Terms of Service & OEM/ODM Manufacturing Agreement

1. B2B Commercial Restriction & Non-Consumer Use

All services, materials, custom mold fabrications, and product runs provided under this Agreement are strictly restricted to B2B (Business-to-Business) commercial procurement, wholesale distribution, corporate branding campaigns, and professional retail. We do not provide consumer-grade retail sales or single-unit shipments.

The Client warrants and represents that they are acquiring custom balloon stocks and related anchoring accessories solely for commercial resale, bulk corporate promotion, or event layout design, and are fully qualified in their respective domestic jurisdictions as registered business entities.

2. OEM/ODM Customization, Tooling Molds, and MOQs

FAIR operates advanced automated polymer extrusion, high-precision CAD modeling, and computerized CNC tooling lines. Sourcing and contract manufacturing of custom shapes, bespoke monogram configurations, or custom-printed logos are subject to the following terms:

• Minimum Order Quantity (MOQ): Our standard factory MOQ is strictly locked at 10,000+ pieces per design for custom physical shapes (custom CNC tooling) and bespoke multi-color copperplate rotogravure cylinder prints. Orders falling below this threshold will not be queued for active production.
• Mold & Cylinder Ownership: All CAD templates, physical copperplate engraving cylinders, and CNC shape-cutting molds engineered by FAIR remain the exclusive intellectual and material property of FAIR. Tooling and setup fees paid by the Client represent a non-refundable contribution toward the initial design, alignment, and physical molding costs. Molds and plates are archived at our Jiangsu cleanrooms for up to 24 months of inactive order cycles.
• Intellectual Property Indemnification: The Client warrants that any digital artwork, brand trademark, licensed character (e.g., Spiderman, Mickey Mouse), or CAD schematic submitted for custom private label production is fully owned by the Client or accompanied by explicit, legally certified licensing agreements. FAIR strictly complies with BSCI and SEDEX social and intellectual audits and will not proceed with unlicensed production. The Client agrees to fully indemnify and hold FAIR harmless from any and all intellectual property infringement lawsuits or customs confiscation claims.

3. Environmental Compliance, Plastics Taxes, and Chemical safety

FAIR is a proud Pro Environment Balloon Alliance (PEBA) member since 2019. We are dedicated to zero-plastic innovation, utilizing our proprietary PLA-PBAT-nanoclay co-extruded biopolymer film to reduce microplastic waste.

Our materials hold verified test records confirming complete structural compliance with the EU Single-Use Plastics Directive 2019/904, California's SB 54, SB 568, and the UK Environmental Protection Regulations 2023. Our films and water-based pigments undergo independent laboratory verification, carrying unredacted reports for SGS EN71-3 (Toy Safety Migration of Elements Screen) and SGS RoHS Compliance (Report SHAHG2207652301).

While FAIR guarantees that the materials leaving our production lines meet these international chemical and heavy-metal thresholds, the Client is exclusively responsible for interpreting, paying, and complying with any local environmental plastics taxes, import tariffs, or regional bans applied within their specific import jurisdiction.

4. Quality Control, Balloon Popping Liabilities, and Product Warranties

Every custom lot manufactured by FAIR undergoes a strict 100% in-line quality audit, including a **48-to-72-hour automated inflation and leak test** to verify weld and valve integrity before flat-packing.

Because metallized BoPET and PLA-PBAT biopolymers are non-elastic, rigid barrier materials, they possess near-zero volumetric expansion tolerances under rapid pneumatic loading or thermal change. The Client acknowledges that FAIR shall NOT be held liable for onsite balloon popping, seam bursting, or slow deflations occurring during or after inflation at event venues.

It is the Client's sole operational responsibility to ensure that inflating technicians adhere to our standard inflation protocol (filling to a maximum of 85%-90% capacity, leaving relaxed perimeter seams) and manage environmental temperature traps (such as uncooled summer car cabins or high-intensity halogen spotlights) which can drive thermodynamic pressures beyond the seams' 15 KPa limit.

5. Logistic Risk Transfer (EXW/FOB) and Marine Moisture Protection

Unless explicitly stated otherwise in a written B2B contract, all global shipments are routed under EXW (Ex-Works - Factory Door, Kunshan) or FOB (Free On Board - Shanghai Port) terms. Risk of physical loss, transit delay, or material damage transfers completely to the Client the moment the master cartons are scanned and handed over to the Client's designated third-party freight forwarder or logistics carrier.

To protect customized corporate prints from maritime moisture and the atmospheric hazard of **Container Rain** (where humidity inside shipping containers regularly reaches 95% at temperatures exceeding 40°C), FAIR enforces a strict **3-Layer Moisture-Lock packing standard** (hermetic vacuum-sealed polybags, active silica gel desiccants, and heavy-duty 5-ply corrugated export cartons).

The Client is responsible for examining the outer cartons immediately upon delivery and filing any structural cargo damage claims directly with their shipping line.

6. Hydrolytic Sensitivity and B2B Warehouse Storage Mandates

Unlike traditional petroleum-derived plastics that resist environmental degradation, biodegradable PLA-PBAT-nanoclay films are engineered to degrade in the presence of heat, moisture, and microbial activity. This makes them **hydrolytically sensitive**.

To maintain a certified shelf-life of up to 24 months, the Client warrants that all bulk shipments of biodegradable balloons will be stored in temperature-controlled, climate-regulated warehouse environments keeping relative humidity (RH) **below 45%** and temperatures consistently **between 15°C and 25°C (59°F to 77°F)**.

FAIR shall not be held liable for premature film brittleness, seam sealing deterioration, or accelerated degradation rates resulting from warehouse climates that violate these strict thermodynamic guidelines.

7. Governing Law, Dispute Resolution, and Jurisdiction

This Agreement and all business transactions executed between FAIR and the Client shall be governed by, interpreted, and construed in accordance with the laws of the **People's Republic of China**, without regard to its conflicts of law principles or 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 contract, including its formation, validity, breach, or termination, which cannot be settled amicably through business consultation within thirty (30) days, shall be submitted exclusively to the jurisdiction of the ** Jiangsu Courts/Arbitration Center** located near our manufacturing headquarters.