Terms of Sale & Website Terms

These terms cover two subjects: your use of this website, and the sale of goods and services by Vemlora Limited. They are written for business customers. Please read them before you place an order, and contact us if anything needs to be varied for your project.

1. Website terms of use

By accessing this website you agree to use it in accordance with the following terms.

1.1 Accuracy of information

We take care to describe our products and services accurately, but the content of this website is provided for general information. Illustrations, photographs, drawings, screenshots and packaging images are for reference only and may not match the delivered configuration. Technical parameters, tolerances, materials, certifications, HS codes and lead times are indicative and are confirmed only in a written quotation, specification sheet or order confirmation. Product availability and prices change with market conditions and material costs.

1.2 Terms are not an offer

Commercial termss, MOQ levels and lead times shown on this website, in the ordering overview or in downloadable documents are B2B reference information in quoted per project exclusive of freight, insurance, duties and taxes. They do not constitute an offer capable of acceptance and do not create a binding contract. A contract is formed only when we issue a written order confirmation or when we begin production with your written instruction, whichever happens first.

1.3 Intellectual property

The text, layout, graphics, illustrations and code of this website belong to Vemlora Limited or are used with permission, and are protected by copyright and other intellectual property laws. You may view, download and print pages for the purpose of evaluating and purchasing our products. You may not republish, resell, mirror, scrape or systematically extract the content, use our name, logo or product images in your own marketing, or present our catalogue as your own, without our prior written consent. Product names and trademarks of third-party manufacturers remain the property of their respective owners and are used only to identify goods.

1.4 Acceptable use

You agree not to interfere with the operation or security of this website, not to attempt to access restricted areas or servers, not to submit false or misleading enquiry information, not to upload code, and not to use the site in breach of export control, sanctions or other applicable law. We may suspend access where we reasonably believe the site is being misused.

1.5 Limitation of liability for the website

This website is provided on an "as is" and "as available" basis. To the extent permitted by law we exclude liability for indirect or consequential loss, loss of profit, loss of business or loss of data arising from use of, or inability to use, this website, from reliance on its content, or from any interruption or error in transmission. Nothing in this section limits liability that cannot lawfully be limited, including liability for fraud or for death or personal injury caused by negligence.

1.6 Governing law of website use

Use of this website and these website terms are governed by the laws of the Hong Kong Special Administrative Region, and the courts of Hong Kong have jurisdiction, as further described in section 12.

2. Basis of sale

These terms apply to the supply of goods and services by Vemlora Limited unless we agree otherwise in writing. Where a customer's purchase order contains different terms, our written order confirmation prevails unless we have expressly accepted the customer's terms in writing.

2.1 Quotations and validity

• Quotations are prepared from the specification, drawings, quantity and delivery requirement supplied to us.
• Unless stated otherwise, a quotation is valid for 30 days from its date. After that period prices, MOQ and lead times must be reconfirmed, because component and material costs move quickly.
• A quotation is an invitation to place an order, not an offer to sell.

2.2 Order acceptance and confirmation

An order is accepted when we issue a written order confirmation, proforma invoice or acknowledgement by email. The order confirmation states the specification, quantity, unit basis, currency, Incoterm, lead time, payment terms and shipping method. Please check it carefully and tell us about any discrepancy within two business days; if we do not hear from you we will proceed on the terms stated. We may decline an order where the specification is incomplete, where the quantity falls below the stated MOQ, where the goods would breach export control or sanctions rules, or where credit terms have not been agreed.

2.3 Specification and sample approval

Production follows the approved specification. For customised, OEM or ODM items, a golden sample, pre-production sample or drawing approval is required before tooling or mass production starts, and the approved sample is the reference for inspection. Once a sample or drawing is approved in writing, it may not be changed without a written change order under section 7. Where the customer approves a sample that differs from the original specification, the approved sample governs.

2.4 Customer-supplied specifications and compliance responsibility

Where the customer supplies drawings, artwork, a bill of materials, branding, packaging design or a compliance requirement, the customer is responsible for its accuracy, completeness, legality and fitness for purpose, and for holding the rights needed to use it. The customer is responsible for confirming that the goods meet the regulatory requirements of the destination market, including product safety, labelling, energy efficiency, wireless approval and chemical restrictions. We will pass on the declarations and test reports we obtain from our suppliers, but unless we have agreed in writing to obtain a specific certification for a specific order, certification and market approval remain the customer's responsibility.

3. Price and payment

3.1 Currency

Terms are quoted in USD, EUR or CNY, as stated in the quotation. Payment must be made in the invoiced currency. Where a bank charges a conversion or handling fee, or where the amount received is reduced by intermediary bank charges, the shortfall is for the customer's account. Exchange-rate movements between quotation and payment may require a price review if the quotation states a rate validity period.

3.2 What a quotation includes

Unless the quotation states otherwise, terms are exclusive of freight, insurance, duties, taxes, levies and any local clearance charges. Our quotations normally state the applicable Incoterm so that responsibility is clear. Where duties or taxes are payable at destination, they are for the customer's account unless the specific quotation says we will bear them.

3.3 Quantity bands

Larger quantities are structured in bands so that you can plan call-off volumes. The applicable band and the terms that follow from it are stated in your written quotation; no terms are published on this website.

Discount tiers are indicative, apply per order unless an annual framework is agreed, and are confirmed in the written quotation. Tier levels are calculated on the ex-works value before freight and taxes.

3.4 Payment terms

Production or dispatch may be paused while a deposit, L/C or credit approval is outstanding, and any resulting delay does not entitle the customer to a claim. Where the customer fails to take delivery when goods are ready, storage and insurance costs are for the customer's account.

3.5 Late payment

Interest may be charged on overdue amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until payment is received. The customer is responsible for reasonable recovery costs, including bank charges and legal costs. We may suspend outstanding orders and withhold shipping documents until overdue amounts are settled, and where an L/C or documentary collection is used we may require payment before release of documents. Title in the goods is dealt with in section 4.5.

4. Delivery, lead time and Incoterms

4.1 Incoterms 2020

All deliveries are made on the terms of Incoterms 2020 as published by the International Chamber of Commerce. The applicable rule — for example EXW, FOB, CFR, CIF, DAP or DDP — and the named place or port are stated in the quotation and order confirmation. Where no rule is stated, the default is EXW Hong Kong. The customer is responsible for the obligations allocated to it under the applicable rule, including import clearance, licences and payment of duties where the rule so provides.

4.2 Lead time and dispatch dates

Lead times are counted from the later of order confirmation, receipt of the deposit or L/C, and written approval of the sample, drawing or specification. Lead times are estimates given in good faith and are not guaranteed delivery dates unless we expressly agree a fixed date in writing. Dispatch dates may move because of component availability, factory scheduling, holidays such as Chinese New Year, port congestion, carrier space shortages or other events outside our reasonable control.

4.3 Partial shipments and delivery in instalments

We may deliver in instalments where a mixed container, staged production or carrier space makes that practical, and each instalment is invoiced and paid for as if it were a separate delivery. Where an order is split, the customer is responsible for the additional documentation and freight cost only where it requested the split.

4.4 Force majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, epidemics, war, civil unrest, strikes, lockouts, government action, export or import restrictions, sanctions, customs delays, carrier failure, port closure, fire, flood, power shortages or the failure of a supplier or subcontractor for reasons outside our control. If such an event continues for more than 60 days, either party may cancel the affected part of the order in writing, and amounts already paid for undelivered goods will be refunded or credited without further liability.

4.5 Title and risk

Risk of loss or damage passes in accordance with the applicable Incoterm. Title to the goods passes to the customer only when we have received payment in full in cleared funds, even if the goods have already been delivered; until then the customer holds the goods as bailee and must store them so that they can be identified, and we may recover goods for which payment has not been made. Retention of title does not affect the passing of risk under the Incoterm.

5. Inspection, acceptance and claims

5.1 Inspection on arrival

The customer must inspect the goods promptly after arrival, and in any event within 14 calendar days of delivery to the destination address or, for container shipments, within 14 days of the container being made available for unstuffing. Inspection should cover quantity, packaging condition, visible damage and conformity with the approved specification.

5.2 Notice of defects

Any shortfall, visible defect or non-conformity must be notified to us in writing within that 14-day period. The notice must include: the invoice or order number and SKU; the quantity affected and the total quantity received; a clear description of the defect; photographs of the affected goods, the packaging and the shipping marks; and supporting documentary evidence such as the packing list, the carrier's damage report, a joint inspection record or a third-party inspection report where one was carried out. Claims that do not include this evidence, or that are raised after the period, may be declined because the condition of the goods can no longer be verified.

5.3 Hidden defects

Defects that could not reasonably have been found on a normal inspection must be notified promptly after discovery and in any event within the warranty period, with the same evidence. Goods must be kept available for inspection, and in the condition received, until we have responded. Please do not return goods, scrap them or rework them before we have issued a return authorisation under section 6.

5.4 Warranty

Unless otherwise agreed in writing, we warrant that goods supplied by us conform to the approved specification and are free from manufacturing defects for 12 months from the date of delivery or, where the goods are installed later, from the date of installation if that is within 90 days of delivery. The warranty covers repair, replacement or credit at our option, and does not cover: normal wear and tear; consumable items; damage in transit after risk has passed; storage or installation contrary to the datasheet; use outside rated electrical, thermal or environmental limits; unauthorised modification, repair or rework; or goods supplied free of charge as samples. Where a manufacturer's warranty exceeds ours, we will pass the benefit of it to the customer on request. The warranty of 12 months replaces all other warranties, conditions and representations to the extent permitted by law.

5.5 Acceptance

Goods are deemed accepted if no valid claim is notified within the periods above, or if the customer uses, sells, installs, alters or reships them after discovering a defect without notifying us.

6. Returns, replacement and credit

Returns are handled through a return authorisation process so that goods can be identified and traced:

6.1 Freight responsibility

Where a claim is accepted and the defect is attributable to us or to the manufacturer, we bear the reasonable cost of returning the affected goods and of shipping the replacement, using our nominated carrier or an economy service agreed in advance. Where the claim is not accepted, or where the goods prove to conform to the approved specification, return freight, insurance, customs clearance and any inspection cost are for the customer's account.

6.2 Restocking

Where goods are returned for commercial reasons rather than a valid defect claim — for example an over-order, a change of requirement or a cancelled project — acceptance of the return is at our discretion and requires the goods to be unused, undamaged and in original packaging. In that case a restocking charge of up to 20% of the invoice value may be applied, and the original outbound freight and any duties are not refundable. Custom-made, tooled, branded or specially purchased items cannot be returned for commercial reasons.

6.3 Remedy

For an accepted claim we may, at our option, replace the defective goods, repair them, supply a substitute of equivalent specification, or issue a credit note or refund for the affected quantity. Our liability is limited to the invoice value of the affected goods, as stated in section 9.

7. Cancellation and changes

7.1 Change orders

Changes to specification, quantity, packaging, branding, delivery date or shipping method must be requested in writing and take effect only when we confirm them in a revised order confirmation. A change may alter unit basis, MOQ, tooling cost and lead time, and the lead time restarts from the date the change is confirmed.

7.2 Cancellation charges

An order may be cancelled in writing before production or tooling has started, and any deposit for unstarted work is refunded less our unrecoverable costs, such as components already ordered, non-refundable deposits paid to the factory and bank charges. Once production or tooling has started, cancellation is subject to a charge covering work in progress, materials and components purchased or committed, tooling costs, labour and any cancellation fee charged by the manufacturer, and the balance of the deposit is applied against that charge. We will provide a written breakdown of the charges on request.

7.3 Non-cancellable items

Custom tooling, moulds, dies, artwork, printed packaging, firmware programmed or branded to the customer's specification, and components purchased specifically for an order are non-cancellable once the order is confirmed and, where applicable, the sample is approved.

8. Intellectual property and confidentiality

8.1 Customer designs

Drawings, specifications, artwork, moulds, tooling designs, firmware and other materials supplied by the customer remain the customer's property, and the customer grants us only the limited right to use them for the purpose of quoting, manufacturing, inspecting and shipping the order. We will not use a customer's design for another buyer, and we will not resell goods made to a customer's exclusive design.

8.2 Tooling and ownership

Where tooling is charged to the customer, ownership of that tooling passes to the customer on payment in full, and the tooling is kept at the manufacturing site for the customer's production. Storage, maintenance and transfer of tooling are described in the relevant quotation.

8.3 Mutual confidentiality

Each party will keep the other's confidential information — prices, specifications, drawings, supplier identities, volumes and commercial terms — confidential, use it only for the supply relationship, and disclose it only to employees, subcontractors and professional advisers who need it, in each case under obligations of confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law or to a regulator, in which case the receiving party will give notice where it lawfully can.

8.4 Non-disclosure agreements

We are happy to sign a mutual NDA before detailed technical discussions, and we can normally return a signed copy within two business days. Where an NDA is signed, its terms apply to the information exchanged and, if it conflicts with this section, the NDA prevails.

8.5 Trademark disclaimer

"Vemlora" and "Vemlora Limited" are the trading name and company name of Vemlora Limited. Nothing on this website or in our quotations grants a licence to use our name, logo or product images, and no partnership, agency, distributorship or joint venture is created unless we sign a separate written agreement. Third-party brand names and trademarks referred to on this site belong to their respective owners and are used only to identify products or compatibility; their use does not imply endorsement, sponsorship or any affiliation.

9. Limitation of liability

Nothing in these terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for breach of confidentiality, or for any other liability that cannot lawfully be excluded or limited.

Subject to that, and to the extent permitted by law:

• we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss of data, production downtime, cost of substitute goods, or any indirect, special, punitive or consequential loss, whether arising in contract, tort, statute or otherwise, even if we were advised of the possibility of such loss;
• our total liability arising out of or in connection with an order, whether in contract, tort or otherwise, is limited to the total invoice value of the goods giving rise to the claim, or to the value of the affected shipment, whichever is lower;
• our liability for any single claim is limited to the invoice value of the affected quantity of goods, and we are not liable for any claim notified outside the periods in section 5;
• we are not liable for loss caused by the customer's specification, drawings, artwork, branding, testing requirements or use of the goods in an application we did not approve in writing.

Where we arrange freight, insurance or customs clearance on the customer's behalf, we do so as the customer's agent and not as a carrier, forwarder or insurer; the liability of those service providers is governed by their own terms and by the applicable international conventions.

10. Compliance, export control and sanctions

10.1 Import compliance and licences

The customer is responsible for compliance with the laws of the destination market and any transit market, including product safety, labelling and language requirements, wireless and electrical approval, chemical and packaging restrictions, and for obtaining any import licence, permit, registration or conformity certificate required. The customer is also responsible for providing accurate classification information where it has specific knowledge of the end use, and for paying duties, taxes and clearance charges allocated to it under the applicable Incoterm.

10.2 Export control

Goods may be subject to export control, dual-use, encryption or re-export rules in Hong Kong, mainland China, the country of origin or the destination. The customer undertakes not to export, re-export, transfer or use any goods supplied by us in breach of those rules, not to use them in the development, production or stockpiling of weapons of mass destruction or their delivery systems, and not to supply them to a denied or restricted party.

10.3 Sanctions screening

We screen customers, consignees, end users and transaction parties against applicable sanctions and denied-party lists, and we may request end-use or end-user information, or decline, suspend or cancel an order, where screening indicates a risk or where the transaction would breach applicable sanctions, export control or anti-money-laundering rules. We may also be required to report certain transactions to the competent authority. Where an order is cancelled for this reason, we will refund amounts received for undelivered goods less our unrecoverable costs.

10.4 Anti-bribery

Both parties will comply with applicable anti-bribery and anti-corruption laws and will not offer, promise or accept improper payments in connection with the supply.

11. Force majeure, suspension and termination

Section 4.4 governs force majeure. In addition, we may suspend performance or terminate an order or framework agreement immediately by written notice if the customer fails to pay an undisputed amount when due, becomes insolvent or subject to insolvency proceedings, or commits a material breach of these terms that is not remedied within 14 days of notice. Termination does not affect rights and obligations that have already accrued, including the obligation to pay for goods already produced, dispatched or committed, and the provisions on confidentiality, intellectual property, limitation of liability and governing law survive termination.

12. Governing law and dispute resolution

These terms and any contract for the supply of goods or services by Vemlora Limited are governed by the laws of the Hong Kong Special Administrative Region.

• Negotiation first. If a dispute arises, the parties will first try to resolve it through good-faith discussion between the commercial contacts, escalating within 14 days to a senior representative of each party. Either party may invite the other to a structured commercial settlement meeting, by video conference if travel is impractical.
• Arbitration. If the dispute is not resolved within 30 days of written notice, it will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration is Hong Kong, the number of arbitrators is one unless the parties agree otherwise, and the language is English. The award is final and binding.
• Courts. Where the parties have agreed in a signed quotation or contract that disputes go to court, or where a claim must be pursued by a specific procedure, the courts of the Hong Kong Special Administrative Region have exclusive jurisdiction, and the parties submit to that jurisdiction.

Nothing in this section prevents either party from applying to a competent court for interim or conservatory relief, including to enforce retention of title or to prevent misuse of confidential information.

13. General

• Entire agreement. The signed quotation, order confirmation and these terms form the entire agreement on the supply and supersede earlier discussions, except that fraudulent misstatements are not excluded.
• Variation. A term may be varied only in a document signed by both parties or confirmed by us in a revised order confirmation.
• Assignment. The customer may not assign an order without our written consent. We may assign our rights to an affiliate or to a successor in a corporate transaction.
• Severability. If a provision is found unenforceable, the remaining provisions continue in force.
• No waiver. A delay or failure to enforce a term is not a waiver of it.
• Third-party rights. A person who is not a party to the contract has no right to enforce any of its terms.
• Language. These terms are published in English. Where a translation is provided, the English version governs.

14. Notices and contact details

Notices under these terms must be in writing and sent by email to the address below, or by courier or registered post to the registered office. A notice sent by email is treated as received on the next business day in Hong Kong if no delivery failure is reported.

These terms take effect on 13 October 2026 and were last reviewed on 16 October 2026. Please quote the relevant order number in all correspondence so that we can locate the file quickly.