EXPORTERS SERVICE AGREEMENT
PARTY A: Yilaime Corporation of USA
PARTY B: Company/Individual signing up on www.usaexportstochina.com for export services (Exporter)
PARTY A AND PARTY B AGREE:
1. International Import Trading Platform
Yilaime Corporation has an International Import Trade Platform to import goods into the Mainland China and elsewhere. The trading platform consists of an exhibition, showroom and display facilities, support office and staff located in the USA and China. Additionally, the Trading Platform consist of a buyer’s network, and on-line websites either directly owned by Yilaime or in a partnership with third parties. The on-line platform purpose is to support the Company’s exhibition center, showroom and network to sale-imported goods and services to consumers in China.
2. Type of Goods and Services handled by the Import Trading Platform.
The types of goods and services covered by the Trading Platform includes are broadly defined but is not limited to the following areas:
3. Target Customers
The Exhibition, showroom and trading Platform and on-line websites targets both Business-to-Business customers in China such as wholesalers, agents and resellers, as well as the end user or consumer in China.
4. Import Trading Platform Membership
The international Import Trading Platform Membership allows exporters to test market and sample their goods and services in China without an outlay of significant expenditures, for inventory, human resources, or other expenditures normally associated with exporting activities.
The Platform is designed to save the exporter time, money, and other resources in testing the market to determine if a demand exists for their product or service in China.
The company will use its buyer’s network, and staff in China and elsewhere to make its best effort and shall use its reasonable commercial endeavors to promote, distribute and market throughout the Company’s Import Trading Platform in China the exporter’s goods and services and identify buyers for the exporter’s goods or services.
5. Samples and Test Market Program
Membership in the Import Trading Platform, allows participation in the Sample and Test Market Program. This program consists of the exporter sending sufficient physical samples of products or services to the Company’s Import Trading Platform in China. Where available and warranted, in addition to, and in some cases instead of actual samples, the exporter may send videos, brochures and other promotional material to explain, show, and demonstrate the products or services features to the Chinese consumer and or wholesale customers.
The Company at its sole discretion shall determine which approach or approaches; 1) original sample, or 2) brochures, videos and other promotional material are best. However, in no case will the exporter be required to expended dollars exceeding an amount greater than its service fee for any sample or marketing material. The intent of the Sample and Test Market program is to allow the exporter to “test the market” and “demand” for its goods and services in China within the Trading Platform network without expending a significant outlay in time, money or other resources.
The responsibility and cost including packaging, shipping and other costs to send the samples to the Trading Platform will be borne by the exporter. Normally there is no Value Added Tax (VAT) or custom costs associated with sending samples to the Platform.
Upon receipt of samples, brochures, and other promotional and marketing materials, the Company will be responsible for displaying the exporters goods and services in the exhibition and showroom facilities in China as well as marketing the exporters products throughout its marketing channels. The company in its sole discretion shall determine how the exporters products and services are exhibited in the Trading Platform in China as well as throughout its marketing network.
In most cases, an exporter will have a team member or team members (Evangelists) assigned to help facilitate marketing, matchmaking and selling the exporter’s products or services within the Platform network.
6. Duration of Test Marketing Program
The exporter has one year from initial signup to participate in the Sample and Test Marketing program. After this time, and if no transaction and or seller buyer transaction has occurred in the Trading Platform, the exporter must pay an additional service fee on the one year anniversary date of initial agreement. Otherwise, the exporter’s membership will be automatically terminated on the anniversary date.
7. After the Test Market
Provided that a demand and buyers exists, then the Company will notify the exporter, and help the exporter negotiate prices and terms for their goods and services to be purchased by the buyer. The Company will help the exporter complete all phases of the exporting process including labeling and preparation for exporting, customs inspection and clearance, shipping, warehousing, and payment.
Exact details of the purchase will be contained in a purchase order agreed to by the exporter, signed by the buyer and exporter outlining, the terms and conditions of sale, all relevant costs, and payment to the seller.
The responsibility to work with exchange of currency will be that of the Company. The seller will be paid in USD.
The Company will work with the exporter and advise the exporter of the various components of the selling price including: normal product costs, shipping costs; other expenses; and customs and VAT tax. The exporter will make the final determination of its sale price offered to the buyer. Because the Company’s operations are located in a Bonded Port Zone in China, by using the Company’s Trading Platform, the exporter will have a number of incentives and accommodations available to it. These incentives include making a determination on having the buyer assume VAT and customs costs by including these costs in the price, as well as other incentives that may include reduced warehousing and logistics costs in China.
8. Import Success
Provided that the exporter goods and services are demanded and sales are made, the exporter will have an option: 1) On the agreement anniversary date, provided that a sale was completed in the platform within the year, the exporter will continue in the Import Trading Platform at no additional service fee. 2) The exporter will also have the option of developing single point of sales, distribution, networking, and logistics facilities separate and distinct from the company at a significantly reduced rates.
9. Buyer assisted financial program.
From time to time qualified buyers of sellers products and services may require financial assistance, in such cases the Company may provide for or arrange assistance to help the seller and buyer complete transactions. In such cases, the Company will provide its best efforts in arranging financing for the buyer. The Company makes no warranties and or assurance that such financing maybe arranged, nor shall the Company be liable to the buyer or seller in any way for such arrangements or the lack thereof.
10. Seller assisted insurance program.
From time to time qualified sellers in the Import Trading Program may require assistance in securing export insurance products to provide security for the transactions. In such cases, the Company will provide its best efforts to arrange insurance for the seller. The Company makes no warranties and or assurance that such insurance maybe arranged, nor shall the Company be liable to the buyer or seller in any way for such arrangements or the lack thereof.
11. Buyer Matchmaking Service.
The Company will use its best efforts to match exporters with a buyer or buyers for the exporter’s products or services. There is no assurance that a demand for the exporter’s product will exist or a buyer will be found. The Sample and Test Marketing Programs allows the seller an opportunity to test the demand and market for its products and service by exhibiting it products or service in the Trading Platform and throughout the Import Network, and receive follow-on orders for its products or services, if a demand and buyers exist, without expending normal costs for exporting.
12. Assistance with Marketing Support.
From time to time state and federal agencies will have marketing and promotional programs to assist small businesses in exporting their products and services. The Company will work with the exporters when warranted to take advantage of the various funding, grants and promotional opportunities available.
13. Exporter Certification Program.
In certain cases, special certification will be required from the appropriate authorities in China, prior to the shipment of the exporters’ goods and or services in conjunction with a buyer’s purchase order. In such a case, the Company will assist the exporter receive the proper certification. The exporter bares all costs of such certification. Prior to any such certification action, the Company will advise the exporter. The exporter has the sole discretion to determine if a certification is to be obtained, and understand if such certification is obtained, the seller is responsible for the costs of certification.
14. Export Certification and Certificates from Country of Origin.
In circumstances where a certificate is required from a government agency in the origin country, the Company will contact the appropriate helping government agencies and assist and advise about such certification. It is the Exporter’s responsibility to obtain such certification and pay all costs and fees associate with such certification.
15. Right to use promotional material and Ownership of samples
The exporter grants the Company exclusive rights to use the marketing and promotional material provided by the exporter and the exporter certifies that it has complied with any and all intellectual property rights pertaining to the material provided.
Any and all exporters samples sent to the International Import Trading Platform shall become the property of the Company and once received will be solely used to promote and market the exporter’s products or service within the network.
16. Country of Origin Taxes and Fees
The exporter agrees that it is solely responsible for paying any and all taxes, if required, to the Country of origin of the goods and services. For purchase and sales orders received after the Test Market Program, the exporter agrees that any customs and VAT taxes payable in China will be paid by either including any such taxes in the buyer’s purchase price, and paying such taxes upon payment by buyer or paying such taxes directly to customs prior to the goods being accepted by the buyer.
17. Liability and Claims
The Company shall in no circumstances be liable to the exporter or the users of the International Import Trading Platform or any other person for any error, mistake, misuse, delay, loss or omission whatsoever and howsoever occurring in communications between them or the level of safety with which they are conducted. The exporter unconditionally and irrevocably undertakes that it will not make any claim either legal or equitable against the Company, its affiliates and/or agents for any losses, damages, costs or expenses that it may suffer or incur as a result of or otherwise in connection with such error, mistake, misuse, delay, loss or omission.
The exporter hereby undertakes and agrees to fully and unconditionally indemnify and hold the Company and its agents, representatives, contractors and employees harmless against any claims, damages, penalties, losses or any expenses howsoever incurred as a result of or in connection with (i) any breach or alleged breach of representation, warranty or undertaking given by the exporter herein; (ii) any infringement or alleged infringement of intellectual property rights, including but not limited to patents, registered designs, copyrights or trade mark infringement arising as a result of the insertion of any material by the Advertiser or any agent of the exporter in any of the Company’s website and or Import Trading Platform; (iii) any claim that the material involves false or deceptive advertising or sale practices; (iv) any claim arising or in connection with proof of quality and/or (v) any third party claims whatsoever arising in or derived from or as a result of the insertion or providing any material by the Exporter (vi) any breech or failure of Ningo Meishan to have the export trade facility ready for operation (vii) any failure to carry out duties or responsibilities in this agreement based upon conflicting laws within China. In cases such as items (vi) and (vii) above the Exporter will be entitled to minus administrative fees a complete refund of monies paid. (viii) In cases where en exporter's product is not acceptable in China, then the exporter shall receive 90% of the Service Fee back.
19. Proof of Quality
All statements, claims or representations ('Claims') in material submitted by the exporter for its products or services regarding the quality of the exporter’s products or services must be (i) accompanied by a clear and written reference in the material to the independent survey, research or other source upon which the Claims are based; and (ii) supported by the relevant independent survey, research or other source, a copy of which must be provided to the Company.
20. Representations and Warranties
The exporter hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
In the event of any breach by the exporter of any of its warranties, undertakings and/or other provisions of this agreement, the Company shall have the right at its sole and absolute discretion to remove from the Company’s Trading Platform any material or samples placed by the exporter and/or to terminate the Exporter’s Service Agreement immediately without notice, in which case the Company shall not be liable to refund any service fee paid to the Company for such material so removed and the exporter hereby undertakes that it will not make any claims both legal or equitable against the Company, its employees, contractors, and/or agents for any losses, damages, costs or expenses that it may suffer or incur as a result of or otherwise in connection with such removal.
21. Restricted Products
From time to time there may be products or services that are on the restricted import list in China. If the exporter’s product or service is on this list, we will advise the exporter of such restriction and the exporter will be entitled to a no questions asked complete refund of the service fee paid by the exporter.
22. Relationship of Parties
The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.
23. Limitation of Liability
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Company's performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
We make no express or implied warranties or representations with respect to the International Import Trading Platform Membership or any Product or Service other items sold through the Import Trading Platform (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Trading Platform (including Exhibition showroom, websites and other network properties) will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
25. Intellectual Property Rights.
The exporter hereby undertakes to act in good faith in all respects and represents, warrants and undertakes that (i) no third party intellectual property rights or any other rights will be infringed as a result of the publication of any listing on the USAExportsToChina.com website and the Company’s Trading Platforms featuring the exporter’s products or services and/or in any material supplied by the exporter to the Company in relation to or otherwise in connection with their products or services; (ii) all of the exporter’s products or services comply with and will comply with all applicable laws and regulations, including without limitation, those relating to advertising; and (iii) it has obtained all necessary consents and licenses for using the products or services.
The Company reserves the sole and absolute discretion to decline to publish any material if it reasonably suspects that the exporter may involve the infringement of intellectual property rights or other rights of any third party, unless the exporter can, within 3 working days of being requested to do so, provide evidence to the satisfaction of the Company that (a) it has the right to place use the material in question and/or the material does not infringe any intellectual property rights of any third party; or (b) the material does not contravene the intellectual property rights infringement of this Policy. The Company shall remove the material immediately if it reasonably suspects that the material may (i) involve the infringement of intellectual property rights or other rights of any third party. The Company shall consider publishing and or using the material again if the exporter can, within 3 working days of being requested to do so, and provide evidence to the satisfaction of the Company that (a) it has the right to place the material and the material does not infringe any intellectual property rights of any third part. The exporter agrees that it shall comply with the complaint procedure applicable to material regarding infringement of intellectual property rights that the Company may issue from time to time, whether as a complainant of infringement of intellectual property right or as a party subject to any such complaint.
The Company reserves the sole and absolute discretion to decline to publish/remove any material if the exporter is found to have committed any act which, in the opinion of the Company, might prejudice or damage the reputation and/or image of the Company. Without limitation, particular areas of concern include product safety and respect for intellectual property rights (IPR), labor rights and environmental laws. Furthermore, breach of any applicable laws, rules or regulations shall immediately entitle the Company in its absolute discretion to remove any material, terminate the Exporter’s Service Agreement without notice to the Exporter.
26. Independent Investigation
THE EXPORTER ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE IMPORT TRADING PLATFORM MEMBERSHIP AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
27．Obligations of the Parties:
The Parties agree to carry out their duties and responsibilities in a prompt and professional manner. The Parties agree that a main priority of their working relationship is to ensure that the International Import Trade Program is a success and that Platform particpants receive the highlest level of sevice possible.
28. Obligations of Party A:
a) Ensure that the International Import Trade Program activities are held as planned.
b) Ensure the development of the International Trading Platform in China with related exhibit and show space.
c) Ensure a full-time staff in China is available to provide support and assistance to exporters. Exporters are individuals, businesses, government and private entities that have enrolled in the Program and paid fees as agreed.
d) Provide a buyers network to identify potential buyers in China for program participants’ products and services.
e) Provide and coordinate any and all actions and procedures for customs and inspection clearance procedures and methods for exporters that will allow them to clear customs and inspection in China in a prompt manner.
f) Provide methods and procedures for exporter’s products and services to be sampled and displayed in the International Export showroom and exhibit hall.
g) Ensure exporter’s pay the least amount of VAT and other taxes required by the laws of China while fully complying with the laws of China.
h) Negotaite buy and sale arrangements between exporter participants and Buyers in China.
i) Provide translation services from Chinese to English required by customs in China.
j) Act as the exclusive distribution agent for the exporters in conducting business in China.
k) Maintain various online procedures, networks and platforms that allow participants to offer that products to China consumers on-line.
l) Provide arrangements and agreements with other networks in China to support the particpants in marketing and promoting their goods and services in China.
m) Ensure exporters are paid in accorance with written agreements and purchase orders and ensure such payments are made in USD and or other currency as agreed.
n) Ensure all matters pertaining to currency conversion are handled for exporters and such matters are agreed to in writing with exporters.
o) Provide various financial programs to assist and support buyers in purchasing products from particpants.
p) Provide various insurance programs to assit and support exporters and buyers in purchasing products from particpants.
q) Ensure high-level government officials from USA and China in Commerce, trade, investments and policy are invited to review and participate in the International Trading Platform.
r) Provide and administer advertising programs and procedures that support the International Trading Platform and the exporter’s efforts in marketing their goods and services in China.
s) Advise exporters of restricted products and services, advantageous marketing and selling approaches, as well as recommend and suggest proper price points to sell goods and services within the International Trading Platform.
t) Advise exporters of any and all problems are issues that may impact the delivery of services.
u) Provide assistance to exporters where required in inviting and securing VISA for businesses, entrepreneurs, and government officials from the USA and elsewhere that want to visit the International Trading Platform.
v) Maintains sole right to exclude any participant from the Program for any reasons that it choses at its sole discretion.
w) Ensure regulatory compliance with China’s customs and import laws.
x) Provide logistics and management services, if required, pursuant to the terms of the purchase and or sales order.
y) Provide full management of remittances, including foreign exchange.
29. Obligations of Party B the Exporter
Will ensure that all service fees and transaction fees are paid promptly.
Will provide samples of their goods and services free of charge for use and display in the Company’s Trading Platform.
Will promptly provide, brochures, videos, and other publications and promotional material to the Company free of charge for use in the Company’s trading platform to promote the goods and services for the exporter.
Will be responsible for shipping the samples and other promotional material to the Company’s Trading Platform in China.
Will be responsible for any and all costs of conducting business in China.
Will be responsible for any and all shipping and warehousing costs involving the sell of their goods and services.
30. Service and Transaction Fees
The exporter agrees to pay the Company a service
fee in USD upon signing up to participate in the Company’s Import Trade
Platform. Unless designated herein the service fee is non-refundable.
The exporter agrees to pay a transaction fee for each transaction between exporter and buyer arranged though the network. The transaction fee shall be first deducted from the amount buyer owes the exporter, plus other fees, if any, agreed to by the exporter. The balance shall be promptly remitted to the exporter within 2 days of receipt from buyer.
31. Representations and Warranties hereby represents and warrants as follows:
32. Effective Date and Termination
This Agreement shall be effective upon its being signed by the Parties. The term of this Agreement is one (1) year, unless fully paid and or earlier terminated as set forth in this agreement.
This Agreement shall expire on the date due unless this Agreement is extended as set forth in the relevant terms hereunder.
33. Settlement of Disputes
The Parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation, each Party can submit such matter to the National Arbitration Commission or a similar national body in the United States of America. The arbitration shall follow the then current rules of the national body, and the arbitration proceedings shall be conducted in English and shall take place in Mecklenburg County, North Carolina, the United States of America. The arbitration award shall be final and binding upon the Parties. This article shall not be influenced by the termination or elimination of this Agreement.
Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute.
34. Force Majeure
Force Majeure, which includes but is not limited to, acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any event that is beyond the Party's reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure. The affected Party who is claiming to be not liable to its failure of fulfilling this Agreement by Force Majeure shall inform the other Party, without delay.
Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and shall be deemed to be duly given when it is delivered by email.
Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.
37. Amendments and Supplement
Any amendment and supplement of this Agreement shall come into force only after both Parties sign a written agreement.
38. Governing Law; Consent to Jurisdiction
This Agreement will be governed, construed and enforced in accordance with and governed by the laws of the United States and the State of North Carolina applicable to agreements made and to be performed in such jurisdiction without reference to conflicts of law principles. The Parties irrevocably consent that any legal action or proceeding against them under, arising out of or in any manner relating to this Agreement or any other agreement, document or instrument arising out of or executed in connection with this Agreement may be brought only in a court with jurisdiction located in, or the federal district court the district of which includes, Mecklenburg County, North Carolina and the Parties each irrevocably consent to that venue and to the personal jurisdiction thereof. The Parties hereby expressly and irrevocably waive any claim or defense in any action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis.
39. Attorney’s Fees
If either party hereto shall breach any of the terms hereof, such party shall pay to the successful party all of the successful party’s costs and expenses, including, without limitation, attorneys’ and expert witness fees, incurred by such party in enforcing the terms of this Agreement.
Both parties understand and acknowledge that, by virtue of this contract, they may both receive or become aware of information belonging or relating to the other party, its business, business plans, affairs or activities, which information is confidential and proprietary to the other party and/or its Suppliers and/or Customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”).
In consideration of such Confidential Information being disclosed or otherwise made available to either party for the purposes of the performance of this contract, both parties hereby undertake that they will not at any time, either before or after the termination of this contract, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information:
41. Noncompetition & Noncircumvention
All parties to this Agreement agree that each will refrain, directly or indirectly from utilizing information gained from the other party in any way other than as contemplated hereunder. Further, neither party will circumvent the other party by attempting to take advantage of research and development performed by either party. The parties realize that this noncompete/noncircumvention provision is an essential and material part of this agreement. From this point on all parties to this agreement agree that they will take no action to compete with or adversely affect the sole intent of this agreement which is to help companies secure funding primarily through Exim Bank and elsewhere under the guidance and the direction of Party A. As such no party to this agreement shall attempt to compete or circumvent in any way at any time the purpose of this agreement or those including the entities and people that have been charged to carry out this agreement.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement shall be construed to create any rights in third parties as third party beneficiaries or otherwise. This Agreement shall not be assigned to any party. The Company has the right to assign payments due it under this agreement to an individual or company of its choosing and the exporter agrees to make payments to the assigned company or individual subject to this agreement and instructions made by the Company.
43. Grammatical Usage
Throughout this Agreement, reference to the neuter gender shall be deemed to include the masculine and feminine, the singular the plural and the plural the singular, as indicated by the context in which used.
44. Headings; Context
The headings of the sections contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.
This Agreement may be executed in numerous counterparts, all of which shall be considered one and the same agreement. For purposes of this Agreement, facsimile signatures and or other forms of electronic signature shall be considered original signatures.
46. Language of contract
This contract has been negotiated and concluded in English. It may be translated into any other language for practical purposes, but the English version shall prevail in the event of any doubt.
47. Assignment and subcontracting
This contract is personal to the Parties and, except to the extent necessary for the collection of outstanding bills through a factoring agent, the exporter shall without the prior written approval of the Company: