TikTok Shop Logistics Terms
08/22/2024
(For residents of and entities based in the United States of America)
Last Updated: November 9, 2022
Please read these TikTok Shop Logistics Terms carefully!
These TikTok Shop Logistics Terms are between You, a merchant of TikTok Shop (“You” or “Merchant”), and TikTok Inc. (“TikTok” or “we”), the operator for TikTok Shop, for the provision of logistics services by TikTok to You (“Logistics Services”) for the products (“Product(s)”) sold by You to a buyer (“Buyer”) on TikTok Shop.
These Logistics Terms, together with Merchant Terms of Service for TikTok Shop (“Merchant Terms”), TikTok for Business Commercial Terms of Service (“Commercial Terms”), and other terms, rules, guidelines and policies applicable to Merchants set out the terms and conditions for Your use of the Logistics Services.
1.1. You agree that if you elect to use the Logistics Services, in addition to the Merchant Terms, these Logistics Terms will apply to you.
2.1. We may amend these Logistics Terms and Logistics Services. We are constantly innovating, changing and improving the Logistics Services. We may also amend these Logistics Terms from time to time, for instance, when we update the requirements of the Logistics Services, or when there are regulatory changes that impact these Logistics Terms or the Logistics Services.
2.2. You should check the updates from time to time. We will provide reasonable advance notice, such as through a notice on TikTok Shop or an in-app notification in “Seller Center” of any material modifications to these Logistics Terms. You should review these Logistics Terms regularly to check for such relevant changes. We will update the “Last Updated” date at the top of these Logistics Terms to reflect the effective date of the most recently updated version of these Logistics Terms. As we do not permit the use of the Logistics Services by persons who do not agree to these Logistics Terms, Your continued access or use of the Logistics Services after the date of the new Logistics Terms constitutes Your acceptance of such new Logistics Terms. If You do not agree to the new Logistics Terms, You shall stop accessing or using the Logistics Services. For modifications to these Logistics Terms or to the Logistics Services that are made to meet security, safety, legal or regulatory requirements, we may not be able to notify You in advance, but we make available relevant notice to You as soon as practicable.
4.1. You shall arrange for shipping Your Products to the Carriers or the Fulfillment Warehouses. You shall be solely responsible for arranging and paying for the shipment of Your Products to: (i) the carriers’ locations if you choose the Ship by TikTok service; and (ii) the fulfillment warehouses designated by TikTok (the “Fulfillment Warehouses”) if you choose to use any fulfillment services provided by TikTok. You may ship the Product to the Fulfillment Warehouses directly Yourself or through a third party engaged by You. For the avoidance of doubt, TikTok does not provide logistics services to You in connection with Your Products before they are duly received at the Fulfillment Warehouses and shall not be liable to You in any manner in connection therewith. You shall comply with the TikTok Shop Customer Order Shipping Guidelines and any other applicable policies and guidelines made available in the Seller Academy.
4.2. We have the option to reject shipment of certain Products. We have the right to refuse to provide Logistics Services for a Product if in our view the handling and/or delivery of such Product is unsafe, illegal or non-compliant with the policies of TikTok or its delegates or subcontractors, such as any items specified in the TikTok Shop Prohibited Products Guidelines and the TikTok Shop Restricted Products Guidelines, or any item that is not properly identified, described, marked or packaged to ensure safe delivery.
4.3. We decide the methods of transportation. TikTok may use any methods, routes, means and procedures of transportation, storage, loading or unloading, at TikTok’s sole discretion for the purpose of performing the Logistics Services without notice to You.
4.4. Time is not of essence. Unless otherwise specifically agreed by TikTok in writing, time shall not be of essence under these Logistics Terms. Unless otherwise expressly agreed in writing by TikTok that a Product shall depart or arrive by a particular date or time, TikTok accepts no responsibility for the date and time of the departure or arrival of the Products. Any date or time (if any) provided by TikTok prior to or when You make the Purchase or otherwise (other than the date and time indicated in the final waybill) is solely an estimated date or time for information purpose only.
4.5. Logistics Services may be limited to certain areas. Logistics Services may not be available in certain areas in certain states. If the delivery address is out of the delivery areas or states, the order for the delivery of the Product will be canceled by TikTok without liability.
4.6. Incomplete Delivery.
(a) If for any reason after delivery of the Product to the Fulfillment Warehouses by You, the Logistics Services cannot be completed, the Product is not delivered to the Buyer ("Incomplete Delivery"), and the Product has not left the state from which the Products were shipped by You, You shall be responsible for arranging and paying for the return of the Product to You from the Fulfillment Warehouses notified to You by TikTok. You will not be entitled to any refund, compensation or damages in such event.
(b) In the event of Incomplete Delivery and the Product has left the state from which the Products were shipped by You, the Products will not be returned to You and may be disposed of by TikTok, its delegates or subcontractors in any way that TikTok sees fit. You will not be entitled to any refund, compensation or damages in such event.
5.1. We will not handle or deliver Prohibited Items. You shall comply with all laws, regulations and rules applicable to the handling, transit and delivery of the Products through to their final destination. You agree that You shall not deliver to TikTok or cause TikTok to receive or handle goods that are prohibited in the TikTok Prohibited Products Guidelines, goods that are restricted in the TikTok Restricted Products Guidelines without proper approvals in accordance therewith, or goods prohibited under applicable law for shipment (“Prohibited Items”).
5.2. We have the right to dispose of Prohibited Items. If a Prohibited Item comes into the possession of TikTok or its delegates or subcontractors, TikTok has the right to: (i) request You to pick up such Prohibited Items at Your cost and expense, or (ii) destroy, or otherwise dispose such Prohibited Items at TikTok’s sole discretion at Your cost and expense without TikTok, its delegates or subcontractors incurring any liability to You. You shall provide TikTok, its delegates and subcontractors with all assistance and information and take all measures or actions requested in connection with the handling or disposal of such Products at Your own cost and expense. Without limiting the generality of the above, You remain responsible for paying the Fees for the order containing Prohibited Items and such Fees are non-refundable.
5.3. Prohibited Items may be confiscated or otherwise disposed of by the relevant authorities. You expressly acknowledge and agree that the Prohibited Items handed over by You to us may be confiscated or otherwise disposed of by the authorities during the course of shipment. You shall be solely liable for Your losses, damages, or costs arising from such confiscation or disposal of Your Prohibited Items.
6.1. Products shipped will be subject to certain requirements. Products may be subject to certain requirements and restrictions for shipment (e.g., weight, size), which, if applicable, we may notify You (such as in the “Seller Center” or otherwise) from time to time. Such requirements and restrictions may vary from state to state, depending on the destination of shipment, the route, or manner of transportation, etc. TikTok has the right to refuse to provide Logistics Services for Products which fail to satisfy such requirements or restrictions.
6.2. Some Products may need special handling or care. Certain Products may require special handling or care for transportation, such as frozen or fragile goods. You undertake not to tender for transportation any Products which require special handling or care without obtaining prior written consent of TikTok and providing all information required by TikTok (e.g., nature of the Products, temperature range to be maintained). If the above requirements are not satisfied, TikTok shall not be liable for any loss or damage of such Products.
6.3. No infringing Products are permitted. You agree that You shall not deliver or seek to deliver any Products which infringe on the copyright, trademark, patent or other intellectual property rights or proprietary right of any third party. For further information, please refer to the TikTok Shop Intellectual Property Policy and the TikTok Anti-Counterfeit Policy.
6.4. You shall have title to the Products. You represent that You have the legitimate ownership or legal possession of the Products delivered under these Logistics Terms.
6.5. You shall accurately declare the value of the Products. You shall accurately declare the value of the Products shipped by TikTok if value declaration is required. To the extent necessary and permitted by applicable law, TikTok may declare the value of certain Products on Your behalf to provide the Logistics Services and to provide relevant information to the relevant authorities responsible for calculating taxes.
6.6. You shall provide accurate information and assistance. You shall provide accurate, authentic, complete and sufficient information and documentation to TikTok in connection with the Products, Merchant and/or Buyer, and shall provide TikTok with all assistance and cooperation, and take all measures and actions required by TikTok, in connection with TikTok’s performance of the Logistics Services hereunder, including for inspection, quarantine, taxes of the Products.
6.7. Packaging of Products. You shall be solely responsible for packaging, packing, labeling and preparing the Products securely, properly and sufficiently. The packaging of the Products shall be good enough to ensure that the Products will not be damaged in transit. TikTok shall not be liable for any losses or damage of the Products which are improperly or insufficiently packaged, packed, labeled or prepared, no matter how such loss or damage is caused.
7.1. You shall be liable for the content of the Product. TikTok does not have the obligation to verify the content of the Product handed over by You for delivery, unless otherwise required by applicable law. The delivery documentation consists of only a receipt of the number of packages that were externally visible to carriers and does not act as a receipt of the number of Products or items that are not readily and reasonably visible to carriers at the time of delivery to carriers.
7.2. We have the right but no obligation to inspect the Products. TikTok has the right but no obligation to, whether by itself or through its delegates, agents, or subcontractors, open or inspect the Products. If it appears from visual inspection or technical inspection that the Product is in whole or in part not suitable for delivery or is otherwise in breach of these Logistics Terms, pursuant to these Logistics Terms or as required by applicable laws and regulations, TikTok has the right, at its sole discretion to: (i) stop Logistics Services for such Product, (ii) return the Products to You at Your cost and expense, (iii) continue to deliver the Product as is, or (iv) dispose the Product without liability to You at Your cost and expense. TikTok’s right to inspect the Product does not release You from any of its obligations hereunder (including Your warranty that You shall not ship any Prohibited Items).
On or after the delivery of the Product by TikTok, if You and Buyer agree on the return of the Product, the manner and cost for such return shall be handled by You and Buyer. TikTok shall have no responsibility for such return, unless otherwise agreed to by TikTok.
9.2. Settlement and Invoice. TikTok will settle the Fees with You on every 1st and 16th day of each month. TikTok shall issue invoices to You at Your request.
9.3. Payment. You agree that all Fees due and payable to TikTok will be deducted from payments made by Buyers for purchasing the Products, and You have authorized TikTok's acquiring bank to deduct or withhold from payments from Buyers any Fees and transfer such Fees to TikTok.
9.4. Taxes. You shall be responsible for all applicable taxes imposed on any amount payable by you for the Logistics Services hereunder, including but not limited to, sales and use taxes, value added taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government-imposed surcharges.
You shall indemnify, defend and hold harmless TikTok, its affiliates, subcontractors, logistics service providers, and their respective employees, officers, managers, agents (“TikTok Indemnitees”) against all claims, damages, costs, expenses, fines, penalties, levies, demands and other liabilities incurred by TikTok Indemnitees arising out of, resulting from or in connection with (a) Your breach of any representation, warranties, covenants, undertakings, agreement or obligations hereunder (including handover or attempt to ship Prohibited Items or Product that infringe any third party intellectual property rights, Your failure to accurately declare the value of the Products, Your failure to provide accurate, complete, authentic information or take actions reasonably required by TikTok under these Logistics Terms); (b) Your failure to comply with any and all applicable laws that apply to You; (c) Your negligence, gross negligence, or willful misconduct; and (d) any tax demands or other charges or contributions relating to the our provision of the Logistic Services to You under these Logistics Terms.
11.1. Exclusion of Liabilities. Except for any liabilities that cannot be disclaimed under the applicable law, TikTok will not be responsible for any of the following liabilities that may arise in connection with the Merchant's use of the Logistics Services, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) ANY LOSS OF PROFITS OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF DATA, USE, GOODWILL, OR INTANGIBLE LOSSES, EVEN IF TIKTOK HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. Further, TikTok will in no event be liable and will be released from any liabilities for the delay in delivery, loss or damage of products, if such delay, loss or damage is caused by, arising from, in connection with or result from:
(a) negligence, gross negligence, or willful misconduct of Merchant;
(b) Failure of Merchant to comply with the provisions of these Logistics Terms;
(c) Compliance with instructions of Merchant;
(d) Defective or insufficient packing or packaging of the Products;
(e) Defects of the products and loss or damages arising therefrom or in connection therewith;
(f) Inaccurate, false, insufficient, incomplete, wrong information of the products provided by Merchant;
(g) Inaccurate, false, insufficient, incomplete, wrong information of Merchant or Buyer;
(h) Failure, suspension or interruption of the service of TikTok shop or other systems supporting logistics services due to maintenance (planned or not) or due to failure of internet, equipment, power, telecommunication service or cloud service;
(i) Force Majeure Event (as defined in Clause 13.1); or
(j) Any other event or reason not attributable to TikTok or the performance of the Logistics Services by TikTok (including any delay, loss or damage to the Product(s) caused by Merchants, or due to events beyond the reasonable control of TikTok).
11.2. Liability Cap. UNDER ALL CIRCUMSTANCES AND SUBJECT TO THE PROVISIONS OF THIS CLAUSE 11 (LIMITATION OF LIABILITIES), TIKTOK'S TOTAL AGGREGATE LIABILITY THAT MAY ARISE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE UNDER THESE LOGISTICS TERMS IS LIMITED TO THE TOTAL LOGISTICS FEES AND CHARGES INCURRED BY YOU IN THE 30 DAYS PRIOR TO THE CAUSE OF ACTION.
11.3. Warranty Disclaimer. TIKTOK HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE LOGISTICS SERVICES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT FOR THOSE THAT ARE EXPRESSLY SET OUT IN THESE LOGISTICS TERMS.
12.1. Mutual Termination for Convenience. Each party may terminate these Logistics Terms without cause by giving the other party not less than sixty (60) days’ written notice.
12.2. Mutual Termination for Cause. Each party may terminate these Logistics Terms immediately:
(a) if the other party is in material breach of its obligations hereunder and that breach is incapable of remedy, or if the breach is capable of remedy, the other party has failed to remedy the breach within thirty (30) days after the other party receiving written notice from the non-breaching party to remedy that breach; or
(b) if the other party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors.
12.3. TikTok’s Right to Terminate for Cause. TikTok may terminate these Logistics Terms immediately by written notice without liability to You, if (a) You are in breach of any representation, warranties, or undertakings hereunder or under the Merchant Terms or the Commercial Terms; or (b) You have repeatedly breached these Logistics Terms.
12.4. Suspension or Termination under Merchant TOS. Merchant expressly acknowledges that (a) the termination of these Logistics Terms for any reason will result in the automatic termination of the Merchant Terms between You and TikTok, and the termination of the Merchant Terms between You and TikTok for any reason will automatically terminate these Logistics Terms; and (b) any suspension of Your account under the Merchant Terms will result in the suspension of the Logistics Services hereunder.
12.5. On-going Orders. Notwithstanding anything to the contrary therein, If (a) there are outstanding orders between You and Buyer as of the termination date of these Logistics Terms, these Logistics Terms shall be extended until the Logistics Services for all such orders have been performed, (b) there are outstanding orders between You and Buyer as of the suspension date of the Logistics Services, TikTok shall continue to provide the Logistics Services for such orders, provided that such orders and the provision of Logistics Services for such orders are not in breach of the Merchant Terms, the Commercial Terms, these Logistics Terms, TikTok Shop policies or guidelines, or applicable law.
12.6. Effect of Termination. The termination of these Logistics Terms shall not relieve any party of obligations accrued prior to the date of termination.
12.7. Survival. This Clause 12.7 and Clauses 3, 9, 10, 11, 12.6, and 13 will survive the termination of these Logistics Terms.
13.1. Force Majeure Event. TikTok will not be liable for any delay or failure to perform any of its obligations under these Logistics Terms for reasons, events or other matters beyond its reasonable control. (each, a “Force Majeure Event”), including flood, wildfire, blizzard, mudslide, tornado, tidal wave, hurricane, pandemic, epidemic, war, terrorism, act or omission of authorities, change of law or regulation, or other act of God.
13.2. Our contact information. If You have any questions or claims in connection with the Logistics Services or these Logistics Terms, please contact us at e-commerce@tiktok.com.
Last Updated: November 9, 2022
Please read these TikTok Shop Logistics Terms carefully!
These TikTok Shop Logistics Terms are between You, a merchant of TikTok Shop (“You” or “Merchant”), and TikTok Inc. (“TikTok” or “we”), the operator for TikTok Shop, for the provision of logistics services by TikTok to You (“Logistics Services”) for the products (“Product(s)”) sold by You to a buyer (“Buyer”) on TikTok Shop.
These Logistics Terms, together with Merchant Terms of Service for TikTok Shop (“Merchant Terms”), TikTok for Business Commercial Terms of Service (“Commercial Terms”), and other terms, rules, guidelines and policies applicable to Merchants set out the terms and conditions for Your use of the Logistics Services.
1. Acceptance of these Logistics Terms
1.1. You agree that if you elect to use the Logistics Services, in addition to the Merchant Terms, these Logistics Terms will apply to you.
2.Changes to these Logistics Terms and Logistics Services
2.1. We may amend these Logistics Terms and Logistics Services. We are constantly innovating, changing and improving the Logistics Services. We may also amend these Logistics Terms from time to time, for instance, when we update the requirements of the Logistics Services, or when there are regulatory changes that impact these Logistics Terms or the Logistics Services.
2.2. You should check the updates from time to time. We will provide reasonable advance notice, such as through a notice on TikTok Shop or an in-app notification in “Seller Center” of any material modifications to these Logistics Terms. You should review these Logistics Terms regularly to check for such relevant changes. We will update the “Last Updated” date at the top of these Logistics Terms to reflect the effective date of the most recently updated version of these Logistics Terms. As we do not permit the use of the Logistics Services by persons who do not agree to these Logistics Terms, Your continued access or use of the Logistics Services after the date of the new Logistics Terms constitutes Your acceptance of such new Logistics Terms. If You do not agree to the new Logistics Terms, You shall stop accessing or using the Logistics Services. For modifications to these Logistics Terms or to the Logistics Services that are made to meet security, safety, legal or regulatory requirements, we may not be able to notify You in advance, but we make available relevant notice to You as soon as practicable.
3.TikTok’s Role
Nothing hereunder shall be construed as TikTok being a party of the agreement between You and Buyer for the sale and purchase of the Product. TikTok’s provision of the Logistics Services to You shall not be deemed, expressly or by implication, as a representation, warranty or endorsement of the quality, legality, or compliance of the Product sold by You. You shall be solely responsible for the Product You sell to Buyer.4.Logistics Services
4.1. You shall arrange for shipping Your Products to the Carriers or the Fulfillment Warehouses. You shall be solely responsible for arranging and paying for the shipment of Your Products to: (i) the carriers’ locations if you choose the Ship by TikTok service; and (ii) the fulfillment warehouses designated by TikTok (the “Fulfillment Warehouses”) if you choose to use any fulfillment services provided by TikTok. You may ship the Product to the Fulfillment Warehouses directly Yourself or through a third party engaged by You. For the avoidance of doubt, TikTok does not provide logistics services to You in connection with Your Products before they are duly received at the Fulfillment Warehouses and shall not be liable to You in any manner in connection therewith. You shall comply with the TikTok Shop Customer Order Shipping Guidelines and any other applicable policies and guidelines made available in the Seller Academy.
4.2. We have the option to reject shipment of certain Products. We have the right to refuse to provide Logistics Services for a Product if in our view the handling and/or delivery of such Product is unsafe, illegal or non-compliant with the policies of TikTok or its delegates or subcontractors, such as any items specified in the TikTok Shop Prohibited Products Guidelines and the TikTok Shop Restricted Products Guidelines, or any item that is not properly identified, described, marked or packaged to ensure safe delivery.
4.3. We decide the methods of transportation. TikTok may use any methods, routes, means and procedures of transportation, storage, loading or unloading, at TikTok’s sole discretion for the purpose of performing the Logistics Services without notice to You.
4.4. Time is not of essence. Unless otherwise specifically agreed by TikTok in writing, time shall not be of essence under these Logistics Terms. Unless otherwise expressly agreed in writing by TikTok that a Product shall depart or arrive by a particular date or time, TikTok accepts no responsibility for the date and time of the departure or arrival of the Products. Any date or time (if any) provided by TikTok prior to or when You make the Purchase or otherwise (other than the date and time indicated in the final waybill) is solely an estimated date or time for information purpose only.
4.5. Logistics Services may be limited to certain areas. Logistics Services may not be available in certain areas in certain states. If the delivery address is out of the delivery areas or states, the order for the delivery of the Product will be canceled by TikTok without liability.
4.6. Incomplete Delivery.
(a) If for any reason after delivery of the Product to the Fulfillment Warehouses by You, the Logistics Services cannot be completed, the Product is not delivered to the Buyer ("Incomplete Delivery"), and the Product has not left the state from which the Products were shipped by You, You shall be responsible for arranging and paying for the return of the Product to You from the Fulfillment Warehouses notified to You by TikTok. You will not be entitled to any refund, compensation or damages in such event.
(b) In the event of Incomplete Delivery and the Product has left the state from which the Products were shipped by You, the Products will not be returned to You and may be disposed of by TikTok, its delegates or subcontractors in any way that TikTok sees fit. You will not be entitled to any refund, compensation or damages in such event.
5.Prohibited Items
5.1. We will not handle or deliver Prohibited Items. You shall comply with all laws, regulations and rules applicable to the handling, transit and delivery of the Products through to their final destination. You agree that You shall not deliver to TikTok or cause TikTok to receive or handle goods that are prohibited in the TikTok Prohibited Products Guidelines, goods that are restricted in the TikTok Restricted Products Guidelines without proper approvals in accordance therewith, or goods prohibited under applicable law for shipment (“Prohibited Items”).
5.2. We have the right to dispose of Prohibited Items. If a Prohibited Item comes into the possession of TikTok or its delegates or subcontractors, TikTok has the right to: (i) request You to pick up such Prohibited Items at Your cost and expense, or (ii) destroy, or otherwise dispose such Prohibited Items at TikTok’s sole discretion at Your cost and expense without TikTok, its delegates or subcontractors incurring any liability to You. You shall provide TikTok, its delegates and subcontractors with all assistance and information and take all measures or actions requested in connection with the handling or disposal of such Products at Your own cost and expense. Without limiting the generality of the above, You remain responsible for paying the Fees for the order containing Prohibited Items and such Fees are non-refundable.
5.3. Prohibited Items may be confiscated or otherwise disposed of by the relevant authorities. You expressly acknowledge and agree that the Prohibited Items handed over by You to us may be confiscated or otherwise disposed of by the authorities during the course of shipment. You shall be solely liable for Your losses, damages, or costs arising from such confiscation or disposal of Your Prohibited Items.
6.Requirements of Products Shipment
6.1. Products shipped will be subject to certain requirements. Products may be subject to certain requirements and restrictions for shipment (e.g., weight, size), which, if applicable, we may notify You (such as in the “Seller Center” or otherwise) from time to time. Such requirements and restrictions may vary from state to state, depending on the destination of shipment, the route, or manner of transportation, etc. TikTok has the right to refuse to provide Logistics Services for Products which fail to satisfy such requirements or restrictions.
6.2. Some Products may need special handling or care. Certain Products may require special handling or care for transportation, such as frozen or fragile goods. You undertake not to tender for transportation any Products which require special handling or care without obtaining prior written consent of TikTok and providing all information required by TikTok (e.g., nature of the Products, temperature range to be maintained). If the above requirements are not satisfied, TikTok shall not be liable for any loss or damage of such Products.
6.3. No infringing Products are permitted. You agree that You shall not deliver or seek to deliver any Products which infringe on the copyright, trademark, patent or other intellectual property rights or proprietary right of any third party. For further information, please refer to the TikTok Shop Intellectual Property Policy and the TikTok Anti-Counterfeit Policy.
6.4. You shall have title to the Products. You represent that You have the legitimate ownership or legal possession of the Products delivered under these Logistics Terms.
6.5. You shall accurately declare the value of the Products. You shall accurately declare the value of the Products shipped by TikTok if value declaration is required. To the extent necessary and permitted by applicable law, TikTok may declare the value of certain Products on Your behalf to provide the Logistics Services and to provide relevant information to the relevant authorities responsible for calculating taxes.
6.6. You shall provide accurate information and assistance. You shall provide accurate, authentic, complete and sufficient information and documentation to TikTok in connection with the Products, Merchant and/or Buyer, and shall provide TikTok with all assistance and cooperation, and take all measures and actions required by TikTok, in connection with TikTok’s performance of the Logistics Services hereunder, including for inspection, quarantine, taxes of the Products.
6.7. Packaging of Products. You shall be solely responsible for packaging, packing, labeling and preparing the Products securely, properly and sufficiently. The packaging of the Products shall be good enough to ensure that the Products will not be damaged in transit. TikTok shall not be liable for any losses or damage of the Products which are improperly or insufficiently packaged, packed, labeled or prepared, no matter how such loss or damage is caused.
7.Inspection of Products
7.1. You shall be liable for the content of the Product. TikTok does not have the obligation to verify the content of the Product handed over by You for delivery, unless otherwise required by applicable law. The delivery documentation consists of only a receipt of the number of packages that were externally visible to carriers and does not act as a receipt of the number of Products or items that are not readily and reasonably visible to carriers at the time of delivery to carriers.
7.2. We have the right but no obligation to inspect the Products. TikTok has the right but no obligation to, whether by itself or through its delegates, agents, or subcontractors, open or inspect the Products. If it appears from visual inspection or technical inspection that the Product is in whole or in part not suitable for delivery or is otherwise in breach of these Logistics Terms, pursuant to these Logistics Terms or as required by applicable laws and regulations, TikTok has the right, at its sole discretion to: (i) stop Logistics Services for such Product, (ii) return the Products to You at Your cost and expense, (iii) continue to deliver the Product as is, or (iv) dispose the Product without liability to You at Your cost and expense. TikTok’s right to inspect the Product does not release You from any of its obligations hereunder (including Your warranty that You shall not ship any Prohibited Items).
8.Return of Products by Buyer
On or after the delivery of the Product by TikTok, if You and Buyer agree on the return of the Product, the manner and cost for such return shall be handled by You and Buyer. TikTok shall have no responsibility for such return, unless otherwise agreed to by TikTok.
9.Fees and Payment
9.1. Fees. As consideration for the Logistics Services under these Logistics Terms, You shall pay the fees and charges (“Fees”) for the Logistics Services as indicated in the Seller Center. TikTok may, in its sole discretion, amend the Fees from time to time and will inform You of such amendment by email or through the Seller Center.9.2. Settlement and Invoice. TikTok will settle the Fees with You on every 1st and 16th day of each month. TikTok shall issue invoices to You at Your request.
9.3. Payment. You agree that all Fees due and payable to TikTok will be deducted from payments made by Buyers for purchasing the Products, and You have authorized TikTok's acquiring bank to deduct or withhold from payments from Buyers any Fees and transfer such Fees to TikTok.
9.4. Taxes. You shall be responsible for all applicable taxes imposed on any amount payable by you for the Logistics Services hereunder, including but not limited to, sales and use taxes, value added taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government-imposed surcharges.
10.Indemnification
You shall indemnify, defend and hold harmless TikTok, its affiliates, subcontractors, logistics service providers, and their respective employees, officers, managers, agents (“TikTok Indemnitees”) against all claims, damages, costs, expenses, fines, penalties, levies, demands and other liabilities incurred by TikTok Indemnitees arising out of, resulting from or in connection with (a) Your breach of any representation, warranties, covenants, undertakings, agreement or obligations hereunder (including handover or attempt to ship Prohibited Items or Product that infringe any third party intellectual property rights, Your failure to accurately declare the value of the Products, Your failure to provide accurate, complete, authentic information or take actions reasonably required by TikTok under these Logistics Terms); (b) Your failure to comply with any and all applicable laws that apply to You; (c) Your negligence, gross negligence, or willful misconduct; and (d) any tax demands or other charges or contributions relating to the our provision of the Logistic Services to You under these Logistics Terms.
11.Limitation of Liabilities
11.1. Exclusion of Liabilities. Except for any liabilities that cannot be disclaimed under the applicable law, TikTok will not be responsible for any of the following liabilities that may arise in connection with the Merchant's use of the Logistics Services, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) ANY LOSS OF PROFITS OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF DATA, USE, GOODWILL, OR INTANGIBLE LOSSES, EVEN IF TIKTOK HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. Further, TikTok will in no event be liable and will be released from any liabilities for the delay in delivery, loss or damage of products, if such delay, loss or damage is caused by, arising from, in connection with or result from:
(a) negligence, gross negligence, or willful misconduct of Merchant;
(b) Failure of Merchant to comply with the provisions of these Logistics Terms;
(c) Compliance with instructions of Merchant;
(d) Defective or insufficient packing or packaging of the Products;
(e) Defects of the products and loss or damages arising therefrom or in connection therewith;
(f) Inaccurate, false, insufficient, incomplete, wrong information of the products provided by Merchant;
(g) Inaccurate, false, insufficient, incomplete, wrong information of Merchant or Buyer;
(h) Failure, suspension or interruption of the service of TikTok shop or other systems supporting logistics services due to maintenance (planned or not) or due to failure of internet, equipment, power, telecommunication service or cloud service;
(i) Force Majeure Event (as defined in Clause 13.1); or
(j) Any other event or reason not attributable to TikTok or the performance of the Logistics Services by TikTok (including any delay, loss or damage to the Product(s) caused by Merchants, or due to events beyond the reasonable control of TikTok).
11.2. Liability Cap. UNDER ALL CIRCUMSTANCES AND SUBJECT TO THE PROVISIONS OF THIS CLAUSE 11 (LIMITATION OF LIABILITIES), TIKTOK'S TOTAL AGGREGATE LIABILITY THAT MAY ARISE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE UNDER THESE LOGISTICS TERMS IS LIMITED TO THE TOTAL LOGISTICS FEES AND CHARGES INCURRED BY YOU IN THE 30 DAYS PRIOR TO THE CAUSE OF ACTION.
11.3. Warranty Disclaimer. TIKTOK HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE LOGISTICS SERVICES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT FOR THOSE THAT ARE EXPRESSLY SET OUT IN THESE LOGISTICS TERMS.
12.Termination
12.1. Mutual Termination for Convenience. Each party may terminate these Logistics Terms without cause by giving the other party not less than sixty (60) days’ written notice.
12.2. Mutual Termination for Cause. Each party may terminate these Logistics Terms immediately:
(a) if the other party is in material breach of its obligations hereunder and that breach is incapable of remedy, or if the breach is capable of remedy, the other party has failed to remedy the breach within thirty (30) days after the other party receiving written notice from the non-breaching party to remedy that breach; or
(b) if the other party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors.
12.3. TikTok’s Right to Terminate for Cause. TikTok may terminate these Logistics Terms immediately by written notice without liability to You, if (a) You are in breach of any representation, warranties, or undertakings hereunder or under the Merchant Terms or the Commercial Terms; or (b) You have repeatedly breached these Logistics Terms.
12.4. Suspension or Termination under Merchant TOS. Merchant expressly acknowledges that (a) the termination of these Logistics Terms for any reason will result in the automatic termination of the Merchant Terms between You and TikTok, and the termination of the Merchant Terms between You and TikTok for any reason will automatically terminate these Logistics Terms; and (b) any suspension of Your account under the Merchant Terms will result in the suspension of the Logistics Services hereunder.
12.5. On-going Orders. Notwithstanding anything to the contrary therein, If (a) there are outstanding orders between You and Buyer as of the termination date of these Logistics Terms, these Logistics Terms shall be extended until the Logistics Services for all such orders have been performed, (b) there are outstanding orders between You and Buyer as of the suspension date of the Logistics Services, TikTok shall continue to provide the Logistics Services for such orders, provided that such orders and the provision of Logistics Services for such orders are not in breach of the Merchant Terms, the Commercial Terms, these Logistics Terms, TikTok Shop policies or guidelines, or applicable law.
12.6. Effect of Termination. The termination of these Logistics Terms shall not relieve any party of obligations accrued prior to the date of termination.
12.7. Survival. This Clause 12.7 and Clauses 3, 9, 10, 11, 12.6, and 13 will survive the termination of these Logistics Terms.
13. Other Terms
13.1. Force Majeure Event. TikTok will not be liable for any delay or failure to perform any of its obligations under these Logistics Terms for reasons, events or other matters beyond its reasonable control. (each, a “Force Majeure Event”), including flood, wildfire, blizzard, mudslide, tornado, tidal wave, hurricane, pandemic, epidemic, war, terrorism, act or omission of authorities, change of law or regulation, or other act of God.
13.2. Our contact information. If You have any questions or claims in connection with the Logistics Services or these Logistics Terms, please contact us at e-commerce@tiktok.com.