International Trade & Custom Manufacturing Agreement
By placing an order or utilizing our services, the Buyer agrees to the following terms. These terms are designed to protect both parties in complex international trade scenarios involving custom tooling, raw material fluctuations, and cross-border logistics.
1. Incoterms & Risk Transfer Unless explicitly stated otherwise in the Proforma Invoice (PI) or Sales Contract, all transactions adhere to Incoterms® 2020. ▲ Standard Delivery Terms: Our default terms are typically DAP HK /Shenzhen, by Fedex.
For Courier (DHL/FedEx/UPS): Risk transfers upon handover to the carrier.
2. Tooling Ownership & Intellectual Property For customized CAPITAL components (e.g., EMI filters, reactors, special fan housings) involving non-standard molds:
Ownership: Upon full payment of the Tooling Cost, 100% ownership of the specific molds/tooling belongs exclusively to the Buyer. CAPITAL acts solely as the custodian.
Usage Restriction: CAPITAL guarantees that these molds will be used exclusively for producing the Buyer's products. They will never be used to manufacture goods for third parties without written authorization.
Maintenance: CAPITAL provides free maintenance for the tooling throughout the contract period to ensure production continuity.
3. Force Majeure & Pricing Fluctuation Given the volatility of global supply chains and raw material markets:
Pricing Validity: Quotations are valid for 30 days due to market fluctuations.
Raw Material Adjustment: Prices for products heavily dependent on copper, resin, or chips are subject to adjustment if the raw material cost index fluctuates by more than 5% between the quotation date and the order confirmation date. A transparent pricing formula will be applied.
Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control, including but not limited to natural disasters, war, severe pandemics, customs strikes, or international shipping embargoes. In such cases, the delivery schedule will be renegotiated in good faith.
4. Governing Law & Dispute Resolution We prioritize long-term partnerships and aim to resolve issues amicably.
Amicable Negotiation: In the event of a dispute, both parties agree to first attempt resolution through friendly commercial negotiation.
Arbitration: If negotiation fails within 30 days, the dispute shall be finally settled by arbitration in accordance with the rules of the Hong Kong International Arbitration Centre (HKIAC) or ICC Rules, depending on the contract specification.
Language: The English version of these Terms and any related contracts shall prevail.
