Terms of Service for Business Clients

1. Acceptance of Terms

These Terms of Service (“Terms”) govern all access to and use of the website and services of EasyFabric Manufacturing Co., Ltd. (“Company”, “we”, “us”, “our”). By accessing our website, requesting a quotation, or placing an order, you (“Client”, “you”) affirm that you are acting as an authorized representative of a business entity and agree to be bound by these legally binding Terms.

2. Orders & Contracts

2.1. All orders are subject to our formal, written Order Confirmation or Proforma Invoice. A binding contract is formed only upon our issuance of such confirmation.
2.2. The Client is solely responsible for the accuracy and completeness of all designs, artwork, specifications, and instructions (“Client Materials”) provided for any order.
2.3. Orders for Custom Products (products manufactured to Client’s unique specifications) are final and binding upon confirmation. Cancellation or significant alteration of a Custom Product order after production has commenced is strictly prohibited. The Client remains liable for payment of the full order value and any costs incurred.

3. Pricing, Payment & Taxes

3.1. Prices are as specified in the final quotation/Order Confirmation. We reserve the right to adjust prices prior to order confirmation to reflect changes in material costs.
3.2. Standard payment terms require a non-refundable deposit (typically 30-50%) to commence production, with the balance due before shipment. Alternative credit terms may be offered at our discretion and must be agreed in writing.
3.3. The Client is responsible for all taxes, customs duties, and import fees levied by the destination country.

4. Intellectual Property & Client Warranties

4.1. The Client warrants that it owns or has secured all necessary rights, licenses, and permissions for any Client Materials provided. The Client grants us a limited license to use such materials solely for the purpose of fulfilling the order.
4.2. The Client agrees to indemnify, defend, and hold harmless the Company from any third-party claims arising from the use of Client Materials.
4.3. All pre-existing intellectual property, including our standard product designs, website content, and technical know-how, remains the exclusive property of the Company.

5. Delivery, Title & Risk

5.1. Stated delivery or lead times are estimates only and commence from the date of cleared deposit and receipt of all final Client Materials.
5.2. Title to the products and risk of loss or damage passes to the Client upon delivery to the carrier (FOB terms) or arrival at the designated destination (DDP terms), as per the agreed Incoterm. The Client is responsible for insuring shipments upon transfer of risk.

6. Limited Warranty & Liability

6.1. Our products are covered by the limited warranty and claims process detailed in our separate Returns, Refunds & Quality Claims Policy (For B2B Clients), which is incorporated into these Terms by reference.
6.2. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO AN ORDER SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY THE CLIENT FOR THAT SPECIFIC ORDER.
6.3. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, even if advised of the possibility of such damages.

7. Confidentiality

Both parties agree to treat all non-public business, technical, and pricing information exchanged as confidential. This obligation survives termination of the business relationship.

8. General Provisions

8.1. Governing Law & Dispute Resolution: These Terms shall be governed by the laws of the People’s Republic of China. Any dispute shall be first subject to good-faith negotiations. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent people’s courts in Changzhou, Jiangsu Province.
8.2. Force Majeure: We are not liable for delays or failures in performance resulting from causes beyond our reasonable control.
8.3. Severability: If any provision is found invalid, the remainder of the Terms shall remain in full force and effect.