Part A:  New version - effective as of October 9, 2019

 

AliExpress Service Agreement for Sellers Turkey

 

This AliExpress Service Agreement for Sellers contains the terms and conditions that govern your sale of products on the AliExpress Platform (as this term is defined below). “AliExpress” or “We”, “Us” means Alibaba.com Singapore E-Commerce Private Limited, a company incorporated under the laws of Singapore and having its registered address at 8 Shenton Way, #45-01 AXA Tower, Singapore. “You”, “Seller” means a legal entity duly registered and exists under the laws of Turkey who intends to sell products on the AliExpress Platform. Each of AliExpress and Seller is referred to as a “Party” and collectively as “Parties”.

 

Before you request to join the corresponding category of subscribed sellers (hereinafter, the “Category”), you must carefully read and comply with all the contents of this agreement. Please read the contents of all the clauses carefully, and make sure you understand them, including, without limitation, the clauses on AliExpress' exemption or limitation of liability, the clauses on the limitations of the Seller's (as this term is defined below) rights and the clauses on conflict resolution, applicable law, and jurisdiction. If you have any questions about any clause in this agreement, please contact us through the AliExpress customer service, where you will be provided with the relevant explanations. If you disagree with any contents of this agreement or do not clearly understand the explanations on the clauses given by AliExpress, please refrain from any further action.

 

By checking the box, clicking the button  or going forward to complete application (as applicable), you agree to be bound by the terms and conditions of this agreement. You acknowledge and agree that you have independently evaluated the desirability of sale of products on the AliExpress Platform and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor) and that you are and will remain in compliance with this agreement. In addition, if this agreement is being agreed to by a company or other entity, then the person agreeing to this agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

 

Clause 1. Recital

1.1       The Parties shall comply with this agreement. The object of this agreement is to regulate the terms and conditions under which the Seller may offer to sell products on the AliExpress Platform (as this term is defined below).

1.2  The AliExpress Rules for the Sellers are part of this agreement; in addition to this agreement, You must comply with the “Alibaba.com Free Membership Agreement” (  https://rule.alibaba.com/rule/detail/2054.htm), the “Alibaba.com Transaction Service Agreement” ( https://rule.alibaba.com/rule/detail/2054.htm), the “Terms of Use” (https://rule.alibaba.com/rule/detail/2041.htm), the “Privacy Policy” (https://sale.aliexpress.com/__mobile/newprivacypolicy.htm), the “Product List Policy”( https://rule.alibaba.com/rule/detail/2047.htm) and any other agreements entered into when You created your account (jointly referred to as the “Platform User Agreements”).  

 

1.3.      The amount to be charged by AliExpress to the Seller will be a percentage over the value of each transaction performed by the Seller throughout the AliExpress Platform as indicated herein or in the AliExpress Rules for the Sellers (whichever comes into force later).  For clarity, Alibaba.com Singapore E-Commerce Private Limited is a service provider for AliExpress Russia Holding Private Limited (incorporated in Singapore with Company Reg. No. 201917627W) to provide Transaction Services to you for selling to buyers from any of the Relevant Jurisdictions. “Relevant Jurisdictions” shall mean the Russian Federation, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan and Uzbekistan.

 

Clause 2. Definitions

  1. AliExpress Platform”: means the commercial electronic platform located at https://www.aliexpress.com or such successor site and/or domains as may be announced by Us from time to time.
  1. AliExpress Rules for the Sellers” means the rules established and published by AliExpress on the AliExpress Platform to protect interests of Sellers and consumers, maintain a fair and sustainable Category environment. AliExpress Rules for the Sellers include, among others, Intellectual Property Rights (IPR) Protection Policy, Category Standards, product listing policy etc and posted at https://sell.aliexpress.com/zh/__pc/rule_detail.htm.
  2. Category”: means the organization of the AliExpress Platform into main operating categories (including special categories), depending on the type of product and in accordance with their commercialization requirements. Each main category (as well as the special categories) has its own joining rules on the basis of the type of product, operating strategy and brand position, and will be generally governed by the joining AliExpress Rules for the Sellers. Regarding each main operating category, applications to join will be examined and decided upon individually.
  1. Category Service” or “Service”: means the service for the publication of contents on the AliExpress Platform (including, without limitation, information on You, the products which You offer, and the terms applicable to their commercialization) as well as other related technical services provided to You by AliExpress under the Platform User Agreements and this agreement, as part of its operating activities in each Category.
  1. Start of the Services”: means the process by which AliExpress notifies the Seller that it has successfully passed the process for acceptance as a Seller, and thus is authorised to publish products in the various Categories and use the Category Services, as stipulated in clause 4.
  1. Measures for the Management of the AliExpress Platform”: means the measures that AliExpress can take in the cases of breach of this agreement by the Seller to ensure organised operation of the AliExpress Platform, including, without limitation, the removal and deregistration of  products, the application of restrictions on the publication of products, the suspension of the Category Services, account deregistration, suspension, or closure, or instructing Alipay Singapore E-Commerce Private Ltd and/or its affiliates to take measures limiting the Seller's AliExpress account and ipay account.
  1. Deregistration Process”: means the deregistration process that starts at the Seller's request, when decided by AliExpress, or when certain conditions for the termination of this agreement are met. During the Deregistration Process, AliExpress shall cease to provide the Category Services to the Seller and undertake the relevant Measures for the Management of the AliExpress Platform, the Seller shall fulfil its obligations and perform the actions stipulated in this agreement and in the applicable rules. The Deregistration Process is in turn divided into Category deregistration and deregistration from the AliExpress Platform.
  1. Criteria for Performance Evaluation for 2019”: means the criterion for performance evaluation established for 2019 and for subsequent periods thereafter and published by AliExpress according to the performance peculiarities of each Category, including, without limitation, the adjustments made by AliExpress to the Criteria for Performance Evaluation for 2019 on the basis of the different performance circumstances for each Category.

Clause 3. Coming into force and scope of application

3.1       You have voluntarily requested to join one or more corresponding AliExpress Category. AliExpress shall provide the Category Services as established in this agreement.

3.2       By executing this Agreement, You are accepting and undertaking to fulfill this agreement in all its terms.

3.3       This Agreement comprises the text of the agreement, its appendices, and all the rules and announcements published by AliExpress (including the Performance Evaluation Criteria for 2019 and the AliExpress Rules for the Sellers) (hereinafter, referred to jointly as the “Agreement”). This Agreement is part of and supplements the Platform User Agreements, with the same legal effects. AliExpress reserves the right to establish or modify any and all rules governing the AliExpress Platform at any time. AliExpress shall notify You (as provided in this Agreement). The modified platform rules shall thereafter become a part of this Agreement. Should You disagree with the relevant modification, You should refrain from continuing to use the Category Services. If You continue to use the Category Services, You will be understood to have no objections to the modified Agreement and undertake to fulfill it.

3.4        You hereby understand and accept that the acceptance of this Agreement does not entail the successful commencement of the Category Services. AliExpress will conduct a review of the information and documents with which You provide Us to join the AliExpress Platform and on the products that you offer. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by AliExpress. The result of the review process shall be that notified by AliExpress or on the basis of specific limitations to the Start of Services.

3.5        This Agreement shall be effective from the date of its acceptance to 31 December 2019 and thereafter shall automatically renew for successive one (1) year terms unless either Party notifies the other of its intention to terminate the Agreement at least forty five (45) calendar days before the expiration if the then-current term.

Clause 4. Start and limitation of the Category Services

4.1        The Category Services shall start within seven (7) business days from the fulfillment of the following conditions:

  1. The Seller has become a member of AliExpress, and has accepted the Platform User Agreements, such as, and without limitation, Terms of Use (https://rule.alibaba.com/rule/detail/2041.htm), Alibaba.com Free Membership Agreement (https://rule.alibaba.com/rule/detail/2042.htm) and the Alibaba.com Transaction Service Agreement (https://rule.alibaba.com/rule/detail/2054.htm).
  1. The Seller has accepted this Agreement.
  1. The Seller has provided all the information and documents required by each Category, and passed the AliExpress review process.
  1. The Seller meets the “Performance Evaluation Criteria for 2019” for the Category Services requested.
  1. The Seller has paid following the AliExpress rules.
  1. Prior to the request for the Services, there have been no cases of sale of counterfeit products, fraud, or other cases of serious non-compliance.
  1. AliExpress has sent the Seller the notice regarding the Start of the Services.

4.2        The Services shall begin on the effective date of the Start of the Services, as established in the previous clause, and shall end with the Seller's deregistration from the Category or the termination of this Agreement.

4.3       Unless otherwise stipulated, AliExpress shall be entitled not to initiate the Service or to early terminate this Agreement within seven (7) business days as of the Seller's acceptance of this Agreement, should any of the following circumstances take place: (i) the Seller has not fulfilled all the conditions set out in Clause 4.1 above for the Start of the Services, or (ii) AliExpress notifies the Seller for any reason of its refusal to the provision of Services.

AliExpress shall not be liable for any breach or pay any compensation for the termination of this Agreement prior to the Start of the Services as established above.

4.4        Once the Category Service has started, the Seller shall file a request with AliExpress and use the name of its business in accordance with the “Rules for the Application for and Use of a Business Name” established in the AliExpress Rules for the Sellers.

Clause 5. Technical services and expenses

5.1       AliExpress shall provide the Seller with the technical services related to the contents on the AliExpress Platform, including, without limitation, management of the Category, publication of Category products, transaction management services, and any other software and online technical services. as specified from time to time in the “Alibaba.com Transaction Services Agreement” which is incorporated into the “Alibaba.com Free Membership Agreement.

Clause 6. Right and obligations of AliExpress

6.1       AliExpress has the right to make adjustments to the type, commercialization conditions and quantity of the products published by the Seller (including, but without being limited to, changing the stock to 0), according to the operation circumstances of each Category, the Sellers' scope of activity, and the effective circumstances of their activity, particularly, but not limited to, when the Seller has breached any provision of this Agreement.

6.2       In the event of a  breach of the Agreement or the Platform User Agreements by the Seller, or should AliExpress have reasons to suspect that the Seller is conducting or may conduct actions that may infringe rights of any consumers, third-parties, or breach applicable laws, this Agreement or the Platform User Agreement, AliExpress shall be entitled to take Measures for the Management of the AliExpress Platform.

6.3        AliExpress has the right to establish and update operation rules applicable to each Category, among others, the AliExpress Rules for the Sellers.

6.4        AliExpress has no obligation to supervise, authenticate, verify Seller's listings, publication of products, and/or transactions conducted by Seller on the AliExpress Platform. However, should AliExpress have grounds to suspect that the Seller is conducting or may conduct any actions that may breach this Agreement or the Platform User Agreements or any applicable laws, or that may infringe rights of consumers, third-party, or AliExpress, AliExpress will be entitled to, following reasonable notice and, if applicable, during ordinary business hours, at AliExpress’ sole cost and expense, investigate, verify and/or conduct on-site or remote check, including, without limitation, to require the Seller to provide any relevant supporting documents.

6.5       Without prejudice to the above, AliExpress has the right, but not the obligation, following reasonable notice and, if applicable, during ordinary business hours, at AliExpress’ sole cost and expense, to conduct random inspections of the products sold (or to be sold) by the Seller to verify their legitimate origin, including, without limitation, to require the Seller to provide any corresponding supporting documents. After conducting the initial inspections thereof, AliExpress has the right to make conclusions in its sole and absolute discretion.

6.6        In compliance with applicable laws and regulation, AliExpress has the right to establish and update the quality control criteria for products under each Category from time to time.

6.7        Without prejudice to any other terms under this Agreement and the Platform User Agreements, AliExpress shall in no cases be responsible for the obligations arising from the transactions which You conduct with the consumer on the AliExpress Platform. In particular, but without limitation, AliExpress shall not be responsible for delivery of the products, their condition and suitability, their aftersales service, etc.

Clause 7. Representations and warranties of the Seller

7.1        The Seller has the legal and acting capacity to sign this Agreement, use the Category Services, and perform the sale of the products and the provision of services pertaining to them, pursuant to applicable law, which it undertakes to comply with at all times. In particular, but without limitation, the Seller confirms that it is and undertakes to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products on the AliExpress Platform. The Seller undertakes to ensure that all the actions performed under this Agreement are performed by staff with sufficient capacity and powers to legally represent and bind the Seller.

7.2        The Seller undertakes to act in good faith on the AliExpress Platform, comply with the principle of integrity, honesty, and fair competition, effectively protect the rights of consumers and third-party right holders, not to conduct unlawful, false, or inaccurate transactions or transactions that breach public morals and order or are harmful to the fair market and to the good faith of the AliExpress Platform.

7.3        The Seller undertakes to provide true, legitimate, correct, updated and valid information and documents to AliExpress and consumers, and to ensure that such information as its email address, telephone number, postal address, and post code are the current ones, ensuring that AliExpress and other users can use said data to contact the Seller. Likewise, the Seller has the obligation to provide updated information and documents should they change.

7.4        The Seller undertakes not to publish non-specific products for a Category under a specific Category and not to publish specific products for a Category under a non-specific Category.

7.5        The Seller represents that it is and undertakes to be, during the term of the Agreement, the holder of all the rights over the published products, including, without limitation, ownership or other right of legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Seller undertakes not to publish or commercialize products that breach trademark or other intellectual or industrial property rights or commercialization rights of third parties, or to commit acts of unfair competition through the AliExpress Platform. The Seller declares that it is and undertakes to be, during the term of the Agreement, authorised to sell products in the United States, and in particular through online platforms for sale in the United States, such as the AliExpress Platform.

7.6        The Seller undertakes to use the data obtained from AliExpress only to perform the relevant transactions on the AliExpress Platform, undertaking not to perform any other action, including, but without limitation, the copying, distribution, or any other public communication of the data of other users published on the AliExpress Platform.

7.7        The Seller undertakes to accept any inspections and audits conducted by AliExpress in accordance with Section 6.5 regarding the lawful origin of the products. The Seller has the obligation to keep any document that might prove the legitimate origin of its products. Should the Seller be unable to prove the lawful origin of the products, AliExpress shall assess the authenticity of the products according to the circumstances. The Seller accepts to bear any consequence arising from an unfavourable assessment.

7.8       The Seller undertakes to accept any random inspections of the products that AliExpress may conduct to verify their quality and authenticity, in order to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Seller may express its disagreement with the outcome of the inspection by submitting supporting documents. Any such inspection may be undertaken only upon reasonable notice and during ordinary business hours, and at AliExpress’ sole cost and expense; provided, the Seller shall bear any out of pocket expenses reasonably incurred in any inspections that identify faulty products or products in breach of intellectual or industrial property rights.

Clause 8. Rights and obligations of the Seller

8.1        The Seller shall rigorously comply with this Agreement, including, but without limitation, the representations and warranties, as well as with any applicable laws which are in force from time to time.

8.2       The Seller shall conduct its activities in accordance with AliExpress Rules for the Sellers and any other rules published in accordance with the terms of this Agreement that govern the AliExpress Platform, and accept the penalties imposed under the AliExpress Rules for the Sellers in the event of a breach; in particular, but without limitation, the Seller undertakes to participate and comply with the rules of any methods for the settlement of disagreements that might be implemented on the AliExpress Platform to handle claims from users or third-party right holders.

8.3       Without prejudice to the provisions in clause 4.1(d), the Seller shall have the right to take part in the promotions initiated or organised by AliExpress on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Mother's Day, and Black Friday) or promotions for specific product categories. The Seller shall apply commercially reasonable efforts to take part and consent the terms and conditions for adhering such promotional activities.

8.4        The Seller shall fulfill its consumer protection duties. In particular, but without limitation, it shall: (i) protect consumers' rights with reasonable efforts in goodwill according to the applicable laws and this Agreement; (ii) comply with the requirements set by the Turkey laws as regards returns, replacement, and right of withdrawal; and (ii) offer information on products, provide post-sale services and guarantees in accordance with legal requirements and provide consumers with the information legally required prior to and after transactions.

8.5        The Seller shall comply with any applicable laws and regulations (including the federal, State, regional, and/or local regulations of United States), including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.

8.6        The Seller undertakes to collaborate at all times with any competent administrative and legal authorities, particularly, without limitation, any Turkish authorities.

Clause 9. Commission

  1. AliExpress may charge Sellers technical service fees as commission at a certain percentage of their sales on the AliExpress platform. Please refer to the table below for AliExpress commission rates for different categories. For the avoidance of doubt, these are the only fees or amounts payable to AliExpress.

 

Category

Commission Rate

Apparel & Accessories

8%

Women’s Clothing

8%

Men’s Clothing

8%

Novelty & Special Use

8%

Costumers & Accessories

8%

World Apparel

8%

Luggage & Bags

8%

Shoes

5%

Fine Jewelry

5%

Fashion Jewelry

8%

Jewelry Findings & Components

8%

Jewelry Packaging & Display

8%

Jewelry Tools & Equipments

8%

Watches

8%

Weddings & Events

5%

Skin Care

8%

Accessory & Tools (Health & Beauty)

8%

Tattoo & Body Art

8%

Skin Care Tools

8%

Shaving & Hair Removal

8%

Sanitary Paper

8%

Oral Hygiene

8%

Nail Art & Tools

8%

Makeup

8%

Health Care

8%

Hair Care & Styling

8%

Bath & Shower

8%

Antiperspirants

8%

Deodorants

8%

Accessory & Tools (Health & Beauty)

8%

Sex Products

8%

Mother & Kids

8%

Toys & Hobbies

8%

Home & Garden

8%

Furniture

5%

Lights & Lighting

8%

Home Improvement

8%

Hardware, Bathroom Fixture and Kitchen Fitting

8%

Tools

8%

Garden Tools, Measurement & Analysis Instruments, Power Tools, Tool Sets

5%

Home Appliances

5%

Sportswear & Accessories

8%

Sport Bags

8%

Camping & Hiking

8%

Hunting

8%

Shooting

8%

Skiing and Snowboarding

8%

Water Sports

8%

Baseball

8%

Basketball

8%

Hockey

8%

Horse Riding

8%

Racquet Sports

8%

Roller, Skateboards & Scooters

8%

Rugby

8%

Soccer

8%

Volleyball

8%

Fitness & Bodybuilding

8%

Cheerleading & Souvenirs

8%

Golf

8%

Entertainment

8%

Sneakers

5%

Bicycle

8%

Bicycle Accessories

8%

Bicycle Parts

8%

Bicycle Repair Tools

8%

Cycling Equipment

8%

Electric Bicycle

8%

Electric Bicycle Accessories

8%

Electric Bicycle Parts

8%

Fishing

8%

Self-Balance Scooters

8%

Musical Instruments

8%

Mobile Phone Accessories & Parts

8%

Mobile Phone LCDs

5%

Walkie Talkie

8%

Communication Equipment

8%

Industrial Computer & Accessories

5%

Computer Cables & Connectors

5%

Computer Components

5%

Computer Peripherals

5%

DIY Computer

5%

Demo Board

5%

Desktops

5%

External Storage

5%

Laptop Accessories including Keyboard Covers, Lapdesks, Laptop Bags & Cases, Laptop Skins, Laptop Stand, Screen Protectors, Trackpoint Caps

8%

Laptop Accessories including Laptop Adaptor, Laptop Batteries, Laptop Cooling Pads, Laptop Docking Stations, Laptop LCD Inverter, Laptop LCD Screen, Laptop Lock, Replacement Keyboards

5%

Laptops & Netbooks

5%

Memory Cards & Accessories

5%

Mini PC

5%

Networking

5%

Office Electronics

5%

Servers

5%

Tablets Accessories including Tablet Chargers, Tablet Decals, Tablet Pen, Tablet Screen Protectors, Tablet Screen Touch Gloves, Tablet & e-Book Case

8%

Tablets Accessories including Kids Tablet, Tablet LCDs & Panels, Tablet PC Stands, Tablets Batteries & Backup Power

5%

Accessories & Parts

5%

Camera & Photo

5%

Games & Accessories

5%

Home Audio & Video Equipment

5%

Portable Audio & Video

5%

Smart Electronics

5%

Security & Protection

5%

Office & School Supplies

8%

Electronic Components & Supplies

8%

Electronic Cigarettes

8%

Tablets

5%

Mobile Phones

5%

Automobiles & Motorcycles

8%

Engine Oil, Tires, Motorcycle Engine Oil

5%

Travel & Coupon Services

8%

Special Category

8%

  1. For purpose of category development, AliExpress reserves the right to adjust the commission rate in its sole discretion basis with a 7 days prior written notification. The notification shall be published by AliExpress on the platform's website or delivered through intra-net messages to the Seller.

 

                                                   

Clause 10. Authorisation for data use

10.1      As regards the Start of the Services, You hereby authorise AliExpress to use and communicate the public information that is part of your data (e.g. information about your activity licence).

Clause 11. Liability for infringement

11.1      Should AliExpress suffer damages, receive claims from users or third parties, or be subject to sanctions imposed by any public administration, jurisdictional bodies, or arbitration courts, as a result of the breach by the Seller of applicable laws and regulations, court or administrative ruling, of the Platform User Agreements, or of this Agreement, You shall compensate AliExpress for all the direct damages suffered, including, but without limitation: compensation for breach paid by AliExpress or any other compensation paid to third parties in any type of ruling; the amounts AliExpress would have paid to buyers due to return or withdrawal, breach of contract, or compensation; sanctions imposed to AliExpress; the reasonable legal fees and expenses incurred by AliExpress when required to remove negative consequences, etc. AliExpress is entitled to preferential deduction of the deposit made by the Seller, and the Seller shall pay any difference.

11.2      Should the Seller have any amount due and payable to AliExpress, unless otherwise agreed, it shall pay AliExpress a daily penalty for breach equal to 0.5% of the unpaid amount.

11.3      If You have been deregistered by AliExpress due to a distribution of products that breaches intellectual or industrial property rights, or because You knowingly provided AliExpress or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and AliExpress shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.

11.4      If You have been deregistered by AliExpress due to a distribution of products that breaches intellectual or industrial property rights, or because You provided AliExpress or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and AliExpress shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.

 

Clause 12. Confidentiality

12.1     Under this Agreement, “Trade Secrets” shall mean, among others, this Agreement, any other agreement or supplementary agreement, and any other confidential information obtained, received, or processed as a result of the relationship between the Parties. No Party may disclose, reveal, edit or display said information to third parties without express consent from the Party disclosing the Trade Secret. The confidentiality obligations set out in this Clause shall remain in force for three (3) years from the date of termination of this Agreement.

12.2     The Party that has disclosed or revealed a Trade Secret shall be exempt from liability (a) when the other Party has approved its disclosure in writing, (b) its disclosure is required by any public or legal authority, (c) when the information becomes public through no fault of the disclosing Party, or (d) when the information is independently developed by the disclosing Party.

Clause 13. Prevention of bribery

13.1      Should the Seller, its employees, managers, shareholders, legal representatives, or any person exercising effective control over the Seller, or its related companies, be found to have offered AliExpress, companies related to AliExpress or its employees or advisors any benefit that exceeds the ordinary, be it in kind, cash, goods, or rights similar to cash, services, travel, etc., the Seller shall be regarded as having engaged in bribery.

13.2      Should the Seller engage in bribery as described in Clause 13.1, AliExpress shall be entitled to terminate any relationship with the Seller (including, among others, the relationship based on this Agreement) and to (at AliExpress’ discretion) receive from the Seller a penalty for breach of contract for the amount of USD 20,000 and/or compensation calculated on the basis of the financial and image damages suffered by AliExpress due to the act of bribery.

Clause 14. Exemption and limitation of liability

14.1      You hereby acknowledge and agree that AliExpress shall provide the Category Services in accordance with the “state of the art” or “best state of the art achievable” at any time. AliExpress, on the basis of the current state of the art, shall devote every effort to offer the relevant security measures and guarantee the security and normal operation of the services. However, the Services are provided “as is”, with no guarantee or condition of any kind, be it explicit or implicit. AliExpress expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in the network connection, system maintenance, etc., as well as any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.

14.2      AliExpress shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, goodwill, damages derived from use, data loss, and other intangible damages or losses (regardless of whether AliExpress has been notified of the potential existence of said damages).

14.3      You hereby acknowledge that AliExpress and its related companies are not judicial bodies and are not responsible for verifying your compliance or non-infringement with/of the applicable laws and regulations and other third party rights. Thus, when it comes to verifying and checking the documents and materials provided by You and the buyers, it can only do so at an ordinary, non-professional level of knowledge, in a merely superficial manner. You hereby guarantee that the documents and materials which You provide are authentic, correct, updated, and legal, and assume any risks from the falsity, unlawfulness, and inaccuracy of the information or data provided by You or the buyer. Should You suffer any damages due to the above, You agree that You shall file a claim directly against the infringing party. Should AliExpress and its related companies mediate in the dispute, You hereby acknowledge and agree that AliExpress shall only act on your instructions. AliExpress and its related companies cannot guarantee that the result of the mediation will meet your expectations, and shall not be held liable for the outcome of the mediation or, if applicable, for payment of any security.

14.4      You hereby acknowledge and agree that, the maximum total liability of AliExpress and its related companies regarding this Agreement and arising from its acceptance and enforcement shall be USD 1000. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent or fraud was involved, or whether You have paid AliExpress for any expenses shall be irrelevant. All this without prejudice to the exemption or limitation of liability of AliExpress by virtue of this Agreement or any other agreement or pact signed with You.

Clause 15. Termination of the Agreement

  1. Automatic termination:
  1. Subject to Clause 3.5, this Agreement shall terminate at the end of its term.
  1. When the Platform User Agreements, such as, and without limitation, the “Alibaba.com Free Membership Agreement”, and the “Alibaba.com Transaction Services Agreement”, or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.
  1. Early termination:
  1. Unless otherwise agreed, either Party may terminate this Agreement by notifying the other Party in writing thirty (30) calendar days in advance, with no liability. If the Seller clicks the “deregistration” button in the AliExpress Platform (if applicable) to request the termination of this Agreement, the Seller shall be regarded as having made the communication in writing for the termination of this Agreement. The Seller shall immediately enter the Deregistration Process.
  1. Any Seller commercialising special brands shall comply with the conditions listed here, or such successor site and/or domains as may be announced by Us from time to time, and may only terminate this Agreement with AliExpress' authorisation after confirming that the following conditions are met:
  • There are no pending transactions involving products of the brands in their area;
  • There are no “Product Warranty Services” pending resolution for the products of the brands in their area;
  • There are no pending claims regarding the products of the brands in their area, and all compensations have been paid and settled.
  1. In any of the following cases, AliExpress is entitled to immediately terminate the provision of the Category Services and/or the termination of this Agreement, with no liability:
  • You have provided false, inaccurate, unlawful, obsolete, or invalid information or documents, or the Seller cannot prove the veracity, correctness, lawfulness, updated nature, or validity of its information or documents;
  • You have breached the laws, regulations, and policies of the relevant country (including the applicable Federal, State, regional, and local regulations), and in particular, but without limitation, You have breached the applicable customs, taxation, consumer rights protection, data protection, and any other applicable regulations;
  • You have materially breached any representation or warranty, or You have breached the provisions in Clauses 10 or 11;
  • You have materially breached the Platform User Agreements or related regulations, AliExpress has proceeded to deregister You, or has terminated the Platform User Agreements signed with You;
  • You have breached the Performance Evaluation Criteria for 2019 and/or the operation management standards;
  • You have committed or may commit other actions that seriously damage the interests or commercial reputation of AliExpress, or the interests of AliExpress Platform users or any third party;
  1. If the Seller has not logged into AliExpress using the username and password of the AliExpress account for more than ninety (90) days, AliExpress is entitled to terminate this Agreement.
  1. The occurrence of or compliance with any other condition for termination stipulated in this Agreement, leading to the termination of this Agreement.
  1. Actions after the termination of the Agreement:
  1. Once this Agreement has terminated, AliExpress does not have the obligation under this Agreement to keep any data or information pertaining to Category Services in the Seller's account, or forward any information to third parties, and shall not be liable towards the Seller or third parties due to the termination of this Agreement;
  1. You hereby undertake to continue to comply, regarding the transactions conducted on the AliExpress Platform, with all applicable laws to said transactions, in particular, without limitation, the applicable laws to sale to consumers, such as guarantees, post-sale services, data protection, and any other applicable regulations.
  1. Regardless of the grounds for termination of this Agreement, any compensation or liability for actions prior to its termination shall be borne in its entirety by the Seller;
  1. AliExpress has the right to remove any information uploaded by the Seller about the products under each Category and any other related information, when the Seller leaves said Category or due to the termination of this Agreement;
  1. If the Seller has reached a transactional agreement with an AliExpress buyer regarding a certain product, AliExpress is entitled to cancel said transaction at its own discretion. AliExpress has the right to notify the buyer in the transaction of the termination of this Agreement.
  1. Actions prior to the termination of the Agreement:
  1. Completing the Deregistration Process: when the Seller requests the termination of, or AliExpress takes the decision to terminate, the provision of the Category Services and/or this Agreement, the Deregistration Process shall start, and the Seller shall:
  • Process and complete all ongoing transactions;
  • Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;
  • Comply with any sanction received, pay any fine imposed;
  • Ensure that there are no other breaches of contract or pending and enforceable obligations under other contractual relations.
  1. Once the Deregistration Process has started, AliExpress shall be entitled to suspend or terminate, totally or partially, the provision of the Category Services.
  1. When the Seller has completed the Deregistration Process for each Category, should any payment have to be reimbursed, it shall be paid within thirty (30) business days from the Seller's exit from each Category. In the event of termination of this Agreement, the reimbursement shall be made within thirty (30) business days from its termination.

Clause 16. Notices

  1. Once You have been included in a Category and have accepted the AliExpress Platform services, You must ensure the validity of the contact data provided in the Seller profile (including your email address, telephone number, postal address, etc.). If your contact data change, You have the obligation to immediately provide the relevant data in English, so that We can locate You.

16.2     The user account (including subaccounts) generated when You create your login into the AliExpress Platform to access the AliExpress Platform and receive website messages and information from the system and via any discussion forum provided by AliExpress and/or its affiliates shall be valid media for communication.

16.3     AliExpress may send you messages using one or several of the media specified in clauses 16.4 and 16.2. These communications may contain information that may have a positive or a negative impact on your rights and obligations, so you must be up to date with them.

16.4      Communications sent by AliExpress: (i) if made in writing by electronic media, including, but without limitation, public communications on the AliExpress Platform, the text messages sent to the telephone number provided by You, the emails sent to the email address(es) previously provided by You, the system messages and the internal website messages shall be regarded as validly delivered when they are successfully sent; (ii) if made in writing in print, they shall also be regarded as validly delivered as of the fifth calendar day from the day the sending was done to the provided postal address(es).

16.5      Regarding any dispute arising from the transactional activities on the AliExpress Platform, You authorise the delivery of legal documents (including, without limitation, claims) from the judiciary authorities, arbitration courts, or administrative authorities through the media specified in clause 16.4 above or by any other media or by post. The mobile telephone number, the email address and other channels for communication specified by You are the mobile telephone number, the email address and other channels for communication provided during the registration and updating of your AliExpress Platform account. The legal documents sent by the judiciary, arbitration, or administrative authorities through the media above shall be regarded as delivered as stipulated in the previous clause. The postal address specified by You is your legal address for contact or the postal address that is valid for communications with which You have provided Us.

16.6     You accept that the judiciary, arbitration, or administrative authorities may send you legal documents through one or more of the aforementioned media. When made through several media, the time of delivery shall be that of the medium which is first received.

16.7      You accept that the aforementioned media for delivery shall apply to all the stages of the relevant judiciary, arbitration, or administrative procedures, and that, should said proceedings be initiated, they shall apply, including, without limitation, to the first and later instances, as well as to enforcement or follow-up proceedings.

16.8     You must ensure that the channels for communications provided are correct, valid, and duly updated. Should the delivery of any legal documents be delayed or prevented due to the inaccuracy of the channels for communication or the failure to update them after changes, You shall be responsible for any legal consequences that might arise.

Clause 17. Assignment of rights and obligations

The rights and authorisations of AliExpress under this Agreement may be totally or partially outsourced, assigned, transferred, licensed, delegated, or sublicensed to related companies or to any third party with no need for prior authorisation from You. You may not transfer the rights and obligations under this Agreement to any third party without previous authorisation in writing from AliExpress.

Clause 18. Miscellaneous

18.1     Regarding those material matters that are not agreed in or not affected by this Agreement, the AliExpress Rules for the Sellers, the Platform User Agreements or any other applicable rules of the AliExpress Platform shall apply.

18.2      Should any clause or part of clause be declared to be invalid or not enforceable, said clause or part of a clause shall be removed, with the other clauses or part of clause retaining their full legal effectiveness.

18.3      If any term or provision of this Agreement and/or Platform User Agreements shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

18.4      If not otherwise agreed by both Parties, the prevailing language of AliExpress Rule for Sellers this Agreement, if any other versions are provided, is English.

18.5      The validity, interpretation, modification, execution, and settlement of conflicts regarding these clauses shall be governed by the laws of the Special Administrative Region of Hong Kong of the People's Republic of China (“Hong Kong”). Any controversies arising from the signing, fulfillment, or interpretation of this Agreement shall be settled by amicable agreement. Should an agreement not be reached, AliExpress and You accept to subject yourselves to the courts and tribunals of Hong Kong.

 

 

 

Part B:  Old version - effective as of February 01, 2019 and valid until October 08, 2019

 

AliExpress Service Agreement for Sellers Turkey

 

This AliExpress Service Agreement for Sellers contains the terms and conditions that govern your sale of products on the AliExpress Platform (as this term is defined below). “AliExpress” or “We”, “Us” means Alibaba.com Singapore E-Commerce Private Limited, a company incorporated under the laws of Singapore and having its registered address at 10 Collyer Quay #10-01, Ocean Financial Centre 049315. “You”, “Seller” means a legal entity duly registered and exists under the laws of Turkey who intends to sell products on the AliExpress Platform. Each of AliExpress and Seller is referred to as a “Party” and collectively as “Parties”.

 

Before you request to join the corresponding category of subscribed sellers (hereinafter, the “Category”), you must carefully read and comply with all the contents of this agreement. Please read the contents of all the clauses carefully, and make sure you understand them, including, without limitation, the clauses on AliExpress' exemption or limitation of liability, the clauses on the limitations of the Seller's (as this term is defined below) rights and the clauses on conflict resolution, applicable law, and jurisdiction. If you have any questions about any clause in this agreement, please contact us through the AliExpress customer service, where you will be provided with the relevant explanations. If you disagree with any contents of this agreement or do not clearly understand the explanations on the clauses given by AliExpress, please refrain from any further action.

 

By checking the box, clicking the button (as applicable) or going forward to complete application, you agree to be bound by the terms and conditions of this agreement. You acknowledge and agree that you have independently evaluated the desirability of sale of products on the AliExpress Platform and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor) and that you are and will remain in compliance with this agreement. In addition, if this agreement is being agreed to by a company or other entity, then the person agreeing to this agreement on behalf of that company or entity hereby represents and warrants that he or she is authorised and lawfully able to bind that company or entity to this Agreement.

 

Clause 1. Recital

1.1       The Parties shall comply with this agreement. The object of this agreement is to regulate the terms and conditions under which the Seller may offer to sell products on the AliExpress Platform (as this term is defined below).

1.2  The AliExpress Rules for the Sellers are part of this agreement; in addition to this agreement, You must comply with the “Alibaba.com Free Membership Agreement” (  https://rule.alibaba.com/rule/detail/2054.htm), the “Alibaba.com Transaction Service Agreement” ( https://rule.alibaba.com/rule/detail/2054.htm), the “Terms of Use” (https://rule.alibaba.com/rule/detail/2041.htm), the “Privacy Policy” (https://sale.aliexpress.com/__mobile/newprivacypolicy.htm), the “Product List Policy”( https://rule.alibaba.com/rule/detail/2047.htm) and any other agreements entered into when You created your account (jointly referred to as the “Platform User Agreements”).

1.3.      The amount to be charged by AliExpress to the Seller will be a percentage over the value of each transaction performed by the Seller throughout the AliExpress Platform as indicated in the AliExpress Rules for the Sellers.

 

Clause 2. Definitions

  1. AliExpress Platform”: means the commercial electronic platform located at https://www.aliexpress.com or such successor site and/or domains as may be announced by Us from time to time.
  1. AliExpress Rules for the Sellers” means the rules established and published by AliExpress on the AliExpress Platform to protect interests of Sellers and consumers, maintain a fair and sustainable Category environment. AliExpress Rules for the Sellers include, among others, Intellectual Property Rights (IPR) Protection Policy, Category Standards, product listing policy etc and posted at https://sell.aliexpress.com/zh/__pc/rule_detail.htm.
  2. Category”: means the organization of the AliExpress Platform into main operating categories (including special categories), depending on the type of product and in accordance with their commercialization requirements. Each main category (as well as the special categories) has its own joining rules on the basis of the type of product, operating strategy and brand position, and will be generally governed by the joining AliExpress Rules for the Sellers. Regarding each main operating category, applications to join will be examined and decided upon individually.
  1. Category Service” or “Service”: means the service for the publication of contents on the AliExpress Platform (including, without limitation, information on You, the products which You offer, and the terms applicable to their commercialization) as well as other related technical services provided to You by AliExpress under the Platform User Agreements and this agreement, as part of its operating activities in each Category.
  1. Start of the Services”: means the process by which AliExpress notifies the Seller that it has successfully passed the process for acceptance as a Seller, and thus is authorised to publish products in the various Categories and use the Category Services, as stipulated in clause 4.
  1. Measures for the Management of the AliExpress Platform”: means the measures that AliExpress can take in the cases of breach of this agreement by the Seller to ensure organised operation of the AliExpress Platform, including, without limitation, the removal and deregistration of  products, the application of restrictions on the publication of products, the suspension of the Category Services, account deregistration, suspension, or closure, or instructing Alipay Singapore E-Commerce Private Ltd and/or its affiliates to take measures limiting the Seller's AliExpress account and ipay account.
  1. Deregistration Process”: means the deregistration process that starts at the Seller's request, when decided by AliExpress, or when certain conditions for the termination of this agreement are met. During the Deregistration Process, AliExpress shall cease to provide the Category Services to the Seller and undertake the relevant Measures for the Management of the AliExpress Platform, the Seller shall fulfil its obligations and perform the actions stipulated in this agreement and in the applicable rules. The Deregistration Process is in turn divided into Category deregistration and deregistration from the AliExpress Platform.
  1. Criteria for Performance Evaluation for 2019”: means the criterion for performance evaluation established for 2019 and for subsequent periods thereafter and published by AliExpress according to the performance peculiarities of each Category, including, without limitation, the adjustments made by AliExpress to the Criteria for Performance Evaluation for 2019 on the basis of the different performance circumstances for each Category.

Clause 3. Coming into force and scope of application

3.1       You have voluntarily requested to join one or more corresponding AliExpress Category. AliExpress shall provide the Category Services as established in this agreement.

3.2       By executing this Agreement, You are accepting and undertaking to fulfill this agreement in all its terms.

3.3       This Agreement comprises the text of the agreement, its appendices, and all the rules and announcements published by AliExpress (including the Performance Evaluation Criteria for 2019 and the AliExpress Rules for the Sellers) (hereinafter, referred to jointly as the “Agreement”). This Agreement is part of and supplements the Platform User Agreements, with the same legal effects. AliExpress reserves the right to establish or modify any and all rules governing the AliExpress Platform at any time. AliExpress shall notify You (as provided in this Agreement). The modified platform rules shall thereafter become a part of this Agreement. Should You disagree with the relevant modification, You should refrain from continuing to use the Category Services. If You continue to use the Category Services, You will be understood to have no objections to the modified Agreement and undertake to fulfill it.

3.4        You hereby understand and accept that the acceptance of this Agreement does not entail the successful commencement of the Category Services. AliExpress will conduct a review of the information and documents with which You provide Us to join the AliExpress Platform and on the products that you offer. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by AliExpress. The result of the review process shall be that notified by AliExpress or on the basis of specific limitations to the Start of Services.

3.5        This Agreement shall be effective from the date of its acceptance to 31 December 2019 and thereafter shall automatically renew for successive one (1) year terms unless either Party notifies the other of its intention to terminate the Agreement at least forty five (45) calendar days before the expiration if the then-current term.

Clause 4. Start and limitation of the Category Services

4.1        The Category Services shall start within seven (7) business days from the fulfillment of the following conditions:

  1. The Seller has become a member of AliExpress, and has accepted the Platform User Agreements, such as, and without limitation, Terms of Use (https://rule.alibaba.com/rule/detail/2041.htm), Alibaba.com Free Membership Agreement (https://rule.alibaba.com/rule/detail/2042.htm) and the Alibaba.com Transaction Service Agreement (https://rule.alibaba.com/rule/detail/2054.htm).
  1. The Seller has accepted this Agreement.
  1. The Seller has provided all the information and documents required by each Category, and passed the AliExpress review process.
  1. The Seller meets the “Performance Evaluation Criteria for 2019” for the Category Services requested.
  1. The Seller has paid following the AliExpress rules.
  1. Prior to the request for the Services, there have been no cases of sale of counterfeit products, fraud, or other cases of serious non-compliance.
  • AliExpress has sent the Seller the notice regarding the Start of the Services.

4.2        The Services shall begin on the effective date of the Start of the Services, as established in the previous clause, and shall end with the Seller's deregistration from the Category or the termination of this Agreement.

4.3       Unless otherwise stipulated, AliExpress shall be entitled not to initiate the Service or to early terminate this Agreement within seven (7) business days as of the Seller's acceptance of this Agreement, should any of the following circumstances take place: (i) the Seller has not fulfilled all the conditions set out in Clause 4.1 above for the Start of the Services, or (ii) AliExpress notifies the Seller for any reason of its refusal to the provision of Services.

AliExpress shall not be liable for any breach or pay any compensation for the termination of this Agreement prior to the Start of the Services as established above.

4.4        Once the Category Service has started, the Seller shall file a request with AliExpress and use the name of its business in accordance with the “Rules for the Application for and Use of a Business Name” established in the AliExpress Rules for the Sellers.

Clause 5. Technical services and expenses

5.1       AliExpress shall provide the Seller with the technical services related to the contents on the AliExpress Platform, including, without limitation, management of the Category, publication of Category products, transaction management services, and any other software and online technical services. as specified from time to time in the “Alibaba.com Transaction Services Agreement” which is incorporated into the “Alibaba.com Free Membership Agreement.

Clause 6. Right and obligations of AliExpress

6.1       AliExpress has the right to make adjustments to the type, commercialization conditions and quantity of the products published by the Seller (including, but without being limited to, changing the stock to 0), according to the operation circumstances of each Category, the Sellers' scope of activity, and the effective circumstances of their activity, particularly, but not limited to, when the Seller has breached any provision of this Agreement.

6.2       In the event of a  breach of the Agreement or the Platform User Agreements by the Seller, or should AliExpress have reasons to suspect that the Seller is conducting or may conduct actions that may infringe rights of any consumers, third-parties, or breach applicable laws, this Agreement or the Platform User Agreement, AliExpress shall be entitled to take Measures for the Management of the AliExpress Platform.

6.3        AliExpress has the right to establish and update operation rules applicable to each Category, among others, the AliExpress Rules for the Sellers.

6.4        AliExpress has no obligation to supervise, authenticate, verify Seller's listings, publication of products, and/or transactions conducted by Seller on the AliExpress Platform. However, should AliExpress have grounds to suspect that the Seller is conducting or may conduct any actions that may breach this Agreement or the Platform User Agreements or any applicable laws, or that may infringe rights of consumers, third-party, or AliExpress, AliExpress will be entitled to, following reasonable notice and, if applicable, during ordinary business hours, at AliExpress’ sole cost and expense, investigate, verify and/or conduct on-site or remote check, including, without limitation, to require the Seller to provide any relevant supporting documents.

6.5       Without prejudice to the above, AliExpress has the right, but not the obligation, following reasonable notice and, if applicable, during ordinary business hours, at AliExpress’ sole cost and expense, to conduct random inspections of the products sold (or to be sold) by the Seller to verify their legitimate origin, including, without limitation, to require the Seller to provide any corresponding supporting documents. After conducting the initial inspections thereof, AliExpress has the right to make conclusions in its sole and absolute discretion.

6.6        In compliance with applicable laws and regulation, AliExpress has the right to establish and update the quality control criteria for products under each Category from time to time.

6.7        Without prejudice to any other terms under this Agreement and the Platform User Agreements, AliExpress shall in no cases be responsible for the obligations arising from the transactions which You conduct with the consumer on the AliExpress Platform. In particular, but without limitation, AliExpress shall not be responsible for delivery of the products, their condition and suitability, their aftersales service, etc.

Clause 7. Representations and warranties of the Seller

7.1        The Seller has the legal and acting capacity to sign this Agreement, use the Category Services, and perform the sale of the products and the provision of services pertaining to them, pursuant to applicable law, which it undertakes to comply with at all times. In particular, but without limitation, the Seller confirms that it is and undertakes to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products on the AliExpress Platform. The Seller undertakes to ensure that all the actions performed under this Agreement are performed by staff with sufficient capacity and powers to legally represent and bind the Seller.

7.2        The Seller undertakes to act in good faith on the AliExpress Platform, comply with the principle of integrity, honesty, and fair competition, effectively protect the rights of consumers and third-party right holders, not to conduct unlawful, false, or inaccurate transactions or transactions that breach public morals and order or are harmful to the fair market and to the good faith of the AliExpress Platform.

7.3        The Seller undertakes to provide true, legitimate, correct, updated and valid information and documents to AliExpress and consumers, and to ensure that such information as its email address, telephone number, postal address, and post code are the current ones, ensuring that AliExpress and other users can use said data to contact the Seller. Likewise, the Seller has the obligation to provide updated information and documents should they change.

7.4        The Seller undertakes not to publish non-specific products for a Category under a specific Category and not to publish specific products for a Category under a non-specific Category.

7.5        The Seller represents that it is and undertakes to be, during the term of the Agreement, the holder of all the rights over the published products, including, without limitation, ownership or other right of legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Seller undertakes not to publish or commercialize products that breach trademark or other intellectual or industrial property rights or commercialization rights of third parties, or to commit acts of unfair competition through the AliExpress Platform. The Seller declares that it is and undertakes to be, during the term of the Agreement, authorised to sell products in the United States, and in particular through online platforms for sale in the United States, such as the AliExpress Platform.

7.6        The Seller undertakes to use the data obtained from AliExpress only to perform the relevant transactions on the AliExpress Platform, undertaking not to perform any other action, including, but without limitation, the copying, distribution, or any other public communication of the data of other users published on the AliExpress Platform.

7.7        The Seller undertakes to accept any inspections and audits conducted by AliExpress in accordance with Section 6.5 regarding the lawful origin of the products. The Seller has the obligation to keep any document that might prove the legitimate origin of its products. Should the Seller be unable to prove the lawful origin of the products, AliExpress shall assess the authenticity of the products according to the circumstances. The Seller accepts to bear any consequence arising from an unfavourable assessment.

7.8       The Seller undertakes to accept any random inspections of the products that AliExpress may conduct to verify their quality and authenticity, in order to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Seller may express its disagreement with the outcome of the inspection by submitting supporting documents. Any such inspection may be undertaken only upon reasonable notice and during ordinary business hours, and at AliExpress’ sole cost and expense; provided, the Seller shall bear any out of pocket expenses reasonably incurred in any inspections that identify faulty products or products in breach of intellectual or industrial property rights.

Clause 8. Rights and obligations of the Seller

8.1        The Seller shall rigorously comply with this Agreement, including, but without limitation, the representations and warranties, as well as with any applicable laws which are in force from time to time.

8.2       The Seller shall conduct its activities in accordance with AliExpress Rules for the Sellers and any other rules published in accordance with the terms of this Agreement that govern the AliExpress Platform, and accept the penalties imposed under the AliExpress Rules for the Sellers in the event of a breach; in particular, but without limitation, the Seller undertakes to participate and comply with the rules of any methods for the settlement of disagreements that might be implemented on the AliExpress Platform to handle claims from users or third-party right holders.

8.3       Without prejudice to the provisions in clause 4.1(d), the Seller shall have the right to take part in the promotions initiated or organised by AliExpress on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Mother's Day, and Black Friday) or promotions for specific product categories. The Seller shall apply commercially reasonable efforts to take part and consent the terms and conditions for adhering such promotional activities.

8.4        The Seller shall fulfill its consumer protection duties. In particular, but without limitation, it shall: (i) protect consumers' rights with reasonable efforts in goodwill according to the applicable laws and this Agreement; (ii) comply with the requirements set by the Turkey laws as regards returns, replacement, and right of withdrawal; and (ii) offer information on products, provide post-sale services and guarantees in accordance with legal requirements and provide consumers with the information legally required prior to and after transactions.

8.5        The Seller shall comply with any applicable laws and regulations (including the federal, State, regional, and/or local regulations of United States), including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.

8.6        The Seller undertakes to collaborate at all times with any competent administrative and legal authorities, particularly, without limitation, any Turkish authorities.

Clause 9. Commission

  1. AliExpress may charge Sellers technical service fees as commission at a certain percentage of their sales on the AliExpress platform. Please refer to the table below for AliExpress commission rates for different categories. For the avoidance of doubt, these are the only fees or amounts payable to AliExpress.

 

Category

Commission Rate

Apparel & Accessories

8%

Women’s Clothing

8%

Men’s Clothing

8%

Novelty & Special Use

8%

Costumers & Accessories

8%

World Apparel

8%

Luggage & Bags

8%

Shoes

5%

Fine Jewelry

5%

Fashion Jewelry

8%

Jewelry Findings & Components

8%

Jewelry Packaging & Display

8%

Jewelry Tools & Equipments

8%

Watches

8%

Weddings & Events

5%

Skin Care

8%

Accessory & Tools (Health & Beauty)

8%

Tattoo & Body Art

8%

Skin Care Tools

8%

Shaving & Hair Removal

8%

Sanitary Paper

8%

Oral Hygiene

8%

Nail Art & Tools

8%

Makeup

8%

Health Care

8%

Hair Care & Styling

8%

Bath & Shower

8%

Antiperspirants

8%

Deodorants

8%

Accessory & Tools (Health & Beauty)

8%

Sex Products

8%

Mother & Kids

8%

Toys & Hobbies

8%

Home & Garden

8%

Furniture

5%

Lights & Lighting

8%

Home Improvement

8%

Hardware, Bathroom Fixture and Kitchen Fitting

8%

Tools

8%

Garden Tools, Measurement & Analysis Instruments, Power Tools, Tool Sets

5%

Home Appliances

5%

Sportswear & Accessories

8%

Sport Bags

8%

Camping & Hiking

8%

Hunting

8%

Shooting

8%

Skiing and Snowboarding

8%

Water Sports

8%

Baseball

8%

Basketball

8%

Hockey

8%

Horse Riding

8%

Racquet Sports

8%

Roller, Skateboards & Scooters

8%

Rugby

8%

Soccer

8%

Volleyball

8%

Fitness & Bodybuilding

8%

Cheerleading & Souvenirs

8%

Golf

8%

Entertainment

8%

Sneakers

5%

Bicycle

8%

Bicycle Accessories

8%

Bicycle Parts

8%

Bicycle Repair Tools

8%

Cycling Equipment

8%

Electric Bicycle

8%

Electric Bicycle Accessories

8%

Electric Bicycle Parts

8%

Fishing

8%

Self-Balance Scooters

8%

Musical Instruments

8%

Mobile Phone Accessories & Parts

8%

Mobile Phone LCDs

5%

Walkie Talkie

8%

Communication Equipment

8%

Industrial Computer & Accessories

5%

Computer Cables & Connectors

5%

Computer Components

5%

Computer Peripherals

5%

DIY Computer

5%

Demo Board

5%

Desktops

5%

External Storage

5%

Laptop Accessories including Keyboard Covers, Lapdesks, Laptop Bags & Cases, Laptop Skins, Laptop Stand, Screen Protectors, Trackpoint Caps

8%

Laptop Accessories including Laptop Adaptor, Laptop Batteries, Laptop Cooling Pads, Laptop Docking Stations, Laptop LCD Inverter, Laptop LCD Screen, Laptop Lock, Replacement Keyboards

5%

Laptops & Netbooks

5%

Memory Cards & Accessories

5%

Mini PC

5%

Networking

5%

Office Electronics

5%

Servers

5%

Tablets Accessories including Tablet Chargers, Tablet Decals, Tablet Pen, Tablet Screen Protectors, Tablet Screen Touch Gloves, Tablet & e-Book Case

8%

Tablets Accessories including Kids Tablet, Tablet LCDs & Panels, Tablet PC Stands, Tablets Batteries & Backup Power

5%

Accessories & Parts

5%

Camera & Photo

5%

Games & Accessories

5%

Home Audio & Video Equipment

5%

Portable Audio & Video

5%

Smart Electronics

5%

Security & Protection

5%

Office & School Supplies

8%

Electronic Components & Supplies

8%

Electronic Cigarettes

8%

Tablets

5%

Mobile Phones

5%

Automobiles & Motorcycles

8%

Engine Oil, Tires, Motorcycle Engine Oil

5%

Travel & Coupon Services

8%

Special Category

8%

  1. For purpose of category development, AliExpress reserves the right to adjust the commission rate in its sole discretion basis with a 7 days prior written notification. The notification shall be published by AliExpress on the platform's website or delivered through intra-net messages to the Seller.

 

                                                   

Clause 10. Authorisation for data use

10.1      As regards the Start of the Services, You hereby authorise AliExpress to use and communicate the public information that is part of your data (e.g. information about your activity licence).

Clause 11. Liability for infringement

11.1      Should AliExpress suffer damages, receive claims from users or third parties, or be subject to sanctions imposed by any public administration, jurisdictional bodies, or arbitration courts, as a result of the breach by the Seller of applicable laws and regulations, court or administrative ruling, of the Platform User Agreements, or of this Agreement, You shall compensate AliExpress for all the direct damages suffered, including, but without limitation: compensation for breach paid by AliExpress or any other compensation paid to third parties in any type of ruling; the amounts AliExpress would have paid to buyers due to return or withdrawal, breach of contract, or compensation; sanctions imposed to AliExpress; the reasonable legal fees and expenses incurred by AliExpress when required to remove negative consequences, etc. AliExpress is entitled to preferential deduction of the deposit made by the Seller, and the Seller shall pay any difference.

11.2      Should the Seller have any amount due and payable to AliExpress, unless otherwise agreed, it shall pay AliExpress a daily penalty for breach equal to 0.5% of the unpaid amount.

11.3      If You have been deregistered by AliExpress due to a distribution of products that breaches intellectual or industrial property rights, or because You knowingly provided AliExpress or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and AliExpress shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.

11.4      If You have been deregistered by AliExpress due to a distribution of products that breaches intellectual or industrial property rights, or because You provided AliExpress or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and AliExpress shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.

 

Clause 12. Confidentiality

12.1     Under this Agreement, “Trade Secrets” shall mean, among others, this Agreement, any other agreement or supplementary agreement, and any other confidential information obtained, received, or processed as a result of the relationship between the Parties. No Party may disclose, reveal, edit or display said information to third parties without express consent from the Party disclosing the Trade Secret. The confidentiality obligations set out in this Clause shall remain in force for three (3) years from the date of termination of this Agreement.

12.2     The Party that has disclosed or revealed a Trade Secret shall be exempt from liability (a) when the other Party has approved its disclosure in writing, (b) its disclosure is required by any public or legal authority, (c) when the information becomes public through no fault of the disclosing Party, or (d) when the information is independently developed by the disclosing Party.

Clause 13. Prevention of bribery

13.1      Should the Seller, its employees, managers, shareholders, legal representatives, or any person exercising effective control over the Seller, or its related companies, be found to have offered AliExpress, companies related to AliExpress or its employees or advisors any benefit that exceeds the ordinary, be it in kind, cash, goods, or rights similar to cash, services, travel, etc., the Seller shall be regarded as having engaged in bribery.

13.2      Should the Seller engage in bribery as described in Clause 13.1, AliExpress shall be entitled to terminate any relationship with the Seller (including, among others, the relationship based on this Agreement) and to (at AliExpress’ discretion) receive from the Seller a penalty for breach of contract for the amount of USD 20,000 and/or compensation calculated on the basis of the financial and image damages suffered by AliExpress due to the act of bribery.

Clause 14. Exemption and limitation of liability

14.1      You hereby acknowledge and agree that AliExpress shall provide the Category Services in accordance with the “state of the art” or “best state of the art achievable” at any time. AliExpress, on the basis of the current state of the art, shall devote every effort to offer the relevant security measures and guarantee the security and normal operation of the services. However, the Services are provided “as is”, with no guarantee or condition of any kind, be it explicit or implicit. AliExpress expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in the network connection, system maintenance, etc., as well as any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.

14.2      AliExpress shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, goodwill, damages derived from use, data loss, and other intangible damages or losses (regardless of whether AliExpress has been notified of the potential existence of said damages).

14.3      You hereby acknowledge that AliExpress and its related companies are not judicial bodies and are not responsible for verifying your compliance or non-infringement with/of the applicable laws and regulations and other third party rights. Thus, when it comes to verifying and checking the documents and materials provided by You and the buyers, it can only do so at an ordinary, non-professional level of knowledge, in a merely superficial manner. You hereby guarantee that the documents and materials which You provide are authentic, correct, updated, and legal, and assume any risks from the falsity, unlawfulness, and inaccuracy of the information or data provided by You or the buyer. Should You suffer any damages due to the above, You agree that You shall file a claim directly against the infringing party. Should AliExpress and its related companies mediate in the dispute, You hereby acknowledge and agree that AliExpress shall only act on your instructions. AliExpress and its related companies cannot guarantee that the result of the mediation will meet your expectations, and shall not be held liable for the outcome of the mediation or, if applicable, for payment of any security.

14.4      You hereby acknowledge and agree that, the maximum total liability of AliExpress and its related companies regarding this Agreement and arising from its acceptance and enforcement shall be USD 1000. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent or fraud was involved, or whether You have paid AliExpress for any expenses shall be irrelevant. All this without prejudice to the exemption or limitation of liability of AliExpress by virtue of this Agreement or any other agreement or pact signed with You.

Clause 15. Termination of the Agreement

  1. Automatic termination:
  1. Subject to Clause 3.5, this Agreement shall terminate at the end of its term.
  1. When the Platform User Agreements, such as, and without limitation, the “Alibaba.com Free Membership Agreement”, and the “Alibaba.com Transaction Services Agreement”, or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.
  1. Early termination:
  1. Unless otherwise agreed, either Party may terminate this Agreement by notifying the other Party in writing thirty (30) calendar days in advance, with no liability. If the Seller clicks the “deregistration” button in the AliExpress Platform (if applicable) to request the termination of this Agreement, the Seller shall be regarded as having made the communication in writing for the termination of this Agreement. The Seller shall immediately enter the Deregistration Process.
  1. Any Seller commercialising special brands shall comply with the conditions listed here, or such successor site and/or domains as may be announced by Us from time to time, and may only terminate this Agreement with AliExpress' authorisation after confirming that the following conditions are met:
  • There are no pending transactions involving products of the brands in their area;
  • There are no “Product Warranty Services” pending resolution for the products of the brands in their area;
  • There are no pending claims regarding the products of the brands in their area, and all compensations have been paid and settled.
  1. In any of the following cases, AliExpress is entitled to immediately terminate the provision of the Category Services and/or the termination of this Agreement, with no liability:
  • You have provided false, inaccurate, unlawful, obsolete, or invalid information or documents, or the Seller cannot prove the veracity, correctness, lawfulness, updated nature, or validity of its information or documents;
  • You have breached the laws, regulations, and policies of the relevant country (including the applicable Federal, State, regional, and local regulations), and in particular, but without limitation, You have breached the applicable customs, taxation, consumer rights protection, data protection, and any other applicable regulations;
  • You have materially breached any representation or warranty, or You have breached the provisions in Clauses 10 or 11;
  • You have materially breached the Platform User Agreements or related regulations, AliExpress has proceeded to deregister You, or has terminated the Platform User Agreements signed with You;
  • You have breached the Performance Evaluation Criteria for 2019 and/or the operation management standards;
  • You have committed or may commit other actions that seriously damage the interests or commercial reputation of AliExpress, or the interests of AliExpress Platform users or any third party;
  1. If the Seller has not logged into AliExpress using the username and password of the AliExpress account for more than ninety (90) days, AliExpress is entitled to terminate this Agreement.
  1. The occurrence of or compliance with any other condition for termination stipulated in this Agreement, leading to the termination of this Agreement.
  1. Actions after the termination of the Agreement:
  1. Once this Agreement has terminated, AliExpress does not have the obligation under this Agreement to keep any data or information pertaining to Category Services in the Seller's account, or forward any information to third parties, and shall not be liable towards the Seller or third parties due to the termination of this Agreement;
  1. You hereby undertake to continue to comply, regarding the transactions conducted on the AliExpress Platform, with all applicable laws to said transactions, in particular, without limitation, the applicable laws to sale to consumers, such as guarantees, post-sale services, data protection, and any other applicable regulations.
  1. Regardless of the grounds for termination of this Agreement, any compensation or liability for actions prior to its termination shall be borne in its entirety by the Seller;
  1. AliExpress has the right to remove any information uploaded by the Seller about the products under each Category and any other related information, when the Seller leaves said Category or due to the termination of this Agreement;
  1. If the Seller has reached a transactional agreement with an AliExpress buyer regarding a certain product, AliExpress is entitled to cancel said transaction at its own discretion. AliExpress has the right to notify the buyer in the transaction of the termination of this Agreement.
  1. Actions prior to the termination of the Agreement:
  1. Completing the Deregistration Process: when the Seller requests the termination of, or AliExpress takes the decision to terminate, the provision of the Category Services and/or this Agreement, the Deregistration Process shall start, and the Seller shall:
  • Process and complete all ongoing transactions;
  • Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;
  • Comply with any sanction received, pay any fine imposed;
  • Ensure that there are no other breaches of contract or pending and enforceable obligations under other contractual relations.
  1. Once the Deregistration Process has started, AliExpress shall be entitled to suspend or terminate, totally or partially, the provision of the Category Services.
  1. When the Seller has completed the Deregistration Process for each Category, should any payment have to be reimbursed, it shall be paid within thirty (30) business days from the Seller's exit from each Category. In the event of termination of this Agreement, the reimbursement shall be made within thirty (30) business days from its termination.

Clause 16. Notices

  1. Once You have been included in a Category and have accepted the AliExpress Platform services, You must ensure the validity of the contact data provided in the Seller profile (including your email address, telephone number, postal address, etc.). If your contact data change, You have the obligation to immediately provide the relevant data in English, so that We can locate You.

16.2     The user account (including subaccounts) generated when You create your login into the AliExpress Platform to access the AliExpress Platform and receive website messages and information from the system and via any discussion forum provided by AliExpress and/or its affiliates shall be valid media for communication.

16.3     AliExpress may send you messages using one or several of the media specified in clauses 16.4 and 16.2. These communications may contain information that may have a positive or a negative impact on your rights and obligations, so you must be up to date with them.

16.4      Communications sent by AliExpress: (i) if made in writing by electronic media, including, but without limitation, public communications on the AliExpress Platform, the text messages sent to the telephone number provided by You, the emails sent to the email address(es) previously provided by You, the system messages and the internal website messages shall be regarded as validly delivered when they are successfully sent; (ii) if made in writing in print, they shall also be regarded as validly delivered as of the fifth calendar day from the day the sending was done to the provided postal address(es).

16.5      Regarding any dispute arising from the transactional activities on the AliExpress Platform, You authorise the delivery of legal documents (including, without limitation, claims) from the judiciary authorities, arbitration courts, or administrative authorities through the media specified in clause 16.4 above or by any other media or by post. The mobile telephone number, the email address and other channels for communication specified by You are the mobile telephone number, the email address and other channels for communication provided during the registration and updating of your AliExpress Platform account. The legal documents sent by the judiciary, arbitration, or administrative authorities through the media above shall be regarded as delivered as stipulated in the previous clause. The postal address specified by You is your legal address for contact or the postal address that is valid for communications with which You have provided Us.

16.6     You accept that the judiciary, arbitration, or administrative authorities may send you legal documents through one or more of the aforementioned media. When made through several media, the time of delivery shall be that of the medium which is first received.

16.7      You accept that the aforementioned media for delivery shall apply to all the stages of the relevant judiciary, arbitration, or administrative procedures, and that, should said proceedings be initiated, they shall apply, including, without limitation, to the first and later instances, as well as to enforcement or follow-up proceedings.

16.8     You must ensure that the channels for communications provided are correct, valid, and duly updated. Should the delivery of any legal documents be delayed or prevented due to the inaccuracy of the channels for communication or the failure to update them after changes, You shall be responsible for any legal consequences that might arise.

Clause 17. Assignment of rights and obligations

The rights and authorisations of AliExpress under this Agreement may be totally or partially outsourced, assigned, transferred, licensed, delegated, or sublicensed to related companies or to any third party with no need for prior authorisation from You. You may not transfer the rights and obligations under this Agreement to any third party without previous authorisation in writing from AliExpress.

Clause 18. Miscellaneous

18.1     Regarding those material matters that are not agreed in or not affected by this Agreement, the AliExpress Rules for the Sellers, the Platform User Agreements or any other applicable rules of the AliExpress Platform shall apply.

18.2      Should any clause or part of clause be declared to be invalid or not enforceable, said clause or part of a clause shall be removed, with the other clauses or part of clause retaining their full legal effectiveness.

18.3      If any term or provision of this Agreement and/or Platform User Agreements shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

18.4      If not otherwise agreed by both Parties, the prevailing language of AliExpress Rule for Sellers this Agreement, if any other versions are provided, is Chinese.

18.5      The validity, interpretation, modification, execution, and settlement of conflicts regarding these clauses shall be governed by the laws of the Special Administrative Region of Hong Kong of the People's Republic of China (“Hong Kong”). Any controversies arising from the signing, fulfillment, or interpretation of this Agreement shall be settled by amicable agreement. Should an agreement not be reached, AliExpress and You accept to subject yourselves to the courts and tribunals of Hong Kong.