Supplier Master Agreement

Effective Date: June 1, 2026 · Version 1.1 · Governing the relationship between Shelet (Israel) and its approved sign manufacturers

This Master Agreement ("Agreement") is entered into between Shelet, a registered business (Osek Murshe) in the State of Israel — owned by Lea Sayag, Business Reg. No. 056415821 — having its principal place of business in Israel ("Buyer"), and the supplier identified in the executed signature page ("Supplier"). This Agreement governs every Purchase Order issued by Buyer to Supplier, regardless of the channel through which it is communicated (WhatsApp, email, web portal, or otherwise).

1. Definitions

"Product" — any sign manufactured by Supplier pursuant to a Purchase Order, including LED channel letters, LED neon signs, light boxes, and vinyl plates.
"Purchase Order" ("PO") — Buyer's written instruction to Supplier to manufacture and deliver a specific Product, including the mockup, specifications, and delivery address.
"Mockup" — the visual rendering approved by Buyer's end customer that defines the appearance of the final Product.
"PSI" — Pre-Shipment Inspection by an independent third party (QIMA, SGS, Bureau Veritas, or equivalent).
"Incoterms 2020" — the latest version of the Incoterms rules published by the International Chamber of Commerce.

2. Manufacturing Standards

2.1 Specifications

Supplier shall manufacture each Product strictly in accordance with the approved Mockup and the following mandatory specifications:

LED drivers: Mean Well or Philips only. Generic low-grade drivers are strictly prohibited.
IP rating: Minimum IP65 for outdoor signs, IP44 for indoor.
Color temperature: 4000K (neutral white) by default, unless otherwise specified.
Power input: AC 220V / 50Hz (Israeli electrical standard).
Aging test: Minimum 24 hours of continuous operation prior to shipment.
Hebrew label: Each Product must include a permanent label in Hebrew with product name, manufacturer, country of origin, and Israeli safety warnings (provided by Buyer).

2.2 Quality Control

Supplier represents that it operates a documented 15-stage quality control process. Buyer reserves the right to commission a PSI on any PO; if requested, Supplier must:

Provide reasonable access to the production facility.
Hold shipment until PSI approval is documented in writing.
Bear the cost of any re-inspection caused by a failed initial inspection.

2.3 Photographic Evidence (Mandatory)

For every Product, Supplier shall provide the following before any shipment leaves the facility, uploaded to the Shelet Supplier Portal:

Photo: front view, neutral lighting, full Product.
Photo: back view showing wiring and driver assembly.
Video: 30-second clip of the Product fully illuminated.
Photo: close-up of the LED driver showing brand and model.
Photo: packaging assembled, with weight tag visible.
Photo: order code label on the Product itself.

Failure to provide photographic evidence shall constitute material breach, entitling Buyer to refuse payment of the balance due.

3. Pricing & Payment Terms

3.1 Pricing

Prices shall be quoted in USD, FOB origin, unless otherwise agreed. Quoted prices are firm for 30 days from the date of quotation.

3.2 Payment Schedule

Unless otherwise specified in writing, payment terms for each PO are:

50% deposit before production begins.
50% balance before shipment, upon receipt and approval of the mandatory pre-shipment photos.

Accepted payment methods: bank transfer, PayPal (a 5% processing fee applies to PayPal), or Alibaba Trade Assurance. Any demand for 100% upfront payment is rejected and constitutes grounds for terminating this Agreement without penalty.

3.3 Banking Details

Supplier shall provide verified bank details for the registered legal entity only. Payments to personal accounts or third-party intermediaries are prohibited.

4. Delivery Terms

4.1 Incoterms

All POs are placed on DDP (Delivered Duty Paid) terms per Incoterms 2020. Supplier is responsible for:

Export documentation and clearance at origin.
International air freight, as agreed per PO.
Customs clearance in Israel.
Final delivery to the address specified by Buyer.
Freight insurance covering 110% of declared value.

Import duties and taxes (including Israeli VAT) are included in the Supplier's price under DDP and are paid by the Supplier; nothing further is payable by the Buyer or the end customer on arrival. Where the Buyer uses its own freight forwarder, Supplier shall deliver the goods to that forwarder.

4.2 Lead Times

Default lead times, unless modified per PO:

Production: 12–15 business days from grace-period release notification.
Transit: approximately 5–7 days by air.

4.3 Delay Liquidated Damages

For each business day of delay beyond the agreed delivery date, Supplier shall pay Buyer liquidated damages equal to 1% of the PO value, capped at 15% of the PO value. Such damages shall be deducted automatically from any outstanding balance, or invoiced separately if no balance is due.

This clause does not apply to delays caused by documented Force Majeure events (see Section 11).

5. Warranty

Supplier warrants each Product for the following periods from delivery to the end customer:

Structure: 24 months.
LED components and drivers: 12 months.
Cosmetic finishes: 6 months (excluding normal sun fading).

Within these periods, Supplier shall replace defective components free of charge, including return shipping. Defective Products will be photographically documented by Buyer and shared with Supplier; warranty claims are processed within 7 business days.

6. Intellectual Property

6.1 Customer Designs

All Mockups, business names, logos, and design specifications provided by Buyer are the joint property of Buyer and its end customer. Supplier may use such materials solely for the purpose of manufacturing the specific PO.

6.2 Prohibited Uses

Supplier is strictly prohibited from:

Manufacturing identical or substantially similar designs for any other party.
Listing Buyer's customer designs in catalogs, marketing materials, or trade show samples.
Sharing Mockups, photos, or customer information with third parties.
Contacting Buyer's end customers directly, by any means, for any purpose.

Violation of this Section is a material breach, entitling Buyer to immediate termination and statutory liquidated damages of USD 25,000 per incident, plus actual damages.

7. Confidentiality & Customer Protection

Supplier acknowledges that Buyer's customer list, pricing, and operational details are trade secrets. Supplier shall:

Maintain strict confidentiality of all information received under this Agreement.
Not solicit Buyer's customers during the Agreement and for 3 years thereafter.
Restrict access to PO information to employees who need it to perform the work.
Notify Buyer in writing within 24 hours of any unauthorized access or disclosure.

8. Compliance with Israeli Law

Products delivered to Israel must comply with all applicable Israeli regulations, including:

Israeli Standard SI 60598 (luminaires).
RoHS (Restriction of Hazardous Substances).
Hebrew labeling per the Israeli Consumer Protection Law.
SII (Standards Institution of Israel) approval where required by product category.

Supplier shall provide all certifications, test reports, and documentation requested by Buyer to demonstrate compliance.

9. Returns & Defects

Products found to be defective upon receipt by Buyer or its end customer must be replaced at Supplier's expense, including round-trip shipping. Supplier shall ship replacements within 7 business days of confirmed defect. If replacement is impossible within 30 days, Buyer may demand a full refund of the PO value plus reasonable damages.

10. Termination

10.1 For Cause

Either party may terminate this Agreement immediately for material breach by the other party, including but not limited to:

Repeated failure to meet delivery deadlines.
Quality issues not remedied within 30 days of written notice.
Breach of IP or confidentiality obligations (Sections 6-7).
Insolvency, bankruptcy, or assignment for the benefit of creditors.

10.2 For Convenience

Either party may terminate this Agreement for any reason with 60 days' written notice. Open POs at the time of notice shall be completed under the terms of this Agreement.

11. Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control: natural disasters, war, terrorism, government action, pandemic, port closures, or major utility failures. The affected party must notify the other within 5 business days and provide regular updates.

12. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Singapore, excluding its conflict of laws principles. Any dispute arising under this Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules then in force.

Seat of arbitration: Singapore.
Number of arbitrators: One (1).
Language: English.

Either party may apply to any competent court for injunctive or equitable relief.

13. General Provisions

Entire Agreement: This document, together with each PO, constitutes the entire agreement and supersedes prior communications.
Amendments: Any amendment must be in writing and signed by both parties.
Assignment: Supplier may not assign this Agreement without Buyer's prior written consent.
Severability: If any provision is held unenforceable, the remainder shall continue in full force.
Notices: Notices shall be sent to the addresses in the signature page or as updated in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

______________________________ ______________________________
For Shelet (Osek Murshe — Israel) For Supplier