These Terms & Conditions ("T&Cs") set out the terms on which BitLeap (HK) Trading Co., Limited, a company established in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"), provides its beauty manufacturing and cross-border fulfillment services ("Services") through the website at https://bitleap.hk (the "Website"). These T&Cs apply to all customers and prospective customers who are business entities (each, a "Customer" or "you"). By engaging our Services or placing an order through the Website, you agree to be bound by these T&Cs.
1. Definitions and Interpretation
"Agreement" means these T&Cs together with any quotation, purchase order, or written statement of work accepted by BitLeap (HK) Trading Co., Limited;
"Order" means any written request by a Customer for Services or products, which shall be deemed an offer to purchase subject to acceptance by BitLeap (HK) Trading Co., Limited;
"Products" means any cosmetic, personal-care, or packaging products manufactured or supplied by or on behalf of BitLeap (HK) Trading Co., Limited;
"Services" means the product development, formulation, packaging design, manufacturing, quality control, compliance, warehousing, and cross-border fulfillment services described on the Website.
2. Orders and Acceptance
All Orders are subject to acceptance by BitLeap (HK) Trading Co., Limited. An Order is deemed accepted only upon our written confirmation (including confirmation of price, quantities, and specifications).
Any quotation given by BitLeap (HK) Trading Co., Limited is valid for the period stated in the quotation, or thirty (30) days if no period is stated, and may be withdrawn or revised at any time before acceptance.
Minimum order quantities ("MOQs") and sample requirements, where applicable, will be communicated to the Customer in writing before production commences.
3. Pricing and Payment
All prices are quoted in the currency specified on the quotation and are exclusive of applicable taxes, duties, and shipping charges unless stated otherwise.
Payment terms, including any deposits and milestone payments, will be set out in the relevant quotation or Order. Where applicable, a non-refundable deposit may be required prior to the commencement of production.
Failure by the Customer to pay any amount when due may, without limiting our other rights, result in the suspension or cancellation of the relevant Order and may entitle BitLeap (HK) Trading Co., Limited to charge interest on overdue amounts at the applicable statutory rate.
4. Product Development and Samples
Product formulations and packaging designs developed for a Customer are developed based on the Customer's specifications and market requirements. BitLeap (HK) Trading Co., Limited does not warrant the commercial success or market acceptance of any developed product.
Sample products are provided for evaluation purposes only and may not reflect the final production run exactly. Approval of samples by the Customer is a precondition to full-scale production.
Unless otherwise agreed in writing, all proprietary formulas, formulations, and trade secrets owned by BitLeap (HK) Trading Co., Limited before or independently of the engagement shall remain our exclusive property.
4A. Customization and OEM Services
4A.1 Scope. Customization services include the development or adaptation of formulas, packaging structures and visual designs for you (the "Customization Services").
4A.2 MOQ and Pricing. The minimum order quantity and price of each product shall be as stated in the quotation; tiered pricing takes effect upon written confirmation.
4A.3 Sampling. Sampling fees and lead times shall be as stated in the quotation; unless otherwise agreed in writing, sampling fees may, as agreed, be credited against a production order upon its fulfilment.
4A.4 Intellectual Property. Formulas, packaging structures and designs developed by us for your customization project shall, unless otherwise agreed in writing, be our intellectual property. Your trademarks, brand assets and proprietary designs remain yours, and you grant us a limited license to use them solely to fulfil your order. The parties shall keep confidential any confidential information exchanged during the project.
4A.5 No Returns on Custom Orders. Custom products manufactured to your specification shall not be returnable, exchangeable or cancellable once production has commenced, except for quality issues or material non-conformance with the specification approved by you.
5. Quality and Compliance
BitLeap (HK) Trading Co., Limited will use reasonable commercial efforts to manufacture Products in accordance with the agreed specifications and applicable quality standards.
Compliance with the regulatory requirements of the Customer's target markets (including customs, labeling, and product safety requirements) is the responsibility of the Customer, notwithstanding any information or assistance provided by BitLeap (HK) Trading Co., Limited.
Batch traceability and quality inspection records will be maintained by BitLeap (HK) Trading Co., Limited and made available to the Customer upon reasonable request.
6. Delivery and Fulfillment
Delivery dates are estimates only and are not guaranteed. BitLeap (HK) Trading Co., Limited will use reasonable efforts to meet agreed delivery schedules but shall not be liable for any delay caused by circumstances beyond its reasonable control.
Risk in the Products shall pass to the Customer in accordance with the applicable shipping terms (e.g., Incoterms) specified in the Order.
7. Warranties and Liability
BitLeap (HK) Trading Co., Limited warrants that the Products will conform, at the time of delivery, to the agreed specifications. To the fullest extent permitted by law, this warranty is in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
BitLeap (HK) Trading Co., Limited's total aggregate liability arising out of or in connection with any Order shall not exceed the amount paid by the Customer for that Order.
In no event shall BitLeap (HK) Trading Co., Limited be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profit, revenue, or goodwill, arising out of or in connection with any Order.
7A. Limitation of Liability
To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special or consequential damages, or for any loss of profits, revenue, data or goodwill, arising out of or in connection with this Agreement or the related services, whether or not foreseeable. Our aggregate liability for any claim arising out of or in connection with a single order shall not exceed the amount paid by you for that order. Nothing in this clause excludes or limits any liability that may not be excluded or limited by law.
8. Intellectual Property
Each party retains all intellectual property rights in any materials it owned or created independently of the engagement.
To the extent new intellectual property is created in the course of product development and paid for by the Customer, ownership shall be as agreed in the relevant written agreement. In the absence of such agreement, ownership remains with the party creating it.
9. Confidentiality
Each party agrees to keep confidential and not to disclose to any third party any confidential information of the other party, including business plans, product specifications, formulations, and commercial terms, except as required by law or with the prior written consent of the disclosing party.
10. Governing Law and Jurisdiction
These T&Cs and any non-contractual obligations arising from them shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong").
The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the resolution of any dispute arising out of or in connection with these T&Cs or any Agreement.
10A. Dispute Resolution (Arbitration)
Any Dispute arising under these Terms shall first be resolved through good-faith negotiation; if not resolved within thirty (30) days, either party may refer the Dispute to arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its then-current rules, with the seat of arbitration in Hong Kong. See the dispute resolution clause of the Terms of Use.
11. General
No single or partial exercise by either party of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision of these T&Cs is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
These T&Cs and the terms of any written Agreement represent the entire agreement between the parties and supersede all prior discussions and agreements.
12. Contact Us
Questions about these T&Cs should be directed to:
BitLeap (HK) Trading Co., Limited
Website: https://bitleap.hk
Email: service@bitleap.hk
Address: UNIT 1021, BEVERLEY COMMERCIAL CENTRE, 87-105 CHATHAM ROAD SOUTH, TSIM SHA TSUI HK