Staged Purchase Agreement and Ocean Freight Fulfillment Agreement

(Applicable to Ocean Freight Orders Confirmed by Checkbox Acceptance)

Effective Date: [●]

Version: [●]

Please read this Agreement before placing an order involving staged payment or ocean freight fulfillment. By checking the acceptance box, submitting an order, making any payment, or continuing with a transaction, you agree to this Agreement.

1. Scope and Related Agreements

This Agreement applies to orders placed through B21 that involve staged payment, international sourcing, production, procurement, ocean freight, port handling, customs coordination, local delivery, or other non-standard fulfillment arrangements (“Ocean Freight Orders”).

This Agreement works together with the B21 Purchase Agreement and the Membership Tier and Payment Terms Agreement. If there is any conflict, the more specific order document or special agreement will apply, unless prohibited by law.

2. Payment Schedule

Unless the applicable order page, invoice, order confirmation, or written order document states otherwise, the payment schedule depends on the customer’s membership status at the time of order placement.

VIP Members generally pay:

(1) 50% Order Confirmation Deposit — before B21 begins sourcing, production, procurement, packaging, booking, or other fulfillment work;

(2) 50% Final Balance Before ETD — after the vessel schedule / ETD is confirmed and before the scheduled ETD. B21 is not required to release the goods, arrange export handover, proceed with ocean freight shipment, or continue any further fulfillment step until the full balance has been received and cleared.

If the customer has not been upgraded to Platinum Member, VIP Member payment terms continue to apply.

Platinum Members may apply the following payment schedule for eligible Ocean Freight Orders:

(1) 30% Order Confirmation Payment;

(2) 40% Factory Release Payment;

(3) 30% Destination Port Payment.

B21 is not required to begin or continue the next fulfillment stage until the applicable payment has been received and cleared.

3. Cleared Payment

B21 currently accepts bank transfer payments only. Payment is completed only when funds have been received and cleared in B21’s designated bank account. Payment screenshots, pending transfer records, transfer instructions, or bank processing notices do not count as cleared payment.

The customer is responsible for bank transfer fees, intermediary bank charges, currency conversion fees, and other payment-related costs.

4. Payment-Dependent Fulfillment

Each payment stage is linked to the next fulfillment stage.

If the customer fails to make any required payment on time, B21 may suspend sourcing, production, procurement, packaging, shipping booking, factory release, export handover, ocean freight, customs coordination, port release, local delivery, final delivery, or other related services.

B21 is not responsible for delays, costs, or losses caused by delayed payment, non-payment, refusal, non-response, incorrect information, address change, or failure to cooperate.

5. Estimated Ocean Freight Timeline

The estimated shipping and delivery timeline is generally 40–60 business days. This is an estimate only and is not a guaranteed delivery date.

Actual delivery time may be affected by production or supplier schedules, carrier schedules, port congestion, customs inspection, weather, government action, labor issues, force majeure, customer payment delays, address changes, or incorrect delivery information.

Delays caused by the above factors or other circumstances beyond B21’s reasonable control will not be treated as B21’s breach. To the fullest extent permitted by law, B21 will not be liable for compensation, refund, cancellation, discount, penalty, liquidated damages, or other liability arising from such delay.

6. Port Arrival, No-Reason Return, and Abandonment

If any destination port payment is due under the applicable payment schedule, B21 will notify the customer after the goods arrive at the destination port. Until any required destination port payment has been received and cleared, B21 is not required to continue customs coordination, port release, local transportation, final delivery, or other post-arrival services.

Until the required destination port payment has been received and cleared, B21 is not required to continue customs coordination, port release, local transportation, final delivery, or other post-arrival services.

Once an Ocean Freight Order has entered sourcing, production, procurement, packaging, shipping booking, ocean freight, port arrival, customs coordination, local transportation, or final delivery, the order is generally final. B21 does not accept no-reason cancellation, return, exchange, refund, or return of the full product after fulfillment begins, except where required by law or expressly agreed by B21 in writing.

If the customer refuses delivery, fails to pay, fails to respond, provides incorrect information, changes address, or otherwise prevents fulfillment, B21 may treat the order as refused or abandoned after written notice and a reasonable cure period. B21 may suspend fulfillment, store the goods at the customer’s cost, charge related costs, return, resell, dispose of, or otherwise handle the goods in a commercially reasonable manner, and apply amounts already paid toward incurred costs and losses.

7. Electronic Acceptance and Records

By checking the acceptance box, submitting an order, making payment, or otherwise confirming electronically, the customer confirms that it has read and agreed to this Agreement.

B21 may retain order records, payment records, communication records, shipment records, checkbox records, IP addresses, agreement version records, and other electronic records as evidence.

8. Governing Law and Jurisdiction

This Agreement and any dispute arising out of or relating to this Agreement, any applicable order, payment terms, ocean freight fulfillment, delivery, refusal, abandonment, electronic acceptance, or related transaction documents shall be governed by the laws of the State of New York.

To the extent permitted by law, the state and federal courts located in New York County, New York shall have exclusive jurisdiction. The customer agrees to submit to the personal jurisdiction of such courts.