Terms and Conditions

1. Operator, scope and contracting party

XPartsLab is operated by Yuxin Digital Intelligence Technology (Shenzhen) Co., Ltd. ("XPartsLab," "we," "us" or "our"), Room 302, Building 4, Jinyuda Industrial Park, No. 68 Guangshen Road (Shajing Section), Bao'an District, Shenzhen, Guangdong, China.

XPartsLab provides online quotation, manufacturing coordination and transaction-support services. The contracting party for a particular order is the entity identified in the applicable quotation, order confirmation, contract, invoice or payment instruction. A qualified manufacturing partner may be identified as the supplier and may contract with you directly. If an order document conflicts with these Terms, the order document controls for that order.

By using the website, opening an account, requesting a quote or placing an order, you accept these Terms. If you act for an organization, you represent that you have authority to bind it. Mandatory rights that cannot lawfully be waived or limited remain unaffected.

2. Eligibility, accounts and electronic communications

You must be at least 18 years old and legally capable of entering into a binding contract. The services are not directed to children.

You must provide accurate, current information; protect account credentials; restrict access to your account; and notify us promptly of suspected unauthorized use. You are responsible for activity performed through your account unless caused by our breach of applicable law.

You consent to receive quotes, order notices, invoices, policy notices and other transaction communications electronically. Marketing communications are optional, and you may unsubscribe at any time.

Consumers

You are a consumer if you purchase mainly for personal, family or household use rather than for a trade or business. Consumer orders are accepted only where we or the identified supplier can lawfully supply the destination. Before ordering, review the supplier identity, specifications, total price, delivery arrangements and cancellation information in the applicable quote and order documents, and contact us if anything is unclear.

Nothing in these Terms excludes or restricts mandatory consumer rights, statutory guarantees or remedies. A statutory withdrawal right may not apply to goods made to your specifications or clearly personalized, and other exceptions may apply to services already begun at your express request. Where a mandatory withdrawal right does apply, the applicable statutory period, notice method, return costs and refund rules prevail over inconsistent provisions in these Terms.

3. Quotes, orders and contract formation

Website estimates and automated quotes are invitations to order, not binding offers. Unless stated otherwise, a quote is based on the drawings, models, quantities, materials, finishes, tolerances, delivery information and other requirements submitted at that time. Quotes may be corrected or withdrawn before acceptance if they contain an obvious error, omit a material requirement or become impracticable because of supply, compliance or technical constraints.

Your order is an offer to purchase. A contract is formed only when the identified supplier issues written order acceptance, begins authorized performance, or otherwise confirms acceptance in writing. An automated receipt does not by itself constitute acceptance. We may request technical clarification, identity or payment verification, export-control information, or a revised quote before accepting an order.

Purchase-order terms or other customer terms do not apply unless expressly accepted by an authorized representative in writing.

4. Customer specifications and design files

You are responsible for ensuring that submitted files and specifications are complete, accurate, internally consistent and suitable for the intended application. You must identify all critical dimensions, tolerances, materials, finishes, certifications, regulatory requirements, inspection methods and special handling requirements before order acceptance.

Design-for-manufacturability feedback is advisory and does not transfer design responsibility to us or the supplier. Unless expressly agreed in writing, we do not independently validate engineering calculations, product safety, regulatory classification, intellectual-property clearance or fitness for a particular use.

You represent that you own or have all rights needed to submit the files and authorize their use to quote, manufacture, inspect, package and deliver the requested goods. Do not upload malware, unlawful content, controlled technical data without required authorization, or information you are not permitted to disclose.

5. Manufacturing standards and changes

Goods will be manufactured to the accepted order documents and the stated process capability. Industry-standard tolerances apply where a dimension or characteristic is not expressly specified. Material certificates, inspection reports, first-article inspection, traceability, special packaging and regulatory documentation are supplied only when included in the accepted order.

Non-material production changes may be made where reasonably necessary to manufacture the goods without reducing agreed form, fit or function. Any material deviation requires your approval. Color, texture, grain, cosmetic appearance and measurement results may vary within the agreed specification and normal process capability.

6. Prices, taxes and payment

Prices are in the currency shown in the quote and exclude taxes, duties, brokerage, bank charges, insurance and shipping unless expressly included. You are responsible for applicable transaction taxes and import charges, except taxes imposed on our net income. If withholding is legally required, you must provide valid documentation and, where the order permits, gross up the payment so the supplier receives the invoiced amount.

Payment is due according to the accepted order. We may pause work or delivery for overdue amounts, failed verification or a material deterioration in creditworthiness. Interest and collection costs apply only where stated in the accepted order or authorized by applicable law. Mandatory consumer protections remain unaffected.

Payment processors handle payment credentials under their own terms. We do not require or intend to store complete card data on this website.

7. Order changes and cancellation

Change or cancellation requests must be submitted promptly in writing and are effective only when accepted in writing. Because custom goods are made to your specifications, an order generally cannot be changed or cancelled after material procurement or production begins without charge.

You must pay completed work, committed materials, non-cancellable supplier costs, engineering and setup costs, disposal or return costs, and other reasonable costs caused by an approved change or cancellation. Lead times and prices may be revised. Mandatory cancellation rights, if any, remain unaffected.

8. Delivery, risk, title and trade compliance

Delivery dates are good-faith estimates unless expressly guaranteed in the accepted order. Partial delivery is permitted where commercially reasonable. Risk of loss and delivery obligations follow the Incoterm and named place stated in the order; if none is stated, risk passes when the goods are delivered to the first carrier. Title passes only after full payment, to the extent permitted by applicable law.

You are responsible for accurate consignee and customs information, import permits, destination-country compliance, duties and taxes unless the accepted order expressly states otherwise. You must not use, export, re-export or transfer goods, software or technical data in violation of applicable sanctions, export-control, customs or anti-boycott laws of the United States, European Union, United Kingdom, China or other relevant jurisdiction.

Delay caused by customs review, carrier action, missing customer information or regulatory screening is not a supplier default.

9. Inspection, acceptance and nonconforming goods

Inspect goods promptly after delivery. Report visible shipping damage to the carrier at delivery and notify us in writing of any claimed nonconformity within the period stated in the order. If a business order states no period, notify us within a reasonable time after discovery. Consumer statutory guarantee and notification periods are not reduced by this provision. The notice must identify the order, affected quantity and specification at issue and include reasonable supporting evidence.

Do not return goods without written authorization. We or the supplier may inspect the goods and require return of a reasonable sample. For a verified nonconformity, the supplier may, at its option and as the customer's exclusive contractual remedy, repair, rework or replace the affected goods, or refund the price paid for them. This does not limit remedies that cannot be excluded under applicable law.

Remedies do not apply to normal process variation within specification, customer design errors, undisclosed requirements, misuse, improper storage, unauthorized modification, ordinary wear, or damage after risk has passed.

10. Confidentiality and intellectual property

Each party must protect the other's non-public technical, commercial and business information with reasonable care and use it only for the transaction. Confidentiality does not cover information lawfully known without restriction, independently developed, lawfully received from another source, or publicly available without breach. Required legal disclosure is permitted after notice where lawful.

You retain ownership of your pre-existing designs and files. You grant us, the identified supplier and necessary service providers a limited, non-exclusive right to use them solely to evaluate, quote, manufacture, inspect, deliver and support your order. We retain ownership of the website, software, quotation tools, process know-how and pre-existing materials. Ownership and storage of customer-specific tooling, fixtures or manufacturing aids is governed by the accepted order.

11. Acceptable use and customer obligations

You must not:

• use the services for fraud, unlawful surveillance, prohibited weapons, sanctioned transactions or any other illegal purpose;
• infringe intellectual-property, privacy, publicity, confidentiality or other rights;
• bypass security, interfere with the website, introduce malicious code, scrape at unreasonable volume or attempt unauthorized access;
• misrepresent identity, authority, intended use, end user, destination or regulatory status; or
• ask us or a supplier to conceal origin, value, classification or other information required by law.

You are responsible for evaluating whether custom goods are safe and suitable for your application, especially for aerospace, automotive, medical, consumer-safety or other regulated uses. No good is certified for a regulated application unless the accepted order expressly identifies the applicable certification and responsible supplier.

12. Third-party manufacturers and service providers

We may use qualified manufacturers, logistics providers, payment providers, cloud providers and other subcontractors to perform an order. Where a transaction document identifies a third party as the supplier, that party is responsible for its manufacturing obligations, warranties and remedies. XPartsLab remains responsible for obligations it expressly undertakes and for liabilities that applicable law does not permit it to exclude.

Links to independent websites and third-party services are provided for convenience; their terms and privacy practices apply separately.

13. Warranties and disclaimers

The supplier warrants that, at delivery, goods will materially conform to the accepted specifications and will be free from material defects in workmanship. The remedy in Section 9 applies to a breach of this warranty.

For business customers and to the maximum extent permitted by law, all other warranties and conditions are excluded, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. We do not warrant uninterrupted website availability, that an automated quote will remain available, or that customer-designed goods will achieve a particular result. Nothing in these Terms excludes a warranty or right that cannot legally be excluded.

14. Limitation of liability

For business customers and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary or consequential loss; loss of profit, revenue, business, opportunity, goodwill or anticipated savings; or loss or corruption of data, even if advised that such loss was possible.

For business customers and to the maximum extent permitted by law, the aggregate liability of XPartsLab and the applicable supplier arising from an order will not exceed the amount paid or payable for the affected goods or services under that order. This cap does not apply to fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or intellectual-property obligations, payment obligations, or any liability that cannot lawfully be limited.

15. Indemnification

If you act for a business and to the extent permitted by law, you will defend and indemnify XPartsLab, the applicable supplier and their personnel against third-party claims and reasonable costs arising from your designs or instructions infringing third-party rights, your unlawful or unsafe intended use, your breach of trade-control obligations, or your material breach of Section 11. This obligation does not apply to the extent a claim was caused by our unauthorized modification or separate misconduct.

16. Suspension, termination and force majeure

We may suspend access or performance for overdue payment, security risk, suspected fraud, sanctions concerns, unlawful activity or a material breach. Either party may terminate an uncompleted order for an uncured material breach after reasonable written notice, or immediately for insolvency where permitted by law. Accrued payment, confidentiality, intellectual-property, liability, dispute and other provisions intended to survive will continue.

No party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, government action, sanctions, labor disruption, carrier interruption, cyberattack, utility failure or material shortage. The affected party will use reasonable efforts to mitigate and resume performance. Either party may cancel the affected unperformed portion after the extended period stated in the accepted order or, if none is stated, after a reasonable period, subject to mandatory law and payment for work properly performed and committed costs that cannot reasonably be avoided.

17. Website content and availability

Website content is general information and may be changed without notice. Product images and examples are illustrative. You may use the website only for lawful purposes and may not copy, reverse engineer or commercially exploit it except as permitted by law or written authorization. We may maintain, modify or discontinue website features without guaranteeing uninterrupted availability.

18. Governing law and disputes

Before filing a claim, the parties will attempt in good faith to resolve the dispute through written notice and business discussions. For business customers, unless the accepted order specifies another law or forum, these Terms and related disputes are governed by the laws of the People's Republic of China, excluding conflict-of-law rules, and the competent courts where the operator is located in Shenzhen have exclusive jurisdiction.

For business customers, the United Nations Convention on Contracts for the International Sale of Goods does not apply. Consumers retain the protection of mandatory law applicable in their place of residence and access to any court or dispute mechanism that cannot lawfully be waived. Nothing in this section deprives any customer of mandatory protections or access to a forum that applicable law does not permit the parties to waive.

19. General terms and contact

We may update these Terms prospectively by posting a revised effective date. Material changes do not retroactively alter an accepted order unless agreed or required by law. You may not assign an order without written consent; we may assign it as part of a merger, reorganization, sale of business or transfer to an affiliate or identified supplier, subject to applicable law.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. These Terms and the accepted order are the entire agreement on their subject matter. English is the controlling language for transactions through xpartslab.com unless the accepted order states otherwise.

Questions or legal notices may be sent to:

XPartsLab / Yuxin Digital Intelligence Technology (Shenzhen) Co., Ltd.

Room 302, Building 4, Jinyuda Industrial Park, No. 68 Guangshen Road (Shajing Section), Bao'an District, Shenzhen, Guangdong, China

Email: info@xpartslab.com