Company: Guangzhou Tianya Amusement Equipment Co., Ltd. (“Seller”, “we”, “us”, or “our”)

1. Applicability

These Terms and Conditions of Sale (“Terms”) apply to all business-to-business (B2B) quotations, pro forma invoices, sales, and deliveries of amusement equipment, indoor playgrounds, inflatable castles, and related products (“Products”) provided by Guangzhou Tianya Amusement Equipment Co., Ltd. to the purchasing entity (“Buyer”). By placing an order or approving a quotation, the Buyer explicitly accepts these Terms, which supersede any conflicting terms in the Buyer’s purchase order.

2. Quotations and Orders

• Validity: Unless otherwise stated in writing, all quotations are valid for thirty (30) days from the date of issue.
• Order Acceptance: An order is only considered legally binding when the Seller issues a written Order Confirmation or Pro Forma Invoice (PI), and the Buyer’s initial deposit has been fully cleared in the Seller’s bank account.
• Custom Designs: For highly customized amusement equipment, production will not commence until the Buyer provides written approval (via email or signed document) of the final 3D designs, CAD drawings, and material specifications.

3. Prices and Payment Terms

• Currency & Pricing: All prices are quoted in US Dollars (USD) unless otherwise agreed. Prices do not include import duties, local taxes, customs clearance fees, or installation labor in the Buyer’s country.
• Payment Schedule: Standard payment terms require a 30% to 50% non-refundable deposit via Telegraphic Transfer (T/T) before production begins. The remaining balance must be paid in full and cleared before the Products are loaded for shipping.
• Late Payments: The Seller reserves the right to suspend manufacturing or withhold shipment if payments are delayed.

4. Manufacturing and Customization

• Modifications: Once the Buyer approves the final design and production begins, any requests for modifications will incur additional engineering and material costs, and may extend the delivery schedule.
• Tolerances: Due to the nature of heavy manufacturing and soft-play materials, minor discrepancies in color shading, dimensions (within standard industrial tolerances of ±5%), and aesthetic finishing may occur and do not constitute a defect.
• Cancellations: Customized amusement equipment cannot be canceled once production has commenced. If the Buyer defaults or abandons the order, the Seller retains the right to keep the deposit to cover incurred material and labor costs.

5. Shipping and Risk of Loss

• Incoterms: All international shipments are subject to Incoterms® 2020. Unless otherwise specified in the Pro Forma Invoice, the default terms are FOB (Free On Board) or CIF (Cost, Insurance, and Freight) originating from Guangzhou or Shenzhen ports.
• Transfer of Risk: Regardless of the shipping method, the title and risk of loss or damage to the Products transfer to the Buyer exactly as defined by the agreed Incoterm (e.g., when the goods pass the ship’s rail at the port of loading).
• Delays: Delivery dates are estimates. The Seller is not liable for delays caused by global shipping congestion, customs holds, or circumstances beyond our reasonable control (Force Majeure).

6. Installation and Assembly

• The Seller provides detailed installation manuals, video guides, and necessary schematics.
• Buyer’s Responsibility: The Buyer is solely responsible for preparing the installation site, ensuring structural suitability of their building, and hiring qualified local personnel for assembly.
• On-Site Assistance: If agreed upon in writing, the Seller may dispatch engineers to supervise the installation. The Buyer shall bear all costs for the engineer’s visa, round-trip flights, local accommodation, and daily supervision fees.

7. Limited Warranty

We stand behind the quality of our engineering. The Seller provides a limited warranty against significant manufacturing defects under normal commercial use:

• Steel Structures & Frameworks: One (1) year from the date of arrival.
• Motors, Blowers, and Electrical Components: One (1) year (subject to the original manufacturer’s warranty).
• Soft Play Materials, PVC, and Nets: Six (6) months against seam failure.
• Exclusions: This warranty strictly excludes damages caused by normal wear and tear, vandalism, improper installation (if not installed by the Seller), lack of routine maintenance, extreme weather, or unauthorized structural modifications.

8. Limitation of Liability and Indemnification

• Liability Cap: Under no circumstances shall the Seller’s aggregate liability arising out of or related to this agreement exceed the total amount paid by the Buyer for the specific Products causing the claim.
• Consequential Damages: The Seller shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of business, or facility downtime.
• Safety Indemnification: The Buyer acknowledges that amusement equipment inherently carries risks. The Buyer is solely responsible for operating the equipment safely, adhering to local safety regulations, and maintaining adequate liability insurance. The Buyer agrees to indemnify, defend, and hold harmless the Seller from any third-party claims, lawsuits, or damages arising from personal injuries or death occurring at the Buyer’s facility.

9. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government embargoes, wars, strikes, or severe global supply chain disruptions.

10. Governing Law and Dispute Resolution

• These Terms and any sales agreements 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.
• Any dispute arising from or in connection with this contract shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Shenzhen or Guangzhou, in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

11. Amendments

The Seller reserves the right to update or modify these Terms at any time. The Terms in effect at the time of order placement shall govern that specific transaction.