Disclaimer: This template is provided for general information only and is not legal advice. Local laws vary. Please have your counsel review and localize (e.g., consumer law carve‑outs, governing law, tax wording).

Effective Date: [2025-10-01]

Parties & Site. These Terms of Service (“Terms“) govern access to and use of seawintrade.com (the “Site“) and any quotations, order acknowledgments, pro forma invoices, sales, and deliveries issued via the Site or by Seawin Trade. “Seller” means Seawin Trade and its affiliates including without limitation [Hong Kong entity legal name & CR number] and [Mainland China entity legal name & Unified Social Credit Code] (collectively, “Seawin Trade”). “Buyer” means the business entity accessing the Site or purchasing products/services from Seller. The Site and sales are intended for B2B only.

1. Acceptance of Terms; Order of Precedence

By accessing the Site, submitting an RFQ, or placing an order, Buyer accepts these Terms. Any additional or conflicting terms in Buyer’s documents are rejected and have no effect unless expressly accepted in a writing signed by Seller. If there is a conflict: (i) a mutually signed master agreement controls; (ii) then Seller’s quotation/PI; (iii) then these Terms; (iv) then Buyer’s PO.

2. Quotes; Specifications; Changes

2.1 Quotes/PI. Prices, lead times, and logistics options are estimates until confirmed in Seller’s written quotation or pro forma invoice (“PI“). Quotes are valid only for the period stated or 7 days if not stated.

2.2 Specs & Drawings. Buyer is solely responsible for accuracy and completeness of specifications, drawings, samples, labeling, and regulatory requirements for the destination market, unless expressly included in the PI.

2.3 Changes. Seller may accept or reject change requests. Accepted changes may adjust price/lead time. Buyer shall promptly approve updated PI.

3. Price; Taxes; Duties; Surcharges

3.1 Price Basis. Prices exclude VAT/GST/sales taxes, import/export duties, brokerage, inspection fees, testing, certification, storage, and any accessorial charges (e.g., remote area, appointment, residential, redelivery, tail‑lift), unless the PI expressly includes them.

3.2 Adjustments. Seller may adjust prices for material/currency surges, regulatory changes, or carrier tariffs outside Seller’s control prior to shipment upon notice to Buyer. If Buyer does not accept, Seller may cancel unshipped items without liability.

3.3 Misclassification/Valuation. If authorities reclassify HS code or valuation resulting in additional duties/taxes/penalties, Buyer shall reimburse Seller unless misclassification is solely due to Seller’s gross negligence.

4. Payment; Title; Security Interest

4.1 Payment Terms. Unless stated otherwise in the PI, payment is 30% deposit upon PO; 70% prior to dispatch after FQC approval. For first orders or high‑risk lanes, Seller may require 100% prepayment. Late amounts accrue interest at 1.5% per month (or the maximum lawful rate).

4.2 No Set‑Off. Buyer may not withhold or set off payments.

4.3 Title & Risk. Title transfers to Buyer upon full payment. Seller retains a security interest in the goods until paid in full and may file financing statements.

4.4 Suspension/Termination for Non‑Payment. Seller may suspend performance or cancel undelivered items if payment is late or Buyer’s creditworthiness deteriorates.

5. Delivery Terms; Incoterms® 2020; Importer of Record

5.1 Named Term. The shipping term is as stated in the PI (Incoterms® 2020). If not stated, the default is EXW (Shenzhen or Hong Kong, at Seller’s discretion), Incoterms® 2020.

5.2 DDP/DAP. If the PI specifies DDP or duties/taxes prepaid, Buyer acknowledges (a) Seller may act as or appoint an Importer of Record (IOR) only where lawful; (b) if Seller cannot legally act as IOR, the term automatically reverts to DAP (named place) and Buyer shall be responsible for duties/taxes; (c) duties/taxes and surcharges advanced by Seller are reimbursable by Buyer upon proof.

5.3 Delivery Date. Delivery dates are estimates and subject to customs, carrier capacity, and Force Majeure. Seller is not liable for consequential loss due to delays.

5.4 Over/Under‑Supply. Seller may ship ±5% quantity with price adjusted pro rata.

6. Inspection; Acceptance; Claims

6.1 Pre‑Shipment QC. Unless otherwise agreed, Seller conducts IQC/PQC/FQC; QC photos/measurements reflect samples or batch checks and are for reference only.

6.2 Acceptance. Buyer shall inspect upon delivery. Apparent damage/shortage claims must be noted on the carrier POD and notified to Seller within 5 calendar days of delivery; latent defects within 30 days of delivery with evidence. Failure to notify in time constitutes acceptance.

6.3 Remedies. For valid claims, Seller may repair, replace, or refund the affected goods at Seller’s option. This is Buyer’s exclusive remedy. Return of goods requires Seller’s written RMA and original packaging where feasible.

7. Warranties; Disclaimers

7.1 Limited Warranty. Seller warrants that goods will substantially conform to mutually agreed specifications at the time of shipment.

7.2 Exclusions. No warranty for misuse, improper storage, unauthorised modification, normal wear, or non‑conforming buyer drawings/materials.

7.3 Regulatory Fit. Unless expressly stated in the PI, Seller does not warrant that goods meet any specific regulatory/industry standard in the destination market. Buyer is responsible for ensuring required certifications/labels are specified and purchased.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT ABOVE, GOODS AND THE SITE ARE PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, including merchantability, fitness for a particular purpose, and non‑infringement, to the maximum extent permitted by law.

8. Limitation of Liability

To the maximum extent permitted by law: (a) Seller’s total liability arising out of or related to the sale shall not exceed the amount actually paid by Buyer for the specific goods giving rise to the claim; (b) Seller is not liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profit, revenue, or business; (c) claims must be brought within one year after the cause of action accrues.

9. Compliance; Export Controls; Sanctions; Anti‑Bribery

Buyer represents and warrants that it will comply with all applicable laws (including export controls and sanctions of the UN, Hong Kong, PRC, US, UK, and EU) and will not request shipments to sanctioned parties or destinations. Buyer shall comply with anti‑corruption laws (e.g., PRC Anti‑Unfair Competition Law, FCPA, UK Bribery Act). Buyer shall provide all licenses/permits and is responsible for import compliance unless the PI expressly includes those services.

10. IP; Tooling; Confidentiality; Non‑Circumvention

10.1 Buyer IP & Indemnity. For customised goods, Buyer warrants it owns or has rights to use all drawings, logos, and content supplied and shall indemnify Seller against third‑party claims of infringement arising from Buyer’s materials.

10.2 Tooling. Unless the PI states otherwise, tooling/moulds/fixtures are owned by Seller; storage/maintenance fees may apply.

10.3 Confidentiality. RFQs, prices, supplier identities, quality reports, and non‑public information are Seller Confidential Information. Buyer shall not disclose without consent.

10.4 Non‑Circumvention. For 24 months after first disclosure, Buyer shall not directly or indirectly solicit or purchase from factories/suppliers introduced by Seller without Seller’s written consent. If breached, Seller may claim liquidated damages equal to 30% of the purchase value from such suppliers, in addition to other remedies.

11. Website Use; Content; Third‑Party Links

The Site content is for general information. Seller may modify the Site at any time. Third‑party links are provided as a convenience only; Seller is not responsible for their content or accuracy.

12. Data & Privacy

Personal data is processed in accordance with Seller’s Privacy Policy available on the Site. Buyer shall not upload unlawful or harmful data.

13. Force Majeure

Seller is not liable for delay or failure due to events beyond its reasonable control, including but not limited to acts of God, epidemics, labor disputes, war, sanctions, governmental actions, port closures, carrier shortages, power failures, or supplier non‑performance. Time for performance is extended for the duration of the event. If Force Majeure persists over 60 days, either party may cancel undelivered items without liability.

14. Termination; Suspension

Seller may suspend or terminate access to the Site or any order if Buyer breaches these Terms, becomes insolvent, or fails to pay when due. Termination does not affect accrued rights.

15. Governing Law; Dispute Resolution

15.1 Governing Law. These Terms and any dispute arising out of or in connection with them are governed by the laws of Hong Kong, without regard to conflict‑of‑laws rules.

15.2 Arbitration. Any dispute shall be finally resolved by arbitration at HKIAC in Hong Kong under the HKIAC Administered Arbitration Rules then in force. Seat: Hong Kong. Language: English. Judgment on the award may be entered in any court of competent jurisdiction. Nothing prevents Seller from seeking injunctive relief for IP or confidentiality breaches in any competent court.

16. Miscellaneous

16.1 Assignment. Buyer may not assign without Seller’s prior written consent. Seller may assign to affiliates or in connection with a merger or sale.

16.2 Severability. If any provision is invalid, the remainder remains in effect.

16.3 No Waiver. Failure to enforce is not a waiver.

16.4 Entire Agreement. These Terms together with the PI constitute the entire agreement regarding the sale and supersede prior discussions.

16.5 Notices. Formal notices must be in writing and sent to: [Legal notices email] and [Registered address of Seller].

Attachment A — Logistics & Delivery Addendum (Optional)

A1. Packaging & Labelling. Unless agreed, Seller uses commercial packaging suitable for normal transport; special packaging/labels are chargeable.

A2. Delivery Scope. Unless expressly included, the following are excluded: inside delivery, installation, debris removal, delivery appointments, liftgate, pallet exchange, and residential delivery.

A3. Accessorial Charges. Remote area surcharges, redelivery, storage, customs exam fees, and administrative fees are billable as per carrier tariff + handling.

A4. IOR Backup Plan (for DDP). If Seller cannot legally act as IOR, (i) Buyer shall provide a local IOR or authorize carrier to act; (ii) shipment reverts to DAP; (iii) any duties/taxes advanced by Seller are reimbursable immediately.

A5. Insurance. Unless expressly included in the PI, Buyer is responsible for cargo insurance. If included, insurance is limited to the invoice value CIF with standard Institute Cargo Clauses.

Attachment B — Quality & Claims Addendum (Optional)

B1. Samples. Pre‑production samples, if requested, are chargeable unless otherwise stated. Minor deviations consistent with industry tolerance do not constitute non‑conformity.

B2. Tolerances. Unless otherwise agreed, dimensional tolerances are as per drawing or, if not specified, ISO 2768‑m (machined) / customary practice for the commodity.

B3. Claims Workflow. Buyer shall supply defect description, photo/video, batch/lot numbers, and a reasonable number of samples. Seller may require return for analysis.

B4. Remedies. Seller’s sole obligation is repair/replacement/refund at Seller’s option; no field work, recall, or labour is included unless agreed in writing.

B5. Excluded Uses. Goods are not designed for life‑support, aerospace, medical implant, or other ultra‑hazardous uses unless explicitly agreed in writing.

Boilerplate for PI/Quotation (copy block)

• Term & Place: “Delivery: [Incoterm] [Named place], Incoterms® 2020.”
• Payment: “30% deposit on PO; 70% before dispatch after FQC approval. Late interest 1.5%/month.”
• Validity: “Quote valid for 7 days. Subject to tariff/tax/currency/material changes.”
• Compliance: “Buyer responsible for destination regulatory compliance unless expressly included.”
• Claims: “Apparent defects: 5 days; latent: 30 days from delivery; exclusive remedy repair/replace/refund.”
• Governing Law/Disputes: “Hong Kong law; HKIAC arbitration; English language.”