The member entrusts the company with the planning and execution of international logistics and North American warehousing and distribution services (hereinafter referred to as the full supply chain) due to the need for product sales and platform expansion in the North American market. Based on the principle of friendly reciprocity, both parties have reached an agreement after cooperative negotiations, and both parties agree to perform the relevant rights and obligations in accordance with the following terms

Article 1: Service Scope of the Company

The full supply chain services provided by the Company are cross-border transportation from Asia to North America, warehousing management within North America, and integrated logistics services for distribution to any of the 48 states in the United States. The Company promises to provide members with services that meet the commitment of the performance price through multi-location and multi-warehouse storage management and distribution, and provides members with online services such as commodity management, performance price calculation, inbound booking, inventory management, shipment management, and service fee settlement through a cloud warehouse management platform (hereinafter referred to as the "Company Platform").

The service scope includes booking and reservation for sea freight (mainly for full container load), international transportation, North American import, container unloading and warehousing, storage management, and picking and outbound distribution. The Company provides cross-border full supply chain services that meet the commitment of the performance price for members, with individual commodities and packaging methods as service units and offers "fulfillment" and "dropshipping" services through intelligent operation.

Article 2: Contract Period and Signing Fee

This contract becomes effective from the date of the member's registration and is valid for one year. The member must complete the payment of the annual fee within 7 days of the registration date, and after the company confirms the full payment, the member's account will be set up and the access granted.

  1. The annual fee is 2,000 US dollars (US$2,000.0).
  2. If the member is a high-quality customer recommended by Payoneer and is verified as such, they may be eligible for an exclusive offer of waived annual fee for the following year.
  3. Payment can be made through the PWP (Pay With Payoneer) channel by transferring the funds to the company's designated account. If the member has not yet registered a Payoneer account, they may prepay by wire transfer to the company's designated bank account.

During the contract period, the member can use the company's full range of supply chain services through the company's platform, including online services for managing products, calculating service fulfillment prices, making inbound booking, managing inventory, managing shipping, and settling service fees. The member is responsible for paying the corresponding supply chain service fees according to the services provided, which are based on the member's needs for delivery and shipping.

Article 3: Contents of Full-service Supply Chain Services

The full-service supply chain services provided by the Company include booking reservation, international transportation (mainly for full-container-load sea freight), import customs clearance, North American warehousing, unloading, storage management, and pick-and-pack delivery operations. For the goods that the member has booked for warehousing, the Company will advance all costs before delivery (except for import bond fees, import customs fees, and import tariffs) and settle and pay for the costs before the goods are delivered based on the "Fulfillment Price" on the 31st day after the goods are stored, with settlement and payment details provided in Article 4.

The member agrees to use the full-service supply chain services provided by the Company in the following manner.

  1. The member places a warehousing reservation instruction on the Company's platform, and the Company plans and executes the full-service supply chain and assigns it to a service provider from the designated export hub where the member delivers the container. During the full-service supply chain process, if the Company or its service provider discovers that the content of the goods is inconsistent with the reservation information provided by the member, the Company and its service provider reserve the right to refuse to provide services.
  2. The member shall bear all costs incurred by the goods at the export hub. If the Company's service provider assists in paying the export procedures, the member shall pay within 7 days of the service provider's invoice. If the goods are subjected to customs inspection, port congestion, or delay due to the member's fault during export from Asia or import clearance in the United States, the related costs shall be borne by the member and paid according to the service provider's invoice.
  3. The member shall act as or provide a designated legal third party as the importer (Consignee). If the member entrusts the Company's service provider to assist in the import customs clearance operation, the member shall provide a Power of Attorney (POA) and an import bond, and provide detailed tariff classification data to ensure smooth completion of the import customs clearance operation. If the member designates a third party as the importer, the member shall reach an agreement with the third party and complete a written notification of authorization before the designation. The third party shall agree to abide by the terms of this contract for the goods entrusted to the Company for supply chain services.
  4. Members can select their preferred storage region (west/central/east), and the company will assign the most suitable warehouse based on the product properties and warehouse availability. Each inbound booking is based on a 40-foot container. If the reservation quantity does not reach 90% full or 1900 cubic feet, members will have to pay an additional service fee.
    • If the reservation quantity is between 1600-1799 cubic feet, members must pay an additional $500 for unfilled containers, and for 1300-1599 cubic feet, members must pay an additional $1000.
    • The company reserves the right to refuse to accept and arrange reservations if the reservation quantity or remaining quantity does not reach 1300 cubic feet.
    • Due to weight restrictions on highways and railways in the United States, the total weight of the contents of a 40-foot container (excluding the weight of an empty container) is limited to 16,000-19,000 kg (depending on the warehouse location and inland transportation route weight limits). Members must strictly adhere to the weight restrictions in North America. If any overweight incident occurs, the member will be responsible for the cost, fines, and penalties, and the company reserves the right to refuse to accept and arrange transportation.
    • Members who receive special support from the company to open inbound booking below 1,300 cubic feet are not subject to this limit. However, members must be responsible for transporting their goods from Asia to the company's designated warehouse in North America, and the company's service provider will then take over the service.
  5. All entrusted goods must be perfectly packed in cardboard boxes, and all outer boxes must be secured with pallets or shrink wrap and loaded into a full container (with the exception of those with permission from the company prior to reservation). For the purpose of protecting the goods, when unloading the container, the outer box count logged in the member's platform login will be used for inventory, and no individual box will be opened to check the contents. If there is a shortage or anomaly in the goods when the service provider opens the box for picking and shipping, the company can revise the member's data based on the service provider's feedback data on the platform.
  6. All goods must be completed by the company's warehousing operations before they can be accepted for fulfillment or dropshipping requests. The company does not provide services for goods that are directly delivered to non-company designated warehouses after customs clearance. The company shall manage the goods stored in its North American warehouse with due care, and execute the member's pick and delivery instructions accordingly. Members are responsible for confirming the packaging integrity and protection of the outer boxes and shipping units. If the packaging is damaged during the entrusted period, resulting in business losses for the member, the member must provide certification documents to assist the company in seeking compensation from the service provider.
  7. When a member issues a "dropshipping" instruction, the company platform will intelligently match the most suitable storage area based on the shipping address. If the member's storage area and shipping address are not in the same region, the company will charge a cross-region fee, the details of which can be found on the company platform.
  8. For goods that are returned or recalled at the request of the member, the company will judge based on the packaging integrity whether the goods can be re-entered into storage. If it is deemed that the goods cannot be re-entered into storage, the member must remove them within 30 days or request the company to dispose of them.

Article 4: Supply Chain Service Fees and Payment

During the period of using the full supply chain services of the company, members shall pay the following fees per batch of stored goods:

  1. From the 1st to the 30th day after storage: the company shall charge based on the quantity of goods leaving the warehouse and shipping demands, and members shall complete the payment before the goods leave the warehouse.
  2. From the 31st day after storage: the company shall charge for "fulfillment" based on the quantity of goods not yet leaving the warehouse for the current batch, and members shall complete the payment on the day of billing.
  3. From the 31st day after storage until all goods for the current batch have left the warehouse: the company shall charge based on the quantity of goods leaving the warehouse and shipping demands, and automatically deduct the corresponding "fulfillment" fee that has been accounted for or paid by the member. Members shall complete the payment before the goods leave the warehouse.
  4. For goods entrusted to the company's services and stored in the company's North American warehouses, regardless of warehouses in the West, Central or East regions, members shall pay monthly rent from the month of entry into the warehouse. The monthly rent is charged according to the Amazon FBA warehouse's off-season charging standard, and calculated on the 1st day of the current batch of the month. Members who have completed the warehouse shipping before the 9th day of the month are not included in the calculation. Members who transport their goods to the company's designated North American warehouse or are allowed to enter the warehouse by themselves (LCL) as special cases, are not eligible for rent exemption. If the quality, size or weight characteristics of the goods make it impossible to put them on shelves or stack them, causing standard storage space to be wasted, the company may adjust the rent charged according to the situation. If the member's goods have been stored for more than 6 months, the rent charged will be based on the Amazon FBA warehouse's peak season charging standard.
  5. Members shall pay the supply chain service fees to the company through their Payoneer account, and complete the payment process before the goods leave the warehouse according to the platform's steps, in order to exercise their pickup or shipping rights. In case of special circumstances where payment cannot be made through the Payoneer account, members may apply to the company for alternative payment methods as special cases, but must comply with the pre-payment limit before delivery. If there is a delay in payment, the company may suspend the member's shipping rights until the payment is received in full.
  6. The company has the right to change the supply chain service performance price under the following three circumstances:
    1. To assist members in obtaining stable and effective transportation services in response to the fluctuation of the North American supply and demand, the company may make adjustments every quarter. If there is a price increase due to the tight supply of international shipping routes or drastic market changes, the company may adjust and announce it according to the market situation.
    2. All service providers for the full supply chain will adjust their fees at the beginning of each year, with an average adjustment range of 5% based on the previous year's quotation. The company may make adjustments in the first quarter of the current year and announce them 7 days before the new quotation is launched. This type of adjustment involves local delivery fees in North America, so the company will also update the "dropshipping performance price" for goods that have been stored since the previous year. If a member still has inventory from the previous year, the new quotation shall be used for cost settlement when the goods leave the warehouse.
    3. In the event of a Peak Surcharge or an increase or adjustment in additional fees due to a busy season or increased volume, the company may implement and charge members in accordance with the announcements on the official websites of FedEx and UPS.
  7. The supply chain service fees for member products are based on the current pricing at the time of the actual sailing date (departure date) when the product is scheduled for storage. The full supply chain fees for each individual product are calculated based on the information provided by the member on the company's platform. If there is a discrepancy in the information provided by the member, such as size or weight differences, the company may modify the member's product information based on feedback from the service provider and recover any additional fees incurred during the period of information discrepancy.
  8. If a member company is registered in Taiwan, the 5% business tax required to be levied under the regulations for value-added and non-value-added taxes shall be borne by the member.

Article 5: Other Add-on or Customized Demands

For shipping and service provision, if a member has special requests such as recipient signature, label attachment, label replacement, printing or attaching of shipping documents, or pallet wrapping, additional service charges apply and are detailed on our platform. In the case of customized or general logistics demands (not covered by the full supply chain service provided on our platform) such as repackaging of inventory, FBA warehouse stock transfer with collection, etc., our company will provide a separate quotation for the required services.

Article 6: Account Management and Security

Members have the obligation to properly safeguard the registration account and password provided for this service and shall not allow or lend it to others in any way. If a member discovers that a third party has impersonated or stolen the registration account and password for this service held by the member, or any other unauthorized use, the member shall immediately notify the Company to suspend the service and take preventive measures. Before the Company accepts the member's notification, the member shall bear the losses caused by the use of this service by a third party and agree that the Company is exempt from liability.

Article 7: Product Storage

All products stored by members in the warehouse must comply with the laws and regulations of the United States of America. Members may not store explosive, corrosive, flammable, combustible, or other inherently dangerous substances, illegal drugs, counterfeit items (including currency, clothing, audio or video recordings, tapes, CDs, or DVDs, and any items that violate federal copyright or trademark law). Members are fully responsible for any and all illegal items stored. Members may not promise, allow, or engage in any behavior that could cause loss, damage, or harm to the products or the storage location, including fire.

Article 8: Delivery and Pickup Services

Members must place orders for delivery (dropshipping) or pickup (fulfillment) through the platform provided by this Company. The Company can only accept and operate during normal working hours permitted by the local government in each district's warehouse. If the Member requests services outside of normal working hours, the Member must notify and pay the labor or overtime fees incurred.

After the Member places a delivery or pickup order, if it is canceled, changed, or delayed due to reasons other than the Company's fault, the Company reserves the right to charge relevant fees. If the goods are recalled or returned due to reasons other than the Company's fault, or if the address is changed or the data is incorrect and the goods cannot be delivered as agreed, the Member must pay the shipping and recall fees, and the Company is not responsible for the condition of the recalled goods.

When the Member uses the delivery (dropshipping) service, the Member can track the delivery status using the tracking number provided by the Company's service provider after the goods have left the warehouse. The Company's responsibility ends when the service provider confirms delivery. If the goods are lost after delivery, which is beyond the scope of the Company and the service provider's maintenance, the Member must negotiate with the customer on their own.

When the Member uses the pickup (fulfillment) service, if the local delivery is handled by FedEx/UPS Ground and other box cargo transportation, both parties agree to rely on the updated order fulfillment records in the Company's system to the "completed" list. The subsequent effectiveness of the FedEx/UPS tracking number and the delivery status of the goods are beyond the Company's responsibility. The Member must follow up and negotiate with the delivery contractor on their own, and the Company is protected from liability. If the local delivery is handled by LTL trucks and other pallet transportation, the Member must provide the BOL (Bill of Lading). After the Member assigns a carrier to pick up the goods from the warehouse, the Company only needs to provide a signed BOL as feedback. The tracking number of the truck and the subsequent delivery status are the responsibility of the Member to follow up on.

Article 9: Unacceptable Goods

The following conditions are considered as unacceptable goods, and the Company and its service providers may refuse to provide any part of the service. When the member requests services with unacceptable goods, all resulting claims, damages, penalties, and costs shall be fully borne by the member.

  1. Goods classified as dangerous substances, dangerous goods, or prohibited items by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Agreement concerning the International Carriage of Dangerous Goods by Road), any relevant government department, or other relevant organizations.
  2. Goods that are required to be declared under relevant customs regulations but are not truthfully declared or falsely declared.
  3. Goods containing hazardous or counterfeit products, animals, gold bars, currency, tax labels, anonymous negotiable instruments, precious metals and gems, weapons or imitations, weapon parts and ammunition, corpses, pornographic publications, and illegal drugs/narcotics.
  4. Any other items contained in the shipment that are deemed by the Company and its international supply chain service providers, partners, or agents to be unsafe or illegal for transport.
  5. Goods with incomplete or improper packaging.

Article 10: Legal Declaration

Our company and our service providers have a "zero tolerance" policy towards illegal activities, and all illegal activities are strictly prohibited regardless of the target, location, or service. Members hereby declare that the goods stored, entrusted, and transported are legal, and agree to protect, compensate, and ensure that our company and our service providers are exempt from any charges, claims, lawsuits, and all responsibilities, losses, damages, fines, penalties, costs, or expenses (including legal fees and fines) arising from any illegal activities or illegal goods stored by the member during the period of commission. Any liability or damage caused by the member's illegal actions or failure to comply with or fulfill its obligations shall be borne and paid by the member.

Article 11: Force Majeure

The Company and its service providers shall not be liable for any loss or damage caused by uncontrollable circumstances, including but not limited to: electrical or magnetic damage or loss of electronic or photographic images, data or video recordings; any defects or characteristics related to the nature of the goods, even if known by the Company and its international supply chain service providers; any acts or omissions of persons not employed or contracted by the Company's service providers, such as shippers, recipients, third parties, customs or other government officials; force majeure events, such as earthquakes, tornadoes, storms, floods, fires, heavy fog, war, plane crashes or embargoes, riots or civil disturbances, labor strikes, government actions or other events beyond their actual control.

In the event of loss or damage to goods that occurs outside uncontrollable circumstances, the liability of the Company is limited to the direct loss and damage of the member, excluding all other types of loss or damage (such as lost profits, revenue, benefits, and future business), and such losses and damages shall be calculated quarterly. Compensation shall be paid for errors in operations exceeding 0.5% of the total shipping orders, and the responsibility shall be determined based on the status of the member's goods. If the goods are lost or damaged and still remain in the Company's warehouse, the liability amount of the Company shall be limited to a maximum of USD 1.0 per pound and USD 30 per outer box, based on the North American import customs declaration documents provided by the member. After the member issues the "dropshipping" instruction on the Company's platform, if the goods can be shipped by Fedex/UPS Ground, and if the tracking number is not activated and the goods are lost after the shipment is released, the Company shall waive the delivery fee for that shipment. If the goods are lost or damaged during local transportation after leaving the warehouse, the member must report it within 7 days of delivery and provide credible proof of damage and loss, and if the Company needs to assist in filing a complaint on behalf of the member, the member agrees to accept the compensation or settlement result determined by the service provider. If the member believes that the limited liability under this section does not meet their needs, they must arrange for insurance to protect their rights and interests.

Article 12: Transfer of Rights

All or any part of the rights in this contract may only be used by the member during the validity period and may not be transferred to any third party.

Article 13: Delayed Payment

In the event of delayed payment or non-payment by the member, the Company may suspend all of the member's rights until payment is confirmed. The Company reserves the right to charge a monthly interest of 10% on the outstanding amount to cover administrative expenses incurred as a result of the member's overdue payment.

Article 14: Abandoned Property

Any goods that remain in the Company's overseas warehouses, after 30 days from the Company's notice upon expiration or termination of this contract, shall be deemed abandoned by the member and may be retained by the Company as its own property or disposed of at its own discretion.

Article 15: Expiration, Termination, and Breach

30 days prior to the expiration of this contract, the parties may discuss and decide whether to enter into a new contract. If a new contract is not signed after the expiration of this contract, and the services continue without either party notifying the other party in writing of termination, then this contract shall be deemed to have been extended, and the terms and conditions of this contract shall still apply, and the member shall pay the relevant fees on time. During the term of the contract or upon its expiration, if the member wishes to withdraw or transfer all or part of the goods from the company's warehouse, the company may require the member to pay all fees before the goods are withdrawn from the warehouse.

If a member delays payment or fails to make payment for more than two consecutive times, and fails to pay the outstanding amount within 30 days after being notified by the company, the member shall be deemed to be in breach of contract, and the company may notify the member to initiate the contract termination process. The member shall pay all fees and remove the goods within 30 days after receiving the company's notice. If the member fails to pay the amount due after the company's notice has been given for more than 30 days, the company may dispose of the goods in accordance with Article 14 of this contract.

Article 16: Severability

The invalidity or non-compulsory nature of any provision of this contract does not affect any other part of this contract.

Article 17: Modification and Notice

The company has the right to modify or change the services provided in this contract. If there is any change, the company shall announce it on the platform or notify the member by email. If the member does not agree to the change, the member must immediately stop using the service. If the member continues to use the service after any modification or change, it shall be deemed that the member has read, understood, and agreed to such modification or change.

Article 18: Others

For matters not covered in this contract, the parties shall discuss and resolve them in a friendly and cooperative manner. If necessary, a separate written agreement may be made.

Article 19: Governing Law and Jurisdiction

The negotiation, signing, performance, and interpretation of this contract shall be governed by the laws of the People's Republic of China, but the application of conflict of laws shall be excluded. Any disputes or controversies arising from this contract shall be resolved through friendly consultation between the parties. If the consultation fails, either party has the right to apply for arbitration to the Shenzhen International Arbitration Court. If the member company is registered in Taiwan, the law of Taiwan shall be the governing law, and the Taipei District Court in Taiwan shall be the first-instance court. Any dispute related to the use of this platform shall be resolved in good faith through negotiation to reach the most appropriate solution. If the parties fail to reach an agreement within 30 days, either party may submit a request for mediation or arbitration, and further litigation may be initiated. In addition, any lawsuit related to the terms of this service must be filed within one year of the cause of action.