GELS Warehouse & Logistics Service Agreement for Alibaba.com Customers

This Service Agreement is entered into between GELS Enterprise Shanghai Co Ltd (hereinafter referred to as "GELS") and user (hereinafter referred to as "User") of the Alibaba.com and AliExpress.com websites (hereinafter referred to as "Alibaba Website") . This Service Agreement includes the terms and conditions of this agreement, and the rules which GELS has announced, or may announce in the future, on the Alibaba Websites. All rules form an integral part of this Agreement and shall have the same legal effect as this Agreement.

1. Terms of Services

1.1 GELS shall provide specified warehousing and logistics services to User (the “Services”) through Alibaba Websites subject to the conditions that User shall have accepted and agreed to the terms of this Agreement as may be amended from time to time. Upon User ticking “Fulfillment” solution the terms and conditions of this Agreement shall enter into legal effect between User and GELS, regardless of whether or not User has thoroughly read this Agreement. Upon User’s ticking of “Fulfillment” solution it shall mean that User has accepted and signed this Agreement.

1.2 GELS retains the right to review and revise the terms in this Agreement and the related rules from time to time. If there is any change to this Agreement, GELS will announce the changes and update this Agreement on the Alibaba Websites. If User does not agree to the changes, User shall immediately stop to use the Services. The Agreement as amended shall take effect upon publication on an Alibaba.com Website. Rules will take effect upon publication on an Alibaba Website and will form a part of this Agreement. If User selects or continues to use the Services, User shall be deemed to have accepted the Agreement as amended.

1.3 The terms of this Agreement may not be amended unless prior written consent from GELS has been obtained. Any attempt for Buyer and/or Seller to amend this Agreement will be void and not binding on GELS. In case of any conflict between the terms of this Agreement and/or GELS’s policies and what has been agreed by Buyer and Seller, the terms of this Agreement and/or GELS’s policies shall govern.

2. Service Limits

2.1 The Services under this Agreement are available to Users of the Alibaba Websites only. However, "Seller” must be a User from the mainland China (or other countries or regions as subsequently permitted on the Alibaba Website), and “Buyer” must be from countries and regions outside the mainland China.

2.2 GELS retains the right to refuse to provide the Service in this Agreement if the order is not made through the Alibaba Websites or made by an unqualified Buyer or Seller.

2.3 GELS will not provide Services in respect of any prohibited/restricted article. “Prohibited/restricted articles” in this Agreement mean
items which are prohibited or restricted by circulation, post or export under China's laws and regulations, transportation items which do not comply with the IATA regulations, dangerous items, items that are prohibited or restricted by entry at the destination countries or regions; Prohibited/restricted articles include without limitation the following items:

• Explosive, inflammable, erosive, toxic, radioactive or other hazardous articles, such as detonators, gunpowder, fireworks, gasoline, alcohol, kerosene, Germinal water, matches, raw paint, strong acid, strong alkaline;
• Narcotic drugs and psychotropic substances (e.g. Opium, morphine, cocaine);
• Items which are prohibited by circulation or transportation laws and regulations, e.g. weapons, replica weapons, ammunition, explosives, counterfeit money and stock, gold and silver;
• Items which impede public health, e.g. corpses (including ash), fur, animal bones, organs or bodies;
• Perishable items, e.g. fresh meat, fresh fish, fresh eggs, fresh fruit, fresh vegetables;
• Animals, endangered animals and plants (including specimen) and their seeds and reproductive materials;
• Infective foods, or other articles;
• Newspaper, magazines, books, promotional materials that contain content prohibited by law or indecent or obscene content.
• Currency and coins.
• Precious relics and other relics prohibited by exportation.
• Items that infringe intellectual property rights of other parties.
• Other items that are prohibited or restricted by transpiration by laws, rules and regulations.

In case of any difference in the interpretation of whether an item is a prohibited/restricted item, GELS shall have the right of final decision.

3. GELS Warehouse & Logistics Services

The warehouse & logistics Services that GELS will provide include: Stock-in (weight/volume measurement, items counting), storage for the merchandise, stock-out, shipment. The detailed service processes are described as follows.

3.1 Seller delivering the merchandise to Warehouse
The Seller shall deliver the merchandise to GELS Warehouse through domestic logistics companies at its his own expense. GELS shall not be responsible for any losses or damage to the merchandise or delay in the delivery during the transportation to the GELS warehouse.
The Seller shall prepare and enclose the packing list together with the packages in order to facilitate GELS to carry out verification against the packing list at the time of counting the merchandise.

3.2 Seller fills in the shipment notification
The Seller shall fill in the true and correct shipment information and declaration information in the shipment notification. The Seller itself shall be liable for any issue in customs clearance or detention due to any incorrect information supplied by the Seller. GELS shall take no responsibility for any dispute between the Seller and Buyer resulting therefrom.

3.3 GELS receives the merchandise
a) If the outer package of the merchandise is in good conditions, GELS will receive it, provided that this does not restrain GELS from opening the package for inventory counting and requiring the Seller to redeliver or return.
b) If GELS finds out that there is any damage or loss to the merchandise, GELS will have the right to refuse the merchandise and give the merchandise to the domestic logistic company to return to the Seller and the Seller shall be responsible for the relevant costs and liability arising therefrom. GELS may provide the rejection information to Alibaba. If Buyer agrees that the Seller may re-deliver the merchandise, the Seller may arrange to deliver the merchandise again and fill in the new shipment notification. GELS will provide the Services again.

3.4 GELS process stock-in
a) If GELS acknowledges receipt of the merchandise, GELS shall open the package within 24 hours (during the working days) to carry out the stock-in process, including counting the goods, measuring the weight and size and report the results of counting and measuring to Users through the Alibaba.com Websites.
b) During the stock-in process, if GELS finds out any discrepancy with the packing list or shipment notification or any loss or damage to the merchandise, GELS will liaise with the Seller and confirm with the Seller whether the Seller will agree to re-send the merchandise or return the merchandise to the Seller.
c) GELS will evaluate the security of the outer package and provide the value added services of replacing the outer package. GESL will charge the Buyer for the packing cartons accordingly.

3.5 Buyer confirms the logistic order and pays for the warehousing & logistics fees
a) For the merchandise for which GELS has completed the stock-in process, Buyer will select the shipping services at its own choice within the prescribed time limit on the Alibaba.com Websites.
b) Unless otherwise expressly specified, Buyer shall be responsible for the warehousing & logistics fees for the GELS warehousing & logistics services. Buyer’s payment will be protected under the escrow services on the Alibaba Website. The standards of the warehousing and logistics fees are set forth in Section 4.
c) Buyer may set up the shipping requirements according to its business requirements. Buyer may use the calculator on the Alibaba Website to calculate the shipping costs based on the applicable customs requirements of China and the fee standards of GELS.
d) The Buyer shall provide the accurate and detailed shipping address and contact information for each batch of merchandise.

3.6 GELS delivers the merchandise
a) GELS shall deliver the merchandise according to the Buyer’s shipment instructions by combining the merchandise, replacing the outer package, obtaining the insurance, selecting the requested logistic services. If it is impracticable to proceed with the delivery according to the Buyer’s original shipping instructions, GELS shall have the right to adjust the delivery arrangements. In that case, if the actual logistic costs incurred are higher than the fees paid by the Buyer, GELS will not separately charge the Buyer for the difference; if the actual logistic costs incurred are lower than the fees paid by the Buyer, GELS will not refund the difference.
b) GELS will prepare and complete the Customs Declaration forms based on the declaration information and shipment information provided by the Seller. GELS will have the right to adjust the information for the shipper or import and export agent to meet the relevant customs requirements.
c) After GELS has received the Buyer’s logistic order and fees for the warehousing and logistics services, GELS will complete the stock-out process and deliver the merchandise to the international logistic company for shipping within 24 hours (during the working days). In the meantime, GELS shall provide the delivery information to the Alibaba Websites. User can then view the delivery and logistic information on the orders on the Alibaba Websites.
d) The Seller acknowledges and agrees that the Buyer may request to combine the merchandise under different orders with those of another Seller for onward delivery. The Seller further agrees that GELS may select any of the Sellers in the combined orders as the shipper to process the relevant procedures.
e) The Seller shall cooperate with GELS to provide the materials and information as may be required for customs clearance, inspection or other matters. Otherwise, the Seller shall be responsible for non-delivery.

3.7 Rules of settlement rules for warehousing and logistics fees
a) Alibaba will release the warehousing and logistics fees to the GELS designated account after the Buyer confirms the receipt of the delivery in good conditions or under any other circumstances under which release of the funds are permitted according to the rules of Alibaba Websites.
b) If the merchandise is lost or damaged due to the reasons attributing to GELS or a third party international logistic company, GELS will not charge the warehousing and logistic fees to the Buyer. In the meantime, GELS shall make some compensation to the Buyer and/or Seller according to GELS’s compensation rules published on the Alibaba Websites.

3.8 Conditions for return to the Sellers
Under the following circumstances, GELS may not be able to complete the normal procedures for the merchandise and will then return the merchandise to the Seller at the Seller’s address and the Seller will be responsible for the relevant costs for the return.
a) the outer package is substantially damaged or does not comply with the standards for acceptance,
b) the merchandise falls within the scope of prohibited/restricted articles;
c) the quantity of the merchandise counted is different from the packing list or the shipment notification;
d) the Buyer fails to pay the warehousing and logistics fees;
e) the Buyer has refused to pay customs duties or requested to return the merchandise for any reason;
f) upon agreement with Buyer, Seller has made a request to GELS to return back the merchandise to the Seller at its own cost.

4. Warehousing and Logistics Services Fees

4.1 GELS charges for its warehousing and logistics services at the following fee standards:

• Warehousing fee: free warehousing storage services for the merchandise for the first 20 days from the time of stock-in, and thereafter GELS reserves the right to charge warehousing fee.
• Operation fee for single batch: operation fee is charged for each batch of merchandise. The fee standard: first 1 carton: US $0.45, for the excess cartons: US $0.05.
• Inventory counting fee: $0.45 for each batch of the merchandise.
• Packaging material fees: to be charged depending on the actual usage of the cartons, US $0.8 per carton (paperboard)
• Operation fee for order combination: in case of combination of the orders, in addition to the operation fee for single batch, an additional operation fee for order combination is charged at US $0.4.
• Fees for different classes of logistic services: the actual fees will be determined according to the class of logistic services selected by the Buyer, the actual weight and size of the merchandise, the destination, The Buyer may use the calculator on the Alibaba Websites to calculate the logistic fees.
• Iinsurance expenses: the Buyer may select to purchase the insurance for the order. The expenses will be charged according to the then applicable fee standards of the relevant logistic companies.

4.2 If the Buyer fails to pay relevant warehousing and logistics service fees? charge, GELS has no responsibility to provide the Services.

5. User’s Obligations

5.1 The Seller shall ensure that the shipment information and declaration information in the shipment notification or other documents or materials provided by Seller is correct and complete. In addition, the Seller shall ensure that the packing list is accompanied with the merchandise to facilitate GELS to provide the Services.

5.2 The Seller shall be responsible for all the relevant expenses in the circumstances where the merchandise will be returned to the Seller.

5.3 The Seller shall ensure that the merchandise to be delivered do not fall within the scope of prohibited/restricted articles.

5.4 Buyer shall pay for the warehousing and logistics fees in full within the prescribed time period. If the Buyer fails to pay the warehousing and logistics fees in time resulting in losses to the Seller, such losses shall be borne by the Buyer. In the meantime if warehousing fees are incurred, GELS reserves the right to deduct the fees from the purchase price paid by the Buyer according to the rules published on the Alibaba Websites.

5.5 The Buyer shall ensure that the buyer’s delivery address is correct and complete. If the delivery information is incorrect resulting in non-delivery, GELS shall take no responsibility.

5.6 If the merchandise is lost or damage during the storage or transportation, Buyer shall cooperate to provide the relevant supporting documents such as photos of the merchandise, and the Seller shall cooperate to make the compensation request to GELS within the prescribed time limit and provide the supporting documents. If it is proved that the loss or damage is caused by GELS or the third party logistic company, GELS will compensate the Seller within 45 days of receipt of the Seller’s compensation request according the relevant compensation rules of GELS.

6. Use of User Information

6.1 If User uses the Services, User agrees that Alibaba shall have the right to disclose to GELS such information about the merchandise such as declaration information, delivery information and agrees that GELS shall have right to disclose to Alibaba such information in connection with the Services such as stock-in information, shipping information.

6.2 During the provision of the Services, GELS will store the data acquired. However, GELS warrants that GELS will use such data only for the purpose of provision of the Services and for analysis for internal usages and will not disclose such data to third parties other than Alibaba.

7. Compensation Rules of GELS

7.1 GELS will not be responsible for any dispute between the Buyer and Seller arising from the quality of the merchandise, the incorrect information in the declaration information or delivery address provided by the Buyer or Seller or other issues attributable to the Buyer or Seller. GELS will not participate or otherwise be involved in the dispute resolutions between the Buyer and the Seller.

7.2 If the merchandise is damaged or lost during the course of storage or transportation for any reason attributable to GELS or a third party logistic company engaged by GELS, GELS will compensate for the damage or loss according to the following terms. The detailed compensation rules are set forth in the GELS Compensation Rules.
a) GELS will not obtain any insurance for the merchandise during the period when they are stored in the warehouse. If the damage or loss is caused by default by GELS when the merchandise is stored in the GELS warehouse, the warehousing and logistic fees received by GELS will be refunded to the Buyer in full. The Buyer and Seller shall separately discuss between themselves about any dispute regarding the merchandise. Depending on the declared value of the merchandise and upon discussions and agreement with the Seller, GELS may compensate the Seller in an amount not exceeding US$100 within 45 days, provided that the Seller submits a claim for compensation with all the supporting documents within the prescribed time limit for the compensation claim.
b) Starting from the time when the merchandise is dispatched out of the GELS warehouse to a third party logistic company:

• Where the Buyer has purchased insurance for the merchandise designated by GELS, if the merchandise is damaged or lost during the course of transportation for any reason attributable to the third party logistic company, the warehousing and logistic fees paid by the Buyer will be refunded to the Buyer in full. The Buyer and Seller shall separately discuss between themselves about any dispute regarding the merchandise. Depending on the declared value of the merchandise and upon discussions and agreement with the Seller, GELS may compensate the Seller in an amount not exceeding the declared value of the merchandise within 45 days, provided that the Seller submits a claim for compensation with all the supporting documents within the prescribed time limit for the compensation claim.
• Where the Buyer has not purchased insurance for the merchandise designated by GELS, if the merchandise is damaged or lost during the course of transportation for any reason attributable to the third party logistic company, the part of the logistic fees among the warehousing and logistic fees paid by the Buyer will be refunded to the Buyer. GELS shall have the right to charge the fees for the warehousing services and not refund the part of the warehousing fees. The Buyer and Seller shall separately discuss between themselves about any dispute regarding the merchandise. Depending on the declared value of the merchandise and upon discussions and agreement with the Seller, GELS may compensate the Seller in an amount not exceeding US$100 within 45 days, provided that the Seller submits a claim for compensation with all the supporting documents within the prescribed time limit for the compensation claim.

8. GELS’s Disclaimers and Exclusion of Liability

8.1 GELS shall assume no liability for any direct, indirect, losses or damages arising from failure in transmitting the information to Alibaba or User in a timely manner as a result of the suspension of the Alibaba Websites

8.2 GELS shall assume no liability for the loss, damage, contamination of the merchandise or the delay in the delivery of the merchandise arising out of any of the following reasons:

• a force majeure event;
• deterioration, reduction in quantity, damage or loss resulting for any defect, patent or non-patent, in the merchandise;
• outer package is in good conditions but the merchandise contained inside the package is in shortage;
• inspection at the customs checkpoints;
• default by the Buyer or Seller.

8.3 GELS shall not be responsible for any indirect, incidental, special or derivative losses or damages (including, but not limited to, the loss of revenue or profits). GELS shall not be responsible for any loss, damage, delay in delivery, wrong delivery, non-delivery, the provision of any incorrect information or non-provision of any information resulting from any of the following reasons, in which case GELS shall not be obliged to make any adjustment to the warehousing and logistic fees, refund or compensation.

• any act, omission or negligence by the Seller or any other person related to the merchandise delivered;
• nature of the merchandise or defect of the merchandise such as that the merchandise has already been damaged;
• airplane accident, invasion, any act or negligence by the local government authorities, the legal requirements, customs or quarantine officials, riots, strikes or regional disturbances, turmoil, war or severe weather conditions, or interruption in the air or ground transportation system or disruption or breakdown in the telecommunications system on a nationwide or region wide basis beyond control of our company. In case of such an event, GELS will make reasonable efforts to deliver your merchandise to the destination. GELS will have the obligation to notify User of such an event as soon as possible;
• there is no damage to the package and the recipient does not raise any dispute or issue any notification of damage at the time the merchandise is delivered at the destination; the package is sealed off, any loss or damage occurs to the merchandise inside the package;
• delay in the delivery due to customs clearance or other procedures required by the relevant authorities;
• delay in the delivery due to the Buyer’s failure to confirm the amount and payment of the customs duties promptly or non-delivery due to the Buyer’s refusal to pay the customs duties;
• erasion of the data stored in magnetic tapes, files or other storage media, erasion of images from films or audio recordings;
• damage to the merchandise due to the fact that the Buyer fails to provide the packaging necessary and suitable for the transportation;
• non-delivery due to the fact that the Buyer provides wrong, incomplete, incorrect address information or fails to provide the address information or due to failure to contact and reach the recipient of the merchandise and related costs;
• the Seller has breached the bills of lading, this Agreement, the service guide or other agreement including without limitation the incorrect information in the customs declaration, improper or incomplete measures or information about the packaging, security measures, markings or addresses.

9. Miscellaneous Provisions

9.1 All the Parties acknowledge and agree that Alibaba Websites may stipulate various rules about the warehousing and logistics services and publish such rules on the Alibaba Websites. In case of any conflict between the provisions of this Agreement and GELS’s rules and the provisions of the rules of the Alibaba Websites, the rules of the Alibaba Website shall govern. This Agreement only governs the relevant warehousing and logistics services in the event User has selected to purchase the warehousing and logistics services. The online transactions between the Buyer and Seller on the Alibaba Websites shall still be governed by the relevant Alibaba online transaction services agreements, escrow services agreements and the online transaction policies and rules.

9.2 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of this Agreement.

9.3 The interpretation and enforcement of the terms of this Agreement as well as any disputes relating to this Agreement shall be governed by the laws of the PRC. In case of any dispute, any party shall submit the dispute to mediation by Alibaba Website. If no agreement is reached through mediation, any party can submit the dispute to the Shanghai Arbitration Commission for arbitration in Shanghai. The arbitration panel shall be composed of one arbitrator to be appointed by appointed by the Shanghai Arbitration Commission. The arbitration award is final and shall be binding on all the Parties.