These Terms and Conditions (“Terms”) apply to all quotations, proforma invoices, orders, samples, OEM/ODM production and sales contracts between VULQIR (Seller, Yiwu Ketu E-commerce Firm) and Buyer. These Terms are provided for review in connection with proposed B2B transactions. The terms binding a particular order are those accepted by both parties in the relevant written order confirmation, proforma invoice or other agreement. Any conflicting terms should be resolved in writing before order confirmation.
1. Offer & Contract Formation
Unless otherwise stated in writing, quotations are indicative and may be revised after 7 calendar days. An order is confirmed when both parties agree in writing on the essential commercial terms and any agreed payment condition is satisfied. We may decline proposed orders before confirmation, subject to applicable law.
2. Payment Terms
Unless otherwise agreed in writing: deposit before mass production, balance before shipment. If Buyer delays payment, Seller may suspend production, delay delivery or cancel the order, and request any late-payment charges expressly agreed in writing to the extent permitted by applicable law.
3. Samples, OEM & ODM, Intellectual Property
Sample cost and freight shall be borne by Buyer unless otherwise agreed.
If goods are manufactured according to Buyer’s design, logo, artwork, pattern or specification supplied by Buyer: Buyer warrants that such materials do not infringe any third-party trademark, copyright, design or other intellectual property rights. Buyer is responsible for having appropriate rights to materials supplied for customization. Responsibility for substantiated third-party claims arising from those materials will be allocated under the confirmed contract and applicable law.
Seller retains IP rights over its own original moulds, designs and product development. Buyer shall not copy, resell or reproduce Seller’s proprietary designs without written license.
4. Inspection, Quality Claim & Time Limit
Buyer shall inspect the goods promptly upon receipt. All visible defect, quantity or packing discrepancy claims must be submitted in writing with clear photos / video evidence within 7 calendar days after goods arrival. Claims submitted later will be considered in accordance with the agreed contract and any mandatory applicable legal rights; the inspection period does not automatically waive claims that cannot lawfully be excluded.
Where a manufacturing defect is confirmed, the parties may agree on repair, replacement, credit or refund, subject to the contract and mandatory applicable law. Seller shall not be liable for defects caused by improper storage, misuse, modification, normal wear and tear, or damage during international transit.
5. Shipment, Customs, Import Risk & Freight
Unless Incoterm is expressly agreed in PI, default term is EXW Yiwu. Responsibilities for export and import documentation, taxes, permits, product compliance and customs procedures depend on the agreed Incoterm, destination and applicable law. The parties should confirm those responsibilities in writing for each shipment.
Transfer of risk and allocation of freight and insurance costs follow the agreed Incoterm and the confirmed contract; the place of handover must be specified.
6. Force Majeure
Subject to the contract and applicable law, performance may be affected by events beyond reasonable control, including: raw material shortage, factory shutdown, government regulation, customs inspection, logistics suspension, embargo, war, pandemic, strike and natural disaster. Seller will notify Buyer promptly. Delivery schedule will be extended accordingly.
7. Limitation of Liability
Any limitation of liability must be expressly agreed for the relevant order and is subject to mandatory applicable law. Nothing in these website terms excludes liability that cannot lawfully be excluded or limited.
8. Delivery Delay
Estimated lead time is for reference only. Any agreed delay remedy or liquidated damages will be specified in the written order documents and remain subject to applicable law.
9. Return & Refund Policy
Returns are not permitted without Seller’s prior written approval. Returns of conforming goods are subject to the agreed commercial terms and any mandatory applicable rights. For approved defective returns, return shipping cost shall be agreed separately in writing.
10. Governing Law and Exclusive Jurisdiction
Any dispute arising out of or in connection with this sales contract shall first be settled amicably through negotiation. If negotiation fails, the dispute shall be governed by the laws of the People’s Republic of China, and the parties may agree in writing on a competent court or other dispute-resolution forum, subject to mandatory jurisdiction rules.
11. Amendment & Waiver
No modification to these Terms is valid unless in writing and signed or confirmed by an authorized representative of Seller. Seller’s failure to enforce any clause once shall not waive its right to enforce it later.
12. Website Pictures & Descriptions
Product photos, colors, sizes on the website are for reference only. Minor visual variations may occur due to lighting, screens or manufacturing batches; whether a difference constitutes nonconformity depends on the agreed specifications and applicable law.
13. Product Use Restriction
Products are generally marketed for adult use. Product-specific age suitability, warnings, safety testing and destination-market requirements must be evaluated separately.
Disclaimer: This English version shall prevail. This document is published for website reference purposes and does not constitute formal legal advice. For specific transactions, parties may enter into separate written agreements.