Terms and Conditions for Sale of Products and Services

NOTICE:Sale of any Products or Services is expressly conditioned on User's assent to these Terms and Conditions. Any acceptance of Wexb.Biz's offer is expressly limited to acceptance of these Terms and Conditions and Wexb.Biz expressly objects to any additional or different terms proposed by User. No facility entry form shall modify these Terms and Conditions even if signed by Wexb.Biz's representative. Any order to perform work and Wexb.Biz's performance of work shall constitute User's assent to these Terms and Conditions. Unless otherwise specified in the quotation, Wexb.Biz's quotation may be modified or withdrawn by Wexb.Biz before receipt of User's conforming acceptance.

1. Definitions

"User" means the entity to which Wexb.Biz is providing Products or Services under the Contract.

"Contract" means either the contract agreement signed by both parties, or the purchase order signed by User and accepted by Wexb.Biz in writing or through online purchase, for the sale of Products or Services, together with these Terms and Conditions, Wexb.Biz's final quotation, the agreed scope(s) of work, and Wexb.Biz's order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.

"Contract Price" means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.

"Insolvent/Bankrupt" means that a party is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy, insolvency dissolution or liquidation laws.

"Products" means the materials, supplies, software, and other goods Wexb.Biz has agreed to supply to User under the Contract.

"Wexb.Biz" means the entity providing Products or performing Services under the Contract.

"Services" means the services Wexb.Biz has agreed to perform for User under the Contract.

"Site" means the premises where Products are used or Services are performed, not including Wexb.Biz's premises from which it performs Services. "Terms and Conditions" means these "Terms and Conditions for Sale of Products and Services", including any relevant addenda pursuant to Article 18, together with any modifications or additional provisions specifically stated in Wexb.Biz's final quotation or specifically agreed upon by Wexb.Biz in writing or published on its website.

2. Payment

2.1. User shall pay Wexb.Biz for the Products and Services by paying all invoiced amounts in U.S. dollars, without set-off for any payment from Wexb.Biz not due under this Contract.,

3. Taxes and Duties

User shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on User.

4. Warranty

4.1. Wexb.Biz warrants that Products shall be delivered free from defects in material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with our specifications.

4.2. The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of Products. Failure to meet any such conditions renders the warranty null and void.

4.3. This Article 4 provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this Article 4 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.

5. Confidentiality

5.1.User (as to information disclosed, the "Disclosing Party") may provide Wexb.Biz (as to information received, the "Receiving Party") with Confidential Information in connection with this Contract. "Confidential Information" means (a) information that is designated in writing as "confidential" or "proprietary" by Disclosing Party at the time of written disclosure, and (b) information that is orally designated as "confidential" or "proprietary" by Disclosing Party at the time of oral or visual disclosure and is confirmed to be "confidential" or "proprietary" in writing In addition, prices for Products and Services shall be considered Wexb.Biz's Confidential Information.

5.2. Wexb.Biz agrees: (i) to use the Confidential Information only in connection with the Contract and use of Products and Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding these restrictions, (a) Receiving Party may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Contract, (b) a Receiving Party may disclose Confidential Information to its auditors, (c) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information .Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Information except to the extent that a specific provision of the Contract entitles Receiving Party to retain an item of Confidential Information. Wexb.Biz may also retain one archive copy of User's Confidential Information.

5.3. The obligations under this Article 5 shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information.

5.4. User warrants that it has the right to disclose the information that it discloses. User shall not make any public announcement about the Contract without prior written approval of the other party. Article 5 does not supersede any separate confidentiality or nondisclosure agreement signed by the parties.

6. Intellectual Property

6.1. Wexb.Biz shall defend against any claim by a non-affiliated third party (a "Claim") alleging that Products or Services furnished under this Contract infringe a patent in effect in the U.S., an EU member state or the country of the Site (provided there is a corresponding patent issued by the U.S. or an EU member state), or any copyright or trademark registered in the country of the Site, provided that User (a) promptly notifies Wexb.Biz in writing of the Claim, (b) makes no admission of liability and does not take any position adverse to Wexb.Biz, (c) gives Wexb.Biz sole authority to control defense and settlement of the Claim, and (d) provides Wexb.Biz with full disclosure and reasonable assistance as required to defend the Claim.

6.2. Section 6.1. shall not apply and Wexb.Biz shall have no obligation or liability with respect to any Claim based upon(a) Products or Services that have been modified, or revised, (b) the combination of any Products or Services with other products or services when such combination is a basis of the alleged infringement, (c) failure of User to implement any update provided by Wexb.Biz that would have prevented the Claim, (d) unauthorized use of Products or Services, or (e) Products or Services made or performed to User's specifications.

6.3. Should any Product or Service, or any portion thereof, become the subject of a Claim, Wexb.Biz may at its option (a) procure for User the right to continue using the Product or Service, or applicable portion thereof, (b) modify or replace it in whole or in part to make it non-infringing, or (c) failing (a) or (b), take back infringing Products or Services and refund the price received by Wexb.Biz at its sole discretion attributable to the infringing Products or Services.

6.4. Article 6 states Wexb.Biz's exclusive liability for intellectual property infringement by Products and Services.

6.5. Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the Contract. All new intellectual property conceived or created by Wexb.Biz in the performance of this Contract, whether alone or with any contribution from User, shall be owned exclusively by Wexb.Biz. User agrees to deliver assignment documentation as necessary to achieve that result.

7. Indemnity

User (as an "Indemnifying Party") shall indemnify Wexb.Biz (as an"Indemnified Party") from and against claims brought by a third party, on account of personal injury or damage to the third party's tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent negligence of User and Wexb.Biz, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Wexb.Biz's indemnity obligation, no part of the Products or Site is considered third party property.

8. Insurance

During the term of the Contract, Wexb.Biz shall maintain for its protection the following insurance coverage in such form(s) and amount(s) as required by applicable laws.

9. Excusable Events

Wexb.Biz shall not be liable or considered in breach of its obligations under this Contract to the extent that Wexb.Biz's performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, or by armed conflict, acts or threats of terrorism, epidemics, strikes or other labor disturbances, or acts or omissions of any governmental authority or of the User or User's contractors or suppliers. If an excusable event occurs, the schedule for Wexb.Biz's performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If acts or omissions of the User or its contractors or suppliers cause the delay, Wexb.Biz shall also be entitled to an equitable price adjustment.

10. Termination and Suspension

10.1. Wexb.Biz may suspend or terminate the Contract (or any affected portion thereof) immediately for cause if User (i) becomes Insolvent/Bankrupt, or (ii) materially breaches the Contract, including, but not limited to, failure or delay in User making any payment when due, or fulfilling any payment conditions.

10.2. If the Contract (or any portion thereof) is terminated for any reason other than User’s default under Section 10.1, User shall pay Wexb.Biz for all Products completed, lease fees incurred and Services performed before the effective date of termination, plus expenses reasonably incurred by Wexb.Biz in connection with the termination.

10.3. Wexb.Biz may terminate the Contract (or the portion affected) upon its sole discretion.

10.4. User shall pay all reasonable expenses incurred by Wexb.Biz in connection with a suspension, including, but not limited to, expenses for repossession, fee collection, demobilization/remobilization, and costs of storage during suspension. The schedule for Wexb.Biz's obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.

11. Compliance with Laws, Codes and Standards

11.1. Wexb.Biz shall comply with laws applicable to the Products and its performance of Services. User shall comply with laws applicable to the application, operation, use and disposal of the Products and Services.

11.2. Wexb.Biz's obligations are conditioned upon User's compliance with all applicable trade control laws and regulations.

11.3. Notwithstanding any other provision, User shall timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization, including, but not limited to, building and environmental permits, import licenses, environmental impact assessments, and foreign exchange authorizations, required for the lawful performance of Services at the Site or fulfillment of User's obligations, except that Wexb.Biz shall obtain any license or registration necessary for Wexb.Biz to generally conduct business and visas or work permits, if any, necessary for Wexb.Biz's personnel.

12. Changes

12.1. Wexb.Biz is not obligated to proceed with any change until the scope, Contract Price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Wexb.Biz resulting from a change, in requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations.

12.2. It shall be acceptable and not considered a change if Wexb.Biz delivers a Product that bears a different, superseding or new part or version number compared to the part or version number listed in the Contract.

13. Limitations of Liability

13.1. The total liability of Wexb.Biz for all claims of any kind arising from or related to the formation, performance or breach of this Contract, or any Products or Services, shall not exceed the (i) Contract Price, or (ii) if User places multiple order(s) under the Contract, the price of each particular order for all claims arising from or related to that order.

13.2. Wexb.Biz shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of User's customers for any of the foregoing types of damages.

13.3. All Wexb.Biz liability shall end upon expiration of the applicable warranty period, provided that User may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration, as applicable under this Contract, before expiration of any statute of limitations or other legal time limitation but in no event later than one year after expiration of such warranty period.

13.4. Wexb.Biz shall not be liable for advice or assistance that is not required for the work scope under this Contract.

13.5. If User is supplying Products or Services to a third party, or using Products or Services at a facility owned by a third party, User shall either (i) indemnify and defend Wexb.Biz from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this Article 13, or (ii) require that the third party agree, for the benefit of and enforceable by Wexb.Biz, to be bound by all the limitations included in this Article 13.

13.6. For purposes of this Article 13, the term "Wexb.Biz" means Wexb.Biz, its affiliates, subcontractors and suppliers of any tier, and their respective employees. The limitations in this Article 13 shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise, and shall prevail over any conflicting terms, except to the extent that such terms further restrict Wexb.Biz's liability.

14. Governing Law and Dispute Resolution

14.1. This Contract shall be governed by and construed in accordance with the laws of Hong Kong, in either case without giving effect to any choice of law rules that would cause the application of laws of any other jurisdiction (the "Governing Law").

14.2. All disputes arising in connection with this Contract, including any question regarding its existence or validity, shall be resolved in accordance with this Article 14. If a dispute is not resolved by negotiations, be mutually agreed, either party may commence arbitration proceedings the dispute shall be submitted to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC"). The seat, or legal place, of arbitration, shall be in Hong Kong The arbitration shall be conducted in English. In reaching their decision, the arbitrators shall give full force and effect to the intent of the parties as expressed in the Contract, and if a solution is not found in the Contract, shall apply the governing law of the Contract. The decision of the arbitrator(s) shall be final and binding upon both parties, and neither party shall seek recourse to a law court or other authority to appeal for revisions of the decision.

15. General Clauses

15.1. Wexb.Biz may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates or may assign any of its accounts receivable under this Contract to any party without User's consent. User agrees to execute any documents that may be necessary to complete Wexb.Biz's assignment or novation. Wexb.Biz may subcontract portions of the work, so long as Wexb.Biz remains responsible for it. The delegation or assignment by User of any or all of its rights or obligations under the Contract without Wexb.Biz's prior written consent (which consent shall not be unreasonably withheld) shall be void.

15.2. If any Contract provision is found to be void or unenforceable, the remainder of the Contract shall not be affected. The parties will endeavor to replace any such void or unenforceable provision with a new provision that achieves substantially the same practical and economic effect and is valid and enforceable.

15.3. The following Articles shall survive termination or cancellation of the Contract: 2, 3, 4, 5, 6, 7, 9, 10, 11, 13, 14 and 15.

15.4. The Contract represents the entire agreement between the parties. No oral or written representation or warranty not contained in this Contract shall be binding on either party. User's and Wexb.Biz's rights, remedies and obligations arising from or related to Products and Services sold under this Contract are limited to the rights, remedies and obligations stated in this Contract. Wexb.Biz reserved the rights to do modification, amendment, rescission or waiver and it shall be binding on User.

15.5. Except as provided in Article 13 (Limitations of Liability), this Contract is only for the benefit of the parties, and no third party shall have a right to enforce any provision of this Contract, whether under the English Contracts (Rights of Third Parties) Act of 1999 or otherwise.

15.6. This Contract may be signed in multiple counterparts that together shall constitute one agreement.