Commercial Agreements

Terms of Service

Binding general terms and conditions governing B2B procurement, manufacturing standards, and supply chain operations for Ziptek Auto Parts.

DOC: ZAP-TOS-B2B-2025 Effective: January 1, 2025 Jurisdiction: PRC

General Provisions

1.1 B2B Nature: Ziptek operates strictly as a source factory and B2B supply chain provider. Our products—including but not limited to Bare Engines (Long Blocks), Complete Cylinder Heads, and Engine Assemblies—are engineered and sold strictly for commercial automotive aftermarket importers, wholesalers, regional distributors, and professional repair workshops. We do not engage in direct-to-consumer (B2C) retail.

1.2 Modifications: The Factory reserves the right to modify product specifications, materials, or manufacturing processes without prior notice, provided such modifications do not negatively impact the form, fit, or function of the supplied auto parts based on OEM equivalents.

Orders & Specifications

Specification Accuracy

The Buyer bears sole responsibility for ensuring the accuracy of the Purchase Order. This includes verifying OEM/AMC part numbers, engine codes (e.g., G4LA, 1KD, YD25), fuel types, and applicable vehicle model years prior to confirming the Proforma Invoice. Ziptek shall not be liable for incompatibility arising from incorrect part numbers or engine specifications provided by the Buyer.

Minimum Order Quantity (MOQ) & Lead Times

We support procurement ranging from LCL (Less than Container Load) to FCL (Full Container Load). Standard MOQs apply:

Production lead times will be specified on the PI. Time is not of the essence unless explicitly agreed in a dedicated SLA (Service Level Agreement). Delays caused by force majeure or supply chain disruptions beyond our control do not constitute a breach of contract.

Pricing & Payment Terms

3.1 Direct Factory Pricing: All quotations are provided based on factory-direct export pricing, exclusive of destination country import duties, VAT, local taxes, and customs clearance fees, which remain the sole responsibility of the Buyer.

3.2 Currency & Validity: Unless otherwise stated, quotes are in United States Dollars (USD). Quotations are valid for 30 days due to fluctuations in raw material (aluminum/cast iron) costs.

3.3 Standard Payment Terms: Standard terms require a Telegraphic Transfer (T/T). Specifically: 30% advance deposit to initiate production, and the remaining 70% balance payable upon presentation of the copy of the Bill of Lading (B/L) prior to telex release or original document dispatch. Custom OEM/ODM tooling costs must be paid 100% in advance.

Manufacturing & Quality Assurance

100% Testing Standard

Ziptek guarantees that our manufacturing operations adhere to stringent automotive industry standards, verified by SGS and TUV. To eliminate aftermarket risks:

Testing reports and QC documentation are recorded internally and can be provided for specific PO batches upon request.

Ready-to-Install Condition

Our assembled solutions (e.g., Complete Cylinder Heads and Long Blocks) are designed to be "Ready-to-Install." We expressly warrant that these specific assemblies require no local machining or surfacing by the Buyer or the installing workshop prior to fitment, thereby reducing local labor costs and installation time.

Shipping, Risk & Title

5.1 Incoterms: Deliveries are typically executed under EXW (Ex Works), FOB (Free on Board) China Ports, or CIF (Cost, Insurance, Freight) terms, strictly governed by Incoterms 2020 as specified in the PI.

5.2 Packaging: To prevent transit damage, Ziptek utilizes heavy-duty, fumigation-free wooden boxes suitable for international ocean and air freight. Rust-proof oil and internal sealing wraps are applied standard.

5.3 Risk of Loss: Risk of loss or damage to the goods passes to the Buyer in accordance with the agreed Incoterm (e.g., when the goods pass the ship's rail at the port of loading for FOB). Title to the goods remains with Ziptek until full and final payment has been received and cleared into our corporate bank account.

Warranty Policy

Coverage Scope

Ziptek provides a robust commercial warranty against defects in materials and factory workmanship. Depending on the engine model and component type, the warranty period ranges from 1 to 2 Years or 30,000 to 60,000 Kilometers (whichever occurs first from the date of B/L). The exact warranty term for each product is explicitly stated on the respective product datasheet and PI.

Pre-Installation SOP Condition (Crucial)

Condition Precedent: Warranty activation is strictly contingent upon the installing mechanic adhering to Ziptek’s Official Pre-Installation SOPs (Standard Operating Procedures).

Failure of an engine component is frequently caused by external systems rather than the block or head itself. Therefore, the warranty will be rendered VOID if the Buyer/Installer fails to provide documented proof of the following during installation:

In the event of an approved claim, Ziptek's liability is strictly limited, at our discretion, to the replacement of the defective part in the next shipment or the issuance of a credit note. We do not cover local labor costs, towing, or third-party repair bills.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Ziptek Auto Parts, its directors, or affiliates be liable for any indirect, incidental, consequential, special, or punitive damages. This includes, without limitation, loss of profits, loss of business opportunity, downtime, or vehicle hire costs arising out of or related to the use, inability to use, or failure of our supplied auto parts.

Ziptek's aggregate cumulative liability arising from any specific PO, whether in contract, tort (including negligence), or otherwise, shall not exceed the actual total purchase price paid by the Buyer for the specific parts giving rise to the claim.

Governing Law & Dispute Resolution

These Terms and all commercial transactions between the Factory and the Buyer shall be governed by and construed in accordance with the laws of the People's Republic of China, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, controversy, or claim arising out of or relating to this agreement, or the breach, termination, or invalidity thereof, shall first be subjected to good-faith commercial negotiation. If unresolved within sixty (60) days, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing, under its then-current rules. The language of arbitration shall be English, and the arbitral award shall be final and binding upon both parties.