Release date: November 2014,
Updated: September 2024.
Our company primarily supplies goods to corporate clients. The catalogues produced by our company, including any special editions and other product catalogues, are intended solely for use by business customers. When a customer qualifies as a consumer under the "Consumer Protection Law of the People's Republic of China" (revised in 2013) ("Consumer Protection Law"), the Consumer Protection Law will apply to these terms.
"Catalogue" refers to any catalogue containing these terms (in any form, whether paper or electronic). The catalogue is the exclusive property of our company at all times; "Our Company" refers to Premier EPITSH Co.,Ltd. or its successors or permitted assignees; "Terms" refer to these terms and conditions; "Contract" refers to any contract between our company and the customer regarding the sale and purchase of goods; "Customer" refers to a natural person or legal entity whose purchase order for goods has been accepted by our company; "Goods" refer to the products or services supplied by our company to the customer, including their packaging and goods or services replaced under these terms; "Value-Added Tax (VAT)" refers to the tax levied on goods and services under the "Interim Regulations on VAT of the People's Republic of China"; "Services" refer to any services provided by our company or to be provided to the customer; "China" refers to the People's Republic of China; "Renminbi (RMB)" refers to the official currency of China; "Trademark" refers to the trademarks, trade names, service marks, or other names and logos related to the goods that are owned by the company, legally licensed, or actively used; "In writing" includes forms such as mail, courier, or electronic communications, such as fax, email, instant messaging tools, etc. Any legislation or regulations mentioned in these terms include any re-enactment, revision, or replacement documents of such legislation or regulations.
All orders accepted by our company are subject to and governed by these terms. To the maximum extent permitted by law, these terms replace and exclude any terms or conditions mentioned or involved in any negotiations or transactions between our company and the customer, or any terms or conditions stated in the customer's standard terms and conditions. In the event of any conflict between: The provisions of the catalogue and these terms; or The provisions of the order and these terms; These terms shall prevail unless our company agrees otherwise in writing. These terms, together with any terms of the orders accepted by our company, constitute the entire agreement between our company and the customer regarding the ordering of goods. Any changes to these terms are invalid unless expressly agreed upon in writing by our company.
The prices of goods are calculated in Renminbi or U.S dollar and do not include VAT, customs duties, and other taxes, nor do they include any related shipping, service, and handling fees borne by the customer at the time of shipment. Our company will make reasonable efforts to ensure the accuracy of the prices listed in the catalogue and on the company website; however, these prices are not binding, and our company reserves the right to change prices at any time without notice. The prices charged by our company will be the prices confirmed at the time the order is accepted. If the goods ordered by the customer are non-stock items or products to be delivered on a specified future date, the agreed prices for the goods are only provisional prices. The final prices of the goods will be based on the applicable prices at the time of actual shipment by our company. Our company will make reasonable efforts to promptly notify the customer in writing of the final applicable prices. Goods requiring additional services or specially customised services as requested by the customer shall have their prices determined by separate written quotations from our company.
Unless otherwise agreed in Article 5 of these terms or by separate written agreement between both parties, the customer shall prepay the full amount of the goods without any deductions, offsets, or prepayments before our company ships the goods. Payment timing is a critical factor. If the customer fails to make payment by the due date, without prejudice to any other rights or remedies, our company has the right to: Cancel any order or suspend any further delivery or performance; Apply any amounts already paid by the customer to the payment of the goods (or goods under any other contract) at our company's discretion; and Charge interest on the unpaid amount (before and after judgment) at the one-year loan prime rate published by the People's Bank of China from time to time plus 2%, until fully paid (for interest calculation purposes, any period less than one month is treated as a full month). If our company must take legal action to request payment of unpaid amounts, the customer shall bear all legal fees and other costs or expenses incurred by our company in asserting such rights.
If customers wish to transact with our company, they must submit orders in writing. A transaction is established only when our company accepts the order in writing and issues an order confirmation. Our company reserves the right to inform customers in writing within a reasonable period to refuse any corporate or individual orders or to accept only part of the ordered goods. However, if our company does not respond in writing to a customer's order request, it does not imply acceptance of the order. To avoid duplication, any written confirmation sent for telephone orders must clearly indicate "Confirmation." Our company will not be responsible for orders not marked as such and will charge for duplicate orders accordingly. Once our company accepts an order, the customer cannot unilaterally cancel all or part of the order without prior written consent. Without affecting the general applicability of this provision, orders for goods not listed in the catalogue, non-stock items, products sourced from Newark, computer or software products, goods containing hazardous materials, and/or consumables cannot be cancelled under any circumstances. To the fullest extent permitted by law, our company reserves the right to unilaterally cancel orders by notifying the customer in writing within a reasonable period. If our company cancels any order, it will refund any payments made by the customer as soon as reasonably practicable (if applicable). Except for specific goods, especially those not listed in the catalogue or non-stock items, our company does not impose minimum order quantities or amounts. For the aforementioned specific goods, our company will make reasonable efforts to inform the customer before accepting the order. Before order shipment, the customer must provide a taxpayer identification number or a unified social credit code to our company. If the customer fails to provide this, resulting in the VAT invoice not including the taxpayer identification number or unified social credit code, the customer will bear the relevant responsibilities, and our company will not reissue the invoice. For each order with a total pre-tax price of less than RMB 275 (inclusive), our company will charge a service fee of RMB 35. This fee does not include VAT, other taxes, or discounts.
For in-stock goods, orders placed before 12:00 PM from Monday to Friday will be shipped on the same working day, provided they comply with the company's financial credit policies. Orders received after 12:00 PM will be shipped on the next working day. However, our company makes no promises regarding these shipping times. The above terms do not apply to heavy goods marked with "H" next to the order code in the catalogue, bulky and/or hazardous items, non-catalogue goods, or goods sourced through special procurement channels. For such goods, our company reserves the right to charge additional transportation, packaging, or transit insurance fees and will make every reasonable effort to notify the customer in advance. Our company will make reasonable efforts to adhere to the delivery and/or performance schedules submitted to the customer. However, except as described in Article 8 below, our company shall not be liable to the customer for any undelivered, unperformed, or delayed delivery or performance. Delivery and/or performance dates are only estimated times and are not considered critical contractual matters. Delivery can be completed at the location specified by the customer. Our company may use any delivery method available. Unless otherwise agreed in writing by both parties, our company reserves the right to deliver or perform in instalments. Even if our company fails to deliver or perform on the agreed date, it does not impede or restrict our right to make subsequent deliveries or performances in instalments as per the relevant contract. If the customer specifies a delivery date, it must not exceed three (3) months from the date the order is accepted. Unless otherwise agreed, the standard delivery documents provided for each batch of delivery are a single invoice and a single delivery note.
After delivery and performance, the customer must reasonably and promptly inspect the delivered goods. If any defects, damaged packaging, shortages in quantity, non-conformity in specifications, or other quality issues are found, the customer must notify our company in writing within seven (7) days of receiving the goods and provide relevant evidence. Our company will decide on the necessary remedial measures based on the actual situation, including but not limited to replacing goods, supplementing quantities, providing repair services, or refunding the purchase price. The software included with the goods is not written by our company, so the customer is responsible for checking for viruses, defects, backdoors, or other malicious programs and ensuring the software's suitability before use. Any quantity of shipped goods recorded by our company when sending goods from its business premises shall be conclusive evidence of the quantity received by the customer upon delivery, unless the customer can provide conclusive evidence to the contrary. Unless the customer issues a written notice to our company within seven (7) days from the date the goods should have been delivered or the service should have been performed under normal circumstances, our company shall not be liable for any undelivered goods or unperformed services. For undelivered or unperformed goods, our company's liability is limited to delivering the goods or refunding the payment for such goods at our discretion within a reasonable time.
All specifications, drawings, demonstrations, descriptions, and details regarding weight, size, capacity, or other specifics, including but not limited to any statements regarding compliance with legislation or regulations (collectively referred to as "Specifications"), wherever they appear (including but not limited to catalogues, shipping documents, invoices, or packaging), are intended to provide a general idea of the goods and do not constitute part of the contract. If any Specifications of the goods are inconsistent with the producer's specifications, the latter shall prevail. Our company will take all reasonable measures to ensure the accuracy of the Specifications (but only based on the information provided by suppliers). If there are errors or omissions in the product descriptions, whether due to our company's negligence or otherwise, our company disclaims all contractual, tortuous, statutory, or other liabilities to the fullest extent permitted by law. As part of a continuous improvement programme or to comply with legislation, our company may make any changes to the goods.
The risk of damage or loss of the goods and ownership shall transfer to the customer either when the goods are unloaded from our company's carrier at the customer's premises or when the goods are received by the customer or their representative (whichever occurs first). Notwithstanding the above, until our company has received the full amount payable for the goods from the customer, the customer must not place any lien, pledge, or other security interest on the goods, nor derive any benefits from the goods. The customer must store each batch of goods separately and, where reasonably possible, associate them with specific invoices. Our company is not bound by any agreements between the customer and their customers. If the company has not received full payment by the due date and the customer still fails to pay in full after reminders, the company may, without prior notice, repossess the goods and enter any property occupied or possessed by the customer for this purpose. If the goods become unidentifiable due to mixing, processing, or use, or are irreversibly incorporated into, mixed with, or used for the manufacture of another product, ownership of such goods shall belong to the customer. However, until the full payment for such goods is made, any proceeds from the sale equivalent to the unpaid amount shall remain held by our company and managed by the customer.
Customers must not return any goods without our company's prior written consent. Before returning any goods for any reason, the customer must contact our company and obtain a Return Merchandise Authorisation (RMA) number. Under the relevant laws and regulations of the People's Republic of China, our company will not unreasonably refuse or delay accepting return requests. Customers must keep the goods and original packaging intact and undamaged and are responsible for returning the goods to our company. They must also provide a receipt and the corresponding goods invoice or a "Notice for Issuing Special VAT Invoices" issued by the customer's local tax authority. All risks and costs arising from returns are borne by the customer. Our company implements a 30-day return policy. To make a return beyond this period, the customer must return the goods to our company within 30 days from the invoice date. Upon receiving the RMA, the customer must return the goods as required and clearly mark the return authorization number (RMA), customer account number, and order number on the outer packaging. Goods containing software, specially constructed goods, or goods containing any hazardous substances mentioned in the "Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment" ("RoHS") cannot be returned. Any goods not listed in the catalogue or non-stock items cannot be returned. Electrostatic-sensitive goods or moisture-sensitive components (MSL) provided in sealed packaging cannot be returned if their original packaging has been opened, tampered with, or damaged. Our company may, at its discretion, charge a restocking fee of 20% of the invoice amount (with a minimum fee of $100.00) for goods returned for reasons such as "not needed," "wrong order," or "packaging/DC does not meet requirements (not raised before ordering)."
The company shall not be liable for any loss, damage, cost, claim, or expense arising from the company's, its employees', agents', or contractors' negligence in failing to provide advice or information, or providing incorrect advice or information. These terms do not exclude or limit the company's liability for death or personal injury caused by its negligence or fraudulent misrepresentation. Nothing in this clause excludes or limits the Company's liability for death or personal injury caused by its negligence or misrepresentation. Except for the rights explicitly stated in these terms allowing customers to request repair or replacement of goods, re-provision of services, or refund of any paid amounts, the company shall not be liable to customers for any damage, direct or indirect or consequential loss (including but not limited to pure economic loss, loss of profits, loss of business, loss of use, data loss, computer downtime, damage to goodwill, business interruption, increased procurement or production costs, opportunity loss, contract loss, and the like) arising from or related to the following circumstances, regardless of whether such liability arises from contract, tort (including negligence), breach of statutory duty, restitution, or other obligations: Any actions by the company at the customer’s premises or related to any goods or their production, sale, use, characteristics, or caused by the company's, its employees', agents', or subcontractors' failure or delay in performing or delivering; Any breach of express or implied terms of the contract by the company; The use, manufacture, resale, or continued provision of any goods or any products developed using them; Any actions by the company at the customer’s premises; Any statements made or not made by the company or its representatives, or any advice given or not given (including but not limited to any statements regarding compliance with legislation or regulations); or Other provisions under the contract. Except as otherwise provided in the second paragraph of Article 11, these terms constitute the company’s entire liability to the customer regarding the goods and replace and exclude all other warranties, conditions, and terms implied by statute or common law, except where the law prohibits exclusion or limitation. The company's total liability under contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise shall be limited solely to the company’s option to repair the goods, replace the goods, re-perform the services, or refund the amount paid for the goods. To the fullest extent permitted by law, the company excludes all express or implied, statutory, customary, or other conditions, warranties, and terms (except those stipulated in these terms or provided under these terms). Without such exclusion, such conditions, warranties, and terms would or might exist for the benefit of the customer. If the goods are used to store user data, and repair would result in the loss of such data, the company excludes liability for such data loss to the fullest extent permitted by law and advises customers to take measures to back up such data before sending the goods back to the company for repair. The company’s employees, agents, or subcontractors may rely on and enforce these terms' liability exclusions and limitations in their own names or for their own benefit.
The customer acknowledges that the goods, technology[1] or software (collectively referred to as "Products") purchased from Epitsh Inc. or its subsidiaries or affiliates (collectively EPITSH) are subject to chinese export laws and other applicable import and export laws of relevant jurisdictions. The customer provides the following assurances: The customer will not use EPITSH products for chemical, biological, or nuclear weapons, rocket systems (including ballistic missile systems, military aerospace launchers, and sounding rockets), unmanned aerial vehicles capable of launching such weapons, the development of weapons of mass destruction, or any other end use prohibited by applicable laws. Unless appropriate export approvals or licenses are obtained from the relevant government authorities, the customer will not export, re-export, or transfer (or facilitate the export, re-export, or transfer) any EPITSH products directly or indirectly to any embargoed or sanctioned countries/regions, jurisdictions, individuals, businesses, organizations, or entities. This includes embargoes or sanctions implemented by the United States, the European Union, or other relevant governments. When the customer is responsible for exporting, re-exporting, transferring, or importing EPITSH products, the customer shall obtain the necessary licenses or permits as required by the relevant and applicable laws. Furthermore, EPITSH will only arrange for the export, re-export, or transfer of products if compliance with the relevant and applicable laws is ensured. The customer will not export or re-export EPITSH products to Belarus, Cuba, Iran, North Korea, Russia, Russian-occupied regions of Ukraine, or Syria. Note: These countries/areas are subject to change at any time. When the end use involves supercomputers, advanced node integrated circuits, advanced computing, or semiconductor manufacturing supercomputers[2]、advanced node integrated circuits (ANICs)[3], advanced computing[4] orsemiconductor manufacturing[5]，the customer will not use EPITSH products in USA, nor export, re-export, or transfer them to countries/regions listed underEAR 744.23nor use EPITSH products within those countries/regions covered byEAR 744.23 When the end use is military, or the end user is located in countries/regions listed under EAR 744.21, the customer will not use, export, re-export, or transfer EPITSH products. To comply with the terms and conditions of various export, re-export, transfer, or import laws related to EPITSH products, when EPITSH requests import/export information related to these products, the customer agrees to provide all information requested by EPITSH. Even though the customer provides the above assurances, if any order does not meet these conditions, the customer will inform EPITSH at the time of placing the order. The customer understands that this may result in EPITSH cancelling the order. The customer declares and warrants that it is a non-government (non-defence-related)[6] or non-military [7] end user and shall not use the goods for government (non-defence-related) [6] or military [7] purposes. The customer commits not to provide the goods to government (defence-related) or military [6] or military [7] end users or for government (non-defence-related) [6] and military [7] purposes. This assurance remains valid even after the customer's purchase orders with EPITSH are completed. *The following Chinese translation is for reference only, please refer to US EAR or https://www.federalregister.gov/documents/2022/10/13/2022-21658/implementation-of-additional-export-controls-certain-advanced-computing-and-semiconductor for the original text. 1 Technology includes "technical data" and "technical assistance." "Technical data" can be in the form of written information or recorded on media or devices (such as disks, tapes, or read-only memory) and includes designs, charts, models, technical analysis tables, engineering plans, design processes and specifications, as well as manuals and instructions. "Technical assistance" refers to help provided through guidance, skill training, work knowledge, or consulting services. 2 "Supercomputer" refers to a computing system with a collective maximum theoretical computational capacity of 100 or more double-precision (64-bit) petaflops or 200 or more single-precision (32-bit) petaflops within a range of 41,600 cubic feet or less. 3 "Advanced Node Integrated Circuits" are defined under EAR 734 and 744 as integrated circuits that meet the following criteria: Utilize non-planar transistor architectures or have a "process" technology node of 16/14 nanometers or below for logic integrated circuits. NAND storage integrated circuits with 128 layers or more; or Dynamic Random-Access Memory (DRAM) integrated circuits using a "production" technology node of 18 nanometers half-pitch or smaller. 4 "Advanced Computing" includes logic integrated circuits using non-planar transistor structures or having a production technology node of 16nm or 14nm or below; storage integrated circuits (NAND) with 128 layers or more; or DRAM integrated circuits with a half-pitch of 18nm or smaller. It also encompasses the manufacture of programmable integrated circuits with a bidirectional transfer rate of 600 GB/s or higher on all inputs and outputs, excluding volatile memory, as well as any computers, electronic components, assemblies, software, or technologies capable of meeting or simulating such performance parameters. 5 "Semiconductor Manufacturing Equipment" refers to chip manufacturing equipment controlled for end-use purposes. For any items not classified under EAR99, regardless of their specific Export Control Classification Number (ECCN), as long as their export is intended for the development or production of front-end integrated circuit manufacturing equipment and their components, and these items are not classified as 3B001 (excluding 3B001.g.h.j), 3B002, 3B991 (excluding 3B991.b.2), or 3B992, the export of such items is not restricted under these rules. 6 "Government Enterprise" refers to state-owned enterprises, defined as legal entities where the state/government owns complete ownership and control or holds a controlling interest (i.e., holding over 50% of shares), enabling the state/government to participate in business activities, separate from their public administrative functions. In other words, if the government owns at least 50% of a company's shares, the company is considered a government enterprise. 7 "Ultimate Military User" refers to: (1) National armed forces (including the army, navy, marines, air force, or coast guard), as well as national guards and national police, government intelligence, or reconnaissance organizations; (2) Any entity whose actions or functions are intended for "ultimate military use."
If the law stipulates a minimum age for purchasing certain products, the customer confirms that they personally meet the age requirements and that the products will be delivered to individuals who comply with the relevant age restrictions.
The products provided by the company are not designed or authorized for the following purposes, nor are they suitable for the following uses: landmines, nuclear equipment or nuclear weapons, chemical or biochemical weapons, missile technology, space or aircraft or air traffic applications, life-support equipment, surgical implant devices, or any other purposes where the failure or malfunction of the products could reasonably be expected to cause personal injury, death, severe property damage, or environmental harm. The use of products in or inclusion in the above-mentioned devices, systems, or applications is strictly prohibited (unless the company provides written consent that such restrictions do not apply to specific products). Such use is at the customer's own risk. If liability or expenses (including costs) arise from such use, the customer shall indemnify the company and its suppliers, even if such damage is attributable to defective design or manufacturing.
If the company's delay or failure to perform any obligation under these terms is due to any reason beyond the company's reasonable control (including but not limited to government actions, wars, fires, widespread epidemics, explosions, floods, disastrous weather, import/export controls or embargoes, labour disputes, or inability to supply goods or labour, hereinafter referred to as "Force Majeure Events"), the company shall not bear any form of liability to the customer for such delay or failure to perform, nor shall it be considered a breach of contract. After the occurrence of a Force Majeure Event, the company may choose to delay the performance of all or part of the contract or cancel all or part of the contract.
The company provides repackaging services for specific products in accordance with these terms. This service applies to products designated by the company from time to time as eligible and the customer may clearly indicate the need for repackaging services when placing an order. The company reserves the right to change the designated products and to charge additional fees for this service, except for orders already accepted under these terms when changes occur.
All contracts shall be interpreted and governed by the laws of the People’s Republic of China. Disputes arising from or related to these terms or any contract shall be subject to the jurisdiction of the people's courts where the company is located.
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