Terms of Service
These Terms of Service govern your use of ZRC Textile's website and B2B manufacturing services. Please read them carefully before placing any orders or engaging with our services.
These Terms of Service ("Terms") constitute a legally binding agreement between Jiangmen Pengjiang ZRC Textile Co., Ltd. ("ZRC Textile", "we", "us", or "our") and any business entity or individual ("Buyer", "Client", or "you") that engages with our manufacturing services, requests quotations, places orders, or accesses our website. By submitting an inquiry, placing an order, or continuing any business engagement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Definitions
For the purposes of these Terms, the following definitions apply:
- "Services" means all manufacturing, OEM/ODM customization, private label production, sample development, product improvement consultation, and related services provided by ZRC Textile.
- "Products" means all pet playpens, crates, carriers, houses, cat trees, accessories, and any other manufactured goods produced by ZRC Textile.
- "Order" means any confirmed purchase order, production agreement, or written confirmation of a transaction between the Buyer and ZRC Textile.
- "OEM/ODM" means Original Equipment Manufacturing or Original Design Manufacturing services where Products are manufactured to the Buyer's specifications, designs, or brand requirements.
- "Intellectual Property" means all trademarks, logos, designs, drawings, specifications, trade secrets, and proprietary information belonging to either party.
- "Sample" means a pre-production prototype or reference product developed for Buyer review and approval prior to mass production.
B2B Service Scope
ZRC Textile operates exclusively as a business-to-business (B2B) manufacturer. We do not sell directly to end consumers or retail individual units. Our services are available solely to:
- Registered businesses, wholesalers, and distributors
- Importers and sourcing agents acting on behalf of commercial entities
- Retail chains, pet stores, and institutional buyers
- Private label brands and e-commerce sellers operating commercial accounts
By engaging with our services, you represent and warrant that you are acting in a commercial capacity and have the authority to enter into binding business agreements. ZRC Textile reserves the right to decline any inquiry or order at its sole discretion without obligation to provide a reason.
Orders & Quotations
3.1 Quotation Validity. All quotations issued by ZRC Textile are valid for thirty (30) days from the date of issue unless otherwise stated in writing. Prices quoted are subject to change based on raw material costs, currency fluctuations, and production conditions.
3.2 Order Confirmation. An Order is considered confirmed only upon receipt of a signed purchase order or written agreement and the agreed deposit payment. Verbal agreements, emails, or instant messages alone do not constitute a binding order unless followed by written confirmation from ZRC Textile.
3.3 Minimum Order Quantities. Minimum order quantities (MOQ) apply to all Products and will be specified in each quotation. ZRC Textile may accept orders below MOQ at adjusted pricing at its discretion.
3.4 Order Cancellation. Orders may not be cancelled after production has commenced without written consent from ZRC Textile. Cancellations accepted prior to production may be subject to cancellation fees covering material procurement costs, sample development expenses, and administrative costs incurred.
3.5 Order Changes. Any changes to confirmed orders -- including specifications, quantities, materials, or packaging -- must be submitted in writing. ZRC Textile will assess the feasibility and any cost implications before confirming acceptance of the change.
OEM/ODM & Customization
4.1 Buyer Responsibility for Specifications. When placing OEM or ODM orders, the Buyer is solely responsible for ensuring that all provided specifications, designs, artwork, logos, trademarks, and materials comply with applicable laws and do not infringe upon any third-party intellectual property rights. ZRC Textile will not verify the legal status of Buyer-supplied designs.
4.2 Sample Approval. Prior to mass production, ZRC Textile will produce samples for Buyer review. Production will commence only upon written sample approval from the Buyer. ZRC Textile is not responsible for deviations from approved samples that fall within standard manufacturing tolerances (typically ยฑ3% for dimensions and ยฑ5% for weight).
4.3 Sample Costs. Sample development fees apply and will be quoted separately. Sample fees may be credited against the first mass production order upon written agreement. Samples remain the property of ZRC Textile unless otherwise agreed.
4.4 Product Improvement Consultations. ZRC Textile's review-driven product improvement suggestions are provided in good faith as manufacturing recommendations only. Final decisions on product specifications remain with the Buyer. ZRC Textile does not guarantee specific sales performance, review outcomes, or market results from suggested improvements.
4.5 Exclusivity. ZRC Textile does not offer exclusivity on product designs, materials, or manufacturing methods unless a separate written exclusivity agreement is executed and a corresponding fee or minimum volume commitment is agreed upon.
Payment Terms
5.1 Standard Payment Structure. Unless otherwise agreed in writing, standard payment terms are 30% deposit upon order confirmation and 70% balance payment prior to shipment or upon presentation of shipping documents.
5.2 Accepted Payment Methods. ZRC Textile accepts payment via Telegraphic Transfer (T/T), Letter of Credit (L/C), and other methods as mutually agreed in writing. All bank charges and transfer fees are the responsibility of the Buyer.
5.3 Currency. All transactions are conducted in United States Dollars (USD) unless otherwise specified in the quotation or sales contract.
5.4 Late Payments. Payments not received by the agreed due date may result in production delays, order suspension, or cancellation. ZRC Textile reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
5.5 Title Retention. Ownership and title to all Products remain with ZRC Textile until full payment has been received and cleared. ZRC Textile reserves the right to withhold shipment until all outstanding payments are settled.
Production & Lead Times
6.1 Lead Time Estimates. Production lead times are estimates provided in good faith based on current production schedules, order complexity, and material availability at the time of quotation. Lead times are not guaranteed and may be subject to change.
6.2 Lead Time Commencement. Production lead time begins upon receipt of the confirmed deposit payment and written approval of all product specifications, artwork, and samples -- not from the date of initial inquiry or quotation.
6.3 Force Majeure Delays. ZRC Textile shall not be liable for production delays caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, government restrictions, raw material shortages, labor disputes, or transportation disruptions. ZRC Textile will notify the Buyer promptly of any such delays and provide revised timelines where possible.
6.4 Rush Orders. Expedited production may be available at additional cost subject to production capacity. Rush order requests must be confirmed in writing with agreed pricing and timelines.
Quality & Inspection
7.1 Quality Standards. ZRC Textile applies internal quality control procedures throughout production, including raw material inspection, in-process checks, and pre-shipment final inspection. These procedures are designed to minimize defects but do not constitute a guarantee of zero defects.
7.2 Acceptable Quality Level. A defect rate within industry-standard Acceptable Quality Level (AQL) tolerances does not constitute grounds for order rejection or refund. Specific AQL standards may be agreed upon in writing prior to production commencement.
7.3 Third-Party Inspection. Buyers may arrange third-party inspection at their own cost prior to shipment. ZRC Textile will cooperate with inspection arrangements with reasonable advance notice. Inspection must be completed within the agreed shipping window to avoid delays.
7.4 Defect Claims. Claims for defective products must be submitted in writing with photographic or video evidence within fourteen (14) days of receipt of goods. Claims submitted after this period will not be accepted. ZRC Textile's liability for accepted defect claims is limited to replacement of defective units, credit toward future orders, or partial refund at ZRC Textile's discretion.
7.5 Buyer Compliance Responsibility. The Buyer is solely responsible for ensuring that Products meet all regulatory, safety, labeling, and certification requirements applicable in the destination market. ZRC Textile does not provide regulatory compliance certification unless explicitly agreed and quoted separately.
Shipping & Delivery
8.1 Incoterms. Unless otherwise agreed in writing, all shipments are made on EXW (Ex Works) or FOB (Free on Board) terms from Jiangmen, China. Risk of loss and damage passes to the Buyer upon handover to the carrier or at the point specified by the agreed Incoterms.
8.2 Shipping Arrangements. The Buyer is responsible for arranging freight, insurance, customs clearance, import duties, taxes, and all other costs associated with delivery to the destination unless a different arrangement is expressly agreed in writing.
8.3 Partial Shipments. ZRC Textile reserves the right to make partial shipments where agreed or where circumstances require, and each partial shipment may be invoiced separately.
8.4 Shipping Damage. ZRC Textile is not responsible for damage occurring during transit. The Buyer should inspect goods upon receipt and file claims directly with the carrier and insurer. ZRC Textile will provide reasonable documentation support for such claims.
8.5 Export Controls. The Buyer is responsible for compliance with all applicable export control laws and import regulations in the destination country. ZRC Textile will provide standard export documentation but is not responsible for customs delays or import rejections.
Intellectual Property
9.1 ZRC Textile IP. All product designs, manufacturing processes, technical know-how, tooling, molds, and proprietary methods developed independently by ZRC Textile remain the exclusive property of ZRC Textile. No license or transfer of ZRC Textile's intellectual property is granted to the Buyer unless expressly agreed in a separate written agreement.
9.2 Buyer-Supplied IP. Any logos, trademarks, artwork, designs, or specifications provided by the Buyer remain the property of the Buyer. The Buyer grants ZRC Textile a limited, non-exclusive license to use such materials solely for the purpose of fulfilling the Order.
9.3 Custom Tooling & Molds. Where ZRC Textile develops custom tooling, molds, or dies specifically for a Buyer's order, ownership of such tooling shall be as agreed in writing. If the Buyer funds the tooling cost, the Buyer retains ownership but ZRC Textile retains custody for production purposes. If ZRC Textile funds the tooling, ZRC Textile retains full ownership.
9.4 IP Indemnification. The Buyer shall indemnify and hold ZRC Textile harmless from any claims, damages, costs, or liabilities arising from ZRC Textile's use of Buyer-supplied designs, logos, trademarks, or specifications that infringe upon third-party intellectual property rights.
Confidentiality
10.1 Mutual Confidentiality. Both parties agree to treat as confidential all non-public business information, product specifications, pricing, designs, technical data, and trade secrets disclosed during the course of their business relationship ("Confidential Information").
10.2 Non-Disclosure. Neither party shall disclose Confidential Information to third parties without the prior written consent of the disclosing party, except as required by applicable law or court order. Each party shall use Confidential Information solely for the purpose of fulfilling obligations under the agreed Order or services.
10.3 Duration. Confidentiality obligations shall survive for a period of three (3) years following the termination or completion of the business relationship, unless a longer period is agreed in a separate Non-Disclosure Agreement (NDA).
10.4 NDA. For projects involving highly sensitive designs or proprietary technology, ZRC Textile is willing to execute a formal Non-Disclosure Agreement upon request prior to detailed discussions.
Limitation of Liability
11.1 Limitation of Liability. To the maximum extent permitted by applicable law, ZRC Textile's total liability to the Buyer for any claim arising from or related to these Terms, any Order, or the Services shall not exceed the total amount paid by the Buyer for the specific Order giving rise to the claim.
11.2 Exclusion of Consequential Damages. ZRC Textile shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or costs of substitute goods, even if ZRC Textile has been advised of the possibility of such damages.
11.3 End-User Claims. ZRC Textile manufactures Products for B2B buyers and has no direct relationship with end consumers. The Buyer assumes full responsibility for ensuring Products are suitable for their intended end use, comply with applicable consumer safety regulations, and are accompanied by appropriate warnings and instructions. ZRC Textile shall not be liable for claims arising from end-consumer use of Products.
11.4 Website Disclaimer. Information provided on ZRC Textile's website is for general informational purposes only and does not constitute a binding offer, warranty, or representation. ZRC Textile makes no warranties regarding the accuracy, completeness, or fitness for purpose of website content.
Dispute Resolution
12.1 Good Faith Negotiation. In the event of any dispute, claim, or disagreement arising out of or in connection with these Terms or any Order, both parties agree to first attempt to resolve the matter through good-faith negotiation within thirty (30) days of written notice of the dispute.
12.2 Mediation. If good-faith negotiation fails to resolve the dispute within the thirty (30) day period, either party may request mediation through a mutually agreed mediator. Costs of mediation shall be shared equally unless otherwise agreed.
12.3 Arbitration. If mediation is unsuccessful or declined, disputes shall be finally resolved by binding arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC). The arbitration shall be conducted in Guangzhou, China, in the English language.
12.4 Continued Performance. Pending resolution of any dispute, both parties shall continue to fulfill their respective obligations under any confirmed Orders unless otherwise agreed in writing.
Governing Law
These Terms and all transactions between ZRC Textile and the Buyer shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to international transactions unless expressly excluded in writing by both parties.
Nothing in these Terms limits either party's right to seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending final resolution of a dispute.
Amendments & Severability
14.1 Amendments. ZRC Textile reserves the right to update or modify these Terms at any time. Updated Terms will be posted on our website with a revised effective date. Continued engagement with ZRC Textile's services following any amendment constitutes acceptance of the revised Terms. For ongoing orders, the Terms in effect at the time of order confirmation shall apply.
14.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent.
14.3 Entire Agreement. These Terms, together with any signed sales contract, purchase order confirmation, or written quotation, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior negotiations, representations, or understandings.
14.4 Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future.
Contact Us
If you have any questions about these Terms of Service, wish to discuss a specific order arrangement, or need to report a concern, please contact us through any of the following channels. We aim to respond to all business inquiries within 1-2 business days.