Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Guangzhou Miaoliang Electronics Co., Ltd. (hereinafter "Xenplus," "we," "us," or "our") and the business entity or authorized representative ("Buyer," "Client," or "you") accessing or utilizing our B2B procurement services.

1.1 Scope of Application: These Terms exclusively govern B2B transactions. Xenplus does not engage in direct-to-consumer (B2C) sales. By submitting a purchase order, quotation request, or executing any transaction, you confirm:

• You represent a registered business entity with valid commercial credentials.
• You possess the legal authority to bind your organization to these Terms.
• All information provided (company registration, tax identification, contact details) is accurate and up-to-date.

1.2 Eligibility: Buyers must meet minimum order quantities (MOQ) and comply with all applicable import/export regulations in their jurisdiction.

Xenplus supports flexible delivery terms under Incoterms® 2020 rules published by the International Chamber of Commerce (ICC). Unless otherwise specified in the Sales Contract or Proforma Invoice, the following terms apply:

2.1 Default Term: Unless explicitly agreed otherwise, FOB Guangzhou Port is the default delivery term for international shipments.

2.2 Custom Arrangements: Alternative terms (e.g., DAP, FCA) may be negotiated for high-volume orders. Contact our trade department for bespoke logistics solutions.

3.1 Accepted Payment Methods:

3.2 Payment Terms:

• New Clients: 30-50% deposit upon order confirmation; balance due before shipment or against copy of shipping documents.
• Established Clients: Net 30-60 days credit terms available after creditworthiness assessment and satisfactory transaction history.
• Large Orders (≥ USD 50,000): Installment plans or milestone-based payments negotiable.

3.3 Currency: All quotations and invoices are denominated in USD unless otherwise agreed. Exchange rate fluctuations are the Buyer's responsibility.

3.4 Late Payment: Overdue accounts incur a late fee of 1.5% per month (18% annually). Xenplus reserves the right to suspend future orders until outstanding balances are cleared.

3.5 Bank Charges: Buyer bears all bank transfer fees and charges levied by intermediary or receiving banks.

4.1 Order Process:

1. Inquiry: Buyer submits a detailed inquiry specifying product SKU, quantity, delivery terms, and destination.
2. Quotation: Xenplus provides a Proforma Invoice (PI) within 24-48 hours, outlining unit price, MOQ, lead time, and payment terms.
3. Confirmation: Buyer signs and returns the PI with deposit payment. Order enters production queue upon fund clearance.
4. Production: Standard lead time: 7-30 days depending on order complexity and volume. OEM/ODM orders require 30-60 days.
5. Inspection: Pre-shipment quality control (QC) report provided upon request. Third-party inspection agencies (SGS, BV) may be arranged at Buyer's expense.
6. Shipment: Goods dispatched upon full payment clearance. Tracking information and shipping documents (Bill of Lading, Commercial Invoice, Packing List, Certificate of Origin) provided within 48 hours of departure.

4.2 Minimum Order Quantities (MOQ): Vary by product category. Standard stock items: 50-100 units. OEM/ODM projects: 500-1,000 units per SKU.

4.3 Lead Time Guarantees: Expedited production available for urgent orders (additional 10-15% surcharge). Force majeure events may extend lead times without liability.

4.4 Order Modifications: Changes to confirmed orders must be requested in writing within 48 hours of initial confirmation. Modifications after production commencement may incur additional charges or be rejected.

5.1 Compliance & Certification: All products comply with CE, RoHS, FCC, and other applicable international standards. Certificates of Compliance provided upon request.

5.2 Quality Standards: Products undergo multi-stage QC inspection (IQC, IPQC, FQC, OQC). Defect rate maintained below 0.3% industry standard.

5.3 Return & Refund Policy:

• Defective Goods: Claims must be filed within 7 days of delivery with photographic/video evidence. Xenplus will repair, replace, or refund at our discretion.
• Wrong Items Shipped: Full replacement at Xenplus's expense if error is on our part. Must be reported within 48 hours of receipt.
• Non-Defective Returns: Not accepted unless explicitly agreed in writing (e.g., trial orders). Restocking fee of 20% applies.
• Custom/OEM Orders: Non-returnable and non-refundable unless manufacturing defect is proven.

5.4 Inspection Period: Buyer must inspect goods upon receipt and notify Xenplus of any discrepancies within 7 calendar days. Claims filed after this period will not be honored.

5.5 Return Shipping: Buyer bears return freight costs unless defect is confirmed to be Xenplus's responsibility.

6.1 Trademarks & Branding: "Xenplus" and associated logos are registered trademarks of Guangzhou Miaoliang Electronics Co., Ltd. Unauthorized use is strictly prohibited.

6.2 Product Designs: All original designs, technical drawings, and proprietary specifications remain the intellectual property of Xenplus unless transferred under a separate licensing agreement.

6.3 Buyer-Provided Materials: For OEM/ODM projects, Buyer warrants that all provided trademarks, logos, and designs do not infringe third-party intellectual property rights. Buyer indemnifies Xenplus against any IP-related claims arising from Buyer-supplied materials.

6.4 Confidentiality: Both parties agree to keep confidential all proprietary information (pricing, technical specs, customer lists) disclosed during the business relationship. Confidentiality obligations survive termination of the commercial relationship for 5 years.

7.1 Scope of Services: Xenplus offers end-to-end product development including industrial design, mechanical engineering, prototyping, mold creation, and mass production.

7.2 Development Timeline:

• Concept to prototype: 15-30 days
• Prototype approval to mold creation: 30-45 days
• First production run: 45-60 days post-mold completion

7.3 Mold Ownership: Mold fees are one-time charges. Molds remain property of Xenplus unless explicitly purchased by Buyer (requires additional 150-200% of mold cost). Xenplus retains molds for 3 years post-final order; afterward, molds may be discarded unless Buyer arranges retrieval at own expense.

7.4 Design Revisions: First two rounds of design revisions included in quoted price. Additional revisions billed at USD 200-500 per iteration depending on complexity.

7.5 NDA Requirement: All OEM/ODM projects require execution of a mutual Non-Disclosure Agreement (NDA) prior to technical discussion.

8.1 Product Warranty: Standard products carry a 12-month warranty from date of shipment covering manufacturing defects. OEM/ODM products: 6-12 months negotiable. Warranty void if products are misused, modified, or improperly installed.

8.2 Warranty Claims: Must be submitted in writing with defect description, order number, and supporting evidence. Xenplus will assess and respond within 7 business days.

8.3 Limitation of Liability: Xenplus's total liability under these Terms shall not exceed the invoice value of the specific defective products. We are not liable for indirect, consequential, or punitive damages including lost profits, business interruption, or reputational harm.

8.4 Third-Party Products: For sourced (non-manufactured) items, Xenplus acts as a trading intermediary. Warranty and liability are limited to manufacturer's original terms.

8.5 Disclaimer: EXCEPT AS EXPRESSLY STATED HEREIN, ALL PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.1 Negotiation: In the event of any dispute, claim, or controversy arising from or related to these Terms, the parties agree to first attempt resolution through good-faith negotiations for a period of 30 days.

9.2 Mediation: If negotiation fails, parties agree to submit the dispute to mediation administered by the China International Economic and Trade Arbitration Commission (CIETAC) Guangzhou Sub-Commission or another mutually agreed mediator.

9.3 Arbitration: If mediation is unsuccessful, the dispute shall be submitted to binding arbitration under CIETAC Arbitration Rules. The arbitration shall be conducted in Guangzhou, China, in English or Chinese language as mutually agreed. The arbitral award is final and binding on both parties.

9.4 Exceptions: Either party may seek preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration outcome.

9.5 Costs: Each party bears its own legal costs unless the arbitral tribunal rules otherwise based on conduct and outcome.

10.1 Governing Law: These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the People's Republic of China, excluding its conflict of law provisions.

10.2 International Sales: For cross-border transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to the extent it does not conflict with these Terms.

10.3 Jurisdiction: Subject to the arbitration clause above, the courts of Guangzhou, Guangdong Province, China, shall have exclusive jurisdiction over any matters not subject to arbitration.

11.1 Definition: Neither party shall be liable for failure or delay in performance due to circumstances beyond reasonable control, including but not limited to: natural disasters, acts of God, war, terrorism, labor strikes, government regulations, embargoes, pandemics, fire, flood, or supply chain disruptions.

11.2 Notification: The affected party must notify the other party in writing within 7 days of the force majeure event, providing reasonable evidence and estimated delay duration.

11.3 Obligations: The affected party shall use reasonable efforts to mitigate impact and resume performance as soon as practicable.

11.4 Termination Right: If a force majeure event continues for more than 90 consecutive days, either party may terminate the affected order without liability. Pre-paid amounts for unshipped goods shall be refunded within 30 days.

12.1 Right to Modify: Xenplus reserves the right to update, modify, or replace these Terms at any time at our sole discretion. Material changes will be communicated via email to registered clients or posted on our official website at least 30 days prior to taking effect.

12.2 Continued Use: Continued engagement with Xenplus services after amendments take effect constitutes acceptance of the revised Terms.

12.3 Existing Orders: Terms in effect at the time of order confirmation shall govern that specific transaction, unless both parties agree otherwise in writing.

12.4 Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

12.5 Entire Agreement: These Terms, together with any signed Sales Contracts, Purchase Orders, or NDAs, constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements.