1. Scope of Agreement & Definitions

These General Terms of Supply (“Terms”) govern all commercial quotations, purchase orders, trial sampling programs, production contracts, and export shipments entered into between Fujian Xinqi Hygiene Materials Co., Ltd. (“Xinqi”, “Seller”, “Manufacturer”) and any commercial purchaser, converting enterprise, brand owner, or distributor (“Buyer”) ordering breathable polyethylene film, cast film, laminated composite backsheet materials, and related hygiene roll goods.

Unless expressly amended by a written Master Supply Agreement or bilateral contract executed by authorized signatories of both parties, these Terms supersede any contradictory conditions contained in Buyer purchase orders, general buying terms, or standard tender forms.

2. Quotations, Order Confirmation & Proforma Invoice

All formal quotations issued by Seller remain valid for fourteen (14) calendar days from the date of transmission, subject to virgin polyethylene resin and calcium carbonate index fluctuations. Contracts are deemed legally binding only upon the occurrence of both of the following conditions:

• Proforma Invoice Execution: Issuance by Seller of an official bilingual Proforma Invoice (PI) and its countersignature or formal written confirmation by Buyer.
• Technical Parameter Sign-Off: Mutual approval of the Technical Data Sheet (TDS), roll specification lock-in, and confirmed color drawdowns for printed film lots.
• Down Payment or LC Authentication: Receipt of the agreed advance deposit in Seller’s designated bank account or authenticated advice of an operable Letter of Credit.

3. Manufacturing Tolerances & Technical Specifications

Hygiene films are precision-extruded on our automated cast and MDO breathable lines equipped with inline SCANTECH nuclear/X-ray thickness gauges and automated die systems. Supply batches shall adhere to the following international commercial manufacturing tolerances:

Deviations within the above limits shall constitute full compliance with contract obligations and shall not entitle Buyer to reject goods, withhold payment, or assert defect claims.

4. Pricing, Currency & Payment Terms

Prices are quoted on metric ton (MT), square meter (m²), or linear meter basis under Incoterms 2020 rules (typically FOB Xiamen, CIF/CFR designated discharge port, or EXW Hui’an). Unless otherwise specified in the Proforma Invoice, payments shall follow these financial structures:

• Telegraphic Transfer (T/T): Thirty percent (30%) advance deposit upon Proforma Invoice confirmation to initiate extrusion schedule and raw material compounding; the remaining seventy percent (70%) balance payable against presentation of original Bill of Lading (B/L) copy, Packing List, and Batch Certificate of Analysis (COA).
• Letter of Credit (L/C): One hundred percent (100%) irrevocable, non-transferable Letter of Credit payable at sight against clean export shipping documents, issued by an internationally rated commercial bank and confirmed if requested by Seller.
• Currency & Bank Charges: Transactions are denominated in United States Dollars (USD), Euros (EUR), or Offshore Renminbi (CNH). All banking fees and intermediary routing charges outside mainland China are for the account of Buyer.

5. Printing Cylinders, Tooling & Intellectual Property

For flexographic satellite and gravure printed backsheets, custom cylinder and plate management complies with the following strict protocols:

• Cylinder Engraving Charges: Initial cylinder engraving fees and polymer plate costs are billed to Buyer on the inaugural order Proforma Invoice. Cylinders remain dedicated exclusively to Buyer’s production runs.
• Plate Maintenance & Custody: Seller maintains, cleans, de-greases, and stores all cylinder tooling in our temperature-controlled plate vault at no recurring storage charge for active accounts.
• Buyer Proprietary Artwork: Brand names, registered logos, diaper backsheet graphics, and registered trademarks provided by Buyer remain the exclusive intellectual property of Buyer. Seller shall not duplicate, sell, or display Buyer proprietary designs to third parties.

6. Production Schedules, Lead Times & Delivery

Standard production lead time ranges between seven (7) to fifteen (15) working days from receipt of operable deposit and final artwork plate sign-off. Shipping stipulations are established as follows:

• Point of Delivery: Risk of loss or damage transfers in strict accordance with the agreed Incoterms 2020 rule. For FOB shipments, Seller’s delivery obligation is discharged once cargo passes the ship’s rail at Xiamen Port.
• Container Stowing & Palletization: Rolls are wrapped in dustproof protective polyethylene film, suspended on end-boards to prevent flat-spot deformation, secured onto heat-treated ISPM 15 compliant wooden or plastic pallets, and shrink-wrapped with corner edge protectors.
• Partial Shipments: Unless explicitly forbidden on the Proforma Invoice, Seller reserves the right to make partial shipments to maintain continuous supply to Buyer converting lines.

7. Quality Assurance, In-House Lab Release & Audits

Seller enforces a comprehensive 6M quality management architecture under certified ISO 9001 and OEKO-TEX® STANDARD 100 systems. Prior to warehouse staging, every extruded roll is tested in our in-house physical laboratory:

• Factory Release Documentation: Each export container leaves with an official batch Certificate of Analysis (COA) specifying tested grammage, tensile MD/CD values, WVTR performance, core crush resistance, and dyne retention.
• Third-Party Pre-Shipment Inspection: Buyer reserves the right, at its own expense, to commission internationally accredited inspection agencies (e.g., SGS, Bureau Veritas, TÜV) to inspect rolls at our Hui’an facility prior to container stuffing.
• Batch Retention Samples: Physical master retainers from every slitted roll lot are logged and stored in our climate-controlled sample archive for twenty-four (24) months to facilitate full backward traceability.

8. Notification of Claims & Remedy Limitations

Upon vessel arrival at the destination port, Buyer shall inspect cargo containers without delay. Quality notices and defect claims are administered as follows:

• Visual & Transit Damage Notice: External physical damage, crushed roll packaging, or seal discrepancies must be noted on the bill of delivery and notified to Seller within fourteen (14) calendar days of port discharge.
• Latent Converting Defects: Any claim alleging non-conformity with technical datasheets (e.g., tensile breakage on diaper converting lines, delamination, or WVTR inconsistency) must be submitted in writing within thirty (30) calendar days of arrival, accompanied by roll barcode numbers, machine logs, and representative sample pieces.
• Exclusive Remediation: Upon mutual verification and joint lab cross-testing against archived retainers, Seller shall, at its discretion, either: (a) replace the defective roll quantity on the next available ocean shipment at Seller’s expense, or (b) issue a corresponding credit note against outstanding invoices.
• Exclusion of Consequential Losses: Seller’s maximum cumulative liability under any claim shall not exceed the net invoiced purchase value of the defective roll goods. Seller shall in no event be liable for line downtime, lost profits, converter labor costs, or indirect consequential damages.

9. Force Majeure & Supply Frustration

Neither party shall be held legally liable for delay in performance or failure of delivery resulting from events beyond reasonable operational control, including but not limited to acts of God, maritime typhoon disruptions, armed hostilities, government trade embargos, port blockades, widespread power grid failures, resin feedstock force majeure declarations by petrochemical refiners, or severe epidemiological containment directives. The affected party shall notify the other party in writing within seven (7) days with competent institutional proof.

10. Commercial Confidentiality & NDA

All pricing structures, specialized masterbatch compounding recipes, resin melt formulations, roll production speeds, and bilateral correspondence exchanged between Buyer and Seller represent protected trade secrets. Both parties agree to maintain strict confidentiality and shall not disclose commercial details to any third party without prior written consent, except to maritime customs authorities and tax agencies as required by statutory law.

11. Applicable Law & Dispute Resolution

These Terms, and all commercial contracts arising hereunder, shall be construed in accordance with the substantive laws of the People’s Republic of China, with reference to the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute, controversy, or claim arising out of or relating to this contract shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its arbitration rules in effect at the time of applying. The arbitral award shall be final and binding upon both parties.

12. Contract Administration & Notices

Official contractual notices, purchase orders, quality notifications, and formal documentation must be addressed to the designated supply administration office: