Parties. These Terms and Conditions are entered into between Titoma Manufacturing Ltd., a company incorporated in Hong Kong SAR with its registered office at Rm 1602, 16/F., Workington Tower, 78 Bonham Strand, Sheung Wan, Hong Kong (“Titoma,” “we,” “us”), and the party identified as the client in the applicable Purchase Order, quotation, or Specification (“Client,” “you”).

1. Specification Requirements

Client is solely responsible for defining, in a written Specification delivered to Titoma before Design work begins, all functional, performance, safety, and environmental requirements for the Product, including but not limited to child safety, waterproofing, shock resistance, and temperature tolerance. Any requirement not stated in the Specification is deemed outside the scope of this Agreement and outside the scope of any warranty given by Titoma.

Titoma will translate Client’s requirements into a Requirements Traceability Matrix (“RTM”), which Titoma maintains as the single point of reference for development in accordance with its ISO 9001 quality procedures. The RTM, once approved by Client or, absent a written objection, made available to Client, forms part of the Specification for purposes of this Agreement.

If Client does not provide a complete written Specification, Titoma may proceed on the basis of its own reasonable written assumptions, which are deemed part of the Specification unless Client objects in writing within five (5) business days of receiving them.

2. Legal Compliance

Client shall identify in the Specification all legal requirements, regulations, standards, and certifications applicable to the Product in every jurisdiction where Client intends to sell or use the Product. Titoma is not responsible for identifying such requirements and bears no liability for noncompliance with any law, regulation, standard, or certification not expressly identified in the Specification.

Client shall indemnify and hold Titoma harmless from any claim, fine, or loss arising from the Product’s noncompliance with a requirement Client failed to disclose.

3. Design Approval & Iterations

Titoma will propose a Design based on the Specification. Client must review and approve each Design iteration in writing. Titoma does not guarantee full Specification compliance on the first iteration. Additional iterations requested by Client beyond the number quoted are billed separately at Titoma’s then-current rates.

If Client does not respond to a design, prototype, or sample submission from Titoma within ten (10) business days, the submission is deemed approved and the project timeline and cost estimates are adjusted accordingly.

Client should not make commercial commitments (retail listings, marketing launch dates, purchase orders to third parties) based on a Design prior to Client’s final written approval of the Final Design.

4. Testing & Field Approval

Client is responsible for supplying use-case expertise and for field-testing all prototypes under actual conditions of intended use before approving the Product for mass production. Client’s written approval of the Final Design following field testing constitutes Client’s confirmation that the Product is fit for Client’s intended purpose.

Titoma is not liable for any failure of the Product to perform in a use case, environment, or manner that was not disclosed in the Specification, regardless of whether the failure could have been discovered through further field testing.

5. Intellectual Property & Patent Warranty

Titoma warrants that it will not knowingly and intentionally design or manufacture a Product that infringes a third party’s patent, copyright, or registered design of which Titoma has actual knowledge.

Client is solely responsible for conducting freedom-to-operate and infringement clearance searches and bears all risk of third-party intellectual property claims relating to the Design, the Specification, or any component, artwork, trademark, or content Client supplies or directs Titoma to use.

Client shall indemnify, defend, and hold Titoma harmless against any claim, loss, damage, or expense (including reasonable attorney’s fees) arising from an allegation that the Product, the Design, or any Client-supplied material infringes a third party’s intellectual property rights.

6. Exclusive Manufacturing

Provided Client remains current on all payment obligations to Titoma, Titoma warrants that it will manufacture the Product exclusively for Client and will not manufacture the same Product, or a Product substantially similar based on the same tooling or Design, for any other party during the term of this Agreement.

7. Cost Estimates

All cost estimates provided prior to Client’s approval of the Final Design, including mold and tooling costs, are non-binding budgetary estimates only. Costs are confirmed in a written quotation upon Client’s approval of the Final Design and become binding only once Client issues a purchase order accepting that quotation.

8. Schedule Estimates & Pre-Production Cost/Lead-Time Adjustments

Titoma frequently develops new, first-of-their-kind products for Client. All delivery dates and schedules provided by Titoma, whether in a quotation, Purchase Order, or otherwise, are good-faith estimates only and are not guaranteed. A delay in meeting an estimated date is not, by itself, a breach of this Agreement and does not by itself give rise to damages, credits, or a right to cancel an order, unless a specific delivery date is expressly stated to be binding in a signed Purchase Order.

If, prior to the start of mass production, component lead times or component pricing change such that the impact on the delivery schedule or unit cost exceeds four percent (4%), Titoma will notify Client in writing with a revised estimate and, where available, alternative components or suppliers.

Client must respond in writing within five (5) business days approving the revised estimate, selecting an alternative, or cancelling the affected order. Silence beyond this period is deemed acceptance of the revised estimate.

9. Quality Standard, Inspection & Warranty

9.1 Quality Standard. Unless a different inspection standard is specified in writing in the Specification, Product quality and defect sampling will be assessed against ANSI/ASQ Z1.4 (or ISO 2859-1), General Inspection Level II, Acceptable Quality Limit (AQL) 2.5 for major defects and 4.0 for minor defects. A “Defect” means a unit that fails to conform to the approved Final Design and Specification as a result of workmanship, material, or assembly error attributable to Titoma. Cosmetic and dimensional variances within the tolerances stated in the Specification, or within industry-standard tolerances where none are stated, are not Defects. The parties acknowledge that zero-defect production is not commercially achievable and that a shipment passing the sampling plan in this Section 9.1 is deemed to conform to this Agreement.

9.2 Inspection and Acceptance. Client must inspect each shipment of Product within thirty (30) days of delivery, sampled in accordance with Section 9.1, and may reject the shipment only if it fails that sampling plan for a cause attributable to Titoma. Client must notify Titoma in writing of any rejection within this period, stating the reasons and providing evidence of nonconformance. A shipment not rejected within thirty (30) days of delivery is deemed accepted. If Titoma notifies Client that a batch of Product is complete and available for shipment (“Notification of Availability”) and Client does not arrange for that batch to be shipped within thirty (30) days of the Notification of Availability, Client has an additional thirty (30) days from the end of that period to reject the batch, including by arranging an inspection (which may be a third-party inspection at Titoma’s facility) in accordance with Section 9.1. A batch not rejected within that additional thirty (30)-day period is deemed accepted.

9.3 Warranty Period & Remedy. For fourteen (14) months from the date of completion of production (the “Warranty Period”), Titoma warrants that Product, if properly stored, handled, and used in accordance with the Specification and user manual, will remain free of Defects caused by workmanship or material attributable to Titoma. If a Defect covered by this warranty is discovered and reported during the Warranty Period, or a batch or shipment is validly rejected under Section 9.2, Titoma will, at its sole discretion, repair, replace, or refund the affected units. This is Client’s sole and exclusive remedy for a Defect under this Section 9. Client is responsible for shipping affected units to Titoma’s facility; Titoma is responsible for return shipping of repaired or replacement units, or for issuing the refund, as applicable.

9.4 Epidemic Failure. If the Defect rate in a single lot exceeds seven percent (7%), Titoma will, at its own cost, investigate on-site to determine root cause and corrective action.

9.5 Exclusions. This warranty does not apply to, and Titoma is not responsible for, any Defect or failure caused by: (a) a component, material, or supplier specified or approved by Client; (b) improper storage, handling, installation, or use inconsistent with the user manual or Specification; (c) unauthorized repair, modification, or disassembly by Client or a third party; or (d) normal wear and tear.

9.6 Claim Procedure. Client must notify Titoma in writing of any claimed Defect discovered during the Warranty Period within thirty (30) days of discovery, together with photographic evidence and, on request, sample units and a Return Material Authorization request.

10. Shipping

Titoma will assist Client in communicating with Client’s freight forwarder but is not responsible for the shipping process itself. At Client’s request, Titoma can provide a quotation to arrange shipping on Client’s behalf, which will include Titoma’s applicable handling fees.

Unless otherwise agreed in writing, Product is delivered EXW (Incoterms 2020) Titoma’s facility. Title and risk of loss pass to Client when Product is made available for collection at Titoma’s facility.

11. Mold Storage & Maintenance

Molds and tooling built for production in China or Taiwan are stored and maintained by Titoma. A mold that has been dormant (not used in production) for more than twelve (12) consecutive months incurs a maintenance charge of USD $250 per mold per year, payable in advance, or Titoma may release the mold for recycling upon thirty (30) days’ written notice to Client.

12. Labor & Environmental Standards

Titoma warrants that Product will be assembled in a qualified facility that complies with applicable local legal and environmental regulations and does not employ child labor.

13. Intellectual Property Ownership & Design Transfer Rights

As between the parties, Client owns all intellectual property rights in the Design and Specification created specifically for the Product under this Agreement, once Client has paid for the deliverables embodying them. Titoma retains ownership of all intellectual property it owned prior to this Agreement or develops independently of it, including its general manufacturing processes, tooling techniques, and know-how, and grants Client a non-exclusive, royalty-free license to use that pre-existing or independently developed intellectual property solely as needed to make, use, service, and sell the Product.

Client may transfer the Final Design and any deliverables it has paid for to another facility. Client may not continue custom production of the Product at a facility Titoma trained, or using Titoma’s proprietary process documentation, tooling designs, or manufacturing know-how, without Titoma’s continued involvement or a separate written agreement.

14. Confidentiality

Each party will keep confidential the other party’s non-public technical, business, and financial information disclosed under this Agreement (“Confidential Information”) and will use it only to perform this Agreement. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed.

Titoma’s manufacturing processes, costing, supplier relationships, and quality and yield data are Titoma’s Confidential Information regardless of whether marked confidential.

This Section survives termination or expiry of this Agreement for five (5) years.

15. Non-Solicitation

Neither party will solicit for employment or engage as a contractor any employee, contractor, or affiliate of the other party who was involved in the performance of this Agreement, without the other party’s prior written consent, during the term of this Agreement and for twelve (12) months after its termination.

16. Force Majeure

Titoma is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, government action, embargoes, epidemic or pandemic, labor disputes, or shortages of materials, components, energy, or transportation. Performance dates will be extended by a period equal to the delay caused by the event.

17. Limitation of Liability & Disclaimer of Damages

TITOMA’S ENTIRE LIABILITY AND CLIENT’S SOLE REMEDY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE REMEDIES EXPRESSLY SET OUT IN SECTION 9 (QUALITY STANDARD, INSPECTION & WARRANTY).

IN NO EVENT WILL TITOMA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO TITOMA UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM.

IN NO EVENT WILL TITOMA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, OR THE COST OF A RECALL, EVEN IF TITOMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TITOMA MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TITOMA’S RESPONSIBILITY FOR THE PRODUCT IS FULLY DISCHARGED WHERE THE PRODUCT CONFORMS TO THE APPROVED FINAL DESIGN AND IS ACCEPTED UNDER SECTION 9.2 OR REMAINS WITHIN THE WARRANTY IN SECTION 9.3.

18. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Hong Kong SAR, without regard to conflict-of-laws principles.

Before either party initiates arbitration, the parties’ chief executives (or their designees) will negotiate in good faith to resolve the dispute for thirty (30) days following written notice of the dispute.

If the dispute is not resolved within that period, it will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules, seated in Hong Kong, before a sole arbitrator with relevant industry or technical experience, conducted in the English language. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. Client submits exclusively to this arbitration procedure and waives any right to bring a claim arising out of this Agreement in any other court or forum, including in the United States.

Nothing in this Section prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information.

19. Attorney’s Fees

In addition to any costs award made by the arbitrator or court, the prevailing party in any dispute arising out of this Agreement is entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party.

20. General Provisions

20.1 Entire Agreement. This Agreement, together with the Specification and any purchase orders issued under it, constitutes the entire agreement between the parties regarding the Product and supersedes all prior discussions and agreements on the subject.

20.2 Amendment. This Agreement may be amended only by a written document signed by both parties, except that cost and schedule adjustments under Section 8 are effective as provided in that Section.

20.3 Assignment. Client may not assign this Agreement without Titoma’s prior written consent. Titoma may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

20.4 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the parties’ original intent.

20.5 No Waiver. A party’s failure to enforce a provision of this Agreement is not a waiver of its right to do so later.

20.6 Language. This Agreement is executed in English. Any translation is provided for convenience only, and the English version controls.