Terms of Service

Welcome to FHWINNER ("Company", "we", "us", or "our"). These Terms of Service ("Terms") constitute a legally binding agreement between FHWINNER and you ("Client", "Buyer", "you") regarding your use of our B2B wholesale services and purchase of products.

By placing an order, accessing our services, or engaging in any business transaction with FHWINNER, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Note: These Terms apply exclusively to B2B wholesale transactions. We do not serve individual consumers or retail customers.

3.1 B2B Only: FHWINNER operates exclusively as a B2B wholesaler. You represent and warrant that you are a registered business entity, purchasing products for commercial resale, distribution, or business use.

3.2 Verification: We reserve the right to request business registration documents, tax identification numbers, or other credentials to verify your business status.

3.3 Authorized Representatives: You confirm that the individual placing orders has the authority to bind your organization to these Terms and any purchase agreements.

4.1 Quotations: All quotations are valid for 30 days from the date of issue unless otherwise specified. Prices are subject to change based on raw material costs, exchange rates, and production capacity.

4.2 Minimum Order Quantity: MOQ varies by product and customization level. We offer very low MOQ for trial orders to support new business relationships.

4.3 Order Confirmation: Orders become binding only upon our written confirmation via email or official purchase order acknowledgment.

4.4 Modifications: Order modifications or cancellations must be requested in writing. Changes are subject to acceptance and may incur additional fees if production has commenced.

4.5 Currency: All prices are quoted in USD unless otherwise agreed in writing.

5.1 Standard Terms: Default payment terms are 30% deposit upon order confirmation, 70% balance before shipment. Alternative arrangements may be negotiated for established clients.

5.2 Payment Methods: We accept wire transfer (T/T), Letter of Credit (L/C), and other mutually agreed methods. All bank charges are borne by the paying party.

5.3 Late Payment: Overdue payments will incur a late fee of 1.5% per month. We reserve the right to suspend shipments and future orders until outstanding balances are settled.

5.4 Currency Fluctuation: If significant currency fluctuations (>5%) occur between order confirmation and payment, we reserve the right to adjust pricing accordingly.

6.1 Shipping Terms: We offer FOB, CIF, and DDP (Delivered Duty Paid) terms. DDP service is available for qualified orders, where we handle all customs clearance, duties, and taxes.

6.2 Lead Time: Production lead times are specified in quotations, typically 30-60 days depending on order complexity and customization requirements. Times are estimates and not guaranteed.

6.3 Delivery: Shipping times vary by destination and method. We are not liable for delays caused by customs, weather, carrier issues, or force majeure events.

6.4 Risk Transfer: Risk of loss or damage transfers according to agreed Incoterms. For DDP shipments, risk transfers upon delivery to the specified address.

6.5 Inspection Upon Receipt: Clients must inspect goods within 7 days of receipt and report any discrepancies, damages, or defects immediately in writing with photographic evidence.

7.1 QC Standards: All products undergo our rigorous 3-Stage QC process: material inspection, production monitoring, and pre-shipment verification. We maintain a <1% defect rate target.

7.2 Samples: Pre-production samples are available upon request. Client approval of samples constitutes acceptance of quality standards for mass production.

7.3 Warranty: Products are warranted against manufacturing defects for 90 days from delivery. This warranty does not cover damage from misuse, normal wear, or improper storage.

7.4 Returns and Refunds: Returns are accepted only for verified manufacturing defects reported within 7 days of receipt. Client must provide detailed documentation and images. Return shipping costs for defective goods are borne by FHWINNER.

7.5 Remedy: Our liability for defective products is limited to replacement or credit note at our discretion. We are not liable for consequential damages or lost profits.

8.1 Custom Services: We offer logo customization, style modifications, and product design optimization. Additional fees and MOQ requirements apply.

8.2 Client IP: Clients retain ownership of their trademarks, logos, and proprietary designs provided to us. We agree not to reproduce client IP for any party other than the client.

8.3 FHWINNER IP: All product designs, improvements, and manufacturing processes developed by FHWINNER remain our intellectual property unless otherwise agreed in writing.

8.4 Compliance: Client warrants that all provided designs and specifications do not infringe third-party intellectual property rights. Client indemnifies FHWINNER against any IP infringement claims arising from client-provided materials.

8.5 Confidentiality: Both parties agree to maintain confidentiality of proprietary information, pricing, and business terms for a period of 3 years following the last transaction.

9.1 Monthly Updates: We provide 30-50 new product recommendations monthly to active clients. These recommendations are provided as-is without warranty of market performance.

9.2 Design Feedback: Free optimization solutions and design feedback are provided as a value-added service. Final production decisions remain with the client.

9.3 No Guarantee: Product recommendations and design advice are based on our experience and market research but do not constitute a guarantee of commercial success or sales performance.

10.1 Maximum Liability: Our total liability for any claim arising from a transaction shall not exceed the value of the specific order giving rise to the claim.

10.2 Consequential Damages: FHWINNER is not liable for indirect, incidental, special, or consequential damages including lost profits, business interruption, or loss of business opportunity.

10.3 Force Majeure: We are not liable for failure or delay in performance due to circumstances beyond our reasonable control including natural disasters, war, pandemic, government actions, labor disputes, or supply chain disruptions.

10.4 Third-Party Products: For products sourced from third-party manufacturers, our liability is limited to the warranty and remedies available from the original manufacturer.

11.1 Regulatory Compliance: Products are manufactured in compliance with Chinese export standards. Client is responsible for ensuring products meet all regulatory requirements in the destination country.

11.2 Product Testing: Clients are responsible for conducting any required product testing, certifications (CE, FDA, etc.), or safety assessments for their target markets.

11.3 Export Documentation: We provide standard commercial invoices, packing lists, and certificates of origin. Additional documentation requirements must be specified at order placement.

11.4 Sanctions Compliance: Client warrants they are not subject to international trade sanctions and will not resell products to sanctioned countries or entities.

12.1 Negotiation: Parties agree to first attempt to resolve any disputes through good-faith negotiation for a period of 30 days.

12.2 Mediation: If negotiation fails, parties agree to attempt mediation through a mutually agreed mediator or mediation service.

12.3 Arbitration: Unresolved disputes shall be settled by arbitration in Ningbo, China in accordance with Chinese arbitration rules, unless otherwise agreed in writing.

12.4 Governing Law: These Terms are governed by the laws of the People's Republic of China, excluding conflicts of law principles.

12.5 Language: The English version of these Terms shall prevail in case of any discrepancy with translated versions.

13.1 Termination Rights: Either party may terminate the business relationship with 30 days written notice, subject to completion of all pending orders.

13.2 Immediate Termination: We reserve the right to immediately terminate the relationship and refuse service if client: (a) fails to make timely payment, (b) violates these Terms, (c) engages in fraudulent activity, or (d) damages FHWINNER's reputation.

13.3 Effect of Termination: Upon termination, all outstanding invoices become immediately due and payable. Provisions regarding confidentiality, IP, and liability survive termination.

14.1 Right to Modify: FHWINNER reserves the right to modify these Terms at any time. Updated Terms will be posted on our website with a revised "Last Updated" date.

14.2 Notice: We will notify active clients of material changes via email. Continued business engagement after notification constitutes acceptance of updated Terms.

14.3 Existing Orders: Changes to Terms do not apply retroactively to orders confirmed prior to the update unless mutually agreed.

15.1 Entire Agreement: These Terms, together with any written quotations and order confirmations, constitute the entire agreement between parties and supersede all prior communications.

15.2 Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect.

15.3 Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.4 Assignment: Client may not assign these Terms without our prior written consent. We may assign our rights and obligations to affiliated entities or successors.

15.5 Headings: Section headings are for convenience only and do not affect interpretation.