Preamble

Scope of Application

These Terms and Conditions ("T&C") govern all trading operations, advisory mandates, structuring services and commercial intermediation activities carried out by WE PLAN INTERNATIONAL TRADE (HK) LIMITED ("the Company"), a private limited company incorporated in Hong Kong under registration number 78071831, with registered office at Room A1, 11/F, Winner Building, 36 Man Yue Street, Hung Hom, Hong Kong.

By engaging the Company — whether through a signed Sales & Purchase Agreement, a Letter of Intent, a Purchase Order, a service mandate or any commencement of execution — the Client accepts these T&C in full, without reservation.

Article 1

Contractual Documents & Hierarchy

All operations are governed by the following documents, in order of precedence:

1. The Sales & Purchase Agreement (SPA)
2. The Proforma Invoice
3. The Purchase Order / ICPO
4. ICC Incoterms 2020
5. These Terms & Conditions
6. Ancillary documents (NCNDA, IMFPA, LOI, BCL, etc.)

In case of conflict, the document of higher rank prevails. These T&C apply subsidiarily for any matter not expressly covered by higher-rank documents.

Article 2

Obligations of the Company

The Company undertakes to:

• apply ICC Incoterms 2020 as agreed in the SPA;
• coordinate required inspections (SGS, Bureau Veritas, Intertek, Cotecna);
• provide all required shipping and trade documents (B/L, COO, Packing List, SGS Report);
• ensure documentary compliance at each step of the operation;
• act with diligence, integrity and full transparency.

The Company's obligation is one of means, not of result.

Article 3

Obligations of the Client

The Client undertakes to:

• provide full and accurate KYC documentation (passport, certificate of incorporation, UBO declaration, proof of address);
• submit a compliant LOI / ICPO;
• provide a Bank Comfort Letter (BCL) or RWA from a Tier-1 bank;
• comply with agreed banking and documentary procedures;
• guarantee the authenticity and accuracy of all information provided;
• meet all payment deadlines as defined in the SPA.

Article 4

Payment & Financial Instruments

Payments and guarantees must be made through ICC-recognised instruments:

• SBLC MT760
• Documentary Letter of Credit (DLC) MT700
• MT103 / SWIFT TT
• Escrow Account

All instruments must be issued by a Tier-1 bank (Top 50 global ranking). The Company reserves the right to refuse any instrument issued by a non-qualifying institution.

In the event of late payment or bank default attributable to the Client, the Company may apply late payment penalties of 1.5% per month on outstanding amounts and may immediately suspend all ongoing operations.

Article 5

Confidentiality & Non-Circumvention

All information exchanged — including supplier/buyer identities, trade routes, pricing and documentary conditions — is strictly confidential. This obligation applies for the duration of the operation and for a period of five (5) years thereafter.

The Client shall not, directly or indirectly, circumvent the Company by entering into commercial relations with counterparties presented or identified by the Company without prior written consent. Any breach exposes the Client to an indemnity equivalent to 10% of the total transaction value, without prejudice to any further legal action.

The Company may require execution of a NCNDA (Non-Circumvention Non-Disclosure Agreement) and/or IMFPA (International Master Fee Protection Agreement) prior to sharing any operational information.

Article 6

Liability

The Company's liability is strictly limited to the transaction value, excluding any indirect damages (loss of profit, loss of opportunity, business interruption). The Company shall not be liable for:

• logistical delays attributable to third-party carriers or port operators;
• customs decisions or import/export restrictions;
• international sanctions or embargoes;
• bank delays or refusal of financial instruments;
• inaccurate or fraudulent information provided by the Client.

Article 7

Data Protection

Personal data collected in the context of trading operations (KYC, UBO, banking information) is processed in accordance with the Personal Data (Privacy) Ordinance, Cap. 486 (Hong Kong), and where applicable, the GDPR (EU 2016/679) for counterparties established in the European Economic Area.

KYC and transaction data is retained for a minimum of seven (7) years from the end of the business relationship, in compliance with AML/CFT obligations. Requests relating to personal data may be addressed to contact@weplanltd.com.

Article 8

Force Majeure

Events of force majeure include, without limitation: natural disasters, international sanctions or embargoes, government-imposed trade restrictions, major port strikes, armed conflicts, declared pandemics, and major cyber-attacks affecting banking or logistics systems.

In the event of force majeure, the obligations of the affected party are suspended for the duration of the event. If the event persists for more than sixty (60) days, either party may terminate the operation without indemnity, by written notification.

Article 9

Governing Law & Dispute Resolution

These T&C are governed by the laws of Hong Kong or, as agreed in the SPA, by English law.

Any dispute arising from these T&C shall be submitted to arbitration before the Hong Kong International Arbitration Centre (HKIAC) or the International Chamber of Commerce (ICC), as agreed in the SPA. The language of arbitration is English. The seat of arbitration is Hong Kong.