Terms of Service

Section 01

Cooperation Scope

These Terms of Service ("Terms") govern all business cooperation between Noodle House Food (Shenzhen) Co., Ltd. (hereinafter "the Company," "we," or "us") and any B2B partner, distributor, importer, retailer, or OEM client (hereinafter "the Partner" or "you").

1.1 Applicable Parties

Global Importers & Distributors

Entities purchasing products for resale or redistribution in international markets.

Retail & Supermarket Chains

Procurement departments sourcing Asian food products for shelf-ready retail distribution.

F&B Brands & OEM Clients

Brand owners and businesses seeking private-label or contract manufacturing services.

1.2 Product & Service Scope

These Terms apply to all products manufactured and supplied by the Company, including but not limited to:

Premium Noodles
Egg Rolls & Biscuits
Pastries & Sesame Cakes
Festive Mooncakes

Agreement: By submitting a purchase order, signing a supply agreement, or commencing business transactions with the Company, the Partner agrees to be bound by these Terms in their entirety.

Section 02

Order Rules

2.1 Minimum Order Quantity (MOQ)

Standard Products

500 cartons

Per SKU, per order. Applies to all catalog items under "Noodle House" and "Crispy Fragrance Garden" brands.

Seasonal / Festive

1,000 units

For mooncakes and seasonal gift packs. Orders must be confirmed at least 90 days before the target delivery date.

OEM / Private Label

2,000 units

Per SKU for custom-branded products. MOQ may vary based on packaging complexity. Negotiable for long-term contracts.

2.2 Payment Terms

Telegraphic Transfer (T/T)

Standard payment method for all orders. 30% deposit required upon order confirmation; 70% balance payable prior to shipment against copy of Bill of Lading.

Letter of Credit (L/C)

Accepted for orders exceeding USD 50,000. Irrevocable L/C at sight, issued by a first-class bank acceptable to the Company. L/C must be received at least 45 days before production commencement.

Late Payment: Overdue balances will accrue interest at 1.5% per month. The Company reserves the right to suspend production or shipment until all outstanding payments are settled.

2.3 Lead Times & Delivery

Order Type	Production Lead Time	Notes
Standard catalog items	15 - 25 business days	After deposit clearance
OEM / Private label	30 - 45 business days	After artwork & sample approval
Seasonal / Festive items	60 - 90 business days	Order confirmation deadline applies
Rush / Urgent orders	Subject to capacity	Expedite fee may apply

Lead times are estimates from deposit clearance and are subject to raw material availability and production scheduling. The Company will promptly notify the Partner of any delays exceeding 5 business days.

2.4 Order Cancellation & Modification

Cancellations requested within 72 hours of order confirmation and before production commencement will incur no penalty.
Cancellations after production has commenced will result in forfeiture of the 30% deposit and the Partner shall reimburse all material costs incurred.
Order quantity modifications of up to ±10% may be accommodated subject to production capacity. Modifications must be requested in writing at least 10 business days before the scheduled production start.

Section 03

Customization Terms

3.1 Sampling & Development Fees

Formulation Samples

For new recipe development or flavor customization, a non-refundable sampling fee will be quoted based on the complexity of the formulation. Typical range: USD 200 - USD 800 per SKU.

Waived upon confirmed bulk order

Packaging Design Samples

Packaging pre-production samples (physical proofs) will be provided at cost. The Partner is responsible for all courier charges for sample delivery. Up to 2 rounds of revisions are included; additional revisions are charged at cost.

Partner must approve in writing before bulk run

3.2 Molds, Tooling & Intellectual Property

Company-Owned Molds

Standard production molds and tooling owned by the Company are available for Partner use at no additional charge. These assets remain the exclusive property of the Company and may not be transferred or replicated.

Custom Molds Commissioned by Partner

When the Partner commissions new molds or tooling for exclusive product shapes or designs, the full cost is borne by the Partner. Upon full payment, legal ownership of such molds transfers to the Partner; however, molds will be stored at the Company's facility for a minimum of 3 years at no storage charge, provided the annual order volume meets the agreed minimum threshold.

Artwork & Brand Assets

All branding, logos, and artwork supplied by the Partner remain the Partner's intellectual property. The Company shall use such assets solely for the production of agreed orders and shall not share or repurpose them for any other client or purpose.

3.3 Confidentiality

The Company agrees to treat all OEM formulations, product specifications, and branding materials as strictly confidential. A separate Non-Disclosure Agreement (NDA) may be executed upon the Partner's request. Confidentiality obligations survive the termination of the business relationship for a period of 5 years.

Section 04

Quality Assurance & After-Sales

CNCA Certified

Hygiene Registration Certificate issued by the China National Certification and Accreditation Administration.

Rigorous QA/QC

Dedicated quality control team tests raw materials and finished products at every production stage.

Full Traceability

Complete batch documentation from raw material sourcing to final packaging, available upon request.

4.1 Pre-Shipment Inspection

The Company conducts internal pre-shipment inspection on all outgoing orders. A Certificate of Conformity and relevant test reports are provided with each shipment.
The Partner may arrange a third-party inspection at the factory prior to shipment at their own expense. The Company will provide reasonable access and cooperation. Please provide at least 5 business days' advance notice.
Acceptance of goods at the port of origin by the Partner's nominated freight forwarder constitutes acknowledgment that the goods were received in apparent good order and condition.

4.2 Warranty & Quality Claims

Claim Window

Quality claims must be submitted in writing within 14 calendar days of the goods' arrival at the destination port. Claims submitted after this period will not be accepted unless attributable to a latent defect not discoverable upon reasonable inspection.

Required Documentation

All claims must be accompanied by: (a) clear photographic or video evidence of the defect; (b) the affected lot/batch number; (c) a written description of the issue; and (d) the quantity affected. The Company reserves the right to request return of samples for laboratory analysis.

Remedies for Verified Defects

Upon verification of a valid quality claim, the Company will, at its discretion, offer one of the following remedies: (i) replacement of defective goods in the next scheduled shipment; (ii) credit note applicable to future orders; or (iii) partial refund proportional to the defective quantity. Remedy selection is subject to mutual agreement.

4.3 Shelf Life & Storage Responsibility

All products are shipped with a minimum of 75% of their labeled shelf life remaining at the time of shipment, unless otherwise agreed in writing. The Partner is responsible for maintaining appropriate storage conditions (temperature, humidity, and hygiene) upon receipt. Quality deterioration resulting from improper storage by the Partner or their downstream handlers is not covered under warranty.

Section 05

Liability & Dispute Resolution

5.1 Breach of Contract

Partner's Breach

Failure to pay the balance within the agreed timeframe entitles the Company to suspend or cancel the order and retain the deposit as liquidated damages.

Unauthorized use, reproduction, or distribution of the Company's proprietary product formulations or brand assets constitutes a material breach and may result in legal action.

Misrepresentation of the Company's certifications or quality claims to end consumers without authorization is strictly prohibited.

Company's Breach

Delivery delays exceeding 30 calendar days beyond the agreed shipment date (excluding force majeure) entitle the Partner to a penalty of 0.5% of the order value per week of delay, capped at 5% of the total order value.

In the event of confirmed product quality failure attributable solely to the Company's manufacturing process, the Company's maximum liability is limited to the replacement of the affected goods or a full refund of the purchase price for the defective portion.

The Company is not liable for indirect, consequential, or punitive damages including loss of profits or market share.

5.2 Force Majeure

Neither party shall be held liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to natural disasters, pandemics, government-imposed trade restrictions, port closures, or civil unrest ("Force Majeure Events"). The affected party must notify the other in writing within 7 business days of the Force Majeure Event occurring. If a Force Majeure Event persists for more than 60 calendar days, either party may terminate the affected order without penalty, with refund of any prepaid amounts for undelivered goods.

5.3 Limitation of Liability

To the maximum extent permitted by applicable law, the Company's aggregate liability to the Partner under or in connection with any single order shall not exceed the total purchase price paid by the Partner for that specific order. The Company shall not be liable for any loss of profit, loss of business, loss of revenue, loss of goodwill, or any indirect or consequential loss arising out of or in connection with these Terms.

5.4 Dispute Resolution

1

Amicable Negotiation

In the event of any dispute, both parties shall first attempt to resolve the matter through good-faith negotiation within 30 calendar days of written notice of the dispute.

2

Mediation

If negotiation fails, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator or mediation body within 15 calendar days of the expiry of the negotiation period. Mediation costs are shared equally.

3

Arbitration

Unresolved disputes shall be finally settled by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in Shenzhen, in accordance with its arbitration rules then in effect. The arbitration shall be conducted in English. The arbitral award shall be final and binding on both parties.

5.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China. Where the parties have agreed otherwise in a separate written contract, the terms of that contract shall prevail.