Terms of Service

These Terms of Service ("Terms") govern the business relationship between iColor Bag Industry Co., Ltd. ("iColor", "we", "us", or "our"), a company incorporated and operating in the People's Republic of China, and any business entity ("Client", "you", or "your") that engages iColor for OEM/ODM handbag manufacturing, sampling, customization, or related services.

iColor Bag Industry has been a dedicated manufacturing partner since 2013, specializing in cosmetic bags, tote bags, duffle bags, fanny packs, and functional bags. These Terms are designed to establish a transparent, fair, and mutually beneficial framework for our cooperation.

These Terms apply to all quotations, purchase orders, production agreements, and service engagements between iColor and the Client, unless a separate written agreement is executed and expressly supersedes these Terms.

iColor provides the following services to B2B clients under these Terms:

• Product Design & Development: ODM concept designs, technical drawings, material sourcing, and prototype development by our R&D team.
• OEM Customization: Production based on Client-supplied designs, including full-dimensional customization of materials, size, color, and LOGO.
• Sampling: Production of pre-production samples for Client approval, typically within 5-12 business days.
• Mass Production: Large-scale manufacturing with a monthly capacity of 80,000-100,000 units across 8 production lines.
• Quality Inspection: In-house QC by 10 dedicated quality control specialists, with optional third-party testing by SGS, Intertek, or TUV.
• Logistics Coordination: Export packaging preparation and freight arrangement support for global shipments.

4.1 Order Placement. All orders must be placed in writing via a formal Purchase Order. An order is deemed accepted by iColor only upon written confirmation (email or signed contract). Verbal agreements do not constitute a binding order.

4.2 Minimum Order Quantity. The standard MOQ is 500 pieces per style. MOQ requirements for specific materials or custom hardware may differ and will be specified in the individual quotation.

4.3 Sample Approval. Mass production will not commence until the Client provides written approval of the final production sample. iColor bears no responsibility for production variations arising from unapproved samples.

4.4 Order Cancellation. Once a PO is confirmed and deposit received, cancellations must be submitted in writing. Cancellation fees apply as follows: (a) before sampling: 10% of PO value; (b) after sample approval but before production: 30% of PO value; (c) after production commencement: 50%-100% of PO value depending on production stage.

4.5 Order Modifications. Changes to confirmed specifications -- including materials, dimensions, colors, or quantities -- must be submitted in writing and are subject to iColor's approval. Approved modifications may affect pricing, lead time, and MOQ.

5.1 Quotations. All prices are quoted in United States Dollars (USD) unless otherwise agreed in writing. Quotations are valid for 30 days from the date of issue and are subject to change based on raw material costs, exchange rate fluctuations, or updated specifications.

5.2 Sampling Fees. Sample production incurs a fee, which will be detailed in the quotation. Sample fees may be credited against the mass production invoice upon a qualifying order being placed, at iColor's discretion.

5.3 Payment Schedule. Standard payment terms are:

Alternative payment arrangements (e.g., Letter of Credit, net payment terms) may be negotiated for established clients and must be agreed in writing prior to order placement.

5.4 Accepted Payment Methods. Bank wire transfer (T/T), L/C at sight. All bank charges outside China are the Client's responsibility.

5.5 Late Payment. Overdue balances are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). iColor reserves the right to withhold shipment until full payment is received.

6.1 Client Responsibilities. The Client is responsible for providing accurate, complete, and final specifications prior to sample production, including but not limited to: materials, dimensions, color codes (Pantone or physical swatch), LOGO artwork files (vector format preferred), hardware finish, labeling, and packaging requirements.

6.2 Tolerances. Due to the nature of textile and leather goods manufacturing, minor variations in dimension (±3%), color (±5%), and weight (±5%) are acceptable within industry standards and shall not constitute a product defect.

6.3 Client-Supplied Materials. If the Client elects to supply materials (fabrics, hardware, labels, etc.), the Client bears responsibility for material quality and timely delivery. iColor assumes no liability for defects attributable to Client-supplied materials.

6.4 Compliance with Regulations. The Client is responsible for ensuring that the product design, materials, and intended use comply with all applicable laws and regulations in the destination market. iColor can assist with third-party compliance testing (REACH, CPSIA, OEKO-TEX, etc.) at the Client's request and cost.

7.1 Quality Standards. iColor operates under ISO 9001-certified quality management systems. All products undergo in-house inspection by our dedicated QC team before shipment. Our factory holds ISO 9001 and BSCI certifications.

7.2 Inspection Rights. The Client may request a third-party inspection (SGS, Intertek, TUV, etc.) at their own cost before shipment. iColor will cooperate fully with authorized inspection activities. A 48-hour advance notice is required.

7.3 Defect Claims. The Client must inspect goods upon receipt and submit any written defect claims within 14 calendar days of delivery, with photographic evidence and a detailed description. Claims submitted after this period may not be accepted.

7.4 Defect Remedies. For verified defects exceeding acceptable tolerances, iColor will, at its discretion: (a) replace the defective goods, (b) issue a credit note against future orders, or (c) offer a proportional refund. The remedy chosen will be appropriate to the nature and extent of the defect.

7.5 Exclusions. Warranty does not cover damage resulting from: improper use or storage, normal wear and tear, unauthorized modifications, or failure to comply with care instructions.

8.1 Lead Times. Standard production lead times are 25-45 calendar days from sample approval and deposit receipt, depending on order complexity and quantity. Confirmed lead times are specified in the PO acknowledgment.

8.2 Incoterms. Default shipping terms are FOB Guangzhou/Shenzhen, China, unless otherwise agreed in writing. The Client assumes all risk and freight costs from the point of handover to the freight carrier.

8.3 Freight & Insurance. iColor can arrange freight and/or cargo insurance on the Client's behalf at their cost. The Client is encouraged to maintain cargo insurance for all shipments.

8.4 Force Majeure & Delays. iColor is not liable for delays caused by circumstances beyond its reasonable control, including but not limited to natural disasters, port congestion, raw material shortages, labor disputes, or government actions. iColor will promptly notify the Client of any anticipated delays.

8.5 Short Shipments. Due to manufacturing tolerances, shipment quantities may vary by up to ±3% of the ordered quantity. Invoicing will reflect actual shipped quantities.

9.1 Client IP. All designs, artwork, LOGO files, trademarks, and specifications provided by the Client remain the exclusive intellectual property of the Client. iColor will not use, reproduce, or disclose such materials for any purpose other than fulfilling the Client's order.

9.2 iColor IP. Design concepts, technical patterns, molds, and tooling developed exclusively by iColor remain iColor's intellectual property unless a separate written IP assignment agreement is executed and the Client has paid agreed development fees.

9.3 Client Warranties. The Client warrants that all submitted designs, artworks, trademarks, and materials do not infringe any third party's intellectual property rights. The Client shall indemnify and hold iColor harmless from any claims arising from IP infringement in Client-supplied designs.

9.4 Portfolio Use. iColor may photograph finished products for internal quality records. iColor will not publicly display Client-branded products as marketing material without prior written consent.

10.1 Mutual Confidentiality. Both parties agree to keep confidential all non-public business information, trade secrets, pricing, designs, technical data, and client lists disclosed in the course of their cooperation ("Confidential Information").

10.2 Non-Disclosure. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by applicable law or court order. Each party shall use the same degree of care to protect the other's Confidential Information as it uses for its own (at minimum, reasonable care).

10.3 Duration. Confidentiality obligations survive the termination of the business relationship for a period of three (3) years.

10.4 NDA. Upon the Client's request, iColor is willing to execute a standalone Non-Disclosure Agreement (NDA) prior to sharing detailed project information.

11.1 Cap on Liability. To the maximum extent permitted by applicable law, iColor's total aggregate liability arising out of or related to any order shall not exceed the total amount paid by the Client for the specific order giving rise to the claim.

11.2 Exclusion of Consequential Damages. iColor shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, loss of business opportunity, or loss of market share, even if iColor has been advised of the possibility of such damages.

11.3 No Liability for Third-Party Actions. iColor is not responsible for delays, defects, or losses caused by third-party freight carriers, customs authorities, or Client-supplied materials or instructions.

12.1 Governing Law. These Terms and any disputes arising hereunder shall be governed by the laws of the People's Republic of China, without regard to conflict of law principles.

12.2 Amicable Resolution. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice of the dispute.

12.3 Arbitration. If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules. The arbitration shall be conducted in English, and the award shall be final and binding on both parties.

12.4 Jurisdiction. For matters not subject to arbitration, both parties consent to the exclusive jurisdiction of the competent courts in Guangzhou, People's Republic of China.

13.1 Amendments. iColor reserves the right to update or amend these Terms at any time. Updated Terms will be published on our official website and/or communicated via email. Continued business engagement after the effective date of the updated Terms constitutes acceptance.

13.2 Entire Agreement. These Terms, together with any signed contract or purchase order, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior negotiations, representations, and understandings.

13.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce it at a later date.