Important Notice:
This agreement constitutes a legal contract between You and Topallet regarding Your use of the Topallet supplier backend and services. Before clicking "Agree" or completing the registration process, please carefully read this agreement, especially the clauses concerning intellectual property infringement handling, delivery time frame breach liabilities, and security deposit deductions.
This agreement constitutes a legal contract between You and Topallet regarding Your use of the Topallet supplier backend and services. Before clicking "Agree" or completing the registration process, please carefully read this agreement, especially the clauses concerning intellectual property infringement handling, delivery time frame breach liabilities, and security deposit deductions.
1. Agreement Acceptance and Scope
1.1 Acceptance of Terms: By submitting a supplier application on the Topallet platform (hereinafter referred to as the "Platform") and clicking "Agree," You are deemed to have read, understood, and accepted all terms of this agreement.
1.2 Special Provisions: In addition to the main body of this agreement, Topallet's published Privacy Policy, Platform Operations Guidelines, and Intellectual Property Protection Rules form an integral part of this agreement.
1.2 Special Provisions: In addition to the main body of this agreement, Topallet's published Privacy Policy, Platform Operations Guidelines, and Intellectual Property Protection Rules form an integral part of this agreement.
2. Intellectual Property and Compliance Guarantee (Key Clauses)
You hereby solemnly commit and guarantee:
2.1 Complete Documentation: All products You provide possess legitimate patent rights or brand authorizations, with complete supporting documents (such as quality inspection reports, brand authorization letters, patent certificates, etc.). Should distributors or the platform require proof for business purposes, You must unconditionally provide such documentation within 48 hours.
2.2 Copyright Exemption: You guarantee that products listed on the platform (including the products themselves, packaging, and instruction manuals), as well as product images, videos, and description copy (hereinafter referred to as "Product Information"), do not infringe upon any third party's intellectual property rights (including copyright, trademark rights, patent rights) or personality rights.
2.3 Liability Assumption:
* Should Product Information or the products themselves contain copyright/patent issues, resulting in complaints, lawsuits, administrative penalties, or store losses against the platform or distributors, You shall bear full legal responsibility.
* You agree to fully compensate Topallet and its distributors for all losses incurred (including but not limited to fines, attorney fees, compensation, traffic loss due to store point deductions, etc.).
* Topallet reserves the right to immediately delist infringing products and freeze your account funds until the dispute is resolved.
2.1 Complete Documentation: All products You provide possess legitimate patent rights or brand authorizations, with complete supporting documents (such as quality inspection reports, brand authorization letters, patent certificates, etc.). Should distributors or the platform require proof for business purposes, You must unconditionally provide such documentation within 48 hours.
2.2 Copyright Exemption: You guarantee that products listed on the platform (including the products themselves, packaging, and instruction manuals), as well as product images, videos, and description copy (hereinafter referred to as "Product Information"), do not infringe upon any third party's intellectual property rights (including copyright, trademark rights, patent rights) or personality rights.
2.3 Liability Assumption:
* Should Product Information or the products themselves contain copyright/patent issues, resulting in complaints, lawsuits, administrative penalties, or store losses against the platform or distributors, You shall bear full legal responsibility.
* You agree to fully compensate Topallet and its distributors for all losses incurred (including but not limited to fines, attorney fees, compensation, traffic loss due to store point deductions, etc.).
* Topallet reserves the right to immediately delist infringing products and freeze your account funds until the dispute is resolved.
3. Fulfillment and Inventory Management
3.1 Delivery Timeframe: You confirm and agree that the delivery timeframe required by Topallet's model and platform rules is within 48 hours of order generation.
3.2 Prohibition of Fake Shipping: You are strictly prohibited from engaging in fake shipping, water account operations, or any other deceptive practices against the platform or distributors.
3.3 Breach Liability:
* Should late or fake shipping by You result in distributor store complaints, fines, or closures, You shall bear all resulting liability claims and compensation.
* Topallet reserves the right to deduct corresponding amounts from your account balance or security deposit to compensate distributors based on distributor complaints.
3.2 Prohibition of Fake Shipping: You are strictly prohibited from engaging in fake shipping, water account operations, or any other deceptive practices against the platform or distributors.
3.3 Breach Liability:
* Should late or fake shipping by You result in distributor store complaints, fines, or closures, You shall bear all resulting liability claims and compensation.
* Topallet reserves the right to deduct corresponding amounts from your account balance or security deposit to compensate distributors based on distributor complaints.
4. Pricing Strategy and Profit Margin
4.1 B2B Distribution Positioning: You confirm that Topallet is a B2B distribution platform, and You have the obligation to reserve sufficient profit margins for distributors to promote sales turnover.
4.2 Pricing Review Standards:
* The wholesale prices You upload should not be excessively high. The platform will review listed product prices, with wholesale prices原则上应不高于 other mainstream C-end platforms (such as TikTok, Temu, etc.) selling prices at 70% or below (special products excepted).
* You must not impose disguised price increases on top of the platform's commission-free and deposit-free policy; otherwise, the platform reserves the right to delist products or revoke优惠资格.
4.3 Pricing Methods: You must set reasonable prices based on warehouse conditions:
* Method A (Self-Shipping): Product price must include shipping (free shipping price), or a reasonable shipping template must be set separately.
* Method B (Supporting Official Shipping Labels): For support of TikTok/Temu shipping labels, a "pickup price" must be set.
4.2 Pricing Review Standards:
* The wholesale prices You upload should not be excessively high. The platform will review listed product prices, with wholesale prices原则上应不高于 other mainstream C-end platforms (such as TikTok, Temu, etc.) selling prices at 70% or below (special products excepted).
* You must not impose disguised price increases on top of the platform's commission-free and deposit-free policy; otherwise, the platform reserves the right to delist products or revoke优惠资格.
4.3 Pricing Methods: You must set reasonable prices based on warehouse conditions:
* Method A (Self-Shipping): Product price must include shipping (free shipping price), or a reasonable shipping template must be set separately.
* Method B (Supporting Official Shipping Labels): For support of TikTok/Temu shipping labels, a "pickup price" must be set.
5. Settlement and Security Deposit System
5.1 Settlement Rules:
* Staged Release: 50% of the order amount is released when the order status changes to "Shipped"; the remaining 50% is released when the order status changes to "Completed."
* First Order Freeze: Funds for the first order can only be withdrawn after the system status is "Completed" (approximately 14 days).
* Withdrawal Frequency: Withdrawals can be made once per week.
5.2 Exit Mechanism: Should You voluntarily exit or terminate cooperation:
* Considering the after-sales period, only 70% of outstanding funds can be withdrawn.
* The remaining 30% must be withdrawn two weeks later, provided there are no after-sales disputes.
5.3 Security Deposit (Bond):
* Payment Rules: While the platform currently waives commissions and deposits, a security deposit system is in place. After one month of cooperation, deposits are collected progressively based on sales performance, capped at $700 USD.
* Purpose: To ensure order fulfillment and user product experience. In case of infringement, delayed shipping, or other violations, Topallet reserves the right to deduct the security deposit for compensation.
* Refund: Upon termination of cooperation, if there are no after-sales disputes or violation fines, the security deposit will be fully refunded.
* Staged Release: 50% of the order amount is released when the order status changes to "Shipped"; the remaining 50% is released when the order status changes to "Completed."
* First Order Freeze: Funds for the first order can only be withdrawn after the system status is "Completed" (approximately 14 days).
* Withdrawal Frequency: Withdrawals can be made once per week.
5.2 Exit Mechanism: Should You voluntarily exit or terminate cooperation:
* Considering the after-sales period, only 70% of outstanding funds can be withdrawn.
* The remaining 30% must be withdrawn two weeks later, provided there are no after-sales disputes.
5.3 Security Deposit (Bond):
* Payment Rules: While the platform currently waives commissions and deposits, a security deposit system is in place. After one month of cooperation, deposits are collected progressively based on sales performance, capped at $700 USD.
* Purpose: To ensure order fulfillment and user product experience. In case of infringement, delayed shipping, or other violations, Topallet reserves the right to deduct the security deposit for compensation.
* Refund: Upon termination of cooperation, if there are no after-sales disputes or violation fines, the security deposit will be fully refunded.
6. Account Management and Sales Requirements
6.1 Account Activation: After Agreement and supplier backend activation, You must complete product listings within 1 month.
6.2 Automatic Closure: Should no products be listed after 1 month, Topallet reserves the right to directly close and blacklist your account without assuming any responsibility.
6.3 Sales Obligation: After cooperation is established, please arrange product listings promptly to stimulate sales. If assistance is needed, Topallet can provide listing support, but You must provide complete and accurate data packages.
6.2 Automatic Closure: Should no products be listed after 1 month, Topallet reserves the right to directly close and blacklist your account without assuming any responsibility.
6.3 Sales Obligation: After cooperation is established, please arrange product listings promptly to stimulate sales. If assistance is needed, Topallet can provide listing support, but You must provide complete and accurate data packages.
7. Disclaimer and Governing Law
7.1 Liability Limitation: As a technology service platform, Topallet does not conduct substantive reviews of supplier product quality or intellectual property legality (unless complaints are received). Legal consequences resulting from supplier violations are borne solely by the supplier.
7.2 Governing Law:
7.2 Governing Law: