Seller Agreement
Published/ updated on [June 24th, 2024].
This Seller Agreement (this “Agreement”) is made and entered into by and between you (the “Seller”) and POIZON GLOBAL Limited together with POIZON HOLDING PTE. LTD. (“We” or “POIZON Platform”).
You should carefully read all the terms and conditions of this Agreement (especially the clauses on exemption or limitation of liability, termination of this Agreement, liability for breach of contract, dispute resolution and other clauses in bold or capitalized) before clicking to agree to this Agreement. When you click to agree to this Agreement online, you are deemed to have agreed to be bound by this Agreement to be the seller on the POIZON Platform. In the case of any question about clauses hereof, please contact the customer service center for further explanation. If you do not agree of this Agreement, please do not proceed with further actions. If you continue to proceed, it will be deemed that you have agreed to this Agreement. This Agreement shall come into effect from the date you agree. The Term of Use, fees or transaction rules, privacy policies, and other terms that bind the rights and obligations of sellers within the POIZON Platform have the same legal effect as this Agreement.
You shall ensure that you always have full capacity for rights and conduct during the use of this Agreement and payment process. You must also possess the legal capacity to enter into and perform the rights and obligations stipulated in this Agreement. If you lack full capacity for conduct due to factors such as age or mental capacity, please read and assess your consent to this Agreement in the presence of your legal guardian (the "Guardian"). In such circumstances, your use of our services must obtain express consent from your Guardian; otherwise, we reserve the right to refuse to provide services to you. Any disputes or losses arising from this shall be borne by you or your Guardian.
I. Conditions for a Qualified Seller of POIZON Platform
1.1 To register as a qualified seller of POIZON Platform to transfer or sell products, you shall satisfy the following conditions:
(1) You must be at least 18 years old and can independently assume the legal responsibilities hereunder;
(2) You shall agree with and accept this Agreement, Terms of Use of POIZON Platform, other relevant agreements, rules, and terms;
(3) The products for sale are sourced legally, in compliance with relevant laws and regulations, and do not infringe upon the legitimate rights and interests of any third party;
(4) Submission of certain personal information is required to complete individual identity authentication.
(5) You and your products shall comply with all applicable laws, regulations, rules, requirements of relevant government authorities, and industry standards, including without limitation, applicable export control and sanctions program implemented by the US Office of Foreign Assets Control. Depending on your location, the country of origin of the items, and other factors, additional laws and regulations from the United States and other jurisdictions may apply.
II. Rights and Obligations of the Seller
2.1 Performance Bond for listing. You agree to pay the Performance Bond (if applicable) for listing in accordance with this Agreement and POIZON Platform’s rules, and the amount of the Performance Bond shall be based on the amount displayed on the POIZON Platform. After becoming an individual seller and paying the Performance Bond (if applicable), you have the right to sell products on the POIZON Platform.
2.2 Service Fees. You are required to pay a Service Fee to POIZON when selling commodities. The specific amount shall be subject to the display on the listing page, seller rules center page, or other relevant pages of the POIZON Platform.
Please note that the term “listing” herein refers to the pricing set by the Seller for the specified product available for sale and publicly displayed on the POIZON Platform, subject to confirmation and payment by buyers on the POIZON Platform.
2.3 Use of account. You should properly safeguard the confidential information such as account and password for logging into the POIZON platform. In the event of information leakage or password loss, you should immediately apply for loss reporting to the customer service. All operations on the POIZON Platform after you login to your account should comply with laws, regulations, rules, policies, and regulations, as well as the terms of this agreement and relevant rules. The operations under your account are deemed as your actions, and you shall bear all responsibilities.
2.4 Submission of information. You shall provide POIZON Platform with authentic, legal, accurate and valid registration data, the third party payment account and shipping information, and ensure the validity and security of the provided information. POIZON Platform may contact you through the contact information you provided. Additionally, you are obligated to promptly update relevant information or notify the POIZON Platform in a timely manner in the event of actual changes to the data or information.
2.5 Scope of prohibited sales. You shall ensure that the products sold are from a legal source and you have the right to sell such products. You shall also ensure that the products you sell is not explicitly prohibited or restricted for sale in the applicable jurisdiction by law and that the sale of your products does not infringe upon any third-party legal rights (including but not limited to intellectual property rights). Failure to comply will result in your corresponding legal and compensation responsibilities. If you are required to retain legitimate documentation related to the source of the products and should cooperate in providing this documentation when requested by the POIZON Platform or relevant government authorities.
2.6 Timely Delivery. You shall ensure that the products requested in the order, in the specified quantity and within the designated time frame, are promptly and accurately shipped. Any costs incurred due to mis-shipment or omission of products shall be borne by You. Failure to deliver on time or any defects in the products shipped by you may result in POIZON Platform deducting your Performance Bond and, depending on the severity of the situation, may restrict your rights as the Seller.
2.7 Transaction order Protection: During Your use of the service for transactions, you shall adhere to the principle of honesty and creditworthiness, ensuring that the information about the products and/or services you publish is true and consistent with the products and/or services you actually sell or provide. You shall fulfill your transaction commitments earnestly during the transaction process. Additionally, you are responsible for maintaining a good order in the online trading market, refraining from engaging in unfair competition during transactions, disrupting the normal order of online transactions, or engaging in activities unrelated to online transactions.
2.8 No concealing. You shall not conceal matters that may bring risks to POIZON Platform, including but not limited to product design defects, quality flaws, rights disputes, material breaches of contract, or uploading data with Trojan virus, etc. In the event of such matters affecting the platform's reputation, normal transactions, or security, the POIZON Platform reserves the right to terminate this agreement and pursue corresponding liabilities.
2.9 Due performance. You are aware and agree that, by confirming to list for sales of the product on POIZON Platform, you send a binding offer and consent to sell the specified products to buyers on the POIZON Platform. If a buyer on the POIZON Platform, through the platform’s services, is willing to purchase the specified products at your listing price and accepts your offer, a contract of sale is formed between you and the buyer, and you are obligated to deliver the specified products to the buyer at the agreed price in accordance with the law. Your actions of selling on the POIZON Platform represent your genuine intention, and you are legally responsible for your actions. Once the products are sold, you have no right to cancel the transaction for any reason.
2.10 Payment of taxes according to applicable law. You are required to comply with the relevant tax laws and other applicable regulations in your jurisdiction, and to promptly and fully declare and pay taxes to the local tax authorities. If your failure to fully pay taxes results in any losses to the POIZON Platform, we have the right to restrict your rights as the Seller and freeze your funds.
2.11 Consumer protection. You understand and agree that, as the responsible party for consumer protection, you are obligated to comply with the relevant laws and regulations in your jurisdiction, particularly those concerning the sale of products, consumer protection regulations, and the rules specified in the Terms of Use, to fulfill the various obligations of consumer protection. Such obligations include but are not limited to truthful description of products and payment of Performance Bond, which shall be subject to the corresponding laws, affiliated Service Agreements and rules.
2.12 Sanctions. You must comply with any sanctions compliance requirements that apply to your transactions, including any updates to any laws that apply to POIZON Platform, any Seller or Buyer and must indemnify POIZON Platform against any claim resulting from any breach by you of any sanctions law.
III. Rights and Obligations of POIZON Platform
3.1 Due to the unique nature of online trading platforms, POIZON Platform assesses relevant content based on the standard of ordinary non-professionals. If it is determined that such content or behavior is illegal or improper, or if any issues or suspicions are found in your registration data or transaction behavior, POIZON Platform reserves the right to send you inquiries or requests for correction. Depending on the circumstances, restrictive measures may be taken against you or services may be suspended. You agree that in the event of formatting errors or information inaccuracies leading to incorrect or significantly unreasonable prices or information displayed for products, we have the right to cancel orders for such products with incorrect or significantly unreasonable prices or information. Furthermore, we reserve the right to seek compensation for any losses incurred as a result of your actions, either to POIZON platform or other rights holders.
3.2 You agree to authorize POIZON Platform to disclose your information as the Seller and the relevant Purchase Order information to the counterpart and/or the relevant government departments in the case of any dispute arising between you and third parties caused by the transaction.
3.3 If you violate the Seller's obligations and the relevant agreements and rules of the POIZON Platform, POIZON Platform has the right to take actions including but not limited to suspending some or all services, cancelling Purchase Orders, account suspension, sales restrictions, fund freezing, and deduction of Performance Bond, and reserves the right to take further legal actions.
3.4 POIZON Platform is entitled to charge you the Service Fees based on the services provided to you, or change entity providing services to you based on business adjustment. The new entity will serve you in accordance with the provisions hereof, and such change will not affect your rights and interests hereunder. In the event of a dispute, you may confirm the subject of the dispute based on the specific services used and the party affecting your rights.
3.5 For the better provision of platform services, you understand and agree that the POIZON Platform is entitled to authorize their affiliates or other agents to fulfill its obligations under this Agreement. The POIZON Platform will ensure that such affiliates or agents fulfill our obligations under this Agreement and comply with policies and regulations of the areas that your products are sold to. Such arrangement will not affect the validity and effectiveness of this Agreement or the rights, obligations, and responsibilities of the Seller and the POIZON Platform under this Agreement.
3.6 You agree that if the POIZON Platform has settled your sales proceeds to you, but the products you sold are subject to returns and POIZON Platform or its designated entity has already provided compensation to the buyer, POIZON Platform’s designated entity reserves the right to claim ownership of the products sold by you.
IV. Service Fees
4.1 POIZON Service Fees
You shall pay POIZON Platform the Service Fees for the transaction of your products. The specific type and amount shall be subject to those displayed on the product listing page, seller rules page or other pages on the POIZON Platform. POIZON Platform is entitled to adjust the Service Fees in its sole discretion from time to time.
Under this Agreement, POIZON HOLDING PTE. LTD. is responsible for providing services such as the review of your service account application, network space, technical support, system maintenance, and product delivery, etc. POIZON HOLDING PTE. LTD. shall charge Seller Fees, Operation Service Fees, and other applicable fees (if any). POIZON GLOBAL Limited is responsible for providing seller settlement technology services on the platform and shall charge Seller Fees. This agreement shall replace the Seller Agreement previously signed between you, POIZON HOLDING PTE. LTD. and POIZON GLOBAL Limited (the “Previous Agreement”). You are aware and agree that, the scope of services and the corresponding charge model between the aforementioned entities shall be effective from the effective date of the Previous Agreement.
4.2 Freight, Inspection and Authentication Service Fees and Other Fees.
(1) You are required to bear the transportation costs of the products, including but not limited to international shipping fees, all customs duties, taxes, and any other related charges for the delivery of products to the POIZON Platform designated receiving address etc.
(2) The Service Fees you have already paid includes third-party product inspection and authentication service fees. However, please note that if, due to your own reasons (including but not limited to failed product inspection and authentication, product quality issues, etc.), a transaction order is canceled/terminated or other situations arise that require us to return the product to you, you will be responsible for the costs incurred, including product inspection and authentication service fees, packaging service fees, as well as courier logistics costs for returns. POIZON Platform reserves the right to deduct the corresponding fees directly from your Performance Bond or pending settlement funds.
You understand and agree that the Service Fees may be adjusted by POIZON Platform or the third party express/ logistics company. Please refer to the updated rules of us and the third party express/ logistics company.
V. Transaction Payment Processing Arrangement
5.1 Transaction payment processing services
Solely for the purpose of facilitating transactions on the POIZON Platform, you hereby authorize POIZON GLOBAL Limited (as one of the Joint Platform Operators) and/or our entrusted affiliates or agents in the relevant jurisdictions (collectively, the “Payment Collection Agent”) to collect, hold, and settle the proceeds from the sale of products and/or any other related amounts on your behalf in accordance with this Agreement. You acknowledge and agree that POIZON GLOBAL Limited (as one of the Joint Platform Operators Payment Collection Agent provides the aforementioned transaction payment processing services as an ancillary and value-added service of the POIZON Platform.
You acknowledge and agree that if the location of sale of products is in the United States, the Payment Collection Agents are POIZON GLOBAL Limited and our affiliate, POIZON INC, a company established in California, United States.
5.2 Role of the Payment Collection Agent in transaction payment processing services
Subject to your compliance with the terms of this Agreement and all relevant rules of the POIZON Platform:
(a) collect fund from buyers: upon a buyer purchasing your products on the POIZON Platform, the Payment Collection Agent shall collect the consideration for such transaction (“Purchase Price”) from the buyer on your behalf. You may check the Purchase Price received by the Payment Collection Agent on your behalf on any specific day through the POIZON Seller Center - Bill Management Center on the following day;
(b) deduct tax and charges: Upon successful collection of the seller's transaction proceeds, the Payment Collection Agent will deduct (i) any taxes required to be withheld or paid by the Payment Collection Agent or POIZON Platform under relevant laws, and (ii) Service Fees and other related amounts payable by you (such as liquidated damages, compensation, etc.) from the Transaction Price.
(c) Settlement of Funds to Seller: The Payment Collection Agent will settle the remaining amount to the seller within five(5) working days after the inspection and authentication of the products. If there are any discrepancies in the payment account information provided by you, updates or upgrades to bank systems, or events of force majeure, etc., the settlement time will be extended accordingly after the aforementioned issues are effectively resolved.
5.3 Effect of receipt of transaction payment by the Payment Collection Agent
You agree and understand that a payment received by the Payment Collection Agent on your behalf shall be deemed as completion of the buyer's obligation to make payment to you, regardless of whether the Payment Collection Agent settles such payment with you or not. If the Payment Collection Agent fails to make any such payment to you as described in this Agreement, your recourse is only against the Payment Collection Agent and not against the buyer.
5.4 No Entitlement to Interest on Outstanding Settlement Funds
You are not entitled to any interest or other income generated from the funds or any other related amounts held by the Payment Collection Agent on your behalf.
5.5 Other rights and obligations of the Payment Collection Agent
The Payment Collection Agent may comply with any government or judicial order to withhold or levy any amount payable to you, and after paying any such amount to a government agency or third party in accordance with a court order, the Payment Collection Agent will no longer be obligated to pay you such amounts.
The Payment Collection Agent reserves the right to cease providing any part of its transaction payment processing services at any time.
The Payment Collection Agent shall not be liable for any act or omission of the Seller (including but not limited to the seller's violation of this Agreement or any applicable laws).
You agree that we will send transaction progress information to the buyer to verify whether the buyer’s payment to the Payment Collection Agent fulfills the buyer's payment obligation for the Purchase Order.
VI. Performance bond (if applicable)
6.1 You agree to pre-authorize/refund the Performance bond according to the provisions herein and rules of POIZON Platform. The Performance bond will be used to guarantee your performance of contract.
6.2 Standards of Performance Bond
(1) POIZON Platform may collect a Performance Bond from you when you list to guarantee your transaction performance. The methods of collecting the Performance Bond include but are not limited to obtaining a pre-authorization on your credit card linked to your third-party payment account as Performance Bond (in USD).
(2) If you fail to provide a sufficient pre-authorization for the Performance Bond, you will be unable to list or sell products. Upon timely delivery of your products and inspection and authentication by us, and provided that you have not engaged in any illegal activities or violated platform rules, your Performance Bond will be released from freeze.
(3)If the Purchase Order is cancelled due to the Seller's reasons, or if transportation expenses are incurred for retrieving or returning consigned items, we will initiate deductions related to the transportation expenses and/or breach from the Seller's linked credit card. In the event of a failed deduction due to insufficient credit card limit or similar reasons, corresponding debts will be generated, and the POIZON Platform reserves the right to legally pursue your liability of the breach of contract. Sellers with outstanding debts will be unable to list normally, so please ensure that your credit card limit is sufficient.
6.3 In any following cases, POIZON Platform is entitled to deduct all the Performance Bond and reserves the right to stop providing services to you:
(1) If you violate laws, regulations, policies, this agreement, platform rules, or any other commitments you have made that result in damage to us, POIZON Platform reserves the right to deduct your Performance Bond in its entirety based on your breach of contract.
(2) If you fail to deliver the products within the specified time frame or provide false delivery information during the transaction, or if the items shipped do not meet the requirements in terms of style, size, color, etc., as listed on POIZON Platform, POIZON Platform has the right to directly deduct the entire frozen Performance Bond as the liquidated damage.
(3) If the product you provide does not meet the requirements of us or fails to pass the inspection or authentication, POIZON Platform can directly deduct the entire frozen Performance Bond .
(4) If you violate this Agreement ,POIZON Platform’s rules, or commit other illegal acts or infringe upon the legitimate rights and interests of us, and fail to make rectification within the reasonable period required by POIZON Platform, POIZON Platform is entitled to deduct the entire frozen Performance Bond from the Performance Bond account as the liquidated damage.
(5) If your Performance Bond has not been successfully deducted, POIZON Platform reserves the right to continue to collect the Performance Bond from you.
VII. Requirements on the Seller's listing and Shipment
7.1 Listing Products
You make listing for sales on the POIZON Platform, and POIZON Platform does not intervene in your listing.
7.2 Settlement of Payment
The settlement schedule, amount, and other terms governing the settlement of payment for the products you sell shall be determined solely by the information displayed on the POIZON Platform page.
7.3 Shipping Rules
Shipping rules, courier and shipment deadline, standards and requirements shall be subject to the order fulfillment rules displayed on the POIZON Platform.
7.4 Other Shipping Notices
(1) You may voluntarily choose to use the shipping services provided by the logistics and express companies cooperating with POIZON Platform, and acknowledge that there is a certain compensation limit for any damage to products involved in the services.Please refer to the POIZON Platform rules for specific service rates, compensation limits, and claims procedures.
(2) If abnormalities occur during the warehousing and delivery process due to your own reasons (such as incorrect delivery of products, over-delivery, or incorrect delivery information), and you fail to cure the abnormalities and provide a solution within 14 days from the date of notification by POIZON Platform or third-party logistics and express companies, we shall have the right to dispose of the products, including destruction. You understand and undertake that we have the right to recover expenses incurred as a result. Please refer to the POIZON Platform rules for specific terms.
VIII. Product inspection and authentication
8.1 You shall examine and verify the good before delivering it to POIZON Platform for inspection and authentication to ensure that the good does not have the following problems. POIZON Platform will inspect and authenticate your product as per the following inspection and authentication standards. POIZON Platform reserves the right to revise the inspection and authentication standards outlined in Section 8.1 from time to time. The specific regulations and rules shall be determined by the guidelines displayed on the POIZON Platform:
Products except for watches:
(1) The product has obvious quality problems, such as oxidation, glue failure, cracking, stains, scratches, dyeing, breakage, abrasion, etc.;
(2) Name, model, color or size of the product is inconsistent with the Purchase Order;
(3) The product does not match with the outer box (outer package) and accessories;
(4) The product is short of accessories, including but not limited to shoe-pad, box cover, hang tag, etc.;
(5) The product shows obvious signs of use;
(6) The product is obviously suspected to be counterfeit goods.
Watches:
(1) The product has obvious quality problems, such as oxidation, scratches, stains, collisions, abrasion, short of accessories, etc.;
(2) The product does not match the Purchase Order information in terms of name, brand series, packaging, model, color, etc.;
(3) The product does not match with the outer box (outer package) and accessories;
(4) The product is missing accessories, or the accessories are not complete, including but not limited to watch boxes, instructions, tags, etc.;
(5) The product's outer packaging is damaged, severely creased, or torn, etc.;
(6) The product has functional abnormalities, malfunctions, inaccurate timekeeping for mechanical watches, quartz watches with no battery power, and issues with hands not moving in sync, etc.,
(7) The product shows obvious signs of use;
(8) The product is obviously suspected to be counterfeit goods;
(9) The product appears to deviate significantly from the original factory manufacturing process and configuration.
8.2 To ensure the quality of product, POIZON Platform may entrust a third-party inspection and authentication services provider to unpack, inspect and authenticate the product. Once the inspection and authentication are passed, the product will be repackaged and shipped to the buyer.
8.3 If your product fails to pass the inspection and authentication, POIZON Platform is entitled to cancel the Purchase Order, deduct your performance bond, and return the product to you at your expense. We also have the right to recover from you the incurred express delivery charges, customs clearance fees, taxes, and other expenses that may be involved.
8.4 You acknowledge and warrant that the information provided to POIZON Platform regarding the safe use and expiration date of the products is accurate, truthful, and valid, and complies with all applicable regulations concerning product quality and safety in the consumer's jurisdiction. Furthermore, you agree to assume all legal liabilities arising from any inaccuracies in the expiration date information of the products and any other product quality and safety issues.
IX. Termination
9.1 Circumstances of termination
[Termination by the Seller] You are entitled to terminate this Agreement in any of the following circumstances:
(1) You may terminate your account through the Platform’s self-service account closure process when you meet the account closure conditions published by POIZON Platform
(2) You cease using and explicitly express your unwillingness to accept the proposed changes before the effective date of the changes;
(3) You expressly indicate your unwillingness to continue using seller services and meet the termination conditions of the POIZON Platform.
[Termination by POIZON Platform] In any of the following circumstances, POIZON Platform is entitled to terminate this Agreement by serving a written or oral notice to you:
(1) Where you breach this Agreement, the Terms of Use, and the relevant policies and terms, POIZON Platform will terminate this Agreement in accordance with the relevant clause;
(2) If you engage in activities such as unauthorized use of another person's account, posting prohibited content, fraudulent activities, selling counterfeit goods, disrupting market order, or seeking profit through improper means, POIZON Platform may suspend your account in accordance with POIZON Platform rules.
(3) In addition to the aforementioned circumstances, if you repeatedly violate the relevant rules of the POIZON Platform and the circumstances are severe, the POIZON Platform may suspend your account in accordance with POIZON Platform rules;
(4) You are engaged in fraudulent activities, posting or selling counterfeit/infringing products, infringing on the legitimate rights and interests of others, or other serious illegal or non-compliant behaviors;
(5) Other circumstances causing the termination of services.
9.2 Post-termination matters
(1) After termination of this Agreement, POIZON Platform still reserves the right to, within the scope permitted by law, continue to retain all kinds of information left by you on POIZON Platform; for your past violations, we may still hold you accountable for your violation of this Agreement.
(2) After the termination of this Agreement, for the Purchase Order generated during the term of this Agreement, POIZON Platform may notify the buyer and decide whether to close such Purchase Order based on the buyer's willingness. If the buyer requests to continue the transaction, you should continue to fulfill the terms of this Agreement and the Purchase Orders, and bear any losses or additional expenses incurred.
X. Miscellaneous
10.1 Governing laws and jurisdiction.
This Agreement and any actions related thereto shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of laws of Singapore or any other jurisdiction.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The arbitration shall be determined by one or three arbitrators in accordance with the SIAC Rules. The language of the arbitration shall be English.
10.2 Severability. If any provision hereof becomes abolished, invalid or unenforceable, the provision shall be deemed as severable and shall not affect the validity and enforceability of the remaining provisions herein.
10.3 This Agreement was stipulated and published by POIZON Platform and is an integral part of the Terms of Use. POIZON Platform is entitled to adjust and modify this Agreement, and notify you by updating the relative agreement or by other means before effectiveness. If you disagree with the effective change, you shall stop using the seller services of POIZON Platform from the effective date of the change, and the change will not be binding on you. Otherwise, it will be deemed that you agree to the effective change.
10.4 This Agreement may be translated into several languages, the English version shall prevail and control in all aspects and in the event of discrepancies or inconsistencies between the English and translated versions.
10.5 If you have any questions, complaints, feedback, or suggestions regarding this agreement, please do not hesitate to communicate with us through the following contact methods. We are more than happy to provide you with assistance and address your concerns.
Contact E-mail Address: support@poizon.com