Terms of Service
Date of Last Revision: April 27, 2026
1. Acceptance of Terms
1.1. Intelligent Link EastFulfill Co.,ltd (“EastFulfill”, “we” or “our”) provides its Services (as defined below or in an ancillary agreement) to you (“you” or “your”) which are exclusively governed by these Terms & Conditions (“Agreement”). By accepting this Agreement, by accessing or using the Services, or clicking through on our website, you acknowledge that you have read, understood, have the authority to, and agree to be bound by this Agreement. The terms of your Order shall not modify this Agreement.
1.2. If you are an individual, you certify that you are 18 years of age or older. If you are entering into this Agreement on behalf of your customer, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by this Agreement, you must not accept this Agreement and may not use the Services.
1.3. You acknowledge and agree that we may change or revise this Agreement at our discretion. If any change or revision to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to service@eastfulfill.com. Otherwise, you will be bound by the changed or revised terms. EastFulfill may change or revise this Agreement from time to time by providing ten (10) days prior notice either by emailing the email address associated with your account, by posting a notice on the website at www.eastfulfill.com or by providing notice on the EastFulfill Platform (as defined below) (“Notice”). You can review the most current version of this Agreement at any time here or by logging into your account on the EastFulfill Platform. Your use of the Services ten (10) days after this Notice shall constitute full acceptance of the revised or changed terms.
1.4. You agree and acknowledge that you may be subject to additional terms applicable to certain Services provided by us that may be attached to such Services from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
1.5. In the event that you commit any breach or violation of any terms and conditions under our Terms of Service, we shall be entitled to immediately terminate our Services, suspend your account(s), and/or may take other legal action at our disposal.
2. Registration
2.1. To create an account with EastFulfill , you agree that you will provide accurate information to the best of your knowledge and belief (“Registration Information”) and will promptly update such Registration Information as necessary. Access to and use of the EastFulfill account is restricted to authorized users only.
2.2. You agree not to share your password(s), account information, or account access information with any third party. You are responsible for maintaining the confidentiality of password(s) and account information, and for all activities that occur under your password(s) or account(s) or as a result of your access to the account(s). You agree to notify EastFulfill immediately of any unauthorized use of your account. EastFulfill shall not be liable for any unauthorized use of your account.
2.3. You may invite other users to share your account (“Invited Member”). However, you shall be responsible for the actions and activities of such Invited Member on your EastFulfill account.
3. Description of Service
3.1. The “Services” include, without limitation
(a) the receipt, counting, storage, packaging, and shipment of physical goods sold or shipped by you (the “Goods”) pursuant to the order (“Order”)
(b) use of EastFulfill's proprietary platform and associated technology, in object code format only, which is made available to you and, when technically feasible and implemented, is intended to permit you to, among other things, submit Orders for Goods and fulfill such Orders via EastFulfill's fulfillment centers (the “EastFulfill Platform”)
(c) all data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to you through the foregoing (collectively referred to as the “Content”).
3.2. We may separately enter into a Warehousing, Fulfillment and Service Level Agreement (“Service Level Agreement”) which may modify the terms of the Services. If we do so, the terms of the Service Level Agreement shall take precedence over any conflicting terms of this Agreement. The terms of any Service Level Agreement are incorporated into this Agreement by reference, and such shall prevail over any conflicting terms in this Agreement.
4. Access to and Use of the Services - Your Obligations
4.1. Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to EastFulfill. You shall not:
(i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party;
(ii) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or
(iii) modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks.
You shall comply with any codes of conduct, policies or other notices EastFulfill provides you or publishes in connection with the Services, and you shall promptly notify EastFulfill if you learn of a security breach related to the Services.
4.2. Any software made available to you by EastFulfill in connection with the Services (“Software”), including but not limited to the EastFulfill Platform, contains our proprietary and confidential information protected by applicable intellectual property laws and this Agreement. EastFulfill hereby grants you a non-transferable, non-sublicensable, non-exclusive right and license (“License”) to use the object code of any Software and Content on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any Content or right in any Software. You agree not to access the Services by any means other than through the interface provided by EastFulfill. Any rights not expressly granted herein are reserved, and no license or right to use any trademark of EastFulfill or any third party is granted to you. The License may be terminated immediately at EastFulfill's sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.
4.3. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide, or otherwise transmit or store in connection with or relating to the Services (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that EastFulfill shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to EastFulfill in promoting and advertising the Services.
4.4. You are solely responsible for maintaining the confidentiality of your login, password, Your Content, and account, and for all activities that occur under your login or account. EastFulfill reserves the right to access your account to respond to your technical support requests. By posting Your Content on or through the Services, you hereby grant EastFulfill a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, modify, reproduce, distribute, display, publish, and perform Your Content. EastFulfill has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that EastFulfill may remove or disable any Content (including Your Content) at any time for any reason (including, but not limited to, receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
4.5. You understand that the operation of the Services, including transmission of Your Content, may be unencrypted and involve: (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iii) transmission to EastFulfill's third-party vendors and hosting partners to provide necessary hardware, software, networking, storage, and related technology. You acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. EastFulfill will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction, or loss of Your Content, and you will indemnify and hold EastFulfill harmless for any claims, damages, or liability related to Your Content.
4.6. You represent that you own all Your Content or have obtained all permissions, releases, rights, or licenses required to engage in your posting and other activities (and to allow EastFulfill to perform its obligations) in connection with the Services without obtaining any further releases or consents. Your Content and your other activities in connection with the Services, and EastFulfill's exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing.
4.7. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and telephone service (collectively, “Your Equipment”). You shall ensure that Your Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in EastFulfill's published policies then in effect. You are also responsible for maintaining the security of Your Equipment, your Account, passwords (including administrative and user passwords), and files, and for all uses of your Account or Your Equipment, with or without your knowledge or consent.
4.8. You have no right to access our physical facilities or property. Under no circumstances, during the Term of this Agreement or thereafter, are you permitted to enter EastFulfill's facilities, fulfillment centers, or premises without our prior express written notice. As your Goods may be commingled with Goods of other vendors in EastFulfill's facilities, under no circumstances, during the Term or thereafter, may you access the Goods while stored in EastFulfill's facilities without our prior express written consent. If you are granted access, you will be monitored during the access period, and your access may be terminated at our sole discretion.
4.9. EastFulfill reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on EastFulfill's website and in other communications with existing or potential EastFulfill customers. To decline this right, you must email service@eastfulfill.com stating that you do not wish to be used as a reference.
4.10. EastFulfill may (but has no obligation to) provide technical support services via email in accordance with our standard practice. EastFulfill bears no liability for such technical support services.
4.11. EastFulfill is not the importer of record for Goods stored at EastFulfill, nor shall EastFulfill be held liable for complying with your instructions through the Services. You understand that EastFulfill does not inspect your Goods nor take responsibility for the business decisions you make and implement through the Services. For example, EastFulfill cannot control or ensure that a buyer or seller with whom you do business will remit payment for Goods in accordance with your agreement with them. For clarity, EastFulfill is not the Merchant of Record for any of your Goods. For fragile items, EastFulfill shall not be liable for any damage to the items during picking and packaging, nor for any breakage occurring during transit after such picking and packaging by EastFulfill.
5. Service Fees and Chargeables
Unless otherwise stipulated in your pricing list, all service fees shall be charged in accordance with the official price list. The regular expense settlement standards shall be subject to the price list provided by EastFulfill and confirmed by you, covering without limitation order logistics freight, daily order processing fees, goods warehousing storage fees, as well as all kinds of value-added service fees arising from order fulfillment services, including but not limited to SKU labeling fees, additional labelling charges, kitting and assembly fees, customized packaging material fees and other related service expenses.
6. Your Data Rights
6.1. You retain all right, title, and interest in and to Your Data, other than the limited rights expressly granted in this Section 6. For purposes of this Agreement, “Your Data” means any and all information collected and/or stored by or on behalf of EastFulfill in connection with your use of the Services, excluding data and information relating to the operation and/or performance of the EastFulfill Platform.
6.2. You hereby grant EastFulfill the non-exclusive right and license to:
(i) copy, use, modify, distribute, display, and disclose Your Data solely to the extent necessary to provide the Services to you pursuant to this Agreement;
(ii) copy, modify, and use Your Data in connection with internal operations and functions, including but not limited to operational analytics and reporting, financial reporting and analysis, audit functions, and archival purposes; and
(iii) copy, use, modify, distribute, display, and disclose Your Data on an aggregate and anonymous basis for marketing purposes.
7. Payment Method and Liens
7.1. Pre-Pay Payment Model
You and EastFulfill agree to a pre-pay payment model. You must maintain a sufficient balance in your account within EastFulfill's system. Based on your daily order consumption (including but not limited to order logistics freight, handling fees, warehousing fees, and value-added services such as SKU labeling, kitting, custom packaging material fees, etc.), EastFulfill will deduct the corresponding service fees in real time from your account balance. You shall calculate the estimated amount based on your daily order volume and shipping days, and you shall top up your balance on a weekly or bi-weekly basis, or immediately when the balance becomes low or insufficient. If your balance is insufficient, you must make an additional recharge (for example, by the next day) to ensure timely delivery of your orders and to avoid any delays.
7.2. Updated Fee Settlement Standards
Regular fees, including logistics freight and warehousing fees, may be adjusted from time to time based on market conditions. EastFulfill will notify you in writing (via email, group chat messages, or other written means) of any such adjustment. You agree to be bound by the adjusted fees upon receiving such notice.
7.3. Other Charges
Charges that are not explicitly listed in the quotation (such as remote area fees, private address fees, non-commercial/residential fees, abandoned item fees, overseas return shipping fees, package destruction fees, warehouse detention fees, customs duties, value-added tax (VAT), or customs fines arising from the goods themselves) shall be settled based on the actual invoice. When such charges arise, you must settle them with EastFulfill within one (1) week and shall not delay for any reason. If you fail to settle within the prescribed period, EastFulfill may resort to legal or other lawful means to resolve the matter.
7.4. Dispute Resolution for Fees
For undisputed fees, EastFulfill may settle them immediately upon occurrence. For any fee that you dispute, EastFulfill will promptly provide an explanation. You must complete settlement of the relevant fees within seven (7) days after receiving EastFulfill's explanation. If you fail to confirm the fees within those seven (7) days, you will be deemed to have accepted the fees, and EastFulfill shall have the right to deduct the relevant fees directly from the remaining balance in your account.
7.5. Lien Rights Under PRC Law
You acknowledge and agree that EastFulfill shall have a warehouseman's lien and a security interest in all goods in EastFulfill's possession or control (whether or not a warehouse receipt is issued) to secure payment of all charges, expenses, costs, and service fees due under this Agreement. If EastFulfill is required to enforce such lien or security interest, you shall be responsible for all reasonable costs incurred by EastFulfill in connection with such enforcement, including but not limited to reasonable attorneys' fees. You shall execute any documents necessary for EastFulfill to obtain, perfect, and maintain its lien rights and security interest in the goods.
8. Receiving Shipments - Your Obligations
8.1. You represent and warrant to EastFulfill that:
(i) you are the legal owner and/or have lawful possession or control of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods;
(ii) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Goods tendered to EastFulfill under this Agreement;
(iii) the Goods do not contain any material violating any federal, state, or local law (collectively, “Laws”);
(iv) the Goods are not and do not contain any hazardous or dangerous materials under applicable Laws;
(v) the Goods do not violate our Acceptable Products Policy;
You will strictly meet or exceed any compliance obligations under these provisions. EastFulfill may, in its sole discretion, reject Goods that do not meet the above requirements. If the Goods do not meet the foregoing requirements, you may incur additional fees, and if EastFulfill rejects the Goods, this may result in a delay or non-shipment. You agree that EastFulfill shall not be liable for any loss or damage resulting from such delay or non-shipment.
8.2. You shall provide EastFulfill, in a digital format through the EastFulfill dashboard, with bills of lading for all incoming shipments of Goods prior to their arrival at EastFulfill's facility. All incoming shipments shall be properly labeled and clearly identify the units and quantities of each carton, case, or master case. You represent and warrant that the information set forth on any shipment or delivery document, including without limitation count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by EastFulfill. If any incoming inventory does not follow EastFulfill's receiving instructions, it will be subject to delays. If such shipment cannot be identified by EastFulfill, it may be discarded, and EastFulfill assumes no responsibility for any associated losses. The warehouse receiving order shall be attached to the side of the box, and the product name shall be clearly and conspicuously written on the outside of the box.
8.3. You must make an appointment in advance for any freight shipment (non-parcel).
9. Warehouse Process
9.1. All incoming shipments must be received and inventoried before the Goods shall be shipped.
9.2. Quality Inspection for Incoming Goods
Before each delivery of goods by your supplier to the EastFulfill warehouse, you may, as needed, choose to have EastFulfill arrange quality inspection of the incoming goods. This service can be divided into two types: “random inspection” or “full inspection”. The quality inspection service is mainly responsible for checking the following aspects: (a) Product attribute inspection - checking whether the goods are sensitive items (e.g., powder, liquid or paste), whether the product has a built-in battery or is magnetic, whether it is a famous brand item, and whether the goods delivered belong to a pure battery type; (b) Product quantity count - checking whether the actual quantity received is consistent with the quantity on the supplier's packing list; (c) Condition check - checking whether there is any damage or any defective products.
If you select the “random inspection” service, and any shortage of goods is found during the subsequent monthly, quarterly or annual inventory checks, you shall bear the relevant responsibility on your own and negotiate with your supplier as needed for replacement of goods. EastFulfill shall not be held responsible for any shortage of the quantity of your goods.
If you select the “full inspection” service and pay the corresponding fees to EastFulfill according to the charging standards, EastFulfill is obligated to conduct the full inspection and count the quantity of the incoming goods one by one, as well as check the condition of each item. If there is a subsequent shortage of goods, the responsibility shall be borne by EastFulfill. EastFulfill shall compensate you for the loss of the shortage goods at the purchase price of the products, with a maximum of no more than 100 US dollars per product.
EastFulfill may, at its sole discretion, refuse to store and/or deliver any goods that it deems improperly labeled or packaged, or that contain any hazardous or illegal material.
9.3. If there are any outstanding or pending Orders that need to be fulfilled first, you shall notify EastFulfill of the number of Orders to be sent initially and the expected timeline for processing such Orders.
9.4. Unless otherwise agreed in the Cooperation Agreement, you should allow a minimum of two (2) business days after our actual receipt of your goods for them to be inventoried at EastFulfill's warehouse. Following that initial two-business-day period, we will begin processing and labeling your orders, starting with any outstanding or pending orders.
9.5. EastFulfill will plan to fulfill the number of Orders confirmed for shipment in the EastFulfill Platform each day. Additional time may be required for special kitting, picking, or any alterations to the regular process.
9.6. EastFulfill shall thereafter process, package, and ship all Orders within one business day of actual receipt of the Order from you, provided that proper inventory amounts exist and there are no issues with the Order. This provision shall not apply to Orders that are altered, Orders with low inventory (less than 10 items in stock), held Orders, or bulk Orders.
9.7. You shall provide EastFulfill with an expected date to begin shipping Goods, which shall conform to the terms of this Agreement.
9.8. You shall be solely responsible for the accuracy of any information provided to EastFulfill and/or input onto EastFulfill's website. You agree that EastFulfill shall not be liable for any delay, loss, damage, or costs resulting from any inaccurate information provided by you or any incorrect input by you onto EastFulfill's website.
10. Shippable Addresses
10.1. You are solely responsible for the accuracy and deliverability of Order shipping addresses. EastFulfill may, at its sole discretion, verify Order shipping addresses, but this is not a replacement for your own address diligence and verification. You agree and acknowledge that EastFulfill has no obligation to verify any shipping addresses provided by you.
10.2. If EastFulfill provides an Order shipping estimate based on an address later discovered to be inaccurate or incomplete, you are solely responsible for any applicable address correction fees EastFulfill incurs from the Carrier, any difference in shipping cost, or any other costs or fees due to the incomplete or inaccurate address. Examples include, but are not limited to, incomplete addresses, incorrect addresses, commercial/residential address status, and rural address status. EastFulfill also reserves the right to put the order on hold if addresses are not validated by the EastFulfill system.
11. Delays or Non-Delivery
Unless specifically excepted in the Cooperation Agreement, EastFulfill shall not be liable or responsible for any delays in domestic or international shipments of Goods or Orders, and is, without limitation, not responsible or liable for non-delivery or late delivery of Goods caused by third-parties, including carriers.
12. Fraudulent Orders
IT IS YOUR SOLE RESPONSIBILITY TO PROTECT YOURSELF FROM FRAUD. YOU ARE SOLELY RESPONSIBLE FOR PAYING ALL FEES RELATED TO ORDERS, WHETHER THE ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.
13. Returns
All non-Carrier related returns (international and domestic) must follow the return policy. Custom returns may be rejected and/or subject to additional fees. You shall be solely responsible for any fees assessed by any Carrier as a result of any shipments of Goods that are returned to EastFulfill by the Carrier for any reason.
International shipments that are not delivered are often returned by the Carrier and assessed return shipping, brokerage, and returns processing fees. These fees charged by Carriers are billed to EastFulfill, often without notice. EastFulfill will use reasonable efforts to work with you to circumvent international returns or abandoned inventory at your request; however, EastFulfill reserves the right to charge you fees up to the value of the original shipping cost, including all costs and expenses of returns. If a tariff is not available, EastFulfill will either put orders on hold until tariff information is available or override the order with no liability to EastFulfill.
14. International Customs, Duties, and Taxes (CDT)
Customs, Duties, and Taxes (“CDT”) on any international shipment charged by the Carrier are your sole responsibility and will be charged back to you regardless of whether they were included in the initial shipping estimate or whether the order was delivered.
15. Required Removals
EastFulfill may, at its sole discretion, require you to remove unsuitable or unsellable Goods from its distribution centers. EastFulfill will notify you if it has any inventory that requires removal. Pick fees may also be assessed for labor incurred to remove inventory. If you do not remove the inventory within thirty (30) days of receiving a required removal notice, EastFulfill may dispose of the inventory listed in the notice. You shall not be entitled to any damages or reimbursement for the value of Goods disposed of by EastFulfill if you fail to promptly remove such Goods upon EastFulfill's written request.
16. Abandoned Account
16.1 Overdue Service Fees
If your Service Fees or any other amounts owed to EastFulfill remain unpaid for a period of thirty (30) calendar days or more, EastFulfill shall send you a written notice of default. You must settle all outstanding charges within seven (7) calendar days after receiving such notice.
16.2 Failure to Pay for Sixty (60) Days or More
If you fail to pay the overdue storage fees or any other accrued charges for a period of sixty (60) calendar days or more (after the notice period described in Section 16.1), EastFulfill shall have the right, at its sole discretion, to pursue any legal remedies available, and/or to destroy, sell, or otherwise dispose of any remaining Goods stored at EastFulfill's warehouse, including by way of low-price sale or liquidation. EastFulfill shall not be liable for any economic loss or legal liability arising from such disposal.
16.3 Application of Disposal Proceeds
Any proceeds obtained from the sale or disposal of your Goods shall be applied first to offset your outstanding storage fees and other unpaid charges owed to EastFulfill. If the proceeds are insufficient to cover the full amount of your debt, you shall remain liable for the remaining balance, and EastFulfill may continue to pursue collection of such amount in accordance with applicable laws.
16.4 No Further Rights
Upon the occurrence of the events set forth in Section 16.2, your Account shall be classified as an “Abandoned Account.” You shall have no further rights to the Goods, and EastFulfill's disposal of the Goods under this Section shall be free and clear of any claims or liabilities from you.
17. Force Majeure
EastFulfill shall not be liable for any failure or delay in performance hereunder due, in whole or in part, to: fire, explosion, earthquake, storm, flood, drought or other adverse weather; accident, casualty, breakdown of machinery or facilities; strike, lockout, labor difficulties (whether or not demands are reasonable or within EastFulfill's power to grant); war, civil disturbance, acts of terrorism, insurrection, riot; act of God or public enemy; law, act, order, proclamation, decree, regulation, instruction, or request of government or other public authorities; judgment or decree of a court of competent jurisdiction; delay or failure of carriers, shippers, or contractors; labor shortage or inability to obtain transportation, equipment, operating materials, plant equipment, or materials required for performance; curtailment or suspension of operations to remedy or avoid an actual or alleged violation of Federal, State, or local law; or any other contingency or cause beyond the reasonable control of EastFulfill, whether or not of the kind herein specified and whether presently occurring or occurring in the future. EastFulfill shall give notice of any force majeure event as soon as reasonably practicable by sending notice to your administrative email account.
18. Termination
You have the right to terminate this Agreement at any time, provided you do not have a balance due and owing (other than amounts subject to a good faith dispute), by sending a termination request to service@eastfulfill.com. Subject to earlier termination as provided below, EastFulfill may terminate this Agreement (or our shipment of Goods or Services hereunder) at its discretion and without cause at any time by providing thirty (30) days' prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, EastFulfill may also terminate this Agreement upon thirty (30) days' notice (or ten (10) days in the case of nonpayment) if you breach any terms or conditions of this Agreement. Termination of this Agreement shall constitute termination of any Service Level Agreement or Volume Agreement. EastFulfill reserves the right to immediately modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) if you are in breach of this Agreement. All of Your Content (if any) may be permanently deleted by EastFulfill upon any termination of your account in EastFulfill's sole discretion.
19. Disclaimer of Warranties
19.1. The Services may be temporarily unavailable for scheduled or unscheduled emergency maintenance, either by EastFulfill or by third-party providers, or because of other causes beyond our reasonable control. EastFulfill shall use reasonable efforts to provide advance notice in writing or by email of any Service disruption. EastFulfill shall not be liable for any such unavailability or disruption.
19.2. THE SERVICES, INCLUDING THE EastFulfill PLATFORM AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. EastFulfill EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS OR ANY ANCILLARY AGREEMENT, EastFulfill DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DOES EastFulfill MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. NO INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
19.3. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, EastFulfill'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
19.4. EastFulfill does not represent, warrant, or guarantee that any of its facilities will maintain any specific temperature ranges or humidity levels.
20. Limitation of Liability
20.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, BY STATUTE, OR OTHERWISE) SHALL EastFulfill BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. FOR AVOIDANCE OF DOUBT, EastFulfill IS NOT LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OR LIABILITIES IN EXCESS OF THE GOODS DAMAGE CAP OR THE AGGREGATE LIABILITY CAP SET FORTH BELOW, WHICHEVER IS THE LESSER AMOUNT. EastFulfill WILL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR, ANY PRODUCT DAMAGE, LOSS, OR DETERIORATION CAUSED BY FLUCTUATIONS IN TEMPERATURE OR HUMIDITY LEVELS.
20.2 Insurance, Damage, and Loss of Goods
- Insurance is available at your sole cost and expense. Notwithstanding your purchase of insurance coverage, in the event of loss, damage, or destruction of Goods (“Goods Loss”) for which EastFulfill is or may be legally liable, you agree that EastFulfill's liability shall not exceed the Goods Damage Cap set forth below. For insurance to apply to your claim, you must purchase the insurance prior to the Goods Loss. EastFulfill does not represent, warrant, or guarantee that insurance will cover all or a portion of your Goods Loss. EastFulfill shall not be responsible or liable if insurance coverage is not afforded for the Goods Loss or if coverage is denied.
- EastFulfill's maximum liability for Goods Loss in EastFulfill warehousing facilities is the product's purchase price, provided that you provide proof of purchase (the maximum is no more than 100 USD per piece). For greater coverage, you must add insurance in your account settings for the Goods you wish covered, in which case an increased charge will be made based upon such increased coverage. No such coverage shall be valid unless paid for before loss, damage, or destruction to all or any portion of the Goods has occurred.
20.3 Exclusive Remedy
THE GOODS DAMAGE CAP SET FORTH IN THIS SECTION 20 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AGAINST EastFulfill FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR DESTRUCTION OF GOODS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING GOODS SHORTAGE OR ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION OR THEFT CLAIMS).
20.4 Unless otherwise agreed in a separate written agreement between you and EastFulfill, in any event, EastFulfill's maximum aggregate liability to you, notwithstanding the nature or grounds for all claims, including breach of this Agreement by EastFulfill, shall not exceed $2,000 for any claims not covered by the Goods Damage Cap. The provisions of this Section allocate the risks under this Agreement, and the parties relied on these limitations in determining whether to enter into this Agreement.
21. Indemnification
You shall defend, indemnify, and hold harmless EastFulfill from and against any claims, actions, or demands, liabilities (including court costs and attorney's fees), tax obligations, fines, and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from:
(a) your breach of this Agreement;
(b) any of Your Content;
(c) your negligence, fault, omissions, or willful misconduct;
(d) your fraud or misrepresentation in connection with the Services or your access, contribution to, or use of the Services; or
(e) your misuse of the Services (collectively, “Claims”).
EastFulfill shall provide notice to you of any Claim. EastFulfill reserves the right to assume the exclusive defense and control of any third-party Claims subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting EastFulfill's defense of such Claim. This indemnity includes, without limitation, all Claims in tort, contract, by statute, or otherwise, including Claims for personal injury (including death) and actual or tangible property damage.
22. Government Matters and Compliance with Laws
22.1. You shall comply with all applicable laws and regulations of the People's Republic of China (“PRC Laws”), including but not limited to laws and regulations relating to the import, export, customs clearance, and storage of Goods, as well as trade controls and sanctions. EastFulfill's warehousing and fulfillment services provided in China shall be subject to the relevant PRC Laws.
22.2. You represent and warrant that the Goods you deliver to EastFulfill for storage and shipment do not fall under the categories of goods whose import or export is prohibited or restricted by PRC Laws, unless you have obtained all necessary licenses, permits, or approvals from competent authorities (including but not limited to the Ministry of Commerce and the General Administration of Customs) prior to delivering such Goods to EastFulfill. Import or export of Goods that infringe upon the legitimate rights and interests of third parties shall also be strictly prohibited.
22.3. You represent and warrant that none of the Goods you deliver to EastFulfill constitutes “dual-use items” under the Export Control Law of the People's Republic of China and the Regulations on the Export Control of Dual-Use Items of the People's Republic of China. If any Goods are or contain dual-use items, you shall be solely responsible for (i) obtaining all necessary export licenses, permits, or approvals from the competent authorities prior to export, and (ii) complying with all applicable record-keeping and reporting obligations. Upon EastFulfill's reasonable request, you shall provide EastFulfill with evidence of such licenses, permits, or approvals.
22.4. You shall be solely responsible for the accuracy, completeness, and truthfulness of all information submitted to Chinese customs and other governmental authorities in connection with the import, export, customs clearance, or storage of the Goods. EastFulfill assumes no liability for any penalties, fines, delays, losses, or damages arising from any inaccurate, incomplete, or false information provided by you, including but not limited to penalties imposed under the Customs Law of the People's Republic of China and the Regulations on the Implementation of Customs Administrative Penalties.
22.5. If PRC Laws or regulations require EastFulfill to take any action with respect to the Goods (including but not limited to inspection, quarantine, seizure, confiscation, or destruction), EastFulfill shall be entitled to take such action without prior notice to you. EastFulfill shall not be liable for any loss or damage resulting from such actions taken in compliance with PRC Laws.
22.6. If EastFulfill reasonably believes that the Goods may violate any PRC Laws, EastFulfill shall have the right, in its sole discretion, to suspend performance of any Services with respect to such Goods, refuse receipt of such Goods, or require you to immediately remove such Goods from EastFulfill's facilities. You shall bear all costs and expenses incurred by EastFulfill in connection with such suspension, refusal, or removal.
22.7. You shall indemnify and hold harmless EastFulfill from and against any and all claims, losses, liabilities, penalties, fines, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your violation of any PRC Laws in connection with this Agreement, including but not limited to your breach of any representations or warranties set forth in this Section 22.
23. Assignment
You may not assign this Agreement without the prior written consent of EastFulfill, but EastFulfill may assign or transfer this Agreement, in whole or in part, without restriction.
24. Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications, representations, and other understandings relating to its subject matter. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Except as specifically set forth in this Agreement (or a Volume Agreement or Service Level Agreement), the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement. The failure of EastFulfill to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and EastFulfill, even though it is electronic and not physically signed by both parties, and it governs your use of the Services. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you have no authority to bind EastFulfill in any respect. In any action or proceeding to enforce rights under this Agreement, the substantially prevailing party will be entitled to recover its costs, expenses, and attorneys' fees. All notices under this Agreement will be in writing and deemed duly given when received (if personally delivered); when receipt is electronically confirmed (if transmitted by facsimile or email); the day after sending (if sent for next-day delivery by recognized overnight delivery service); or upon receipt (if sent by certified or registered mail, return receipt requested).
25. Governing Law and Dispute Resolution
25.1. This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
25.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through friendly negotiations between the parties. If the dispute cannot be resolved within thirty (30) days after one party delivers a written notice of dispute to the other party, either party may submit the dispute to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its arbitration rules then in effect. The place of arbitration shall be Shenzhen. The arbitration proceedings shall be conducted in Chinese. The arbitral award shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
25.3. Notwithstanding the foregoing, either party may seek interim or provisional relief, including injunctive relief, from a court of competent jurisdiction in China to protect its rights or property pending the resolution of arbitration proceedings.
26. B2B Orders
For orders being shipped to a business (“B2B Order”), EastFulfill allows the customer to choose between two shipping methods: (1) Using EastFulfill's air or ocean freight services; (2) Customer-arranged freight shipments.
When submitting a B2B order through EastFulfill, the following conditions apply:
1) Self-Check of Packing Status by You
For B2B orders (under either shipping method), you shall log into the EastFulfill customer center to check the packing status of the orders. EastFulfill will not send separate packing completion notifications.
2) Customer responsibilities
- For orders using EastFulfill's air/ocean freight services: EastFulfill will charge applicable warehouse handling and related fees (as separately agreed or as set out in EastFulfill's standard fee schedule).
- For customer-arranged freight orders: After the packing notification, you have 2 calendar days to have your freight provider pick up the order.
3) Late pickup fee for customer-arranged freight
If your freight provider fails to pick up a customer-arranged freight order by the scheduled pickup date, a storage fee will be charged from the third calendar day (including the third day) after the scheduled pickup date. The storage fee is USD 0.45 per cubic meter per day.
4) Cancellation after picking has started
If you cancel a B2B order after EastFulfill has started picking your B2B order, you will incur the above cancellation fee (equal to EastFulfill's total preparation cost) in addition to any originally applicable fees for preparing the B2B order.
5) Right to charge for EastFulfill's freight services
EastFulfill reserves the right to charge for orders using EastFulfill's air/ocean freight services once the order has been packed.