Terms of Service

1.1 Applicable Parties: These Terms apply to B2B clients including but not limited to: artificial plants importers, furniture importers, landscape contractors, real estate developers, event planning companies, interior/exterior decoration firms, and public venue operators worldwide.

1.2 Product Scope: Indoor Artificial Plants Wall Panels, Outdoor UV Protected Artificial Plants Wall Panels, Fire Retardant (UV FR) Artificial Plants Wall Panels, and Additional Artificial Plants as listed in our product catalog.

1.3 Geographic Coverage: We serve clients in 50+ countries globally. Specific terms may vary based on destination country regulations and shipping logistics.

1.4 Exclusions: These Terms do not apply to retail consumers or non-commercial individual buyers. Retail purchases are subject to separate consumer terms.

2.1 Minimum Order Quantity (MOQ):

• Standard Products: 500 sqm per SKU (negotiable for mixed container orders)
• Customized Products: 1000 sqm per custom design
• Sample Orders: Available with minimum 50 sqm (sample fee applies, refundable upon bulk order)

2.2 Payment Terms:

• Standard Terms: 30% deposit upon order confirmation, 70% balance before shipment
• Long-term Partners: Negotiable credit terms available after 3 successful transactions
• Accepted Methods: T/T (Wire Transfer), L/C at sight (for orders above USD 50,000)
• Currency: USD or CNY (exchange rate locked at deposit payment date)

2.3 Lead Time & Delivery:

• Standard Products: 25-35 days after deposit receipt
• Customized Products: 35-45 days (including sampling and approval)
• Urgent Orders: Expedited production available with 15% surcharge (subject to production schedule)
• Delivery Terms: FOB Shenzhen/Guangzhou (other terms like CIF/DDU negotiable)
• Delays: Force majeure events (natural disasters, government restrictions, port congestion) will extend lead time without penalty

2.4 Order Modifications: Changes to confirmed orders are accepted only within 7 days of deposit payment. Modifications after production commencement may incur 10-20% adjustment fee depending on progress stage.

3.1 Sampling Process:

• Sample Fee: USD 200-500 per custom design (depending on complexity)
• Sample Lead Time: 10-15 days
• Refund Policy: 100% sample fee refunded when bulk order exceeds 1000 sqm
• Revisions: Up to 2 free revisions included; additional revisions charged at USD 100 per iteration

3.2 Mold & Tooling Fees:

• Custom mold fees range from USD 500-3000 depending on design complexity and size
• Mold fee is one-time payment, refundable upon cumulative orders reaching 5000 sqm of the same design
• Rush mold development (under 20 days) incurs 30% premium

3.3 Mold Ownership & Exclusivity:

• Standard Agreement: Molds remain property of DYArtificial. Client has non-exclusive usage rights.
• Exclusive Ownership: Client may purchase full mold ownership for 3x mold fee. DYArtificial will not produce the design for other clients.
• Mold Storage: Free storage for 2 years after last order. After 2 years of inactivity, molds may be scrapped with 90-day notice to client.

3.4 Intellectual Property:

• Client warrants that submitted designs do not infringe third-party IP rights
• Client indemnifies DYArtificial against any IP claims arising from client-provided designs
• DYArtificial retains right to showcase completed projects in marketing materials unless client requests confidentiality in writing

4.1 Pre-Shipment Inspection:

• All orders undergo internal QC inspection before packaging
• Client may appoint third-party inspection agency (SGS, BV, TUV, etc.) at client's expense
• Inspection must be scheduled 5 days before planned shipment date
• Inspection results are final; claims after shipment require photographic evidence and must be filed within 7 days of container receipt

4.2 Quality Standards & Tolerance:

• Color Variation: ±5% shade variance acceptable due to batch dye differences
• Size Tolerance: ±2% dimensional variance for wall panels
• Defect Rate: Maximum 2% defective units per shipment (minor defects like loose leaves); major defects (broken panels, wrong products) must be below 0.5%

4.3 Warranty Coverage:

• Indoor Products: 1-year warranty against manufacturing defects
• Outdoor UV Protected Products: 3-year warranty against color fading and leaf cracking under normal outdoor conditions
• Fire Retardant (UV FR) Products: 3-year UV warranty + certification validity guarantee (if product fails re-testing within 3 years, free replacement provided)
• Exclusions: Damage from improper installation, extreme weather (hurricanes, hail), vandalism, or use beyond intended environment (e.g., indoor products used outdoors)

4.4 Claim & Replacement Process:

• Claims must be submitted within 7 days of receiving goods with photos/videos showing defects and packaging labels
• DYArtificial will respond within 48 hours with resolution plan
• Approved claims: Replacement products shipped with client's next order (or standalone shipment for urgent cases, freight shared 50/50)
• Disputed claims: Third-party lab testing arranged; testing costs borne by party found at fault

4.5 Returns & Refunds:

• Returns accepted only for manufacturing defects exceeding tolerance levels
• No returns accepted for client's change of mind, market changes, or design dissatisfaction after approval
• Approved returns: Client receives credit note for future orders (refunds only issued if no future cooperation planned, minus 15% restocking fee)

5.1 Client's Breach of Contract:

• Payment Default: If balance payment not received within 7 days of agreed date, DYArtificial reserves right to halt shipment and charge 2% monthly interest on outstanding amount. Goods may be resold after 30 days default with deposit forfeited.
• Order Cancellation: If client cancels order after production commencement, deposit is non-refundable. If cancellation occurs after 50% production completion, client liable for 50% of total order value.
• Inspection No-Show: If client-appointed inspector fails to appear within scheduled window without 48-hour notice, DYArtificial may proceed with shipment and client waives right to post-shipment quality claims.

5.2 DYArtificial's Breach of Contract:

• Delivery Delay: For delays exceeding 10 days beyond agreed lead time (excluding force majeure), client entitled to 1% order value compensation per week of delay, capped at 5% total order value.
• Quality Failure: If defect rate exceeds agreed tolerance and confirmed by inspection, DYArtificial will replace defective goods at own cost and compensate 5% of defective goods' value for client's inconvenience.
• Wrong Product Shipment: If shipped products materially differ from order (wrong design, color, or specifications), DYArtificial bears full cost of return shipping and re-production with 10% discount on replacement order.

5.3 Limitation of Liability:

• DYArtificial's total liability for any claim shall not exceed the total value of the specific order in dispute
• DYArtificial is not liable for indirect, consequential, or punitive damages including lost profits, business interruption, or reputational harm
• Claims must be filed within 6 months of delivery; any claims filed after this period are time-barred

5.4 Force Majeure:

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control including: natural disasters, war, government restrictions, pandemics, labor strikes, raw material shortages, or transportation disruptions. Affected party must notify the other within 5 days with supporting documentation. Contract obligations are suspended during force majeure period and may be terminated if event persists beyond 90 days.

5.5 Dispute Resolution:

• Negotiation: Parties agree to first attempt good-faith negotiation for 30 days
• Mediation: If negotiation fails, parties may engage neutral third-party mediator (costs shared equally)
• Arbitration: Unresolved disputes shall be settled by arbitration under the rules of China International Economic and Trade Arbitration Commission (CIETAC) in Shenzhen, China. Arbitration shall be conducted in English. Arbitration award is final and binding.
• Governing Law: These Terms are governed by the laws of the People's Republic of China, excluding conflict of law provisions
• Legal Costs: Prevailing party in arbitration entitled to recover reasonable legal fees and costs

5.6 Confidentiality:

Both parties agree to keep confidential all non-public information exchanged during cooperation including pricing, technical specifications, client lists, and business strategies. Confidentiality obligation survives contract termination for 3 years. Breach of confidentiality may result in injunctive relief and damages.

5.7 Severability & Amendments:

If any provision of these Terms is found invalid or unenforceable, remaining provisions remain in full effect. DYArtificial reserves right to update these Terms with 30-day notice to clients. Continued cooperation after notice period constitutes acceptance of revised Terms.