Last Updated: June 2026 These Terms of Service (“Terms”) govern all B2B wholesale, OEM, ODM, custom embroidery, screen printing, and bulk garment manufacturing services provided by Shanghai Youti Clothing (hereinafter referred to as “the Manufacturer”). All corporate buyers, distributors, enterprise procurement teams, and international trading clients (hereinafter referred to as “the Client”) who submit inquiries, place bulk orders, and cooperate with the Manufacturer shall be deemed to have fully read, understood, and accepted all terms below. This agreement complies with international trade practices, ICC Incoterms® 2020, and global B2B garment customization industry standards.
1. Business Scope & Order Validity
The Manufacturer is a professional factory focusing on bulk production of corporate business suits, office shirts, industrial workwear, high-visibility safety uniforms, polo shirts, and custom promotional apparel. All services are exclusively for B2B bulk orders and enterprise uniform projects. No retail service is provided. All official orders are valid only after formal PI (Proforma Invoice) issuance, client confirmation, and deposit payment.
2. Tooling, Embroidery & Printing Setup Ownership (Exclusive Client Copyright)
This clause is formulated to clarify the intellectual property and ownership of all custom logo tooling generated during OEM/ODM cooperation, eliminating clients’ core concerns about repeated charging and tool leakage.
1. All embroidery digitizing fees, embroidery mold setup fees, screen printing mesh fees, and custom printing tooling fees paid by the Client belong exclusively to the Client. The Client holds full ownership and intellectual property rights of all exclusive logo molds, digitized embroidery files, screen templates, and custom pattern tooling.
2. The Manufacturer shall not reuse, resell, copy, display, or provide the Client’s exclusive tooling resources to any third-party enterprise, competitor, or distributor.
3. The Manufacturer provides permanent free storage and maintenance for all client-owned tooling inside our Shanghai factory. For future reorders, supplementary orders, and batch renewal orders, we will directly use the original confirmed molds without repeated tooling fees, helping clients save long-term customization costs and maintain consistent logo presentation.
3. International Trade Delivery Terms (Incoterms® 2020)
To standardize global bulk order delivery responsibilities, risks, and cost division, the Manufacturer supports mainstream international trade terms, strictly following ICC Incoterms® 2020 standards:
• FOB Shanghai: The Manufacturer completes production, customs declaration, and delivery at Shanghai port. Ocean freight, insurance, and overseas destination risks are borne by the Client.
• CIF Destination Port: The Manufacturer is responsible for sea freight and basic insurance. Risks are transferred after goods pass the ship’s rail at the port of shipment.
•DDP Delivered Duty Paid: Door-to-door delivery solution, including production, freight, insurance, customs clearance, and tariff processing, suitable for clients with one-stop procurement demands.
The specific trade term of each order shall be subject to the final confirmed PI and sales contract.
4. Quotation Validity & Raw Material Price Fluctuation Clause
All bulk order quotations are valid for 15 working days from the issuing date. Considering the volatility of the international textile supply chain, the Manufacturer reserves the right to re-negotiate and appropriately adjust the quotation under objective and uncontrollable market conditions outside the validity period, including but not limited to:
• Sharp fluctuations in prices of core textile raw materials such as polyester fiber, cotton, TC canvas, and spandex;
• Sharp rises in international ocean freight, shipping surcharges, and terminal handling fees;
• Policy adjustments of export tariffs and commodity inspection standards;
• Global supply chain emergencies and force majeure factors affecting production costs.
This clause ensures the sustainability and stability of B2B long-term cooperation and conforms to standard international textile trade practices.
5. Payment Terms for Bulk Orders
Standard bulk order payment terms are implemented to protect the legitimate interests of both parties:
• 30% deposit after PI confirmation to lock production capacity, reserve fabrics, and start tooling making;
• 70% balance payment paid before shipment, after client confirms bulk goods photos, video inspection, and final quality verification;
• For long-term strategic cooperative clients, flexible installment payment schemes are available upon negotiation.
6. Sample Confirmation & Batch Production Standards
All bulk production shall be 100% subject to the final confirmed physical sample, tech pack standard, color standard, size tolerance, and process requirement confirmed and signed by both parties. Any oral commitment shall not be regarded as the basis for batch production. After sample confirmation, any subsequent changes in fabric, color, logo, process, or size must be confirmed in writing. Additional costs and delayed delivery caused by modification shall be borne by the proposing party.
7. Confidentiality & Intellectual Property Protection
The Manufacturer strictly abides by B2B confidentiality obligations. All client design drawings, tech packs, exclusive styles, corporate logos, brand specifications, and project data are confidential business information. The Manufacturer shall not disclose, publish, or commercialize any client exclusive customized solutions. For projects requiring high-level confidentiality, both parties can sign an official NDA confidentiality agreement separately.
8. Force Majeure Clause
Neither party shall be liable for breach of contract for order delays or non-performance caused by objective force majeure factors, including natural disasters, epidemic control policies, port congestion, international logistics suspension, government policy adjustments, and other uncontrollable events. After the occurrence of force majeure, both parties shall promptly communicate and adjust the production and delivery schedule reasonably.
9. Applicable Law & Dispute Resolution
These Terms of Service and all international bulk trade contracts are governed by international trade customary law and ICC Incoterms® 2020.
In case of any dispute, difference, or claim arising from order production, quality, delivery, payment, and cooperation, both parties shall first resolve it through friendly negotiation.
If the negotiation fails, all disputes shall be arbitrated by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules. The arbitration result is final and binding on both parties.
10. Right of Interpretation & Update
Shanghai Youti Clothing reserves the final interpretation right of these Terms of Service. We have the right to update and optimize the clauses according to international trade rules and business upgrades. The updated version will be published on the official website and take effect automatically.
