The Terms and Conditions shall govern Customer’s purchase of “ouyao Subscription” whether the Customer appoints EGS3 as agent, defined below as the Agreement, in order to sell on behalf of the Customer food and beverage product through the website www.ouyao.eu.
EGS3 reserves the right to change the Terms and Conditions at any time. Any changes to these terms and conditions will be effective for all new orders placed after the change is published on EGS3 website.
- “EGS3” shall mean the Belgian corporation EGS3 located Rue de l’Aéroport 50 4460 GRACE-HOLLOGNE and registered at the B.C.E. under the number 0675775640;
- “Customer” shall mean the entity purchasing a “ouyao Subscription” providing an access to the “ouyao” e-commerce platform in order to sell food and beverage products to Chinese Dealers;
- “Dealers” shall mean Chinese buyers;
- “ouyao Subscription” shall mean the Customer subscribed plan purchased by the Customer as described in the Agreement and its Annex available on www.ouyao.eu/agreement ;
- “Agreement”, in respect of any Customer’s order, shall mean the agreement arising from the acceptance of the order for the agency services of EGS3 to make the Products available for ordering on “ouyao” e-commerce platform and available on www.ouyao.eu ;
- “Purchase Order” shall mean the Customer’s order signed and approved by EGS3;
- “Products” shall mean the food and beverage products that the Customer plans to export in the Chinese market through the “ouyao” e-commerce platform;
- “Services” shall mean the additional operation provided in the ordinary course of the business performed by EGS3 when delivering its agency services through its ouyao platform in order to fulfill its obligations.
2. THE OUYAO E-COMMERCE PLATFORM
ouyao is a web-based e-commerce platform providing agency services to enable Customers to export and sell its Products to Dealers.
In addition to its agency services, EGS3 provides also, through the ouyao e-commerce platform, Services to Customers as described in the Agreement and its Annex.
3. THE SUBSCRIPTION
The Customer shall fill and sign a Purchase order describing the desired Subscribed plan.
By signing this Purchase order, the Customer acknowledges that it has received, read, understand and agreed with the Terms and Conditions as well as the Agreement which is available on the website www.ouyao.eu/agreement.
The Customer is definitely committed by its subscription by completing and signing the Purchase order and after payment of the Subscription fees as per described in article 5.
The Customer shall pay the Subscription fees within 15 days after signing the Purchase order.
The ouyao e-commerce platform shall not be accessible without prior payment of the Subscription fees within the aforementioned time limit.
If payment is not made in full by the due date then interest shall accrue on the unpaid amount from the due date until payment is made at the interest agreed between the parties or at the rate of 8 % as laid down in the Belgian Act on combating late payment in commercial transactions.
In addition, an indemnity equal to 10% of the amount of the unpaid amount (VAT included) is automatically due by the Customer to EGS3, with a minimum of 250 € as penalty. The Customer will in any case have to reimburse to EGS3 all the recovery costs, including legal costs, if any.
In case of late payment, EGS3 may, after having notified the Customer in writing, suspend its performance of its obligations until EGS3 receives payment or terminate the Agreement as set forth in the Agreement.
The Subscription fees are without prejudice to the commissions due to EGS3 as laid down in the Agreement.
5. THE ACTIVATION OF THE SUBSCRIPTION
The Customer shall receive by email a user name and a personal password enabling an access to the ouyao e-commerce platform and its personal account “Producer account”.
The following process is required to activate the “Producer account”:
The Customer is required to log on by typing the password and its user name on the “Producer account” interface;
The Customer shall provide the personal information required to complete its profile;
After the activation of its account, the Customer shall be able to make its Products available to the Dealers.
The Principal warrants that: (a) it owns or has valid and enforceable authorization to produce and manufacture the Products within the Agreement; (b) it owns or has valid and enforceable authorization to export the Products within this Agreement to the Territory; (c) it has full power to enter into this Agreement, to carry out its obligations under this Agreement (c) its commitment in the present Agreement does not misappropriate or infringe any third party rights; (d) the Products are free from defects and lack of conformity in material and workmanship; (e) Products comply with all applicable laws and regulations in the EU and the Territory.
The Principal warrants that It shall indemnify, hold harmless and, upon Agent’s request, defend the Agent and its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims, liabilities, actions, demands, settlements, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, in connection with, in whole or in part : (a) any negligent act or omission by or any willful misconduct on the part of the Principal in the performance of this Agreement; (b) Principal’s or Principal personnel’s failure to comply with any applicable law; (c) any bodily injury, personal injury, death or property damage caused by the Products.
7. LIMITED LIABILITY
In terms of the operation and continuity of the service to be provided by EGS3, it is agreed that EGS3 undertakes to make its best efforts to provide services to the Customer, by achieving the desired result, but without guaranteeing any result.
The Customer shall hold harmless, indemnify and, upon EGS3’s request, defend EGS3 against any liability incurred by the EGS3 in respect of damage to property, death or personal injury arising from any fault or defect in the Products, the materials, conception or workmanship of the Products or the quality of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability, except to the extent that the liability arises as a result of the action or omission of EGS3 or its personnel.
Clauses 8 and 9 of the Agreement are applicable to the present Terms and Conditions.
8. DEFAULT AND TERMINATION
The Agreement shall commence and terminate as set forth in clause 7.1 of the Agreement.
Each party may terminate the Agreement, without compensation, with immediate effect by written notice in case of a breach by the other party of its obligations under the present Agreement and failure to remedy to the aforementioned breach after a 30 days written notice to remedy to such breach.
EGS3 may terminate the Agreement and cancel the Subscribed plan of the Customer, without prior notice and without any compensation, in the event of a substantial breach by the Customer of its obligations which could be qualified as gross negligence or wilful misconduct in the performance of this Agreement rendering all professional relations between the Parties impossible with immediate effect.
The termination of the Agreement will be without prejudice to any other right or remedy of EGS3.
Upon termination of the Agreement, the Subscribed plan of the Principal shall be canceled and its access to the ouyao platform deleted.
9. FORCE MAJEURE
Neither Party shall be liable for any delay in performing or for failure to perform its obligations under the Contract if the delay or failure results from an event of “Force Majeure”. For clarification, Force Majeure means an event that was not foreseeable by the affected party at the time of execution of the respective Contract, is unavoidable and outside the reasonable control of the affected party, and for which the affected party is not responsible, provided such event prevents the affected party from performing its obligations under the respective Contract despite all reasonable efforts, and the affected party provides notice to the other party within five (5) calendar days from occurrence of the respective event of Force Majeure. If an event of Force Majeure occurs which exceeds sixty (60) calendar days, either party shall have the right to terminate the relevant Contract forthwith by written notice to the other party without liability to the other party. Each Party shall use its reasonable endeavors to minimize the effects of any event of Force Majeure.
Entire Agreement The Agreement (www.ouyao.eu/agreement), the Purchase order and the present Terms and Conditions set out the entire agreement between the parties. Neither party has entered into this contract in reliance upon any representation, warranty or undertaking of the other party that is not expressly set out or referred to in this Agreement.
Governing Law – Jurisdiction All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of the Terms and Conditions shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable. All disputes concerning the validity, interpretation, enforcement, performance and termination of the Terms and Conditions shall be submitted to the exclusive jurisdiction of the Commercial court of Liège, division Liège, Belgium.