Legal Information

Terms of Service

B2B Manufacturing Agreement

Last Updated: January 2024

Introduction

These Terms of Service ("Terms") govern the business relationship between our company ("Manufacturer," "we," "us," or "our") and you ("Client," "you," or "your") for the manufacture, design, and supply of women's handbags and related accessories.

By placing an order or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between the parties.

Business Terms

Our services are exclusively available to business entities, commercial buyers, and registered companies. We do not provide services to individual consumers.

Eligibility Requirements:

Valid business registration and tax identification
Authorized representative with binding authority
Compliance with all applicable laws and regulations
Meeting minimum order quantity (MOQ) requirements

OEM/ODM Services

OEM (Original Equipment Manufacturing)

We manufacture products according to your specifications, designs, and technical requirements. You retain full ownership of design intellectual property.

• Client provides complete design specifications and materials requirements
• We produce samples for approval before mass production
• Quality control follows client-approved standards
• Products are manufactured with client's branding and labels

ODM (Original Design Manufacturing)

We provide comprehensive design, development, and manufacturing services based on market trends and your brand requirements.

• Our design team creates original concepts and prototypes
• Trend analysis and market research inform design decisions
• Design modifications available based on client feedback
• Exclusive design rights may be negotiated in separate agreements

Order Terms & Conditions

Minimum Order Quantity

MOQ varies by product complexity. Standard range: 500-2000 units per style. Custom designs may require higher minimums.

Sample Production

Sample development completed within 5-10 business days. Sample fees apply and can be offset against confirmed bulk orders.

Production Timeline

Standard lead time: 35-50 days post sample approval and deposit confirmation. Express production available upon request with surcharge.

Order Modifications

Specification changes accepted prior to production commencement. Modifications during production phase subject to feasibility review and cost adjustment.

All orders are subject to written confirmation. Verbal agreements must be confirmed in writing within 48 hours to be considered valid. Order cancellations after production commencement will be subject to cancellation fees.

Quality Standards & Warranties

We maintain strict quality control processes throughout manufacturing to ensure products meet agreed specifications and industry standards.

Quality Assurance Process:

Material Inspection

All raw materials verified for quality and specifications

In-Process Quality Control

Multiple checkpoints during manufacturing

Final Inspection

Comprehensive examination before packaging

Pre-Shipment Verification

Final quality audit before delivery

Warranty Terms:

Manufacturing defects covered for 90 days from delivery
Defect rate tolerance: 2% of order quantity (AQL 2.5 standard)
Claims must be reported within 7 days of receipt with photographic evidence
Warranty excludes damage from improper use, storage, or handling

Intellectual Property Rights

Intellectual property rights are defined based on the service type and are critical to our business relationship.

Client-Owned IP (OEM Projects)

For OEM projects, all designs, specifications, and materials provided by you remain your exclusive property. We agree not to reproduce, modify, or disclose your designs to third parties without written consent.

Manufacturer-Owned IP (ODM Projects)

For ODM projects, we retain ownership of original designs unless exclusive rights are purchased through separate agreement. Non-exclusive use rights are granted for purchased designs.

Confidentiality Obligations

Both parties agree to maintain confidentiality of proprietary information, trade secrets, and business data shared during the course of business. Confidentiality obligations survive termination of the business relationship.

Third-Party IP Compliance

Client warrants that all designs and specifications provided do not infringe on third-party intellectual property rights. Client agrees to indemnify us against any IP infringement claims arising from client-provided designs.

Payment & Pricing

Standard Payment Terms

30%

Deposit upon order confirmation

70%

Balance before shipment

Alternative payment terms available for established clients with credit approval.

Payment Methods:

• Wire Transfer (T/T) - Preferred method
• Letter of Credit (L/C) - Available for qualified orders
• Trade Assurance - Through verified platforms

Important Payment Notes:

All prices quoted in USD unless otherwise specified
Prices valid for 30 days from quotation date
Currency fluctuations and material cost changes may affect pricing
Late payment may result in storage fees and shipment delays

Shipping & Delivery

We work with reliable logistics partners to ensure safe and timely delivery of your orders worldwide.

FOB Terms

Standard shipping terms

CIF Available

Insurance included

DDP Option

Door-to-door delivery

Delivery Terms:

• Delivery timeframes are estimates and may vary due to customs, logistics, or force majeure
• Client is responsible for customs clearance and import duties unless otherwise agreed
• Goods must be inspected upon receipt; damage claims require immediate notification
• Risk of loss transfers according to agreed Incoterms

Limitation of Liability

Maximum Liability Cap

Our total liability for any claims arising from or related to these Terms or any order shall not exceed the total amount paid by you for the specific order giving rise to the claim.

Exclusions and Limitations:

• We are not liable for indirect, incidental, special, consequential, or punitive damages
• No liability for loss of profits, revenue, data, or business opportunities
• Not responsible for delays due to force majeure events (natural disasters, pandemics, war, etc.)
• No liability for defects resulting from client-provided materials or specifications
• Not responsible for end-consumer claims; client assumes all downstream liability

Dispute Resolution

We are committed to resolving disputes amicably and efficiently through the following process:

Negotiation

Parties agree to first attempt resolution through good-faith negotiation. All disputes should be raised in writing within 15 days of discovery.

Mediation

If negotiation fails within 30 days, parties agree to pursue mediation through a mutually agreed neutral third-party mediator.

Arbitration

Any unresolved disputes shall be finally settled by arbitration in accordance with internationally recognized arbitration rules. The arbitration location and applicable law will be specified in the purchase order or contract.

Governing Law: These Terms shall be governed by and construed in accordance with the laws specified in individual contracts. All arbitration proceedings shall be conducted in English unless otherwise agreed.

Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website or notification to clients.

Existing orders are governed by Terms in effect at the time of order placement
Continued use of our services after changes constitutes acceptance of modified Terms
Material changes will be communicated via email to registered clients
Clients may request review of current Terms at any time

Contact Information

For questions regarding these Terms of Service or to discuss specific contractual arrangements, please contact our business development team:

[email protected]

Phone

+86 123 4567 8900

Address

Guangzhou, China

Business Hours

Mon-Fri: 9:00 AM - 6:00 PM (GMT+8)

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms constitute the entire agreement between the parties regarding the subject matter herein.