KALEFU ELECTRONICS TERMS OF SERVICE

> B2B MANUFACTURING & OEM/ODM AGREEMENT
EFFECTIVE: JANUARY 1, 2024 VERSION: 2.1 SHENZHEN, CHINA
IMPORTANT NOTICE

These Terms of Service ("Terms") constitute a legally binding agreement between Shenzhen Kalefu Electronics Co., Ltd ("Kalefu", "we", "us", or "our") and any business entity ("Partner", "Client", or "you") engaging in procurement, OEM/ODM manufacturing, or distribution services. By placing an order or entering into a business relationship with Kalefu, you agree to be bound by these Terms in their entirety.

01

DEFINITIONS & INTERPRETATION

"PRODUCTS"
All gaming consoles, handheld devices, plug-and-play TV consoles, accessories, and related electronic goods manufactured or supplied by Kalefu.
"OEM"
Original Equipment Manufacturing -- production of products based on the Partner's existing specifications, branding, and design requirements.
"ODM"
Original Design Manufacturing -- end-to-end design and production services where Kalefu develops the product concept and specifications in collaboration with the Partner.
"MOQ"
Minimum Order Quantity -- the smallest quantity of units Kalefu will accept per product SKU per order, as specified in the relevant quotation or purchase agreement.
"SAMPLE"
A pre-production prototype or physical product specimen provided to the Partner for evaluation and approval prior to mass production.
"LEAD TIME"
The estimated number of business days from confirmed payment receipt to production completion and readiness for shipment.
02

ORDERS, MOQ & PRICING

2.1 ORDER PLACEMENT

  • All orders must be submitted in writing via purchase order (PO), email confirmation, or an executed sales contract. Verbal commitments do not constitute binding orders.

  • Each order must specify: product model/SKU, quantity, unit price, delivery terms (Incoterms), destination port, and any applicable customization requirements.

  • Kalefu reserves the right to accept or decline any order at its discretion, particularly where production capacity, compliance, or IP concerns arise.

2.2 MINIMUM ORDER QUANTITY

  • Standard MOQ for catalogue products is specified in the current price list. MOQ for OEM/ODM projects is determined on a project-by-project basis and stated in the relevant quotation.

  • Orders below the stated MOQ may be accepted at Kalefu's discretion and may be subject to a small-order surcharge. Such surcharges will be communicated prior to order confirmation.

2.3 PRICING & QUOTATIONS

  • All prices are quoted in USD (United States Dollars) unless otherwise agreed in writing. Prices are EXW Shenzhen unless alternative Incoterms are specified.

  • Quotations are valid for 30 days from the date of issue, subject to raw material price fluctuations and availability. Kalefu reserves the right to revise pricing after quotation expiry.

  • Prices do not include customs duties, import taxes, freight charges, or insurance unless explicitly stated. These costs are the sole responsibility of the Partner.

03

OEM / ODM SERVICES

3.1 CUSTOMIZATION PROCESS

  1. Requirements Submission

    Partner submits detailed product specifications, branding guidelines, target markets, and compliance requirements. Kalefu reviews and acknowledges within 3-5 business days.

  2. Quotation & Agreement

    Kalefu provides a detailed quotation covering unit price, tooling/mould costs (if applicable), sample fees, lead time, and payment terms. A signed agreement is required before production commences.

  3. Sample Production & Approval

    Pre-production samples are manufactured and dispatched for Partner review. Mass production commences only upon receipt of written sample approval. Sample fees may be credited toward the final order.

  4. Mass Production

    Production proceeds per approved specifications. Kalefu conducts in-line quality checks throughout manufacturing. Production timeline is confirmed in the purchase agreement.

  5. Pre-Shipment Inspection & Dispatch

    Full quality inspection is conducted before shipment. Partner may arrange third-party inspection at their own cost. Goods are dispatched upon balance payment clearance.

3.2 DESIGN OWNERSHIP & TOOLING

  • Moulds, tooling, and fixtures developed exclusively for a Partner's OEM/ODM project remain the intellectual property of Kalefu unless a separate written tooling ownership agreement is executed and full tooling costs are paid by the Partner.

  • Kalefu will not use Partner-specific moulds or proprietary designs to manufacture products for third parties without prior written consent from the Partner.

  • Modifications to approved designs after sample approval may incur additional tooling or engineering fees, which will be communicated and agreed upon before implementation.

04

PAYMENT TERMS

4.1 STANDARD PAYMENT STRUCTURE

30%
DEPOSIT

Required upon order confirmation to initiate production scheduling and material procurement.

70%
BALANCE

Due prior to shipment release, upon satisfactory pre-shipment inspection completion.

Alternative payment structures (e.g., Letter of Credit, Net 30/60 for established Partners) may be negotiated on a case-by-case basis and must be documented in a signed agreement.

4.2 PAYMENT METHODS & CURRENCY

  • Accepted payment methods include Telegraphic Transfer (T/T), Letter of Credit (L/C) at sight, PayPal (for sample fees only), and other methods as mutually agreed.

  • All bank transfer fees, including intermediary bank charges, are the responsibility of the paying party. Kalefu must receive the full invoiced amount net of all charges.

  • Late payments beyond agreed terms may incur a monthly interest charge of 1.5% on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

05

SHIPPING & DELIVERY

5.1 INCOTERMS & RESPONSIBILITY

  • Default shipping terms are EXW (Ex Works) Shenzhen, China, unless otherwise specified. FOB Shenzhen or CIF destination port can be arranged upon request at additional cost.

  • Risk of loss or damage transfers to the Partner at the point defined by the agreed Incoterms. Kalefu strongly recommends marine cargo insurance for all international shipments.

  • Kalefu is not responsible for delays caused by customs clearance, port congestion, force majeure events, or any actions of third-party logistics providers.

5.2 LEAD TIMES

ORDER TYPE ESTIMATED LEAD TIME NOTE
Catalogue / Standard Product 15-25 business days Subject to stock availability
OEM (branding only) 25-35 business days After sample approval
ODM (new design) 45-90 business days Depends on complexity
Reorder (existing mould) 20-30 business days Priority scheduling available

Lead times are estimates and commence upon deposit receipt and written order confirmation. Kalefu will provide production progress updates upon request.

06

QUALITY & WARRANTY

6.1 COMPLIANCE CERTIFICATIONS

CE -- Europe
FCC -- North America
RoHS -- Hazardous Substances

Kalefu's standard product lines are designed and tested to comply with CE, FCC, and RoHS directives. Certification documentation is available upon request. OEM/ODM products may require additional compliance testing based on destination markets; associated costs are the Partner's responsibility.

6.2 WARRANTY TERMS

  • Kalefu provides a 12-month limited warranty from the date of shipment against manufacturing defects under normal use conditions.

  • Warranty claims must be submitted in writing with photographic/video evidence within 30 days of defect discovery. Kalefu will, at its discretion, repair, replace, or provide credit for confirmed defective units.

  • Warranty does not cover damage resulting from improper use, unauthorized modification, physical damage, water ingress, or use outside specified operating conditions.

  • For batch defect rates exceeding 3% of a shipment, Kalefu will conduct a root cause analysis and provide a corrective action plan within 15 business days of confirmed claim receipt.

6.3 RETURNS & DEFECT CLAIMS

  • Returns are accepted only for confirmed manufacturing defects and require prior written authorization (RMA number) from Kalefu. Unauthorized returns will not be accepted.

  • Return shipping costs for confirmed manufacturing defects will be borne by Kalefu. Return shipping for non-defective or customer-caused damage is the Partner's responsibility.

07

INTELLECTUAL PROPERTY

  • The Partner warrants that all logos, trademarks, artwork, game content, and branding materials provided to Kalefu for OEM/ODM production are owned by or properly licensed to the Partner, and that their use does not infringe any third-party intellectual property rights.

  • Kalefu retains all intellectual property rights in its proprietary hardware designs, firmware, manufacturing processes, and technical know-how, unless explicitly transferred in a separate written IP assignment agreement.

  • The Partner indemnifies and holds Kalefu harmless from any claims, losses, or damages arising from IP infringement related to Partner-supplied content, branding, or specifications.

  • Neither party may use the other's trademarks, brand names, or logos for promotional purposes without prior written consent, except as required for product labelling under the terms of an OEM/ODM agreement.

08

CONFIDENTIALITY & NDA

  • Both parties agree to maintain strict confidentiality regarding all non-public business information, technical specifications, pricing, designs, and strategic plans disclosed during the course of the business relationship ("Confidential Information").

  • Confidential Information shall not be disclosed to third parties without prior written consent, except as required by applicable law or court order, in which case the disclosing party shall provide prompt notice to the other party.

  • Confidentiality obligations survive termination of the business relationship for a period of three (3) years. For OEM/ODM projects involving proprietary product designs, confidentiality obligations are perpetual.

  • A standalone Non-Disclosure Agreement (NDA) may be executed upon request for projects involving particularly sensitive product development or market strategies.

09

LIMITATION OF LIABILITY

⚠ LIMITATION NOTICE

To the maximum extent permitted by applicable law, Kalefu's total aggregate liability to the Partner for any claims arising under or in connection with these Terms shall not exceed the total value of the specific order(s) giving rise to the claim, paid by the Partner to Kalefu in the twelve (12) months preceding the claim.

  • Kalefu shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business, loss of revenue, or loss of data, even if advised of the possibility of such damages.

  • Kalefu is not liable for production delays, quality deviations, or delivery failures caused by circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, supply chain disruptions, pandemics, or labor disputes (Force Majeure).

  • In the event of Force Majeure, the affected party shall notify the other in writing within 5 business days of the triggering event. Both parties shall use reasonable endeavors to mitigate the impact.

10

GOVERNING LAW & DISPUTES

  • These Terms are governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions.

  • In the event of any dispute arising from or in connection with these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice.

  • If negotiation fails, disputes shall be submitted to the Shenzhen International Arbitration Court (SIAC) for binding arbitration in accordance with its arbitration rules. The arbitration shall be conducted in English or Chinese as agreed by both parties.

  • These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior negotiations, representations, and agreements. Any amendments must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE OF TERMS

By placing a purchase order, signing a sales contract, paying a deposit, or otherwise engaging in a commercial transaction with Shenzhen Kalefu Electronics Co., Ltd, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety.

If you do not agree to these Terms, please refrain from placing orders or engaging in business with Kalefu. For questions regarding these Terms, please contact our sales team.

HAVE QUESTIONS?

CONTACT OUR TEAM

For inquiries about these Terms of Service, OEM/ODM projects, or to request a custom quotation, our business development team is ready to assist.