Правила и условия

Положения и условия

1. Applicability

The terms and conditions of these Terms of Service govern the services provided by CHINIFY TRADING CO., LTD (“we”, “us”, “our”) to the Client (“you”, “your”).

These Terms of Service should be read together with any Statement of Work entered into between us and the Client.

Each Statement of Work and these Terms of Service (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior understandings, negotiations, representations or communications.

If any conflict appears between these Terms of Service and a Statement of Work, the Statement of Work shall prevail.

Capitalized terms not otherwise defined herein shall have the meaning assigned in the Statement of Work.

2. Our Services

We shall provide the services described in the applicable Statement of Work (“Services”) with reasonable skill and care.

We may engage third-party carriers, couriers, brokers, agents, or service providers (“Third Parties”) to support service performance.
You consent to such outsourcing, including the transfer of personal data where necessary.

We are not liable for errors or negligence committed by Third Parties.

3. Client Obligations

(a) Cooperation

The Client must provide complete and accurate information, materials, and instructions required for service execution.

(b) Timely Response

The Client shall respond promptly to any request for instructions, approvals, or information.

(c) Compliance

The Client shall obtain necessary licences and comply with all applicable laws.

4. Rate Cards and Cost Simulation

(a) Non-binding Estimates

Rate cards and cost simulations are informational only and may change without notice.

(b) Final Adjustments

Final billing may differ from simulations due to:

courier adjustments
customs charges
inaccurate data
returns
additional services

The Client is responsible for all additional Third-Party fees.

5. Fulfillment Integration System

(a) Updates

The system may be modified without prior notice. Continued use indicates acceptance.

(b) Administrators

The Client is fully responsible for:

selection of administrators
password confidentiality
access permissions

We are not liable for administrator actions.

(c) Legal Compliance

The Client must ensure system use complies with applicable laws.

6. Inbound Goods & Receiving Policy

Client must arrange inbound shipping and cover all related costs.
Goods must be properly labeled and packaged.
We are not liable for quantity or condition discrepancies on arrival.
Non-compliant shipments may be refused, returned, or disposed of at the Client’s cost.

7. Labeling & Orders Policy

The Client must submit accurate orders within required timelines.
Amendments after approval or cut-off time may not be processed.
Proper barcode labeling is required at carton and unit level.
Processing times may vary in peak seasons or severe weather.

8. Couriers & Shipping Policy

We are not liable for:

courier delays
failed deliveries
customs delays
lost tracking
damaged goods caused by Third Parties

POD (Proof of Delivery) may be requested after standard transit periods.

9. Duties, Taxes, & Clearance Fees

The Client is responsible for:

all duties
taxes
clearance fees
DDP administrative charges (if applicable)

We do not provide credit terms for these amounts.

10. Storage & Inventory Policy

Goods stored with us are not covered by insurance.
A 5% annual shrinkage allowance applies.
Title to goods remains with the Client.
Goods may be moved to other warehouses with 30 days’ notice.
Unclaimed goods may be disposed of after notice.

11. Fees & Payment Terms

A valid credit card is required for registration.
Invoices must be paid within 7 business days.
Late payments incur 1% monthly interest.
We may require payment before releasing goods.
Prices may change with 30 days’ notice.

12. Lien Rights

We retain a lien over Client Goods until all invoices are paid in full.
Goods may be sold after 30 days’ unpaid balance.

13. Termination

We may terminate immediately if the Client:

fails to pay
breaches the Agreement
becomes insolvent

Either party may terminate with 30 days’ written notice.

14. Intellectual Property

We retain IP rights in all our systems, software, and materials.
The Client retains IP rights in their goods and data.
The Client consents to having its brand referenced in our marketing.

15. Confidentiality

Both parties must keep confidential information secure and only disclose when legally required.

16. Limitation of Liability

We are not liable for:

losses caused by Third Parties
indirect or consequential losses
loss of sales, profits, business, or goodwill

Our maximum liability is limited to:

the lower of (a) the actual value of the goods, or (b) the service fees paid.

17. Indemnity

The Client agrees to indemnify CHINIFY TRADING CO., LTD for claims arising from misuse of services or breach of agreement.

18. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control.

If such delays exceed 1 month, either party may terminate with 14 days’ notice.

19. Severability

Invalid provisions do not affect the remaining terms.

20. Counterparts

The Agreement may be executed in multiple counterparts.

21. Waiver

Failure to enforce any provision does not constitute a waiver.

22. Amendments

We may update these Terms with 14 days’ notice.

23. Notices

Notices will be delivered via email to the Client’s registered address.

24. Disputes

The parties must first attempt negotiation and mediation.

Jurisdiction (Updated to UK)

All legal proceedings shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

25. Arbitration (Optional Clause)

If mutually agreed, arbitration shall follow a UK-based arbitration framework.

26. Governing Law (Updated to UK)

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.