Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Stable Valves Manufacturing ("Company," "we," "our," or "us"), a professional manufacturer and OEM/ODM supplier of industrial diaphragm valves headquartered in Taiyuan, Shanxi Province, China, and any business entity ("Customer," "Partner," "you," or "your") that engages in commercial transactions with us.

These Terms govern all aspects of the commercial relationship including, but not limited to, product inquiries, quotations, purchase orders, OEM/ODM manufacturing agreements, delivery, payment, and after-sales support.

Our services are exclusively available to qualified business entities. By engaging with us, you represent and warrant that:

• You are a duly registered and legally operating business entity (corporation, partnership, or other recognized commercial organization).
• The individual entering into this agreement has full authority to bind the business entity to these Terms.
• You intend to use the Products for legitimate industrial, commercial, or resale purposes, and not for personal, household, or consumer use.
• You comply with all applicable import/export regulations in your jurisdiction and the jurisdictions to which you intend to supply the Products.
• You are not subject to any trade sanctions, embargoes, or restrictions that would prohibit or limit commercial transactions with Chinese manufacturers.

The Company reserves the right to request business registration documents, trade licenses, or other verification materials before accepting any order.

3.1 Quotations

All quotations issued by the Company are non-binding estimates based on the specifications and quantities provided at the time of inquiry. Quotations are valid for thirty (30) calendar days from the date of issue unless otherwise stated in writing. Prices quoted are subject to change if specifications, quantities, material costs, or currency exchange rates change materially before order confirmation.

3.2 Purchase Order Acceptance

A binding contract is formed only upon the Company's written confirmation of the Customer's Purchase Order ("Order Confirmation"). The Customer's Purchase Order must specify: product model and type, size (DN designation), body material (CI/DI or plastic grade), lining material, flange standard, quantity, delivery terms (Incoterms), and agreed unit price. Any terms in the Customer's Purchase Order that conflict with these Terms shall be superseded by these Terms unless expressly agreed in writing by an authorized representative of the Company.

3.3 Minimum Order Quantities

The Company operates primarily as a high-volume manufacturer. Minimum order quantities (MOQ) vary by product type, size, and customization level. MOQ requirements will be specified in the quotation. Orders below the stated MOQ may be subject to additional setup fees or may not be accepted at the Company's discretion.

3.4 Order Modifications & Cancellations

Once an Order Confirmation has been issued and production has commenced, order modifications or cancellations must be requested in writing. The Company reserves the right to charge cancellation fees equal to the cost of materials procured and work completed up to the point of cancellation, plus a reasonable administrative fee. Orders for custom-tooled or OEM/ODM products may not be cancellable once mold production or material procurement has begun.

4.1 Scope of OEM/ODM Services

The Company provides comprehensive OEM/ODM services encompassing concept design, engineering drawings, mold development, prototype production, pre-production sampling, testing, certification support, and mass production. The specific scope of services shall be defined in a separate OEM/ODM Agreement or Technical Specification Sheet signed by both parties.

4.2 Tooling & Mold Ownership

Unless otherwise agreed in writing, tooling and molds developed specifically for an OEM/ODM Customer's project shall be owned by the Company upon full payment of tooling fees. The Customer is granted an exclusive right of use for the molds during the term of the commercial relationship. Upon termination of the commercial relationship and full settlement of all outstanding balances, mold ownership transfer may be negotiated separately.

4.3 Sample Approval

Prior to mass production, the Company shall provide pre-production samples for Customer approval. The Customer must provide written approval or rejection with detailed feedback within fourteen (14) business days of sample receipt. Mass production shall not commence without written sample approval. The Company shall not be liable for defects in mass production that conform to approved samples.

4.4 Technical Specifications Responsibility

For ODM projects where the Customer provides detailed technical specifications, drawings, or design requirements, the Customer assumes responsibility for the suitability and safety of such specifications for their intended application. The Company's responsibility is limited to manufacturing Products in conformance with the agreed specifications.

5.1 Pricing

All prices are quoted in United States Dollars (USD) unless otherwise specified. Prices are exclusive of all applicable taxes, duties, customs fees, and freight charges unless specifically included in the quoted Incoterms. The Company reserves the right to adjust prices for orders not placed within the validity period of the quotation, or in the event of significant changes in raw material costs, energy costs, or currency exchange rates.

5.2 Standard Payment Terms

Standard payment terms for new customers are thirty percent (30%) deposit upon order confirmation, with the remaining seventy percent (70%) payable against presentation of shipping documents or before shipment. For established customers with a satisfactory payment history, alternative payment terms may be negotiated on a case-by-case basis. All payments must be received in cleared funds before shipment unless credit terms have been explicitly granted in writing.

5.3 Payment Methods

Accepted payment methods include Telegraphic Transfer (T/T), Letter of Credit (L/C) from reputable international banks, and other methods as agreed in writing. All bank transfer fees, L/C charges, and related financial transaction costs are the responsibility of the Customer. The Company's bank account details will be provided in the official invoice and must be verified directly with the Company before any transfer.

5.4 Late Payment

Overdue payments shall accrue interest at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. The Company reserves the right to suspend production, withhold shipment, or terminate the agreement in the event of payment default exceeding thirty (30) days.

6.1 Production Lead Times

The standard production lead time for a full container load (FCL) order is 35 to 45 calendar days from the date of deposit receipt and written order confirmation. Lead times for OEM/ODM orders requiring new tooling, mold development, or first-time production runs may be longer and will be specified in the OEM/ODM Agreement. Lead times are estimates and are not guaranteed unless explicitly stated as a firm delivery date in the Order Confirmation.

6.2 Incoterms & Shipping

Unless otherwise agreed, shipments are made on FOB (Free On Board) Qingdao or Shanghai port terms, as specified in the Order Confirmation. The Company will arrange freight forwarding and customs clearance on behalf of the Customer upon request, with all associated costs charged to the Customer. Risk of loss and damage passes to the Customer at the point of delivery as defined by the agreed Incoterms.

6.3 Partial Shipments

The Company reserves the right to make partial shipments unless the Customer has expressly prohibited partial deliveries in the Purchase Order. Each partial shipment shall be invoiced separately and payment terms apply to each individual shipment.

6.4 Force Majeure

The Company shall not be liable for delays or failures in production or delivery caused by circumstances beyond its reasonable control, including but not limited to natural disasters, epidemics, government actions, port congestion, raw material shortages, labor disputes, or other force majeure events. In such cases, the Company will notify the Customer promptly and both parties will negotiate in good faith to reschedule delivery or, where appropriate, terminate the affected order without penalty.

7.1 Manufacturing Standards

All Products are manufactured in accordance with BS 5156 standard specifications unless otherwise agreed. The Company employs ISO-certified quality management processes, including coated sand casting technology for valve bodies, mechanical lining processes for interior surfaces, and systematic dimensional and pressure testing prior to shipment.

7.2 Pre-Shipment Inspection

The Company conducts internal quality control inspections prior to all shipments. Customers may arrange third-party pre-shipment inspections at their own cost, subject to reasonable advance notice of at least five (5) business days. The Company will provide reasonable access and cooperation for such inspections. Approval of a third-party inspection does not waive the Customer's right to raise quality claims upon receipt of goods.

7.3 Acceptance & Claims Period

Customers must inspect all Products within thirty (30) calendar days of receipt and notify the Company in writing of any visible defects, shortages, or non-conformances within this period. Claims submitted after thirty (30) days of receipt will not be accepted for visible defects. Latent defects that could not have been discovered upon reasonable inspection may be reported within the warranty period.

7.4 Limited Warranty

The Company warrants that Products will be free from defects in materials and workmanship under normal use and installation conditions for a period of twelve (12) months from the date of shipment. This warranty does not cover defects arising from improper installation, misuse, unauthorized modification, operation outside specified pressure and temperature ranges, exposure to media incompatible with the specified lining materials, or normal wear and tear.

7.5 Warranty Remedies

Upon verification of a valid warranty claim, the Company's sole obligation shall be, at its election, to repair the defective Products, supply replacement Products, or issue a credit note for the invoice value of the defective Products. The Company shall not be liable for costs of installation, removal, consequential losses, or any other indirect damages arising from product defects.

8.1 Intended Use

Products supplied by the Company are designed for industrial fluid control applications within the pressure, temperature, and media compatibility parameters specified in the applicable product datasheets and technical documentation. The Customer is solely responsible for ensuring that the selected Products are appropriate for their specific application, including compatibility with the process media, operating pressures, temperatures, and regulatory requirements of the installation environment.

8.2 Application Responsibility

The Company provides general technical guidance and material compatibility information as a reference only. Final selection and application suitability decisions rest entirely with the Customer and their qualified engineers. The Company strongly recommends that all Products be installed, operated, and maintained by qualified personnel in accordance with applicable industry standards and local regulations.

8.3 Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Customer for any claims arising out of or related to these Terms or any order, whether in contract, tort, or otherwise, shall not exceed the total invoice value of the specific order giving rise to the claim. Under no circumstances shall the Company be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, production downtime, or environmental remediation costs, even if the Company has been advised of the possibility of such damages.

8.4 Downstream Liability

Customers who resell or integrate the Company's Products into their own products or systems assume full responsibility for ensuring downstream compliance, product liability coverage, and end-user safety. The Customer shall indemnify and hold harmless the Company from any third-party claims arising from the Customer's resale, integration, or misapplication of the Products.

9.1 Company IP

All intellectual property rights in the Company's standard product designs, manufacturing processes, tooling, technical documentation, catalogs, and website content are and shall remain the exclusive property of the Company. No license to any Company intellectual property is granted to the Customer except the limited right to use Products for their intended commercial purpose.

9.2 Customer IP in OEM/ODM Projects

Where the Customer provides proprietary designs, trademarks, logos, or technical specifications for OEM/ODM production, such intellectual property remains the exclusive property of the Customer. The Company is granted a limited, non-exclusive license to use such Customer IP solely for the purpose of manufacturing and delivering the agreed Products. The Company shall not reproduce, disclose, or use Customer IP for any other purpose without prior written consent.

9.3 Jointly Developed IP

Intellectual property developed jointly by the Company and the Customer during an ODM engagement shall be subject to a separate written IP ownership agreement. In the absence of such an agreement, jointly developed IP shall be owned by the Company, with the Customer granted a perpetual, royalty-free license for use in their own products and services.

9.4 Third-Party IP Infringement

The Customer warrants that any designs, trademarks, or specifications provided to the Company for OEM/ODM production do not infringe any third-party intellectual property rights. The Customer shall indemnify and hold harmless the Company from any claims, losses, or expenses arising from alleged infringement of third-party IP rights related to Customer-provided designs or specifications.

9.5 Non-Compete & Exclusivity

The Company does not offer blanket exclusivity for standard product lines. Exclusivity arrangements for specific OEM/ODM products, territories, or customer segments may be negotiated and must be documented in a separate written agreement signed by authorized representatives of both parties. Any such exclusivity is conditional upon the Customer meeting agreed minimum purchase volumes during the exclusivity period.

Both parties acknowledge that in the course of their commercial relationship, each party may disclose or receive confidential information including, but not limited to, technical specifications, pricing, business strategies, customer lists, manufacturing processes, and financial information ("Confidential Information").

10.1 Obligations

Each party agrees to: (i) hold all Confidential Information of the other party in strict confidence; (ii) use Confidential Information solely for the purpose of fulfilling obligations under the commercial relationship; (iii) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know such information and are bound by equivalent confidentiality obligations.

10.2 Duration

Confidentiality obligations shall survive the termination of the commercial relationship for a period of five (5) years. For trade secrets, confidentiality obligations shall continue indefinitely.

10.3 Exclusions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party is given prompt written notice where legally permissible.

11.1 Export Compliance

The Company will provide all standard export documentation required for international shipment, including commercial invoices, packing lists, certificates of origin, and applicable quality/test certificates. The Customer is responsible for obtaining all necessary import licenses, permits, and approvals in the destination country. The Customer must ensure that the importation and use of the Products complies with all applicable laws and regulations in the destination country.

11.2 Trade Sanctions & Restricted Parties

The Customer represents and warrants that it is not subject to, and will not cause the Company to violate, any applicable trade sanctions, export control laws, or restricted party lists administered by China, the United States, the European Union, or other relevant jurisdictions. The Company reserves the right to refuse or cancel any order where there is reasonable suspicion of sanctions violations.

11.3 Tariffs & Import Duties

The Customer acknowledges that Products imported from China may be subject to anti-dumping duties, countervailing duties, or other tariff measures in certain jurisdictions. The Company makes no representation regarding the applicable tariff rates or duty liabilities in any jurisdiction. All import duties, taxes, and related costs are the sole responsibility of the Customer.

11.4 Country of Origin

All Products are manufactured in the People's Republic of China. Certificates of Origin will be issued accordingly. The Company will cooperate with reasonable requests for additional documentation to support the Customer's import compliance requirements.

11.5 Anti-Bribery & Anti-Corruption

Both parties commit to conducting all business activities in compliance with applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and equivalent Chinese legislation. Neither party shall offer, pay, solicit, or accept any bribe, kickback, or improper payment in connection with any transaction under these Terms.

12.1 Governing Law

These Terms and all commercial transactions between the parties 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 principles. For international transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply where not inconsistent with these Terms.

12.2 Amicable Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any transaction, the parties shall first attempt to resolve the matter amicably through good faith negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) calendar days from the date of such notice to reach a mutually acceptable resolution.

12.3 Arbitration

If the dispute cannot be resolved through negotiation within the thirty-day period, either party may submit the dispute to binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its then-current arbitration rules. The arbitration shall be conducted in English and Chinese, with the English version prevailing in case of discrepancy. The arbitration award shall be final and binding on both parties.

12.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

12.5 Entire Agreement

These Terms, together with any applicable Order Confirmation, OEM/ODM Agreement, and Technical Specification Sheets, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings of the parties. No amendment to these Terms shall be valid unless made in writing and signed by authorized representatives of both parties.