THIS AGREEMENT is made on 20 December 2020

THIS AGREEMENT is made on 20 December 2020

Between

(1)  ON-CALL STORE whose registered office is at :No. 302, Building 7, No. 1133, Mingyang Road, Longqiao Street, Chengxiang District,, Putian, Fujian, China, N/A (the Supplier)

(2) AdopX whose registered office is at No 62, Lane 173 Hoang Hoa Tham, Ngoc Ha Commune, Ba Dinh District, Ha Noi, Ha Noi, Viet Nam, 100000  (the Vendor)

Whereas

The Vendor desires to sell and promote the products offered by the Supplier on its Website and agrees to give sales and/or orders relating to the Products (as defined below) to the Supplier pursuant to the terms and conditions set forth in this Agreement. These terms and conditions shall apply to all Orders for Products in response to which the Supplier provides the Products to the Customers of the Vendor to the exclusion of any other terms and conditions. 

1. Definitions

In this Agreement:-

“Address” means the address stated on each Order for delivery of the Products to the Customer;

“Business Day” means any day other than a Saturday, Sunday or bank holiday in Fujian;

“Customer” means the customer of the Vendor placing Order on the Website for Products of the Supplier; 

“Order” means the Vendor’s customers’ purchase order to which this Agreement;

“Price” means the price of the Products as charged by the Supplier to the Vendor;

“Products” means the products listed in the Annexure and other products from time to time as agreed between the parties;

Website” means the website of the Vendor with URL at https://ciaolux.com/; and

“Writing” includes facsimile, transmission, electronic mail and comparable means of communication.

2. Interpretations

2.1 Any reference in this Agreement to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2.2 The headings in this Agreement are for convenience only and shall not affect their interpretation.

2.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the Order shall have the same meaning in this Agreement but, if there is any conflict between the provisions of the Order and this Agreement, this Agreement shall prevail.

3.     Basis of Purchase

3.1 The Supplier will provide product fulfilment for all sales obtained by the Vendor in relation to the Products of the Supplier as listed in the Annexure (and other products as agreed between the Supplier and the Vendor from time to time).

3.2 The Supplier is not involved in the actual transaction between the Vendor and the Customer. Supplier is not the agent of either the Vendor or the Customer. 

3.3 The Order constitutes an offer by the Vendor to purchase the Products for delivery to its Customer subject to this Agreement. Each Order will be deemed accepted by the Supplier.

3.4  Any typographical clerical or other accidental error or omission in the Order by the Customer, shall be subject to correction without any liability on the part of the Vendor.

3.5  No variation to this Agreement shall be binding unless agreed in writing between the authorised representatives of the Vendor and the Supplier.

4.     Images

4.1  The Supplier shall provide images of products to the Vendor to be used on its Website. 

4.2  The Supplier retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided.

5.     Price, Fees and Charges

5.1 The Supplier will provide Vendor with a detailed listing of all Products along with, but not limited to, the Price it will be charged for each item and any and all other charges which may be due in affiliation with each item. 

5.2  Any Price list provided by the Supplier is valid for 365. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Vendor in writing during the period.

5.3  The Price of the Products shall be stated in the Order and, unless otherwise so stated, shall be:-

a)    inclusive of any applicable value added / sales / services tax (which shall be payable by the Vendor subject to receipt of a tax invoices); and

b)    inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Products to the Delivery Address and any duties, imposts or levies other than value-added tax.

5.4 The Supplier will also provide Vendor with recommended retail prices for the Products but the price the Reseller sell the Products to its Customers shall be left solely to the Reseller’s discretion.

5.5 The Drop Shipping Fee is 10.0% of Product Price ex VAT.

5.6  The Supplier shall at all times supply the Products to the Vendor at competitive prices and conditions. Should a third party offer similar products under comparable circumstances on more favourable terms and conditions than those provided by the Supplier under this Agreement, the Vendor shall be entitled to notify the Supplier that it wishes to amend the terms and conditions of this Agreement to the extent that they shall be as favourable as those offered by the third party.

5.7 Should consultation between the parties with respect of such amendments fail to result in a mutually agreed amendment of this Agreement within a period of 3 months, the Vendor shall at its sole discretion be entitled to cancel this Agreement or reduce the quantity ordered for the Products.

6.     Payment

Time of invoice

6.1 Subject to any special terms agreed in Writing between the Vendor and the Supplier, the Supplier shall be entitled to invoice the Vendor for the price of the Products on or at any time after the date of delivery on a 60 days cycle. 

Time of payment

6.2 The Vendor shall pay the price of the Products (less any discount to which the Vendor is entitled, but without any other deduction in respect of any counterclaim or by way of set-off or otherwise) in cleared funds within 60 days of the date of the Supplier’s invoice, except if the delivery has not yet taken place, in which case payment is due 60 days after the property in the Products has not passed to the Customer.  Receipts for payment will be issued by the Supplier upon payment 

Unpaid Sums

6.3 If any sums are unpaid by the Vendor after the due date and remain unpaid within 90 days of the Supplier calling upon the Vendor to remedy its failure to pay, the Supplier shall be entitled to terminate the Agreement or suspend any further deliveries to the Vendor or suspend the Vendor from the Supplier’s dropshipping program.

7.     Delivery

7.1  The Products shall be delivered to the Address shown in the Order on the date or within business days of the Order, during the usual business hours.

7.2  Time for delivery shall be of the essence of the Contract. The Products may be delivered by the Supplier in advance of the quoted delivery date.

7.3  The Products shall be marked in accordance with any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

7.4  The Supplier agrees to reimburse Vendor for any costs resulting from late delivery of Products on the Order. In addition, the Vendor may, at its sole discretion, reject, or cancel any shipment of Products which will not be delivered by the agreed-upon date of delivery.

8. Quality

8.1  The Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Vendor.

8.2  The Supplier shall maintain main quality, specification control, testing and inspection procedures (“Procedures“) to enable the Supplier to consistently comply with its obligations under each Order and this Agreement.

8.3  The Products shall be marked in accordance with the Vendor’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

8.4  The Supplier shall not unreasonably refuse to take any steps necessary to comply with any request by the Vendor to inspect or test the Products during manufacture, processing or storage at the premises of the Supplier or any third party prior to despatch, and to provide the Vendor with any facilities reasonably required by the Vendor for inspection or testing.

8.5  If as a result of inspection or testing the Vendor is not satisfied that the Products will comply in all respects with the Contract, and the Vendor so informs the Supplier within seven days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance.

8.6  The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Products.

8.7 No inspection, testing or approval of samples by the Vendor shall be construed as acceptance by the Vendor of the conformity of the Products with the Order, these conditions or to any specifications supplied or agreed to by the Vendor and the Supplier shall remain fully responsible for such conformity.

8.8 The Vendor reserves the right to reject any and all Products shipped, or withhold payment of specific invoices for Products which Vendor determines, at its sole discretion, are of inferior quality or otherwise unfit for their intended use.

9.  Returned Products

9.1  All Products shipped to the Customer by the Supplier are to be new and first quality.  

9.2 The Supplier will provide a 60-day return policy during which a Customer may return a Product.  The Supplier agrees to reimburse the Vendor for any return of the Product, whether by Vendor or Vendor’s Customers, for any reason or no reason. The returned Products are billed back at Vendor’s account. Supplier agrees to accept Vendor’s account of how much credit is due. Supplier agrees that the Vendor does not need to have any Customer return documents to verify its account. 

9.3 Without limiting the general obligations of the Supplier under this Agreement, the Supplier agrees to participate, at its own expense, in the process where the Vendor decides to carry out a recall due to defective Products provided by the Supplier. This process shall include but not be limited to:

(a) If requested by the Vendor, the Supplier shall provide a technical solution for the Products which have caused the recall or relate to the cause thereof.

(b) The parties establishing a process to correct or replace all the existing stock of Products concerned whether in the factory, warehouses or distribution networks.

9.4  If Supplier wishes to have the returns shipped back to Supplier, it must notify the Vendor in writing. The Customer shall not be obliged to return to the Supplier any packaging or packing materials for the return of Products.

9.5 The Vendor shall not be responsible for notifying the Supplier of the receipt or retention of returned Products. Supplier waives any right to inspect the Products prior to their disposition by Vendor. Vendor does not guarantee the condition of the returns that are shipped back. If Supplier is concerned about the manner or condition of how the returns are shipped back, Supplier shall, at Supplier’s sole expense, make whatever arrangement it deems necessary for the shipment of the returns.

9.6 The Supplier agrees to compensate Vendor in full for all Products returned by Customers, per the above, including any Products supplied by previous vendors for the line(s) of Products listed on the Order. Supplier shall be responsible for all shipping, storage, and handling charges incurred by the Vendor for any returned Products.

9.7 Cancellation requests must be e-mailed and the response must state “Cancelled”.

10.     Risk and Property

10.1 Risk of damage to or loss of the Products shall pass to the Customer:

(a) in the case of Products to be picked up at the Supplier’s premises, at the time when the Products are handed to the Customer or its carrier; or

(b) in the case of Products to be delivered otherwise than at the Supplier’s premises, at the time of delivery to the Address.

10.2  The property in the Products shall pass to the Customer upon delivery, unless payment for the Products has been agreed to be made prior to delivery, when it shall pass to the Vendor once payment has been made and the Products have been appropriated.

11.  Assignment and Subcontracting

11.1  The Vendor may assign the Agreement or any part of it to any person, firm or company.

11.2  The Supplier shall not be entitled to assign the Agreement or subcontract any part of it without the prior written consent of the Vendor.

12.  Warranty

12.1 The Supplier warrants and represents that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Products shall:

a)   be of satisfactory quality;

b)   be reasonably fit for purpose; 

c)    be reasonably fit for any particular purpose for which the Products are being bought or intended use;

d)  be safe, free from defects or faults in design, material and workmanship and of merchantable quality;

e)  comply with all laws and generally accepted industry standards In the country in which they were manufactured and in which they are to be located or sold, including all taws and standards relating to care, safety, manufacture, packaging, labelling, ticketing, loading, transportation and country of origin, and delivered in full compliance with all national, state, and local laws, rules, regulations, and/or ordinance of any kind, which includes slavery, human trafficking, child and involuntary labour;

f)   both at the time of delivery and for a reasonable period of time thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Order and Specification supplied or advised by the Vendor to the Supplier;

g) not infringe any person’s Intellectual Property Rights or other rights and will not be in contravention of any applicable laws and also warrant that:

(i) where the Supplier Is also the manufacturer of the Products, the Supplier has made all relevant enquiries and carried out all relevant searches (including, without limitation, searches of registers of trademarks, patents and designs) to verify, and now warrants to the Vendor, that all intellectual property that has been exploited or exercised in respect of the Products (including their labelling, packaging or promotion) has been lawfully and validly so exploited, exercised or applied with the consent of the owner of the relevant Intellectual Property Rights;

(ii) where the Supplier is not the manufacturer of the Products, the Supplier has made all the enquiries with the manufacturer.

12.2 The Supplier warrants and represents to the Vendor on acceptance of each Order and at all material times that:

a)     it has the capacity to enter into this Agreement and each Order on its own behalf and on behalf of its affiliates (as applicable under these this Agreement) and has the right and authority to sell the Products to the Vendor in Fujian;

b) it has complied with all applicable regulations or other legal, ethical requirements concerning the manufacture, packaging and delivery of the Products including, but not limited to, all the applicable safety, environments, humanitarian and export regulations of and ; and

c)    it has the right to sell the Products free from all encumbrances and that the Customer will enjoy quiet possession of the Products.

13. Indemnity

13.1 The Supplier shall indemnify the Vendor in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Vendor as a result of or in connection with:-

a)     breach of any warranty given by the Supplier in relation to the Products;

b)    any claim that the Products infringe, or that their importation, use or resale, infringes, the patent, copyright trademark or other intellectual property rights of any other person, including but not limited to any patent, trade secret, copyright, trademark, or trade dress violation or infringement arising from Vendor’s use, sale or offering for sale of any Products covered by the Order, except to the extent that the claim arises from compliance with any specification supplied by the Vendor;

c)     any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering or installing the Products;

d)    all claims by the Customers of the Vendor (and their sub-buyers) arising out of any breach whatever by the Supplier under this Agreement;

e)  all claims, damages, and/or expense(s) on account of Products shipped on the Order and/or services provided by Supplier, including but not limited to claims made against the Vendor involving product liability, property damage, personal injury, and/or defect related to the delivered Products; and

f)  the Vendor or the Customer’s reliance upon any term, condition, warranty or guaranty herein or in the Order which proves to be false.

14. Intellectual Property

14.1 All copyright, patent, trade secret and other proprietary and intellectual property rights in the Products, and information which the Supplier may provide to the Vendor or its agents in relation to the Products, shall (as between the parties) at all times remain vested in the Supplier or the manufacturer of the Products, and the Vendor shall not acquire any intellectual property rights or licence relating to the Products and may not copy or imitate the Products.

14.2 If any claim is made against the Vendor that the Products infringe (or that their use or resale infringes) the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Supplier shall indemnify the Vendor against any liability incurred by the Vendor (including associated expenses reasonably incurred) in connection with the claim.

14.3 Products bearing any registered or unregistered trademarks or any other marks, brands, logos or designs owned by or licensed to the Vendor (“Vendor Branding“) must only be sold to the Vendor’s Customers. Where Products have been rejected or not taken up by the Vendor, the Supplier must obtain the prior written consent of the Vendor to sell such Products to a third party. Consent may be given on any terms specified by the Vendor. If such consent is given, then the Supplier must remove art Vendor Branding and all references to the Vendor’s trademarks including swing tickets, tags, badges and all other labels from those Products before they are offered for sale to a third party.

15. Termination

15.1  The Vendor and the Supplier agree that the term of the Agreement shall commence on its above written effective date and shall continue for as long thereafter as it is mutually agreed between Vendor and Supplier.

15.2 If the Vendor or the Supplier is not satisfied with the term this Agreement, and the results thereof, either party may terminate this Agreement by providing thirty (30) days written notice to the other aforementioned party.

15.3 On termination of this Agreement for any reason:

(a) the Supplier shall fulfil all Orders obtained by the Vendor prior to the termination (subject to Clause 6); and

(b) the Vendor shall pay the Supplier on demand for all Products supplied by the Supplier to the Vendor’s customers and any related fees and charges prior to termination.

16.  Force Majeure

16.1  In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 16.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

16.2  Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

16.3  Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

16.4  If and when the period of such incapacity exceeds 3 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

17. Notices

17.1 Any notice or other formal communication to be given under this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be:

(a) sent by e-mail with receipt set out in clause 17.2; or

(b) delivered by hand or sent by prepaid recorded delivery, special delivery or registered post to the relevant address in clause 17.2

In each case, it shall be marked for the attention of the relevant party set out in clause 17.2 (or as otherwise notified from time to time under this Agreement). Any notice so served by hand, e-mail, fax or post shall be deemed to have been duly given:

  1. in the case of delivery by hand, when delivered;
  2. in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt;
  3. in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting

provided that in each case where delivery by hand or by fax occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

Address of notices

17.2 The addresses of the parties for the purpose of clause 17.1 are:

(a) Supplier:

Address: ON-CALL STORE

e-mail address: :No. 302, Building 7, No. 1133, Mingyang Road, Longqiao Street, Chengxiang District,
Putian
Fujian
China
N/A

For the attention of: ON-CALL STORE

(b) Vendor:

Address: AdopX

e-mail address: No 62, Lane 173 Hoang Hoa Tham, Ngoc Ha Commune, Ba Dinh District
Ha Noi
Ha Noi
Viet Nam
100000

For the attention of: Tinh Nguyen

English language

17.3 All notices or formal communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

19. Confidentiality

19.1 During the course of business between Vendor and Supplier, one party may make available confidential information concerning itself to the other party. The parties agree that the confidential information will be used solely for the purpose of conducting business between the Supplier and the Vendor. The parties must not disclose or distribute any confidential information to any competitor of the other party or to any other third party without the express written consent of the other party.

19.2 The Supplier’s confidential information includes but not limited to inventory levels, product features and pricing and anticipated new products, sales practices. All images of all products supplied by Supplier, including images on the Supplier’s web site are the exclusive property of the Supplier. The Vendor may use these images only in connection with the sale of Supplier’s products and only in compliance with any policies or terms stated by the Supplier. No other use or distribution is permitted, and Vendor may not use Supplier’s images in connection with the sale of products from any person or entity other than the Supplier. 

19.3 The Supplier retains the right to terminate Vendor’s permission to use these images at any time and for any reason. Prices and product availability are subject to change without notice. The Supplier cannot be responsible for typographical errors in the catalogue. By placing an order, the Vendor accepts all Supplier’s terms and policies set forth in this Agreement. 

19.4 The Vendor’s confidential information includes but not limited to the Vendor’s financial, technological (Including designs, specifications, samples, know-how, materials, processes and other technical information), strategic or business information (including customer details) concerning its Website and business. In particular, the parties must ensure that all electronic communications are kept secure so as to prevent unauthorised access.

19.5 The parties otherwise agree not to disclose any of the terms of these this Agreement except to the extent that:

(a) disclosure is necessary to comply with these this Agreement or any other agreement between the Supplier and the Vendor,

(b) the disclosure is required by law or rules of any stock exchange; or

(c) the information is in the public domain other than through a breach of this Agreement.

19.6 The Vendor shall treat as confidential all technical or creative know-how, information, samples, models, designs or drawings relating to the Products or their development or creation which the Supplier may make available to it (the Confidential Information) and shall not without the prior written consent of the Supplier:

(a) exploit any part of the Confidential Information save as is reasonably necessary to enable it to use the Products; or

(b) disclose (save as requested by a court of law) any part of the Confidential Information other than to its employees [or customers (or potential customers)] who need to know the Confidential Information for the purpose of using the Products provided that:

(i) such person is made aware prior to the disclosure of the proprietary and confidential nature of the Confidential Information; and

(ii) such person owes an express duty of confidence to the Vendor.

19.7 The provisions of Clause 19 shall survive any termination of this Agreement.

19.8 Where one party believes that it is required by law to disclose any of the terms of an Order or these this Agreement or any other confidential information of the other party, the party must immediately notify the other party in writing and provide assistance as reasonably required by the other party if the other party wishes to defend or resist that requirement.

20. Waiver

No waiver by the Vendor of any breach of the Agreement by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

21.  Severance

If any provisions of this Agreement are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby. 

22. No rights for Third Parties

A person who is not a party to this Agreement shall have no right under this Agreement or other Contracts.

23. Dispute Resolution

23.1 If any dispute, controversy or claim between the parties arises out of or in connection with this Agreement, they shall use all reasonable endeavours to resolve the matter amicably. If one party gives the other notice that a material dispute has arisen and the parties are unable to resolve the dispute within a period of thirty (30) days of service of the notice, then the dispute shall be referred to the respective Chairmen / Chief Executives of the parties. Neither party shall resort to dispute resolution below against the other under this Agreement until thirty (30) days after the referral. This shall not affect a party’s right, where appropriate, to seek an immediate remedy for an injunction, specific performance or similar court order to enforce the obligations of the other party.

23.2

This document is governed by and are to be construed in accordance with English Law.

All disputes controversy, difference or claim arising out of or in connection with this document, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The seat of Arbitration shall be London and proceedings shall be conducted in English.

24. Counterparts

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

As witness this Agreement has been executed by or on behalf of the parties the day and year first before written.

SIGNED by )
for and on behalf of ON-CALL STORE )
__________________

 

SIGNED by )
for and on behalf of AdopX )
__________________

 

Annexure – List of Products under this Agreement 

PRODUCT PRICE DROP SHIPPING FEE VAT / SALES TAX
Black Women handbag 39 0 3.9
Grey Women handbag 39 0 3.9
Brown Women handbag 39 0 3.9
Red Women handbag 39 0 3.9

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