These terms govern quotations, orders and the supply of custom sheet metal parts, enclosures and assemblies by Ningbo Fulei Metal Products Co., Ltd.. They apply to every quotation and order unless we have signed a separate written agreement with you.
1. Definitions
- “We”, “us”, “Fulei Metal” means Ningbo Fulei Metal Products Co., Ltd..
- “You”, “Buyer” means the company or person placing the order.
- “Approved Drawing” means the drawing revision we state on the order confirmation as the manufacturing reference.
- “Goods” means the parts, assemblies or tooling we supply.
- “Incoterms” means the International Chamber of Commerce Incoterms 2020 in force at the date of the order confirmation.
2. Quotations
- Quotations are prepared from the drawings and specifications you provide and are valid for 30 days unless the quotation states otherwise.
- Prices are quoted per the Incoterm shown on the quotation. If no Incoterm is stated, EXW applies.
- Quotations assume the quantity, material, thickness, finish, tolerance and inspection scope stated. Changing any of these may change price and lead time, and we will confirm the effect before proceeding.
- Tooling, moulds and fixtures are quoted separately. Ownership, storage and transfer of tooling are stated on the quotation; unless stated otherwise, tooling remains our property and a tooling charge is a contribution to its cost.
- Quotations are not offers capable of acceptance until we confirm the order in writing.
3. Orders and drawings
- An order is accepted when we issue a written order confirmation. The confirmation states quantity, unit price, Incoterm, lead time and the Approved Drawing revision.
- The Approved Drawing revision is the manufacturing reference. Please check it. Manufacturing to the revision we confirmed is performance of the contract, even if a later revision exists.
- You are responsible for the accuracy and completeness of the drawing and for stating material, thickness, finish, tolerance class, cosmetic surfaces and any acceptance requirements.
- Where a drawing does not state a tolerance, we manufacture to a general workshop tolerance and will confirm the class on request.
- Changes requested after material has been cut or tooling has started may incur cost. We will tell you the cost and the effect on lead time before we proceed.
- Cancellation after production has started is chargeable for work completed, material committed and any non-cancellable purchased items.
4. Manufacture and process selection
Goods are manufactured to the Approved Drawing using processes we select. Unless the drawing specifies a method, we choose the process route. Substitution of an equivalent material or process may occur only with your written agreement if the drawing specifies a particular grade or method.
5. Tolerances, appearance and acceptance
- Dimensions are verified against the Approved Drawing. General tolerances follow the drawing’s own note, or a comparable general workshop standard where none is given.
- Cosmetic surfaces are assessed on the faces identified as cosmetic on the drawing. Faces not so identified are treated as functional only.
- Cosmetic inspection is carried out under diffuse daylight-equivalent lighting at normal viewing distance.
- Inspection reports, first article reports, material certificates and certificates of conformity are available where agreed before production.
6. Delivery, title and risk
- Delivery dates are good-faith estimates and depend on material availability and confirmed drawing release. Time is not of the essence unless we have agreed otherwise in writing.
- Risk passes in accordance with the agreed Incoterm. Title passes only when we have received payment in full, notwithstanding delivery.
- Where you collect or arrange carriage, risk passes when the Goods are made available at our premises.
- We are not liable for delay or failure caused by events outside our reasonable control as set out in clause 11.
7. Price and payment
- Payment terms are stated on the quotation or order confirmation. Where none are stated, payment is due before shipment.
- Where payment is overdue we may suspend production or shipment of any open order and charge interest at 1 % per month or the maximum permitted by law, whichever is lower.
- Bank charges are borne by the payer unless agreed otherwise. Where bank charges are deducted from a remittance, the outstanding balance remains payable.
- You may not withhold or set off payment against a disputed claim without our written agreement.
8. Claims and remedy for non-conforming goods
- Please inspect Goods on arrival. Claims for visible defects, shortage or wrong parts must reach us within 14 days of delivery; claims for latent defects within 30 days.
- Claims must identify the order, the quantity affected and the nature of the non-conformity, and should include photographs and, where relevant, measurement data.
- Where Goods do not conform to the Approved Drawing, our obligation is, at our option, to repair, replace or credit the affected Goods. This is the exclusive remedy for non-conforming Goods.
- Goods must not be reworked, scrapped, returned or disposed of without our written agreement. Where you rework or scrap without agreement, the claim is limited to the extent we can still verify it.
- We are not liable for non-conformity caused by information, drawings or materials you supplied, by design choices you insisted on against our written advice, or by wear, misuse, modification or improper storage after delivery.
9. Intellectual property
- You retain all rights in the drawings and specifications you provide. We acquire no rights in them and use them only to manufacture your order.
- You confirm that you own the intellectual property in the material you send, or that you are authorised to have the Goods manufactured from it, and you will indemnify us against any third-party claim arising from the design you supplied.
- We will not manufacture your designs for anyone else, and will not sell the Goods to third parties without your written agreement.
- Where we develop tooling, fixtures or process know-how in the course of your project, those remain our property unless expressly transferred in writing.
10. Confidentiality
Each party will keep confidential the other’s commercial and technical information received in connection with an order, will use it only for the purposes of the order, and will not disclose it except to employees and contractors who need it and are bound by equivalent obligations. We will not publish your drawings, part photographs or company name without your written permission. These obligations survive the end of the business relationship. See also our confidentiality and NDA page.
11. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural events, war, civil disturbance, epidemic, government action, export-control or sanctions restrictions, transport disruption, port congestion, industrial action, failure of utilities or of a supplier, and material or component shortages. The affected party will notify the other promptly. If the event continues for more than 60 days, either party may cancel the affected order without liability for the cancelled portion.
12. Limitation of liability
- To the extent permitted by law, our total aggregate liability arising out of or in connection with an order is limited to the value of the Goods giving rise to the claim.
- We are not liable for loss of profit, loss of production, loss of contracts, loss of data, cost of substitute goods or any indirect or consequential loss, however arising.
- Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
13. Compliance and sanctions
Each party will comply with applicable anti-bribery, anti-corruption, export-control and sanctions laws. You confirm that the Goods are not intended for a prohibited end use or destination and will tell us if an order requires an export licence. We may suspend or cancel an order where we reasonably consider it would breach applicable law, without liability.
14. Termination
Either party may terminate an order immediately by written notice if the other commits a material breach and does not remedy it within 15 days of notice, or becomes insolvent or unable to pay its debts. Termination does not affect rights accrued before it, and you remain liable to pay for Goods already manufactured or in progress.
15. Governing law and disputes
These terms are governed by the laws of the People’s Republic of China, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives within 30 days of written notice. If that fails, the dispute will be submitted to the competent court at our place of business, unless a signed agreement provides otherwise.
16. General
- Entire agreement. These terms, together with the order confirmation, are the entire agreement and supersede prior discussions. Any conflicting terms in your purchase order do not apply unless we accept them in writing.
- Assignment. Neither party may assign an order without the other’s written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
- Severability. If a provision is held unenforceable, the remainder stays in force and the unenforceable provision is replaced by one achieving its intended effect as nearly as possible.
- Notices. Notices must be in writing and sent to the addresses on the order confirmation, or by email with confirmation of receipt.
- Language. These terms are drafted in English. Any translation is for convenience; the English text governs.
17. Contact
Questions about these terms: violet@fuleimetal.com · +86 181 5854 9983 · No. 18 Zhenxing South Road, Qijiashan Street, Beilun District, Ningbo, Zhejiang 315800, China
Version 1.0 · effective 19 September 2026