Terms of Service

For the purposes of these Terms, the following definitions apply:

2.1 Order Placement. All orders must be submitted in writing via purchase order, email confirmation, or an executed supply agreement. Verbal orders are not binding until confirmed in writing by HPG.

2.2 Order Confirmation. An order is deemed accepted only upon HPG's written confirmation (order acknowledgment). HPG reserves the right to accept or reject any order at its sole discretion, including orders that conflict with production capacity, raw material availability, or regulatory requirements.

2.3 Minimum Order Quantity. HPG applies minimum order quantities (MOQ) that may vary by product type, formulation, and customization requirements. MOQ details will be communicated during the quotation process and must be met for each confirmed order.

2.4 Order Changes. Any modification to an accepted order (including changes to specifications, quantity, or delivery schedule) must be submitted in writing and is subject to HPG's written approval. Changes requested after production commencement may incur additional costs.

2.5 Cancellation. Orders may not be cancelled after production has commenced without HPG's written consent. Cancellation fees may apply to cover material costs, tooling, and labor incurred up to the point of cancellation.

3.1 Product Range. HPG manufactures thermoplastic polyurethane (TPU) elastomer films, including but not limited to: low moisture permeability white TPU film, blackout series, moisture-permeable series, flame-retardant film, polyether/polyester TPU film, TPEE recyclable film, and PU film.

3.2 Custom Specifications. For OEM/ODM orders, the Buyer is responsible for providing complete and accurate specifications prior to order confirmation. HPG will produce to the agreed specifications and is not liable for defects resulting from inaccurate or incomplete Buyer-provided specifications.

3.3 Specification Tolerances. Unless otherwise agreed in writing, standard manufacturing tolerances apply to all physical parameters including thickness (±5%), width (±1%), and weight per unit area (±5%). Tighter tolerances may be accommodated subject to technical feasibility and additional cost.

3.4 Sample Approval. For custom or new product orders, HPG may produce pre-production samples for Buyer approval. Production shall not commence until written sample approval is received. Sample approval constitutes acceptance of the corresponding specifications.

3.5 Product Modifications. HPG reserves the right to make minor modifications to materials, processes, or formulations that do not materially affect product performance, provided such changes do not impact compliance with agreed certifications or specifications.

4.1 Quotations. All prices are provided in written quotations valid for thirty (30) days from the date of issue, unless otherwise stated. Quotations are subject to change based on raw material cost fluctuations, order volume, and specification changes.

4.2 Currency. Unless otherwise agreed in writing, all prices are quoted and payable in United States Dollars (USD) or Chinese Yuan (CNY). Currency conversion rates applicable at the time of invoice issuance shall apply.

4.3 Payment Terms. Standard payment terms are 30% deposit upon order confirmation and 70% balance prior to shipment, unless alternative terms are agreed in a signed supply agreement. HPG reserves the right to require full prepayment for new clients or orders exceeding agreed credit limits.

4.4 Late Payment. Overdue payments shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until full payment is received. HPG reserves the right to suspend production or shipment of pending orders in the event of overdue payments.

4.5 Taxes & Duties. All prices are exclusive of applicable taxes, customs duties, import/export fees, and other governmental charges. The Buyer is solely responsible for all such charges in the destination country.

4.6 Price Adjustments. HPG reserves the right to adjust prices for ongoing supply agreements in response to significant changes in raw material costs (TPU resin, additives), energy costs, or regulatory compliance requirements, with a minimum of thirty (30) days written notice.

5.1 Delivery Terms. Unless otherwise agreed, delivery terms are EXW (Ex Works) Kunshan, China, per Incoterms 2020. The Buyer is responsible for arranging and paying for freight, insurance, and all logistics from HPG's facility.

5.2 Lead Times. Estimated production lead times will be provided at the time of order confirmation. Standard lead times range from 15 to 45 business days depending on product type, customization complexity, and production scheduling. Lead times are estimates and not guaranteed delivery dates.

5.3 Delivery Delays. HPG will notify the Buyer promptly of any anticipated delays. HPG shall not be liable for delays caused by raw material shortages, force majeure events, third-party logistics failures, or circumstances beyond HPG's reasonable control.

5.4 Risk of Loss. Risk of loss and damage to Products transfers to the Buyer upon delivery to the agreed point of handover (EXW: when goods are placed at Buyer's disposal at HPG's facility). HPG recommends Buyers obtain adequate cargo insurance.

5.5 Partial Shipments. HPG may, with prior notice, make partial shipments where agreed. Each partial shipment constitutes a separate delivery and may be invoiced independently.

5.6 Packaging. Products will be packaged in HPG's standard packaging suitable for international transport. Custom packaging requirements must be specified at the time of order and may incur additional costs.

6.1 Quality Standards. HPG manufactures all Products in accordance with ISO 9001 quality management standards using German advanced production equipment. Each production batch undergoes internal quality control testing prior to shipment.

6.2 Product Warranty. HPG warrants that Products will conform to the agreed written specifications at the time of delivery. This warranty does not cover defects arising from improper storage, handling, processing, or application by the Buyer or third parties.

6.3 Warranty Period. The warranty period is twelve (12) months from the date of shipment, provided Products are stored under recommended conditions (temperature: 10-30°C, humidity: 40-70% RH, away from direct sunlight and chemical exposure).

6.4 Quality Documentation. HPG provides standard quality documentation including Certificate of Conformance (CoC) and test reports with each shipment. Third-party testing reports (e.g., SGS) are available upon request and may be subject to additional fees.

6.5 Exclusions. The warranty does not apply to: (a) Products that have been modified or processed by the Buyer; (b) defects caused by Buyer-specified formulations or designs; (c) normal wear and degradation under end-use conditions; (d) Products stored or handled contrary to HPG's guidelines.

7.1 Inspection Obligation. The Buyer must inspect all Products within fourteen (14) calendar days of receipt. Any visible defects, shortages, or non-conformities must be reported to HPG in writing within this period, accompanied by photographic evidence and relevant documentation.

7.2 Latent Defects. Claims for latent defects (not discoverable upon reasonable inspection) must be submitted within thirty (30) days of discovery and no later than the warranty period expiry. Claims must include a detailed description of the defect, affected batch numbers, and supporting test data.

7.3 Return Authorization. No Products may be returned without HPG's prior written Return Merchandise Authorization (RMA). Unauthorized returns will not be accepted and may be returned to the Buyer at Buyer's expense.

7.4 Remedies. Upon confirmation of a valid warranty claim, HPG's sole obligation is, at HPG's discretion: (a) replacement of non-conforming Products; (b) issuance of a credit note for the value of the defective Products; or (c) a partial refund. HPG shall not be liable for consequential losses, production downtime, or third-party claims arising from product defects.

7.5 Return Shipping. For approved returns, HPG will advise on the appropriate return shipping method. Return freight costs will be allocated based on the nature and cause of the defect as mutually agreed.

8.1 HPG IP. All intellectual property rights in HPG's proprietary formulations, manufacturing processes, technical know-how, patents (including 35+ registered patents), and product designs remain exclusively with HPG. No license or right to use HPG's intellectual property is granted to the Buyer except as strictly necessary to use the Products purchased.

8.2 Buyer IP. Where the Buyer provides proprietary designs, formulations, artwork, or specifications for OEM/ODM production, the Buyer warrants that it holds all necessary rights to such materials and grants HPG a limited, non-exclusive license to use them solely for fulfilling the relevant order.

8.3 OEM/ODM Ownership. Unless otherwise agreed in a separate written agreement, Products manufactured to Buyer-specified OEM/ODM designs remain the Buyer's property upon full payment. HPG retains ownership of all underlying manufacturing processes and formulation know-how.

8.4 Non-Reproduction. The Buyer shall not reverse engineer, reproduce, or attempt to replicate HPG's proprietary formulations or manufacturing processes. Violation of this clause may result in immediate termination of the business relationship and legal action.

8.5 Indemnification. The Buyer shall indemnify and hold HPG harmless from any third-party claims arising from HPG's use of Buyer-provided designs, artwork, or specifications in fulfilling an order.

9.1 Mutual Obligation. Both parties agree to maintain the confidentiality of all Confidential Information received from the other party and to use such information solely for the purpose of fulfilling obligations under these Terms.

9.2 Standard of Care. Each party shall protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care.

9.3 Permitted Disclosure. Confidential Information may be disclosed to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Disclosure required by law or court order is permitted, provided the disclosing party gives prompt written notice to the other party where legally permissible.

9.4 Duration. Confidentiality obligations survive the termination or expiry of any order or agreement for a period of five (5) years.

9.5 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information.

10.1 HPG Certifications. HPG maintains the following certifications and the Buyer may request valid certificates upon order placement: ISO 9001 (Quality Management), OEKO-TEX Standard 100 (textile safety), GRS (Global Recycled Standard), RoHS (Restriction of Hazardous Substances), REACH (chemical safety), and SGS testing compliance.

10.2 Buyer Compliance Responsibility. The Buyer is solely responsible for ensuring that Products purchased from HPG comply with all applicable laws, regulations, and standards in the country of import and end-use market. HPG's certifications do not constitute a guarantee of compliance with all jurisdictions' requirements.

10.3 Regulatory Changes. If applicable regulations change after order confirmation in a manner that affects product composition or certification requirements, HPG will notify the Buyer and both parties will negotiate in good faith to address such changes. Additional costs resulting from regulatory compliance changes may be passed to the Buyer.

10.4 Custom Compliance Requirements. Buyers requiring compliance with specific regional standards (e.g., EU REACH, California Prop 65, EN standards) must specify these requirements in writing at the time of inquiry. HPG will confirm feasibility and any associated costs.

11.1 Aggregate Liability Cap. To the maximum extent permitted by applicable law, HPG's total aggregate liability to the Buyer for any and all claims arising from or related to any order or these Terms shall not exceed the total amount paid by the Buyer for the specific Products giving rise to the claim in the twelve (12) months preceding the claim.

11.2 Exclusion of Consequential Damages. In no event shall HPG be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, production downtime, loss of business opportunity, damage to downstream products, or reputational harm, even if HPG has been advised of the possibility of such damages.

11.3 Application Suitability. HPG provides technical data and recommendations in good faith. However, the Buyer is solely responsible for determining the suitability of Products for their specific application. HPG does not warrant that Products are suitable for any particular end-use without written confirmation.

11.4 Third-Party Claims. HPG shall not be liable for any claims, losses, or damages arising from the Buyer's incorporation of HPG's Products into end-products, or from end-users of such products, except where directly attributable to a confirmed product defect within the warranty period.

12.1 Definition. Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: natural disasters, fires, floods, earthquakes, pandemics, epidemics, wars, armed conflicts, civil unrest, government actions, embargoes, trade restrictions, strikes, raw material supply disruptions, or major infrastructure failures ("Force Majeure Event").

12.2 Notification. The affected party must notify the other party in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event, describing the nature and expected duration of the event and its impact on performance.

12.3 Mitigation. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as practicable.

12.4 Extended Delay. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected order(s) upon written notice, without liability to the other party, except for payment of amounts already due for Products delivered prior to termination.

13.1 Governing Law. These Terms and all orders, agreements, and transactions governed hereby shall be construed and governed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions.

13.2 Amicable Resolution. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any order, the parties shall first attempt to resolve the matter amicably through good-faith negotiations within thirty (30) days of written notice of the dispute.

13.3 Arbitration. If the dispute cannot be resolved through negotiation within the period specified in clause 13.2, either party may refer the dispute to arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Mandarin Chinese, with proceedings held in Shanghai or Kunshan, China. The arbitration award shall be final and binding on both parties.

13.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, particularly in cases involving breach of confidentiality or intellectual property obligations.

13.5 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.

13.6 Entire Agreement. These Terms, together with any executed supply agreement or order acknowledgment, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, or agreements.