B2B Commercial Terms of Service

1.1. Commercial Entity: These Commercial Terms of Service (“Terms”) establish the contractual relationship between Dikapabed (hereinafter referred to as “the Manufacturer”, “Company”, “we”, “us”) and any qualified corporate buyer, distributor, importer, e-commerce enterprise, or retail brand (hereinafter referred to as “the Client”, “Buyer”) entering into transactions for bed frames, mattresses, and related furniture components.

1.2. B2B Exclusivity: Dikapabed operates strictly on an international Business-to-Business (B2B) export basis. We do not engage in direct-to-consumer (B2C) sales. Acceptance of a Proforma Invoice (PI) or purchase order affirms that the Client is purchasing for commercial distribution, professional retail, contract projects, or brand resale.

1.3. Precedence of Terms: In the event of any discrepancies between these Terms and general customer purchase conditions, these Terms, alongside specific mutually executed sales contracts or confirmed Proforma Invoices, shall prevail unless explicitly consented to in writing by an authorized representative of Dikapabed.

Dikapabed manufactures and ships two core product lines with equal manufacturing capacity and quality rigor: Bed Frames (Upholstered, Gas-Lift Ottoman, Storage, Metal, Bunk, Daybeds) and Mattresses (Pocket Spring, Bonnell Spring, Foam, Hybrid, Memory Foam, Latex, Roll-Packed in a box).

*Note: Metal structure core manufacturing (cutting, precision welding, anti-corrosion powder coating, assembly pre-fitting, and packaging) is performed internally under strict quality protocols. Standard external parts (e.g., standard gas pistons, injection-molded plastic connectors) are sourced from ISO-certified tier-1 suppliers.

3.1. Quotation Basis: Standard commercial quotations are quoted in US Dollars (USD) on a Free On Board (FOB) designated Chinese Port basis unless expressly agreed otherwise (e.g., EXW or CIF). Quotations include unit cost, 20GP/40GP/40HQ loading quantities, packing specifications, minimum order threshold, and indicative lead times.

3.2. Price Validity: Due to global market volatility in steel, raw foam polyols, timber, upholstery fabrics, and maritime container surcharges, standard quotations remain valid for thirty (30) calendar days from the date of issue.

3.3. Formal Order Formation: A purchase order is officially finalized and production slots reserved exclusively when:

• The Client confirms and signs the formal Proforma Invoice (PI) detailing all specifications (Model ID, Dimensions, Fabric Swatch Code, Foam Density, Slats/Base Type, Packaging Method, and Shipping Marks);
• The required contractual down payment (Deposit) is fully credited to Dikapabed’s designated bank account;
• The Final Order Confirmation (FOC) sheet is mutually signed, freezing all BOM (Bill of Materials) parameters.

4.1. Standard Payment Terms: Unless alternative credit terms have been executed in writing for strategic enterprise accounts, standard terms require:

4.2. Release of Title & Documents: All goods, physical titles, and legal rights of cargo ownership remain strictly with Dikapabed until full settlement of all outstanding invoices. The Original Bill of Lading (Original B/L) or Electronic Telex Release (Surrendered B/L) shall be released only after receipt and verification of 100% balance payments.

4.3. Extended Credit Terms (Key Accounts): Specific credit lines (e.g., OA 60/90 days or L/C at sight) are restricted exclusively to strategic high-volume partners subject to prior credit insurance evaluation (Sinosure) and separate bilateral agreement.

5.1. Full Container Load (FCL): Our standard operational framework is optimized for 20GP, 40GP, and 40HQ ocean freight shipping containers. High-cube containers (40HQ) represent our most frequent and cost-optimized export delivery format.

5.2. Mixed Container Flexibility: To support client inventory turns and mitigate stock risks, we facilitate mixed-container shipments across:

• Multiple bed frame models, sizes, and fabric finishes within a single 40HQ container;
• Hybrid combinations combining Bed Frames and Roll-Packed Mattresses in one consolidated shipment;
• Each individual SKU / color variation must satisfy the agreed minimum sub-batch production threshold.

5.3. Sample Orders: Sample production is reserved for new product development, complex OEM drawings, or prospective high-volume programs. Sample charges, tool development, and related air/LCL freight costs shall be mutually evaluated on a project basis. Sample fees may be credited against future FCL orders subject to prior arrangement.

6.1. Standard Lead Time Benchmarks:

• Standard Catalog & Repeat Orders: Typically thirty (30) calendar days from receipt of deposit and Final Order Confirmation.
• Customized / OEM / New Fabric Tooling Orders: Typically forty-five (45) calendar days to accommodate custom structural validation, fire-retardant fabric treatment, or specialized packaging tooling.

6.2. Lead Time Calculation: Production countdown begins on the official working day following receipt of the contractual deposit and complete technical sign-off.

6.3. Proactive Schedule Governance: Dikapabed maintains active milestone reporting throughout raw material acquisition, frame fabrication, upholstery, assembly pre-fitting, and packaging. In the event of unforeseen supply disruptions or production delays, Dikapabed shall notify the Client proactively, outline remedial pathways, and maintain transparent logistics coordination.

7.1. Incoterms 2020: Shipments are governed by ICC Incoterms 2020 FOB Port of Departure (e.g., Tianjin, Qingdao, Ningbo, or Shenzhen as stipulated in the PI). The Client is responsible for nominating a licensed freight forwarder, booking vessel space, securing marine transit insurance, and managing import customs clearance.

7.2. E-Commerce & Retail Packaging Standards:

• Metal Bed Frames: Engineered for optimized Knock-Down (KD) 1-box packaging to maximize loading efficiency and simplify courier delivery.
• Upholstered & Storage Beds: Packed in 2-box (standard) or 3-box configurations utilizing reinforced 5-layer / mail-order drop-tested corrugated export cartons, edge protectors, and internal foam buffering.
• Mattresses: 1 unit per box, vacuum compressed and roll-packed in high-tensile poly-sleeve cartons for minimal freight volume and parcel carrier compliance.

7.3. OEM Custom Branding & Shipping Marks: Carton graphics, customer logos, multilingual assembly instruction manuals, barcoding, and shipping marks will be executed according to client-approved artwork provided during the order confirmation phase.

8.1. In-House Factory QC: Prior to packaging and container loading, all production runs undergo systematic quality control inspections covering:

8.2. Client & Third-Party Inspection: The Client is entitled to deploy internal quality inspectors or contract certified third-party inspection agencies (e.g., SGS, TÜV, Intertek) prior to container stuffing. Dikapabed shall provide reasonable factory floor access and cooperation upon receiving 72-hour advance notice.

8.3. Commercial Tolerances: Hand-upholstered furniture and memory foam layers are subject to customary industry tolerances of up to ±10mm in external dimensions and minor color shade variations (±5% Delta E) between distinct fabric dye lots.

9.1. Limited B2B Warranty: Dikapabed warrants that delivered goods are free from manufacturing defects in workmanship and materials for a period of one (1) to two (2) years (depending on model tier and contractual agreement) from the Bill of Lading date under normal intended commercial or domestic use.

9.2. Claim Reporting Window:

• Transit Damages & Carton Shortages: Must be reported within thirty (30) calendar days from container unsealing at the destination warehouse.
• Internal Manufacturing Defects: Must be documented and reported within the active warranty window accompanied by photos, video clips showing the defect, batch tracking numbers, and defect quantity logs.

9.3. Remediation Framework: Upon verification of legitimate manufacturing non-conformities, Dikapabed shall resolve issues via one of the following agreed pathways:

• Dispatching replacement components, hardware sets, or fabrics free of charge in the Client’s subsequent container shipment;
• Express courier delivery of critical hardware or spare parts for urgent consumer fulfillment needs;
• Issuing a mutual Credit Note or direct invoice deduction corresponding to verified defective units.

*Warranty Exclusions: This warranty does not cover damages arising from rough port unloading, maritime water ingress, prolonged damp warehousing, unauthorized structural modification, misuse, or end-consumer commercial abuse.

10.1. Market-Specific Regulations: The Client is responsible for specifying all mandatory destination market statutory standards during initial inquiry and quotation phases. Dikapabed maintains tested production capabilities meeting the following major regulatory benchmarks:

10.2. Testing & Certification Costs: Certified laboratory testing (e.g., SGS, SATRA, Intertek) requested for bespoke fabrics or new customer-specific OEM assemblies shall be scheduled transparently with costs allocated according to project volume terms.

11.1. Client Proprietary Designs (OEM/ODM): All custom CAD drawings, proprietary molds, registered aesthetic designs, and private brand assets provided by the Client remain the exclusive intellectual property of the Client. Dikapabed commits not to disclose, duplicate, or offer proprietary OEM models to unauthorized third parties in the Client’s core territory.

11.2. Manufacturer Standard Catalog: All engineering designs, assembly patterns, catalog imagery, and structural patents for Dikapabed’s proprietary standard and configurable lines remain the property of Dikapabed. Authorized partners are granted a revocable, non-exclusive commercial license to utilize marketing assets solely for retailing Dikapabed-supplied inventory.

12.1. Force Majeure: Neither party shall be deemed liable for failure or delay in fulfilling production or delivery commitments if such delay is caused by events beyond reasonable control, including natural catastrophes, extreme typhoons, severe port strikes, government lockdowns, national power rationing, armed conflicts, or major epidemics.

12.2. Liability Limitation: To the maximum extent permitted by applicable commercial law, Dikapabed’s aggregate liability for any direct claims, warranty actions, or contractual disputes shall not exceed the actual invoice value of the affected consignment. In no event shall either party be liable for indirect, speculative, consequential, or lost retail opportunity damages.

13.1. Amicable Consultation: In the event of any commercial disagreement, quality dispute, or interpretation conflict regarding these Terms, both parties agree to initiate direct executive discussions between authorized commercial leaders in good faith.

13.2. Arbitration: If a dispute cannot be resolved amicably within forty-five (45) calendar days, it shall be submitted for final resolution to the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its established arbitration rules in force at the time of filing. The arbitration proceedings shall be conducted in English, and the arbitral award shall be final, binding, and enforceable in any court of competent international jurisdiction.