Terms of Service

For the purposes of this Agreement, the following definitions apply:

"Services"

Supply chain sourcing, factory identification and audit, contract manufacturing coordination, quality control, logistics management, PPAP documentation, and any related consulting or project management activities provided by DEWIN.

"Supplier"

Any third-party manufacturer, factory, or vendor engaged by DEWIN on the Client's behalf to produce Goods.

"Goods"

Custom-manufactured parts, components, assemblies, or prototypes produced by a Supplier and sourced through DEWIN's services.

"RFQ"

A Request for Quotation submitted by the Client containing technical drawings, specifications, quantities, and other requirements.

"Purchase Order"

A written or electronic order issued by the Client to DEWIN confirming acceptance of a quotation and authorizing production.

"Dolphin Services®"

DEWIN's registered one-stop international trade service brand, encompassing factory auditing, prototype-to-production management, and supply chain migration programs.

"Confidential Information"

Any non-public technical, commercial, or operational information disclosed by either party in connection with this Agreement.

2.1 Intermediary Role. DEWIN operates as a supply chain service provider and trading company, not as a manufacturer. DEWIN sources, coordinates, and manages production through its network of vetted third-party Suppliers in Vietnam, China, and other jurisdictions. DEWIN does not own or operate any manufacturing facility.

2.2 Services Included. Unless otherwise specified in a written quotation or project agreement, DEWIN's standard services include: RFQ intake and Design for Manufacturability (DFM) review, Supplier identification and matching, factory audit and QCLDM scoring, production coordination and scheduling, in-process quality control and First Article Inspection (FAI), final inspection and dimensional reporting, PPAP documentation (including COA, MSA, PFMEA where applicable), freight coordination, customs documentation support, and door-to-door delivery management.

2.3 Services Not Included. Unless explicitly agreed in writing, DEWIN's services do not include: product design or engineering origination, legal customs clearance filing in the Client's country (Client is responsible for import compliance), product liability testing or regulatory certification (CE, UL, etc.), warehousing or inventory management beyond transit handling, or after-sales warranty repair.

2.4 Supply Chain Migration. Where DEWIN is engaged for China-to-Vietnam supply chain migration under the Dolphin Services® program, a separate project scope document will govern timelines, milestones, and deliverables. Estimated migration timelines (e.g., "as fast as 10 months") are indicative and subject to Supplier readiness, technical complexity, and Client cooperation.

2.5 Subcontracting. DEWIN reserves the right to engage sub-suppliers and subcontractors to fulfill orders, subject to DEWIN's quality standards and audit requirements. DEWIN remains responsible to the Client for the coordination of such subcontractors.

3.1 Quotation Validity. All quotations issued by DEWIN are valid for thirty (30) calendar days from the date of issue, unless a different validity period is stated in writing. Quotations are based on the drawings, specifications, quantities, and material requirements provided by the Client at the time of RFQ submission.

3.2 Client Responsibility for Specifications. The Client is solely responsible for the accuracy, completeness, and suitability of all technical drawings, specifications, tolerances, material designations, and other requirements submitted to DEWIN. DEWIN's DFM review is provided as a value-added service and does not transfer design responsibility to DEWIN. Any errors, omissions, or ambiguities in Client-supplied specifications that result in non-conforming Goods shall be the Client's responsibility.

3.3 Order Confirmation. A binding order is formed when the Client issues a written Purchase Order referencing DEWIN's quotation number and DEWIN provides written order acknowledgment. Verbal commitments, email expressions of intent, or informal approvals do not constitute binding orders.

3.4 Order Changes. Any changes to specifications, quantities, materials, or delivery requirements after order confirmation must be submitted in writing. DEWIN will assess the impact on pricing, lead time, and tooling costs and provide a written change order for Client approval. Production will not be modified until the Client approves the change order in writing.

3.5 Order Cancellation. Orders may not be cancelled after production has commenced without DEWIN's written consent. In the event of an approved cancellation, the Client shall reimburse DEWIN for all costs incurred up to the cancellation date, including but not limited to tooling, raw materials, work-in-progress, and third-party commitments, plus a cancellation fee of up to fifteen percent (15%) of the order value.

3.6 Minimum Order Quantities. Minimum order quantities (MOQs) may apply depending on the process, material, and Supplier requirements. MOQs will be specified in the quotation. DEWIN does not guarantee the availability of below-MOQ pricing.

4.1 Standard Payment Terms. Unless otherwise agreed in a written project agreement or credit application, standard payment terms are fifty percent (50%) deposit upon order confirmation and fifty percent (50%) balance prior to shipment. All amounts are quoted and payable in United States Dollars (USD) unless otherwise specified.

4.2 Extended Payment Terms. DEWIN may, at its sole discretion and subject to credit approval, offer extended payment terms of up to Net 90 days from invoice date for qualified clients with an established trading history. Extended terms must be agreed in writing prior to order placement and are subject to annual review. DEWIN reserves the right to withdraw extended terms at any time upon written notice.

4.3 Tooling Payments. Tooling costs (molds, dies, fixtures, and jigs) are invoiced separately and are due one hundred percent (100%) in advance unless otherwise agreed. Tooling remains the property of DEWIN until full payment is received, notwithstanding that the tooling may be physically located at a Supplier's facility.

4.4 Late Payment. Invoices not paid by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. DEWIN reserves the right to suspend active production and withhold shipment of completed Goods until all overdue amounts are settled.

4.5 Currency and Banking Costs. The Client is responsible for all wire transfer fees, currency conversion costs, and banking charges associated with payments to DEWIN. DEWIN's invoiced amount must be received net of all such charges.

4.6 Disputed Invoices. If the Client disputes any portion of an invoice, the Client must notify DEWIN in writing within ten (10) business days of invoice receipt, specifying the nature and amount of the dispute. Undisputed portions of an invoice remain due and payable by the original due date. Failure to raise a dispute within the specified period constitutes acceptance of the invoice.

5.1 Client IP Ownership. All technical drawings, CAD files, specifications, designs, trade secrets, patents, trademarks, and other intellectual property provided by the Client ("Client IP") remain the exclusive property of the Client. DEWIN acquires no ownership rights in Client IP by virtue of this Agreement or any services performed hereunder.

5.2 License to Use. The Client grants DEWIN a limited, non-exclusive, non-transferable license to use Client IP solely for the purpose of fulfilling the Client's orders and providing the agreed Services. This license terminates upon completion of the relevant project or earlier termination of this Agreement.

5.3 Supplier Disclosure. DEWIN may share Client IP with vetted Suppliers strictly on a need-to-know basis for production purposes. DEWIN requires Suppliers to maintain confidentiality of Client IP through contractual obligations. DEWIN shall not authorize Suppliers to use Client IP for any purpose other than fulfilling the Client's specific order.

5.4 DEWIN IP. All proprietary methodologies, audit systems (including the QCLDM scoring system), process frameworks, software tools, and service brands (including Dolphin Services®) developed by DEWIN remain the exclusive property of DEWIN. The Client acquires no rights in DEWIN IP under this Agreement.

5.5 Tooling IP. Tooling (molds, dies, fixtures) designed and paid for by the Client is the Client's property upon full payment. Tooling designed by DEWIN using DEWIN's engineering resources, or tooling for which payment has not been received in full, remains DEWIN's property. Client-owned tooling stored at a Supplier's facility will be released to the Client upon written request and settlement of all outstanding balances.

5.6 Third-Party IP. The Client warrants that Client IP does not infringe any third-party patents, copyrights, trademarks, or other intellectual property rights. The Client shall indemnify and hold DEWIN harmless from any claims, damages, or costs arising from alleged infringement of third-party IP rights in connection with the production of Goods to the Client's specifications.

6.1 Mutual Obligation. Both parties agree to keep Confidential Information received from the other party strictly confidential and to use such information solely for the purposes of this Agreement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as set forth in Section 5.3 or as required by applicable law.

6.2 Standard of Care. Each party shall protect the other's Confidential Information using at least the same degree of care it applies to its own confidential information, but in no case less than reasonable care.

6.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order.

6.4 Duration. Confidentiality obligations survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets under applicable law.

6.5 NDA. Where a separate Non-Disclosure Agreement (NDA) has been executed between the parties, the terms of that NDA shall govern confidentiality obligations to the extent they conflict with this Section 6.

7.1 Quality Standards. DEWIN operates under ISO 9001:2015 quality management principles, certified by Bureau Veritas. All Goods are sourced from Suppliers that meet DEWIN's QCLDM audit criteria. DEWIN will use commercially reasonable efforts to ensure Goods conform to the specifications agreed at order confirmation.

7.2 Inspection Services. DEWIN's standard services include First Article Inspection (FAI), in-process quality checks, and final dimensional inspection prior to shipment. Inspection reports and Certificates of Conformance (COC/COA) will be provided with each shipment. Additional PPAP documentation (including PFMEA, MSA, Control Plans) is available upon request and may be subject to additional charges.

7.3 Client Inspection Rights. The Client may request factory visits or third-party inspections at any Supplier facility, subject to advance notice (minimum ten (10) business days) and Supplier approval. Costs associated with third-party inspections arranged by the Client are the Client's responsibility.

7.4 Non-Conformance Claims. The Client must inspect all Goods within fifteen (15) calendar days of receipt and notify DEWIN in writing of any non-conformances, specifying the nature, quantity, and supporting evidence (photographs, measurement reports). Claims submitted after this period will not be accepted. DEWIN's liability for non-conforming Goods is limited to replacement, rework, or credit at DEWIN's election, as set forth in Section 10.

7.5 Acceptable Quality Level. Unless otherwise specified in the purchase order, an Acceptable Quality Level (AQL) of 1.0 for critical dimensions and 2.5 for general dimensions applies, per ANSI/ASQ Z1.4 sampling standards.

8.1 Lead Times. Lead times quoted by DEWIN are estimates based on information available at the time of quotation. Lead times commence upon receipt of confirmed Purchase Order, approved drawings, and required deposit payment. DEWIN will use commercially reasonable efforts to meet quoted lead times but does not guarantee delivery on a specific date unless expressly agreed in writing.

8.2 Incoterms. Unless otherwise stated in the quotation, Goods are delivered on EXW (Ex Works, Supplier facility) terms per Incoterms 2020. Where DEWIN coordinates freight as part of its door-to-door logistics service, the applicable Incoterms will be stated in the commercial invoice. Risk of loss and title to Goods transfer to the Client at the delivery point specified in the applicable Incoterms.

8.3 Freight and Insurance. Where DEWIN arranges freight on the Client's behalf, freight costs will be invoiced at cost plus a handling fee. DEWIN recommends that the Client obtain cargo insurance for all shipments. DEWIN may arrange cargo insurance at the Client's request and cost. DEWIN is not liable for loss or damage during transit unless caused by DEWIN's gross negligence in selecting or instructing the freight carrier.

8.4 Import Compliance. The Client is solely responsible for compliance with all import laws, regulations, duties, taxes, and customs requirements in the destination country. DEWIN will provide commercially standard export documentation (commercial invoice, packing list, certificate of origin) but does not provide customs brokerage or legal import advice.

8.5 Partial Shipments. DEWIN reserves the right to make partial shipments unless the Client expressly prohibits partial delivery in the Purchase Order. Each partial shipment may be invoiced separately.

9.1 Cap on Liability. To the maximum extent permitted by applicable law, DEWIN's total aggregate liability to the Client arising out of or in connection with this Agreement -- whether in contract, tort (including negligence), breach of statutory duty, or otherwise -- shall not exceed the total amount paid by the Client to DEWIN for the specific order or project giving rise to the claim in the twelve (12) months preceding the date the claim arose.

9.2 Exclusion of Consequential Damages. In no event shall DEWIN be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to: loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, production downtime, recall costs, or any other economic loss, even if DEWIN has been advised of the possibility of such damages.

9.3 Supplier Liability. DEWIN acts as an intermediary between the Client and third-party Suppliers. DEWIN is not liable for the acts, omissions, defects, or delays of Suppliers beyond DEWIN's reasonable control, provided DEWIN has exercised reasonable care in selecting, auditing, and monitoring such Suppliers. Where a Supplier's defect causes a loss, DEWIN will use commercially reasonable efforts to pursue remedies against the Supplier on the Client's behalf.

9.4 Force Majeure Exclusion. DEWIN shall not be liable for any failure or delay in performance attributable to Force Majeure events as defined in Section 12.

9.5 No Liability for Client Errors. DEWIN shall not be liable for non-conforming Goods or service failures caused by inaccurate, incomplete, or ambiguous specifications, drawings, or instructions provided by the Client.

10.1 Limited Warranty. DEWIN warrants that Goods will conform to the mutually agreed written specifications at the time of shipment. This warranty is valid for ninety (90) days from the date of delivery to the Client's facility, or such other period as expressly stated in the purchase order.

10.2 Warranty Remedy. If Goods are found to be non-conforming within the warranty period and the Client has followed the inspection and notification procedures in Section 7.4, DEWIN's sole obligation -- and the Client's exclusive remedy -- shall be, at DEWIN's election: (a) replacement of the non-conforming Goods at no additional charge; (b) rework or repair of the non-conforming Goods; or (c) issuance of a credit note equal to the invoiced value of the non-conforming quantity.

10.3 Warranty Exclusions. The warranty in Section 10.1 does not apply to: (a) defects caused by Client-supplied specifications, designs, or materials; (b) damage caused by improper handling, storage, installation, or use by the Client; (c) normal wear and tear; (d) modifications made to Goods by the Client or third parties without DEWIN's written consent; or (e) prototype and sample orders, which are provided "as-is" for evaluation purposes.

10.4 Disclaimer of Implied Warranties. Except as expressly set forth in Section 10.1, DEWIN disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DEWIN does not warrant that Goods will meet any regulatory, safety, or certification requirements in the Client's jurisdiction.

10.5 Website and Information Disclaimer. Information published on DEWIN's website, marketing materials, and presentations (including capability statements, tolerance specifications, and lead time estimates) is provided for general informational purposes only and does not constitute a contractual commitment unless expressly incorporated into a written quotation or purchase order.

11.1 Client Indemnification. The Client shall indemnify, defend, and hold harmless DEWIN, its officers, employees, agents, and Suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of this Agreement; (b) inaccurate or defective specifications, drawings, or technical data provided by the Client; (c) infringement of third-party intellectual property rights by Goods manufactured to the Client's specifications; (d) the Client's use, distribution, or sale of Goods; or (e) the Client's violation of applicable laws or regulations.

11.2 DEWIN Indemnification. DEWIN shall indemnify, defend, and hold harmless the Client from and against claims arising directly from DEWIN's gross negligence or willful misconduct in performing Services, to the extent not excluded by Section 9.

11.3 Indemnification Procedure. The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control over the defense and settlement; and (c) provide reasonable cooperation and assistance. The indemnifying party shall not settle any claim that imposes obligations or restrictions on the indemnified party without prior written consent.

12.1 Definition. A Force Majeure event means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, trade sanctions, import/export restrictions, port closures, strikes or labor disputes (other than those involving DEWIN's own employees), power outages, or failures of telecommunications infrastructure.

12.2 Effect. Neither party shall be in breach of this Agreement or liable for any failure or delay in performance to the extent caused by a Force Majeure event, provided the affected party: (a) notifies the other party in writing as soon as reasonably practicable after the onset of the Force Majeure event; (b) takes all reasonable steps to mitigate the impact; and (c) resumes performance as soon as the Force Majeure event ceases.

12.3 Prolonged Force Majeure. If a Force Majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected order or project upon written notice without liability, subject to the Client reimbursing DEWIN for all costs incurred prior to termination.

12.4 Tariff Changes. Changes in import/export tariffs, trade policies, or customs duties (including US Section 301 tariffs on goods of Chinese origin) do not constitute Force Majeure events. DEWIN's dual-sourcing model is designed to help clients manage tariff risk, but DEWIN does not guarantee any specific tariff treatment for Goods.

13.1 Termination for Cause. Either party may terminate this Agreement or any active order immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, or receivership proceedings; or (c) commits fraud or willful misconduct in connection with this Agreement.

13.2 Termination for Convenience. The Client may terminate any order that has not yet entered production upon thirty (30) days' written notice, subject to reimbursement of DEWIN's costs incurred to the termination date. Orders in production may not be terminated for convenience without DEWIN's written consent and payment of the cancellation fee described in Section 3.5.

13.3 Effect of Termination. Upon termination: (a) all outstanding invoices become immediately due and payable; (b) each party shall promptly return or destroy the other party's Confidential Information; (c) DEWIN will release Client-owned tooling upon settlement of all outstanding balances; and (d) provisions that by their nature should survive termination (including Sections 5, 6, 9, 10, 11, and 14) shall survive.

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

14.2 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party. Either party may initiate this process by delivering written notice describing the dispute. The parties shall meet (in person, by telephone, or by video conference) within twenty (20) business days of such notice.

14.3 Arbitration. If the dispute is not resolved through negotiation within thirty (30) days of the initial notice (or such longer period as the parties may agree in writing), the dispute shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its Arbitration Rules in force at the time of the arbitration. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The arbitral tribunal shall consist of one (1) arbitrator, unless either party requests a three-member tribunal within fifteen (15) days of the commencement of arbitration.

14.4 Interim Relief. Nothing in this Section 14 prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect its rights pending resolution of the dispute.

14.5 Costs. Each party shall bear its own legal costs in connection with any dispute resolution proceedings, unless the arbitral tribunal awards costs otherwise.

15.1 Amendments. DEWIN reserves the right to amend these Terms of Service at any time. Updated terms will be posted on DEWIN's official website (dewintech.com) with the revised effective date. For existing clients with active orders, material changes will be communicated by email at least thirty (30) days prior to taking effect. Continued engagement with DEWIN's services after the effective date of any amendment constitutes acceptance of the revised terms.

15.2 Entire Agreement. This Agreement, together with any applicable quotation, purchase order, project agreement, and NDA, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and understandings. In the event of conflict, the order of precedence is: (1) a signed project agreement; (2) a written quotation; (3) a Purchase Order; (4) these Terms of Service.

15.3 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver must be in writing and signed by an authorized representative of the waiving party.

15.5 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without DEWIN's prior written consent. DEWIN may assign this Agreement to an affiliate or successor entity upon written notice to the Client.

15.6 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

15.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and PDF copies shall be deemed valid and binding.

16.1 Notices. All formal notices under this Agreement must be in writing and delivered by: (a) email with read receipt or written acknowledgment; (b) courier with tracking confirmation; or (c) registered mail to the addresses below. Notices are effective upon confirmed receipt.