Supply Chain Management Service Agreement
This agreement is made and entered into by the below parties as of the date last signed.
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Merchant
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Name： Address： ID No.：
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Winit
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Name： Winit（Shanghai)Information Technology Co.,Ltd.
Winit(HK)Trading LimitedAddress：
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1. Service Scope
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1.1. Winit as an independent contractor, is entrusted by Merchant to provide services listed in Appendix I. Winit provides supply chain management solution towards Merchant’s goods by integrating and optimizing the activities from purchasing to selling to end buyer, and assists Merchant to implement such solution.
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2. The Merchant's Responsibilities
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2.1. If Winit provides inventory management service to Merchant, Merchant shall ensure that all its trade is legitimate and legal, ensure that the goods meet the requirements of overseas buyers, the quality standards of importing and exporting countries, corresponding country’s trade control laws, and ensure that the importing goods match the information declared in the third-party systems. Any resulting legal liability and economic loss due to the Merchant’s failure to meet these obligations shall be borne entirely by the Merchant.
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2.2. The Merchant should take full responsibility for the goods, including but not limited to legal responsibility under relevant national laws, regulations, standard applicable to the goods, and unconditionally exempt Winit’s responsibility on the goods.
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2.3. The Merchant shall be responsible for the results of supplying goods, including the quality of the goods, packaging, delivery date, customer service, etc. Any resulting legal liability and economic loss arising from the quality of the goods, packaging, delivery date and customer service etc. shall be borne entirely by the Merchant.
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2.4. The Merchant shall allow Winit to share the information of their goods and orders with the strategic cooperation partners of Winit (not including other E-commerce seller).
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2.5. If the overstock of the goods of the Merchant has been kept in Winit ’s warehouse for more than 12 months, Winit is entitled to cease to provide warehousing services, and require the Merchant to move out their goods within one month. If the Merchant has not moved out the goods within one month,Winit has the right to dispose the goods, and charge the Merchant the extra costs arisen. Any time when the Merchant is 30 days in arrear with the warehousing fees, Winit shall have the right to dispose the goods what is equivalent to arrears at will and get compensated, the price of the goods is subject to the declared price.
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2.6. If Winit and its affiliated companies suffer losses for the reasons of the Merchant, including but not limited to fines or lawsuits due to quality problems, Winit and their affiliates have the right to seize the goods of the Merchant. If the Merchant does not compensate Winit, and their affiliates’ losses within a required period, Winit and its affiliates shall have the right to dispose of the seized goods and get compensated, if it’s not enough to compensate the loss of Winit and its affiliated companies, Winit and its affiliated companies shall reserve the right to trace back to.
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2.7. If the Merchant chooses Winit fulfilment service, the Merchant shall register VAT (Value Added Tax) number or GST (Good and Service Tax) (if applicable) according to the local laws, finish the tax return and pay tax (including but not limited to value-added tax, good and service tax, import-related taxes and fees) in local tax authority according to local laws. The Merchant is obliged to provide valid VAT number or GST number if Winit requires. The Merchant is responsible for lawsuit and penalty by tax authority because of VAT, GST or other tax reasons, and shall compensate Winit and its affiliates for any loss caused.
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2.8. The Merchant shall not disclose Winit and its affiliates’ address, contact information, practical technical information and operation information to any third party. The Merchant shall not by any means disclose, use, display in seller website, authorize others to use Winit’s trademarks, logos, commercial information, technology, global warehouse address and contact information without Winit’s written consent. Otherwise, Winit is entitled to claim compensation for the economic losses caused by the Merchant, including the expected benefits of the information involved, vested interests and other expenses for the breach of contract (including but not limited to attorneys' fees, litigation fees and travel expenses).
a) AU：attorney fees hourly rate ranging 300-950AUD;
b) US：attorney fees hourly rate ranging 300-540USD;
c) UK：attorney fees hourly rate ranging 200-470GBP;
d) DE：attorney fees hourly rate ranging 200-400EUR. -
2.9. Annex III shall applies if the Merchant chooses Returned Goods Manage services.
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2.10 In order to protect the rights of the Merchant, and to avoid account stolen, Merchant should take good care of it’s own account information of Winit website, set the password protection, modify the password immediately once the account operator changes, Merchant shall assume the consequences and responsibilities arising from account stolen.
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3. The Responsibilities of Winit
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3.1. Provide or arrange a third party to provide accurate and timely services.
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3.1.1. If the Merchant chooses Inventory Management Service, the international transportation service is finished when the goods leave exporting country;
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3.1.2. If the Merchant chooses Dispatching Management Service, the last mile service is finished when the goods are passed to last mile carrier;
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3.1.3. If the Merchant chooses Delivery Management Service, the service is finished when the goods are passed to express service provider.
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3.1.4 Winit is not providing services of Cash on Delivery and Door-to-door returns.
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3.2. Responsible for the legal liability and the direct economic losses cause by Winit.
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3.3. Winit is not responsible for the expense of customs clearance and the import duty collected by the government.
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3.4. Winit is only providing Supply Chain Management Service to the Merchant, Winit and its subcontractors are not responsible for the customer service, claim, compensation, and dispute caused by the goods.
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4. Compensation
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4.1. The parties agree that if the goods are damaged by Winit, delayed or lost during the transportation, Winit shall compensate the Merchant in accordance with the relevant provisions, the rules of compensation which will be amended form time to time are released by Winit.
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4.2. Merchant’s goods shall not contain cash and flammable, explosive, fragile and other dangerous items, items related to the infringement of intellectual property, illegal goods, and other goods prohibited by airlines and laws. Winit are not responsible for all losses arising from the violation of the above prohibition provisions by the Merchant, Merchant shall also compensate Winit for the losses caused by Merchant.
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5. Confidentiality
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5.1. If any information concerning secret, intelligence, plan, product, etc. of a party is accessed by the other party for purpose of this agreement, such information shall be treated as confidential and shall not be disclosed to any third party or used for purpose other than this agreement without written consent of the other party, otherwise the breaching party shall bear the losses.
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5.2. Merchant shall not disclose incentives or cooperation method enjoyed and other information during cooperation term to third parties, otherwise, Winit is entitled to claim compensation for the economic losses caused by the Merchant(including but not limited to attorneys' fees, litigation fees, travel expense and other damages). Merchant should compensate Winit for the loss within the time limited by Winit.
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5.3. In addition to this agreement, without the prior written consent of the other party a party shall not use or copy each other's trademarks, logos, commercial information, technology and other information.
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5.4. Confidentiality obligations of both parties shall not terminate due to termination of this agreement.
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6. Intellectual Property
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6.1. The Merchant shall guarantee that the goods’ copyright, trademark, patent and other intellectual property rights are not in violation of the provisions of the relevant countries, otherwise, the Merchant shall take the liability and suffer all the losses, including the loss of Winit.
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7. Cost and payment
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7.1. The Merchant shall pay the related fees (including the entrusted payment) of the service in advance, acknowledge the related costs when submits online trading services requests, and deposit the cost accordingly in its account in the service system. Winit will collect all fees, and issue the bills to the Merchant after the payment is completed. If foreign currency exchanges are required, foreign exchange trading price posted by China Merchants Bank or Winit on the billing date shall be used.
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8. Cost variation
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8.1 Because the related service fees are variable on account of market fluctuation, cost variation will be notified in the form of system announcement on Winit’s website in advance, Merchant should pay attention to the content of the announcement, the new service fees will be implemented by the parities at the time stated in the announcement, Merchant should not refuse to implement the new prices as the reason of failing to focus on such information.
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9. Termination
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9.1 A party may terminate this Agreement with immediate effect by giving written notice to the other party if: 1)the other party breaches a material provision of this Agreement where that breach is not capable of remedy; 2)the other party breaches any material provision of this Agreement and fails to remedy the breach within 30 days after receiving notice requiring it to do so.
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9.2.Any party is entitled to terminate this Agreement by giving thirty (30) days notice without any reason.
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10. Force Majeure
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10.1. Force Majeure Event in respect of a party, means an event or circumstance that is beyond the reasonable control of that party, and includes lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, acts or omissions of third parties (to the extent that such third parties are not under the control of a party), adverse weather conditions, act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, the effect of any applicable laws, orders, rules or regulations of any government or other competent authority, embargo, power or water shortage or lack of transportation and industrial disputes (provided such dispute is not a dispute solely between that party and its employees).
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10.2. If a Force Majeure Event occurs which prevents a Party from performing any of its obligations under this Agreement: 1)as soon as reasonably practicable, the affected party must notify the other party of the Force Majeure Event, its nature and the obligations the affected party is prevented from performing;
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1)as soon as reasonably practicable, the affected party must notify the other party of the Force Majeure Event, its nature and the obligations the affected party is prevented from performing;
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2)those obligations will be suspended for so long as the Force Majeure Event continues;
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3)the affected party must use reasonable endeavours to remove or mitigate the event of Force Majeure and its effects;
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4)the affected party will not be liable to the other party for any losses the other party suffers or incurs as a result of the Force Majeure Event.
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11. Relationship Between The Parties
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11.1. vWinit is independent contractors providing chain management services to the Merchant, not the legal representative, agency, joint venture participant, partner, employee of or the one joint with the Merchant for any purpose.
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11.2. Neither of the parties have any right or authority to assume or create any obligation of any kind or to make representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect or manner whatsoever.
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12. Applicable Law and Dispute Resolution
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12.1. This agreement shall be governed by the laws of P. R. China, regardless of any rules regarding conflicts of laws.
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12.2. Disputes arising out of this agreement or relating to this agreement shall be settled through friendly consultations between the parties. If reasonable efforts by both parties produce an ineffective consultation, either party shall be entitled to submit the dispute to a court of competent jurisdiction.
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13. Term
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13.1. This Agreement become effective as of the date last signed below. The term of this Agreement is one year, shall commence on [ ] and end on [ ]. This Agreement shall be automatically extended by one year upon the expiration of the Term and so on, unless any party provides one month notice before such expiration.
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14. Miscellaneous Clauses
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14.1 Fees and Taxes
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14.1.1. Each party should pay any taxes payable on this Agreement.
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14.1.2. Each party agrees to pay its own legal costs in connection with this Agreement and on any other transactions contemplated by or arising out of, this Agreement.
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14.2 Waiver
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14.2.1. No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing signed by the party granting the waiver, and will be effective only to the extent specifically set out in that waiver.
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14.3 Counterparts
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14.3.1. The Parties shall execute two (2) copies of this Agreement, and each party holds one with same legal effect.
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14.4 Severability
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14.4.1.If any part, clause or provision of this Agreement is considered to be unlawful, void or invalid under applicable law, or in conflict with applicable law, the validity of the remaining provisions is not affected, and the parties should negotiate a substitute clause.
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14.5 Alteration
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14.5.1. The consensus of amendment of this agreement only by Merchant confirmation on Winit's website.
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14.6. Entire Agreement
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14.6.1. All documents related to this agreement constitute an integral part of this agreement. In relation to that subject matter, this Agreement supersedes any prior understanding or Agreement between the parties, including without limitation any letter of intent or proposal or both, and any prior condition, warranty, indemnity or representation imposed, given or made by a party.
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The Merchant：
Authorized Representative:
DATE：04/20/2024
The Merchant：
Winit（Shanghai)Information Technology Co., Winit(HK)Trading Limited
DATE：04/20/2024
Appendix I
Services
Winit provides[ 1,2,3,4,5,6 ]services to Merchant：
1.Inventory Management
2.Dispatching Management
3.Distribution Management
4.Procurement Management
5.Delivery Management
6.Returned Goods Management
Appendix II
RE: intellectual property rights on the goods
Subject: Letter of Undertaking
To[ Winit(HK)Trading Limited ]:
[ ]warrants that [name of Seller] has the right (including all intellectual property rights) necessary to provide the goods to warrants that [name of Seller] has the right (including all intellectual property rights) necessary to provide the goods to [ Winit(HK)Trading Limited ] and its affiliates (collectively “WINIT”) and to engage WINIT to provide the warehousing and supply chain management services. By warehousing or delivering our goods, WINIT will not be infringing the intellectual property rights of any third party; and [name of Seller] will provide indemnity to WINIT in respect of any loss or liability incurred by WINIT in relation to any claim that, by providing the warehousing and supply chain management services, WINIT is infringing the intellectual property rights of a third party.
[ ](Signature)
[ The client application date ](04/20/2024)
Appendix III Return Goods Operating Rules
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1. Responsibilities of Party
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1. The Merchant's Responsibilities
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1.1. The Merchant independently and voluntarily chooses to use the goods return address provided by W, and enjoys rights and bears obligations corresponding to the use of goods return address. The Merchant has the responsibility and obligation to inform its buyers clearly and specifically that the goods return address / warehouse belongs to third-party service providers, who does not take any responsibility or obligation arising from the Merchant’s sales activities or the goods. When there is dispute regarding sales activity between the Merchant and its buyer, Winit is exempt from joint and several liability for any goods or the Merchant’s services.
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1.2. Goods returning without RMA means that the Merchant or relevant third party (including but not limited to the Merchant's customers and logistics service providers entrusted by the Merchant) return the goods with seller Winit ID but without RMA in its consignment note to Winit warehouse. The RMA number is the unique identification number for the Merchant’s each returned good in Winit system.
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1.3. The Merchant chooses to use Winit’s Returned Goods Management service and authorizes Winit to independently process Owner-Unknown Goods (Owner-Unknown Goods means returned goods without RMA and without seller Winit ID) relevant to the Merchant, and agrees to give up all the rights on such Owner-Unknown Goods.
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1.4. The Merchant hereby authorizes Winit to handle the Merchant’s Owner-Unknown Goods by taking pictures to identify the goods and put on shelf, and agrees to pay the fees for using such service.
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1.5. For the goods put on shelf after being taken picture, the Merchant shall supplement information of the goods, otherwise the outbound service cannot be handled.
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1.6. The Merchant must create a returned goods application through Winit system and return on the clear instructions required to obtain a return RMA number, start to return.
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1.7. The Merchant has the obligation to properly keep the goods return address information provided by Winit and uses legally, bears all legal liability and economic losses caused by illegal use.
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1.8. The Merchant agrees and guarantees that goods returned to Winit warehouse by the Merchant and the relevant third party (including but not limited to the Merchant’s customers and logistics service providers entrusted by the Merchant) shall meet Winit’s receipt and inspection requirements, otherwise the Returned Goods Management services could not be enjoyed, and the Merchant shall bear all legal liability and economic losses caused, Winit reserves accountable rights.
2. Winit’s Responsibilities
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2.1. Winit has the right to change the Returned Goods Management service according to the need, and informs the Merchant the changes via EDM, Wechat, Wan Yi Lian, etc.
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2.2. Winit shall, in accordance with the agreement, provide the Merchant with the goods return address and ensure that such address is real, valid and available.
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2.3. .After the returned goods received, Winit shall ensure to complete the warehousing operations and update the information of returned goods online within the time agreed in rate table, so that the Merchant can be aware of returned goods information via email or Wan Yi Lian.
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2.4. Winit shall handle the Merchant’s returned goods according to the Merchant’s put on shelf instruction in returned goods application; Winit shall handle the returned goods with seller Winit ID but without put on shelf instruction according to the Merchant’s authorization by taking pictures to identify the goods and put on shelf.
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2.5. According to the Merchant's authorization, Winit can use its discretion to handle the Merchant’s returned goods in appropriate time, place and method.
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