FactoryWitness
operated by FLORAL STREAM COMPANY LIMITED
Version 1.0 — [effective date]
> ⚠️ 本文件为商业条款草稿，由 AI 起草，未经律师审阅。正式对客户使用前建议请香港律师过一遍，尤其是第 8 节（合规）、第 11 节（退款）、第 12 节（责任限额）。
These terms govern services provided by FLORAL STREAM COMPANY LIMITED, a company incorporated in Hong Kong, trading as FactoryWitness ("we", "us"), to the client named in the applicable quotation ("you").
They apply to every engagement unless we agree otherwise in writing. Where a signed quotation conflicts with these terms, the quotation prevails.
2.1 We provide supplier research, supplier due diligence, quotation comparison, factory audit coordination and related sourcing support services.
2.2 The specific scope, deliverable, price and turnaround for each engagement are set out in a written quotation. Anything not listed in that quotation is out of scope.
2.3 Deliverables are provided in the format stated in the quotation.
2.4 Unless an on-site audit has been purchased, our verification is limited to documents, public records, published information and remote communication. We do not warrant that a supplier will perform as represented.
3.1 All fees are quoted in US dollars unless stated otherwise.
3.2 Standard payment schedule:
3.3 Factory audits require full payment of the service fee plus a travel advance before scheduling.
3.4 Invoices are issued by our Hong Kong entity and are payable by card, international bank transfer or Wise.
3.5 Amounts unpaid more than 14 days after the due date may attract interest at 1% per month, and we may suspend work on any active engagement.
3.6 Bank charges, currency conversion costs and payment processor fees are your responsibility where charged separately.
4.1 You will provide accurate and complete specifications, quantities, certification requirements, destination details and any other information we reasonably request.
4.2 You confirm you are authorised to share any information, drawings, specifications or third-party material you send us.
4.3 You will respond to clarification requests within a reasonable time. Where a delay on your side extends a project, we may adjust the delivery date accordingly.
4.4 You will not ask us to contact your existing suppliers, disclose your identity to suppliers, or make commitments on your behalf, unless you instruct us in writing.
5.1 One round of revisions is included in each engagement, requested within 7 days of delivery.
5.2 A revision means correcting errors or adjusting within the original scope. It does not include adding suppliers, changing the product specification, extending the category, or re-running research on a different brief.
5.3 Further revisions or scope changes are quoted separately.
6.1 We offer two forms of factory visit.
6.2 An Undisclosed Visit means your identity is not disclosed. It does not mean we adopt a false identity, a fabricated company name, or a false commercial purpose. We will decline any instruction to do so.
6.3 Visit fees cover our time on site and the report. Where one trip covers several factories in the same city or industrial cluster, the first factory is charged at the standard rate and each additional factory at the reduced additional-factory rate. A factory that requires its own trip is charged at the standard rate. Travel costs are additional and are charged once per trip.
6.4 Travel is prepaid by you as an advance and reconciled against receipts. Any unused balance is refunded; any shortfall is invoiced. Standard travel is by high-speed rail. If you require air travel to meet a deadline, the airfare difference is charged separately and must be approved by you in writing before booking.
6.5 Visit dates are subject to vendor availability and site access. Where a vendor cancels or denies access after travel has been booked, travel costs already incurred remain payable.
6.6 Our report reflects conditions observed on the day of the visit. It is a point-in-time observation and not a continuing guarantee of vendor conduct. A vendor running other customers' work on the day of an undisclosed visit is not evidence of any defect.
6.7 Sampling. Where you engage us for sample handling, we will request samples from the vendors you nominate, receive them, check them against the specification you provide, document each sample with photographs and measurements, and consolidate the shipment to you.
6.8 We do not pay sample fees, tooling costs, deposits or production payments to any vendor on your behalf. Sample costs, vendor shipping charges and onward courier costs are payable by you. We may advance courier charges only where you have funded them in advance.
6.9 Samples remain your property. Title and risk pass to you when the consolidated shipment leaves our premises. Import duties, taxes and any customs clearance costs in your jurisdiction are your responsibility. You are responsible for confirming that each product may lawfully be imported into your jurisdiction.
6.10 We document what we receive. We do not warrant that a sample matches any bulk production, that a sample is safe for its intended use, or that a vendor will produce to the same standard in volume.
6.11 Restricted goods. We may decline to handle samples that we cannot lawfully or safely ship, including hazardous materials, certain lithium batteries, and goods subject to export controls.
7.1 We deliver research, verification and documentation. We do not guarantee order placement, supplier performance, product quality, certification outcomes, cost savings, or any commercial result.
7.2 Any cost or price comparison we provide is an estimate based on information available at the time. It is not a quotation and is not binding on any supplier.
7.3 Commercial decisions, supplier selection and contractual commitments remain entirely yours.
8.1 Every supplier we research undergoes sanctions and restricted-party screening as part of our standard process.
8.2 We will not knowingly source from sanctioned entities, and we will not assist with circumventing trade controls, tariff measures or rules of origin.
8.3 We are not a law firm, customs broker, certification body or licensed compliance adviser. We do not provide legal, customs or regulatory advice. You are responsible for confirming that your imports comply with the laws of your jurisdiction.
8.4 Where we identify a compliance risk, we will report it as a finding. This does not transfer responsibility for your compliance obligations to us.
9.1 We will keep your commercial information confidential and use it only to deliver the engagement.
9.2 We work with publicly available information and information you provide. We do not resell purchased trade databases.
9.3 We will not contact your existing suppliers, or disclose your identity to any supplier, without your written instruction.
9.4 Where personal data is involved, we handle it in accordance with applicable Hong Kong data protection law. You are responsible for ensuring you have a lawful basis to share any personal data you send us.
10.1 On full payment, you receive a perpetual, non-exclusive licence to use the deliverables for your own internal business purposes.
10.2 You may not resell, redistribute or publish the deliverables as a commercial product, or present them as your own research service, without our written consent.
10.3 We may retain a copy of deliverables for internal record-keeping and quality purposes.
11.1 Before work begins: full refund of the deposit, less any payment processor fees already incurred.
11.2 After work begins: the deposit is non-refundable, because research time has already been committed. Any unearned portion may be credited at our discretion.
11.3 After delivery: no refund, except where the shortlist contains no candidates meeting the agreed specification. In that case, we will either run a second research pass at no cost, or refund the deposit at your election.
11.4 Where a supplier shortlist is delivered but no supplier meets your commercial requirements on price or terms, that is not a defect. Our obligation is to meet the agreed research specification.
12.1 Our total liability arising from any engagement is limited to the total fees paid by you for that engagement.
12.2 We are not liable for indirect, incidental or consequential losses, including lost profits, lost orders, production delays, or losses arising from your dealings with any supplier we identify.
12.3 Nothing in these terms excludes liability that cannot be excluded under Hong Kong law.
13.1 These terms are governed by the laws of the Hong Kong Special Administrative Region.
13.2 The parties will attempt to resolve any dispute by good-faith discussion within 30 days of written notice.
13.3 Failing resolution, the dispute is subject to the exclusive jurisdiction of the courts of Hong Kong.
14.1 Payment of a deposit constitutes acceptance of these terms and of the applicable quotation.
14.2 These terms may be updated for future engagements. The version in force at the time of your quotation applies to that engagement.