有约定，买方应在发货前支付100%货款（预付款）。在卖方同意的情况下，买方也可以采用信用期付款或分期付款等方式，但须符合双方另行签署的书面协议条款。买方的付款义务在其款项足额到账卖方指定账户时视为履行完毕。支付过程中产生的银行手续费、汇兑费用等由买方承担（除非双方另有约定）。如买方未按约定的期限付款，卖方有权暂停发货并要求买方支付迟延利息或违约金（按照延迟付款金额每日万分之几计算），具体标准由双方根据中国法律和商业惯例协商确定。

4. 交货与风险转移

每批次商品的交货地点、方式及预计时间以双方确认的订单为准。卖方根据订单在约定期限内备货，并按照买方要求的方式发运商品。若双方约定采用国际贸易术语（Incoterms 2020），则按照所适用的贸易术语确定交货义务和风险转移时间。未作特别约定的情况下，对于中国境内的买方，交货方式通常为卖方在其仓库交货（Ex Works，工厂交货）或发送至买方指定地址的物流交付。商品毁损灭失的风险自商品交付给买方或者买方指定的承运人时起转移给买方；若买方未能按时提货，则自约定提货日期起风险也由买方承担。卖方应按照双方约定的时间交货，若因不可归责于卖方的事由（如物流延误、海关检查等）导致延期，卖方不承担违约责任，但应及时通知买方并采取合理措施减轻影响。部分交货：若订单数量较大或包含不同品类，卖方可分批发货，并就已发部分商品开具相应发票。每一批次商品均视为独立的买卖关系，买方不得以未交齐全部商品为由拒绝接收已交付的部分。买方有义务配合办理提货、清关（如适用）等手续，并确保提供准确的收货地址和联系人信息。

5. 商品验收及索赔

买方在收到商品时应及时对商品的数量、外包装和外观质量进行验收。若发现商品的型号、数量与订单不符，或存在明显损坏、腐烂等质量问题，买方须在收货后24小时内通过书面形式（电子邮件或即时通讯）通知卖方并提出索赔申请。索赔通知应尽可能附上相关证明材料（如产品照片、运输单据等）以便卖方核实。若买方在收货后24小时内未提出任何异议或索赔要求，则视为所交付商品的数量和外观符合合同要求，买方已完全接受该商品。卖方在收到买方的索赔通知后，将尽快进行调查核实，并在合理时间内回复处理意见。如果确认商品存在卖方责任导致的质量或规格问题，卖方将在与买方协商后按照下列方式之一进行处理：换货、补足交货数量、修复瑕疵、给予相应金额的退款或折扣等。

双方同意，对于新鲜花卉产品，在运输过程中出现不超过15%的轻微自然损耗（如花瓣少量机械损伤、少部分花朵因长途运输而轻度枯萎等）属于合理范围，不影响整体批次商品的符合性。买方明知并接受鲜花批发交易中可能存在最多不超过15%的非实质性损坏或损耗，并且对于该范围内的商品损耗不提出索赔要求。换言之，如果损坏或有瑕疵的商品数量不超过该批次总量的15%，则该批次商品应视为符合合同约定，卖方对此不承担违约责任。卖方将向买方提供有关商品质量标准和非可索赔项目的说明或清单（可在卖方网站公示或随货提供）。该说明中列明了某些不属于索赔范围的情形，例如：由于商品的天然特性导致的正常耗损、轻微的颜色偏差或尺寸误差、不影响使用的包装瑕疵等。买方确认已知悉该说明所列内容，并同意不就此类情形提出索赔。若出现重大质量问题（例如超过上述正常损耗范围的腐烂变质），买方应保留涉事商品并妥善保存现场，以便卖方或独立检验机构检验。经卖方确认属于卖方责任的，检验费用由卖方承担；否则由买方承担。

6. 双方责任限制

在本合同履行过程中，如一方未按约定履行义务，应向对方承担违约责任并赔偿由此给对方造成的直接损失。卖方的违约赔偿责任总额以问题商品对应的实际收取货款金额为上限。对任何间接的、后果性的损失，包括但不限于利润损失、业务机会损失、商誉损失等，双方均不承担赔偿责任。买方明确保证其购买本合同项下商品系用于生产经营等商业目的而非个人消费；如因买方将商品用于非商业用途而触发消费者权益保护等法律的，相关责任由买方自行承担。买方应遵守有关进出口检疫、海关监管以及商品使用、安全等方面的法律规定，如因买方原因导致违法或产生损失，卖方不承担责任。任何一方违反本合同项下义务造成对方损失的，应赔偿对方的直接损失。但如果违约是因不可抗力事件所致，则按照本合同第7条的约定处理。

7. 不可抗力

如果由于不可抗力事件（指双方不能预见、不能避免并不能克服的客观事件，包括但不限于自然灾害、疫情、政府管制、战争或其他类似事件）导致任何一方无法履行或延迟履行其在本合同项下的义务，则该方在不可抗力影响范围内可免除相应的违约责任。遭遇不可抗力的一方应在条件允许情况下尽快通知对方，并提供相关证明文件（例如政府部门或商会出具的不可抗力事实性证明）。不可抗力影响持续期间，合同义务的履行将相应延期，并且受影响方无需就延期履行承担违约责任。双方应积极协商寻找合理方案减轻不可抗力所造成的损失。若不可抗力的影响持续超过60天且使合同主要目的无法实现，任何一方均有权书面通知对方解除本合同。合同解除后，双方应通过友好协商决定未履行部分的处理以及结算事宜，且互相免除因不可抗力而直接导致的违约赔偿责任。

8. 适用法律与争议解决

本合同的订立、生效、履行和解释均适用中华人民共和国法律（不包括其涉外冲突规范）。如本合同未尽事宜，依照中国的法律法规和商事惯例予以处理。但双方同意排除《联合国国际货物销售合同公约》（1980年维也纳公约，CISG）的适用，以避免法律冲突。凡因本合同引起的或与本合同有关的任何争议，双方应首先友好协商解决；协商不成的，任何一方均有权向卖方所在地有管辖权的人民法院提起诉讼。经双方协商一致，也可以将争议提交中国国际经济贸易仲裁委员会（CIETAC）根据其仲裁规则进行仲裁，仲裁裁决是终局的并对双方具有约束力。争议处理期间，除双方有争议的事项外，双方应继续履行本合同中未涉争议的部分。

9. 其他条款

本要约合同自在卖方官方网站上公布之日起生效，长期有效。卖方有权根据业务需要对本要约的条款进行修改或补充，并提前在官方网站公告或以其他适当方式通知。修改后的要约条款对公告所示生效日期后发生的交易具有约束力；对于修改前买方已接受的订单，仍适用接受时的原要约条款。除非双方另有书面约定，本合同及其任何修改均采用中文书就。本合同以中文和其他语言文本编制，如不同语言版本之间存在不一致之处，就中国境内交易而言以中文文本为准。除合同另有约定外，任何一方向对方发出的通知应采用书面形式，可以电子邮件、传真、快递等形式发送，通知在发送成功后即视为送达。双方确认使用电子签名、电子契约等合法的电子认证方式签署或接受合同文件的法律效力，与亲笔签名或加盖公章的书面文件具有同等效力。