Terms of Service

2.1 Establishment of Partnership

A formal B2B partnership is established upon: (a) execution of a Master Supply Agreement or Framework Cooperation Contract, or (b) epacX's written acceptance of a Client's first Purchase Order. Either instrument incorporates these Terms by reference. Verbal commitments do not constitute binding obligations.

2.2 Scope of OEM/ODM Engagement

epacX agrees to provide manufacturing services within the following defined scope, which must be mutually confirmed in writing before production:

• Product category (e.g., Bag-in-Box, Spout Pouches, Vacuum Bags, multi-layer laminate films)
• Agreed Technical Specifications, barrier requirements, and material structure
• Print artwork and brand identity elements supplied by Client
• Applicable regulatory compliance standards (FDA, BRC, ISO, food-grade requirements)
• Minimum Order Quantity (MOQ) and production volume commitments

2.3 Exclusivity Arrangements

Exclusive manufacturing rights for specific product designs or geographic markets may be granted only through a separate, written Exclusivity Addendum executed by authorized representatives of both parties. Exclusivity is always subject to minimum annual volume commitments and is not implied by these Terms alone.

2.4 Client Responsibilities

The Client bears sole responsibility for:

• Providing accurate, complete, and timely Technical Specifications and artwork files
• Ensuring the intended end-use application complies with local regulations in the destination market
• Timely review and approval of Pre-Production Samples within the agreed review window (default: 5 business days)
• Obtaining any import licenses, customs clearances, or destination-country certifications required for the finished goods

3.1 Order Placement & Acceptance

All orders must be submitted via written Purchase Order (email confirmation is acceptable). epacX will issue a written Order Acknowledgment within 3 business days. A binding contract for that order is formed only upon epacX's written acceptance. epacX reserves the right to decline orders that conflict with capacity constraints, regulatory requirements, or these Terms.

3.2 Minimum Order Quantities (MOQ)

Standard MOQ requirements apply per product category and are specified in epacX's current Product & Pricing Schedule. MOQs reflect the minimum economically viable production run for custom-printed or specialized products. Sub-MOQ requests may be accommodated at a premium surcharge of up to 25%, subject to production scheduling availability.

3.3 Pre-Production Sample Approval

For all new products and significant specification changes, epacX will produce Pre-Production Samples (PPS) prior to mass production. The Client must provide written approval or detailed revision requests within 5 business days of PPS receipt. Failure to respond within this window constitutes deemed approval. Mass production quantities produced in conformance with an approved PPS are non-refundable absent a manufacturing defect.

3.4 Production Lead Times & Delivery

Standard production lead times are quoted per order and commence from the later of: (a) receipt of confirmed PO with full payment deposit, or (b) written PPS approval. Delivery timelines are estimates; epacX shall not be liable for delays caused by:

• Client's delayed provision of artwork, specifications, or approvals
• Force Majeure Events
• International shipping carrier delays or customs processing
• Raw material supply disruptions beyond epacX's control

3.5 Order Modifications & Cancellations

Order modifications or cancellations must be requested in writing. Modifications accepted after production commencement may incur additional costs. Cancellations after production commencement will be subject to a cancellation fee equal to the costs incurred by epacX up to the cancellation date, including materials procured, tooling costs, and production time, plus a 15% administrative fee on the total PO value. Cancellations of custom-printed orders are non-refundable once printing plates are engraved.

3.6 Quantity Tolerance

Due to the nature of flexible packaging manufacturing, epacX reserves the right to deliver quantities within ±5% of the ordered quantity. Invoicing will reflect the actual quantity shipped. The Client agrees to accept and pay for deliveries within this tolerance range.

4.1 Pricing & Quotations

All quotations are valid for 30 days from the date of issue unless otherwise stated. Prices are quoted in USD (or as specified) and are exclusive of applicable taxes, duties, freight, and insurance unless explicitly stated as DDP or CIF. epacX reserves the right to adjust pricing for orders placed more than 30 days after quotation issuance due to raw material price fluctuations.

4.2 Tooling & Plate Charges

One-time tooling charges for printing plates (rotogravure cylinders), custom molds, and specialized dies are invoiced separately and are non-refundable. Ownership of tooling created exclusively for a Client's unique design remains with epacX until full payment is received, after which ownership transfers to the Client. epacX will store Client-owned tooling for up to 24 months at no charge; storage fees apply thereafter.

4.3 Late Payment

Payments not received by the due date will accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until full payment. epacX reserves the right to suspend production or withhold shipment of pending orders if any invoice remains unpaid for more than 15 days past its due date, without liability for resulting delays.

4.4 Currency & Banking

All payments must be made in the currency specified in the invoice via wire transfer (T/T) to epacX's designated bank account. The Client bears all bank transfer fees and currency conversion costs. epacX is not responsible for delays caused by international banking processing times.

5.1 Quality Standards

epacX manufactures all products in compliance with its ISO 9001-certified Quality Management System. All food-contact packaging is produced in accordance with FDA 21 CFR and EU 10/2011 food safety regulations where applicable. Products undergo a triple-stage quality inspection protocol: incoming material inspection, in-process quality control, and final outgoing quality inspection per ISO 2859 sampling standards.

5.2 Warranty & Defect Claims

epacX warrants that products will conform to agreed Technical Specifications and be free from manufacturing defects for 12 months from the date of shipment under proper storage conditions. To make a warranty claim, the Client must:

• Notify epacX in writing within 30 days of discovering the defect
• Provide photographic evidence, batch/lot numbers, and quantity of affected goods
• Retain defective samples for inspection upon epacX's request

Validated warranty claims will be remedied by replacement production or credit note at epacX's discretion. The warranty does not cover damage caused by improper storage, handling, filling processes, or use beyond specified conditions.

5.3 Client's Compliance Responsibility

The Client is solely responsible for verifying that the purchased products meet all regulatory requirements applicable in the destination market. epacX's certifications (FDA, BRC, ISO) relate to epacX's manufacturing processes and do not constitute a guarantee that the finished product will satisfy every jurisdiction's import or end-use regulations. The Client must conduct its own regulatory due diligence.

6.1 Client-Owned IP

All trademarks, brand names, logos, artwork, design files, and product specifications provided by the Client remain the exclusive intellectual property of the Client. epacX receives a limited, non-exclusive, non-transferable license to use such materials solely for the purpose of fulfilling the Client's orders. epacX will not use Client IP for any other purpose, including marketing or sampling for other customers, without prior written consent.

6.2 epacX-Owned IP & Background Technology

All manufacturing processes, multi-layer co-extrusion technologies, material formulations, production know-how, and machinery configurations used by epacX are and remain the sole intellectual property of epacX. No license to epacX's background technology is granted to the Client. The Client acknowledges that epacX's manufacturing methods constitute trade secrets protected under applicable law.

6.3 Jointly Developed IP

Where a product design, structural innovation, or technical solution is jointly developed by epacX and the Client during the ODM process, ownership of resulting intellectual property shall be determined by a separate written IP Assignment Agreement. In the absence of such agreement, jointly developed IP is co-owned equally, and neither party may commercialize such IP with third parties without the other party's written consent.

6.4 IP Warranty by Client

The Client warrants that all artwork, designs, trademarks, and specifications provided to epacX do not infringe any third party's intellectual property rights. The Client agrees to indemnify, defend, and hold harmless epacX from any claims, damages, or expenses (including reasonable legal fees) arising from any alleged infringement of third-party IP rights based on materials supplied by the Client.

7.1 Cap on Liability

To the maximum extent permitted by applicable law, epacX's total aggregate liability to the Client for any claim arising out of or related to any individual Purchase Order shall not exceed the total amount paid by the Client to epacX under that specific Purchase Order in the 12 months preceding the claim. This limitation applies regardless of the theory of liability (contract, tort, strict liability, or otherwise).

7.2 Exclusion of Consequential Damages

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, loss of profit, loss of business opportunity, loss of market share, or reputational damage, even if advised of the possibility of such damages. This exclusion does not apply to damages arising from gross negligence, willful misconduct, or breach of confidentiality obligations.

7.3 Force Majeure

Neither party shall be liable for failure or delay in performance caused by a Force Majeure Event, provided the affected party: (a) notifies the other party in writing within 5 business days of the Force Majeure Event's occurrence; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as reasonably practicable. If a Force Majeure Event persists for more than 60 days, either party may terminate the affected order(s) without penalty upon 14 days' written notice.

7.4 Product Liability

epacX's liability is limited to the packaging materials as manufactured. epacX is not liable for any product liability claims arising from the contents filled into the packaging by the Client or its customers, provided the packaging was manufactured in conformance with agreed specifications. The Client assumes full product liability for the filled and distributed product.

8.1 Mutual Confidentiality Obligations

Both parties agree to hold the other's Confidential Information in strict confidence and to use it solely for the purpose of fulfilling obligations under these Terms. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or contractors who have a need-to-know and are bound by equivalent confidentiality obligations.

8.2 Duration of Confidentiality

Confidentiality obligations survive the termination or expiration of these Terms for a period of 5 years. For trade secrets, confidentiality obligations continue indefinitely until the information enters the public domain through no fault of the receiving party.

8.3 Non-Solicitation

During the term of the partnership and for 12 months thereafter, neither party shall directly solicit or hire the other party's key employees or contractors who were directly involved in the partnership, without prior written consent.

9.1 Governing Law

These Terms and all disputes arising hereunder 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. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply unless both parties expressly agree in writing to its application.

9.2 Interim Relief

Notwithstanding the arbitration agreement, either party may seek emergency injunctive or other interim relief from a court of competent jurisdiction to prevent irreparable harm, including to protect Confidential Information or intellectual property rights, pending the constitution of an arbitral tribunal.

10.1 Termination for Convenience

Either party may terminate a Framework Cooperation Agreement (but not an already-accepted Purchase Order) for convenience by providing 60 days' written notice. Termination for convenience does not affect obligations under any Purchase Orders accepted prior to the termination notice date.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach of these Terms and fails to cure such breach within 15 days of written notice
• Becomes insolvent, enters bankruptcy, or ceases to carry on business
• Engages in fraudulent conduct, misrepresentation, or willful misconduct
• Breaches confidentiality or IP obligations in a manner that causes irreparable harm

10.3 Effect of Termination

Upon termination: (a) all outstanding payment obligations become immediately due; (b) each party shall return or destroy the other's Confidential Information upon request; (c) the Client shall cease using epacX's proprietary designs (if any); (d) Sections 6 (IP), 7 (Liability), 8 (Confidentiality), 9 (Dispute Resolution), and 10.3 survive termination.