Terms of Service

"SYTOP" / "Supplier"

Shenyang TOP New Material Co., Ltd., a manufacturer of custom cobalt-based alloy components located at No. 35, Xingnong Road, Shenbei New District, Shenyang, China.

"Client" / "Buyer"

The company, organization, or individual that places an order or enters into a supply agreement with SYTOP for the procurement of custom-manufactured components.

"Order"

A confirmed purchase order, contract, or written agreement specifying the product, quantity, specifications, price, and delivery terms.

"Specifications"

Technical drawings, material standards, dimensional tolerances, surface finish requirements, and any other technical parameters provided by the Client or agreed upon in writing.

"Products"

Custom cobalt-based alloy components and related materials manufactured by SYTOP pursuant to an Order, including but not limited to valve components, wear parts, tooling components, and sealing system parts.

3.1 Client Responsibility. The Client is solely responsible for the accuracy, completeness, and suitability of all technical drawings, specifications, samples, and application requirements provided to SYTOP. SYTOP manufactures Products strictly in accordance with the information supplied by the Client.

3.2 Application Suitability. SYTOP provides manufacturing services based on Client-defined specifications. The Client is responsible for determining that the specified materials, dimensions, and tolerances are appropriate for the intended application and operating conditions. SYTOP does not warrant the fitness of Products for any particular application unless expressly agreed in writing.

3.3 Material Standards. Products and materials comply with UNS, ASTM, AWS, and GB standards, as well as customer-specific requirements where agreed in writing. Welding materials comply with AWS A5.21 and AWS A5.13 specifications unless otherwise specified.

3.4 Specification Changes. Any changes to agreed specifications after Order confirmation must be submitted in writing. SYTOP will assess the impact on production, cost, and delivery and provide a revised quotation if necessary. Production will not proceed on revised specifications until written agreement is reached.

3.5 Reverse Engineering. Where production is based on samples or reverse engineering, the Client warrants that such activity does not infringe any third-party intellectual property rights. SYTOP accepts no liability for any claims arising from the Client's provision of samples or reference parts.

3.6 Tolerances. Unless otherwise specified, dimensional tolerances shall conform to applicable industry standards for the relevant manufacturing process. Specific tolerance requirements must be stated explicitly in the Client's drawings or specifications.

4.1 Pricing. All prices are stated in the quotation and are exclusive of applicable taxes, duties, freight, and insurance unless otherwise specified. Prices are based on the specifications, quantities, and delivery terms agreed at the time of quotation.

4.2 Price Adjustments. SYTOP reserves the right to adjust prices in the event of significant changes in raw material costs, energy costs, or currency exchange rates occurring after Order confirmation. Any such adjustment will be communicated to the Client in writing prior to implementation.

4.3 Payment Terms. Standard payment terms are thirty percent (30%) deposit upon Order confirmation, with the remaining balance due prior to shipment, unless otherwise agreed in writing. Payment terms for ongoing supply relationships may be negotiated separately.

4.4 Payment Methods. Accepted payment methods include bank wire transfer (T/T) and other methods as agreed in writing. All bank charges and transfer fees are the responsibility of the Client.

4.5 Late Payment. Overdue payments may be subject to interest at a rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. SYTOP reserves the right to suspend production or withhold shipment for overdue accounts.

4.6 Tooling & Setup Costs. Tooling, molds, fixtures, and setup costs, where applicable, will be itemized separately in the quotation. Such costs are non-refundable unless otherwise agreed in writing.

5.1 Lead Times. Estimated lead times are provided in the quotation and are calculated from the date of Order confirmation and receipt of the required deposit. Lead times are estimates and not guaranteed delivery dates unless expressly stated as firm commitments in writing.

5.2 Delivery Terms. Unless otherwise agreed, delivery terms are Ex Works (EXW) SYTOP's facility in Shenyang, China, per Incoterms 2020. Risk of loss and damage transfers to the Client upon handover to the carrier.

5.3 Shipping Arrangements. The Client is responsible for arranging freight, insurance, and customs clearance unless SYTOP has agreed in writing to provide such services. SYTOP will cooperate in providing necessary export documentation.

5.4 Partial Shipments. SYTOP may make partial shipments where agreed or where production is completed in stages. Each partial shipment may be invoiced separately.

5.5 Delays. SYTOP will notify the Client promptly of any anticipated delays. Delays caused by the Client's failure to provide complete specifications, approve samples, or make timely payments shall not constitute a breach by SYTOP and may extend the delivery schedule accordingly.

5.6 Force Majeure. SYTOP shall not be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, labor disputes, supply chain disruptions, or transportation failures. SYTOP will notify the Client of such events and resume performance as soon as reasonably practicable.

8.1 Client IP. All drawings, designs, specifications, and technical data provided by the Client remain the exclusive property of the Client. SYTOP will use such materials solely for the purpose of fulfilling the relevant Order and will not disclose them to third parties without the Client's written consent.

8.2 SYTOP IP. All manufacturing processes, know-how, tooling designs, and technical methods developed or used by SYTOP in the production of Products remain the exclusive property of SYTOP, regardless of whether they were developed specifically for a Client's Order.

8.3 Product Ownership. Upon full payment, ownership of the Products transfers to the Client. SYTOP retains no rights in the physical Products after transfer of title.

8.4 IP Warranties. The Client warrants that the use of any drawings, designs, or specifications provided to SYTOP does not infringe any third-party intellectual property rights. The Client shall indemnify SYTOP against any claims arising from such infringement.

8.5 Tooling Ownership. Tooling, molds, dies, and fixtures fabricated or procured by SYTOP for Buyer's custom components remain SYTOP's sole property unless otherwise agreed in writing.