Terms of Service

1. Agreement to Terms & Eligibility

These Terms of Service ("Terms") constitute a legally binding agreement between your organization ("Client", "Buyer", or "you") and Arc Limited ("ARC", "Company", "we", "us", or "our"), governing access to our sourcing portal, advisory services, factory audits, quality control, and logistics consolidation.

By registering an account, submitting an inquiry, or approving a project estimate, you affirm that you have the requisite legal authority to bind your organization to these Terms.

2. Scope of Supply Chain & Sourcing Services

ARC provides comprehensive end-to-end procurement management throughout Greater China and Asia. Services may encompass:

• Supplier discovery, verification, background auditing, and capacity evaluation.
• Sample prototyping, tooling management, and technical design translation.
• Price negotiation, commercial contract structuring, and milestone disbursement management.
• Pre-production, in-line (DUPRO), and final pre-shipment inspections (PSI) conducted under ISO 2859-1 (AQL) standards.
• Warehouse consolidation, container loading supervision (CLI), customs brokerage, and international freight coordination.

3. Client Responsibilities & Representations

To ensure smooth execution of procurement and export workflows, the Client agrees to:

• Provide comprehensive, clear, and unambiguous technical drawings, tolerance thresholds, and product safety specifications.
• Ensure all supplied CAD files, artwork, trademarks, and design assets do not infringe third-party patents, copyrights, or trade secrets.
• Promptly review and approve pre-production golden samples, test reports, and commercial proforma invoices.
• Maintain the confidentiality of portal access credentials and notify ARC immediately of any unauthorized access.

4. Quotations, Pricing & Payment Terms

All commercial quotations issued by ARC remain valid for the period specified therein (typically 14 calendar days, unless raw material commodity indices dictate earlier revision). Unless explicitly agreed in writing:

• Custom tooling, molds, and sampling expenditures must be paid in full prior to production initiation.
• Standard production orders operate under a 30% deposit upon purchase order issuance, with the 70% balance due following successful pre-shipment inspection and prior to original bill of lading release.
• Foreign exchange conversions are settled at prevailing spot rates on the date of invoicing, unless hedged forward contract terms are executed.

5. Quality Control, Inspections & Defect Thresholds

Quality inspections are executed according to the internationally recognized Acceptable Quality Limit (AQL) standard (Standard Level II, Critical: 0, Major: 2.5, Minor: 4.0), unless alternative thresholds are agreed in a formal Quality Agreement.

Inspection reports reflect the condition of goods sampled at the specific time and location of inspection. The Client remains responsible for authorizing final factory release based on generated inspection reports.

6. Intellectual Property & Non-Circumvention

ARC treats all client designs, molds, proprietary blueprints, and branding assets as strictly confidential under perpetual non-disclosure obligations. Tooling funded entirely by the Client remains the exclusive property of the Client.

The Client agrees not to circumvent ARC by engaging directly with manufacturers, factories, or sub-tier vendors introduced by ARC during the engagement and for a period of 24 months following the termination of services, without prior written agreement and compensation.

7. Limitation of Liability & Force Majeure

To the maximum extent permitted by law, ARC shall not be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, downtime, or market reputational damages.

Neither party shall be liable for non-performance or delays caused by events beyond reasonable control, including natural disasters, typhoons, pandemics, port congestions, statutory trade embargoes, customs policy overhauls, or armed conflicts (Force Majeure).

8. Governing Law & Dispute Resolution

These Terms and all procurement engagements with ARC are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

9. Contact Information

For questions or notices regarding these Terms of Service, contact:

• Email: [email protected]
• Legal Department: Arc Limited, Two International Finance Centre, Central, Hong Kong