Terms of Service
Professional B2B cooperation framework for stretch ceiling materials and OEM/ODM manufacturing services
Service Terms Overview
These Terms of Service ("Terms") govern all business transactions between Shanghai Foxygen Industrial Co., Ltd. ("Foxygen", "we", "us") and our business partners ("Client", "you") for the supply of stretch ceiling films, accessories, and related OEM/ODM manufacturing services.
By placing an order or entering into a cooperation agreement with Foxygen, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all quotations, orders, contracts, and deliveries unless otherwise agreed in writing.
Scope of Application: Standard product supply, custom manufacturing, OEM/ODM services, technical consultation, installation guidance, and after-sales support for stretch ceiling systems and related products.
Quotation & Order Terms
2.1 Quotation Validity: All quotations are valid for 30 days from the date of issue unless otherwise specified. Prices are subject to change based on raw material costs, exchange rate fluctuations, and order specifications.
2.2 Order Confirmation: Orders become binding upon our written confirmation via email or signed contract. Verbal agreements or preliminary discussions do not constitute confirmed orders.
2.3 Minimum Order Quantity (MOQ): Standard products: 500㎡ per color/specification; Custom products: 1,000㎡ per design; OEM/ODM projects: negotiable based on project scope.
2.4 Order Modifications: Changes to confirmed orders must be requested in writing at least 7 working days before production commencement. Modification fees may apply for custom specifications already in production.
2.5 Price Terms: Unless otherwise stated, prices are quoted FOB Shanghai/Ningbo. Freight, insurance, customs duties, and destination charges are the Client's responsibility.
OEM/ODM Cooperation Rules
3.1 OEM Services: We provide private label manufacturing for clients' brands. Clients must provide brand authorization documents, logo files (AI/PDF/EPS format), and packaging design specifications. Minimum order quantity for OEM packaging: 2,000㎡ or 500 units.
3.2 ODM Services: We offer product development services including new formulations, surface finishes, texture designs, and custom printing patterns. Development cycle: 15-45 days depending on complexity. Development fees apply and are credited against first production order (minimum 3,000㎡).
3.3 Exclusivity Agreements: Exclusive supply arrangements require annual minimum purchase commitments and are subject to separate negotiation. Non-exclusive cooperation allows us to supply similar products to other clients in different markets.
3.4 Technical Confidentiality: Both parties agree to maintain confidentiality of proprietary formulations, manufacturing processes, and technical specifications disclosed during cooperation. Non-disclosure agreements available upon request.
Sampling, Plate-Making & Tooling
4.1 Sample Provision: Standard product samples (A4 size): free of charge, shipping collect. Custom color/texture samples: USD 50-150 per sample depending on complexity, refundable upon order confirmation exceeding 1,000㎡.
4.2 UV Printing Plate-Making: Custom printing requires digital plate-making. Plate fee: USD 80-200 per design based on size and color complexity. Plates remain our property but are reserved for client's exclusive use. Plate storage: 2 years from last order.
4.3 Custom Profile Tooling: Aluminum profile extrusion molds for custom shapes: USD 800-2,500 per mold depending on complexity. Mold ownership transfers to client upon full payment. Mold maintenance: client's responsibility after 2 years or 50,000 meters production.
4.4 Sample Approval: Clients must provide written approval of samples before mass production. Production proceeds based on approved samples. Subsequent quality disputes referencing unapproved variations will not be accepted.
4.5 Sampling Timeline: Standard samples: 3-5 working days; Custom samples: 7-15 working days; Complex ODM samples: 15-30 working days.
Delivery & Logistics Terms
5.1 Production Lead Time: Standard in-stock products: 3-7 days; Custom orders (standard specifications): 15-25 days; OEM/ODM orders: 25-45 days; Large-scale projects (>10,000㎡): 45-60 days. Lead time commences upon receipt of deposit and final artwork approval.
5.2 Delivery Terms: FOB (Free on Board) Shanghai/Ningbo: we arrange export packaging and deliver goods to vessel; risk transfers upon loading. EXW (Ex Works): client arranges pickup from our facility; suitable for clients with China-based logistics agents. CIF/DDU/DDP: available upon request for established clients; freight quotes provided separately.
5.3 Shipping Arrangements: For FOB terms, client nominates freight forwarder and provides shipping instructions 7 days before ready date. We provide commercial invoice, packing list, and certificate of origin. For sea freight, we accommodate client's container booking schedule within ±3 days of ready date.
5.4 Force Majeure Delays: We are not liable for delays caused by raw material shortages, factory power restrictions, port congestion, customs inspections, natural disasters, or government policies beyond our control. Clients will be notified promptly with revised delivery estimates.
5.5 Partial Shipment: For large orders, we reserve the right to arrange partial shipments. Each shipment is invoiced separately. Client must accept partial deliveries unless otherwise agreed in writing.
Payment & Settlement Terms
6.1 Standard Payment Terms: New clients: 50% deposit upon order confirmation, 50% balance before shipment. Established clients (>3 successful orders): 30% deposit, 70% balance against copy of B/L or before delivery. Large projects (>USD 50,000): milestone-based payment schedule negotiable.
6.2 Accepted Payment Methods: Telegraphic Transfer (T/T): preferred method, 2-3 days clearance; Letter of Credit (L/C): at sight L/C accepted for orders >USD 30,000, bank charges borne by client; PayPal/Western Union: accepted for sample payments and small orders 6.3 Currency: All prices quoted in USD unless otherwise specified. Payments in other currencies subject to exchange rate on payment date. Bank transfer fees are client's responsibility; we must receive the full invoiced amount. 6.4 Late Payment: Orders not paid per agreed schedule will incur storage fees of USD 0.50/㎡/month. Shipment will be withheld until full payment received. Overdue payments beyond 30 days may result in order cancellation and forfeiture of deposit. 6.5 Tax Invoices: We provide VAT invoices for China domestic clients. Export clients receive commercial invoices. Tax compliance in destination country is client's responsibility.
Quality Acceptance Standards
7.1 Quality Certifications: All products comply with CE standards, SGS BS1D0 fire safety testing, and RoHS environmental regulations. Certificates provided upon request. Products meet or exceed industry standards for tensile strength, fire resistance, and durability.
7.2 Inspection Standards: Visual inspection distance: 1.5 meters under normal indoor lighting. Acceptable tolerances: Color variation: ΔE ≤3 (within batch), ΔE ≤5 (between batches); Thickness: ±0.02mm; Width: ±2mm; Length: ±0.5%; Surface defects: <3 minor defects per 100㎡ (spots <2mm, scratches <5cm).
7.3 Pre-Shipment Inspection: We conduct 100% visual inspection before packaging. Third-party inspection (SGS, BV, TUV) can be arranged at client's request and expense. Inspection must be scheduled 5 days before shipment date.
7.4 Claims Period: Quality claims must be submitted within 15 days of goods receipt with photographic evidence, batch numbers, and detailed descriptions. Claims submitted after installation or cutting will not be accepted unless defects are inherent manufacturing faults.
7.5 Limitation of Liability: Our liability is limited to replacement of defective products or refund of defective portion value. We are not liable for installation costs, consequential losses, or project delays arising from quality issues.
Returns & After-Sales Service
8.1 Return Policy: Standard products: returnable within 7 days of receipt if unopened and in original packaging; 20% restocking fee applies. Custom/OEM/ODM products: non-returnable unless manufacturing defects confirmed. Defective products: full replacement or refund after inspection confirmation.
8.2 Warranty Coverage: Material defects: 2 years from production date for manufacturing defects (delamination, color fading beyond normal aging, material brittleness). Exclusions: improper storage (temperature >50°C or <-20°C, direct sunlight exposure), incorrect installation, physical damage, chemical contamination, normal wear and tear.
8.3 Return Procedure: Contact our sales team with order number, photos, and issue description within claims period. Await return authorization (RA) number before shipping. Return shipping costs borne by client unless defect confirmed. Refunds processed within 15 days of receiving returned goods.
8.4 Technical Support: Free installation guidance via email, video call, or downloadable manuals. On-site installation training available for large projects (travel costs apply). Troubleshooting support provided during business hours (GMT+8, 9:00-18:00, Monday-Friday).
8.5 Spare Parts: We maintain stock of common accessories (profiles, harpoons, clips) for 3 years post-purchase. Custom components stocked for 2 years. Clients advised to order 5-10% extra material for future repairs.
Intellectual Property Protection
9.1 Client IP Rights: Clients retain full ownership of their brand names, logos, trademarks, and proprietary designs provided to us. We do not acquire any rights to client IP through manufacturing services. We will not disclose or use client IP for any purpose beyond fulfilling the specific order.
9.2 Foxygen IP Rights: Our proprietary formulations, manufacturing processes, technical specifications, and product innovations remain our exclusive property. Clients may not reverse-engineer, replicate, or disclose our manufacturing methods to third parties.
9.3 Custom Designs: For ODM projects, IP ownership is determined in separate agreements. Default: we retain design IP unless client pays full development costs plus IP transfer fee. Exclusive designs require minimum annual purchase commitments.
9.4 Third-Party IP Compliance: Clients warrant that all materials provided (logos, images, patterns) do not infringe third-party IP rights. Client indemnifies us against any IP infringement claims arising from client-supplied materials. We reserve the right to refuse orders containing potentially infringing content.
9.5 Confidentiality: Both parties agree not to disclose confidential business information, pricing, technical data, or customer lists obtained during cooperation. Confidentiality obligations survive contract termination for 3 years.
Liability & Dispute Resolution
10.1 Limitation of Liability: Our total liability for any claim shall not exceed the value of the specific order giving rise to the claim. We are not liable for indirect, consequential, or punitive damages including lost profits, project delays, or business interruption.
10.2 Client Breach: Non-payment: we may suspend production, withhold shipment, and charge storage fees. Order cancellation after production commencement: client pays 50% of order value plus actual costs incurred. Unauthorized use of our IP: legal action and termination of business relationship.
10.3 Our Breach: Delivery delay (our fault): 0.5% compensation per week (max 5% of order value). Quality defects (confirmed): replacement of defective portion or proportional refund. Material breach: client may terminate contract and receive refund of payments for undelivered goods.
10.4 Dispute Resolution Process: Step 1: Direct negotiation between sales representatives (15 days). Step 2: Escalation to management level (15 days). Step 3: Mediation through Shanghai International Economic and Trade Arbitration Commission (30 days). Step 4: Binding arbitration in Shanghai under CIETAC rules (English language proceedings).
10.5 Governing Law: These Terms are governed by the laws of the People's Republic of China (excluding conflict of law provisions). UN Convention on Contracts for the International Sale of Goods (CISG) applies to international transactions.
10.6 Severability: If any provision is found unenforceable, remaining provisions remain in full effect. Unenforceable provisions shall be modified to achieve intended purpose to maximum extent permitted by law.
Questions or Clarifications?
These Terms of Service are designed to ensure transparent and professional cooperation. For specific project requirements, custom arrangements, or legal clarifications, please contact our business team.
Last Updated: January 2024 • Version: 2.1 • Language: English version prevails in case of translation discrepancies