SUPPLYING PARTNER TERMS & CONDITIONS (Suppliers Agreement)

(also as Suppliers Agreement)

BETA version

AtMall’s ("AtMall.com", "AtMall BV",  "we", "us", "Party") website(s) (our "Site" or "Sites") and related services are made available to you (“Partner”, “SUPPLYING PARTNER”, “Supplier”, “Vendor”, also “Client”, Party") in accordance with the following SUPPLYING PARTNER TERMS & CONDITIONS (in short, SP TERMS & CONDITIONS), and any other rules posted on our Sites. 

AtMall is a trading name of AtMall BV, a company registered in the Netherlands under registration number 68354134. Our office is registered at the address: Stationsplein 45, Rotterdam, the Netherlands, Our VAT number is NL857407272B01.

Please read these SP TERMS & CONDITIONS carefully and make sure that you understand them before using the Services. Please note that by using the Services, you agree to be bound by these SP TERMS & CONDITIONS. If you do not accept these SP TERMS & CONDITIONS, you will not be able to use the Services and you should leave the Website immediately. If you continue to use the Website or if you order the SERVICE PRODUCT (the service items AtMall delivers to Suppliers/Vendors), we will take this as your acceptance of these SP TERMS & CONDITIONS.

We may modify the SP TERMS & CONDITIONS from time to time. Please read the SP TERMS & CONDITIONS and check back often. If you do not agree to any change to the SP TERMS & CONDITIONS then you must immediately stop using the Site. If you continue to use the Website or if you order SERVICE PRODUCT, we will take this as your acceptance of these SP TERMS & CONDITIONS.

Any changes made after you have placed an SERVICE PRODUCT order will not affect that order unless we are required to make the change by law.

          • Defination of AtMall
          • Registration and login
          • Our relationship
          • Service
          • Third party service
          • Intellectual property rights
          • Content
          • Pricing Policy and Quotation
          • Acceptance of your order
          • Service Product Payment
          • Acceptance of CUSTOMER orders
          • Vendor Selection & Distribution hierarchy
          • Cross-border Payment & Payouts
          • Logistics
          • Cancel & Return
          • Limits on our liability
          • Termination
          • Compensation
          • No waiver
          • Complaints and governing law

 

  • Defination of AtMall

AtMall.com is an online marketing and virtual wholesale (B2B2C) platform facilitating products and brands as a package, from Europ to the world with a focus in China.

AtMall:

  • Provides technology agile Service of online branding and media strategy via contents marketing, media marketing, and affiliate KOL marketing to target group;
  • Carries out sales strategy and virtual distribution by authorizing distribution right and integrating/synchronizing product catalog datas to various online e-sellers through the Site, on behalf of the SUPPLYING PARTNERs.
  • Operates and liaison series of turnkey Service as: cross-border payment management,  import/export documentation, logistics, clearance, and all associated over supply chain;

All of above activities accur through the Site by holding a mission to facilitate trade from Europe to the rest of the world with a focus to China. Suppliers should declare the market as China ONLY or ALSO other TERRITORY, in the SERVICE PRODUCT page.

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  • Registration and Login

To use the whole services or features made available to you on AtMall vendor portal or within the whole eco-system, you will need to register. When you register you are required to provide information about yourself and your business that is true, accurate, current, and complete in all respects. Should any of your registration information change, please notify us immediately by login and edit, or via the following e-mail address info@atmall.com.

The account password you provide should be unique and kept secure, and you must notify AtMall immediately of any breach of security or unauthorized use of your account.

SUPPLYING PARTNERs are authorised with restricted administration access to AtMall’s platform backend office, thus a mutual understanding of partnership is the turn key for the service properly delivered from AtMall to the clients yet Suppying Partner.

After registration and login against verification, SUPPLYING PARTNER are invited to choose service items with checkout options, and to manage products and regarded information in the vendor portal; SUPPLYING PARTNER can also authorize AtMall to manage the activity against agreement and cost.

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  • Our Relation

AtMall has established amongst other a web based platform to promote, sell and solicit orders for the products of SUPPLYING PARTNER.

SUPPLYING PARTNER is in the business of MANUFACTURING and/or SUPPLYING products.

THEREFORE, AtMall act as interim Marketing and/or Sales department for Brands/Products in TERRITORY especially Chinese market. This relationship can include Marketing or exclude, and this relationship can be exclusive or non-exclusive, depending on the agreement items on the SERVICE PRODUCT page to be chosen. Cost on different range differs.

In summary, the SUPPLYING PARTNER acknowledges and agrees that:

AtMall shall act as agent and is authorized by SUPPLYING PARTNER in a liaison managing capacity in connection with the sale of SUPPLYING PARTNER’s products in the TERRITORY and conclude the contract on its behalf; AtMall is also in a liaison managing capacity in connection with such other business matters so as complaints from CUSTOMERS (Resellers in TERRITORY) from time to time.

When the moment the orders placed on the Site and confirmation from SUPPLYING PARTNER responded to the site, the Sales contract is concluded via AtMall.com. Thus AtMall concludes the contract on behalf of both CUSTOMER and SUPPLING PARTNER.

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  • Services

AtMall provide such services to SUPPLYING PARTNER that SUPPLYING PARTNER may reasonably and explicitly request from AtMall and as and when AtMall has the capability to perform. Such services may include, but are not limited to analytical, marketing, media, finance, business development, consultancy, legal, logistics, customer, procurement/payment/funding, IT services, and miscellaneous services, and can be listed  listed in ANNEX 1 to this Partnership and may be amended from time to time (the "Services").

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  • Third party service

AtMall works together with other Partners to serve the SUPPLYING PARTNERS for a best practice. We create a large space to devote our work together with European local medias for what you have advertised or market on in order to expand the cross-continents influence from contents. We also work with large range of medias, wemedias, KOLs (Key Opinion Leader) and social media platforms in buying market in order to reach a best buying decision in depth. AtMall also works together with selected service agencies for contents recreation.

By choosing the service of regarded Contents Marketing, Media Marketing and Affiliate marketing, or other related branding and sale service, you agree to assist AtMall and authorize AtMall the right to build contents throughout media publications against service cost; and you agree to recreate your contents and distribute regarded contents in the buying market following our strategy based on our knowledge, experience, and discretion.

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  • Intellectual Property Rights

The intellectual property includes copyright, designs, trademarks and all other intellectual property and material rights relating to the Content (as described in the Content section below), including AtMall Software and all HTML and other code contained in this Site. All such Content including SUPPLYING PARNTER’S trademarks, designs, and related intellectual property rights mentioned or displayed on this Site are protected by national intellectual property and other laws and international treaty provisions.

AtMall performs as the marketing and sales department for brands and products in Chinese market at  most cases. Concequently AtMall permits the CUSTOMERs to use the Content and/or catalog datas on behalf of the SUPPLYING PARTNERS, only as express authorization by AtMall and/or its third party licensors with (digital) signed agreement for distribution, or as announced or indicated that the contents are for republication. The CUSTOMERs or other MARKETING MEDIA PARTNERs (MM PARTNER) are allowed to reproduce, copy and/or exploit the Website for affiliate commercial purposes with our prior written consent on the Site.  

Exaggeration or untrue quote are prohibited via AtMall. AtMall are trying a best efforts for preventing contents faulse which is included in the CUSTOMER TERMS & CONDITIONS. Once it was found, AtMall shall immediately make reaction. However AtMall cannot be held responsibility for any faulse contents reproduced for commercial or non-commercial purpose.

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  • Content

In addition to the Intellectual Property rights mentioned above, "Content" is defined as any graphics, photographs, including all image rights, sounds, music, video, audio or text on this Site on behalf of SUPPLYING PARTNER and recreation from AtMall.

AtMall physically interviews and presents your brands and products in your office, showroom or factory. Photos and interview videos represent concept or marketing strategy directly releases from you instead of AtMall’s opinion. AtMall studies and provides service to brands on the authenticity and brand essence. AtMall devote to provide the best service together with selected MM Partners but AtMall does not commit to checking all content and will not be liable for third party quotes, comments nor posts, thus AtMall can not guarantee mistake free on publication on our Site, nor any third party sites where reflect contents from our Site; so that AtMall can also not be held responsibilities for contents mistakes in any of these Sites. SUPPLYING PARTNERs are entitled for quality controling and correction/editing on contents and datas within your account or products range you sell on our Site, and you might be able to track the shared contents through our added value service so as backlinks.

If you have a complaint about any contents including CUSTOMER or third party site comments and/or posts, please email to info@atmall.com. We will devote to liaison on behalf of you. This site is available to the public, information you consider confidential should not be posted or deligated to publish to this site.

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  • Pricing Policy and Quotation

Prices shown on the Site for CUSTOMERS are in EURO, USD and CNY/RMB, and it’s deployed with different pricing for wholesalers and dropshipper (more of retailers); SUPPLYING PARTNERS only need to provide a “Vendor Cost”, which is the price providing AtMall, and optional a “suggested retail price from manufacturer”.

Bargain behaviour from CUSTOMER for a bulk purchasing might accur thus a quote might be sent before any order can be placed.

Prices for Service Product shown on the Vendor Portal for SUPPLYING PARTNERS are in EURO only.

All prices and offers remain valid as advertised from time to time. From time to time, prices are subject to change. The price applicable to your order will be the price current at the time your order is accepted. Quotation is accepted. You can simply submit the quotation request from the shopping cart.

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  • Acceptance of Your Order

When you place an order for Service Product, you will receive an email confirming receipt of your order. This email is only an acknowledgement for information purposes and it does not constitute acceptance of your order by AtMall. The contract between you and AtMall in relation to the Service will not be formed until we have verified, checked and determined to accepts your contents and products. If your order is accepted, we will send you a confirmation email, which concludes the contract between you and AtMall with a final Service package solution. The confirmation email will include a description of the Service order described or changed, and certain other information about your rights to cancel or change the contract between you and us. Futher order of Service can be customized anc concluded in further contracts. Cost difference will be balanced and settled if any change accured.

Unless you cancel your order, acceptance of your order and completion of the contract between you and AtMall will be completed when we email you an invoice to confirm the work and sale will start. The sale contract is therefore concluded in Rotterdam, the Netherlands and the language of the contract is English. None of our CUSTOMERS, MM Partners, or our third party payment processor nor our nominated courier has the authority to accept an order on behalf of AtMall.

We reserve the right not to, or temporarily not to accept your order or part of your order in the event, for example, that we are unable to obtain authorization for payment, your company identification is not legalised, or your products do not satisfy our quality control standards, or that you do not meet the eligibility criteria set out within the SP TERMS & CONDITIONS, or we do not have enough resources to match your requirement for the time being.

Alternatively, we may pend your Service order request with extra documents or certificates requirement, or a new order proposal.

We may also refuse or temporarily refuse to process and therefore accept a transaction for any reason or refuse service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of our withdrawing any Service from the Site or the eco-system.

If you have already paid for the Service with an refusion or temporary refusion on unknown reproposal, we shall refund the full amount as soon as we are able.

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  • Service Product Payment

We accept European local payment, PayPal, Visa, MasterCard, and JCB cards, and any other methods that may be clearly advertised on the Site from time to time. When selecting options of PayPal option at checkout, you will be directed to the PayPal site to 'Log In' and review the amount shown before clicking 'Pay Now'. Once this transaction is complete, you will then return to AtMall.com.

Payment will be debited and cleared from your account upon placing your order by AtMall. You confirm that the credit/debit card that is being used is yours or that you have been specifically authorised by the owner of the credit/debit card to use it. All credit/debit card holders are subject to validation checks and authorization by the card issuer. If the issuer of your payment card refuses to authorize payment to AtMall, we will not be liable for any delay or non-delivery or the Service.

We take reasonable care to make our Site secure. All credit/debit card transactions on this site are processed using OmniKassa, a secure online payment gateway that encrypts your card details in a secure host environment. If you are a registered AtMall user, we will securely store your credit/debit card details on our systems. These details will be fully encrypted and only used to process card transactions that you have initiated.

To help ensure that your shopping experience is safe, simple, and secure, AtMall uses Secure Socket Layer (SSL) technology.

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  • Acceptance of CUSTOMER Order

When the Site receives an order, the system will determine on final Vendor (SUPPLYING PARTNER in action) or Vendors first if the Vendor is not unique for one EAN.

When the Vendor decided and chosen by the system based on creterias such as costs, routes, quantity available and supply stability etc, the notification will be sent to this certain vendor. When this vendor send back confirmation according to the order details on required EAN and quantity, as well as possible quote, the sales contract between the CUSTOMER and the VENDOR is concluded via AtMall.

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  • Vendor Selection & Distribution Hierarchy

During the process of selecting an Vendor, the system will deploy in the mentioned logics in the algorithm. AtMall always honors the brand a priority to dispatch the order, however, AtMall encourages a flexibitily to include brand’s official dealers (throughout Europe) to dispatch the order due to the reasons such as: inventory limitation, logistics cost and efficiency due to route and consolidation, and other possible associated reasons and facts.

Concequently, Brands as SUPPLYING PARTNER shall agree that the official dealers perform as stakeholders in AtMall’s shared virtual inventory.  However, Brand can also choose to remark on a exclusive supply on the Service Product page; in this circumstances, this Brand shall bear the responsibilities and concequences on AtMall platform. There might be extra terms and cost accuring. 

AtMall believes in shared commerce philosophy and stakeholder sense for a brand’s development; thus we believe the distribution hierarchy will be more and more submerged while the efficiency will be clearer.

We also believe that via such new commerc platform, Brands/manufacturers can have a better view and analysis on the whole product flow in order to make a better manufacturing decision and stragety.

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  • Cross-border Payment & Payouts

 

AtMall.com takes usage of AliPay and WeChat Pay, as well as PayPal and creditcards as cross-border online payment methods.

The cross-border online payment charges a certain percentage and we subject only 1% to the SUPPLYING PARTNER during the payout process. You will be notified on the amount of online payment.

The offline bank wire will be required on bulk purchase orders.

We can pay out per day, per week, or per month. There will subject to different fees towards different payout schedule.

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  • Logistics

Logistics service includes a complete process by working together with logistic netowrks from Europe to China:

  1. Transporation on pickup from point to point after the system determines on the Vendor and its Vendor warehouse;
  2. Shipping lable preparation and sent through the system to the assigned consolidation center when the order is ready to ship;
  3. Consolidation and documents;
  4. International shipping.
  5. Custom clearance;
  6. Returning handling.
  7. The whole process is trackable together with our Logistics Partners.

 

AtMall is carrying out the service and operations on behalf of the Logistic Partner to the SUPPLYING PARTNER.

 

Contract between SUPPLYING PARTNER and Logistics Partner will be concluded at the moment the printing labels generated or printed.

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  • Cancel & Return

ICACRs

Only if the CUSTOMER is based in the EU under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (ICACRs), he/she has the right to cancel the order with written notice.

NOT ICACRs

If the delivery address is a non-EU address and if an item ordered is not as described, is flawed or of a lower quality, CUSTOMERS can return it to us and we will liaise with SUPPLYING PARTNER on CUSTOMER’s behalf. Once the item is received by the relevant Partner/Vendor, or us on behalf of the Partner, CUSTOMER will receive a full refund of the defective product, or alternatively a discount, replacement or repair for the item where possible, agreed on a case by case against our description.

BULK PURCHASE AND FOODS

Bulk purchases in pallets or containers, as well as foods are not applicable with above policy. Separate procedure must be activated for any disputes. However, SUPPLYING PARTNER shall hold 1 year factory warranty as a basic criteria.

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  • Limits on our liability

Nothing in this Partnership is intended to affect your rights under the law.

We accept liability for death and personal injury arising from our negligence or that of our employees and agents. We do not seek to exclude our liability for fraudulent misrepresentation by us or our employees or agents.

If AtMall fail to comply with the SP TERMS & CONDITIONS, we are responsible for loss or damage you suffer as a foreseeable result of us breaching the SP TERMS & CONDITIONS. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time the contract is made, both you and AtMall knew it might happen, for example, if you discussed it with us during the sales process. We will only be liable for loss or damage up to 150% of the total value of goods purchased.

As explained above, the contract for the purchase of the products is between you and the CUSTOMER. We are acting as agent and are authorised by you to conclude the contract on your behalf but we are not a party to that contract and the CUSTOMER are not purchasing the products directly from us, unless we are entitled to provide added value service to you with a transferred ownership.

We devote to deliver a best practice for your Marketing and Sales activity in especially Chinese market on our platform. However we are not responsible for losses not caused by our breach or negligence, indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us (for example, loss of profits or loss of opportunity).

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  • Termination of the Partnership

 

This Partnership may be terminated without prejudice if any of the following circumstances arise:

 

One of the party decides to terminate the Partnership.

 

Either Party commits a serious or grave breach of this Partnership reement or persistent breaches of this SP TERMS & CONDITIONS including, but not limited to, non-performance, default or neglect of that party's duties under this SP TERMS & CONDITIONS and such breach remains unremedied for 30 days after notice of such breach has been given by the non-defaulting party.

 

Either Party is unable to pay or has no reasonable prospects of paying their debts the amounts or aggregate amounts of which equals or exceeds the bankruptcy level or enters into a compromise for the benefit of their creditors or being a company becomes subject to an administration order or goes into liquidation or has a receiver of any of their property or assets appointed or ceases or threatens to cease to carry on business.

 

Where either Party commits any acts of dishonesty, fraud or theft.

 

Such termination will take place with immediate effect on written notice to the other party and without prejudice to any remedy either party may have against the other for any breach committed prior to the date of such termination or which gave rise to the termination.

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  • Compensation

At our request, you agree to compensate us fully, defend us, and hold us AtMall harmless immediately on demand, its officers, directors, agents, affiliates, licensors, and suppliers, from and against all liabilities, claims, expenses, damages and losses, including legal fees, arising from any breach of the TERMS & CONDITIONS by you, including the use by any other persons accessing this Site using your Internet account caused by your action or inaction.

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  • No Waiver

If you breach the TERMS & CONDITIONS and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach the TERMS & CONDITIONS.

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  • Complaints and Governing Law

If you have a complaint about us email info@atmall.com giving full details including date of purchase and order reference number where applicable and your full name and address and contact details.

The TERMS & CONDITIONS together with all our policies and procedures will be governed by and construed in accordance to the Dutch law and the courts in The Hague the Netherlands will have exclusive jurisdiction.

If any Section of this TERMS & CONDITIONS, (or any term, provision, or clause thereof) is found or held to be invalid or unenforceable in any jurisdiction in which this Partnership is being performed, the remainder of this TERMS & CONDITIONS shall be valid and enforceable; the CUSTOMER and AtMall shall negotiate in good faith, a substitute, valid and enforceable provision which most nearly effects the mutual intent in entering into this TERMS & CONDITIONS yet agreement.

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For assistance with further questions to AtMall, email info@atmall.com or call 0681354779 from the Netherlands, +31681354779 internationally, from 9am-5pm GMT, Monday to Friday.