1. Product Quality & Standards

1.1 The Factory manufactures Products in accordance with applicable national/international metal standards (e.g., GB/T, ASTM, DIN, ISO) or the technical specifications agreed in the contract/PO. Upon request for batch orders, the Factory will provide a Quality Inspection Report (QIR).
1.2 Within agreed standards, the Factory warrants Products shall be free from material defects (e.g., cracks, corrosion, uneven thickness) and manufacturing defects (e.g., out-of-tolerance dimensions, poor welding).
1.3 Customized Products are produced strictly per the Counterparty’s confirmed drawings/technical parameters/samples. Unless otherwise agreed in writing, the Counterparty is responsible for errors/omissions in its design materials (e.g., wrong dimensions, unclear specs).

2. Orders & Contracts

2.1 Orders must be confirmed in writing (signed contract/PO or confirmed email) and state: product name, model/spec, quantity, unit price, delivery time, delivery address, payment terms and technical requirements.
2.2 The Factory may reject orders that exceed capacity, violate laws (including orders for illegal uses), or lack adequate technical specifications.
2.3 Changes/Cancellation. After order confirmation, the Counterparty may request changes or cancellation by written notice at least 7 working days before planned production start for standard Products or 15 working days for customized Products. The Counterparty shall compensate the Factory’s actual losses (e.g., material purchases, tooling, production preparation) per agreed calculation.

3. Pricing & Payment

3.1 Prices follow the Factory’s quotation (valid 30 days) or the contract price. If key raw material costs (e.g., steel/aluminum) fluctuate by >5% versus the quotation date, the Factory may adjust prices upon written notice before production/shipment.
3.2 Payment Terms (as agreed in the contract):

• Small-batch/standard Products: 30% deposit at order, 70% balance before delivery;

• Large-batch/customized: 50% deposit at order, 40% progress upon production completion, 10% balance within 30 days after acceptance.
  3.3 Late Payment. Overdue amounts accrue a late fee of 0.05% per day. The Factory may suspend production or delivery until all outstanding amounts are paid in full.
  3.4 Retention of Title. Title to Products remains with the Factory until the price is paid in full.

4. Delivery, Shipment & Risk Transfer

4.1 The Factory will deliver within the agreed schedule. Delays caused by force majeure (e.g., natural disasters, government restrictions, power outages, transport disruptions, raw-material shortages) are excused; the Factory will notify the Counterparty within 3 working days, and delivery time shall be reasonably extended.
4.2 Delivery Terms shall follow the contract (e.g., EXW/FOB/CIF under Incoterms® 2020), including responsibility for logistics costs.
4.3 Risk Transfer.

• EXW / Factory pickup: risk passes on handover to the Counterparty at the Factory’s premises;

• Carrier delivery: risk passes on handover to the first carrier; the Factory will provide the waybill or proof of shipment.

5. Inspection, Claims & Remedies

5.1 The Counterparty shall inspect Products within 7 working days after receipt for standard Products or 15 working days for customized Products. Any claim must be made in writing within the above period with supporting evidence (photos, test reports, etc.).
5.2 If a defect is attributable to the Factory’s material or workmanship, the Factory may, at its option:
(a) Replace the defective Products at no charge (including reasonable two-way freight); or
(b) Refund the price corresponding to the defective Products; or
(c) Repair the Products if repairable at the Factory’s cost.
5.3 The Factory is not liable for claims made after the inspection period or for defects caused by improper storage, mishandling, incorrect installation, unauthorized modification, or use outside agreed conditions.

6. Intellectual Property & Confidentiality

6.1 The Factory retains all IP rights in Factory-developed designs, processes, technical documents and know-how. The Counterparty shall not copy, reverse-engineer, disclose or transfer such IP to any third party without the Factory’s written consent.
6.2 For customized Products based solely on the Counterparty’s exclusive design, the design IP belongs to the Counterparty (unless otherwise agreed). The Factory shall not use such design to produce for third parties without written authorization.
6.3 Both parties shall keep confidential all trade secrets (e.g., production processes, pricing, customer information) obtained during cooperation and shall not disclose them to third parties during the cooperation and for 3 years after termination, unless disclosure is legally required.

7. Termination & Liability

7.1 Either party may terminate the order/contract if the other party materially breaches these Terms and fails to cure within a reasonable period after written notice (e.g., the Counterparty delays payment >30 days; the Factory fails to deliver conforming Products after repeated corrections). The breaching party shall compensate the non-breaching party’s direct losses.
7.2 Limitation of Liability. The Factory’s aggregate liability arising from the Products or these Terms shall not exceed the total amount paid for the relevant order. The Factory is not liable for indirect, incidental, punitive or consequential losses, including lost profits or production downtime.

8. Compliance

8.1 The parties shall comply with applicable laws, including export-control/sanctions, anti-bribery/anti-corruption, environment and occupational safety laws.
8.2 Upon request, the Factory may provide compliance documents such as Material Certificates, COC/COA, RoHS/REACH, MSDS, subject to feasibility and agreed costs if any.

9. Notices

All notices shall be in writing and delivered by hand, courier or email to the addresses/emails specified in the order or contract. Email notices are deemed received on the sending date if no bounce-back occurs.

10. Miscellaneous

10.1 Entire Agreement & Amendment. These Terms together with the order/contract constitute the entire agreement and may only be amended in writing signed/confirmed by both parties.
10.2 Assignment. Neither party may assign its rights/obligations without the other party’s prior written consent (except assignment for collection or to affiliates on notice).
10.3 Severability. If any provision is held invalid, the remainder shall remain in full force.
10.4 Language. If these Terms are provided in multiple languages, the [English/Chinese] version shall prevail in case of conflict.

11. Governing Law & Dispute Resolution

11.1 These Terms are governed by the laws of the People’s Republic of China (excluding Hong Kong, Macao and Taiwan for conflict-of-laws purposes).
11.2 Disputes shall first be resolved by good-faith negotiation. If negotiation fails, either party may file a lawsuit with the people’s court with jurisdiction over the Factory’s domicile.