Conditions of Service

As of 11 January, 2024

These Conditions of Service may be amended, revised and/or updated from time to time by FTL (as defined herein) without any prior notice to the Client (as defined herein) and the same shall be binding on the Client.
By signing the Registration Form, the Trading Client (hereinafter referred to as the “Client”) agrees that these Conditions of Service (“Conditions”), together with the Registration Form and each Order made by the Client, constitute the entire agreement (the “Agreement”) with First Trade Limited (hereinafter referred to as “FTL”) with respect to the Products (as defined herein).

Article 1: Registration Form and Approval

The Agreement shall be effective and binding on the Client upon the signing of the Registration Form by the Client but shall be subject to FTL’s evaluation process pursuant to these Conditions and the issuance of a confirmation email by FTL to the Client. The Agreement shall be binding on FTL upon the issuance of the confirmation email by FTL for the registration of the Client’s account on the Platform (as defined herein).

Each Client’s Registration Form shall be pre-approved by FTL for the Client’s registration and use of the Services (as defined herein) provided by FTL to the Client. The Client shall not be eligible for registration unless the Client has been duly approved by FTL.

Article 2: Scope of Services

FTL offers the following services (the “Services”) to the Client:

• 1. Providing, arranging, liaising in respect of, negotiating or otherwise dealing with the ship-dropping and/or trading related services of pharmaceutical, healthcare, cosmetics and/or other medical related products (collectively the “Products”) for and on behalf of the Client.
• 2. Maintaining, up-keeping, updating or otherwise operating FTL’s order platform, website, database and/or its format (collectively the “Platform”) in relation to the Products on behalf of the Clients for the provision of any Services.
• 3. Monitoring, updating or checking the pricing and/or other information in relation to the Products.
• 4. Observing, monitoring or otherwise supervising the balance of the Client's account on the Platform.
• 5. Arranging, liaising in respect of, negotiating or otherwise handling any Orders and cancellation thereof, advising shipping information of the same and otherwise dealing with any Order and/or history and returned packages information in relation to the Products and/or any Orders.

Article 3: Term of Services

The term of the Agreement shall be 12 months commencing from the date of commencement of provision of the Services by FTL to the Client and shall be extended automatically for a period of 12 months if there is no further review of the Client’s account.

Notwithstanding the term specified herein, FTL shall be entitled to temporarily disable, suspend or otherwise discontinue the Client’s account without prior notice if the Client does not comply with the Conditions or for any other reason in FTL’s absolute discretion.

Article 4: Copyright and Prohibition against Reproduction

All trademarks, logos and service marks displayed on FTL’s website and/or on the Platform are owned by FTL and shall not be used without the prior written permission of FTL. All materials on the Platform are protected by copyright and no part of such materials may be modified, reproduced, stored in a retrieval system, manipulated, transmitted, copied, sold, distributed, published or used in any other way for commercial or public purposes without FTL’s prior written consent.

FTL provides information on and photographs of the Products on the Platform for reference use only and shall bare no responsibility for any loss or damage caused by the reproduction of the information or photographs of any Products. FTL shall have the right to prohibit the reproduction of any information that FTL provides to the Client from time to time.

Article 5: Temporary Disablement of Services

FTL shall be entitled to temporarily disable, discontinue, suspend, change and/or update the Services, the Platform or other services under the Agreement with or without prior notice to the Client.

Article 6: Registration Particulars under Registration Form

Each Client shall register the following information on FTL’s Platform with respect to each user to which the registration relates:

• 1. Type of business, name of company and (if applicable), details of store
• 2. Name of the representative or the person in charge
• 3. Correspondence (and if applicable, registered office) address(es)
• 4. Phone, fax and mobile numbers
• 5. Email address(es)
• 6. Website/advertisement, or any other platform to resell the Products
• 7. Bank account(s) information
• 8. Other necessary and material information as requested by FTL from time to time

Each Client shall ensure that all contacts and other information provided to FTL are updated.

Article 7: Limited liability as to Accuracy of Registration Form

FTL shall not be liable or responsible in any way whatsoever for any loss or damage caused by or arising out of any missing, incorrect or omitted information under the Registration Form. FTL shall have the right to claim for any damages or any loss caused by or arising out of the submission of incorrect, incomplete or misleading information by the Client, whether such incorrect, incomplete or misleading information was submitted by the Client intentionally or not.

Article 8: Client’s Warranties

The Client warrants that:

• (1) it is a company or business owner that has sufficient and necessary knowledge to follow the local laws and conditions governing, negotiation in respect of or otherwise dealing with the Products, specifically the Pharmacy and Poisons Ordinance (CAP318) and Pharmacy and Poisons Regulations (CAP318A) under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”); and
• (2) it has sufficient and necessary knowledge or skill to use the Platform when the Client starts using the Services provided by FTL.

Article 9: Authorized Representative and Agents

Once FTL approves the Client’s Registration Form and issues a confirmation email to the Client, the Client shall be entitled to the Services to be undertaken and performed by FTL from time to time and subject to the terms of the Agreement. The person submitting the Registration Form on behalf of the Client shall be deemed to be the authorized representative of the Client and all instructions and/or acts by such person shall be deemed to be binding on the Client.

Article 10: User ID and Password

Upon approval of the Registration Form and issuance of the confirmation email to the Client, FTL shall provide to the Client a user ID and password for log-in to the Platform. The user ID and the password are non-transferrable and shall not be used or accessed by any party except the Client.

Article 11: Termination

Termination by the Client

The Client shall be entitled to terminate the Agreement by giving no less than 30 days written notice to FTL. Upon receipt of the Client’s written notice for termination of the Agreement, FTL shall accept the Client's request for termination and shall discontinue the Services as soon as reasonably practicable.

FTL shall, within a reasonable period of time, adjust the Client's account balance and shall refund the remaining balance to the Client as soon as reasonably practical. All refunded amounts shall be in US dollars and the Client shall be liable and responsible for all remittance fees, exchange fees, or any other banking fees for the remittance of the balance.

Notwithstanding the above, upon the occurrence of the following events, the Client shall be entitled to terminate the Agreement if:

• 1. FTL materially breaches the terms of the Agreement and/or fails to provide the Services for a duration of longer than 14 business days.
• 2. FTL’s bank account is suspended for longer than 14 days.
• 3. FTL is the subject of winding-up proceedings or the appointment of a receiver.

Termination by FTL

FTL shall be entitled to terminate the Agreement by giving 30 days’ notice to the Client.

Notwithstanding the above, upon the occurrence of the following events, FTL shall be entitled forthwith to temporarily discontinue and/or terminate the Services and or the Agreement and/or temporarily discontinue and/or terminate the Client's account:

• 1. Any information provided by the Client under the Registration Form is incorrect, misleading and/or deceptive.
• 2. The Client is being wound up or has been the subject of the appointment of a receiver (if the Client is a company) or bankrupted (if the Client is a natural person).
• 3. The Client is in default in payment under the Agreement for a period of more than 7 days.
• 4. The Client violates any terms under the Agreement.
• 5. FTL determines at its sole discretion and opinion that the Client is an improper user.

Article 12: Pricing and Handling Fee

No charges shall be payable by the Client for any Services provided by FTL or for any handling of the Client’s account under the Agreement. The Client shall only be liable for the full payment of the Products payable to FTL’s bank account.

Upon receiving any request(s) for Product(s) from the Client, FTL shall within 7 business days provide the price list to the Client. In case of multiple Orders or any specified Orders, FTL shall inform the Client of the up-to-date and valid quotations as soon as reasonably practical. The Client shall be responsible for all tax, duties or any handling fees in the import country (if applicable).

Article13: Advance Full Payment of Products

Upon receipt of the Order(s) from the Client, FTL shall arrange for all Order(s) to be processed but only upon receipt of the entire payment amount for such Order(s) in advance from the Client.

Upon the Client placing any Order(s) for any Services in relation to any Products through FTL’s Platform, the Client shall arrange for full payment for such Order(s) to be remitted in advance to FTL’s bank account.

The full advance payments for all Products under all Order(s) shall be in US Dollars and all bank remittance charges shall be borne by the Client and all commission on the recipient bank will be payable by FTL. In the event that the Client pays the advance payment for any Offers with a credit card, all handling fees shall be borne by the Client.

Article 14: Shortfall on Advance Payment

The advance payment paid by the Client into the Client’s account verifiable under the Platform shall match the total aggregate amount of all Orders submitted by the Client from time to time. Unless the Client’s advance balance matches the payment amount of the Order(s), FTL shall not be required to handle any Orders from the Client.

FTL shall at its sole discretion cancel and/refuse to process and/or handle any Orders from the Client if FTL shall, in its opinion, suspect that the transaction may contravene any regulations or laws in any jurisdictions.

Article 15: Submission of Order(s)

When the Client places an Order with FTL through FTL’s Platform, FTL shall commence arranging for every shipment for such Order(s) once such Order(s) is confirmed by FTL.

Each Order shall be confirmed in writing by FTL as soon as reasonably practicable upon FTL receiving all details in relation to all Orders through FTL’s Platform.

All Orders by the Client shall be made through the pre-designated platform provided by FTL and shall not be made over the phone or any other means other than as designated by FTL from time to time. Orders shall be invalid if FTL is unable to receive/confirm such Order(s) due to any system/server/platform failures or errors or any other reasons.

Article 16: Order Confirmation and Shipping Schedule

Upon FTL’s written confirmation of the Order(s) from the Client through FTL’s Platform, all data in relation to such Order(s) shall be sent to FTL’s affiliate shippers in accordance with the Agreement.

All shipping schedules and shipping procedures for all Order(s) shall be determined by FTL in its sole discretion and the Client shall not be entitled to cancel, change or otherwise reschedule any Order(s) after FTL’s written confirmation.

FTL shall not be responsible for arranging for any shipping service on any public holiday in the country of export and/or during FTL or FTL’s affiliated shippers’ day off.

FTL shall follow the calendar of Hong Kong SAR and each of FTL’s affiliated shippers shall follow their respective business calendar in their respective jurisdictions.

Article 17: Parcel Identification (Tracking Number)

FTL shall inform the Client of the tracking number that will be allocated to and displayed on each parcel for each Order(s) as soon as reasonably practical but no later than 3 business days after the shipping procedure has been completed.

Article 18: Back Orders and Separated Shipment

FTL shall inform the Client as soon as reasonably practical in the event that any delivery issue has occurred for any Products and/or Orders. FTL shall arrange for notifications to be sent to the Client as soon as reasonably practical by way of an email or on FTL’s Platform in the event that any Order(s) is backordered or delayed.

Article 19: Order Cancellation due to Product Discontinuation

FTL shall be entitled to cancel any Orders for any Products which have been discontinued for manufacturing and/or distribution due to a change in regulations in the countries of manufacture and/or export or due to any other reasons.

In such an event, FTL shall refund the Client all payments for the applicable Order(s) as soon as reasonably practical and FTL shall not be liable or responsible for any further losses or damages arising out of such an event.

Article 20: Disclaimer on Product

FTL shall not be liable for any costs, damages or interest (including consequential damages) whether directly or indirectly incurred due to any reproduction of the Product’s information or image

FTL shall be exempted from the product liability to such an extent as may be legally permitted under the applicable laws. FTL shall have the exclusive right to contact the manufacturers and/or suppliers for and on behalf of the Client and/or any of the Client’s Clients in relation to any claims relating to any Products.

Article 21: Cancellation, Parcel Return, and Defective Product

No Orders confirmed by FTL shall be cancelled, changed or otherwise amended by the Client. In the event that any Products and/or Order(s) have been reported and determined to be defective, FTL shall arrange as soon as reasonably practicable but no later than 5 business days of deliver, for another shipment as the replacement for such defective Products and/or Order(s) but without being liable or responsible for any compensation.

Any Products and/or Order(s) that have been reported and determined to be defective shall not be tampered with unless with the written consent of FTL. FTL shall not accept any reports on defective Products and/or Order(s) after 6 days of delivery and shall be exempted from all responsibilities for any complaints/claims in relation to the same. The Client shall report to FTL in writing with all required evidence as necessary to demonstrate and show that the Products and/or Order(s) are defective (i.e. with photographs of delivery to the consignees etc.). In the event of a dispute arising out of or in relation to alleged defective Products and/or Order(s), FTL shall have the final decision and such determination shall be binding on the Client.

Article 22: Disclaimer on Shipping

FTL shall not be liable for any costs, damages or interest (including consequential damages) whether directly or indirectly incurred due to any Products and/or Order(s) being left at the country of export.

Article 23: Import Regulation

The Client shall confirm in writing that it is agreeable to the import regulations in the country/region for the delivery of Products in order to receive any Order(s). FTL assumes no responsibility for any unsuccessful delivery, or any loss or damage caused by the use of any Products.

Article 24: Re-shipping Arrangement

In the event that any Products and/or Order(s) have not been delivered or are delivered with certain discrepancies as stipulated under this Article, the Client may request FTL in writing to arrange another shipment with additional shipping cost payable by the Client, regardless of the reason for the unsuccessful delivery of the Products/Order(s). Upon the written request of the Client, FTL shall arrange for another shipment as soon as reasonably practicable as the replacement without any compensation/refund or acceptance of any responsibilities or liabilities for the failure of misdelivery.

The Client shall not request for another shipment except in the following circumstances:

• 1) An incorrect item being delivered to the Client;
• 2) An item being delivered with an incorrect quantity;
• 3) An unsuccessful delivery that is caused by FTL’s arrangement with incorrect/incomplete information of consignees for the Order(s) where the Client had provided correct/complete information to FTL;
• 4) Any Products or Order(s) damaged during the transportation; or
• 5) An item is backordered or discontinued on the manufacturer’s side after the Client received the order confirmation from FTL.

Notwithstanding the arrangement stipulated under this Article, the final decision in relation to all new deliveries of Products and/or Order(s) lies with FTL.

Article 25: Refusal of Consignee

In the event that any consignee refuses to receive any parcel regardless of reasons, FTL shall not be liable or responsible for any refund to the Client and FTL shall be entitled to claim a reasonable amount of the handling fee of the Product and/or Order(s) from the Client.

Article 26: Limitation on Using Personal Information

FTL shall use all information that is provided by the Client for the purpose of providing online shopping services; product marketing and promotion; fulfilling the Client’s Order(s) in relation to the Products; order processing and payment clearing; membership registration, future communication and liaison with the Client; statistics work and purposes relating or incidental thereto.

All information provided by the Client to FTL shall be subject to the Personal Data (Privacy) Ordinance of Hong Kong and if the Client does not wish for FTL to use or provide other persons its data for use in direct marketing, the Client may exercise its opt-out right by notifying FTL in writing.

Article 27: Force Majeure

In the event of Acts of God, government orders or restraints, war or warlike conditions, blockade, hostilities, revolution, strikes, lockout, civil commotions, fire, epidemics or of any other occurrence beyond FTL’s control, FTL shall not be liable for providing the Services or delay in performance of the Agreement caused directly or indirectly thereby, in which case the Client shall accept the delay or the cancellation of all or any part of the Agreement, if proposed by FTL.

Article 28: Anti Social Forces

FTL and its Clients represent and warrant that they do not fall under any of the following categories at present and in the future:

• 1 Anti-Social Forces (Bouryokudan (organized crime groups), a Bouryokudan member, a person for whom five years have not elapsed since the day on which the person ceased to be an Bouryokudan member, companies affiliated with Bouryokudan, corporate racketeer, etc., and other persons similar to the above);
• 2 those who have a relationship, in which Anti Social Forces are deemed to be substantially involved in the management, those who have a socially reprehensible relationship with Ant Social Forces, or have a relationship in which the person is deemed to use Anti Social Forces unfairly;
• 3 those who cooperate or participate in the maintenance or operation of Anti Social Forces through the provision of funds to Anti Social Forces or similar activities;
• 4 any person who, by himself/herself or by using a third party, uses threatening behavior or violence against the other party, or obstructs the other party's business or damages its credibility by using fraudulent means or force, or commits any other acts equivalent to the above.

Article 29: Non-Exclusive Transactions

The transactions made possible by agreement with FTL, which shall be implemented by means of the Client's acceptance to these terms and conditions are non-exclusive transactions, and FTL shall in any case be free at its discretion to do business with any third parties other than Clients (regardless of country/region, personal, corporation, or other entity, hereinafter referred to as "other Client(s)").

FTL shall have no obligation (including involvement in or resolution of any dispute arising between the Client and such other Client(s)) and shall not be obliged to compensate the Client for any disadvantage, even if the Client suffers any disadvantage as a result of FTL's business with other Client(s).

In addition, the Client may not challenge FTL to do business with any other particular Client(s) or seek any action or omission from FTL.

Article 30: Audit Rights

FTL shall have the right, during the term of the contract with the Client and for two years after termination, to audit, upon notice to the Client, the books and records relating to the supply of products to the Client in order to verify whether the products of the drugs, etc. supplied by FTL to the Client are lawfully and properly handled by the Client in accordance with applicable law and contract.

If such audit reveals that the Client has illegally or improperly handled the products of the drugs, etc. supplied by FTL to the Client, and if FTL has suffered any damage as a result of such Client conduct, FTL shall be entitled to claim such damage from the Client.

Article 31: Disclaimer Statement

The Client hereby explicitly confirms and acknowledges that FTL shall not be liable or responsible for any costs, damages or interest (including consequential damages) whether directly or indirectly arising out of or in relation to the Products and/or Order(s) in the following events:

• 1) Unsuccessful delivery that is caused by the shipping arrangement with incorrect/incomplete information of the consignee that is provided by the Client;
• 2) Misdelivery that is caused by the shipping arrangement with incorrect/incomplete information of the order that is provided by the Client;
• 3) Items returned due to the failure of customs clearance in the country of import;
• 4) Any goods confiscated by the customs after import into the country of the consignee, damage to packaging, deficiencies, or other phenomenon occurring during or as a result of customs clearance, disposal by any third parties, loss or damage in transit;
• 5) Loss or damage to parcel/item due to unsuccessful delivery;
• 6) Any goods damaged by natural disasters such as earthquakes, typhoon, tornado, tsunami, or the goods damaged due to an accident during the transportation;
• 7) Any manufacturing / transportation prevented by events of Acts of God, government orders or restraints, war or warlike conditions, blockade, hostilities, revolution, strikes, lockout, civil commotions, fire, epidemics or any other occurrence beyond FTL’s control;
• 8) Any compensations and reparations for any impairment to health, mental, physical disabilities suffered by consumers due to usage of the Products;
• 9) Any cancellation of manufacture due to any act or amendment by manufacturer’s side/ any laws or due to suspension of distribution;
• 10) Any external damage such as stain or crushed packaging having no serious effect on the Products themselves;
• 11) Any property loss due to internet hacking on FTL’s Platform from any external sources such as viruses and spyware during the communication between FTL and Client; or
• 12) Any other property loss due to the FTL’s service suspension or failure.

Article 32: Good Faith Negotiation

Any issues and dispute arising out of this Agreement shall first be resolve through mutual and amicable discussion and negotiation in good faith between FTL and the Client.

Article 33: Disclosure of Information

FTL shall not be liable or responsible with respect to the disclosure of any confidential information in relation to the Client if such information was disclosed under a legal obligation pursuant to any ordinance or any court order requiring FTL to disclose such confidential information.

Article 34: Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of Hong Kong and each party hereby submits to the non-exclusive jurisdiction of the courts of Hong Kong.