Settlement agreement for overseas suppliers of toonies

Settlement agreement for overseas suppliers of toonies

Party A: toonies International Co., Ltd

Party B: businesses settled in toonies platform

&This agreement is concluded by both parties through friendly negotiation on the basis of the principles of voluntariness, equality, fairness and good faith in accordance with the contract law of the people's Republic of China, the law on the protection of consumers' rights and interests and other relevant laws and regulations

&This agreement consists of the body of the agreement, the appendix and the rules publicized on Party A's platform according to this agreement. The appendix and the rules have the same legal effect as this agreement. In case of any inconsistency between the rules and this agreement, the document with the effective date announced or the signing date later shall prevail

The headings of each article of this Agreement are for convenience only and are not intended to be a part of this Agreement and shall not affect the meaning or interpretation of this agreement;

Article 1 mode of cooperation

1.1 form of cooperation;

The cooperation mentioned in this agreement refers to the business model of joint operation of both parties, in which "toonies supply chain website" owned and operated by Party A provides e-commerce platform and collects payment for goods, Party B provides goods and displays them on Party A's platform, and Party B is responsible for sending goods to Party a's designated warehouse and providing after-sales services

1.1.1 Party A's platform: refers to the e-commerce website provided by Party A with technical support and services, which is a cross-border e-commerce distribution trading platform provided by Party A with technical services, operation and delivery. With the change of Party A's service scope or service items, Party A may declare the scope or domain name adjustment of Party A's platform in the platform rules or announcements

1.1.2 user: refers to the natural person, legal person or other organization using Party A's platform services

1.1.3 goods: goods and services sold or displayed on Party A's platform

1.1.4 merchant: refers to the user who sells or provides goods on Party A's platform (trademark holder qualification and other corporate enterprises or individuals)

1.1.5 distributor: refers to the user who sells goods on Party A's platform

1.1.6 business background: after the business is audited by Party A on Party A's platform and the necessary entry process is completed, Party A will give the business management background website on the business PC end, including independent account number and initial password set on the platform. The business will complete the product editing, uploading, order processing, application for cash withdrawal and other related matters in the background

1.1.7 transaction service fee: the service fee charged by Party A to Party B according to the commodity price of the confirmed transaction. This fee does not include the bank transaction fees involved in online payment, nor does it involve the logistics fees generated by commodity distribution

1.1.8 platform rules: it refers to all kinds of normative documents that have been released or may be released in the future on Party A's platform, as well as other detailed rules, specifications, policies, notices and other normative documents

1.1.9 platform technical services: hereinafter referred to as "platform services", Party A provides services to Party B relying on Party A's platform, mainly including store management, commodity publishing, browsing, information exchange, commodity trading, marketing promotion and other free or paid technical services provided by Party A's various platforms

Article 2 business qualification requirements and supporting documents

1. Party B shall continuously meet the following basic conditions when applying for and carrying out the business activities of the store:

(1) Party B has registered in accordance with the laws of the people's Republic of China and obtained a legal and valid business license and other business licenses. The identity information shall be the objective performance of the business itself;

(2) Party B's products are from legal sources with complete qualifications;

(3) Any information submitted by Party B is true, legal and effective, and the pictures and words used do not infringe the legitimate rights and interests of any third party;

(4) Party B signs this Agreement and agrees to the content of Party A's platform rules;

(5) Party A may set other conditions according to national laws, regulations, policies or other normative documents and business needs

2. Details of supporting documents

(1) Party B shall complete the entry of Party A's platform and the opening of stores in accordance with the platform rules and the corresponding entry process requirements, and sign the corresponding agreements announced by Party A's platform that need to be signed by the seller online. Party B shall submit to Party A all the necessary qualifications, licenses, certificates or other relevant documents (hereinafter referred to as "certification documents"), including but not limited to three certificates in one (business license, Party B shall provide Party A with a paper copy which is consistent with the original and stamped with Party B's official seal (corresponding qualification shall be provided according to the actual business). & nbsp; & nbsp; & nbsp;

(2) Party B guarantees to inform Party A immediately of any change or update of the above supporting documents, and submit the updated documents within 15 working days from the date of change or update, and carry out corresponding certification according to the process announced by Party A's platform in real time, Party B shall bear all the legal responsibilities independently. If Party B's store information does not meet the store certification conditions publicized by Party A's platform, Party A has the right to require Party B to provide additional relevant information, or refuse Party B's application, adjust the seller's authority, until the termination of this Agreement, Party B shall also take full responsibility and make full compensation;

Article 2 fees and payment

(1) Party A shall settle the payment to Party B according to the commodity settlement price confirmed by both parties

(2) The payment for goods will be automatically settled to the balance of the account on the day when it is put into the warehouse designated by toonies, and the merchant can withdraw the money at any time (Party B delivers the goods to the warehouse of toonies, and the warehouse confirms the receipt of the goods). If the accounts of Party A and Party B are not cleared, Party B has the right not to settle the accounts for the time being;

Article 3 rights and obligations of both parties

1. On the basis of existing technology, Party A shall strive to maintain the normal and stable operation of Party A's platform, and strive to upgrade and improve the technology, update and upgrade the platform functions and services, so as to continuously improve the platform performance and transaction efficiency, Party B shall bear all legal liabilities for all adverse consequences, including but not limited to compensation for the losses of Party A and its affiliated companies / institutions, consumers or any other third party

2. Party A has the right to independently choose whether to open stores and provide platform services for Party B who has passed the qualification examination according to the development plan of Party A '

3. Party A has the right to unilaterally change the rules publicized on Party A's platform in accordance with relevant national laws, regulations, policies and Party A's platform operation. Party A will inform Party B of the changed rules in the form of announcement. Any change will become an integral part of this agreement once announced

4. Party A has the right to supervise and inspect Party B's application information, uploaded relevant data information, other information released on Party A's platform and trading behavior. Party B knows and agrees with Party A that Party A has the right to delete the information and relevant contents suspected of violating laws and regulations, platform rules or regulations without notice, For other problems or questions found, the Seller shall send a notice of inquiry and request for correction, and Party B shall make an explanation immediately after receiving the notice and provide relevant supporting materials or correction

5. Party A has the right to publicize Party B's violation of laws and regulations determined by the national effective legal documents or administrative documents, or Party B's violation of the relevant provisions of this agreement confirmed by Party B, on Party A's platform; in case of seller's violation of laws or serious breach of contract, Party A has the right to limit its authority, deal with violations according to the rules of the platform, and even terminate this agreement, If the above measures are insufficient to compensate Party A and its affiliated companies / institutions, consumers or any other third party, Party B shall also make full compensation

6. Party B must ensure that the goods provided by Party B can reach Party A's warehouse within 72 hours (calculated from the time Party B receives the order information). If the products do not reach Party A's warehouse within the specified time, each SKU will be fined 5 yuan, and the fine will be deducted from the payment for goods first

7. If Party B's operation situation fails to meet the requirements announced by Party A's platform (including but not limited to Party A's platform rules, etc.) and still fails to meet the requirements after rectification and adjustment within a time limit, Party A has the right to terminate this Agreement and stop providing services to Party B

8. Party B has the obligation to control the quality of each product sold on Party A's platform in accordance with national standards, industry standards and the requirements of various categories of products issued by Party A (including but not limited to the conformity of laws and regulations, product safety, product function, material and descriptor, product identification, product appearance, product packaging, etc.), Party A has the right to carry out irregular sampling inspection (including but not limited to the performance, quality, material composition of the goods sold by Party B, and whether they meet the requirements of national laws and regulations) on its own or by entrusting a third party quality inspection agency according to the market feedback, Check the seller's order information and page information, etc.), or require Party B to provide Party A's designated goods with purchase certificate, factory inspection report or test report issued by the third party quality inspection agency and other relevant goods and batch quality certification documents, Party A has the right to put forward the corresponding rectification requirements within a time limit to Party B according to this Agreement and the platform rules, specifications and standards publicized by Party A's platform, and according to the severity of the problem, deal with the violation and investigate the corresponding liability for breach of contract

9. Party A has the right to ask Party B to provide information related to Party B's goods and after-sales service, so that the distributors can reply to the customer service center of Party A's platform directly. For the situation that Party A can't answer or that the seller has mastered, Party A has the right to ask Party B to reply or give corresponding solutions within the specified time limit, such as the distributor's consultation and complaints that Party B fails to solve in time, Party A has the right to take corresponding measures against Party B;

10. In case of a lawsuit against Party A and its affiliated companies / organizations caused by Party B's goods and information released, Party A and its affiliated companies / organizations shall have the right to disclose that Party B is the actual supplier of goods, and Party B shall bear all legal liabilities arising from the lawsuit, such as losses caused to Party A and its affiliated companies / organizations, Party A has the right to ask Party B to compensate Party A and its affiliated companies / institutions for all losses

11. Party B agrees to pay Party A an annual entry fee of RMB 3000. Meanwhile, Party A will charge Party B 5% of the turnover transaction fee as platform technical service fee and platform promotion fee

12. Party B agrees and authorizes Party A to collect the payment from the distributor on behalf of Party A, and also agrees and authorizes Party A to instruct the third-party payment institution in the name of Party A to transfer the buyer's payment to the payment account designated by Party A, and settle the payment to Party B's account according to the settlement process jointly confirmed by Party A and Party B

13. As agreed and confirmed by both parties, if Party B violates this agreement, it shall immediately bear the legal responsibility to Party A (including but not limited to the payment of liquidated damages, compensation, etc.), and Party A has the right to suspend the payment of unsettled funds; Party B further knows and agrees that Party A has the right to suspend the payment directly when Party B fails to bear the legal responsibility on time

Article 4 confidentiality obligation

1. One party shall keep confidential the signing and contents of this Agreement and the trade secrets of other parties obtained during the performance of this agreement. Without the written consent of the other party, such confidential information shall not be disclosed, given or transferred to any third party (except affiliated companies) other than the other party, Provided by the stock exchange and / or other regulatory bodies, legal, accounting, business and other advisers to the parties, except employees)

2. At the request of the other party, either party shall return to the other party, destroy or otherwise dispose of any document, data or software containing the confidential information owned by the other party separately after the termination of this agreement, and shall not continue to use such confidential information

3. After the termination of this agreement, the obligations of each party under this clause shall not be terminated. Each party shall still abide by the confidentiality clause of this Agreement and perform its confidentiality obligation until the other party agrees to release this obligation or in fact will not cause any form of damage to the other party due to the violation of the confidentiality clause of this agreement

4. Either party shall inform and urge its employees, agents and consultants who are required to know the contents of this Agreement and the trade secrets of the other party for the purpose of performing this agreement to abide by the confidentiality clause, and shall be responsible for the acts of its employees, agents and consultants

Article 6 liability for breach of contract;

1. In case of any dispute caused by Party B's operation or investigated and dealt with by government departments, Party B shall provide corresponding supporting materials according to Party A's requirements. If necessary, Party B shall assist or authorize Party A and / or its affiliated companies / organizations to handle and solve the dispute by itself or by Party A's assistance or authorization. The losses caused by Party A and / or its affiliated companies / organizations include but are not limited to legal costs, attorney's fees, compensation, compensation, administrative penalty, etc, Party B shall make full compensation

2. If Party B violates intellectual property rights by selling fake and shoddy goods, or is suspected of illegal activities such as illegal credit card cash out, and may be suspected of breaking the law or even committing criminal crimes, Party A shall have the right to provide all materials and information of Party B to relevant authorities (including but not limited to administrative and regulatory authorities, public security organs, judicial authorities and other competent authorities), Party B shall disclose Party B's suspected illegal and criminal acts and circumstances on Party A's platform, and cooperate with the investigation and evidence collection and investigation work of corresponding authorities. Party B shall bear all responsibilities arising therefrom and compensate Party A's platform for all losses incurred therefrom

3. Party B's violation of Party B's representations, promises, guarantees and obligations under this agreement, or Party A's platform rules and the online agreement announced by Party A's platform signed by Party B online, shall constitute a breach of this agreement. In case of Party B's breach of contract, Party A may require Party B to stop the breach within the specified time limit, In case of Party B's breach of contract, Party A shall have the right to require Party B to bear the liability for breach of contract in accordance with this agreement, and shall also have the right to limit the seller's authority and terminate this agreement in accordance with other provisions of this agreement

Article 7 notice and service;

1. Party B's service fee, fee standard, rule change, deposit standard, notice, etc. will be notified to the seller in the form of Party A's platform announcement. Once the announcement is released, it is deemed to be delivered, and the Seller shall pay attention to the content of the announcement in real time

2. Party A's notice for a specific seller shall be sent to the seller's contact address or e-mail address filled in on the seller's online authentication page; if it is sent in the form of letter, it shall be deemed to have been delivered to the seller within three days from the date of sending by Party A; if it is sent in the form of electronic data to the seller's e-mail address, it shall be deemed to have been delivered as soon as it is sent by Party A

Article 8 dispute resolution;

1. Any dispute arising from the performance of this Agreement shall be settled by both parties through negotiation. If negotiation fails, either party shall have the right to submit the dispute to the court with jurisdiction in the place where this agreement is signed for settlement

2. The signing, interpretation, modification, performance and dispute settlement of this Agreement shall be governed by the laws in force in the mainland of the people's Republic of China;

Article 9 other agreements & nbsp;

1. Failure of any party to this agreement to exercise its rights under this agreement in time shall not be deemed as a waiver of such rights, nor shall it affect the party's exercise of such rights in the future

2. If any provision of this agreement is invalid or unenforceable in whole or in part for any reason, or violates any applicable law, such provision shall be deemed to be deleted, but the remaining provisions of this Agreement shall still be legally binding

3. This agreement is the complete and only agreement between the contracting parties on the cooperation matters mentioned in this agreement. This Agreement replaces any previous agreement and communication (including data message form, written form and oral form) on the cooperation matters

4. The text of this Agreement shall be subject to the general simplified Chinese version of the people's Republic of China; the online (non personal seller service agreement of Party A's platform) signed by Party B and Party A shall be a part of this agreement

5. This Agreement shall come into force from the date of sealing by both parties, in duplicate, with equal legal effect

Article 10 validity of the agreement

1. This Agreement shall take effect from the date of signing

2. This agreement is only legally binding on the relevant business carried out by Party B's specific stores established based on this agreement, and is not legally binding on the same or similar business carried out by Party A and Party B. If Party A and Party B carry out the same or similar business at the same time, it shall be carried out in accordance with a separate agreement

3. Please refer to the regulations on punishment and refund for businesses (regulations on punishment and refund for toonies suppliers)