Terms of Service

These Terms apply to all quotations, purchase orders, sales contracts, and transactions between the Buyer and the Seller. By submitting a purchase order, signing a contract, making payment, or otherwise engaging in a commercial transaction with us, the Buyer agrees to be bound by these Terms.

Any additional or conflicting terms contained in the Buyer's purchase orders or other documents are expressly rejected unless explicitly accepted in writing by the Seller. Silence or shipment of goods shall not constitute acceptance of the Buyer's conflicting terms.

These Terms supersede all prior discussions, representations, or agreements between the parties unless incorporated into a formally executed written agreement bearing authorized signatures from both parties.

All intellectual property rights in the Seller's standard product designs, manufacturing processes, technical documentation, catalogues, and website content remain the sole and exclusive property of Yaochong Technology Co., Ltd. The Buyer is granted no rights in respect of such intellectual property beyond what is reasonably necessary to use the purchased Products.

For OEM/ODM custom orders, the Buyer retains ownership of designs and specifications provided by the Buyer. The Seller shall not produce or sell identical products based on the Buyer's exclusive designs to any third party without the Buyer's prior written consent, where such agreement has been separately executed.

The Buyer warrants that any designs, drawings, or specifications provided to the Seller do not infringe upon any third-party patents, trademarks, copyrights, or other intellectual property rights. The Buyer shall indemnify and hold the Seller harmless from any claims, damages, or legal costs arising from such infringement.

Both parties acknowledge that in the course of their business relationship, each may receive confidential information from the other, including but not limited to pricing, technical specifications, business strategies, customer lists, and financial information ("Confidential Information").

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose such information to any third party without prior written consent; and (c) use such information solely for the purpose of performing obligations or exercising rights under these Terms.

Confidentiality obligations shall survive the termination of the business relationship for a period of five (5) years. These obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, or that is required to be disclosed by law or regulation.

The Seller shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, loss of revenue, or damage to reputation, arising out of or in connection with the supply or use of Products, even if the Seller has been advised of the possibility of such damages.

The Seller's warranties set out in these Terms are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, to the extent permitted by applicable law. The Seller does not warrant that Products are suitable for any particular application beyond their stated specifications; the Buyer is responsible for verifying suitability for their intended use.

Neither party shall be held liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, floods, earthquakes, fire, epidemics, pandemics, war, civil unrest, governmental actions, embargoes, port closures, transportation disruptions, or severe raw material shortages not reasonably foreseeable.

The affected party shall provide written notice to the other party as soon as reasonably practicable after the occurrence of such event, describing the nature of the force majeure event and its expected duration. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as the force majeure event ceases.

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected order upon written notice without liability to the other party, except that the Seller shall return any prepaid amounts for unshipped goods.

These Terms and any disputes arising out of or in connection with these Terms or any transaction governed by them shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions.

Both parties agree to attempt to resolve any dispute through good-faith negotiation within thirty (30) days of written notice from either party. If negotiation fails to resolve the dispute within the specified period, either party may submit the dispute to the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in effect at the time of submission. The arbitration shall be conducted in Mandarin Chinese or English as mutually agreed, and the arbitral award shall be final and binding on both parties.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a competent court to prevent irreparable harm pending arbitration.