Terms of Commercial Wholesale Service

1.1. These Terms of Commercial Wholesale Service ("Terms") govern all transactions, sample requests, OEM/ODM design engineering, tooling development, and wholesale orders concluded between DAYO International Sourcing Limited ("DAYO", "Seller", "we", "us") and any corporate buyer, distributor, importer, independent retailer, or authorized corporate agent ("Buyer", "Client", "you").

1.2. B2B Only: DAYO operates strictly as a business-to-business export manufacturer and supply partner. We do not provide consumer retail sales or single-item end-user commerce. By issuing a Request for Quotation (RFQ), submitting a Purchase Order (PO), or remitting sample fees, the Buyer warrants that it is acquiring seasonal celebration goods, party paperware, gift packaging, or event accessories solely for resale, commercial distribution, corporate gifting, or licensed event operations.

1.3. Any conflicting, varying, or additional conditions proposed by the Buyer in its purchase documentation are hereby expressly rejected unless accepted in writing by an authorized director of DAYO in Hong Kong.

2.1. Quotation Validity: All formal Proforma Invoices (PI) and sales quotations are issued in United States Dollars (USD) unless specified otherwise in Euro (EUR) or Hong Kong Dollars (HKD). Quotations are valid for 30 calendar days from the date of issue.

2.2. Raw Material & Freight Surcharges: Due to cyclic market fluctuations in virgin paper pulp, specialized foils, petrochemical coatings, and ocean maritime transport, DAYO reserves the right to adjust unconfirmed quotation rates before signed PI execution. Once a 30% production deposit is verified, prices for the confirmed batch are locked against currency shifts.

2.3. Taxation & Customs Duties: Unless a formal "DDP" (Delivered Duty Paid) Incoterm is explicitly executed, all baseline wholesale prices are quoted exclusive of destination import customs duties, Harbor Maintenance Fees, port clearance tariffs, local VAT/GST, and destination demurrage costs.

4.1. Digital & Physical Proofs: Prior to bulk extrusion, die-cutting, or high-speed web offset printing, DAYO delivers vectorized 2D die-line proofs for client layout sign-off.

4.2. Pre-Production Samples (PPS): For custom OEM programs, physical pre-production samples demonstrating actual board caliper, foil registration, and emboss fidelity can be dispatched via international courier (DHL/FedEx) in approximately 7-10 working days.

4.3. The "Golden Sample": The physical sample approved by the Buyer in writing shall serve as the sole "Golden Benchmark Sample" governing finished quality control tolerances at factory final packing.

5.1. Buyer's IP Indemnity: Where products are manufactured according to vector artwork, patterns, registered trademarks, or brand packaging supplied by the Buyer, the Buyer guarantees that it possesses unencumbered global legal ownership or licensing rights. The Buyer agrees to fully indemnify and defend DAYO against any third-party claims, lawsuits, or statutory damages arising from copyright or trademark infringement.

5.2. DAYO Catalog Design Rights: All original seasonal illustrations, holiday tableware concepts, and coordinated palettes engineered independently by DAYO's Hong Kong design studio remain the exclusive intellectual property of DAYO until explicitly assigned or licensed under written agreement.

5.3. Custom Tooling & Molds: Bespoke stamping dies, embossing cylinders, and thermoforming tooling funded specifically by the Buyer remain the dedicated property of the Buyer. DAYO pledges that such custom molds will never be deployed for another third party's production without formal consent.

6.1. Standard Production Cycles: Standard manufacturing lead times range between 25 to 45 calendar days following written Pre-Production Sample approval and confirmed deposit credit.

6.2. Peak Holiday Ordering Deadlines: For high-volume seasonal campaigns (Halloween, Christmas, and Q4 celebrations), production slots must be reserved in advance. To guarantee export shipping departure before August/September ocean carrier cutoffs, purchase orders must be finalized and deposit-secured no later than June 15 of the respective calendar year.

7.1. Standard Incoterms: Unless explicitly confirmed in the sales contract, all international sea freight is contracted under FOB (Free On Board) Ningbo, Shanghai, or Shenzhen Ports (Incoterms 2020 rules). CIF, CFR, and DAP terms can be coordinated via our partnered shipping lines upon request.

7.2. Transfer of Risk: Under FOB terms, risk of product damage or maritime loss transfers to the Buyer as soon as the cargo passes over the ship's rail or is handed over to the carrier's designated port terminal. The Buyer is responsible for securing adequate marine cargo insurance.

7.3. Container Consolidation: DAYO provides consolidated stuffing services across different manufacturing workshops to optimize container volumetric weight and minimize break-bulk expenses.

8.1. AQL Standard: Finished batches are inspected according to the internationally recognized ISO 2859-1 (AQL 2.5 Major / 4.0 Minor) sampling protocols unless heightened statistical standards are mutually negotiated.

8.2. Regulatory Compliance: Party tableware lines intended for food contact comply with relevant international directives, including US FDA 21 CFR and European LFGB / Regulation (EC) No 1935/2004. All paper pulp products can be supplied with certified Chain of Custody (FSC-C149826 available upon verification).

8.3. Third-Party Inspections: Buyers maintain the right to commission accredited independent inspection agencies (e.g., SGS, TÜV, Intertek, QIMA) at the factory before container loading. Notification must be provided at least 5 business days in advance.

9.1. 14-Day Notice Period: The Buyer must examine the shipment upon warehouse reception at destination. Formal claims regarding manufacturing defects, short-count variances, or wrong item fulfillment must be delivered to legal@hkdayo.com in writing within 14 calendar days of destination customs release.

9.2. Evidence Dossier: Valid claims must include container seal records, clear unboxing photographs/videos, outer carton batch code stamps, and an itemized breakdown of affected pieces.

9.3. Remedies: Where verified defects exceed the allowable AQL limits due to manufacturing negligence, DAYO's liability is strictly limited to (a) issuing a commercial credit note against future purchases, or (b) re-manufacturing and freighting replacement units with the subsequent export shipment.

10.1. Neither party shall be held liable for failure or delay in fulfillment caused by acts of God, typhoons, national trade embargoes, port closures, industrial lockouts, electrical grid rationing, armed conflicts, or severe customs blockades beyond reasonable human control.

10.2. Order Cancellation: Because seasonal inventory involves dedicated paper milling, bespoke printing cylinders, and seasonal assembly, confirmed orders cancelled by the Buyer after deposit disbursement forfeit the deposit to cover sunk material and tooling overhead.

11.1. Limitation of Damages: In no event shall DAYO be liable to the Buyer for any indirect, consequential, special, punitive, or loss-of-retail-profit damages arising out of shipping delays or shelf-life seasonal windows. In all circumstances, DAYO's cumulative financial liability is capped at the total purchase price paid for the specific affected batch.

11.2. Governing Law & Arbitration: These Terms and any dispute, controversy, or claim arising out of or relating to commercial contracts shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to conflict of law principles.

11.3. Any dispute that cannot be resolved amicably within 30 days shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for binding arbitration under the HKIAC Administered Arbitration Rules in force at the time of submission. The arbitration proceedings shall be conducted in English.