Terms and Conditions – Bovia Closure Solutions

B2B MASTER TERMS AND CONDITIONS OF SALE

Last Updated: 20/12/2025

Effective Date: 20/12/2025

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND AN EXCLUSIVE JURISDICTION CLAUSE. BY SUBMITTING A DEPOSIT OR ISSUING A PURCHASE ORDER, YOU AGREE TO BE BOUND BY THESE TERMS.

1. PARTIES AND SCOPE

1.1. The Parties. This Agreement is entered into by and between:

(a) The Seller: Yantai Bopai Packaging Products Co., Ltd., a limited liability company organized and existing under the laws of the People’s Republic of China (hereinafter referred to as the “Seller”, “We”, or “Company”). The Seller may subcontract manufacturing operations to its affiliated manufacturing entity, Yantai Yijie Cap Manufacturing Co., Ltd., but the Seller remains solely responsible to the Buyer under this Agreement. Yantai Yijie Cap Manufacturing Co., Ltd. is not a party to this Agreement and has no direct contractual relationship with the Buyer.

(b) The Buyer: The business entity, organization, or authorized representative purchasing goods via the website https://bovia.co (hereinafter referred to as the “Buyer” or “You”).

1.2. B2B Nature of Transaction. The Buyer represents and warrants that it is purchasing Goods solely for commercial, industrial, or professional use and not as a “Consumer” under applicable consumer protection laws (including EU Directive 2011/83/EU). The Buyer acknowledges that statutory consumer rights (such as “cooling-off periods”) do not apply to these custom B2B transactions.

1.3. Entire Agreement. These Terms, combined with the Seller’s Official Invoice and the Legal Authorisation & Document Submission Policy, constitute the entire agreement between the parties. They supersede all prior negotiations or Buyer’s standard purchase terms. These Terms should be read together with the Website Privacy Policy and the Quote Page Privacy and Confidentiality Policy.

2. ORDERS AND CONTRACT FORMATION

2.1. Quotes are Non-Binding. Any quotation, price list, or pro forma invoice provided by the Seller is an invitation to treat and does not constitute a legal offer. Prices are subject to change due to fluctuations in raw material costs (aluminum/plastic) until the Deposit is received. Quotations are valid for a limited period only, as stated in the quotation.

2.2. Contract Formation. A binding contract for the sale of goods (the “Contract”) is formed only when all of the following occur:

(a) The Buyer confirms the Final Specifications (size, color, artwork);

(b) The Buyer provides written approval of samples (where samples have been provided); AND

Mass production shall not commence until all three conditions are satisfied.

2.3. Cancellation. Once the Contract is formed, the Order cannot be cancelled by the Buyer. If the Buyer attempts to cancel after Contract formation:

(a) The Seller shall retain the Deposit as liquidated damages;

(b) The parties acknowledge and agree that the Deposit amount represents a genuine pre-estimate of the Seller’s losses arising from cancellation, including but not limited to: raw material procurement costs, mould and tooling preparation, production scheduling disruption, and administrative costs;

(c) The Deposit retention is not intended as a penalty but as reasonable compensation for losses that are difficult to quantify precisely at the time of Contract formation; and

(d) The Seller reserves the right to claim further damages if actual losses exceed the Deposit amount.

3. CUSTOM SPECIFICATIONS AND MOULDS

3.1. Buyer Responsibility for Specs. The Goods are manufactured strictly according to the dimensions, artwork, and specifications provided or approved by the Buyer. The Seller assumes no liability for Goods that fail to fit the Buyer’s bottles if the failure is due to inaccurate specifications provided by the Buyer.

3.2. Sealing Equipment Compatibility. The Buyer acknowledges that bottling and sealing equipment varies significantly. The Buyer is solely responsible for testing samples provided by the Seller against their specific sealing machinery. The Seller does not warrant that the Goods will work on untested or incompatible machinery.

3.3. Moulds and Tooling.

(a) Ownership: Unless a separate Mould Purchase Agreement is signed, all physical moulds, plates, dies, and tooling created for the production of the Goods remain the exclusive property of the Seller, even if the Buyer contributed to the tooling cost.

(b) Exclusive Use: While the Seller retains ownership, moulds created for a specific Buyer’s designs will be used exclusively for that Buyer’s orders and will not be used to manufacture goods for other customers. This exclusivity of use does not constitute or imply transfer of ownership.

(c) Transfer of Ownership: Any transfer of mould ownership to the Buyer must be expressly agreed in a separate written Mould Purchase Agreement and is subject to payment of the full mould cost.

(d) Storage and Maintenance: The Seller will store and maintain moulds for a period of three (3) years from the date of the last order using those moulds. After this period, the Seller may dispose of the moulds without liability unless the Buyer requests continued storage in writing.

3.4. Sample Approval. The Seller shall provide one or more samples for the Buyer’s testing prior to mass production. The Buyer is solely responsible for conducting thorough testing of samples with its own bottles and sealing equipment. The Buyer must provide written approval of samples before mass production commences. Written approval of samples constitutes final and irrevocable acceptance of all specifications, dimensions, colors, artwork, and sealing performance. Goods manufactured in accordance with approved samples shall be deemed fully compliant with the Buyer’s requirements, and no claims for specification-related issues shall be accepted thereafter.

3.5. Minimum Order Quantity. Minimum order quantities vary depending on product type and specifications. The applicable minimum order quantity for each product will be stated in the Seller’s quotation.

4. PAYMENT TERMS

4.1. Payment Schedule. Unless explicitly agreed otherwise in writing, the payment terms are strictly:

30% Deposit: Due immediately upon Order confirmation. Production will not commence until this amount clears the Seller’s account.
70% Balance: Due after production is complete but prior to shipment or release of the Bill of Lading.

4.2. Accepted Methods. Payments shall be made via Alibaba Trade Assurance or International Wire Transfer (T/T). The Buyer is responsible for all bank charges and transfer fees. For first-time customers, payment via Alibaba Trade Assurance is strongly recommended.

4.3. Default and Suspension. If the Buyer fails to pay the Balance within thirty (30) days of the notification of production completion, the Seller reserves the right to:

(a) Withhold shipment;

(b) Charge a warehousing fee of 0.5% of the total order value per day; and

5. DELIVERY AND PASSING OF RISK

5.1. Incoterms. Unless stated otherwise on the Invoice, all sales are FOB (Free on Board) Qingdao Port, China (Incoterms® 2020).

5.2. Transfer of Risk. Risk of loss or damage to the Goods passes to the Buyer the moment the Goods are placed on board the vessel or handed over to the carrier at the port of Qingdao. The Seller is not responsible for damage, theft, or delay occurring during international transit.

5.3. Customs and Duties. The Buyer is the “Importer of Record” in the destination country. The Buyer is solely responsible for:

(a) Payment of all import duties, VAT, excise taxes, and tariffs; and

(b) Ensuring the Goods comply with local import regulations.

5.4. Production Lead Time. Standard production lead time is approximately twenty (20) to thirty (30) working days after receipt of the Deposit and the Buyer’s written approval of samples, depending on order quantity and specifications. The Seller shall notify the Buyer of the estimated production schedule upon order confirmation.

6. INSPECTION, TOLERANCE, AND RETURNS

6.1. No Returns on Custom Goods. Since the Goods are customized with the Buyer’s specific dimensions, colors, and logos, the Goods are non-returnable and non-refundable except in cases of material manufacturing defects solely attributable to the Seller and verified in accordance with Section 6.2.

6.2. Inspection Period. The Buyer must inspect the Goods within seven (7) days of arrival at the destination port. Any claim for defects must be submitted in writing within this period, accompanied by photographic evidence and independent inspection reports. Failure to report within this window constitutes deemed acceptance.

6.3. Manufacturing Tolerance. The Buyer accepts industry-standard tolerances inherent in mass production, including but not limited to:

Quantity variation: +/- 5% (billed on actual quantity shipped).
Color variation: Minor deviations from Pantone shades due to substrate differences.

7. PROHIBITED USE AND REGULATORY COMPLIANCE

7.1. Lawful Purpose Warranty. The Buyer warrants that the Goods will be used strictly for lawful packaging purposes. The Buyer specifically agrees NOT to use the Goods to:

(a) Package products in violation of tax or excise laws (e.g., bottling spirits in closures designated for olive oil to evade alcohol duties);

(b) Mislead consumers regarding the origin or nature of the contents; or

(d) Use closures intended for non-alcoholic or food products (such as olive oil closures) to package alcoholic beverages or other regulated products.

7.2. Liability Disclaimer. The Seller is a contract manufacturer of packaging components only. The Seller expressly disclaims all liability for:

(a) The contents filled into the packaging by the Buyer;

(b) The compliance of the final product with labeling laws in the destination country (e.g., EU Regulation 1169/2011); and

7.3. Indemnification for Misuse. The Buyer agrees to indemnify, defend, and hold the Seller harmless from any penalties, fines, or legal actions arising from the Buyer’s misuse of the Goods or violation of local excise/tax regulations.

8. INTELLECTUAL PROPERTY AND INDEMNIFICATION

8.1. Buyer’s Warranty. The Buyer represents and warrants that it owns or holds a valid license for all trademarks, logos, patents, and designs submitted to the Seller for printing or manufacturing (“Buyer IP”).

8.2. Indemnification. The Buyer shall fully indemnify and defend the Seller against any third-party claims alleging that the manufacture of the Goods infringes any patent, trademark, copyright, or trade secret. This includes covering all legal fees, damages, and settlement costs incurred by the Seller.

8.3. Right to Reject. The Seller reserves the right to request proof of IP ownership (e.g., Trademark Registration Certificates) at any time. The Seller may unilaterally reject any Order it suspects involves counterfeiting or IP theft.

8.4. Design Patents and Registered Designs. The Buyer further warrants that any cap design, shape, or appearance submitted for manufacture does not infringe upon any registered design, design patent, or industrial design rights held by third parties in any jurisdiction. The Buyer shall indemnify the Seller against all claims arising from alleged infringement of design patents or registered designs.

9. LIMITATION OF LIABILITY

9.1. Cap on Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE BUYER FOR THE SPECIFIC BATCH OF GOODS GIVING RISE TO THE CLAIM.

9.2. Exclusion of Consequential Damages. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF WINE/LIQUID PRODUCT (DUE TO LEAKAGE OR SPOILAGE), RECALL COSTS, OR DAMAGE TO BRAND REPUTATION.

9.3. No Liability for Buyer’s Violations. Notwithstanding any other provision of this Agreement, the Seller shall have no liability whatsoever for any losses, damages, penalties, fines, or claims arising from: (a) the Buyer’s infringement of third-party intellectual property rights; (b) the Buyer’s violation of customs, excise, tax, or regulatory laws; or (c) the Buyer’s misrepresentation of intended product use. All such liability rests exclusively with the Buyer.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law. This Agreement 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. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

10.2. Dispute Resolution. Any dispute arising out of or in connection with this Contract shall be submitted to the competent People’s Court at the place where the Seller is domiciled (Yantai, Shandong Province, China) for litigation. The Buyer consents to the exclusive jurisdiction of such courts for the final resolution of disputes.

10.2A. Interim and Protective Relief. Notwithstanding Section 10.2, either party may apply to any court of competent jurisdiction for interim, injunctive, or other protective relief to prevent irreparable harm, preserve the status quo, or enforce confidentiality or intellectual property rights, without such application being deemed a waiver of the exclusive jurisdiction clause. Any such interim proceedings shall not determine the merits of the dispute, which shall remain subject to the exclusive jurisdiction of the courts in Yantai, China.

10.3. Language. This Agreement is executed in English. In the event of any translation, the English version shall prevail.

11. FORCE MAJEURE

11.1. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, quarantine restrictions, strikes, or supply chain disruptions affecting raw materials.

11.2. In the event of force majeure, the affected party shall notify the other party promptly, and the time for performance shall be extended by a period equivalent to the duration of the force majeure event. If the force majeure continues for more than ninety (90) days, either party may terminate the Contract without liability, and the Seller shall refund any Deposit pai,d less costs already incurred.

12. GENERAL PROVISIONS

12.1. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.2. Waiver. No failure or delay by the Seller in exercising any right under this Agreement shall constitute a waiver of that right.

12.3. Assignment. The Buyer may not assign or transfer this Agreement or any rights hereunder without the prior written consent of the Seller. The Seller may assign this Agreement to any affiliate or successor entity.

12.4. Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in Section 13 via email with read receipt or international courier with tracking.

12.5. Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.

12.6. Survival. Sections 7 (Prohibited Use), 8 (Intellectual Property and Indemnification), 9 (Limitation of Liability), and 10 (Governing Law and Dispute Resolution) shall survive termination or expiration of this Agreement.

13. CONTACT INFORMATION

For legal notices or questions regarding these Terms:

Yantai Bopai Packaging Products Co., Ltd.

Address:

Email:

Website: https://bovia.co

14. ACKNOWLEDGMENT

By submitting a Deposit or Purchase Order, the Buyer acknowledges that:

(a) It has read and understood these Terms and Conditions;

(b) It has had the opportunity to seek independent legal advice;

(d) It accepts sole responsibility for ensuring that its use of the Goods complies with all applicable laws in the destination country.