STANDARD TERMS AND CONDITIONS OF SALE

1. Order Confirmation

This Sales Order shall become binding once confirmed in writing by Rockhill America (“Seller”).

2. Product Specification & MOQ/Packaging

Orders are subject to the agreed product specifications and minimum order quantity (MOQ). Prices are quoted based on standard packaging. Specific packaging requests may be accommodated if agreed in advance, and any cost implications will be communicated prior to confirmation.

3. Price & Payment Terms

All prices are quoted in USD on FOB basis, unless otherwise specified.

For the first order: 30% deposit before production starts and 70% balance must be settled before loading.

From the second order onwards: 30% deposit before production starts and 70% must be settled before shipment release, against copy of the Bill of Lading (B/L).

The minimum order amount (MOA) is USD 8,000 per order. Orders below this threshold or below a full container load will incur a handling fee to be confirmed by RHA.

4. Samples Fee

Samples are provided against full payment of 100% in advance by T/T at the time of order placement. Shipping costs related to samples shall be borne by the Buyer, unless otherwise agreed.

5. Cancellation Policy

Orders cannot be cancelled without the Seller’s prior written consent. If a cancellation is accepted, the Buyer shall be liable for all costs incurred up to the date of cancellation, including but not limited to raw materials, production, packaging, and administrative expenses.

6. Refund / Compensation Policy

Products are subject to inspection under AQL 2.5 standards. Only defective items, verified by an independent inspection report or mutually agreed evidence, are eligible for refund. The Buyer must notify the Seller in writing within 14 days of receipt of the goods. Physical returns will not be accepted unless otherwise agreed in writing. In such cases, the Seller may, at its sole discretion, provide a refund, replacement in the next shipment, or other mutually agreed remedy.

7. Delivery & Delays

All delivery schedules, including ETD/ETA, are provided as estimates for the Buyer’s planning purposes and shall not be considered binding commitments. The Seller will use reasonable efforts to meet the indicated timelines; however, the Seller shall not be held liable for delays resulting from customs clearance, carriers/logistics partners, or force majeure events beyond its control.

8. Force Majeure

Neither the Seller nor the Buyer shall be held liable for non-performance of the contract due to fire, strike, war, embargo, riot, epidemic, legal restrictions, or any other circumstances beyond the reasonable control of both parties.

9. Natural Material Disclaimer

For items crafted from natural materials (such as water hyacinth, seagrass, bamboo, or rattan), certain variations in color, texture, and durability may naturally occur. In the event of shipment delays arising from circumstances beyond the Seller’s control, the Seller cannot guarantee the preservation of original quality. Nonetheless, the Seller will take all reasonable measures to ensure that the products delivered remain consistent with the agreed quality standards.

10. Inspection & Testing

Quoted prices do not include additional costs such as product testing, tooling, or mold charges unless expressly stated in writing. Any inspection or testing requested by the Buyer must be confirmed in advance in writing, with all related costs borne by the Buyer unless otherwise agreed.

11. Arbitration & Governing Law

Any dispute that cannot be amicably resolved shall be finally settled by arbitration under the rules of the American Arbitration Association (AAA) / International Centre for Dispute Resolution (ICDR). The place of arbitration shall be the United States, and the language shall be English. Arbitration fees and related expenses shall be borne by the losing party, unless otherwise agreed. This contract shall be governed exclusively by the laws of the United States.

12. General Terms

Any amendments or additional clauses shall only be valid if made in writing and duly confirmed by both parties. This contract comes into effect from the date of signing. Signing via facsimile or scanned copy is accepted as legally valid by both parties.