Comprehensive Sea Freight Service Agreement
Comprehensive Sea Freight Service Agreement
Version number: 20180226
The user shall carefully read all the contents hereof before accepting this agreement (especially the segments that are underlined and in bold). Should the user have any questions regarding any terms and conditions hereof, please consult with the service provider prior to any subsequent operations, and the service provider will explain the terms to the user. If the user agrees with or accepts all the terms and conditions of this agreement, the user may conduct subsequent operations. Otherwise, please discontinue the use of this service.
Contract parties and definitions
1. 本协议由深圳市一达通供应链服务有限公司（下称“服务商”）与登录阿里巴巴国际站 （www.alibaba.com，下称“Alibaba网站”或“网站”）签署协议、下单并使用海运综合服务（下称“服务”）的用户（下称“用户”或“买家”）共同订立。
This agreement is signed and entered into by and between Shenzhen Onetouch Supply Chain Service Co., Ltd. (hereinafter referred to as “Service Provider”) and the users (hereinafter referred to as “User” or “Buyer”) logging in to the Alibaba International Website (www.alibaba.com, hereinafter referred to as “Alibaba Website” or “Website”) to sign an agreement, place a purchase order or use comprehensive sea freight services (hereinafter referred to as “Service”).
The “Carrier” as mentioned herein refers to a third party that the Service Provider selects and entrusts to transport goods on behalf of the User as agreed herein, including but not limited to the person who assumes transportation responsibility as per bill of lading and other transport documents.
The “Logistics Support Service Provider” as mentioned herein refers to a third party that the Service Provider selects and entrusts to provide logistics support service on behalf of the User as agreed herein, including but not limited to the person who provides services for goods storage, trailers for transportation, customs clearance, and express delivery.
The “Seller” as mentioned herein refers to the seller who sells the relevant goods to the User under the trade assurance order associated with the logistics service order associated with this agreement.
“Alibaba” as mentioned herein refers to the website operator and/or Alibaba.com technical supporter, depending on the relevant agreement entered into with the User.
Agreement signing and service prerequisite
The contents of this agreement include the body, appendices, all the service rules and logistics price lists, and other documents that are already released or are likely to be released, with notification provided in an appropriate way. These documents constitute an integral part of this agreement and shall have the same legal force and effect as the agreement.
This agreement shall become effective when the User clicks “I’ve already read and agree with the Comprehensive Sea Freight Service Agreement” or has actually used this service. The User shall abide by the Alibaba International Website Rules and the agreements hereof during the subsequent use of the service; and any service-related disputes, other disputes, complaints, or litigation shall be subject to this agreement.
The Service Provider shall have the right to alter the contents of this agreement and relevant rules and update them in the form of a website notice. The content after alteration shall become effective 7 days as of the date of notice. If the User disagrees with the relevant alteration, the user should immediately discontinue the use of this service. Otherwise, it will be deemed as acceptance of revised content.
The Service Provider provides services to the User pursuant to this agreement, including but not limited to selection of an appropriate logistics company and ship route on behalf of the User, entrusting a third party to complete goods transportation, warehouse encasement, customs clearance, space booking for seaborne export, and payment of ocean freight and other logistics value-added service costs or additional service costs on behalf of User.
The User must be an enterprise lawfully incorporated and sustained with a registered office in the United States of America (or in other countries or regions where this service will be open). Where the User’s qualification fails to comply as agreed hereof, the Service Provider may rescind this agreement and terminate provision of this service to the User. The User shall assume full liability for the compensation of any losses caused to the Service Provider or to any third party.
The User’s signing of this agreement entitles the Service Provider to operations on behalf of the User as needed in goods transportation or for achieving the purpose of this agreement. Such operations include, but are not limited to those that the Service Provider, in its own name or in the name of the User, entrusts the Carrier or Logistics Support Service Provider to provide transportation services or other relevant services.
The User acknowledges that the email address entered at the time of registration at the website is the user’s designated email address. The User shall assume responsibility for any matters received or sent out via the aforesaid email address that represent the User’s intention.
Purchase order and settlement
Logistics service order:
The User shall fill in true and accurate information regarding goods, consignee and consigner, customs clearance, declaration, and other information during the creation of a logistics service order and entrusting space booking. Where a special service is required, the User must submit it in writing (for example, specified in the purchase order) and must obtain the consent of the Service Provider. The User understands and agrees that the User shall assume all the liability or losses (including but not limited to failure in space booking, failure in customs clearance, customs fines, and delayed delivery) arising as a result of inaccurate or false information provided for in the service-related content.
The User is aware and agrees that the entrusting relationship between both parties will not be established until the Service Provider agrees to take the logistics service order, which shall be reviewed by the Service Provider after complete supplementation of information by the Seller after the User’s submission of the logistics service order. The Service Provider will notify the User via email if it is unable to take the order.
The User shall notify the Service Provider in writing of any alteration of a purchase order by the user (for example, logging on the website to cancel the original purchase order, replace a purchase order, or contact the Service Provider via email, etc.). The Service Provider must consent to the alteration in writing. The User understands and agrees that the User shall assume all the costs and liabilities arising as a result of the alteration of a purchase order.
The User shall clearly and expressly select value-added service, delivery service, customs clearance service, and/or other services, and provide relevant information based on the selected services to facilitate Service Provider’s arrangement.
The User shall truthfully provide all kinds of information for declaration, which must be true and accurate, within a designated time and date before ship departure.
The User acknowledges and agrees that the shipping information shall be provided and confirmed by the Seller.
The User acknowledges that the User will send out relevant written instructions via designated email address; that such written instructions shall be the User’s final and full expressions with equal effect as the original, and be fully binding to the User.
Where the cost is changed after the seller supplements logistics order information, the Service Provider will send cost updates notification to the user via email; where the goods size and weight measured by the Carrier against the order information are inconsistent after the goods are delivered to the Carrier, the Service Provider will notify the User of the inconsistency of size and weight. The User acknowledges and agrees that costs should be paid based on the updated condition of goods.
The Service Provider will send an invoice to the User on the day when the costs payable by the User are determined, and the User shall pay all the costs and provide a payment slip to the Service Provider within 3 days upon receipt of email. The Service Provider shall deliver the goods to the User after acknowledging receipt of payment and upon arrival of goods at the port. Should the User fail to pay the logistics costs in due course, the Service Provider shall be entitled to withhold the bill of lading, sea waybill or goods under any order of the User.
The User shall settle in U.S. dollars and remit the payment to a USD beneficiary account designated by the Service Provider.
Where the User violates the provision of Clause2.2, the Service Provider shall have the right to unilaterally rescind this agreement and be entitled to withhold the bill of lading, sea waybill or goods under any order of the User until the User pays all the costs in full. The User shall assume all risks, liabilities, costs arising thereof, and the losses incurred by the Service Provider.
If the User directly entrusts the Carrier to provide relevant value-added service or exception handling services at the destination port, the corresponding costs shall be directly settled by the User and the Carrier.
Delivery of bill of lading
The User agrees and acknowledges that the Service Provider shall deliver the bill of lading to the consigner listed in the bill of lading (hereinafter referred to as “Consigner”), and that the Service Provider will deliver the bill of lading in the way selected by the Consigner, including mailing of the original bill of lading or telex release bill of lading.
By default, the invoice title is the name of the enterprise signing the agreement on the order; the User shall be responsible for ensuring the authenticity and integrity of the invoice information and is obliged to provide all materials required for invoice issuance if necessary.
The User can download the invoice at the website after it’s issued.
Obligations of both parties
Service Provider’s obligations
The Service Provider shall update relevant service rules (if any), services price list, freight price list, ship route and range, and other information relevant to services in a timely manner and publish them on the website for the convenience of the user’s consultation at any time.
The Service Provider shall cautiously select a Carrier and/or Logistics Support Service Provider on behalf of the User as agreed and assume corresponding responsibilities of agent as per this agreement.
The Service Provider shall book space as agreed and give feedback on service-relevant information on space booking, transportation, customs clearance, etc.
The Service Provider shall cautiously and appropriately provide all kinds of agent services and additional services in a timely manner as agreed or pursuant to relevant service rules (if any).
The Service Provider shall alter the information and provide subsequent services as agreed upon receiving notice of alteration from the User.
Where abnormal cost is incurred during service, the Service Provider shall notify the User of the causes, category, and estimated amount of cost (except those that the Service Provider cannot estimate), and the actual incurred cost shall be based on the statement of account. The User understands and agrees that the User shall assume all abnormal costs and losses as well as liabilities arising due to causes attributable to the User, administrative supervision, amendment of laws and rules, and/or goods themselves (including but not limited to jettison cost, demurrage, destination port cost and general average) and the User shall promptly pay the aforesaid abnormal costs to the Service Provider as required by the Service Provider. If the costs are not paid in time, the Carrier, Logistics Service Support Provider, or Service Provider shall be entitled to direct recourse to the User.
Where the goods are damaged, lost, or destroyed due to causes attributable to the Carrier, Logistics Support Service Provider, or any third party, the Service Provider will assist the User in claiming compensation from the Carrier, Logistics Support Service Provider, or relevant responsible party with reference to laws and regulations, bill of lading clauses, and/or international and industry practices.
As a result of omissions or errors in the reporting of customs duties due to reasons attributable to the carrier or any third party, the Service Provider shall assist the User in seeking compensation claims from the Carrier or relevant responsible party with reference to laws, regulations, and industry practices.
Provide detailed, accurate, true, and complete data and information relevant to goods consignment to the Service Provider as agreed, including but not limited to requirements of goods transportation and all kinds of information closely associated with transportation and transport documents in the trade contract or letter of credit.
The User shall guarantee the authenticity, integrity, and accuracy of all the information with regard to identity, goods, transportation, customs clearance, declaration, and other information; and shall assume all losses as a result of any error of such information, including but not limited to delay of transportation, delivery delay, loss of documents, goods damage or destruction, all types of fines, and any losses caused to the Service Provider, User, or any third party.
The User shall notify the Service Provider in writing in advance in order to alter any information relevant to services. The User understands and agrees that the User shall assume all losses and liabilities arising from lateness, inaccuracy, non-acceptance, failure to meet practical operation, failure to meet supervisory requirements, and/or failure to meet service rules (if any) for information alteration.
The User shall arrange operations such as submission of documents and information as agreed. The User understands and agrees that the User shall assume all liabilities and losses caused as a result of the User’s failure to operate as agreed.
The consignee shall take delivery upon goods arrival at the destination port; otherwise, the Carrier may handle the goods correspondingly pursuant to the provisions of relevant laws and regulations, and that the User shall assume all losses, costs, and liabilities arising therefrom, including goods loss, jettison cost, and demurrage. The User shall pay the aforesaid relevant costs to the Carrier in a timely manner as required by the Carrier.
The User shall pay for insurance relevant to the freight for goods that are fragile, vulnerable, or of high value; otherwise, the User shall assume the part of losses caused therefrom beyond the compensation limit of the Carrier.
The User agrees and acknowledges that all liabilities arising from failure to deliver goods to the Carrier in a timely manner and/or to complete customs clearance for export due to causes attributable to the Seller are irrelevant to the Service Provider and that all liabilities arising therefrom shall be solved through negotiation between the User and the Consigner.
Should the User choose to conduct importer security filing on its own, the User promises that the declaration will be completed 48 hours prior to ship departure. The User agrees that if the User fails to declare in accordance with this agreement as found out by the Carrier, it shall be deemed that the User has consented to entrust the Carrier to declare on its behalf, and the User shall assume the costs incurred therefrom.
The User acknowledges that, should the supplemented or revised information or the shipping information provided by the Seller fail to comply with the agreement between the User and the Seller, the User may file a claim for compensation against the Seller for the losses and liabilities arising therefrom, and the User’s performance of obligations including making payment hereunder shall not be impacted.
The User promises and guarantees that the goods comply with the website rules as well as the requirements of laws and regulations at the place of departure, destination, and place of transfer with regard to import and export, transportation, goods quality, safety, intellectual property rights, and packaging.
The User promises that it has complete rights to or has obtained full authorization of goods and that the goods themselves and the User’s occupation or disposal (sale) of goods do not infringe upon any person’s intellectual property rights and other legitimate rights and interests. The User promises that no third party will claim any rights on the goods against service providing parties including the Service Provider and the Carrier; otherwise, the User shall assume all losses incurred by the aforesaid service providing parties (including but not limited to reasonable attorney fees).
The User understands and agrees that signing this agreement does not mean that the service providing parties such as the Service Provider and the Carrier become a participant in transactions of the User with a third party. For the aforesaid transactions, the aforesaid service providing parties only provide the services as agreed herein and may not provide any explicit or implicit guarantee on the legitimacy and validity of the User’s behavior as well as the authenticity, legitimacy, and validity of goods. The User shall solely assume full responsibilities for all of its goods.
Confidentiality and exemption
Both parties shall keep confidential all kinds of business secrets obtained during the service (including but not limited to agreed price and goods knowhow, etc.) except for the information that has already been released due to causes attributable to the information provider or that needs to be disclosed as a result of laws and regulations, administrative rules, government requirements, and for the achievement of this agreement’s purpose.
The User authorizes the Service Provider and its associated companies and partners to use the User’s information or information processing results for the achievement of the purpose of this agreement (including principal information, purchase order data, etc.), including processing, organizing or analyzing the User’s information and data to better understand the User’s service needs and achieve the purpose of this agreement.
Both parties shall guarantee that they legitimately have all necessary rights to perform this agreement (including but not limited to relevant intellectual properties, ownership, right to use and right to earnings for the goods, and information and knowhow) and they do not infringe upon the legitimate rights or interests of the other party or of any third party; that each party shall independently assume all the responsibilities for any consequences and losses as a result of its ownership or authorized use of rights.
The User understands and agrees that the Service Provider only assume obligations within the scope as agreed herein and shall not assume any warranties, express or implied, other than those expressly stipulated by law for the service defects or damage of each Carrier, Logistics Support Service Provider, or any other third party during the transportation process.
The Service Provider and Carrier shall not assume any compensation responsibility for goods loss, damage, and delay as a result of the following reasons:
(1) Failure or delay in service as a result of force majeure such as rebellion, uprising, riot, fire, flood, strike, storm, explosion, war, government action, customs hold and inspection, and/or international or national court order
(2) Deterioration, change of weight, damage, or loss as a result of the goods’ own flaws or inherent defect;
(3) Other reasons as agreed by both parties or stipulated by law.
The User shall not transfer the rights and obligations hereunder to any third party irrelevant to this agreement without the Service Provider’s consent, otherwise, the Service Provider may rescind this agreement or refuse to provide service at any time; where the agreement is terminated, the User shall still be obliged to pay the cost for the performed part; and the Service Provider is entitled to further compensation claims from the User should the cost be insufficient to cover the Service Provider’s losses.
Other agreed items
The User shall not offer illegitimate benefits in any form to the employees and consultants of the Service Provider and of its associated enterprises (including but not limited to property, expenditure, entertainment, or business opportunities). Should the aforesaid circumstances occur, both parties agree that the Service Provider shall have the right to rescind this agreement and the User shall compensate the Service Provider with CNY 100,000 Yuan or the total amount of illegitimate benefits in any form, whichever is higher; concurrently, the Service Provider shall have the right to notify Alibaba to penalize the User such as closing the User’s account pursuant to the rules of the international website or relevant service contract.
Responsibility for breach of contract
The Service Provider shall notify the User in a timely manner and give appropriate compensation for failure to perform services wholly or in part due to reasons attributable to the Service Provider.
The User shall assume all losses and liabilities for losses caused to the Service Provider or any third party due to causes attributable to the User or the goods themselves, including but not limited to demurrage and general average. If the service cannot be performed as a result therefrom, the Service Provider shall have the right to suspend or terminate service or rescind this agreement, and the User shall assume all the costs arising therefrom.
The Service Provider shall have the right to rescind this agreement and claim compensation from the User should the User violate its obligation of guarantee or conduct other dishonest acts.
The User shall assume all losses as a result of being unable to normally log in or use the website function wholly or in part as a result of violating the agreement, Alibaba International Website Rules, and other rules and agreement. The User understands and agrees that, under such circumstances, the Service Provider has the right to decide on whether to continue to perform this agreement at its own discretion; and the User shall assume all compensation responsibilities for the losses incurred by the Service Provider, the Carrier, or any third party.
The Service Provider shall have the right to unilaterally rescind this agreement and assume no liability should the User violate laws or be suspected of violating laws.
If the User fails to make payment as agreed herein, a penalty amount equivalent to 0.05% of the overdue amount shall be paid to the Service Provider for each day the User’s account is overdue.
Any different agreements as agreed herein shall prevail.
Applicable laws and dispute solution
This agreement shall be governed by the laws of the People’s Republic of China.
Any dispute arising from this agreement shall be settled by the Parties through friendly consultations. In the event that any dispute fails to be settled through friendly consultations, such dispute shall be submitted to the Shenzhen Court of International Arbitration (Shenzhen Arbitration Commission) for arbitration in Shenzhen in accordance with the arbitration rules of Shenzhen Court of International Arbitration effective at the time of submission. The arbitration proceedings shall be conducted in Chinese.
This agreement shall be executed in Chinese and English. If there is any difference between the two language versions, the Chinese version shall prevail.
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