Document Title: General Terms and Conditions for R&D and Sale

Reference Number: HYD-GTC.00.2925

Authorized By: HydITEx Corporation Executive Management & Financial Department

Effective Date: May 2025

Status: [ACTIVE / BINDING]

 Article 1. General Provisions

1. The agreement shall come into absolute force upon the integration of these General Terms and Conditions with the formal confirmation of order, signed by both the Principal and HYDITEX CORPORATION.

2. These operational terms shall universally apply to any and all offers, technical quotations, and commercial agreements between HYDITEX CORPORATION and a Principal, unless the parties explicitly execute a written deviation from these protocols.

3. The applicability of any external purchasing terms, vendor conditions, or other regulatory documents proposed by the Principal is expressly and unconditionally denied.

Article 2. Execution of Agreements and Quotations

1. Technical quotations engineered by HYDITEX CORPORATION are strictly based on the intelligence supplied by the Principal. The Principal legally warrants that they have timely and truthfully supplied all critical data required for the planning, safety verification, and execution of the order.

2. All quotations and proposals issued by HYDITEX CORPORATION carry zero obligation unless a specific acceptance timeline is explicitly stated within the document. If no acceptance term is defined, no legal rights whatsoever can be derived from the quotation.

3. The binding agreement shall be activated either on the date of physical/digital signature by HYDITEX CORPORATION or on the date HYDITEX CORPORATION dispatches the official written confirmation of the order to the Principal.

4. Unless the specific technical nature or scope of the project dictates a fixed timeline, the agreement is established for an indefinite operational period.

Article 3. Subcontracting and Third-Party Execution

1. HYDITEX CORPORATION reserves the unilateral right, should the complexity of the engineering project require it, to delegate specific operational tasks to certified third parties. HYDITEX CORPORATION shall initiate such protocols only after formal consultation with the Principal.

Article 4. Execution of the Order

1. HYDITEX CORPORATION shall execute its industrial and R&D activities with the uncompromising standard of care expected from a global engineering supplier.

2. Under the force of this agreement, HYDITEX CORPORATION commits to a "best-efforts" operational obligation. Due to the volatile nature of ExTech and applied research, we do not provide absolute guarantees concerning the final outcome of the project unless such metrics are explicitly codified in the contract.

Article 5. Order Modification and Rejection

1. Any structural or technical changes to the order initiated by the Principal that could not have been reasonably foreseen by HYDITEX CORPORATION, and which generate additional engineering work, shall be billed to the Principal at the standard corporate rate. Additional work explicitly includes the mandatory rescheduling of R&D activities caused by the Principal supplying flawed or incomplete technical data. HYDITEX CORPORATION will invoice these overruns via subsequent calculation.

2. The Principal must immediately notify HYDITEX CORPORATION in writing of any requested modifications after the order is confirmed. If modifications are not documented in writing, all operational and financial risks associated with the changes fall exclusively upon the Principal.

3. Modifications introduced into an active project pipeline will likely result in the absolute extension of the originally projected delivery timeline.

Article 6. Principal Cooperation Protocols

1. The Principal is mandated to proactively supply HYDITEX CORPORATION with all relevant technical, operational, and site-specific intelligence required for the flawless execution of the project.

2. If critical operational data is delayed, inaccurate, or withheld, or if the Principal defaults on their intelligence obligations, HYDITEX CORPORATION reserves the immediate right to suspend all execution of the agreement.

3. To maintain project momentum, the Principal must ensure timely access to their internal staff, provided those personnel possess the requisite skills and security clearance for the activities.

4. If formally requested, the Principal shall provide HYDITEX CORPORATION personnel with a secure, private workspace on-site, fully equipped with telecommunications and high-speed data nodes, entirely free of charge.

5. Any financial losses incurred by HYDITEX CORPORATION due to the Principal’s failure to provide adequate staff, verified data, or site facilities shall be invoiced directly to the Principal.

Article 7. Confidentiality and Secrecy

1. Both the Principal and HYDITEX CORPORATION are bound by extreme secrecy regarding all confidential corporate, technical, and financial intelligence acquired during the agreement. Data is classified as confidential if marked as such, or if its industrial nature implies inherent secrecy.

2. If HYDITEX CORPORATION is forced by a binding legal statute or a supreme court order to disclose classified information to a recognized legal authority, and cannot legally invoke non-disclosure privileges, HYDITEX CORPORATION shall bear zero liability for damages, and the Principal forfeits the right to annul the order based on such disclosure.

3. Both parties must enforce the rigorous stipulations of this confidentiality article upon any third parties or subcontractors they engage.

Article 8. Corporate Intellectual Property

1. All advanced models, blueprints, works, and inventions engineered or developed by HYDITEX CORPORATION during the project are, and shall eternally remain, the exclusive property of HYDITEX CORPORATION. This absolute ownership covers all intellectual property rights, including but not limited to copyrights, trade secrets, industrial model rights, and ExTech patents.

2. System designs, reports, software architectures, and advisory protocols issued by HYDITEX CORPORATION to the Principal may be multiplied and utilized strictly for internal operations within the Principal's organization. Under no circumstances may these proprietary documents be made public, commercially exploited, or distributed to third parties unless explicitly authorized. For exhaustive guidelines on our IP protection, consult the "Intellectual Property" section on our Website:

Article 9. Financial Rates

1. If macro-economic rate-determining factors (e.g., industrial wages, raw material pricing) fluctuate after the agreement is active but prior to completion, HYDITEX CORPORATION retains the authority to proportionally adjust the agreed rate.

2. The Principal reserves the right to annul the order only if this specific rate increase exceeds 10%. However, if the increase is driven by mandatory statutory laws or government levies, the Principal is denied the right of annulment.

3. HYDITEX CORPORATION fees strictly exclude: our operational expenses, third-party subcontractor invoices, VAT, and any sovereign government levies or taxes.

Article 10. Terms of Payment and Default

1. All financial settlements must be executed within fourteen (14) days from the invoice date via the protocols indicated by HYDITEX CORPORATION, denominated strictly in Australian Dollars (AUD), unless otherwise contracted. Filing an objection against an invoice does not suspend the Principal’s legal obligation to pay.

2. Detailed banking infrastructure and routing intelligence are provided for the Principal's convenience. The direct link to these secure assets is located at the conclusion of this Article.

3. Failure to settle an invoice within the deadline instantly places the Principal in legal default, triggering mandatory legal interest. Interest will accrue for every month (or partial month) of delay, calculated from the moment of default until the total debt is liquidated.

4. In the event of the Principal’s bankruptcy, liquidation, asset attachment, or suspension of payments, all outstanding financial claims held by HYDITEX CORPORATION become immediately payable in full.

5. Recovered payments will be allocated in the following strict order: first to cover collection costs, second to arrear interest, and finally to the principal debt and accrued interest.

6. HYDITEX CORPORATION reserves the right to reject any payment if the Principal attempts to dictate an alternative allocation of funds. We may legally refuse a partial payment that fails to cover all accrued interest and collection penalties.

7. The Principal is explicitly denied the right to offset or settle external claims against funds owed to HYDITEX CORPORATION.

8. If the Principal defaults, all reasonable out-of-court collection costs shall be borne entirely by the Principal, calculated according to the stringent standards of Vanuatu collection practices.

9. HYDITEX CORPORATION may demand further financial security at any time. Failure to provide satisfactory security grants us the right to immediately suspend or terminate all agreements without liability, preserving all our legal avenues for redress.

Article 11. Technical Complaints and Investigations

1. Any complaints regarding executed engineering activities or invoice discrepancies must be submitted to HYDITEX CORPORATION in writing within a maximum of two weeks (14 days) following the completion of said activities. Failure to meet this strict deadline renders any claim against HYDITEX CORPORATION permanently void.

2. The lodging of a complaint under paragraph 1 does not suspend or alter the Principal’s mandatory payment obligations.

3. Should a complaint be verified and accepted, the Principal may select between a proportional fee adjustment or the free-of-charge correction/re-execution of the flawed activities. If re-execution is verifiably useless, the Principal is entitled to a pro-rata restitution of the specific fee paid.

Article 12. Time for Performance

1. Any operational deadlines or timeframes agreed upon during the project are strictly estimates and shall never be considered legally final. Should HYDITEX CORPORATION exceed a performance timeline, the Principal is required to formally declare us in default via written notice before any legal action can commence.

Article 13. Annulment and Premature Termination

1. Either party may prematurely terminate the agreement at any time via written notice, observing a commercially reasonable notice period.

2. If the Principal terminates the agreement prematurely, HYDITEX CORPORATION is legally entitled to financial compensation for the resulting operational occupancy loss. This compensation will be calculated using the average monthly invoice amount generated prior to termination, unless the termination was caused by verifiable negligence on the part of HYDITEX CORPORATION. Preliminary R&D results will be conditionally released to the Principal upon settlement of all debts.

3. Should either party enter bankruptcy, request suspension of payments, or cease operations, the opposing party possesses the right to instantly terminate the agreement without observing any notice period.

4. In the event of a premature termination initiated by HYDITEX CORPORATION, the Principal is entitled to basic cooperation regarding the transfer of active protocols to a third party. Any additional costs incurred by HYDITEX CORPORATION during this transfer shall be aggressively invoiced to the Principal.

Article 14. Limitation of Corporate Liability

1. HYDITEX CORPORATION bears zero liability for any damages arising from engineering decisions based on flawed, inaccurate, or incomplete intelligence supplied by the Principal.

2. Should HYDITEX CORPORATION be found legally liable for any damages, our total financial liability is strictly capped at the specific invoice amount connected to the flawed segment of the project.

3. Under all circumstances, the liability of HYDITEX CORPORATION shall absolutely not exceed the maximum payout authorized by our corporate insurer for the specific event.

4. HYDITEX CORPORATION accepts liability exclusively for direct, verifiable damages.

5. "Direct damages" are strictly defined as: reasonable costs incurred to establish the cause and scope of the damage; costs required to bring a faulty HYDITEX CORPORATION performance in line with the contract; and costs incurred to prevent or limit the damage, provided the Principal can prove these actions actively reduced the direct damages.

6. HYDITEX CORPORATION shall never be liable for any indirect damages, including but not limited to: consequential loss, loss of profit, missed savings, or damages caused by the stagnation of industrial operations.

Article 15. Indemnification Against Third Parties

1. The Principal unconditionally indemnifies HYDITEX CORPORATION against all possible claims from third parties who suffer losses related to the execution of this agreement, provided the root cause cannot be legally attributed to HYDITEX CORPORATION.

2. The Principal is legally bound to support HYDITEX CORPORATION, both inside and outside of court, should we be targeted under the first paragraph of this article, and must take all immediate defensive actions. If the Principal fails to mount an adequate defense, HYDITEX CORPORATION reserves the right to execute defensive protocols independently without prior notice. All resulting legal costs and damages shall be entirely at the risk and expense of the Principal.

Article 16. Strict Time Limits

1. In direct deviation from standard statutory time limits, the absolute legal time limit for filing any claims or defenses against HYDITEX CORPORATION shall be exactly one (1) year from the date of the incident.

Article 17. Contract Transfer Protocols

1. The Principal is strictly forbidden from transferring any obligations of this agreement to a third party without the formally executed written consent of HYDITEX CORPORATION. Even if written permission is granted, the Principal remains fully and jointly liable alongside the third party for all contractual obligations.

2. Should consent for a transfer be granted, the Principal must notify HYDITEX CORPORATION in advance. We reserve the unilateral right to terminate the agreement on the date the transfer activates, without being held liable for any resulting damages.

Article 18. Governing Law and Sovereign Jurisdiction

1. This agreement and all related corporate interactions shall be strictly governed by the sovereign laws of the Republic of Vanuatu.

2. Any and all disputes arising from this agreement or its execution shall be submitted exclusively to the competent court in the jurisdiction where HYDITEX CORPORATION maintains its primary legal residency.