DY PACKAGING CO., LTD. (Seller)

STANDARD TERMS AND CONDITIONS OF SALE

ACCEPTANCE
Seller’s acceptance of Buyer’s purchase order for goods (the “Goods”) is expressly conditioned on Buyer’s assent to these terms and conditions. These terms are in lieu of and supersede any additional or different terms contained in Buyer’s purchase order, confirmation, or other communication. Buyer’s acceptance of any part of the Goods, or payment of any amount for the Goods, shall constitute conclusive assent to these terms and conditions. No modification, alteration, or waiver of these terms is valid unless in writing and signed by an authorized representative of Seller.

PAYMENT TERMS
Unless otherwise agreed in writing by Seller, a deposit of 30% of the total order value is due upon order confirmation. The remaining balance is due in full prior to shipment. Seller reserves the right to withhold shipment until full payment is received. Payments not made within thirty (30) days of the due date shall be subject to a late payment charge of 1.5% per month on any past due amount.

SHIPMENT AND DELIVERY
Delivery terms are either F.O.B. Port of Guangzhou/Shenzhen, China, or EXW Seller's warehouse (Seller's factory), as specified on the Sales Order/Invoice.

· Under F.O.B. Terms: Seller shall bear the cost of transporting the Goods to the designated port in Guangzhou or Shenzhen. Risk of loss or damage to the Goods shall pass to Buyer upon Seller's delivery of the Goods to the carrier at the port. All freight costs from the port onward, including international shipping, are the responsibility of the Buyer.

· Under EXW Terms: The Buyer is responsible for arranging collection of the Goods from Seller's warehouse. Risk of loss or damage to the Goods shall pass to Buyer when the Goods are made available at the warehouse. Seller bears no responsibility for any freight costs under EXW terms.
All delivery dates provided by Seller are estimates only and not guaranteed. Seller shall not be liable for any delay or failure in delivery due to causes beyond its reasonable control.

PRODUCTION AND SAMPLING
Buyer is required to test samples provided by Seller for compatibility with Buyer's contents (e.g., for leakage, chemical reaction, pump functionality) and provide written confirmation and approval before mass production commences. Production lead time is calculated from the date the deposit is received and sample approval is granted by Buyer.

CANCELLATION
Orders for Custom Goods, including but not limited to Goods produced to Buyer's specific design, cannot be cancelled after sample approval and production start.

INSPECTION, CLAIMS, AND RETURNS
Buyer shall inspect the Goods promptly upon receipt. Any claims for shortages, visible damage, or delivery errors must be notified to Seller in writing within two (2) days of delivery. Claims for non-visible or latent defects must be made within fifteen (15) days of receipt. Custom Goods cannot be returned unless defective.

PACKAGING AND QUANTITY TOLERANCE
Standard Goods are packed in cartons at no extra charge. Export-standard packaging, including palletizing and wrapping, is available at an additional cost. Seller may deliver up to 101% of the ordered quantity. Buyer will be invoiced for the actual quantity delivered, not to exceed 101% of the order. Seller will replace, at no cost, any quantity delivered that is less than the ordered amount (including within the 1% tolerance for breakage).

SPECIAL HANDLING & BUYER'S RESPONSIBILITY
Glass packaging is fragile. Buyer must inspect for breakage immediately upon receipt. Seller is not liable for breakage discovered after receipt and signature. If Goods require pre-filling sterilization (e.g., high-temperature baking), Buyer is solely responsible for testing and determining suitable time and temperature parameters, especially for Goods with special decorations (e.g., silk-screen, hot stamping). Seller is not liable for damage resulting from improper handling or sterilization processes by Buyer or its agents.

INTELLECTUAL PROPERTY AND INDEMNIFICATION
Buyer warrants that all designs, artwork, trademarks, and other intellectual property provided to Seller do not infringe upon the rights of any third party. Buyer shall indemnify and hold Seller harmless from any claims, costs, or damages arising from such infringement. Seller provides blank, unprinted packaging materials; any subsequent printing or decoration by Buyer is solely Buyer's responsibility.

LIMITATION OF LIABILITY AND WARRANTY
Seller warrants that the Goods shall conform to the specifications of the approved sample. THIS IS SELLER'S SOLE AND EXCLUSIVE WARRANTY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. Seller's total liability, whether in contract, tort, or otherwise, shall not exceed the purchase price of the specific Goods giving rise to the claim. Under no circumstances shall Seller be liable for any special, indirect, incidental, or consequential damages. No action arising from this transaction may be brought by Buyer more than one (1) year after the date of invoice.

GOVERNING LAW AND DISPUTE RESOLUTION
Any agreement arising from this transaction shall be governed by and construed in accordance with the laws of the People's Republic of China. The parties agree that the exclusive jurisdiction for resolving any disputes shall be the people's court in the place where the Seller is located. The prevailing party in any legal action shall be entitled to recover its reasonable attorney's fees and other legal costs.

GENERAL
These terms constitute the entire agreement between the parties. If any provision is found invalid, the remainder shall remain in effect. Seller's failure to enforce any term shall not be deemed a waiver.