Terms of Sale

These Terms of Sale apply to all quotations, proforma invoices and orders between Yangzhou Zhuoyun Hotel Supplies Co., Ltd. (扬州卓韵酒店用品有限公司), trading as Yunastral, with its registered address at Hangji Entrepreneurship Park, Eco-Science and Technology New Town, Yangzhou, Jiangsu, China (“Seller”), and the business buyer (“Buyer”). By placing an order, the Buyer accepts these terms. Any conflicting terms in the Buyer’s purchase order are not binding unless accepted by us in writing.

1. Quotations and prices

• Quotations are valid for 30 days unless stated otherwise.
• Prices are quoted in USD and, unless stated otherwise, on FOB terms. Freight, insurance, duties and taxes are for the Buyer’s account.
• Prices are based on the specification, quantity and packaging stated in the quotation. Changes requested by the Buyer may change price and lead time.
• Material and freight costs can fluctuate; prices for repeat orders are confirmed at the time of each order.

2. Orders and confirmation

An order becomes binding when the Buyer confirms the proforma invoice in writing and pays the agreed deposit. Specification sheets, artwork proofs and packaging artwork approved by the Buyer form part of the order. Production starts only after deposit and artwork approval.

3. Payment terms

• Standard terms: 30% deposit by T/T upon order confirmation, 70% balance before shipment.
• L/C at sight is accepted for orders above USD 30,000.
• Platform protection (e.g. Trade Assurance) is available on request.
• Bank charges outside China are for the Buyer’s account.
• If payment is overdue, we may suspend production or shipment and charge interest at 0.05% per day on the outstanding amount.

4. Samples

Stock samples are provided against a sample fee plus freight. Custom samples are charged per piece and the sample fee is credited against the bulk order when the order quantity meets the agreed MOQ. Samples remain our property until the bulk order is placed.

5. Minimum order quantity and lead time

The standard custom-logo MOQ is 5,000 units per item. Lead times run from the later of deposit receipt or artwork approval: typically 15-20 days for slippers and 20-30 days for kits, bottles, soap and bedding. Lead times are estimates; we notify the Buyer promptly of any delay. Peak season (August to November) may add 5-7 days.

6. OEM, artwork and intellectual property

• The Buyer warrants that it owns or is licensed to use all logos, trademarks and artwork supplied to us, and indemnifies us against third-party claims arising from their use.
• We do not reproduce a Buyer’s logo for any other customer. Tooling, films and printing plates created for a Buyer remain with us unless otherwise agreed.
• Minor colour variation between artwork proof and production is inherent in printing and material dyeing; we match to the approved proof within normal commercial tolerance.

7. Packaging and marking

Standard export packing is used unless custom packaging is specified and quoted. Shipping marks are applied as instructed by the Buyer before production; changes after production has started may incur costs.

8. Shipping, title and risk

• Incoterms 2020 apply. Unless agreed otherwise, goods are sold FOB Chinese port.
• Under FOB and CIF terms, risk passes to the Buyer when the goods are loaded on board; under DDP terms, risk passes on delivery to the agreed destination.
• Title passes when we have received payment in full. We may retain documents until payment is complete.
• Shipping schedules, transit times and container availability are outside our control; we are not liable for carrier delays.

9. Inspection and claims

• The Buyer may appoint a third-party inspection before shipment at its own cost; we cooperate fully and will not ship goods that fail the agreed specification without the Buyer’s written instruction.
• Quantity claims must be raised within 7 days of container arrival; quality claims within 15 days of arrival, supported by photos, packing details and inspection records.
• Where a claim is verified, we replace the defective goods or issue a credit note, at our option. Liability is limited to the invoiced value of the affected goods.
• Claims are not accepted for damage caused by transport, storage or handling after risk has passed, or for goods produced to the Buyer’s approved specification and artwork.

10. Cancellation and suspension

Orders cancelled after materials have been purchased or production started are charged for work completed, materials committed and any non-recoverable costs. We may suspend performance without liability if the Buyer fails to pay, fails to approve artwork, or requests changes that make performance impractical.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, government action, port closures, strikes, power or raw material shortages. Deadlines are extended by the duration of the event. If the event continues beyond 90 days, either party may cancel the affected order without penalty, with payment for work already performed.

12. Limitation of liability

Our total liability arising from an order is limited to the invoiced value of the goods concerned. We are not liable for loss of profit, loss of business, loss of reputation or any indirect or consequential loss.

13. Compliance and anti-bribery

Both parties comply with applicable export control, customs, sanctions and anti-bribery laws. The Buyer is responsible for import licensing, product registration and labelling requirements in its own market.

14. Governing law and disputes

These terms are governed by the laws of the People’s Republic of China. Disputes shall first be resolved by good-faith negotiation; failing that, they shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its rules then in force. The arbitration award is final and binding on both parties.

15. Contact

Questions about these terms, quotations or contracts: [email protected].