Terms of Service
TERMS OF SERVICE
HOYUANG INTERNATIONAL CO., LTD. (d/b/a With Yu)
TERMS OF USE
Last Updated: July 10, 2025
TERMS OF USE AND CONDITIONS OF PURCHASE Welcome to HOYUANG INTERNATIONAL CO., LTD. (d/b/a With Yu) and our Terms of Use and Conditions of Purchase (these “Terms”)
SECTION 1.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
SECTION 14 OF THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH HOYUANG INTERNATIONAL CO., LTD., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These Terms apply to the use and purchase and sale of products and services through the With Yu website, www.withyu.com.tw, (the “Site” and together with such services, the “Services” or “Products”). These Terms are subject to change by HOYUANG INTERNATIONAL CO., LTD. d/b/a With Yu (referred to as “W/YU”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Site that apply generally to the use of our Site. You should also carefully review our Privacy Policy and Cookie Policy (which are both incorporated herein) before placing an order for products or services through this Site (see Section 9). You can read our Privacy Policy here. You can read our Cookie Policy here.
SECTION 2. ORDER ACCEPTANCE & CANCELLATION
You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between W/YU and you will not take place unless and until you have received your order confirmation email. You may cancel your order at any time before it is accepted or dispatched, provided it is not a pre-order item. Pre-order items are made-to-order or reserved in advance and cannot be canceled once the order is placed. If you wish to cancel an eligible order, please contact us as soon as possible. Once the order has been accepted or dispatched, cancellation may no longer be possible.
SECTION 3.
SHOPIFY ur store is hosted on the Shopify Inc. platform (www.shopify.com), which provides us with the online e-commerce infrastructure that enables us to offer and sell our products and services to you. Your data is stored through Shopify’s data storage systems, databases, and general platform applications. Shopify is an independent third-party service provider and is solely responsible for its own infrastructure and data handling practices. For more information about how Shopify processes and protects your data, please refer to their Terms of Service here and/or Privacy Policy here.
SECTION 4. TERMS OF SALE
1. PRODUCTS – From time to time, you may have the ability to purchase Products through the Services for delivery to third parties as gifts (“Gifted Products”). Gifted Products are not refundable or redeemable for cash, except as required by applicable law. Gifted Products must be delivered to the recipient in accordance with W/YU’s then-current procedures, which may include providing accurate recipient information and complying with any additional requirements set forth by W/YU. W/YU reserves the right to refuse, cancel, or modify any Gifted Product order that does not comply with these Terms or applicable laws and regulations.
2. PAYMENT AND BILLING INFORMATION – By providing a credit card or other accepted payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processors, including Shopify, Stripe, and PayPal) to charge your payment method for all charges incurred for the purchase of any Products (including any applicable taxes and other charges, such as shipping and handling) (each such purchase, an “Order”). You are responsible for, and agree to pay, all such charges. If we or our third-party payment processor(s) cannot obtain authorization for charges to your payment method, or if any amounts you authorize us to charge are reversed, disputed, or charged back for any reason, we may, at our discretion and in addition to any other remedies available to us: cancel or suspend any undelivered portion of your Orders, make additional attempts to charge your payment method, and/or pursue any lawful means to collect payment for outstanding amounts due. You agree to maintain a valid and current payment method. Failure to do so shall not be deemed a cancellation of any existing Order, and W/YU reserves the right to fulfill and charge any Order using the most recent valid payment method on file. To update your payment information associated with your With Yu account, please log into your customer portal or contact us for assistance.
3. PRICING AND AVAILABILITY – All prices listed on this Site are in New Taiwan Dollars (NTD) and are subject to change without prior notice. Any applicable taxes, shipping fees, and other charges, if any, are additional unless otherwise stated. We reserve the right to modify or discontinue any product offerings and to adjust pricing at our sole discretion at any time. We are not responsible for pricing errors, typographical inaccuracies, or other mistakes in any offer, and we reserve the right to cancel any Orders resulting from such errors, even after confirmation.
4. SUBSTITUTIONS – All of our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products, and to substitute Products (including, but not limited to, specific components, ingredients, or entire shipments) without prior notice. We strive to provide you with high-quality Products, and given the perishable nature of certain Products and market conditions beyond our control, we may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact us at customer@withyu.com.tw.
5. TAXES – All prices displayed on this Site include applicable sales tax in accordance with Taiwan tax regulations. No additional tax will be added at checkout. We reserve the right to update our pricing to reflect changes in applicable tax laws or regulations. Customers are responsible for any customs duties, import taxes, or related charges that may apply to international orders outside of Taiwan.
6. SHIPPING AND HANDLING – Shipping and handling charges will be applied at checkout and may vary based on order size, delivery location, and selected shipping method. We reserve the right to adjust shipping and handling charges from time to time, but any applicable fees will be clearly stated before you complete your purchase. We currently use Yamato Transport for orders within Taiwan. For international orders, we use UPS, SF Express, and Chunghwa Post. Actual delivery times may vary depending on destination and shipping conditions. Title and risk of loss pass to you upon our handover of the Products to the designated courier.
7. DELIVERIES – Upon receipt of any Products from With Yu, you are solely responsible for promptly inspecting the shipment and determining whether the Products are in acceptable condition and suitable for consumption. If you believe that any item in your order is not in acceptable condition, please contact us at customer@withyu.com.tw with photographs of the item(s) in question and discard the affected Products.
All risk of loss or damage passes to you upon our handover of the Products to the designated shipping courier. You are solely responsible for the proper handling, storage, and use of the Products after delivery. With Yu shall not be liable for any issues arising from improper handling, storage, or usage by the recipient.
For deliveries within Taiwan, Products are shipped via Yamato Transport. For international orders, shipping is generally handled by UPS, SF Express, or Chunghwa Post; however, we reserve the right to use alternative carriers as necessary. Delivery dates are estimates only and may vary due to external factors beyond our control, such as weather conditions, customs clearance, or unforeseen courier delays. In the event of a delay, please inspect the contents upon receipt and contact us at customer@withyu.com.tw with any concerns, including supporting photographs.
If you are not available at the time of delivery, the courier may leave the package at your door or another accessible location at their discretion. Any individual present at the delivery address who accepts the order shall be presumed to be authorized to do so. If timely delivery is not feasible, With Yu reserves the right to cancel the affected delivery and issue a refund or credit for the undelivered Products.
8. NO RESALE – You are not permitted to resell or otherwise use the Products for commercial purposes.
9. RETURNS AND REFUNDS
9.1 Standard Return/Refund Policy
(a) In order to maintain the integrity of our Products during shipping, we are not able to accept returns.
(b) If you are not completely satisfied with your Products for good reason, please contact customer@withyu.com.tw within seven (7) days of receipt. We will review your order and any reported issues and offer an appropriate resolution, which may include a replacement of the Product in question, credit towards your next order, or a partial or full refund. Since we are unable to physically access the Product, we may request that you provide photographs of the Product label and any reported damage.
(c) We are not responsible for the condition of any delivery if:
(i) the shipping address is entered incorrectly;
(ii) a change of address is not updated prior to the invoice date
(or subscription cutoff date, if applicable);
(iii) the address is altered while in transit; or
(iv) the order is not retrieved on the guaranteed delivery date and we were not notified in advance.
(d) When placing your order, please ensure your shipping address is entered correctly and review your receipt or account information for any errors. If you notice an error after placing your order, contact customer@withyu.com.tw immediately. If your shipping address changes, please update it before the invoice date either via the customer portal or by contacting us directly. Additional information on updating your address can be found on our FAQ page.
(e) If your order is returned to us due to an incorrect address provided or refusal of delivery after shipment under our standard terms, we must dispose of the contents and no refund will be issued. Likewise, if delivery is delayed due to an address error or failure to retrieve the order on the delivery date without prior notice, no refund will be issued.
9.2 Return/Refund Policy for Cancelled Orders
(a) You are liable for any orders placed or charges incurred prior to the submission of a cancellation request.
(b) If a cancellation request is submitted after your order has been invoiced, the cancellation will take effect starting from the next scheduled invoice.
9.3 Return/Refund Policy for Courier-Damaged Products
(a) While we strive to ensure timely and intact deliveries, delays or damage may occur once a package is in transit via third-party couriers, due to circumstances beyond our control such as weather or accidents.
(b) In the event of damage caused by improper courier handling or delayed delivery, we are happy to file a claim and arrange a replacement shipment.
(c) To initiate a claim, please contact customer@withyu.com.tw within seven (7) days of receipt, and provide:
(i) a description of the damage; and
(ii) one or more clear photographs of the Product(s) in the condition received.
(d) Claims are time-sensitive and photographic evidence is required to support any damage-related request.
9.4 Return/Refund Policy for Damaged Products (Non-Courier Related)
(a) In the unlikely event that your Product is damaged due to causes unrelated to the courier, please email customer@withyu.com.tw within seven (7) days of receipt.
(b) Please include:
(i) a description of the damage;
(ii) one or more photographs of the Product(s) in the condition received.
(c) We will review your order and the reported issue and offer an appropriate resolution, which may include a replacement of the affected Product, credit toward a future order, or a partial/full refund.
(d) Since we cannot physically inspect the Product, we may request additional photographs of the Product label and damage for verification purposes.
SECTION 5. LICENSE TO ACCESS AND USE OUR SITES AND CONTENT
Unless otherwise indicated in writing by us, the Sites and all content and other materials contained therein, including, without limitation, the With Yu and W/YU logos and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of W/YU or our licensors, as applicable, and are protected by Taiwan and international copyright laws.
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Sites and Content. However, such license is subject to these Terms and does not include any right to:
(a) sell, resell, or use commercially the Sites or Content;(b) distribute, publicly perform, or publicly display any Content;(c) modify or otherwise make any derivative uses of the Sites or Content, or any portion thereof;(d) use any data mining, robots, or similar data gathering or extraction methods;(e) download (other than for page caching) any portion of the Sites or Content, except as expressly permitted by us; or(f) use the Sites or Content other than for their intended purposes.
Any use of the Sites or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright, or other proprietary rights of W/YU or any third party, whether by estoppel, implication, or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the Sites and Content may include software components provided by W/YU or a third party that are subject to separate license terms (e.g., Shopify, Stripe, PayPal, etc.), in which case those license terms will govern such software components.
SECTION 6. TRADEMARKS
“WITH YU”, “W/YU”, “HOYUANG INTERNATIONAL”, W/YU logos, and any other W/YU product or service names, logos, or slogans that may appear on the Sites or Products are trademarks of W/YU and may not be copied, imitated, or used—whether in whole or in part—without our prior written permission. You may not use any metatags or other “hidden text” utilizing “WITH YU”, “W/YU”, “HOYUANG INTERNATIONAL”, or any other name, trademark, or product or service name of W/YU without our prior written permission. In addition, the look and feel of the Sites and Products—including, without limitation, all page headers, custom graphics, button icons, and scripts—constitute the service mark, trademark, or trade dress of W/YU and may not be copied, imitated, or used—whether in whole or in part—without our prior written permission.
All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated, or used—whether in whole or in part—without the permission of the applicable trademark holder.
Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by W/YU.
Trademark Registrations:
• W/YU Reg. No. 02284895, 02283729; Serial No. 111059649, 111059650
• HOYUANG INTERNATIONAL Reg. No. 01437926, 01428085, 01430325, 01425890; Serial No. 099000101, 099000102, 099000099, 099000103
SECTION 7. HYPERLINKS
W/YU makes no claim or representation regarding, and accepts no responsibility for, the content, quality, reliability, or nature of third-party websites accessible by hyperlink from the Sites or of websites linking to the Sites. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes, or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement, or adoption of any site or any information contained therein.
When you leave the Sites, you should be aware that our terms and policies no longer govern. Your use of any such third-party site will be subject to its own terms and policies. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.
SECTION 8. THIRD PARTY CONTENT AND INTERACTIONS
We may display content, advertisements, and promotions from third parties through the Services, including content that may accompany shipments of Products (collectively, “Third Party Content”). We do not control, endorse, or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness.
You acknowledge and agree that any interactions between you and third parties providing Third Party Content are solely between you and such third parties, and that W/YU is not responsible or liable in any manner for such interactions or Third Party Content.
SECTION 9. USER CONDUCT
You agree that you will not violate any law, contract, intellectual property or other third-party right, or commit a tort, and that you are solely responsible for your conduct while accessing or using the Sites. You agree that you will abide by these Terms and will not:
(a) Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
(b) Use or attempt to use another user’s account without the express authorization of such user and W/YU;
(c) Use the Sites in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Sites, or that could damage, disable, overburden, or impair the functioning of the Sites in any manner;
(d) Reverse engineer any aspect of the Sites, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area, or code of the Sites;
(e) Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Sites that you are not authorized to access;
(f) Develop any third-party applications that interact with the Sites without our prior written consent;
(g) Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Sites, extract data, or otherwise interfere with or modify the rendering of Site pages or functionality;
(h) Bypass or ignore instructions contained in the robots.txt file that controls automated access to the Sites; or
(i) Use the Sites for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
SECTION 10. FEEDBACK
You may submit questions, comments, suggestions, ideas, original or creative materials, or other information about W/YU, the Sites, or the Products (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of W/YU. W/YU shall be free to use (and allow others to use) such Feedback, including, without limitation, all intellectual property rights in and to such Feedback. W/YU shall be entitled to the unrestricted dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
SECTION 11. INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless W/YU and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “W/YU Parties”) from and against all actual or alleged W/YU Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to:
(a) your use or misuse of the Sites, Content, or Products;
(b) any Feedback you provide;
(c) your violation of these Terms;
(d) your violation of the rights of another;
(e) any third party’s use or misuse of the Sites or Products provided to you; and
(f) any User Content you create, post, share, or store on or through the Sites or our pages or feeds on third party social media platforms. You agree to promptly notify W/YU of any third party Claims and to cooperate with the W/YU Parties in defending such Claims. You further agree that the W/YU Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and W/YU.
SECTION 12. DISCLAIMERS
YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE HANDLING, PREPARATION, STORAGE, COOKING, USE, AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND FOR VERIFYING THE SUITABILITY OF ALL PRODUCTS AND THEIR INGREDIENTS BEFORE HANDLING, PREPARING, USING, OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT PRODUCTS ARE PACKAGED AND STORED IN FACILITIES THAT MAY HANDLE FOODS WITH ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS, AND TREE NUTS), AND WE CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.
We attempt to display product pricing, descriptions, ingredient lists, and nutritional information as accurately as possible, but cannot guarantee complete accuracy. However, OUR SITES, THEIR CONTENTS, AND ALL INFORMATION, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH OUR SITES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, W/YU, ITS SUBSIDIARIES, AND ITS AFFILIATES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO OUR SITES, THEIR CONTENTS, AND THE INFORMATION, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH THESE SITES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, W/YU, ITS SUBSIDIARIES, AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO:
(A) TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE;(B) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE;(C) RELATING TO THE SECURITY OF THESE SITES;(D) THAT THE INFORMATION ON THESE SITES, INCLUDING NUTRITIONAL AND PRICING INFORMATION, IS ACCURATE, COMPLETE, OR CURRENT; OR(E) THAT THESE SITES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
In the event of an error in the Services, including in an order confirmation, or in processing or delivering an order or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel your order and issue you a refund.
You further agree that the products and other materials you receive in your order may vary from the products and materials displayed on our websites and/or mobile applications due to a number of factors, including, without limitation, differences in how your computer or mobile device displays text and/or images, natural variability of products, distinct cooking or other preparation methods, and variability of cooking equipment and appliances.
The Sites may contain information about products that are not available in every location. A reference to a product on the Sites does not imply or guarantee that it is or will be available in your location or at the time of your order.
We reserve the right to change any and all Content and to modify, suspend, or stop providing access to the Sites (or any features or functionality of the Sites) and the Products at any time without notice and without obligation or liability to you.
Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, vendor, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this Section may not apply to you.
SECTION 13. LIMITATION OF LIABILITY; RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL W/YU OR ANY OF THE OTHER W/YU PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:
• LOSS OF REVENUE, INCOME, OR PROFITS;
• LOSS OF USE OR DATA;
• LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES; OR
• DAMAGES FOR BUSINESS INTERRUPTION,
arising out of or in any way related to the access or use of the Sites or Content, or the order, receipt, or use of any Product, or otherwise related to these Terms (including, but not limited to, any damages caused by or resulting from reliance by any user on any information obtained from W/YU, or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, trojan horses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to W/YU’s records, programs, or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive, or imputed), strict product liability, or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF W/YU AND THE OTHER W/YU PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO:
(A) THE ORDER, RECEIPT, OR USE OF PRODUCTS PURCHASED FROM W/YU EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND
(B) THE ORDER, RECEIPT, OR USE OF INGREDIENTS, OR ACCESS OR USE OF THE SITES OR CONTENT, EXCEED THE GREATER OF NT5000 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE.
THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE W/YU AND THE OTHER W/YU PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
SECTION 14. DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY AS IT OUTLINES HOW DISPUTES WILL BE RESOLVED. IN PARTICULAR, YOU AGREE TO RESOLVE CERTAIN CLAIMS THROUGH BINDING ARBITRATION RATHER THAN IN COURT OR THROUGH COLLECTIVE LEGAL ACTION.
1. Binding Individual Arbitration
You agree that any claim, dispute, or controversy between you and With Yu arising out of or related to these Terms, the Site, or any Products (collectively, “Disputes”) shall be resolved exclusively through binding individual arbitration, in accordance with the Arbitration Act of the Republic of China (Taiwan). Arbitration shall be final and binding on both parties, and not subject to appeal.
2. No Class Actions or Representative Proceedings
To the extent permitted by applicable law, you agree that all Disputes will be resolved on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. Class arbitration, class actions, and consolidation with other arbitrations are expressly not permitted.
3. Notice and Informal Resolution
You agree to first notify With Yu in writing of any Dispute within thirty (30) days of its occurrence and to engage in good faith efforts to resolve the matter informally. Your notice must include your full name, contact information, a description of the dispute, and the relief sought. If no resolution is reached within thirty (30) days of notice, either party may initiate arbitration.
4. Arbitration Procedure
(a) Any arbitration must be initiated within one (1) year of the date the Dispute arose.
(b) Arbitration will be conducted in Hsinchu City, Taiwan, unless the parties otherwise agree in writing.
(c) The arbitration shall be administered by the Chinese Arbitration Association, Taipei (CAA), or another mutually agreed arbitration body, under the rules then in effect.
5. Authority of the Arbitrator
The arbitrator shall have the exclusive authority to determine the scope and arbitrability of any Dispute and to grant all remedies that would otherwise be available in a court of law. However, the arbitrator shall not have authority to conduct a class arbitration or representative action.
6. Severability
If any provision of this Section is found to be unenforceable, it shall be severed only to the extent necessary, and the remaining provisions shall remain in full force and effect.
7. Opt-Out Option
You may opt out of binding arbitration by notifying With Yu in writing within thirty (30) days of first accepting these Terms. Your written notice must include your full name and a clear statement that you wish to opt out of arbitration. If you opt out, any Disputes will be resolved in accordance with Section 15.
SECTION 15. GOVERNING LAW AND VENUE
These Terms, your access to and use of the Sites, and your order, receipt, and use of the Products shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan), without regard to its conflict-of-law principles. Any Dispute between the parties that is not required to be arbitrated or that cannot be resolved through arbitration under Section 14 shall be subject to the exclusive jurisdiction of the Hsinchu District Court in Taiwan as the court of first instance.
SECTION 16. TERMINATION
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sites and to order, receive, and use the Products, at any time and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event. You will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
SECTION 17. SEVERABILITY
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
SECTION 18. SURVIVAL
The following sections will survive the expiration or termination of these Terms and the termination of your W/YU account: all defined terms and Sections 1-2; 4-15; and 17-19.
SECTION 19. MISCELLANEOUS
These Terms and our Privacy Policy will be deemed the final and integrated agreement between you and W/YU relating to your access to and use of the Sites and your order, receipt, and use of Products. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of W/YU.
No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent, or subsequent circumstance. W/YU’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as expressly provided herein, these Terms are intended solely for the benefit of the parties and do not confer any third-party beneficiary rights.
SECTION 20. CONTACT INFORMATION
For questions, concerns, and/or comments regarding these Terms, please contact us at:
Email: customer@withyu.com.tw
Phone: +886-3-5339520
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WHOLESALE TERMS & CONDITIONS
HOYUANG INTERNATIONAL CO., LTD. (d/b/a With Yu)
WHOLESALE TERMS & CONDITIONS
Last Updated: July 10, 2025
1. Applicability.
(a) These terms and conditions of sale (these "Terms" or “this Agreement”) are the only terms which govern the sale of goods ("Goods") by the seller (“HOYUANG INTERNATIONAL CO., LTD. d/b/a With Yu” or "Seller") to the buyer (“You” or "Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. “Goods” refers to the products purchased at checkout on Seller’s website (www.withyu.com.tw) and/or the products specified in any invoice from Seller to Buyer.
(b) These Terms comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
(c) These Terms do not preclude Seller from entering into an agreement with any other entity or person related to the sale, resale, or distribution of other goods or products, including those that are similar to or competitive with the Goods.
2. Delivery.
(a) The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order and payment in full, subject to availability of finished Goods.
(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to a carrier of Seller’s choice (the "Delivery Point") and instruct the carrier to deliver the Goods to the location specified by the Buyer as indicated at checkout and/or on the invoice using Seller's standard methods for packaging and shipping such Goods.
(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. Payment for each shipment shall be due as invoiced.
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
(i) risk of loss to the Goods shall pass to Buyer;
(ii) the Goods shall be deemed to have been delivered; and
(iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3. Non-Delivery.
(a) The quantity of any installment of Goods as recorded by Seller at the time of dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence to the contrary.
(b) The Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence).
4. Quantity.
If Seller delivers to Buyer a quantity of Goods up to 3% more or less than the quantity set forth in the sales confirmation or invoice, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods at the price set forth in the Sales Confirmation, adjusted pro rata for the actual quantity delivered.
5. Shipping Terms.
Delivery shall be made FOB (Seller’s place of business).
6. Title and Risk of Loss.
Title and risk of loss passes to Buyer upon delivery of the Goods by the Seller to the carrier.
7. Amendment and Modification.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
8. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods upon receipt (“Inspection Period”), which shall be five (5) business days from the date of delivery. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period, together with such written evidence or other documentation as Seller may reasonably require. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order at checkout and/or on the invoice; or (ii) product’s label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Buyer may elect, at its option, to either: (i) return the Nonconforming Goods to Seller at Buyer’s expense and risk of loss, in which case Seller shall credit or refund the Price for such Nonconforming Goods; or (ii) return the Nonconforming Goods to Seller for replacement, in which case Seller shall arrange and bear the cost of shipping the replacement Goods to the Delivery Point, after receiving Buyer’s return shipment of Nonconforming Goods. Buyer shall ship the Nonconforming Goods to Seller’s facility located at [1 F., No. 15, Ln. 97, Guoguang St., North Dist., Hsinchu City 300015, Taiwan (R.O.C.)].
(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are made on a one-way basis, and Buyer has no right to return Goods purchased under this Agreement to Seller.
9. Price.
(a) Buyer shall purchase the Goods from Seller at the prices set forth in Seller’s published price list in effect at the time of Buyer’s order and/or displayed on Seller’s website.
(b) All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.
10. Payment Terms.
(a) Unless otherwise agreed in writing, Buyer shall pay all invoiced amounts due to Seller on receipt of Seller's invoice or at checkout. Buyer shall make all payments hereunder in NTD (New Taiwan Dollars). Seller has the right to withhold shipment of any Goods until payment is received in full by Buyer.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.67% per month (20% per annum) or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 7 days following written notice thereof.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.
11. Resale of the Goods
(a) Buyer is responsible for all credit risks regarding, and for collecting payment for, all Goods sold to third parties (including end users), whether or not Buyer has made full payment to Seller for the Goods. The inability of Buyer to collect the purchase price for any Goods does not affect Buyer's obligation to pay Seller for any Goods.
(b) Buyer unilaterally establishes its own resale prices and terms regarding Goods it sells, unless otherwise expressly agreed in writing by the parties.
12. Limited Warranty.
SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
13. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER OR NTD3,000 (THREE THOUSAND NEW TAIWAN DOLLARS), WHICHEVER IS LESS; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY RESULTING FROM SELLER'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.
14. Compliance with Law.
Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all licenses, permissions, authorizations, consents, and permits that are necessary to carry out its obligations under these Terms. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate these Terms immediately upon written notice if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Goods. Buyer’s failure to comply with any applicable law or regulation shall be deemed a material breach of these Terms.
15. Intellectual Property Rights.
(a) "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) semiconductor chips, mask works and similar rights; and (vii) all industrial and other intellectual property rights, and all rights, interests, and protections associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, whether registered or unregistered, and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction anywhere in the world.
(b) Subject to the express rights and licenses granted by Seller in these Terms, Buyer acknowledges and agrees that:
- Any and all of Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors;
- Buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under these Terms;
- Any goodwill derived from the use by Buyer of Seller's Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be;
- If Buyer acquires any Intellectual Property Rights in or relating to any product (including any Goods) purchased under these Terms (including any rights in any trademarks, derivative works, or patent improvements relating thereto), whether by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either party; and
- Buyer shall use Seller's Intellectual Property Rights solely for the purpose of performing its obligations under these Terms and only in accordance with these Terms and Seller’s written instructions.
(c) These Terms do not grant either party the right to use the other party's or their affiliates' trademarks except as expressly provided in this Section 15(c). Seller hereby grants to Buyer a non-exclusive, non-transferable, and non-sublicensable license to use Seller's trademarks during the term of this Agreement solely for the purpose of promoting, advertising, and reselling the Goods in accordance with these Terms. Buyer shall promptly discontinue the display or use of any trademark, or change the manner in which a trademark is displayed or used with regard to the Goods, when requested in writing by Seller. Upon termination or expiration of this Agreement, Buyer shall immediately discontinue all use of Seller’s Intellectual Property Rights, including Seller’s trademarks. Other than the express licenses granted by these Terms, Seller grants no right or license to Buyer, by implication, estoppel, or otherwise, to the Goods or any Intellectual Property Rights of Seller.
(d) Buyer shall not:
- Take any action that interferes with any of Seller’s rights in or to Seller's Intellectual Property Rights, including Seller's ownership or exercise thereof;
- Challenge any right, title, or interest of Seller in or to Seller's Intellectual Property Rights;
- Make any claim or take any action adverse to Seller's ownership of Seller’s Intellectual Property Rights;
- Register or apply for registrations, anywhere in the world, for Seller's trademarks or any other trademark that is similar to Seller's trademarks or that incorporates Seller's trademarks in whole or in a confusingly similar part;
- Use any mark, anywhere, that is confusingly similar to Seller's trademarks;
- Engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under these Terms (including Goods) or any Seller trademark;
- Misappropriate any of Seller's trademarks for use as a domain name without prior written consent from Seller; or
- Alter, obscure, or remove any of Seller's trademarks, trademark or copyright notices, or any other proprietary rights notices placed on the products purchased under these Terms (including Goods), marketing materials, or other materials that Seller may provide.
(e) Buyer shall ensure that all Goods sold by Buyer and all related quotations, specifications, descriptive literature, and any other materials carrying Seller's trademark, are marked with the appropriate trademark notices in accordance with Seller's written instructions.
16. Indemnification.
Subject to these Terms, Buyer (“Indemnifying Party”) shall indemnify, hold harmless, and defend Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers (collectively, "Losses"), arising out of or relating to any claim, demand, action, suit, or proceeding brought by a third party, except to the extent that such Losses are caused by the gross negligence or willful misconduct of Seller or its Indemnified Parties, and relating to:
(a) any breach or non-fulfillment of any representation, warranty, or covenant under these Terms by the Indemnifying Party or its Personnel (including employees, contractors, agents, or representatives);
(b) any act or omission of the Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Terms;
(c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of the Indemnifying Party or its Personnel;
(d) the purchase of a Product by any person or entity purchasing directly or indirectly through the Indemnifying Party;
(e) any failure by the Indemnifying Party or its Personnel to comply with any applicable laws; or
(f) any allegation that the Indemnifying Party breached its agreement with a third party as a result of or in connection with entering into, performing under, or terminating these Terms.
17. Termination.
In addition to any remedies that may be provided under these Terms or at law, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, without prejudice to any other rights or remedies of Seller, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences, or has had commenced against it, any proceeding relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
18. Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
19. Confidential Information.
All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement, is confidential, solely for the purpose of performing this Agreement, and must not be used, disclosed, or copied except as necessary to perform this Agreement or as authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. Notwithstanding the foregoing, Buyer may disclose Confidential Information if required by law, provided Buyer gives Seller prompt written notice of such requirement and cooperates with Seller to seek an appropriate protective order. The obligations under this Section shall survive termination or expiration of this Agreement for a period of two (2) years. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
20. Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within 5 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon 5 days' written notice.
21. Assignment.
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
22. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
23. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
24. Governing Law.
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan), without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of Taiwan.
25. Submission to Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by either (a) the Chinese Arbitration Association, Taipei (CAA) in accordance with its Arbitration Rules if the dispute is principally related to trade or transactions in Taiwan, or (b) the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules if the dispute involves international parties or is principally related to international trade. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be Taipei, Taiwan, unless otherwise mutually agreed in writing by the parties.
26. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation, or to such other address as a party may designate by written notice. Notices may be delivered by: (a) personal delivery, (b) nationally recognized overnight courier (with all fees pre-paid), (c) facsimile (with confirmation of transmission), (d) certified or registered mail (return receipt requested, postage prepaid), or (e) email (with delivery/read receipt or other electronic confirmation). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
This Agreement may be signed in counterparts, in electronic or physical form. The parties may execute this Agreement by handwritten or digital signature, and company stamps (chops/seals) are required for each party. After signing and stamping, a scanned or electronically transmitted copy of the executed Agreement (including via email) shall be deemed an original and fully effective.
27. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28. Survival.
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Governing Law, Submission to Arbitration, and Survival.
HOYUANG INTERNATIONAL CO., LTD.
Unified Business Number (UBN): 25071092
Contact Phone: +886 3 5339 520
Email: customer@withyu.com.tw