Terms and Conditions
of Sale

1.1. Unless expressly stated otherwise, all quotations, price indications, product recommendations and commercial proposals issued by MingYi are non-binding and subject to final confirmation.

1.2. Prices and availability may change due to changes in raw material costs, exchange rates, freight costs, specifications, quantities or other commercial factors before an order is confirmed.

1.3. An order shall become binding only after we issue a written order confirmation, Proforma Invoice ("PI"), sales contract, or otherwise expressly confirm acceptance of the order in writing.

1.4. The Customer is responsible for reviewing all information stated in the PI, order confirmation, drawings, specifications or other confirmation documents before making payment or approving production.

1.5. In the event of any inconsistency between these Terms and an individually negotiated sales contract or PI expressly agreed by both parties, the individually agreed terms shall prevail.

2.1. Product photographs, drawings, dimensions, basket capacities, weights, load capacities, colours, technical descriptions and other information displayed on our website, catalogues or promotional materials are provided for general reference unless expressly incorporated into a confirmed order.

2.2. Minor differences in dimensions, weight, colour, finish, structure or appearance may occur as a result of manufacturing processes, materials, product improvements or normal production tolerances.

2.3. Such reasonable variations shall not constitute a product defect provided that they do not materially affect the normal function or agreed commercial use of the product.

2.4. Where exact dimensions, colours, materials, loading requirements or other specifications are essential to the Customer's intended use, such requirements must be expressly stated and confirmed in writing before production.

3.1. MingYi provides OEM and ODM services, including, where agreed, customization of trolley structures, basket sizes, handles, colours, logos, child seats, casters, coin-lock systems, advertising panels and other components.

3.2. For customized products, production shall be based on the specifications, drawings, samples, artwork or other technical information approved by the Customer.

3.3. The Customer is responsible for carefully checking all dimensions, colours, logo positions, artwork, text, specifications and other customization details before approval.

3.4. Once drawings, samples, artwork or specifications have been approved and production has commenced, changes requested by the Customer may result in additional costs and revised delivery schedules.

3.5. Where a pre-production sample has been approved, reasonable manufacturing variations between the approved sample and mass-produced products may occur within normal manufacturing tolerances.

4.1. Where the Customer provides any trademark, logo, brand name, artwork, drawing, design, patent-related information or other intellectual property for use in manufacturing customized products, the Customer represents that it has the necessary rights, licences or authorizations to use and provide such materials for the intended purpose.

4.2. MingYi is not responsible for independently verifying the ownership or authorization status of intellectual property supplied by the Customer.

4.3. The Customer shall be responsible for claims arising from the unauthorized use of trademarks, logos, designs or other intellectual property supplied or specifically requested by the Customer, except to the extent caused by MingYi's unauthorized modification or use outside the agreed purpose.

4.4. MingYi retains ownership of its pre-existing manufacturing know-how, processes, tooling concepts, standard structures, technical solutions and other intellectual property unless otherwise expressly agreed in writing.

5.1. Prices shall be as stated in the applicable quotation, PI or sales contract.

5.2. Unless expressly stated otherwise, prices exclude taxes, import duties, customs charges, destination charges, insurance, installation and other costs not specifically included in the quotation.

5.3. Payment terms, including deposit, balance payment, payment method and currency, shall be specified in the applicable PI or sales contract.

5.4. Production will normally commence only after receipt of the agreed deposit and, where applicable, final approval of drawings, samples, artwork or specifications.

5.5. MingYi may suspend production, shipment or delivery if any payment due from the Customer remains outstanding.

6.1. Production lead times and delivery dates stated in quotations or communications are estimates unless expressly confirmed as fixed and binding.

6.2. The production period normally begins only after all required conditions have been satisfied, including receipt of the agreed deposit and final confirmation of specifications, drawings, samples and artwork.

6.3. Delivery schedules may be reasonably extended where delays result from circumstances beyond our reasonable control, including shortages of raw materials, power restrictions, transportation disruption, port congestion, customs procedures, natural disasters, epidemics, governmental actions, labour disruption or other force majeure events.

6.4. MingYi shall promptly communicate material delays of which it becomes aware and shall use commercially reasonable efforts to minimize their impact.

7.1. The applicable delivery term shall be stated in the quotation, PI or sales contract and interpreted in accordance with Incoterms® 2020, where applicable.

7.2. Depending on the transaction, delivery terms may include EXW, FCA, FOB, CFR, CIF or other Incoterms agreed between the parties.

7.3. Risk of loss of or damage to the goods shall transfer in accordance with the agreed Incoterm.

7.4. Freight, insurance, customs clearance, import duties, destination charges and other logistics costs shall be allocated according to the agreed Incoterm and the applicable quotation or sales contract.

7.5. Where the Customer appoints its own freight forwarder or carrier, MingYi shall not be responsible for delays, loss or damage occurring after the risk has transferred to the Customer, except where caused by MingYi's own fault.

8.1. Products will be packed using our standard export packaging unless otherwise agreed.

8.2. Special packaging, labelling, palletization, carton requirements or other Customer-specific packaging requirements must be confirmed before production and may result in additional charges.

8.3. The Customer shall notify MingYi before order confirmation of any special packaging or import requirements applicable in the destination country.

9.1. MingYi performs quality inspections during production and/or before shipment according to our internal quality-control procedures and any inspection requirements expressly agreed with the Customer.

9.2. The Customer may request pre-shipment inspection by itself or by an agreed third-party inspection company, subject to prior arrangement and allocation of inspection costs.

9.3. The Customer shall inspect the goods promptly upon receipt.

9.4. Claims relating to apparent quantity shortages, incorrect products, visible damage or other readily identifiable non-conformities should be submitted to MingYi in writing within 7 days after receipt of the goods, together with relevant photographs, videos, packing information and other reasonable evidence.

9.5. Hidden defects that could not reasonably have been discovered during initial inspection should be reported promptly after discovery and within the applicable warranty period.

10.1. Unless otherwise stated in the applicable quotation, PI or sales contract, MingYi warrants that the products will be free from material defects in materials and workmanship for 12 months from the date of shipment.

10.2. The warranty does not cover:

• normal wear and tear;
• caster, wheel or component wear resulting from normal commercial use;
• misuse, overloading or improper operation;
• improper storage or maintenance;
• corrosion or damage caused by unsuitable environments, chemicals or cleaning agents;
• accidents, collision or vandalism;
• unauthorized modification or repair;
• damage occurring during transportation after risk has transferred to the Customer; or
• failure resulting from use inconsistent with the product's intended commercial purpose.

10.3. Where a valid warranty claim is confirmed, MingYi may, at its reasonable discretion and depending on the circumstances, repair the affected product, provide replacement parts, replace the defective product, or agree another commercially reasonable remedy.

10.4. Unless otherwise agreed, the warranty does not cover labour costs, loss of business, loss of profit, store downtime or other indirect or consequential losses.

11.1. Products must be used for their intended commercial purpose and in accordance with applicable operating instructions and reasonable safety practices.

11.2. The Customer is responsible for ensuring that the selected product and configuration are suitable for its particular store environment, operating conditions and local requirements.

11.3. Where products include child seats, moving components, coin-lock systems or other accessories, the Customer is responsible for appropriate inspection and maintenance during their service life.

11.4. Any specific regulatory, certification or technical requirements applicable in the destination market must be communicated to MingYi before order confirmation.

12.1. Orders may not be cancelled or materially modified after production has commenced without MingYi's written agreement.

12.2. For customized or OEM/ODM products, deposits may become non-refundable once materials have been purchased, tooling or printing has been prepared, or production has commenced.

12.3. Costs resulting from Customer-requested changes, including material changes, new samples, tooling modifications, logo changes or production interruptions, may be charged separately.

13.1. To the maximum extent permitted by applicable law, MingYi shall not be liable for indirect, incidental, special or consequential losses, including loss of profit, loss of revenue, loss of business or business interruption.

13.2. Except in cases where liability cannot legally be limited, MingYi's aggregate liability arising from a particular order shall not exceed the amount actually paid to MingYi for the products giving rise to the claim.

13.3. Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

MingYi shall not be liable for failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, governmental restrictions, sanctions, labour disputes, power shortages, material shortages, transportation interruption, port congestion or other comparable events.

The affected party shall use commercially reasonable efforts to reduce the effects of such circumstances and resume performance when reasonably practicable.

15.1. Unless otherwise expressly agreed in writing, contracts between MingYi and the Customer shall be governed by the laws of the People's Republic of China.

15.2. The parties shall first attempt in good faith to resolve any dispute arising from or in connection with an order through negotiation.

15.3. If the dispute cannot be resolved through negotiation, it shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with the CIETAC arbitration rules in effect at the time of the application for arbitration.

15.4. The arbitral award shall be final and binding upon both parties.

These Terms provide the general framework applicable to MingYi's business-to-business sales.

Specific commercial matters including product specifications, quantities, prices, payment terms, delivery terms, Incoterms, production schedules and special warranty arrangements shall be determined by the applicable quotation, PI, order confirmation or sales contract.

Where expressly agreed terms in such documents conflict with these Terms, the expressly agreed terms for that order shall prevail.

MingYi may update these Terms from time to time. The version applicable to a particular transaction shall generally be the version in effect when the relevant order is confirmed, unless otherwise agreed in writing.