Dealer Entry Agreement for Electronic Global Trading Transaction Platform
Please carefully read and understand all contents of the Agreement. The terms of the Agreement have contractual validity. Once you click “Agree” button at the lower part of the Agreement, the terms and contents mentioned in the Agreement shall have irrevocable legal effect and you must abide by the Agreement. If you do not agree with the terms of the Agreement, please do not click “Agree” button.
I Consent and Declaration
TEEX Dealer Entry Agreement for Electronic Global Trading Transaction Platform (hereinafter referred to as “the Agreement”) includes the Agreement itself and various traction rules, transaction criterions, implementation rules, relevant regulations, etc. (hereinafter referred to as “the rules and regulations”) already issued or to be probably issued by the transaction platform of Tianjin Exchange for Electronic Materials and Products Co., Ltd. (hereinafter referred to as “TEEX”). All Rules and regulations are an integral part of the Agreement and shall have equal legal effect. Unless otherwise specified, any service (hereinafter referred to as Service) regarding settlement, storage, etc. provided by the electronic global trading transaction platform shall be bound by the Agreement.
Before becoming a user of the transaction platform, you shall read and understand all terms and conditions included in the Agreement as well as all rules and regulations of TEEX, and you shall be allowed to conduct relevant transactions only after you confirm, agree and accept the same. When you read the terms of the Agreement and the relevant rules and regulations, TEEX advises you to read and understand other laws and regulations and help documents regarding international trading, internet and transaction.
Please be sure to carefully read the Agreement. In case of any query, please timely contact with TEEX. No matter whether you have actually carefully read the terms of the Agreement and the rules and regulations; once you click “Agree” button and successfully register to become a user according to the registration procedures of the transaction platform, your behaviors will be regarded as the fact that you have agreed and signed the Service Agreement. Afterwards, you shall not advocate the invalidity of the Agreement or request to revoke or alter the Agreement for the reason that you have not read the terms of the Agreement or the rules and regulations, or you have not obtained the replies to your queries, etc.
You shall promise to accept and abide by the engagement of the Agreement. If you disagree with the engagement of the Agreement, you shall immediately stop the registration procedure or stop using the services provided by the transaction platform. The transaction platform will frequently revise the Agreement and the rules and regulations regarding the Agreement and the revision contents will be issued on the website, without any further notice for you. All revised parts shall be an integral part of the Agreement or the rules and regulations and shall be binding on both parties. Once publication, the altered parts shall be automatically legally effective; in case you disagree with such alteration, you shall immediately stop conducting transactions or using the services provided by the transaction platform; in case of continuously logging in, registering or conducting transactions at the platform or using the services provided thereby, TEEX will regard you to agree all terms and contents involving such alteration.
II Subjects of the Agreement
Electronic Global Trading Transaction Platform refers to a place which is established by TEEX to employ internet for relevant transactions and services and of which independent intellectual property right is owned by TEEX, and is abbreviated as transaction platform.
A user of the transaction platform can register to become a dealer of the transaction platform, and such dealer is unique. After registering to become the dealer, you can enjoy relevant services provided by the transaction platform according to the service type selected by you and conduct relevant transactions according to relevant rules and regulations of the transaction platform. Regardless of the title conferred by the platform to you, when conducting transactions on the transaction platform, you can not only enjoy the due rights and interests for a dealer, but also bear the due liabilities and risks for a dealer.
When you have completed the registration procedures or when you practically use the service provided by the transaction platform through other manners allowed by the transaction platform, you shall confirm to be sure to have the following conditions: operating unit legally established and able to independently bear liabilities; with corresponding capacity for civil right and civil conduct. If you are a person without capacity for civil conduct or a person with limited capacity for civil conduct, or an organization without business qualification or special business qualification, when you improperly register to become a user of the platform or use the online service or conduct transactions beyond the scope of civil right or civil conduct, you and your guardian shall bear all consequences caused thereby, and meanwhile TEEX has the right to cancel (permanently freeze) your account immediately after discovering the above behaviors and investigate you and your guardian for all legal consequences caused by using the transaction platform.
III Transaction Services and Transaction Rules
Through the services provided by the transaction platform, you can (including but not limited to) issue transaction information, inquire commodity and service information, conclude transaction intention, conduct transaction, evaluate other users, participate in the activities organized by the transaction platform and use other information services and technical services provided by the transaction platform.
When you have transaction dispute with other user during the transaction process in the transaction platform, once any or both of you and the other user submit(s) investigation application, the transaction platform will have the right to unilaterally make investigation & settlement decision according to the rules and regulations, and meanwhile you shall understand and agree to accept the judgment and investigation & settlement decision. Such decision shall be legally binding on you.
You shall understand and agree that the transaction platform has the right to respond to the requirements of the government departments (including judicial department and administrative department) and accordingly provide them with such necessary information as the registration information provided by you to the transaction platform and the transaction records. In case you are suspected to infringe others’ intellectual property rights, the transaction platform shall also have the right to provide your necessary identity information to the obligee under the condition of preliminarily judging the existence of such infringement act.
All transactions must be conducted legally, and any transaction shall not be contrary to Chinese laws and regulations, and the dealers shall hereby bear corresponding liabilities.
All transactions conducted by dealers in the transaction platform must be in accordance with the applicable rules and regulations issued by TEEX, such as general transaction rules, transaction rules and the implementation rules thereof, wherein such rules and regulations shall include but not be limited to: 1) all transaction rules issued by TEEX and the implementation rules thereof; 2) all transaction & transaction management related institutions and management methods issued by TEEX or confirmed by dealers; 3) transaction criterions or regulations, etc. jointly issued by TEEX and the third party; 4) putative transaction rules, transaction criterions and transaction conventions under the absence of clear regulations in Party B’s rules and regulations; 5) other unlisted transaction rules and transaction criterions practically implemented in the transaction platform and accepted by TEEX.
All dealers shall bear and pay the transaction fees according to the rules and regulations of the transaction platform.
IV Transaction Risks
1. Due to transaction risks, dealers shall be cautious. Dealers shall carefully read the Agreement and relevant rules and regulations and conclude the Agreement on the basis of completely understanding and well knowing relevant transaction rules and regulations.
2. Dealers must conduct transactions and operate businesses according to laws and relevant rules and regulations. In case any transaction is contrary to relevant laws, rules and regulations, the dealer concerned shall bear all consequences and relevant liabilities incurred thereby.
3. Dealers must independently conduct transactions. Without written consent from TEEX, dealers shall not entrust others to conduct transactions or shall not conduct transactions under others’ guidance. Dealers shall conduct transactions according to the their own supply-demand conditions and independent price judgment; transaction guidance, suggestion and information provided by any subject including TEEX and merchant bank institutes are only for dealers’ reference, and the corresponding transaction results shall be borne by dealers. The services provided by the transaction platform can be only used by corresponding dealers, and without written consent from TEEX, any dealer shall not sell, transfer, grant or provide the information, content, data, etc. regarding transaction account, passwords and services to any third party. Or else, all consequences and liabilities incurred thereby shall be borne by the dealer concerned.
4. Dealers must cautiously conduct transactions. After well knowing the transaction systems and transaction rules and regulations, dealers shall cautiously understand and judge various risks and uncertainties of transaction products and market prices, and shall, on this basis, cautiously participate in specific transactions according to the risk resistance ability thereof.
5. Dealers must understand force majeure risks. Specifically, dealers shall understand various force majeure risks existing in any transaction system, internet finance and various transaction links, and the transaction risks or even the transaction losses probably caused by the exemption from liability for related parties due to such risks, and the liabilities accordingly borne by dealers, as well as the risks and the transaction losses caused to dealers.
V Dealer’s (User’s) Obligations and Rights
1. You not only have the right to own your transaction account and passwords for the transaction platform, but also have the right to use your own transaction account and passwords to log in the transaction platform. Meanwhile, you shall be responsible for the security of your transaction account and passwords as well as your behaviors implemented through your transaction account and passwords. Without legal provision or judicial adjudication and written consent from TEEX, you shall not optionally transfer or authorize others to use your transaction account and passwords in any form; or else, you shall bear all consequences caused thereby, such as withdrawal by others, user information interception or transaction interference.
2. You shall properly protect your transaction account, login password and payment password, and meanwhile you shall bear the legal liabilities for the behaviors regarding the use of the passwords and account. For any loss or damage caused by the use of the passwords and account, such as password leak due to the Trojan horse program implanted in your local computer, you rather than TEEX shall bear all liabilities, losses or damages caused thereby.
3. When discovering that any person improperly uses your account or any other behavior may probably endanger your account security, you shall immediately and effectively inform TEEX and meanwhile request TEEX to suspend relevant services. You shall understand that it will take some time for TEEX to take actions for your request, so TEEX shall not bear any liability for the consequences (including but not limited to any of your loss) incurred before taking corresponding actions.
4. You shall register according to laws and regulations, or accurately provide your actual information according to the prompts on the registration page and meanwhile timely update your information after registration in order to make your information true, timely, integral and accurate. You shall also promise not to use others’ information for registration in the transaction platform. TEEX will not bear any liability for the losses caused by fact suppression or falsification. Meanwhile, in case your information is rationally suspected to be wrong, untrue, out of date or incomplete, TEEX not only has the girth to send inquiry and/or correction request notice to you, but also has the right to directly delete corresponding data till the suspension and termination of all transactions and part or all of the services provided by the transaction platform to you. Hereby, TEEX will not bear any liability and you shall bear any direct or indirect expenditure incurred thereby.
5. You shall ensure the validity and security of such information as e-mail address, contact phone, contact address and postcode so as to ensure that TEEX and other users can contact with you through the above contact information. In case you cannot be contacted through above contact information, you shall independently and completely bear any loss or any increased expenditure incurred thereby during the transaction or the use of the services provided by the transaction platform.
6. You shall truthfully online and offline submit relevant documents (including but not limited to the copies of identity certificate, business license, tax registration certificate, organization code certificate, etc.) needed for registration according to the rules and regulations of TEEX. In case you fail to submit the above necessary documents, TEEX has the right to refuse your registration or revoke your registered account.
7. You shall bear all taxes incurred due to transaction, compensable service acquisition and all services/transactions related to the transaction platform. Actually, TEEX transaction platform is only the platform for transactions, without the liability for bearing users’ taxes, and TEEX shall only need to bear the taxes for commission incomes and other service revenues.
8. You shall promise not to commercially use any data of the transaction platform through any means including but not limited to such behaviors of copying, spreading and taking other measures to use the data displayed on the website of the transaction platform under the absence of advanced written consent from TEEX.
9. You shall promise not to make up or distort fact to improperly evaluate other users, or take improper method to create or improve your own creditability, or take improper method to create or improve (reduce) others’ creditability.
10. You shall promise not to issue the information regarding the commodities or services nationally prohibited or limited for selling (except obtaining legal and sufficient permission), or the information regarding the commodities or services contrary to social public interests or public morality or regarded by TEEX to be unsuitable for being sold in the transaction platform, or the information suspected to break laws or violate the Agreement and various rules and regulations.
11. You shall promise to abide by honesty and credibility principle during the process of using the services provided by the transaction platform, and shall not control transactions or involve in other unfair competition behaviors, or disturb normal online service order, or have the behaviors not related to online service.
12. You shall promise that all your behaviors during the process of using the platform are in accordance with national laws and regulations, rules and regulations of TEEX, and social public interests or public morality, without any damage to others’ legal interests. In case you violate the above promise, you shall independently bear corresponding legal liability for any legal consequence incurred thereby and meanwhile shall ensure that TEEX and the transaction platform thereof are exempted from any loss.
13. You shall promise not to use any device, software or routine program to intervene in or try to intervene in the normal operation of the transaction platform or any transaction or activity being conducted in the transaction platform. You shall not take any action that will bring irrational huge data load to the network equipment of the transaction platform.
In case you violate the above promises and accordingly cause harms to any third party, you shall independently bear all legal liabilities in your name and meanwhile ensure that TEEX and the transaction platform thereof are exempted from losses or increased expenditure incurred thereby.
In case you are suspected to violate laws or the Agreement and accordingly bring any loss to TEEX or the transaction platform, or you are claimed by the third party, or you are punished by any administrative department, you shall compensate the losses incurred thereby and (or) expenses incurred, including reasonable attorney fee.
VI Rights and Obligations of Transaction Platform
1. TEEX has the obligation to improve services on present technological base and make effort to enhance and improve technology in order to ensure the smooth implementation of user transactions and online services. In case transactions or services are suspended due to system maintenance or updating, the transaction platform shall give corresponding notice in advance. In case services are suspended due to circuit failure or the emergency failure out of the control of TEEX or other force majeure, TEEX shall have no obligation to bear any invariability or loss incurred during service suspension.
2. TEEX has the obligation to timely reply to your issues regarding transaction, online service or registration.
3. TEEX has the obligation to keep your individual information or enterprise privacy confidential. Without your consent, TEEX shall not disclose, transfer or sell the data concerning your privacy or business secret such as parties list and transaction records. But you shall agree that TEEX shall be exempted from relevant liability when disclosing your information under following conditions:
a) With your authorization or permission in advance;
b) In accordance with relevant laws and regulations;
c) In accordance with the legal procedure requirements of relevant governmental competent department or judicial office;
d) For maintaining social public interests;
e) For maintaining the legal interests of TEEX and the transaction platform.
4. TEEX has the right to change the rules and regulations or adjust the system according to customer requirements and market conditions, and such adjustment or change shall come into effect since the announcement date; no matter whether you have read the adjusted or changed contents, you shall be regarded to have read the same.
5. In case you involve in any improper behavior in the transaction platform or TEEX believes that services shall be terminated, TEEX has the right to delete relevant information and suspend or terminate transactions and services at any time, without the need to obtain your consent.
6. TEEX has the right to check users’ registration information and transaction behaviors. In case of discovering any problem or having suspicion upon the registration information or transaction behaviors, TEEX has the right to send inquiry and/or correction request notice to the user concerned or directly make the decisions of deleting, suspending or terminating transactions and suspending or terminating services, etc.
7. In case you are confirmed to involve in law violation or infringement acts according to national valid legal documents or administrative penalty decision, or TEEX has enough factual basis to affirm that you involve in the behaviors of violating laws or the Agreement or the rules and regulations, TEEX has the right to announce your violation behaviors on the internet, and meanwhile send correction request notice or directly make the decision of deleting, suspending or terminating transactions and suspending or terminating services, etc.
8. For the pictures, characters, audio files, images, page setting and various kinds of information and the intellectual properties or relevant products derived thereby, TEEX shall be allowed to have exclusive, permanent and free use rights (the transaction platform has the right to authorize others to have the above rights; TEEX has the right to use, copy, revise, change, issue, translate, distribute, implement and display part or all of the above information, and meanwhile have the right to use the above information through any present or further developed form, media or technology utilization.
9. For any related software, program and content used by TEEX for the transaction platform, including but not limited to works, pictures, data, website framework, website layout, webpage design, advertisement or information presented by the transaction platform or advertiser, TEEX or other obligees shall legally enjoy corresponding intellectual property rights including but not limited to copyright, trademark right, patent right and other exclusive rights, and such rights shall be protected by relevant laws.
10. TEEX has the right to unilaterally affirm whether you violate the obligations specified in the Agreement or the rules and regulations, make corresponding handling decision or terminate the services provided to you according to the terms of the Agreement or the rules and regulations applicable to the unilaterally affirmed results, without the need to obtain your consent or inform you in advance. Meanwhile, you shall solely preserve all evidences related to your behaviors; in case of failing to provide necessary and sufficient evidences, you shall bear the adverse consequences.
11. In case TEEX cannot settle the dispute between the two transaction parties through conciliation, the two transaction parties concerned shall submit such dispute to Tianjin International Economic and Financial Arbitration Center of the China International Economic and Trade Arbitration Commission and meanwhile submit the system records as relevant evidence.
12. For other specific circumstances, please refer to the rules and regulations of TEEX.
VII Liability and Limitation of Liability
1. In case of any registration information or transaction data leakage, loss, theft or alteration, etc. caused by the errors in data and market information transmission or storage due to hacker attack, computer virus invasion or outbreak, alteration of government prohibition and existing laws and regulations, fire disaster, earthquake, turmoil, war, power outage, internet equipment fault or failure of the partner or relevant telecommunication department, or delay and omission of all or part of the terminals caused by human negligence, TEEX shall not bear any liability probably incurred thereby. Meanwhile, TEEX shall not bear the liability for service failure or delay caused by government actions, judicial and administrative orders or the behaviors of the third party.
2. In case you reveal your user password to others or register an account together with others and accordingly cause any information leakage and other losses, TEEX will not bear any liability.
3. You shall properly notice the movement and the flow direction of your funds and timely and objectively inform TEEX according to system requirements. In case of any fund loss caused by your negligence and carelessness, TEEX will not bear any liability.
4. Due to time difference of bank transfer, inter-bank transfer and E-bank transfer, TEEX cannot ensure the immediate transfer of the funds to corresponding account and you shall not accordingly claim to TEEX for any compensation.
5. TEEX shall be responsible for providing services to you in the transaction platform according to “current situation” and “availability” principles. TEEX does not openly or implicitly guarantee all contents (including but not limited to information, messages and advertisements), services, website links and the issued contents thereof in the transaction platform. Meanwhile, TEEX will not make any promise or guarantee upon the validity, accuracy, correctness, reliability, quality, stability, integrity and timeliness of the technology and information regarding the services provided by the transaction platform, and will not bear any liability for any loss caused by the use of the transaction platform, including but not limited to any direct, indirect, occasional, punitive and incurred loss.
6. Regardless of the causes (including but not limited to negligence), the user concerned shall solely bear the liability (including but not limited to negligence liability) for any loss or damage (including direct, referential and special sequential loss or damage, such as revenue or profit loss, computer system damage or data loss) caused by the use of the information in the transaction platform by you or any other person or the information linked by the transaction platform or the information of the website links of the transaction platform.
7. You shall bear all liabilities for the information solely provided thereby. Unless otherwise clearly required by laws and regulations or except the following conditions, TEEX shall have no obligation to beforehand investigate user registration information, commodity (service) information, transaction behaviors and other issues regarding transactions:
(a) TEEX can rationally believe that special transaction subject and specific transaction may involve in significant violation or default;
(b) TEEX can rationally believe that the user concerned involves in violation or improper behaviors in the transaction platform.
8. The transaction platform of TEEX only provides the information publication space, without any control over the information, except information edition (e.g.: format adjustment), so TEEX will not make any guarantee upon the accuracy, integrity and validation of the contents. In any circumstance, TEEX will also not bear any liability for any loss caused by trusting the information provided by the transaction platform. Therefore, you are suggested to seek for exporters’ opinions regarding the accuracy, integrity and validity of the information provided by the transaction platform.
9. In case of any loss incurred in any of the following circumstances, including but not limited to losses of profit, reputation, utilization, data, etc. or other intangible losses (no matter whether the compensation possibility of such losses has been informed by the transaction platform), TEEX will not bear any compensation liability:
(a) Use or use failure of the services provided by the transaction platform;
(b) Use of your account or modification of your data by the third party with corresponding authorization;
(c) Expenses or losses arising from purchase or acquisition of any commodity, sample, data and information provided by the transaction platform, or transaction behaviors, or substitutive behaviors;
(d) Your misunderstanding upon the services provided by the transaction platform;
(e) Other losses related to TEEX or the services provided by the transaction platform but not caused by TEEX or the transaction platform.
10. Any opinion declared by users in the transaction platform belongs to individual opinion and TEEX shall not be regarded to hold the same viewpoint.
11. TEEX believes that all citizens have carefully read and fully agreed with the terms of the Agreement before entering the home page and other pages of the transaction platform.
VIII Service Termination
1. Under following circumstances, TEEX has the right to directly terminate the Agreement through account cancelation:
(a) After TEEX terminates the services provided to you, you are suspected to directly or indirectly register to become a user of the transaction platform again or do the same in the name of other people;
(b) The e-mail address provided by you does not exist or cannot receive e-mail and you cannot be contacted through other contact information, or TEEX has informed you through other contact information to modify your e-mail information but you still fail to provide a valid e-mail address within three working days after receiving the notice from the transaction platform.
(c) Main contents of your registration information is untrue, or inaccurate, or out of date, or incomplete;
(d) After the alteration of the Agreement (including rules and regulations), you expressly and effectively inform TEEX that you disagree with the new agreement;
(e) Other circumstances under which TEEX intends to terminate services.
2. You have the right to request TEEX to cancel your account, and the contractual relationship between you and TEEX based on the Agreement is terminated immediately when TEEX cancels (permanently freezes) your account after approving your cancelation request. After your account is canceled (permanently frozen), TEEX has no obligation to reserve or disclose any information in your account, or forward any unread or sent information to you or the third party.
3. You agree that TEEX still enjoys the following rights after the contractual relationship between you and TEEX is terminated:
(a) Continuously reserve your registration information and the information of all your transactions during the period of using the services provided by TEEX;
(b) In case you violate laws, the Agreement and/or the rules and regulations during the period of using the services provided by TEEX, TEEX still can advocate rights toward you according to the Agreement.
IX Handling of User Transaction Behaviors before Service Interruption and Termination
After TEEX interrupts or terminates the services provided by the transaction platform for you, your transaction behaviors before service interruption or termination shall be handled according to following principles, and you shall solely handle and completely bear any dispute, loss or increased expenditure arising from the handling process, and shall ensure that TEEX and the transaction platform are exempted from bearing any loss or expenditure incurred thereby:
(a) For the commodity which is not in transaction and of which relevant information has been uploaded to the transaction platform before service interruption or termination, TEEX has the right to delete the relevant information of the commodity at the time of service interruption or termination;
(b) In case you have concluded a sale contract with other user before service interruption or termination, or the user who has concluded a sale contract with you involves in service interruption or termination, but the contract has not yet been implemented, TEEX has the right to delete the sale contract and the relevant information of the commodity concerned. Additionally, you and other user shall independently settle the issues regarding the contract through negotiation;
(c) In case you have conclude a sale contract with other user before service interruption or termination and the contract has been partially implemented, TEEX may not delete such transaction but has the right to interrupt or terminate the service under the precondition of informing you and your transaction party.
In order to ensure your account security, you shall not optionally change the public account (bank card) and such change must be only completed by TEEX. Meanwhile, the rebound account must still belong to the new account of the same person (company). For above change, you shall submit relevant information according to the regulations of TEEX, and then TEEX will check the information within seven working days after receiving the information. Subsequently, relevant change can be made by TEEX after information approval.
X Dispute Settlement and Applicable Laws
You agree to firstly settle any dispute arising from or related to transaction through friendly negotiation. In case of negotiation failure, the dispute can be settled according to following rules: unless otherwise specified in the Contract or the Agreement, any of the related parties of controversies or disputes, including but not limited to dealers, transaction centers, electronic trading markets, merchant bank institutes, delivery warehouses, docking banks, insurance companies, logistics storage enterprises, etc. shall institute arbitration proceedings to Tianjin International Economic and Financial Arbitration Center of the China International Economic and Trade Arbitration Commission for legal arbitration based on arbitration procedures. The place of arbitration shall be Tianjin. The arbitration result shall be final and binding on each party. In case of any dispute over arbitration institution and the place of arbitration, the Transaction Rules issued by TEEX and the implementation rules thereof, etc. shall prevail.
In case of any adverse results caused in the arbitration by the untrue registration information submitted thereby, you shall solely bear corresponding liability. In case of evidence sufficiency or failure during the arbitration process, you shall solely bear all losses or liabilities incurred thereby.
Validity, interpretation, alteration, execution and dispute settlement of the Agreement shall be in accordance with the laws of the People’s Republic of China and Party B’s rules and regulations. In case there is no relevant regulations, the universal international commercial practices and (or) trade practices and the United Nations Convention on Contracts for the International Sale of Goods issued by the United Nations Commission on International Trade Law shall prevail.