OEM Terms & Conditions
1. Parties
This agreement is between Winfield International Enterprises Limited ("Originem"), a company registered in Hong Kong acting as a platform, and [Customer Name] ("Designer"), collectively referred to as "the Parties".
2. Scope of Services
2.1 Originem is a platform connecting the Customer with Originem Partners who provide Original Equipment Manufacturing (OEM) services.
2.2 OEM services, including design consultation, prototyping, manufacturing, and fulfillment services for bag products, are provided by Originem Partners, not by Originem directly.
2.3 Originem will represent Originem Partners in communications with the Designer.
3. Originem's Role
3.1 Originem's primary role is facilitating the connection between the Designer and Originem Partners providing OEM services.
3.2 Originem will oversee the process to ensure smooth communication and adherence to agreed terms.
3.3 Originem does not provide manufacturing services directly and is not responsible for the actual production of goods.
3.4 Originem has the responsibility and reserves the right to refuse to provide OEM services to those who might be copying others' designs or infringing on intellectual property rights.
4. Quality Standards
4.1 Originem will communicate quality standards maintained by Originem Partners.
4.2 Materials, production processes, and finished products will adhere to specifications agreed upon by the Designer and the Originem Partner, as communicated through Originem.
5. Intellectual Property Rights
5.1 The Designer retains the rights to their original designs.
5.2 By uploading designs to the platform, Designers grant Originem and Originem assigned partners non-exclusive licenses to crowdfund, display, promote, sell, manufacture, and distribute the designs including online and offline channels.
6. Pricing and Payment Terms
6.1 Originem will communicate pricing for services on behalf of Originem Partners.
6.2 All payments shall be made through Stripe, Originem's designated payment processor.
7. Production Timeline
Originem will communicate the general timeline on behalf of Originem Partners.
8. Minimum Order Quantities
Minimum order quantities, if applicable, will be specified for each product type as determined by Originem Partners.
9. Fulfillment Services
9.1 Fulfillment services are provided by Originem Partners as part of the OEM service package, however, the shipping fee is not included.
9.2 Fulfillment includes packaging, labeling, and shipping of finished products to addresses
provided by the Designer or directly to end customers.
9.3 The designer will facilitate communication regarding fulfillment details between the Designer
and Originem Partners.
9.4 The Designer is responsible for providing accurate shipping information and bearing the costs
of shipping and handling.
10. Changes and Modifications
10.1 Any changes or modifications to the product design, specifications, or order details must be
communicated through Originem.
10.2 Changes may impact pricing, production timeline, and minimum order quantities, which will
be communicated to the design for approval before implementation.
11. Product Approval
11.1 The design is responsible for approving production samples before mass production begins.
11.2 Once approval is given, any further changes may incur additional costs and delay
production.
12. Tooling and Molds
12.1 Any tooling, molds, or equipment specifically created for the designer's product ("Tools")
will be charged to the designer at cost.
12.2 Originem Partners will store and maintain the Tools for the designer free of charge for up to
one year after the last order. Beyond this period, storage fees may apply.
13. Product Specifications and Tolerances
13.1 All products will be manufactured according to the specifications provided by the designer
and agreed upon by Originem Partners.
13.2 Unless otherwise specified, the following tolerances will be considered acceptable:
Dimensional tolerances: ±0.5% or ±3cm, whichever is greater
Weight tolerances: ±10%
13.3 The Designer acknowledges that minor variations within these tolerances are standard in
manufacturing and do not constitute a defect.
14. Material Sourcing
14.1 Originem Partners are responsible for sourcing all materials required for production unless
otherwise agreed in writing.
14.2 The designer will be notified of any significant changes in material costs that may affect the
final product price.
14.3 If the designer wishes to source their own materials, this must be agreed upon in writing,
and the designer assumes responsibility for the quality and timely delivery of these materials.
15. Disclaimer of Warranty and Liability
15.1 Neither Originem nor Originem Partners provide any warranty for the products or services.
15.2 The designer acknowledges and agrees that all products and services are provided "as is"
without any warranty of any kind, either express or implied.
15.3 Originem shall not be liable for any direct, indirect, incidental, special, or consequential
damages resulting from the use or inability to use the products or services provided by
Originem Partners.
16. Confidentiality
Both Parties agree to keep confidential all proprietary information shared during this agreement.
17. Intellectual Property Indemnification
The Customer agrees to indemnify and hold harmless Originem and Originem Partners against
any claims of intellectual property infringement related to the Customer's designs or
specifications.
18. Force Majeure
Neither party shall be liable for failure to perform due to circumstances beyond reasonable
control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military
authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy,
labour, or materials.
19. Logo and Trademark
According to Originem's OEM services, documentation substantiating valid trademark rights
shall be furnished for all branding, logos or other intellectual property intended for application or
incorporation into manufactured goods.
Originem requires proof of trademark ownership and registration, in the form of current
certificates of registration/renewal issued by the appropriate trademark office(s), for intellectual
assets sought to be reproduced through its OEM capabilities.
20. Dispute Resolution
Any disputes arising from this agreement shall be resolved through arbitration in Hong Kong
under the Hong Kong Arbitration Ordinance.
21. Compliance with Laws
Both Parties agree to comply with all applicable laws and regulations of Hong Kong, including the
Basic Law where relevant.
22. Governing Law
This agreement shall be governed by and construed under the laws of the Hong Kong Special
Administrative Region.
23. Entire Agreement
This agreement constitutes the entire understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral or written, and all other
communications between the parties relating to such subject matter.
Originem expects all designers to respect intellectual property rights and to avoid copying the
designs of other designers or brands. Originem will not be held legally responsible for any
intellectual property disputes or lawsuits relating to a designer's work.
