Quality Assurance and Non-Conformity Handling Terms

1. Quality Standard Benchmark

1.1 The Seller warrants that the quality of the delivered vehicle shall be based solely on the written benchmark of the Vehicle Inspection Report (hereinafter referred to as the "Report") jointly confirmed by both parties and provided by the Seller to the Buyer prior to the transaction. This includes but is not limited to key indicators such as vehicle brand/model, Vehicle Identification Number (VIN), initial registration date, indicated mileage, accident/flood/fire records, core component status, road test data, and exterior/interior ratings.

1.2 The Report is issued by a third-party inspection agency cooperating with the Seller, and such agency possesses relevant industry qualifications. Unless otherwise expressly agreed in the contract, the contents of the Report shall be deemed the final agreed standard for the vehicle's quality.

2. Inspection and Notice Period

2.1 After receiving the vehicle, the Buyer shall inspect the vehicle within a reasonable time to determine whether its quality conforms to the standards described in the Report, which shall generally be within 7 calendar days from the date of receipt of the vehicle.

2.2 If the Buyer discovers a material discrepancy between the vehicle and the Report during inspection, the Buyer shall notify the Seller in writing (including but not limited to email) within 3 working days of such discovery, attaching supporting evidence (such as photos, videos, or a local third-party inspection report).

2.3 Failure to notify the Seller within the prescribed period shall be deemed as acceptance that the vehicle's quality conforms to the standards described in the Report, and the Buyer shall forfeit the right to raise any subsequent quality objections regarding such non-conformity. This inspection and notification obligation is a precondition for the Buyer to seek remedies.

3. Remedies

When the vehicle is verified to have a material discrepancy from the Report and such discrepancy constitutes a fundamental breach, the Buyer shall have the right to choose one of the following remedies:

3.1 Replacement Vehicle

The Seller shall, within 30 working days from receipt of the Buyer's notice, deliver a replacement vehicle of a brand, model, year, and condition grade equivalent or superior to those stipulated in the original contract. The replacement vehicle shall also be accompanied by a corresponding inspection report, and the Seller shall bear all additional costs incurred thereby (including but not limited to transport, customs clearance, and inspection fees).

3.2 Return and Refund

The Seller shall, within 30 working days after receiving the Buyer's notice and verifying that the vehicle does indeed materially fail to conform to the Report, refund the full amount of all vehicle payments and related contract fees paid by the Buyer. The Buyer shall cooperate in returning the vehicle to a location designated by the Seller, with return freight borne by the Seller.

4. Price Reduction

If the vehicle quality does not conform to the Report but such non-conformity does not constitute a fundamental breach, the Buyer may demand a price reduction. The reduction amount shall be calculated based on the ratio between the actual value of the delivered vehicle at the time of delivery and the value of a vehicle conforming to the Report. Adoption of a price reduction by the Buyer shall not affect its right to simultaneously claim damages.

5. Conditions and Limitations

5.1 Determination of Material Non-Conformity: If the parties dispute whether a material non-conformity exists, they shall jointly appoint an accredited third-party inspection institution to conduct a re-inspection. The conclusion of such institution shall be final and binding.

5.2 Before exercising the right to replacement or return, the Buyer has the obligation to reasonably preserve the vehicle, ensuring that the vehicle remains in substantially the same condition as when received (normal wear and tear excepted).

5.3 The following circumstances shall not be subject to the replacement or return provisions under this clause:

· The non-conformity of the vehicle arises from improper use by the Buyer, an accident, or failure to maintain the vehicle in accordance with the manufacturer's instructions;

· Modifications or repairs carried out by the Buyer after the expiration of the inspection period directly cause the dispute in question.

6. Governing Law

The interpretation and enforcement of this clause shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). For matters not provided for by the CISG, the laws of the country where the Seller's place of business is located (the People's Republic of China) shall apply. The parties confirm that their respective places of business are in CISG contracting states, and unless otherwise expressly agreed in writing to exclude its application, the CISG shall automatically apply to this contract.

7. Dispute Resolution

Any dispute arising from this clause shall first be resolved through friendly negotiations between the parties. If negotiations fail, either party may submit the dispute to [the dispute resolution institution as agreed in the contract, e.g., China International Economic and Trade Arbitration Commission (CIETAC) or the International Chamber of Commerce (ICC) International Court of Arbitration] for arbitration in accordance with the arbitration rules of that institution in effect at the time of submission. The place of arbitration shall be [the location designated by the Seller]. The arbitral award shall be final and binding on both parties.