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Online Marketplace Services Agreement

This Agreement is made and entered into between you or the business you represent (“You”) and CWL and/or any of CWL’s applicable affiliates (“We” or “Us”). The terms and conditions (the “Terms”) set forth in this Agreement govern your access to and use of the Services as a supplier on the website of www.Chinavasion.com (the “Platform”).

For the purpose of this Agreement, the term “Supplier” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Purchaser” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction. Both the Supplier and Purchaser are collectively referred to as the “Member”.

By accessing to, registering for or using the Services, you agree to accept and be bound by the Terms of this Agreement. The Platform may publish rules and policies in connection with online transactions (collectively referred to as the “Policies”) and subsequent amendments from time to time, such as Terms of Use and CWL Privacy Policy. Such Policies and amendments are expressly incorporated into this Agreement and you agree to be bound by such Policies and amendments which shall be effective immediately upon posting. If you do not agree with all the Terms or amendments of this Agreement, please stop using the Services immediately. Your continuance of using the Services will be deemed as having accepted the amendments which shall prevail in the event of any disputes that may arise between you and us. This Agreement may not otherwise be amended except in writing by an authorized officer of CWL.

Clicking to accept the Terms when registering as a member of the Platform, accessing, browsing or otherwise using the Services on the Platform implies that you have fully read, understood and accepted all the terms and conditions of this Agreement and further undertake to perform according to this Agreement. This Agreement shall take effect upon your acceptance immediately.

Please read this Agreement carefully before proceeding.

I. Registering as a Supplier

  1. Our Services under this Agreement are only available to registered Supplier of the Platform. By filling in the blanks on registration page, reading and accepting this Agreement, you acknowledge that, you are a natural person having capacity for civil rights and civil conducts, or a legal person or other legal entity duly established and lawfully existing under applicable civil laws.
  2. In order to complete online registration, you shall provide us with your (or your business’s) legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with CWL’s Privacy Policy.

II. Online Marketplace Services

  1. Our Services are intended to facilitate Suppliers to conclude, accept and manage orders for the provision of products and services online within the Platform (the “Online Transactions”). The types of Online Transactions and other benefits and functions of the Services available to a Supplier may vary for different countries and regions. No warranty or representation is given that the same type and extent of Services, benefits and functions will be available to all Suppliers.
  2. You are solely responsible for the quality, safety, lawfulness of the products or services provided on the Platform. You shall not use the Services that:

(1)  may infringe Our or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(2)  may be in breach of other terms of this Agreement and the Policies on the Platform.

For any type of Online Transactions, we may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant agreements.

  1. We shall have the right to refuse or cancel any Online Transaction which it determines in our sole discretion to be in breach of this Agreement without any liability for any losses or damages arising out of or in connection with such refusal or cancellation.
  2. You acknowledge and agree that we shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and address) and financial information to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Services, we may use the information collected in the manner set out in the CWL’s Privacy Policy.

III.  Online Transactions between Suppliers and Purchasers

  1. Suppliers and Purchasers shall enter into Online Transactions for products or services by placing, submitting and accepting an order online using the applicable standard order form on the Platforms. As the Supplier, you shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc..
  2. Each Online Transaction is made by and between a Supplier and a Purchaser only. We shall not be considered as a party to the Online Transaction and does not represent the Supplier nor the Purchaser in any Online Transaction. You agree that you will not hold CWL and its affiliates liable for any losses, damages, claims, liabilities, costs, or expenses arising from or in relation to any Online Transaction.
  3. You agree that any dispute arising between you and a Purchaser to an Online Transaction will be handled between you and the Purchaser. We and the Platform solely play a role of mediation and convey of information, although this Platform provides Services of returns and refunds. You shall be the only responsible party to deal with the returns and refunds request of the Purchasers. Upon receipt of a Dispute, we shall have the right to request either or both of Purchaser and Supplier to provide supporting documents. You also acknowledge that we are not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.  
  4. We do not warrant that the supporting documents that the parties to the dispute submit will be true, complete or accurate. You agree not to hold CWL and its affiliates liable for any material which is untrue or misleading. You further agree to release and indemnify CWL (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.

IV. Taxes and Fees

  1. The Supplier and Purchaser shall be responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.
  2. We reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Platform. All fees may be charged by us are exclusive of any taxes (such as Value-added Tax), duties or other governmental levies or any financial charges.  In the event that the Platform is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to us. 
  3. We may require that you pay a deposit of 10000 USD(the “Deposit”) to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our Terms or Policies, or other risks to us or third parties. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our Terms or Policies, or other risks to us or third parties, then we may in our sole discretion withhold the Deposit for as long as we determine any related risks to us or third parties continue. For any amounts that we determine you owe us, we may offset any amounts that are payable by you to us against the Deposit. You shall make up the Deposit within a reasonable time we designated on notice, otherwise we are entitled to terminate this Agreement and your use of any Service immediately. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Policies, then we may in our sole discretion permanently withhold your Deposit. 

V. Term and Termination

  1. This Agreement shall take into effect from the date of your completed registration for use of a Service and continue until terminated by you or us as provided below.
  2. You may at any time terminate your use of any Service immediately on notice to us via email. We may terminate your use of any Services or terminate this Agreement for convenience with advance notice.
  3. We may suspend or terminate your use of any Services immediately if we determine that:

(1)  you have materially breached the Agreement and failed to remedy within 7 days of a notice;

(2)  your account has been, or we identify that it may be used for deceptive or fraudulent, or illegal activity; or

(3)  your use of the Services has harmed, or we identify that it might harm, other Suppliers, customers, or our legitimate interests.

We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

  1. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for the confidentiality obligation, performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
  2. Without prejudice to Clause IV(3) hereof, we will refund the remaining of your Deposit within [15] days after the termination.

VI. Intellectual Property Right

  1. You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of your materials for the Services or our other product or service, and to sublicense the foregoing rights to its affiliates; provided, however, that we will not alter any of your trademarks from the form you provided (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your materials (provided you are unable to do so using standard functionality made available to you via our applicable Platform or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use your materials without your consent to the extent that such use is allowable without a license from you under applicable Law (e.g., fair use under applicable copyright law, referential use under trademark law, or valid license from a third party).
  2. You agree that CWL and/or its affiliate(s) will publish your company, products or other information on all Platforms operated solely or in collaboration with other parties, including but not limited to the Platforms now known or will be created in the future, and agree that without changing the substance of such information, CWL and/or its affiliate(s) will be exempted from any legal liabilities incurred from said information.

VII. Representations and Warranties

  1. You represent and warrant that:

(1)  you will use the Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;

(2)  all information and material you provide in connection with the use of the Services is true, lawful and accurate, and is not false, misleading or deceptive;

(3)  you will not use the Services to defraud CWL, its affiliates, or other members or users of the Platforms or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(4)  as a Supplier of products, you have the legitimate right and authorization to sell, distribute or export the products using the Services and such products do not infringe any third party’s rights; and

(5)  as a Supplier of services, you will provide the Services ordered with reasonable care and skills.

  1. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and our provision of the Services in a timely manner. Failing to do so results in delay in the provision of any Service, cancellation of any Online Transaction, or disposal of any funds, we shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
  2. If you are, in our opinion, not acting in good faith, abusing the Services, or otherwise acting in breach of this Agreement, we shall have the right to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. We also reserves the right to forfeit your Deposit, impose any penalty, or to temporarily or permanently suspend or terminate your use of the Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Platforms. 

VIII. Indemnification

  1. You agree to indemnify CWL and its affiliates, 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 Services or from your breach of this Agreement. 
  2. We reserve the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses. No instance of waiver by CWL and/or its affiliate(s) of its rights or remedies under the Terms shall imply any obligation to grant any similar, future or other waiver.

IX. Disclaimer

  1. THE PLATFORM AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." WE MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.  WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF OUR PLATFORMS. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. CWL AND ITS AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
  2. IF A DISPUTE ARISES BETWEEN SUPPLIERS AND PURCHASERS, EACH MEMBER RELEASES CWL (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

X. Limitation of Liability

TO THE FULL EXTENT PERMITTED BY LAW, WE 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 OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. TOTAL LIABILITY OF CWL AND/OR ITS AFFILIATE(S) TO THE MEMBER FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY THE MEMBER THROUGH THE PLATFORM DURING THE MONTH IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO LIABILITY OF CWL AND/OR ITS AFFILIATE(S).

XI. Confidentiality and Personal Data

  1. During the course of your use of the Services, you may receive Confidential Information. You shall keep personal data received confidential at all times.
  2. You acknowledge that you have your own data protection and privacy compliance responsibilities with respect to personal information of Purchasers or other individuals that the you process. You represent, warrant and undertake to us to ensure that you are and will be fully compliant with CWL Privacy Policy and all applicable data protection and privacy laws, including without limitation maintaining your own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws.
  3. Neither CWL nor any of its affiliates is responsible or liable for your fulfilment of your obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information, the liability and obligations of CWL and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of you under such laws.
  4. CWL or its affiliates, shall have no liability to you for the compliance of your own obligations under applicable data protection or privacy laws.

XII. Force Majeure

Under no circumstances shall CWL and its affiliates be held liable for any delay or failure or disruption of the Transaction Services resulting from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

XIII. Relationship between You and Us

Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the United States), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of you and us.

XIV. Suggestions and Other Information

  1. If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any CWL Platform or Service, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.
  2. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to members’ contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

XV. Notices

Except as explicitly stated otherwise, notices shall be served on you by sending notices to the email address in your latest membership profile on the Platforms. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. 

XVI. Miscellaneous.

  1. In some cases, you may be required to additionally enter into a separate agreement with CWL or its affiliates in connection with the Services (“Additional Terms”). If there is any contradiction between this Agreement and the Additional Terms, the Additional Terms shall govern the relevant types of Services or Online Transactions, as appropriate. 
  2. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Platform, unless otherwise stipulated in this Agreement or the relevant service agreement.
  3. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to us, you may assign or transfer this Agreement, in whole or in part, to any of your affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates.
  4. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
  5. This Agreement represents the entire agreement between you and us with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
  6. The validity, interpretation, modification, implementation, and dispute settlement of this Agreement shall be governed by the laws of Hong Kong without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.
  7. Any and all disputes that may arise from or in connection with the existence of this Agreement or the Services shall be resolved through amicable negotiation. In case no settlement can be reached through negotiations, either the Member or CWL may submit the Dispute(s) to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the request for arbitration is submitted. The number of arbitrators shall be three (3) with either of the two disputing Parties designating one (1) arbitrator respectively and the third arbitrator shall be designated by HKIAC. The seat of arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in the English language; and the arbitral award shall be final and binding upon the Parties.
  8. Any our Waiver of any breach by the Supplier or any other person does not mean waiver of any future or similar breach.
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