You are applying to use the Cainiao Export Center Warehouse Service under this Agreement through LooperBuy. Before clicking to agree (or similar wording), please carefully read the entire content of this Agreement. If you do not agree with the contents of this Agreement or cannot accurately understand any of its terms, please refrain from taking any action.
The FY25 Cainiao Export Center Warehouse Service Agreement (“Agreement”) is a valid contract entered into by and between Hangzhou Cainiao Supply Chain Management Co., Ltd., a company incorporated under the laws of the People’s Republic of China with its registered address at Room V424, No. 501 Fengxin Road, Yuhang District, Hangzhou, China (“Cainiao”), and you (the “User”), who has confirmed acceptance of this Agreement by selecting and clicking the “Agree” or similar option on the website. By doing so, you are deemed to have signed and agreed to all the terms and conditions of this Agreement.
Whereas:
- This Agreement is entered into by you, the legal entity agreeing to abide by the provisions of this Agreement and willing to adopt the Export Center Warehouse Logistics Services (also referred to as “Logistics Solutions”) provided by Hangzhou Cainiao Supply Chain Management Co., Ltd. (“Cainiao”). You have either signed or will soon sign an “International Logistics Service Agreement” and wish to procure the logistics solutions provided by Cainiao, or you have not signed the “International Logistics Service Agreement” but are still willing to procure Cainiao’s logistics solutions;
- Cainiao has the capability to provide information technology services, warehousing services, distribution services, and other value-added services related to logistics in the e-commerce sector (collectively referred to as “Logistics Solutions”). Cainiao is also capable of integrating and managing these resources according to the individualized needs of different clients. You are willing to adopt Cainiao’s supply chain management solutions to optimize the logistics processes, as well as the information flow and cash flow related to logistics in your e-commerce operations. Based on mutual agreement and in compliance with relevant laws and regulations, both parties have agreed to enter into this Agreement.
Article 1: Definitions
Unless otherwise specified in the context or subject matter of this Agreement, the meanings of the following terms are as follows:
1.1 Warehousing and Logistics Service Fees: Refers to the rates and charging standards determined in writing by both parties during the term of this Agreement. As of the execution of this Agreement, these fees are as detailed in Appendix 3.1 (“Price List”).
1.2 Goods Value: Unless otherwise agreed by the parties, the goods value referred to in this Agreement shall be 70% of the retail price in your sales channel. The goods value details shall be based on the list you stamp. Additionally, you must provide Cainiao with transaction vouchers that prove the actual value of the goods and are true and valid (such as purchase orders, invoices, etc.). In the event of any discrepancy between the transaction vouchers and the stamped goods value list, the lower value shall prevail.
1.3 Cainiao System/ Cainiao Designated System: Refers to the systems used by Cainiao and its affiliates or those designated by Cainiao for the performance of this Agreement, including but not limited to the system itself, related system interfaces, and client applications.
1.4 Goods: Refers to physical items managed with barcodes, excluding packaging materials and consumables.
1.4.1 Good Condition Goods: Goods that, during the receipt inspection process, are found not to have defects such as damage, contamination, nearing expiry, or past expiry, and can be sold at the standard retail price.
1.4.2 Defective Goods: Goods that are unfit for sale at the standard retail price due to packaging damage or changes in the product itself, including but not limited to received defective goods, in-warehouse defective goods, and returned defective goods:
Received Defective Goods: Defective goods identified during the receipt inspection process;
In-Warehouse Defective Goods: Goods in good condition that become defective during warehouse management;
1.5 Sales Packaging: Refers to the outermost original packaging of the goods when sold.
1.6 Logistics Packaging:
1.6.1 If no additional packaging is required outside the sales packaging for transportation, the sales packaging itself is considered logistics packaging.
1.6.2 If additional outer packaging is required to facilitate transportation, that outer packaging shall be regarded as logistics packaging.
1.7 Minimum Inspection Layer:
1.7.1 If goods are shipped directly in sales packaging, the minimum inspection layer is the sales packaging.
1.7.2 If goods are not shipped directly in sales packaging (i.e., if logistics packaging is added for transportation), the minimum inspection layer is the packaging that directly contacts the goods and enters the retail outlets and directly meets the consumer or user, which can either be the sales packaging or inner packaging.
1.8 Logistics Order: Refers to a group of codes beginning with “LP,” “LBX,” or “LBZ,” i.e., a logistics order generated after splitting or combining a transaction order by you or Cainiao, according to the split quantity set in the Cainiao system, based on certain business logic. “Order” or “Single” referred to during logistics cost settlement means the logistics order. Cainiao will provide consolidation services based on business development, and the consolidation logic will be based on the notifications Cainiao sends to you.
1.9 Transport Tracking Number: Refers to the tracking number used by the logistics company for the transportation of parcels.
1.10 Parcel: Refers to an item that has been properly packaged for logistics or an item where the waybill has been directly affixed to the sales packaging provided by you that meets the requirements for transportation. A logistics order may be split into multiple parcels for shipment.
Article 2: Services
Cainiao aims to safeguard your legitimate rights and interests, and is committed to providing diligent, responsible, and high-quality services. Based on your commission, Cainiao will provide services within the following scope, including items A, B, C, D, E, and F. If any service is not listed in the attached Price List, the services specified in the Price List will prevail.
A. Warehousing Services (See Article 2.1 of this Agreement)
B. Transportation and Distribution Services (See Article 2.2 of this Agreement)
C. Consumables Services (See Article 2.3 of this Agreement)
D. System Services (See Article 2.4 of this Agreement)
E. Value-added Services (See Article 2.5 of this Agreement)
F. Customer Service Center Services (See Article 2.6 of this Agreement)
2.1 Warehousing Services
Refers to the warehousing and management of goods, order processing, and sorting services provided by Cainiao. These operations must comply with the service rules of the cooperative platform between the two parties. The main content of these services is as specified in the attached Price List (Appendix 3.1).
2.2 Transportation and Distribution Services
2.2.1 During the term of this Agreement, Cainiao will provide the logistics services listed in the attached Price List (Appendix 3.1). If you request services beyond the scope of this Agreement, both parties may negotiate in writing to adjust the service scope accordingly.
2.2.2 Cainiao or its cooperating service providers will hold all licenses, qualifications, and certificates required for the logistics services under this Agreement.
2.3 Consumables Services
2.3.1 Consumables Supply
Refers to Cainiao providing the packaging consumables required for the goods and packaging them according to your specifications. The specific details are as outlined in the attached Price List (Appendix 3.1).
2.3.2 Consumables Management
Refers to Cainiao managing the entry and exit of consumables provided by you in the system.
2.4 System Services
Refers to Cainiao providing system support and services as requested by you. Under this Agreement, Cainiao will provide the following services:
a. Cainiao will provide the existing warehousing management system services, including system integration and goods information management;
b. Cainiao will provide system development services based on your needs. Specific pricing and service details will be subject to a separate written agreement between the parties.
2.5 Value-added Services
Refers to the additional value-added services provided by Cainiao as commissioned by you, with the specific details outlined in the attached Price List (Appendix 3.1).
2.6 Customer Service Center Services
Refers to Cainiao providing the following services through its customer service center:
2.6.1 Exception Order Processing: Includes handling issues such as incorrect or missing shipments, transportation shortfalls, delivery delays, failed deliveries, duplicate shipments, etc.;
2.6.2 Warehouse Appointment: Includes handling appointments for warehouse entry, such as during promotions or urgent situations, including but not limited to warehouse entry time and quantity.
Article 3: Rights and Obligations
3.1 Your Rights and Obligations
3.1.1 You shall provide Cainiao with accurate information regarding the goods, including but not limited to the contents, quantity, packaging method, declared value, and relevant import documents. Any administrative penalties, legal disputes, or economic losses arising from inaccurate information about the goods shall be borne by you.
3.1.2 You guarantee the legality of the goods you provide and assume full responsibility for all goods, including but not limited to disputes arising from intellectual property rights, product quality issues, etc. Any product quality issues, product infringement compensation liabilities, or administrative penalties arising from your actions or those of third parties related to you shall be borne by you.
3.1.3 When the goods are transported to Cainiao’s warehouse, you shall ensure that the goods, packaging, and reinforcement methods comply with applicable laws and regulations, industry safety standards, and mutual agreements, ensuring the goods are suitable for storage, transportation, unloading, and handling. If the goods’ packaging is not standardized or stable, any resulting losses shall be borne by you. When the goods are transported from Cainiao’s warehouse to your designated location or your customer, Cainiao shall ensure that the packaging is standardized and stable. The transportation costs from Cainiao’s warehouse to the designated location or customer shall be borne by you.
3.1.4 You shall provide Cainiao with professional support, such as storage methods, packaging methods, and entry/exit handling methods, to assist Cainiao in fulfilling its obligations under this Agreement. If you fail to inform Cainiao or fail to timely inform Cainiao of the goods’ special storage, packaging, or handling requirements, and this leads to loss, deterioration, contamination, or damage of your goods, Cainiao shall not bear any compensation liability.
3.1.5 If you plan to hold major promotional events for your business needs, you must notify Cainiao in writing or by email at least 45 days in advance, providing the promotional plan, daily expected sales, and order quantities during the promotion period, etc. Cainiao will prepare the corresponding shipping capacity based on your promotional plan. If you need to rent additional warehouse space for the promotion, the parties shall negotiate the terms, and you shall pay Cainiao for the actual rental and equipment costs. The service execution plan and Cainiao’s evaluation methods during your promotion period shall be separately negotiated by both parties. Any losses incurred due to your failure to comply with this provision shall be borne by you.
3.1.6 If you require Cainiao to provide services outside the scope of the attached Price List (Appendix 3.1), you shall negotiate with Cainiao regarding the operating procedures and service fees and enter into a supplementary agreement. Otherwise, Cainiao may refuse to provide such services.
3.1.7 You have the right to supervise Cainiao’s warehousing and logistics services, and based on the results of the supervision, you may request Cainiao to make improvements. If any losses are caused to you, you have the right to claim compensation from Cainiao based on the provisions of this Agreement.
3.1.8 You have the right to access information about your goods during the warehousing and logistics service period. You also have the right to request Cainiao to change the service location; however, any reasonable costs arising from the change of service location, including increased costs due to the change of address, shall be borne by you.
3.1.9 Before the actual shipment, you have the right to change or add system requirements. In such cases, any delay in opening the warehouse shall be your responsibility, and you shall provide Cainiao with reasonable compensation for the warehouse opening delay, based on the estimated order quantity, order processing fees, and warehouse fees. This responsibility also applies to delays caused by other reasons related to you. After shipment, any changes or additions to the system requirements should be negotiated with Cainiao in advance, and the service standards and fees should be agreed upon. Both parties shall enter into a supplementary agreement.
3.1.10 If you add new product categories, you must negotiate with Cainiao. Cainiao has the right to decide whether to provide services for the new product categories based on the business situation. If the new product categories require changes to the pricing or service standards, both parties shall sign a supplementary agreement for the added product categories.
3.1.11 You shall pay Cainiao the service fees and other payments stipulated in this Agreement and its attachments, on time and in full, in accordance with the provisions of this Agreement.
3.1.12 During the use of both parties’ systems, if Cainiao’s system is used, Cainiao shall be responsible for the system’s security, stability, and other related matters. If your system or a system integration between your system and Cainiao’s system is used, both parties shall ensure the security, stability, and effective operation of their respective systems. If any party’s system is defective, crashes, or experiences any issues that cause losses (including but not limited to the costs incurred by Cainiao in finding alternative solutions, system maintenance, idle equipment resources, or suspension of production plans), the party with the defective system shall bear all resulting losses. The method of payment for the losses shall be determined by separate agreement between both parties. If your system’s defects cause operational inefficiencies, increased error rates, increased customer complaints, or decreased service quality during the service process, Cainiao shall not be liable for any such issues.
3.2 Cainiao’s Rights and Obligations
3.2.1 Cainiao shall possess the skills, expertise, abilities, and facilities required to fulfill the services under this Agreement. Cainiao confirms that you may provide suggestions to Cainiao for additional services needed to comply with or meet regulatory requirements.
3.2.2 Upon delivery of the goods to Cainiao, the quantity of goods will be initially based on Cainiao’s actual receipt. If the goods are returned to your designated warehouse or customer, the quantity will be initially based on the actual receipt by you or your customer. In case of any dispute regarding the quantity of received goods between you or your customer and Cainiao, Cainiao shall provide the signed receipt and dispatch documents, along with any inventory monitoring footage (if available), as the final proof of receipt and dispatch.
3.2.3 Cainiao has the right to charge you the service fees as specified in this Agreement. If you delay in paying any fees or amounts, Cainiao has the right to suspend or delay the provision of related services, including but not limited to suspending or delaying the provision of sales orders or outbound delivery services. In this case, any losses caused to you by Cainiao’s suspension or delay of services shall be borne by you.
3.2.4 Upon your consent, Cainiao may change the service location provided to you. Any changes to the pricing of this Agreement and any reasonable costs arising from the service location change shall be negotiated separately by both parties.
3.2.5 Cainiao reserves the right to adjust the transportation method, provided that the transportation cycle and service quality are ensured, and Cainiao shall promptly notify you after the adjustment.
3.2.6 Cainiao will provide a quotation based on the information you provide (including business volume, operational standards, and shipping areas, as confirmed by both parties in written communication). During the term of this Agreement, if transportation, consumables, fuel, labor, or material costs increase due to factors such as market price inflation, both parties shall negotiate a service fee adjustment to reflect Cainiao’s increased operational costs.
3.2.7 If Cainiao provides consumable services, you agree to repurchase any unused consumables at Cainiao’s procurement price upon the return of the goods.
3.2.8 Both parties agree that logistics turnover boxes (used cartons) will become Cainiao’s property upon entering the warehouse, and Cainiao will be responsible for their disposal.
3.2.9 If, due to national policies or regional situations, delivery services to certain areas cannot be performed as usual, Cainiao shall promptly notify you and negotiate a solution. The delivery costs for those areas shall be separately negotiated and agreed upon in writing by both parties during the period affected by such policies.
Article 4: Payment and Settlement
4.1 The fees and settlements under this Agreement shall be governed by the provisions of Appendix II of the Master Agreement.
Article 5: Valid Notices
5.1 Notices under this Agreement should be delivered in writing to the following contact addresses, with the notice being deemed received upon acknowledgment by the recipient:
Your Project Operation Contact and Email: Cao Yuhan (caoyh002@lianlianpay.com)
Cainiao Project Operation Contact and Email: Zhang Xuan (zhangxuan.zhang@cainiao.com)
5.2 If any party’s contact information changes, it must notify the other party in writing at least 30 days prior to the change. Otherwise, any content sent to the old contact information shall remain binding on the party making the change, and the changing party shall fulfill its obligations.
5.3 If a party notifies the other party of a contact change after the change has occurred, the party shall be obligated to fulfill any contractual content sent to the old contact information until the change notification is received.
Article 6: Intellectual Property
6.1 Both Party A and Party B retain ownership of their respective intellectual property rights relating to goods or systems, and the right to authorize the use of such intellectual property.
6.2 Neither party may use the other party’s trademarks or logos without prior written authorization. Nothing in this agreement grants either party automatic rights to use the other party’s trademarks or logos.
6.3 Both parties agree and confirm that any materials, information, content, designs, data, and related intellectual property provided by Cainiao and/or its affiliates (including but not limited to trademark rights, service marks, trade names, business names, copyrights, patents, plant variety rights, integrated circuit design rights, and other proprietary rights in the intellectual property created by Cainiao and/or its affiliates) shall be owned by Cainiao and/or its affiliates, and Party B shall have no rights thereto.
6.4 “Cainiao Brand” refers to the trademarks and logos, including but not limited to “Cainiao”, “Cainiao Network”, “Cainiao Logistics”, “Cainiao Smart Logistics”, “Cainiao Alliance”, and associated symbols such as bird graphics, AI graphics, arrow graphics, etc. Cainiao Brand is a registered trademark or service mark of Cainiao and/or its affiliates. Party B must obtain written consent from Cainiao and/or its affiliates before using the Cainiao Brand in the performance of this contract. Furthermore, Party B must strictly adhere to Cainiao’s usage guidelines and ensure that all drafts, copywriting, or design plans are approved in writing by Cainiao and/or its affiliates to ensure conformity with their standards and to protect Cainiao’s corporate image. If Party B violates this provision, Cainiao reserves the right to unilaterally terminate this contract without notice. Party B shall be liable for any losses incurred by Cainiao as a result of such violations.
6.5 Party B agrees and warrants that the goods, equipment, facilities (if any), and tools provided during the performance of this agreement do not infringe upon any third-party intellectual property rights. In the event of an infringement, Party B shall bear all legal liabilities arising therefrom. If such an infringement causes any losses to Cainiao, Party B shall compensate Cainiao. If such infringement results in delays, incompleteness, or defects in the performance of this agreement, Cainiao has the right to unilaterally terminate this agreement.
Article 7: Confidentiality and Data Security
7.1 Confidentiality Provisions
7.1.1 Prior to, during, and after the execution of this contract, both parties commit to keeping confidential any confidential information obtained during their cooperation with the other party and/or its affiliates. Such confidential information includes, but is not limited to, trade secrets, project information, technical drawings, documents, data, business information, human resources, this contract and its annexes and supplementary agreements, design/research contents and results, customer-related information, and other business-related information.
7.1.2 Confidential information does not include the following, provided that the party disclosing such information can prove by written evidence:
(1) Information that has become publicly available at the time of disclosure;
(2) Information that has become publicly available after disclosure, without fault of the disclosing party;
(3) Information that must be disclosed in accordance with laws, regulations, effective judicial rulings, or administrative decisions;
(4) Information that can be lawfully obtained from a third party outside the disclosing party, without any disclosure or usage restrictions.
7.1.3 Both parties and their agents or authorized representatives shall keep confidential the confidential information described in this agreement as follows:
(1) Use a level of confidentiality at least as high as that used to protect their own confidential information (at least a reasonable level);
(2) Require individuals who have access to the confidential information to maintain confidentiality;
(3) Use the confidential information only in the manner agreed upon by both parties in writing when necessary.
7.1.4 Confidential information shall only be used for the purpose of performing this contract. The receiving party shall not disclose such confidential information to any third party or use it for any purpose other than the performance of this contract without the disclosing party’s prior written consent.
7.1.5 Upon termination of the cooperation, the receiving party shall return all confidential information that can be returned; for information that cannot be returned, the receiving party shall delete or destroy it and provide corresponding proof of destruction. This confidentiality provision shall remain in effect independently, regardless of the termination or cancellation of the contract.
7.2 Data Security Provisions
7.2.1 Definitions
(1) Personal Information: Information recorded electronically or in other ways that can individually or in combination with other information identify a natural person or reflect specific activities of the individual.
(2) Sensitive Personal Information: Personal information whose disclosure, illegal provision, or misuse could harm personal or property safety, damage personal reputation, health, or cause discriminatory treatment.
(3) Data: Includes but is not limited to order information, personal information on orders, and any content involving personal information provided during document handovers.
(4) Processing: Refers to any operation or series of operations performed on personal information, including but not limited to: accessing, collecting, storing, using, disclosing, copying, sharing, transferring, altering, destroying, or deleting.
7.2.2 Party B acknowledges and agrees that Cainiao will store relevant logistics order information (including sender and recipient names, addresses, phone numbers, product details, tracking numbers, etc.) during the provision of services. Cainiao is granted the following rights during the term of this agreement and for five years after its termination:
(1) To copy and use the relevant logistics order information for the purpose of providing services under this agreement.
(2) To share logistics order information with third-party logistics service providers (including but not limited to express companies, delivery companies, end stations, pick-up locker providers, etc.) to facilitate the provision of logistics services to Party B and recipients.
(3) To embed logistics order information into Cainiao and its affiliates’ systems or platforms to provide transaction or logistics information display and queries for Party B, buyers, or other relevant third parties (such as designated recipients).
(4) To conduct customized analysis and evaluation of logistics order information for service upgrade purposes.
(5) If the logistics order information contains personal information or data of buyers or other third parties (e.g., designated recipients), Party B must ensure that prior authorization has been obtained from the buyer or other third party before providing such information to Cainiao.
(6) Cainiao will take all reasonable and necessary measures to protect the security of the logistics order information and prevent misuse. Cainiao will also require third-party logistics providers to maintain confidentiality. If any information, including personal information of the buyer or other third parties, is disclosed due to Cainiao’s fault, Cainiao will bear the responsibility for any resulting losses.
7.2.3 Party B warrants that the data provided to Cainiao for the performance of this contract complies with the applicable laws and regulations of the People’s Republic of China regarding personal information and data processing. Party B shall bear all legal liabilities and economic losses caused by non-compliance with such laws and regulations. If Cainiao suffers any financial losses due to such non-compliance, Party B shall compensate Cainiao. If such non-compliance leads to the suspension or termination of the business under this contract, Party B shall compensate Cainiao for any resulting losses in accordance with the relevant terms for early termination.
Article 8: Anti-Bribery Provisions
8.1 Both parties shall consciously comply with laws, regulations, and business ethics, adhere to professional standards, engage in fair commercial transactions, and resist commercial bribery.
8.2 Neither party shall engage in any of the following actions during their commercial interaction:
a) Payment of kickbacks or commissions in any form;
b) Giving gifts or other valuables in any form;
c) Inviting the other party to participate in banquets, entertainment, or travel activities that could affect the fairness of commercial transactions;
d) Introducing or accepting the other party’s employees or their relatives to work, invest, or engage in business activities with the other party or its subsidiaries, affiliates, or associates, or become agents or suppliers for these entities, without permission;
e) Offering any other benefits to the employees of the other party.
8.3 If any party violates these provisions, the other party has the right to terminate the agreement and claim compensation for any resulting losses. Violations of relevant laws will be dealt with by judicial authorities.
Article 9: Insurance and Compensation Standards
9.1 Insurance (If Applicable)
9.1.1 Insurance Method
You may choose to insure at either the merchant level or the order level. If you choose insurance at the merchant level, Cainiao will provide insurance coverage for all orders from the merchant’s stores. If you choose insurance at the order level, Cainiao will provide insurance coverage only for the specific orders you select.
9.1.2 Compensation for Insured Orders
In the event of loss or damage during the delivery or return process, Cainiao will compensate according to the following rules:
9.1.3 Insured Orders
If Cainiao is responsible for total damage, loss, shortage, or partial damage of goods, Cainiao will compensate as per Attachment 3.2 “B2B Delivery Service Rules.” However, the total compensation will not exceed the declared insured value of the order.
The insured value is defined as the value of the goods declared by you (if applicable) or the value stipulated in Article 1.2 of this Agreement.
9.1.4 Uninsured Orders
For orders where no insurance is selected or insufficient premiums are paid, compensation will be based on the terms outlined in Attachment 3.2 “B2B Delivery Service Rules.”
9.2 Ownership of Goods
Upon completion of compensation, the ownership of the goods will transfer to Cainiao.
9.3 Receipt Requirements
9.3.1 For orders received by the designated recipient or an authorized agent, if no abnormalities such as damage, moisture, or deformation of the packaging are noted on the receipt document at the time of delivery, Cainiao reserves the right to refuse any claims made after signing. In cases where the outer packaging is intact but the inner contents are damaged or missing, you must notify Cainiao in writing within 3 working days from the date of delivery. Cainiao will verify and respond with a solution within 3 working days from receipt of the notification.
9.3.2 In the event of total loss, partial loss, damage, or warehouse errors such as wrong delivery, overdelivery, or delays during the provision of Cainiao’s services, you must submit a written claim within 7 working days from the dispatch of the goods. You are required to provide necessary proof documents such as damaged goods, missing items, incorrect delivery, and proof of goods value, including photographs of damaged items, packaging, or inner contents (except in cases of total loss), and order transaction screenshots. If you fail to provide valid evidence of the goods’ anomaly or miss the deadline for reporting, Cainiao reserves the right to refuse compensation.
9.4 Force Majeure
Cainiao will not be liable in cases of force majeure, including but not limited to war, strike, rebellion, terrorism, riot, natural disasters (such as fires, floods, typhoons, volcanic eruptions, earthquakes, tsunamis), explosions not caused by Cainiao, government actions (including customs actions), and orders from international or domestic courts, which result in the inability or delay of service provision.
9.5 Compensation Settlement
For service-related compensations (including but not limited to service attitude and timeliness delays) and goods-related compensations (including but not limited to loss, damage, inventory discrepancies), the settlement will not affect the current month’s warehouse and logistics service fees. The compensation amount will be separately reconciled and refunded to your company’s account by Cainiao. The reconciliation and payment process for service-related compensations will follow the same process as for regular payments.
9.6 Exemption Clause
Regardless of other terms in this agreement, Cainiao will not be liable for compensation for goods damage (loss or damage) if the total value of damaged goods in a month does not exceed 0.3% of the total value of goods handled by Cainiao in that month.
Article 10: Liability for Breach of Contract
10.1 If either party breaches any terms of this agreement, the other party may issue a written notice requesting the breaching party to rectify the breach within a reasonable period. If the breaching party fails to rectify the breach within the stipulated period, the non-breaching party has the right to terminate this agreement.
10.2 If a party fails to fully or effectively perform the services stipulated in this agreement and its attachments, they will be liable for breach of contract and damages as specified in this agreement.
10.3 The liability for breach of contract and/or compensation under this agreement will be limited to direct economic losses only.
10.4 If either party experiences any of the following situations and the issue remains unresolved within 30 days after a notice is issued, the other party may terminate this agreement and claim damages:
10.4.1 Bankruptcy, company restructuring, liquidation, or commencement of liquidation procedures.
10.4.2 Reduction in capital, deterioration in financial condition, or any event that threatens the continuity of business.
10.4.3 Damage to the other party’s credit or reputation, or reasonable grounds to believe that such damage exists, causing a breakdown in the mutual trust between the parties.
10.5 Cainiao has the right to unilaterally terminate this agreement and seek compensation for any actual losses incurred if any of the following occurs:
a) You fail to reconcile accounts for more than 20 days or fail to pay fees within 14 days of the due date.
b) You request the handling of toxic, hazardous, flammable, explosive, or illegal goods, and fail to rectify the issue within one month after Cainiao issues a written notice.
c) You delay warehouse entry by more than 20 days or shipment by more than 10 days without paying Cainiao’s related fees for the delay.
Cainiao will notify you in writing if it chooses to terminate the contract early. Cainiao may also choose not to terminate the contract, but still has the right to seek compensation for actual losses incurred. Upon Cainiao’s written notice, the contract will automatically terminate.
Article 11: Effectiveness and Termination of the Agreement
11.1 The terms of this agreement apply to all logistics orders during the term of the agreement.
11.2 The agreement may terminate upon the occurrence or realization of other termination conditions stipulated in this agreement. Regardless of the reason for termination, any compensation or liabilities arising from the actions of either party before termination must be fully and independently fulfilled by the responsible party.
11.3 Termination of this agreement does not affect any unsettled payments or obligations that have arisen prior to the termination of the agreement.
Article 12: Miscellaneous Provisions
12.1 A failure by either party to exercise any of its rights under this agreement shall not be construed as a waiver of that right or any other rights it may possess.
12.2 If any provision of this agreement or part thereof is found to be unenforceable by an effective ruling, such a finding will not affect the enforceability of the other provisions of this agreement.
12.3 This agreement, including its attachments and appendices, constitutes the complete agreement between the parties. Any previous oral or written agreements conflicting with this agreement shall be superseded by the terms of this agreement. Any amendments or modifications to this agreement must be made in writing and signed by both parties.
Article 13: Other Provisions
13.1 If you sign the “International Logistics Service Agreement,” this agreement shall be a specific service agreement under the “International Logistics Service Agreement” and form part of it. For matters not covered by this agreement, both parties agree to follow the relevant terms and conditions of the “International Logistics Service Agreement.” In case of conflict, the provisions of this agreement shall prevail.
13.2 The provisions regarding confidentiality, intellectual property, applicable law, and dispute resolution in this agreement shall be governed by Attachment 3.2 “Cainiao Merchant Standard Terms.” In case of any conflict between this agreement and the “Cainiao Merchant Standard Terms,” the latter shall prevail.
13.3 You agree that this agreement does not require your written signature to become effective. You further agree not to challenge the validity or enforceability of this agreement solely because it was not signed by you in writing. If Cainiao requests, you will cooperate with Cainiao in signing any documents related to the services under this agreement.
Attachment 3.1: “Pricing List”
Attachment 3.2: “Specific Service Items and Standards – B2B Outbound and Storage Services”
Attachment 3.3: “Cainiao Merchant Standard Terms”
