Terms of Service

1

Scope of Cooperation

These Terms of Service apply to all business-to-business transactions between Zhejiang Xierbo Knitting Co., Ltd. (hereinafter "Xierbo" or "Supplier") and wholesale buyers, distributors, retailers, and trading companies (hereinafter "Buyer" or "Client").

Our cooperation scope covers the design, development, manufacturing, and export of hosiery products including fleece-lined leggings, sheer leggings, warm bottoming pants, silk stockings, and socks.

By placing an order or entering into a cooperation agreement with Xierbo, the Buyer acknowledges and agrees to be bound by these terms and conditions.

Xierbo reserves the right to modify these terms with prior written notice. Continued cooperation after such modifications constitutes acceptance of the revised terms.

2

Order Rules

MOQ

Minimum Order Quantity

Payment

Terms & Methods

Delivery

Lead Time & Shipping

A Minimum Order Quantity (MOQ)

• Standard stock items: MOQ 500 pieces per style per color

• Custom designs: MOQ 1,000 pieces per style per color

• Mixed orders accepted with total quantity ≥ 2,000 pieces

• Sample orders: 50-100 pieces available at sample pricing

B Payment Terms

• New clients: 30% deposit upon order confirmation, 70% balance before shipment

• Established clients (6+ months): 30% deposit, 70% against copy of B/L

• Accepted payment methods: T/T (Wire Transfer), L/C at sight, PayPal (for samples)

• All bank charges outside China shall be borne by the Buyer

C Delivery & Lead Time

• Stock items: 7-15 days after deposit confirmation

• Custom orders: 25-35 days after deposit and design approval

• Large orders (50,000+ pieces): 45-60 days after deposit

• Shipping terms: FOB Ningbo/Shanghai, CFR, or CIF available upon request

• Rush orders possible with 15-20% surcharge (subject to production capacity)

3

Customization Terms

Sample Development

Existing design samples: Free (shipping on buyer's account)

Custom design samples: $50-150 per style (refundable upon order ≥ MOQ)

Sample lead time: 7-12 days after design confirmation

Mold & Tooling

Standard molds: Included in production cost for orders ≥ 5,000 pcs

Special molds: Buyer pays mold fee ($200-800), refunded after 20,000 pcs

Mold ownership: Retained by Xierbo; buyer has exclusive usage rights

Design & Intellectual Property

• Buyer-provided designs remain the intellectual property of the Buyer. Xierbo shall not reproduce or sell such designs to third parties without written consent.

• Xierbo-originated designs presented for customization remain Xierbo's property. Buyer receives non-exclusive manufacturing rights for confirmed orders.

• Buyer warrants that all provided designs, logos, and trademarks do not infringe third-party intellectual property rights and indemnifies Xierbo against related claims.

Customization Approval Process

1. Buyer submits design specifications, materials, dimensions, and color requirements

2. Xierbo provides quotation and technical feasibility assessment within 3 business days

3. Upon approval, sample fee payment initiates sample development

4. Physical sample submitted for Buyer approval (2 rounds of revisions included)

5. Buyer provides written approval to commence bulk production

4

Quality Assurance & After-Sales

Quality Control Standards

Production Inspection: All products undergo multi-stage quality checks including raw material inspection, in-process monitoring, and final pre-shipment inspection. Our QC department follows AQL 2.5 standard (ISO 2859-1).

Acceptable Defect Rate: Major defects ≤ 1.5%, Minor defects ≤ 4.0%. Defects include incorrect sizing, color deviation beyond tolerance, stitching issues, fabric flaws, and packaging errors.

Third-Party Inspection: Buyer may arrange independent third-party inspection at Buyer's cost. Inspection must be scheduled 3 days prior to planned shipment date.

Warranty & Claims

Warranty Period

90 days from the date of shipment for manufacturing defects under normal use conditions. Warranty does not cover damage from improper storage, mishandling, or unauthorized alterations.

Claim Procedure

1. Buyer must submit written claim with photographic evidence within 15 days of receiving goods
2. Retain all defective items and packaging for inspection if required
3. Xierbo investigates and responds within 5 business days
4. If claim is valid, Xierbo offers replacement, credit, or discount on next order at Xierbo's discretion

Liability Limitation: Xierbo's total liability for any claim shall not exceed the invoice value of the defective products. Xierbo shall not be liable for consequential, indirect, or incidental damages including loss of profits or business interruption.

5

Breach of Contract & Dispute Resolution

Breach Liability

Buyer's Breach

• Payment Delay: If balance payment is delayed beyond agreed terms, Xierbo may suspend shipment. Buyer shall pay 0.5% of outstanding amount per week as late payment fee.
• Order Cancellation: If Buyer cancels order after production has commenced, deposit is non-refundable. If goods are completed, Buyer shall pay 100% of order value.
• Refusal to Accept Goods: If Buyer refuses conforming goods without valid reason, Buyer shall pay all costs including storage, return shipping, and 20% penalty of order value.

Supplier's Breach

• Delivery Delay: If Xierbo fails to deliver within agreed timeframe (excluding force majeure), Buyer may claim 0.3% of order value per week as compensation, maximum 5% of order value.
• Quality Non-Conformance: If defect rate exceeds agreed standards, Xierbo shall provide remedies per Section 4 (Quality & After-Sales).
• Order Cancellation by Supplier: If Xierbo cancels order without valid reason, full deposit shall be refunded with 10% additional compensation.

Force Majeure

Neither party shall be liable for failure to perform obligations due to force majeure events including but not limited to: natural disasters, war, government actions, epidemic/pandemic, labor strikes, transportation disruptions, or supply chain interruptions beyond reasonable control.

The affected party shall notify the other party within 7 days and provide relevant documentation. If force majeure persists beyond 60 days, either party may terminate the contract without penalty, with Buyer entitled to refund of deposit (less costs already incurred).

Dispute Resolution

1

Friendly Negotiation

15 days

2

Mediation

30 days

3

Arbitration

Final & Binding

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Arbitration Venue

Any dispute that cannot be resolved through negotiation or mediation shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) in Shanghai for arbitration. The arbitration award shall be final and binding upon both parties.

Language

All arbitration proceedings shall be conducted in English. In case of any discrepancy between English and Chinese versions of these Terms, the English version shall prevail.