SupplyChain Cooperation Agreement

Vipshop Supply Chain Open Platform Cooperation Agreement

This contract is signed by the following parties:

Party A: Hunan Vipshop Supply Chain Management Co., Ltd.

Contact address: Room 1701, Building A, Huijing Haoting, the  intersection of Wanfu Road and Yingxin Road, Yuhua District, Changsha City Contact: 0731-85043118

Party B:

contact address:

contact details:

Based on good trust and consideration of both parties’ long-term development strategies, both parties integrate resources, under the “Civil Code of the People’s Republic of China” and related laws and regulations, in the spirit of “reciprocity, mutual benefit, stability, efficiency, and high quality”. With the spirit of cooperation and the formation of a deep strategic partnership, through friendly negotiation between the two parties, the following consensus has been reached:

1. Cooperation goals

Both parties believe that this cooperation can help both parties carry out fast and effective traffic introduction, realize their future market expansion strategies, and create greater business value for both parties.

2. Definition and Interpretation
3. Open API: Refers to the data interface that is open to all applications that have been applied and approved and can be called by the interface protocol of Party A.

3. Content of cooperation

After this contract takes effect, Party B submits the developer qualifications, Party B’s company qualifications, and required interface services to Party A for review. After Party A’s review and approval, the following services will be provided:

1. Party A shall provide Party B with technical documents, application programs, and technical support for application development, including the development and packaging of application data interfaces and related Internet technical services.
2. Party A provides Party B with commodity information services in the form of Open API. Party B must access according to the requirements in Party A’s Open API document to ensure that each order generated on Party B’s platform can be synchronized to Party A in time. supplier.
3. If Party B does not operate per the above-mentioned services provided by Party A, all legal consequences arising therefrom shall be borne by Party B, and Party A shall have the right to stop the service to Party B.
4. Cooperation methods
5. Supply method: Party A provides Party B with commodity information services in the form of Open API.
6. Charge standard:

The system port fee is 49,800 yuan, which Party B shall pay to Party A at one time when it is connected for the first time.

b Platform technical service fee of 833 yuan/month, deducted from Party B’s pre-storage payment on the 1st of each month (collected when Party B officially operates).

c The platform operation service fee of 5% shall be deducted in real-time from each time Party A collects the pre-charged payment from Party B.

2. Party A has the right to review the information and online application/software services submitted by Party B, and put forward corresponding suggestions for improvement.
3. Supply price: The product information provided by Party A is a quotation for one product, and the specific price of each product is subject to Party A’s announcement.
4. Delivery: After Party B has successfully paid for the order transferred through the API interface provided by Party A, Party A will arrange for the supplier to arrange delivery within 72 hours.
5. After-sales docking: Party B shall perform after-sales service according to Party A’s after-sales standards (see Annex 1). If the product does not meet the return and exchange standards, Party B promises consumers to refund without authorization, and the refund amount shall be fully borne by Party B.
6. Order and settlement

Party B shall prepay the full amount to Party A according to the purchase demand, and Party A shall collect the payment on behalf of Party A. After Party B’s order is generated, Party A will pay it to the supplier on its behalf. The prepayment of Party B to Party A for each order shall not be less than RMB 10,000. If the two parties stop cooperation, the balance of the prepaid payment can be refunded, and the refund application can be submitted one month in advance, and the money will be returned in the same way.

Party A’s collection account

A public account

1) Name of the receiving enterprise: Hunan Vipshop Supply Chain Management Co., Ltd.

Account Bank: Changsha Rural Commercial Bank Co., Ltd. Yingxin Road Sub-branch

Receiving corporate account: 82010100002362105

Line number: 314551019052

2) Name of the receiving enterprise: Hunan Vipshop Supply Chain Management Co., Ltd.

Account Bank: Industrial Bank Changsha Cai’e Road Sub-branch

Receiving corporate account: 368030100100127150

B enterprise Alipay

Account: 2515368537@qq.com

Name: Hunan Vipshop Supply Chain Management Co., Ltd.

If Party A needs to change its account information, it shall notify Party B in writing three working days in advance. Party B shall not be held responsible for any loss caused by Party A’s untimely notification.

7. Sales and Reconciliation

7.1 After this contract takes effect, both parties shall coordinate the recharge of the pre-storage payment and the merchant’s background. Party B shall remit money to Party A’s account after confirming the approval. Party A shall add the same amount to the digital commodity supply and marketing platform within two working days after receiving the payment. under the name of Party B’s account. When a user of Party B submits a purchase (or recharge) demand, Party A’s system will deduct the pre-deposited amount in Party B’s account one by one according to the order.

7.2 When Party B’s prepayment is about to be used up, Party B shall make the next prepayment to Party A to ensure the continuity of service. If Party B fails to make the prepayment in time, resulting in an insufficient balance in Party B’s account, Party A has the right to stop the service to Party B. If Party B’s account is in arrears, the prepayment balance is zero for more than 30 days, or there is no user order for 3 consecutive months, Party A has the right to close Party B’s account and stop all services.

7.3 Party B is solely responsible for properly and correctly keeping, using, and maintaining the merchant account information, password, and key agreed upon by both parties for data exchange provided by Party A. Party B shall take necessary and effective confidentiality measures for its account password and key to avoid theft, tampering, and hacking. All purchase (or recharge) orders initiated through Party B’s interface are regarded as orders initiated by Party B. If Party B’s account password is leaked due to reasons other than Party A and losses are caused by Party B’s improper custody, use, and maintenance, Party B shall bear all legal consequences.

7.4 When business needs, both Party A and Party B may submit a written data check to the other party. In the event of discrepancies in the data between the servers of the two parties, both parties shall coordinate and verify, and are obliged to open up the original data to each other.

8. Billing matters

8.1 Party A provides Open API interface technical services for Party B, and Party A will issue invoices according to the service category for the benefits that Party A obtains from the operation and management of the project by Party B. The corresponding taxes and fees arising from Party B’s operation, management of the project, and sales activities shall be borne and handled by Party B, and have nothing to do with Party A.

1. The rights and obligations of both parties

The rights of both parties:

1. Both parties have the right to request the other party to provide services as agreed;
2. Both parties shall enjoy the economic rights and interests stipulated in this contract;
3. Both Party A and Party B shall not disclose each other’s data in any form. If the data leakage caused by one party causes economic and reputation losses to the other party, the injured party has the right to pursue the legal responsibility of the injured party and demand compensation.
4. Party B has the right to unilaterally terminate the agreement if Party B finds that Party A has the following behaviors that cannot be effectively resolved through communication:

(1) The quality of the goods does not meet the minimum industry standards;

(2) The delivery and after-sales service are not up to the standard, and it cannot be improved after being notified in writing by Party B to make corrections.

Party A shall cooperate with both parties to complete the settlement of all payments within 15 days after the termination of the agreement.

Obligations of Party A and Party B:

1. Both Party A and Party B have obligations to perform as scheduled per this Agreement;
2. Both Party A and Party B must provide relevant team support to each other;
3. Both Party A and Party B must advance and complete the project tasks undertaken by both parties as planned;
4. Both Party A and Party B should open the most convenient channel service for each other on their platforms to maximize the drainage;
5. Both Party A and Party B shall conduct timely pricing of products and services according to the characteristics of each other’s needs and product attributes

Adjustment;

6. Both Party A and Party B must strictly manage the product quality, and must not damage the image and interests of Party A and Party B, otherwise the damaged party has the right to claim compensation from the damaged party;
7. Party A is obliged to ensure the stability of its platform system and data consistency. If Party A causes losses to Party B due to Party B’s platform over-stock sales, wrong pricing, wrong product specifications, etc., Party A shall compensate Party B for the corresponding losses (except for force majeure events such as system bugs and hacker attacks).

6. Cooperation period
7. The period of cooperation between the two parties is one year, from the date of the year to the date of the year.

7. Confidentiality Agreement

Both parties are obliged to keep confidential some of the other party’s business information that they know in the process of cooperation. Without the written permission of the other party, the other party shall not disclose it to a third party without authorization; The corresponding legal responsibilities shall be borne; this clause is not bound by the term of this agreement and is always valid.

8. Liability for breach of contract
9. Party B shall truthfully provide Party A with the verification order data. If Party B maliciously tampers with the false order data provided to Party A, Party B shall be responsible for the losses caused to Party B, and Party B shall also bear the corresponding compensation if the losses are caused to Party A. The situation is serious. , Party A has the right to terminate this contract.
10. If Party B does not operate according to the services provided by Party A, all losses caused shall be borne by Party B. If the situation is serious, Party A has the right to terminate this contract, and if any losses are caused to Party A, Party B shall also bear the corresponding compensation.
11. Without the written consent of Party A, Party B shall not transfer the rights and obligations stipulated in the contract to a third party, otherwise, Party A has the right to terminate this contract, and Party B shall pay Party A liquidated damages at 20% of the total price of the completed order. , if the liquidated damages are not enough to make up for the losses of Party A, Party B shall also be responsible for making up;
12. If Party A provides counterfeit, inferior, or infringing goods to Party B, and the problem is not properly resolved after Party A’s after-sales service, Party A shall bear all the losses of Party B and end consumers.
13. Disclaimer
14. All legal disputes arising from Party B’s business activities through the developed application have nothing to do with Party A, and should be resolved by Party B on its own and bear corresponding responsibilities.
15. Party B clearly understands and agrees. Party A will do its best to provide corresponding security measures based on the existing technology to ensure the security and normal operation of the service. However, due to possible computer viruses, network communication failures, system maintenance, and other factors, as well as possible force majeure events, Party A hereby declares that it does not make any express or implied warranties for the service, including but not limited to the availability of the service. nature, freedom from error or omission, continuity, accuracy, reliability, and fitness for a particular purpose. Party A shall not be liable for any damages arising from any of the following circumstances, including but not limited to loss of profits, goodwill, use, data, etc., and other intangible losses (whether or not Party A has been notified of such damages) possibility of compensation): (1) Unauthorized access by a third party or modification of the user’s transmission data or data by a third party.

(2) There may be computer viruses, network communication failures, and system downtime for maintenance.

(3) Use or inability to use the Services.

1. Applicable Law and Dispute Resolution Clause
2. The establishment, validity, interpretation, performance, signing, revision, and termination of this contract and the settlement of disputes shall be governed by the laws of the Mainland of the People’s Republic of China.
3. Both parties agree to try to negotiate and resolve any disputes related to this contract in good faith. If the negotiation fails, either party may submit a lawsuit to the court with jurisdiction where Party A is located.

11. Effectiveness of the contract and others
12. The signing of this contract does not represent any agency, partnership, or joint venture relationship between Party A and Party B.
13. The text of this contract shall not be altered or revised. For matters not covered in this contract, both parties shall sign a supplementary agreement, which shall have the same legal effect as this contract.
14. This contract will take effect from the date of signing by both parties. After the expiration of this contract, whether to renew the contract shall be negotiated by both parties; during the contract period, if Party A cannot get in touch with Party B through the existing information, or if Party B does not settle the payment according to the agreed time, Party A has the right to terminate this contract at any time. The agreed service content of Party A without any responsibility.
15. This contract is made in two copies, each party holds one copy, and each copy has the same legal effect.

Party A (seal):                                

Party B (signature and seal):

Authorized Representative: year month day                                   

Authorized Representative:

year month day

附件一：

 一、唯品尚售后流程与处理方式

1. 二. 退货/换货/退款流程
2. 售后客服收到平台客服提出的售后要求后，售后客服根据消费者提供的商品图片及相关证明文件48小时内做出判定，回复平台客服并安排消费者退换货/退款的事宜。若非因质量问题引起的售后要求，售后客服应引导消费者对商品进行正确操作，并取消投诉（消费者要求七天无理由退货的除外）。
3. 消费者退回的产品，退回路径的运费暂时由消费者垫付，平台收到退回的产品后，售后客服需检查产品质量和包装是否跟消费者反馈的一致（非质量问题的产品退货不能影响二次销售）。
4. 售后记录需跟进退货物流信息并记录，并在收到退回产品3天内，安排换货或退回货款及运费（若消费者要求7天无理由退货的，运费应由消费者承担）。
5. 消费者收到换货或退回货款及运费后，当次退货/换货/退款流程结束。

三.发货问题争议举证

消费者收货后，由于客观因素导致产生争议并进行投诉的，商家将配合提供凭证，凭证要求如下：

1.备注消费者需退换货或退款原因且提供正确的快递单号、快递单号应对应快递底单照片（四角完整，字迹清晰可辨）且在平台规则要求的时间内提交已发货截图、快递单号物流跟踪等，若快递单号核实到真实有效的物流信息更新且与用户收货地址保持一致，则支持退换货/退款要求；若上述信息不一致的，则暂不支持退换货/退款要求，待重新提交准确信息后，方能进行换货/退款。

2.不可抗力因素：如因自然灾害、网络黑客攻击、物流停运/罢工、国家政策、重大活动等不可抗力原因导致无法正常发货的，商家需提供以上事实凭证，以备平台核实。平台核实属实后，再由售后客服另行协调消费者、商家之间的具体责任划分。

四.售后处理规则

1.商品功能与实际功能描述不符：商家应在48小时内提供完整凭证，逾期未回复或无效回复，平台可根据商家提供的商品功能说明和消费者提供的凭证进行对比，如确实存在该问题，平台将同意消费者合理售后诉求。

2.质量问题/商品无法使用/功能故障：商家在24小时内提供完整实物图和视频，商家会在收到货48小时内进行处理，若商家同意平台可通过消费者提供商品实物图，结合商品详情页进行对比和判定是否为商品本身质量问题（非人为原因），经核实后商品确实存在质量问题的，商家应直接操作同意退货/退款。（注：因买家自身原因造成的商品损坏，比如：自行修改尺寸，洗涤，皮具打油，刺绣，长时间穿着、体味及香水污染等，不支持退货/退款）。

3.发错货：消费者应在24小时内提供完整凭证，商家应在48小时取证并回复平台，逾期未回复或无效回复，售后客服可根据商品详情展示和消费者提供的凭证进行对比判定是否发错货，若判定为发错货，平台将同意消费者合理诉求。

五.客诉问题反馈和处理方法

1. 延迟发货/少件/漏发/空包怎么处理？  

   平台在收到消费者反馈的少件，漏件，空包，延迟发货等问题，并提供快单号递号及图片，售后客服48小时收集取证，并通知平台客服结果，售后客服将及时与消费者联系，并跟进补货，换货，退货、退款事宜，直到本次流程完成。

2. 哪些情况可以申请售后？

  商品质量问题、商家错发/漏发商品、物流破损、未收到商品、商品功能存在瑕疵、消费者要求七天无理由退货（部分特定商品除外）等情况，可以通过平台进行售后申请并提供相应的截图凭证，经售后客服核实无误可申请通过，并支持消费者的合理诉求。

3.售后退货运费承担问题?

因商品存在质量问题、错发/漏发导致的换货、退货，商家承担运费，一般售后的快递费用承担，按照真实的运费价格来进行退运费。

4.哪些情况不可以申请售后？

消费者收到商品后故意剪标、清洗、使用导致脏、变形等影响二次销售的行为，或者超过售后申请时效，消费者不能申请售后。

5.与售后协沟通后，问题仍未得到解决怎么办？

如果商家售后和消费者之间协商解决不了售后问题，由平台客服通过双方提供的取证资料，协商并进行评定处理。

6.售后时效性是多久？

 售后有效期是15天，但一般需要消费者收到产品24小时内提供清晰的图片或者视屏取证，售后客服会在48小时内得出处理结果，并补货退货，正常情况下，平台15天完成能完成解决售后问题，如果其他或者暂时难以解决的争议，消费者可以向平台客服申请延期。

附件2

1，未经乙方书面同意，甲方不得将合同约定的权利义务转让给第三方，否则乙方有权解除本合同，且甲方应按已完成订单总价款的20%向乙方支付违约金，违约金不足以弥补乙方损失的，甲方还应负责补足

2，若甲方供应商恶意向乙方提供提供假冒、伪劣、侵权商品的，造成乙方损失的，甲方供应商应赔偿乙方全部损失，情况严重的，乙方有权解除本合同。