Terms of Service
These Terms govern all OEM/ODM transactions, intellectual property rights, trade compliance obligations, and liability limitations between Dongguan Hitop Sports Co., Ltd. and its buyers, partners and clients worldwide.
Definitions
For the purposes of these Terms of Service, the following definitions apply:
- "Company"
- Refers to Dongguan Hitop Sports Co., Ltd., a legally registered wetsuit manufacturer located in Dongguan, Guangdong Province, China.
- "Buyer" / "Client"
- Any individual, company, retailer, brand, distributor, or agent that places an order, signs a purchase contract, or engages in business dealings with the Company.
- "OEM"
- Original Equipment Manufacturing -- production of wetsuits to the Buyer's existing specifications, designs, and branding.
- "ODM"
- Original Design Manufacturing -- design and production of wetsuits by the Company based on the Buyer's functional requirements, with the Buyer's branding applied.
- "Products"
- All wetsuits, neoprene garments, accessories, and related items manufactured or supplied by the Company, including surfing, diving, freediving, triathlon, and spearfishing wetsuits.
- "MOQ"
- Minimum Order Quantity as specified in the applicable quotation, purchase order, or sales contract.
- "Confidential Information"
- Any non-public technical, commercial, or operational information disclosed by either party in connection with an order or business relationship, including designs, pricing, formulations, and manufacturing processes.
Acceptance of Terms
By engaging with the Company through any of the following actions, the Buyer acknowledges having read, understood, and agreed to be legally bound by these Terms:
- Submitting an inquiry, request for quotation (RFQ), or purchase order via email, Alibaba, or any other communication channel;
- Signing a sales contract, proforma invoice, or purchase agreement issued by the Company;
- Making a deposit or full payment for any order;
- Approving pre-production samples or authorizing bulk production commencement.
Important: If you do not agree to these Terms, you must not place any orders or enter into any business relationship with the Company. These Terms supersede any conflicting terms in Buyer-issued purchase orders unless expressly agreed in writing by the Company.
OEM / ODM Order Terms
3.1 Order Placement & Confirmation
All orders must be confirmed via a written purchase order or signed sales contract specifying product type, quantity, thickness, size breakdown, color, logo specifications, delivery timeline, and agreed unit price. Verbal agreements are not binding.
The Company reserves the right to decline any order at its sole discretion without liability.
3.2 Minimum Order Quantity (MOQ)
MOQ requirements vary by product type and customization level. The applicable MOQ will be stated in the quotation. Orders below the stated MOQ may be accepted at the Company's discretion and may be subject to a small-order surcharge.
50+ pcs
OEM Logo Only
100+ pcs
Custom Pattern
200+ pcs
Full ODM Design
* MOQ figures are indicative. Confirmed MOQ will be stated in the formal quotation.
3.3 Sampling Process
Pre-production samples will be developed prior to bulk manufacturing. The Buyer must provide written approval of samples before bulk production commences. The Company is not liable for defects arising from specifications approved by the Buyer.
Sample Fees: Sample fees may apply and will be quoted separately. Sample fees are typically credited against the first bulk order above the stated MOQ. The Company reserves the right to charge for excessive revision rounds beyond three (3) iterations.
3.4 Order Modifications & Cancellations
Once bulk production has commenced, order modifications or cancellations are subject to the following conditions:
Cancellation after production start: The Buyer forfeits the deposit and is liable for costs incurred up to the cancellation date, including materials and labor.
Quantity reduction after production start: Subject to a re-tooling or restocking fee. Minimum 30% of the original order value must be honored.
Pre-production cancellation: Cancellation before bulk production commencement is subject to a sample and tooling cost recovery fee only.
Payment Terms
4.1 Accepted Payment Methods
4.2 Late Payment & Default
Failure to make payment by the agreed due date entitles the Company to:
- Suspend production or withhold shipment until full payment is received;
- Charge interest at a rate of 1.5% per month on overdue amounts;
- Recover reasonable legal and collection costs incurred in pursuing overdue payment.
4.3 Currency & Pricing
All prices are quoted in USD unless otherwise specified. Prices are valid for thirty (30) days from the date of quotation. The Company reserves the right to revise pricing due to significant fluctuations in raw material costs, currency exchange rates exceeding ±5%, or changes in applicable tariffs.
Intellectual Property
5.1 Buyer's IP Ownership
All logos, trademarks, brand names, artwork, and design files provided by the Buyer remain the exclusive intellectual property of the Buyer. The Company will not use, reproduce, disclose, or transfer the Buyer's IP to any third party without prior written consent.
5.2 Company's IP Ownership
The Company retains ownership of all manufacturing processes, proprietary construction techniques, base pattern templates, material formulations, and technical know-how. ODM designs created by the Company remain the property of the Company unless a written IP assignment agreement is executed separately.
Exclusive Design Lock: Upon full payment for an ODM project, the Company will grant the Buyer an exclusive license to use the specific design for a defined territory and period, as agreed in writing. Exclusive IP transfer requires a separate IP Assignment Agreement and additional fee.
5.3 Buyer's IP Warranty
The Buyer warrants that all logos, designs, trademarks, and materials provided to the Company for OEM production are legally owned or licensed by the Buyer, and do not infringe upon any third-party intellectual property rights. The Buyer agrees to indemnify and hold the Company harmless from any claims, damages, costs, or liabilities arising from IP infringement caused by the Buyer's provided materials.
5.4 Non-Replication Commitment
The Company commits not to replicate or sell products bearing the Buyer's logo, branding, or unique design specifications to any other party. Violation of this commitment by the Company shall entitle the Buyer to claim documented direct damages.
Confidentiality
Both parties agree to maintain strict confidentiality regarding all Confidential Information exchanged during the course of business. This obligation survives the termination or expiration of any purchase order or business relationship for a period of five (5) years.
Covered Information Includes:
- Pricing, cost structures, and commercial terms
- Technical specifications and design files
- Customer lists and market strategies
- Manufacturing processes and material sourcing
Exceptions (Not Confidential):
- Information already in the public domain
- Information independently developed without reference to disclosed materials
- Disclosure required by law or court order
Quality Assurance & Inspection
The Company maintains rigorous quality control procedures throughout the manufacturing process, consistent with TUV verification standards and ISO quality management principles.
7.1 Acceptable Quality Level (AQL)
Products are inspected against agreed specifications using AQL 2.5 standards (or as otherwise agreed). A tolerance of ±2% on quantity per shipment is acceptable and does not constitute a defect.
7.2 Third-Party Inspection
The Buyer may arrange third-party pre-shipment inspection at their own cost with at least five (5) business days' advance notice. The Company will provide reasonable access and cooperation. Inspection approval constitutes the Buyer's acceptance of the goods.
7.3 Defect Claims
The Buyer must inspect goods within fourteen (14) days of receipt and notify the Company in writing of any defects, including photographic evidence and a defect report. Claims submitted after this period will not be accepted. Accepted defect claims will be remedied by:
Delivery & Shipping
8.1 Lead Times
Standard production lead times are 30-60 days from deposit receipt and sample approval, depending on order complexity and volume. Lead times are estimates and not guaranteed unless expressly stated in the sales contract.
8.2 Incoterms & Risk Transfer
Unless otherwise agreed, all shipments are made on FOB Guangzhou/Shenzhen terms (Incoterms 2020). Risk of loss or damage passes to the Buyer upon loading at the port of origin. The Company may offer CIF or DDP terms upon request at additional cost.
8.3 Force Majeure Delays
The Company shall not be liable for delays caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, port congestion, government restrictions, labor strikes, or raw material shortages. The Company will notify the Buyer promptly of any such delay and provide a revised estimated delivery date.
Trade Compliance
Our Commitment: Dongguan Hitop Sports maintains TUV verification, ISO-aligned quality management, and compliance with applicable EU and US product safety and chemical regulations.
9.1 Product Compliance
Products manufactured by the Company comply with applicable international standards including REACH regulations, RoHS directives, and standard neoprene material safety requirements. The Company will provide available test reports and certification documentation upon request.
9.2 Import Duties & Tariffs
The Buyer is solely responsible for all import duties, tariffs, customs clearance fees, and taxes applicable in the destination country, including any anti-dumping duties or Section 301 tariffs applicable to goods of Chinese origin imported into the United States. The Company will provide accurate commercial invoices and packing lists to facilitate customs clearance.
9.3 Export Controls
The Buyer agrees not to re-export or transfer products to any country, entity, or individual subject to sanctions or export control restrictions under applicable Chinese, US, or EU law. The Buyer is responsible for obtaining any required export or import licenses.
9.4 Anti-Bribery & Ethical Sourcing
Both parties agree to conduct business in compliance with applicable anti-bribery, anti-corruption, and fair labor laws. The Company does not use forced labor, child labor, or engage in practices prohibited under the ILO core labor standards. Buyers requiring social compliance audits should notify the Company in advance.
Limitation of Liability
Important Limitation Notice
The Company's total aggregate liability to the Buyer for any claim arising from or related to any order shall not exceed the total amount paid by the Buyer for the specific order giving rise to the claim. This limitation applies to all claims regardless of the form of action.
10.1 Exclusion of Consequential Damages
To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business opportunity, loss of goodwill, or market losses, even if the Company has been advised of the possibility of such damages.
10.2 Warranty Disclaimer
Products are provided "as manufactured" to the agreed specifications. The Company makes no implied warranties of merchantability or fitness for a particular purpose beyond the express specifications agreed in the purchase order. The Buyer is responsible for ensuring products are suitable for their intended end use and compliant with destination market regulations.
10.3 Buyer Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Company, its directors, employees, and agents from any third-party claims, liabilities, damages, or expenses (including legal fees) arising from: (a) the Buyer's use, resale, or distribution of products; (b) the Buyer's IP infringement; (c) the Buyer's failure to comply with applicable laws in the destination market; or (d) product modifications made by the Buyer after delivery.
Dispute Resolution
11.1 Governing Law
These Terms and all transactions between the parties 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 principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply where applicable.
11.2 Negotiation First
In the event of any dispute, the parties agree to first attempt resolution through good-faith negotiation within thirty (30) days of written notice of the dispute. Most commercial issues can be resolved through direct communication with our export team.
11.3 Arbitration
If negotiation fails, disputes shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for final and binding arbitration in Guangzhou, China. Arbitration proceedings shall be conducted in English. The arbitral award shall be final and enforceable in accordance with the New York Convention.
Termination
Either party may terminate an active order or business relationship under the following circumstances:
Material Breach
Either party may terminate immediately upon written notice if the other party commits a material breach that remains uncured for fifteen (15) days after written notice.
Insolvency
Either party may terminate immediately if the other party becomes insolvent, enters bankruptcy, or makes an assignment for the benefit of creditors.
Non-Payment
The Company may terminate and withhold goods if the Buyer fails to make payment within thirty (30) days of the due date.
Upon termination, all outstanding payment obligations remain enforceable. Sections relating to IP, confidentiality, liability, and dispute resolution survive termination.
Amendments & Severability
13.1 Amendments
The Company reserves the right to update or amend these Terms at any time. Updated Terms will be posted on the Company's website and/or communicated to active clients. Continued placement of orders after the effective date of any amendment constitutes acceptance of the revised Terms.
13.2 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.
13.3 Entire Agreement
These Terms, together with any signed sales contract, purchase order confirmation, and non-disclosure agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter hereof.
Contact Us
For questions regarding these Terms of Service, legal inquiries, or to request a copy of our certifications and compliance documentation, please contact us through the following channels:
Address
Dongguan, Guangdong Province,
People's Republic of China
Legal Notices
Dongguan Hitop Sports Co., Ltd.
Attn: Export & Legal Department
Acknowledgement
By conducting business with Dongguan Hitop Sports Co., Ltd., you confirm that you have read and agree to these Terms of Service. These Terms form a legally binding agreement governing all transactions between you and the Company.
© 2025 Dongguan Hitop Sports Co., Ltd. All rights reserved.
Effective: January 1, 2025 · Version 2.1
Governing Law: People's Republic of China