Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your business relationship with ZS Upward ("Company," "we," "us," or "our"), a professional manufacturer specializing in indoor LED products located in Western District, Zhongshan, Guangdong, China.

By engaging in any business transaction, requesting quotations, or utilizing our OEM/ODM services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Business Scope and Services

Our Services Include:

• OEM/ODM manufacturing of LED Downlights, Track Lights, and Linear Office Lights
• Custom product development from concept to mass production
• Wholesale manufacturing for distributors and importers
• Private label product solutions
• Technical consultation and project support

3. Order Terms and Conditions

3.1 Minimum Order Quantities

As a B2B manufacturer, we maintain minimum order quantities (MOQs) for all products. Specific MOQs will be communicated during quotation and may vary based on product complexity and customization requirements.

3.2 Quotations and Pricing

All quotations are valid for 30 days unless otherwise specified. Prices are subject to change based on raw material costs, exchange rates, and order specifications. Final pricing will be confirmed in writing before production begins.

3.3 Payment Terms

Payment terms will be specified in each purchase agreement. Generally, we require a deposit before production commencement, with the balance due before shipment. All payments must be made in the currency specified in the invoice.

4. Quality Assurance and Warranties

4.1 Quality Control

We maintain strict quality control processes throughout our manufacturing operations. All products undergo comprehensive testing before shipment to ensure compliance with specified requirements and applicable standards.

4.2 Product Warranties

Standard warranty terms will be specified in individual product agreements. Warranties cover manufacturing defects and material failures under normal use conditions. Warranty claims must be reported within the specified warranty period with appropriate documentation.

4.3 Certifications

We provide products that meet relevant industry standards and certifications as required by your market. Specific certification requirements must be communicated during the quotation process.

5. Intellectual Property Rights

5.1 Client IP Protection

We respect and protect our clients' intellectual property rights. Any designs, specifications, or proprietary information shared with us will be kept confidential and used solely for the purpose of fulfilling your orders.

5.2 Company IP Rights

Our proprietary manufacturing processes, technical knowledge, and standard product designs remain our intellectual property. Clients may not reverse-engineer or replicate our proprietary technologies.

5.3 Third-Party IP Compliance

Clients are responsible for ensuring that their product designs and specifications do not infringe upon third-party intellectual property rights. We assume no liability for IP infringement claims related to client-provided designs.

6. Delivery and Risk Transfer

6.1 Delivery Terms

Delivery terms will be specified in each purchase agreement using standard Incoterms. Production lead times vary based on order complexity and quantity. We will provide estimated delivery schedules with each order confirmation.

6.2 Risk Transfer

Risk of loss or damage transfers to the client according to the agreed Incoterms. We recommend appropriate insurance coverage for all shipments.

6.3 Force Majeure

We are not liable for delays or failures in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, government actions, labor disputes, or supply chain disruptions.

7. Liability and Disclaimers

7.1 Limitation of Liability

Our liability is limited to the value of the specific products that are the subject of a claim. We shall not be liable for indirect, consequential, or punitive damages, including but not limited to lost profits or business interruption.

7.2 Product Application

Clients are responsible for ensuring that our products are suitable for their intended applications and comply with all applicable local regulations and standards in their markets.

7.3 Installation and Use

We provide installation guidelines and technical specifications, but clients are responsible for proper installation, use, and maintenance of products. Improper installation or use may void warranties and increase liability risks.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of our business relationship. This includes but is not limited to technical specifications, pricing information, customer lists, and business strategies.

Confidentiality obligations survive the termination of any business relationship and remain in effect for a period of five (5) years unless otherwise specified in a separate confidentiality agreement.

9. Dispute Resolution

9.1 Governing Law

These Terms and all related agreements are governed by the laws of the People's Republic of China, without regard to conflict of law principles.

9.2 Dispute Resolution Process

Parties agree to first attempt resolution of disputes through good faith negotiations. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC).

9.3 Jurisdiction

For matters not subject to arbitration, the courts of Zhongshan, Guangdong Province, China shall have exclusive jurisdiction.

10. Contact and Communication

All official communications regarding these Terms or any business matters should be directed to our designated contact:

11. Terms Updates and Modifications

We reserve the right to update these Terms at any time. Material changes will be communicated to existing clients with reasonable advance notice. Continued engagement in business activities after notification constitutes acceptance of the updated Terms.

For significant projects or ongoing relationships, specific terms may be documented in separate agreements that supplement or modify these general Terms of Service.