"Catalogue" means the catalogue (in whatever form, whether in writing or electronic) containing these Conditions;

"Company" means Wellpoint Company (Hong Kong) and its branches or its licensed assignees;

"Conditions" means these terms and conditions;

"Contract" means any contract between the Company and the Customer for the sale and purchase of the Supplies;

"Customer" means any individual, legal entity or other organization whose order to purchase Supplies has been accepted by the Company;

"Goods" means the goods supplied or to be supplied by the Company to the Customer;

"Services" means any services provided or to be provided by the Company to the Customer;

"Supplies" means any Goods or Services;

"In writing" includes electronic communications such as fax, email, etc.

References in these Conditions to any legislation or regulation include any re-enactment, amendment or replacement thereof.

All orders accepted by the Company shall be subject to and governed by these Conditions. These Conditions supersede and exclude any terms or conditions between the Company and the Customer arising during any negotiation or transaction, referred to therein, or contained in the Customer's standard terms and conditions. In the event of any conflict between:

a. the Catalogue and other provisions in these Conditions; or

b. the order and the provisions of these Conditions, these Conditions shall prevail unless the Company agrees otherwise in writing. These Conditions, together with any terms accepted by the Company in relation to a particular order, constitute the entire agreement between the Company and the Customer with respect to the ordered Supplies. Any variation of these Conditions shall be void unless expressly authorized in writing by a director of the Company.

Prices of Supplies are denominated in RMB and are exclusive of VAT or general tax, which will be added at the time of shipment. The Company may agree to supply Supplies to specific customers in currencies other than RMB, in which case prices will be expressed in the relevant currency in the Company's quotation and invoice for that order.

The Company has made every reasonable effort to ensure that prices of Supplies are accurately stated on the website, but reserves the right to change its prices at any time without notice. The price charged will be that prevailing at the time an order is accepted. Where Supplies are provided in installments (referred to as "installment deliveries" in these Conditions), the price for Supplies delivered within 90 days of the order date shall be that prevailing at the time the first installment is shipped. If installment deliveries may extend beyond 90 days from the order date, the Company reserves the right to increase the price to that prevailing on the date the relevant installment is shipped. Special services or customs requirements applicable to Goods at the Customer's request shall be charged according to the written quotation.

Unless otherwise provided below, payment falls due no later than 30 days after the date of the Company's invoice, without any deduction, set-off or withholding of whatever nature. Time of payment shall be of the essence. If the Customer fails to make payment on the due date, then, without prejudice to any other right or remedy, the Company shall be entitled to:

i) cancel the order or suspend any further delivery or performance;

ii) where the Company deems appropriate, apply any payment made by the Customer (or under any other contract for Supplies) to payment for Supplies; and

iii) charge interest on the outstanding amount (both before and after judgment) at an annual rate of 5% above the benchmark rate published by the People's Bank of China from time to time, until payment is made in full (for the purpose of calculating interest, any period of less than one month shall be treated as a full month).

The Company reserves the right to charge fees for copies of invoices or credit notes. If legal proceedings are initiated to recover monies due to the Company, the Customer shall indemnify the Company for all legal fees and other costs or expenses incurred in such recovery, and the Company reserves the right to charge the Customer an administration fee to cover its internal costs.

In addition to the above, the Company reserves the right, at its absolute discretion, to require the Customer to make payment in advance of delivery, including in circumstances where the Company refuses to grant, withdraws, suspends or cancels any credit facility or credit limit.

Customers wishing to open a credit account must provide such information as the Company may require, and the Company may make inquiries with credit verification agencies. The Company reserves the right, at its absolute discretion, to grant, refuse or terminate any credit facility or to cancel any credit limit at any time without prior notice.

The Company reserves the right to refuse to trade. To avoid duplication, any written confirmation sent for a telephone order must be clearly marked "CONFIRMATION". The Company shall not be liable for orders not so marked and will accordingly charge for duplicate orders.

Once accepted, no order may be cancelled without the prior written consent of the Company. Without prejudice to the generality of the foregoing, orders for Goods not listed in the Catalogue or for non-stock Goods are non-cancellable. Minimum order quantities may apply to specific Goods.

Orders for Goods may be accepted by the Company by shipping the Goods; however, where the Customer has cited or referred to an incorrect price for Supplies in its order, shipment shall not constitute de facto acceptance of that order.

For specific Goods, especially those not listed in the Catalogue or non-stock Goods, a minimum order quantity or value may apply, and the Company will make reasonable efforts to notify the Customer before accepting the order. Depending on the nature of the Goods, the Company reserves the right to charge a handling fee for orders below a certain value. The Company will make reasonable efforts to notify the Customer of any minimum order quantity or handling fee at the time the order is placed.

The Customer must inspect the Supplies as soon as possible, and in any event within 7 days after delivery or, in the case of Services, after performance. Subject to Condition 13 below, the Company shall not be liable for any defect in the Supplies unless the Customer gives written notice of objection to the Company within 7 days of delivery; otherwise the Customer shall be deemed to have no objection to the quantity and quality of the Supplies. The Company does not author the software contained in the Goods, and the Customer is responsible for checking for computer viruses before using such Goods. If the Customer receives a damaged package, the Customer should photograph the package to confirm the damage and notify the Company immediately before opening it.

The quantity of any consignment recorded by the Company when the Goods leave its premises shall be conclusive evidence of the quantity received by the Customer upon delivery, unless the Customer can provide conclusive evidence to the contrary. The Company shall not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 7 days of the date on which the Goods would normally have been delivered or the Services performed.

Except as provided in the first paragraph of Condition 13, any liability of the Company for non-delivery or non-performance, or for Goods notified as defective at delivery or Services notified as defective after performance under this Condition 7, shall be limited to, at the Company's option, replacement of the Goods or re-performance of the Services within a reasonable time, or refund of the price paid for such Goods at the time.

All specifications, drawings, illustrations, descriptions and particulars of weight, size, capacity or other details, including but not limited to any statements regarding compliance with legislation or regulations (collectively "Specifications"), wherever they appear (including but not limited to in this Catalogue, delivery notes, invoices or packaging), are intended to give an approximate picture of the Goods and do not form part of the contract. If the Specifications of any Goods are inconsistent with the manufacturer's description, the latter shall be deemed correct. The Company will take all reasonable steps to ensure the accuracy of the Specifications (but solely in reliance on information provided by suppliers), and the Company accepts no contractual, tortious, statutory or other liability for any errors or omissions in such Specifications, whether or not caused by the Company's negligence or otherwise. As required by its continuous improvement program or to comply with legislation, the Company may make any changes to the Supplies.

Risk of damage to or loss of the Goods passes to the Customer when the Goods are unloaded from the Company's carrier at the Customer's premises. Title to the Goods does not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to the Company from the Customer on whatever account.

The Customer must hold the Goods as trustee for the Company on a fiduciary basis until title passes to the Customer. If full payment is not received before the due date, or the Customer passes a resolution for liquidation or a court makes a liquidation order, or a receiver is appointed over any of the Customer's assets or business, or enforcement or seizure is carried out against the Customer, the Company shall be entitled, without prior notice, to repossess the Goods and for that purpose to enter any premises occupied or owned by the Customer.

No Goods may be returned without the prior agreement of the Company. Before returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a return authorization code. All returned Goods are returned at the Customer's own risk and expense and must be undamaged by the Customer and in their original packaging. The Customer is responsible for returning the Goods to the Company and for providing proof of delivery of such returns. Appropriate precautions must be taken for Goods classified as "ESD sensitive".

All Goods accepted for return must be returned to the Company within 7 days of delivery. All returns must clearly quote the Customer's account number, other reference numbers and the return authorization code.

The Company reserves the right, at its discretion, to charge a restocking fee of 40% of the invoiced value of any Goods returned as "unwanted" or "ordered in error" (minimum fee RMB 100). The Company expressly reserves the right to refuse cancellation of orders for or return of Goods containing any software or any hazardous substances referred to in EU Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment. Consumer products are non-returnable.

Unless any performance data, tolerances or characteristics have been specifically and expressly warranted by the Company in writing, the Company accepts no liability for the Goods failing to meet such standards, whether or not attributable to the Company's negligence or otherwise.

Unless expressly stated by the Company in writing, the Customer is responsible for satisfying itself that the Supplies purchased are adequate and suitable for a particular purpose. If the Customer acts on advice or recommendations given by employees of the Company that have not been confirmed in writing by the Company's general manager, the Customer does so entirely at its own risk, and the Company accepts no liability for any such advice or recommendations that are not confirmed. Except as provided in the first paragraph of Condition 13, where any warranty, representation, advice or recommendation confirmed under this Condition 11 proves to be incorrect, inaccurate or misleading, the Company's liability to the Customer shall be limited to a refund of the price paid for the Supplies or, at the Company's option, the provision of adequate and suitable alternative Supplies.

The Company will endeavor to pass on to the Customer the benefit of any warranty or guarantee given by the manufacturer of the Goods.

In addition, if it can be demonstrated to the Company's reasonable satisfaction that the Goods have been damaged or are defective as a result of faulty materials, workmanship or design, the Company will, at its option, repair or replace the Goods free of charge, or in the case of Services, re-perform the Services. The Customer expressly understands that in no circumstances does the Company give any warranty that the software programs (if any) accompanying the Goods it supplies are free from defects or errors in performance.

This obligation does not apply:

i) if the defect arises or is aggravated because the Customer altered or repaired the Goods without the Company's written consent;

ii) if the defect arises or is aggravated because the Customer failed to comply with the manufacturer's instructions regarding storage, use, installation, use or maintenance of the Goods;

iii) if the Customer failed to notify the Company of any defect under Condition 7, and the defect would have been reasonably apparent on reasonable inspection; or

iv) if the Customer fails to notify the Company of any defect within 12 months of the date of shipment of the Goods or provision of the Services (or such other period as the Company may specify when accepting the order for the Supplies).

Any replacement Supplies or repaired Goods provided under this Condition 12 shall be warranted under these terms for the remainder of the warranty period provided for the original Supplies. Any replaced Goods shall become the property of the Company.

The Customer grants the Company and its employees, agents and representatives the right to enter its premises to carry out repairs and replacements under this Condition 12. The Customer warrants that the Company's employees, agents and representatives will have a safe and hazard-free working environment while on its premises, and the Customer is responsible for isolating any computer or processor requiring repair or replacement from its network and backing up any data on such computer or processor before the Company arrives on site.

Except as provided in the first paragraph of Condition 13 below, if any Supplies prove to be damaged or defective under this Condition 12, the Company's sole obligation and liability shall be limited, at the Company's option, to repairing or replacing the relevant Goods, re-performing the relevant Services, or refunding the price paid for the relevant Supplies.

Except as provided in the first paragraph of Condition 13 below and in Condition 8 above, these Conditions constitute the Company's sole obligations and the Customer's sole remedy in respect of defective Supplies, and the Customer agrees that these Conditions supersede all express or implied representations, conditions, statutory or other warranties of whatever nature relating to the quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or to the technical standard of the Services, all of which are hereby excluded.

The Company does not exclude or limit its liability to any Customer arising under mandatory provisions of law ("Condition 13, paragraph 1").

Save as aforesaid:
The Company accepts no liability for any loss, damage, cost, claim or expense arising from the failure to provide, or the provision of incorrect, advice or information, whether or not attributable to the negligence of the Company, its employees, agents or subcontractors.

Except for any rights expressly set out in these Conditions under which the Customer may request repair or replacement of Goods, re-performance of Services, or refund of any price paid, the Company shall not be liable to the Customer for any damage, or any indirect or consequential loss (all such losses including but not limited to pure economic loss, loss of profit, loss of business, loss of use, loss of data, computer downtime, diminution of goodwill, business interruption, increased procurement or production costs, loss of opportunity, loss of contract and the like), however caused and whether arising in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, arising out of or in connection with:

i) any Supplies or their manufacture, sale, use or characteristics, or caused by the failure, delay in performance or delivery of the Company, its employees, agents or subcontractors;

ii) any breach by the Company of any express or implied term of the Contract;

iii) the use, manufacture, resale or substitution of any Supplies or any product incorporating or developed using them;

iv) any act or omission of the Company at the Customer's premises;

v) any representation made or not made, or advice given or not given, by or on behalf of the Company (including but not limited to any statement regarding compliance with legislation or regulations); or

vi) any other provision of the Contract.

These Conditions set out the full liability of the Company to the Customer in respect of the Supplies and, to the maximum extent permitted by law, exclude all express or implied, statutory, customary conditions, warranties and/or other provisions applicable to or binding on the Company (except those made under or pursuant to these Conditions); or where automatic exclusion does not apply, the Customer shall be deemed to have hereby authorized, agreed or elected to waive such rights. In no event shall the Company's total liability arising out of contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise be limited to more than, at the Company's discretion or option or pursuant to special agreement, repair (if applicable), replacement or re-performance, or refund.

The Company's employees, agents and subcontractors may also rely on and enforce the exclusions and limitations of liability in these Conditions in their own names and for their own benefit.

The Company shall in no circumstances be liable for any representation or warranty made by the Customer to its own customers or other third parties.

"Personal Data" means any information relating to the Customer or any representative of the Customer (in either case an individual existing as a natural person) by which the Company can identify that Customer or representative, whether alone or in conjunction with other information held by the Company, regardless of how and when such information is provided.

For the purpose of performing these Conditions, or for the intended purposes arising from the business needs between the Company and the Customer, the Company has the right to process such Personal Data, including:

i) for deciding whether to enter into any contract or arrangement with that Customer, including conducting credit verification investigations of the Customer or its representatives and disclosing information about how the Customer handles its account to relevant agencies;

ii) for order execution, administration, customer service, summarizing the Customer's purchasing preferences, and helping the Company understand and develop its business;

iii) for direct marketing of the Company's products and services, products and services of other companies within the ONEIC Group, or products and services of third parties that the Company believes the Customer or its representatives may be interested in, whether by mail, fax, telephone, email, SMS, MMS or other means;

iv) for the purposes of crime prevention or investigation.

Processing of Personal Data may include:

i) disclosing such Personal Data to the Company's service providers, agents, advisors and representatives;

ii) disclosing such Personal Data to other companies within the ONEIC Group whose products and services the Company believes the Customer or representative may be interested in;

1. disclosing such Personal Data to third parties whose products and services the Company believes the Customer or representative may be interested in;

2. transferring Personal Data to companies outside China, including countries whose laws may not provide adequate protection for Personal Data, provided that such overseas companies warrant to the Company that the Personal Data will receive the same level of protection as in China.

By providing Personal Data to the Company, the Customer or its representative is deemed to have consented to the Company using such Personal Data for all the above purposes, unless and until notified to the contrary. If, at any time, the Customer or its representative does not wish their Personal Data to be used for any or all of the above purposes, please contact the Company or notify our sales representative when placing an order.

The Supplies on the website may be subject to intellectual and industrial property rights, including patents, know-how, trademarks, copyrights, design rights, utility model rights, database rights and/or other third-party rights. No rights or licenses are granted to the Customer other than the right to use the Supplies or resell the Goods in the ordinary course of the Customer's business. The Company accepts no liability whatsoever in the event of any claim arising from infringement of such rights.

In particular, without prejudice to the foregoing, all software programs forming part of the Goods remain the property of the Company and/or its suppliers. The Customer is responsible for informing itself of the relevant license or terms of use and for paying any royalties due. Such programs may only be used together with the Goods.

If requested by the Company, the Customer shall provide reasonable assistance to trace and locate any defective products and prevent their sale to third parties, and in particular shall comply with any product recall procedures adopted by the Company and use its best endeavors to ensure that its own customers cooperate in the same manner.

If the Company sends the Customer promotional materials relating to Goods or Services available from the Company, these Conditions shall apply to all Supplies purchased pursuant to such materials.

Unless otherwise confirmed by the Company in writing, the website shall not be deemed a representation of the country of origin of the Goods or their components, or of the location of the manufacturer or place of production. Any fees incurred by the Company in providing a certificate of origin (if applicable) shall be charged to the Customer at cost.

The Goods may be subject to the export control laws, restrictions, regulations and orders of China and of countries from which the Goods may originate, such as the United States, the United Kingdom and Singapore. The Customer agrees to comply with all applicable export laws, restrictions and regulations of China, the United States, the United Kingdom, Singapore or other foreign agencies or authorities, and shall not export or transfer the Goods for re-export purposes to any prohibited or embargoed country, or to any individual or organization that has been denied, blocked or listed by the laws of China or other countries. The Customer shall, at its own expense, obtain any licenses and comply with any applicable import and export regulations of China and of the country to which the Goods are sold.

The Company reserves the right to refuse to supply specific customers or specific countries, and to require the Customer to provide full details of end use and the final destination of the Goods.

The Company is a supplier to business customers. The Catalogue provided by the Company and any correspondence and other product literature are intended for business customers rather than consumers. By placing an order, the Customer confirms that it purchases and uses the Supplies for business purposes and not as a consumer.

Where the law prescribes a minimum age for purchasing certain Goods, the Customer confirms that they personally meet the age requirement and that the Goods will also be received by an individual who meets the relevant age restriction.

The Goods are not designed for, nor authorized for, implantation into the human body or for use in life support equipment or other medical devices or systems for any other purpose where failure of the Goods could reasonably be expected to cause personal injury. Customers who use the Goods for any such purpose do so at their own risk and agree to indemnify the Company and its suppliers for any and all liability and expenses (including costs) arising from such use.

The Company reserves the right to monitor, intercept or record telephone calls, and may monitor or intercept all emails or other electronic communications sent to its premises for the purposes of training, security and quality.

If the Company delays or fails to perform any obligation under these Conditions due to any cause beyond its reasonable control (including but not limited to government action, war, fire, widespread epidemic disease, explosion, flood, catastrophic weather, import/export controls or embargoes, labor disputes, unavailability of Goods or labor, etc.), the Company shall not be liable to the Customer in any form for such delay or failure to perform, nor shall it be deemed a breach. The Company may, at its option, delay performance of all or part of the Contract, or cancel all or part of the Contract.

These Conditions and all related contracts shall be governed by the laws of China. In the event of any dispute relating to the Contract, both parties agree to submit it to the Haidian District People's Court of Beijing, People's Republic of China for resolution. However, the Company reserves the right to initiate legal proceedings in any other court of competent jurisdiction.

Any provision of these Conditions held by any regulatory authority to be wholly or partly invalid, voidable, unenforceable or unreasonable shall be deemed severable to the extent of such invalidity, voidability, unenforceability or unreasonableness, and the remaining provisions of these Conditions and the remaining parts of such provisions shall remain unaffected.

The Company's failure or partial failure to enforce any provision of these Conditions shall not be construed as a waiver of any rights under these Conditions.

The Company has the right, without the Customer's consent or notice, to assign the benefits and burdens of these Conditions and/or any Contract to any company within its Group at any time. For the above purposes, "Group" shall broadly refer to the Company, any other legal entity related to the Company, any holding company or subsidiary of the Company, and any other legal entity that is a subsidiary of such holding company.

These Conditions supersede all previous versions.

The Company has the right to update these Conditions at any time, and the updated version takes effect from the date it is published by the Company in writing and/or on the Company's website. The Customer understands and agrees that, at the time of purchase, they should obtain information about the latest applicable version of these Conditions via the Company's website at https://oneic.com, or by calling the Company to inquire and request a copy.