Overseas Warehouse Terms

This Overseas Warehouse Service Agreement ('Agreement') is entered into by and between You ('Client') and Goshippro ('Service Provider'), based on the principles of equality, mutual benefit, and good faith. This Agreement governs the provision of end-to-end supply chain services, including warehousing, transportation, customs clearance, and distribution, by Service Provider to Client.

Scope of Services:

During the term of this Agreement, Client engages Service Provider to provide the following services, as selected by Client:

A. First-leg transportation: Domestic pickup and international transportation via air, sea, or other modes to Client-designated destinations.

B. Customs clearance: Import customs clearance services in designated overseas locations.

C. Warehousing: Storage, inventory management, and related services at Service Provider's overseas warehouses.

D. Final delivery/transshipment: Delivery of goods from warehouses to Client-specified addresses. Advance payment may be required for certain services.

E. Other mutually agreed-upon logistics services as required.

Terms and Conditions:

1. Service Provider's competitive pricing is outlined in the agreed-upon quotation. Updated quotations will be provided to Client, and continued service following notification constitutes acceptance of the revised pricing.
2. Service Provider shall adhere to mutually agreed-upon operational procedures, including those communicated via email. Client shall provide necessary documentation. Service Provider shall execute services per Client instructions.
3. Service Provider shall respond promptly to Client inquiries. Delays due to extenuating circumstances will be communicated with reasonable explanation.
4. Service Provider shall maintain organized storage areas and ensure accurate inventory management.
5. Service Provider shall conduct business with diligence, responsibility, and in compliance with all applicable laws and ethical standards.
6. Defined terms within this Agreement are for clarity and mutual understanding.
7. Use of either party's trademarks, logos, or other intellectual property requires prior written authorization and adherence to agreed-upon usage guidelines.
8. Client warrants that it is a legally established entity, its signatory representative is duly authorized, it can fulfill its obligations, and its qualifications and certifications are valid and accurate.
9. Client shall comply with all regulations regarding prohibited goods and ensure that shipments do not contain restricted or dangerous items. Client is responsible for the legality, ownership, and non-infringement of goods. Client shall indemnify Service Provider for any losses resulting from non-compliance. Service Provider may verify the legality of goods with Client's consent.
10. Service Provider's standard service hours are [9:00-18:00] (excluding local statutory holidays). After-hours services may incur additional fees.
11. Client may request delivery per instructions and receive service updates. Client may modify or cancel shipments prior to processing, bearing any associated costs.
12. Client assumes responsibility for losses resulting from customs inspections, detentions, or destruction. Client shall indemnify Service Provider for any resulting losses.
13. Client shall provide advance notice of urgent shipments. Service Provider is not liable for delays without prior mutual agreement.
14. Post-shipment modifications must be mutually agreed upon in writing. Service Provider may withhold implementation pending payment of associated fees.
15. Service Provider retains all rights to its trademarks and intellectual property. Client shall not disclose confidential information or use Service Provider's marks without prior written consent. Violations may result in termination and claims for damages.

Definitions:

1. Customs Clearance: The process by which Service Provider facilitates the clearance of Client's goods through customs authorities.
2. Warehouse Transfer: The movement of goods between Service Provider's warehouses at Client's instruction.
3. In-Warehouse: Pertaining to any activity or matter occurring within Service Provider's managed warehouses.
4. Damage: Physical or chemical alteration of goods rendering them unsaleable or resulting in customer complaints, returns, or refunds.
5. Waybill Number: A logistics carrier's tracking code for goods.
6. Logistics Track: A record of changes in a shipment's tracking status.
7. Delivery Anomaly: Deviations or failures during the delivery process, including but not limited to lack of tracking information, delayed status updates, customs holds, rejections, misdeliveries, damage, loss, or incorrect recipient information.
8. Channel Anomaly: Disruption or modification of delivery channels by the carrier or Service Provider, preventing the use of agreed-upon service rules.
9. Quotation: Service Provider's price list for supply chain services.
10. Delivery Service Provider: The carrier responsible for transporting and delivering goods.
11. Warehousing: The storage and management of goods in a designated facility.
12. Information System: The systems used by both Parties for goods management, order placement, tracking, and warehouse operations.

Rights and Obligations of the Parties:

1. Customs Clearance Agency Service:

• Client shall provide accurate and complete customs documentation to Service Provider within specified timeframes.
• Service Provider shall review and process customs documentation, notifying Client of any discrepancies.
• Client warrants the accuracy of customs documentation and shall indemnify Service Provider for any resulting liabilities.
• Client shall bear the costs associated with customs inspections and delays.
• Service Provider shall promptly notify Client of customs-related issues.
• Client is responsible for providing correct HS codes.
• Service Provider shall provide timely updates on shipment status.

2. Outbound Delivery:

• Service Provider shall fulfill outbound orders based on Client's instructions.
• Service Provider shall adhere to agreed-upon delivery timelines.
• Client shall provide advance notice of anticipated order volume fluctuations.
• Packaging consumables may be provided or purchased by Service Provider at Client's request and expense.
• Service Provider shall attempt to cancel or intercept orders as requested by Client.
• Client shall be notified of out-of-stock issues. Client must provide prompt resolution.
• Unresolved orders will hold related inventory.

3. Insurance:

• Service Provider shall assist Client with insurance claims, providing necessary documentation.
• Deductible amounts shall be governed by Client's insurance policy.

4. Warehouse Management:

• Service Provider shall maintain organized and efficient warehouse operations.
• Dynamic inventory checks may be conducted at Client's expense.
• Periodic inventory counts shall be performed and communicated to Client for confirmation.
• An acceptable annual loss rate of 0.3% is agreed upon.

5. Dynamic Sales:

• Client is responsible for monitoring and managing inventory turnover.
• Service Provider may terminate services for goods stored beyond 60 days, with disposal costs borne by Client.

6. Maintenance of Information System Data:

• Service Provider shall provide interface specifications for system integration.
• Client shall ensure data integrity and accuracy.
• Unauthorized modifications to waybill information are prohibited.
• Parties shall cooperate in resolving data discrepancies.
• Prompt responses to system-related inquiries are required.
• Service Provider shall support reasonable system improvement requests.

7. Reconciliation and Settlement:

• Billing formats and frequencies shall be mutually agreed upon.
• Settlement methods include prepaid, cash, weekly, semi-monthly, or monthly, others.
• Detailed billing statements and invoices shall be provided.
• Client shall complete payments within specified timeframes.
• Disputes regarding billing shall be addressed promptly.
• Bank transfer fees shall be borne by each party.
• Settlement currencies shall align with the agreed-upon quotation.
• A deposit is required.
• Late payments shall incur liquidated damages of 0.05% per day.
• Service Provider may suspend services for non-payment.

8. Failure to pay

• Failure to pay may cause service to stop, and goods to be held until payment is made.

Liability for Breach of Contract:

1. Service Provider shall compensate Client for lost or damaged goods per this Agreement. Damaged goods, once compensated, remain property of Service Provider.
2. Parties shall adhere to agreed-upon logistics service requirements.
3. Parties are liable for losses resulting from qualification issues.
4. Breach of warranties or obligations shall result in liability for losses.
5. Material breaches may lead to termination of the Agreement.
6. Unilateral termination rights are outlined for specific circumstances.
7. Quotation adjustments require written notice.
8. Client is liable for losses resulting from prohibited or restricted goods.
9. Client shall indemnify Service Provider for claims or litigation arising from Client's actions.
10. Unauthorized use of Service Provider's services is prohibited.
11. Client shall comply with destination country laws.

Compensation Clause:

1. For in-warehouse and outbound delivery losses due to Service Provider's negligence, compensation is limited to the purchase invoice price, maximum RMB 300 per piece. Delivery errors will result in waived redelivery fees. Client and their insurer bear losses due to their own fault. Indirect losses are excluded. Claims require complete documentation within 10 days of discovery. Service Provider will verify and compensate within 30 days of receipt. Failure to provide documentation within 10 days voids the claim.
2. Final Delivery Compensation: Service Provider shall assist Client in pursuing claims for delivery anomalies, but does not guarantee success.

Communication Clause:

1. Notices shall be in writing and sent via email.
2. Delivery of notices is deemed effective upon receipt confirmation.
3. Parties shall provide timely notification of contact information changes.