WCWS Quality Control Services Agreement
WCWS Quality Control Services Agreement
(Updated as of December 25, 2017)
PLEASE READ THIS AGREEMENT CAREFULLY
This services agreement (the “Agreement”) is made between you, as a User (as defined below), and the WCWS entity listed below (“WCWS” or “we”), which supplements the WCWS Transaction Services Agreement regarding your use of the WCWS Quality Control Services (as defined below) provided to registered users of the www.wcws.com and www.wcws.cn online site (“WCWS Site”). You are contracting with Borderwing International Co., Ltd. and its affiliate Xiamen TuoYiWuJing Network Technology Co., Ltd. which provides technical support in connection with the transaction services utilizing its strengths in quality inspection.
1. Acceptance of Terms
1.1 You acknowledge that you have read this Agreement prior to your use of WCWS Quality Control Services. Each time you use WCWS Quality Control Services, you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time. WCWS may publish quality control rules and, other rules and policies for any type of online trading goods and make any subsequent revisions or modifications from time to time ("WCWS Goods Acceptability Standard"). These terms are expressly incorporated in this Agreement by reference and you agree to be bound by such rules and policies.
1.2 As some or part of the WCWS Quality Control Services may be supported or provided by affiliates of WCWS, WCWS may delegate some of the WCWS Quality Control Services to its affiliates, particularly Shenzhen TuoYiWuJing Supply Chain Service Co., Ltd. incorporated in China. You agree that it may invoice you for their part of the WCWS Quality Control Services.
1.3 We may amend this Agreement any time by posting an updated version at www.wcws.com (the “WCWS Site”). The updated version of this Agreement shall take effect immediately upon posting. By continuing to use the WCWS Quality Control Services, you agree that the amended terms will apply to you.
2. WCWS Quality Control Services
2.1 The “WCWS Quality Control Services” means the quality inspection service provided by WCWS and our affiliates to the quality of goods delivered related to the Online Transactions reached on the WCWS Site in accordance with the WCWS Goods Acceptability Standard(WHQ-rate standard). These transactions (“Online Transactions”) are subject to the WCWS Transaction Services Agreement.
2.2 The WCWS Quality Control Services are only available to the registered users of the WCWS Sites (“Users”). A User who purchases or acquires any goods in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any goods in an Online Transaction is also referred to as a “Seller”. If your subscription to any user services of the WCWS Sites expires or is terminated for any reason, you are not eligible to use the WCWS Quality Control Services to conclude online transactions on WCWS Site.
2.3 WCWS shall have the right to refuse to provide the WCWS Quality Control Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the WCWS Transaction Services Agreement or the other applicable terms, rules and policies concerning WCWS’s transaction services under the WCWS Transaction Services Agreement in accordance with WCWS’s instructions or (b) if WCWS has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject WCWS or any of our affiliates to liability.
2.4 You agree that WCWS shall have the sole and absolute discretion to determine the quality of goods delivered for Online Transactions in accordance with the terms of this Agreement and related standards.
3. WCWS Quality Control Services for Online Transactions
3.1 The Seller of the Online Transaction shall provide the Buyer with the eligible goods under the Online Transaction, and when the Seller delivers the goods for the WCWS Online Transaction, the quality inspection is conducted in the premises owned by WCWS or one of its affiliates and/or a registered third party acting on behalf of WCWS. The goods are received by WCWS or one of its affiliates and/or a registered third party acting on behalf of WCWS on behalf of Buyer. The Buyer agrees that the delivery of the goods listed for the Online Transaction by the Seller and pass the WCWS Goods Acceptability Standard (WHQ-Rate) constitutes the delivery of the goods to the Buyer and the Seller’s delivery obligation to the Online Transaction is fully satisfied when the goods is received at the quality inspection site and confirmed that the goods meets the WCWS Goods Acceptability Standard. Delivery must be made at the location specified by WCWS or any location supported from time to time by WCWS.
3.2 Upon receipt of the Seller’s goods, WCWS shall promptly notify WCWS Sites of the details of the payment. WCWS shall also monitor and keep safe custody of the received goods and shall not release the goods unless an event set forth in clause 3.3 below occurs.
3.3 WCWS shall retain the goods received in connection with an Online Transaction unless, as agreed between Buyer and WCWS, any of the following events occurs:
(a) WCWS will return the goods and notify the Seller if the goods are decided to be unqualified through the WCWS Quality Control Services. The Seller may choose to pick up the goods by itself or have them returned by WCWS, and WCWS will transfer the goods according to the Seller's instructions;
(b) If the goods are decided to be qualified through the WCWS Quality Control Services, the Buyer will issue a shipping order through the WCWS Transportation Service Platform and then WCWS will transfer the goods according to the Buyer's shipping instructions. Or
(c) If WCWS or its affiliates receive any orders, awards, decisions or judgments from a court, arbitral tribunal or government agency with jurisdiction directing us to transfer goods, such goods will be subject to such orders, awards, decisions or judgments.
3.4 You acknowledge that WCWS has the right to return the goods to the Seller or accept the goods on behalf of the Buyer based on the results of WCWS Quality Control Services provided by its affiliates for Online Transactions. Buyer agrees to permit and hereby authorize WCWS, which in turn instructs WCWS to confirm whether the goods delivered by the Seller is qualified and return or accept the goods according to results of quality control services and release the funds to the Seller; Seller agrees to permit and hereby authorize WCWS which in turn instructs WCWS to return or accept the goods delivered under any Online Transaction.
3.5 When returning any goods, the relevant shipping fee will be borne by the Seller.
3.6 When accepting any goods, the Buyer agrees that the goods to be kept by WCWS and goods custodial fees is collected according to the WCWS warehousing service charge standard until the WCWS receives the Buyer's shipping order to transfer the goods.
3.7 You acknowledge and agree that WCWS reserves the right to charge fees for goods kept on the basis of WCWS Warehousing Services provided to you in accordance with relevant service standards.
4. Users’ Responsibilities
4.1 All Online Transactions are concluded by and between Users only. You shall complete Online Transactions in accordance with terms, rules and policies of the WCWS Transaction Services Agreement and WCWS Supplementary Services Agreement, WCWS Quality Control Services Agreement and WCWS Sites. You agree that you will not hold WCWS and our affiliates or agents liable for any Online Transaction or any goods supplied under any Online Transaction.
4.2 You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for WCWS’s provision of the WCWS Quality Control Services. If your failure to do so results in any delay in the provision of any WCWS Quality Control Services or cancellation of any Online Transaction, WCWS and our affiliates shall not be liable for any loss or damages arising from such delay.
4.3 You represent and warrant that:
(a) you will use the WCWS Quality Control Services in good faith and in compliance with all applicable laws and regulations;
(b) the information and material you provide in connection with the use of the WCWS Quality Control Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the WCWS Quality Control Services to defraud WCWS, our affiliates or other Users or engage in other unlawful activities (including without limitation dealing in goods prohibited by law);
(d) in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;
(e) in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements.
4.4 If in WCWS’s opinion, any User is not acting in good faith, abusing the WCWS Quality Control Services, or in breach of this Agreement, WCWS shall have the right to cancel the Online Transaction.
4.5 You as the User shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any goods purchased through the WCWS Transaction Services or otherwise arising from the Online Transaction.
4.6 You agree to indemnify WCWS and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the WCWS Quality Control Services or from User’s breach of this Agreement. WCWS reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with WCWS in asserting any available defenses.
5. Personal Data Privacy
6. Suspension of Systems
6.1 If you are unable to use the WCWS Quality Control Services directly or indirectly due to any of the following reasons, you agree that you will not hold WCWS, its affiliates or agents liable for any default, delay or failure in performing its obligations under this Agreement:
(a) system suspension which has been announced by WCWS in advance;
(b) any Force Majeure Event (as defined under Clause 8).
7. Disclaimer and Limitation of Liability
7.1 WCWS will only be liable for the obligations expressly set forth in this Agreement.
7.2 You agree that all risks arising from the Online Transaction will be borne by you and your counterparty.
7.3 Users’ information is provided by Users themselves. WCWS makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.
7.4 WCWS makes no warranty regarding the WCWS Quality Control Services or any goods supplied by the sellers under any Online Transaction, including but not limited to:
(a) the WCWS Quality Control Services will meet your requirements;
(b) the WCWS Quality Control Services will be uninterrupted, timely or error free; or
(c) any products, information or material obtained by you in connection with the WCWS Quality Control Services will meet your requirements.
7.5 Any proposal or material that you may obtain from WCWS or our staff or through the use of the WCWS Quality Control Services, whether in writing or oral, shall not constitute WCWS’s warranty regarding the WCWS Quality Control Services.
7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES. ANY AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.
7.7 TO THE FULL EXTENT PERMITTED BY LAW, WCWS AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE WCWS QUALITY CONTROL SERVICES.
7.8 THE AGGREGATE LIABILITY OF WCWS AND OUR AFFILIATES ARISING FROM THE WCWS QUALITY CONTROL SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATIONS THAT WCWS MAY DERIVE FROM SUCH TRANSACTION.
7.9 If you have a dispute with other parties, you release WCWS (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you agree to waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.”
8. Force Majeure
No party, its affiliates or agents shall be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond reasonable control of such party, its affiliates or agents, including without limitation, (i) a fire, flood, elements of nature or other acts of God, (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (iv) a labor dispute (whether or not employees’ demands are reasonable or within the party’s power to satisfy), (v) acts or omissions of a government authority prohibiting or impeding the affected party (or its affiliates or agents) from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc. or (vi) the nonperformance by a third party for any similar cause beyond the reasonable control of the Party (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing party will be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and the party continues to use commercially reasonable efforts to resume performance.
9.1 This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of Hong Kong. You irrevocably consent to the exclusive jurisdiction of the courts of Hong Kong, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.
9.2 If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the WCWS Quality Control Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations. If any Dispute arises between Buyer and Seller in connection with an Online Transaction, you agree that such Dispute shall be resolved in accordance with the procedures set forth in clause 10 of the WCWS Transaction Services Agreement only. If you initiate any legal proceedings against WCWS or our affiliates in breach of clause 10 of the WCWS Transaction Services Agreement, you shall indemnify and hold WCWS and our affiliates, agents, employees, directors, officers and agents harmless and indemnified against any claim, losses, damages that may be suffered by us.
9.3 In any event, you may not make any claim against WCWS or our affiliates under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.
9.4 Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
10. General Provisions
10.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
10.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
10.4 Any failure by WCWS to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
10.5 WCWS shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. WCWS may delegate certain rights and responsibilities of WCWS under this Agreement to independent contractors or other third parties. Users may not assign, in whole or part, this Agreement to any person or entity.
10.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.
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