Terms of
Service
These terms govern all commercial cooperation between Nanjing Manta New Material Co., Ltd. ("Manta") and its business customers. Please read carefully before placing orders or entering into supply agreements.
Section 01
Scope of Cooperation
These Terms of Service ("Terms") apply to all commercial transactions between Nanjing Manta New Material Co., Ltd. ("Manta," "we," "us") and any registered business entity, formulator, distributor, or procurement organization ("Customer," "you") that purchases or intends to purchase products or services from Manta.
Applicable Products
- ▸Silicone water repellents & surface treatments
- ▸Functional silanes & chemical additives
- ▸MS polymers & SPUR resins
- ▸Waterproof coating systems
- ▸Custom synthesis & OEM products
Eligible Customers
- ▸Registered business entities only (B2B)
- ▸Formulators, manufacturers & OEM producers
- ▸Authorized distributors & trading companies
- ▸R&D institutions & academic purchasers
- ▸Government-affiliated procurement bodies
1.1 Geographic Scope. These Terms apply to all domestic (China) and international transactions. For export orders, applicable trade terms (Incoterms 2020) shall be specified in the purchase order confirmation. International customers are responsible for compliance with import regulations in their respective jurisdictions.
1.2 Acceptance of Terms. Placing an order, signing a sales contract, or issuing a purchase order constitutes unconditional acceptance of these Terms. Any conflicting terms in a Customer's own purchase order documents shall not supersede these Terms unless expressly agreed in writing by an authorized representative of Manta.
1.3 Amendments. Manta reserves the right to revise these Terms at any time. Material changes will be communicated via email to registered customers at least 30 days prior to taking effect. Continued ordering after the effective date constitutes acceptance of the revised Terms.
1.4 Confidentiality. Both parties agree to maintain the confidentiality of proprietary technical data, pricing, and formulation information exchanged during the course of cooperation. This obligation survives termination of the commercial relationship for a period of five (5) years.
Section 02
Order Rules
Minimum Order Quantity
MOQ may vary by product grade. Specific MOQs are stated in product TDS or confirmed in quotation.
Payment Terms
Lead Time
Lead times begin from receipt of confirmed payment. Subject to raw material availability.
2.1 Order Placement. All orders must be submitted in writing via email, purchase order document, or Manta's designated order portal. Verbal orders are not binding until confirmed in writing by both parties. Orders are deemed accepted only upon Manta's written order confirmation.
2.2 Order Cancellation. Orders may be cancelled without penalty within 24 hours of placement. For standard products, cancellations after production commencement will incur a cancellation fee of 20-50% of the order value depending on production stage. Custom synthesis orders are non-cancellable once raw materials have been procured.
2.3 Price Validity. Quoted prices are valid for 30 days from the date of quotation. Manta reserves the right to adjust pricing due to significant fluctuations in raw material costs (≥ 10%), currency exchange rates, or force majeure events. Customers will be notified promptly of any pricing adjustments.
2.4 Shipping & Logistics. Default trade terms are EXW Nanjing unless otherwise agreed. Manta can arrange freight forwarding on a CIF or DAP basis upon request. Customers are responsible for obtaining all necessary import permits, licenses, and customs clearance. Hazardous goods are shipped in compliance with IATA/IMDG regulations with full documentation.
2.5 Late Payment. Overdue invoices will accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date. Manta reserves the right to suspend ongoing orders or future shipments until outstanding balances are settled.
Section 03
Customization Terms
Sampling & Development Fee
Standard product samples
Free of charge for qualified B2B customers. Customer bears shipping costs.
Custom formulation development
Development fee: USD 500-3,000 depending on complexity. Fully refundable against first commercial order ≥ USD 5,000.
Custom synthesis (novel molecules)
Quoted individually. Includes process development, analytical validation, and pilot batch production.
IP & Tooling Ownership
Manta's base technology
All synthesis processes, formulations, and know-how developed independently by Manta remain Manta's exclusive IP.
Customer-funded development
IP arising from customer-funded custom projects is jointly owned or assigned to the customer per written agreement.
Tooling & molds
Packaging molds or tooling paid for by the customer become customer property upon full payment, held in custody by Manta during active supply.
3.1 Custom Project Initiation. Custom synthesis or formulation development projects begin with a signed Technical Development Agreement (TDA) specifying target specifications, deliverables, timeline, cost allocation, and IP terms. No development work commences until the TDA is executed and the development fee is received.
3.2 Specification Approval. Customers must provide written approval of the final product specification sheet before commercial production. Any specification changes after approval may result in additional development charges and revised lead times.
3.3 Exclusivity. Manta may offer exclusive supply arrangements for custom-developed products to qualifying customers. Exclusivity terms, including minimum annual purchase commitments and duration, must be agreed in a separate Supply Agreement. Without a signed exclusivity agreement, Manta reserves the right to offer similar products to other customers.
3.4 OEM & Private Label. Manta supports OEM and private-label arrangements. Customer-branded packaging, labeling, and SDS/TDS customization are available subject to regulatory compliance review. All private-label products must meet Manta's minimum quality standards and applicable regulatory requirements in the destination market.
3.5 Non-Disclosure. All technical information exchanged during the customization process is subject to the confidentiality provisions in Section 1.4. Customers must not reverse-engineer, reproduce, or disclose Manta's proprietary synthesis processes or formulations.
Section 04
Quality & After-Sales
Goods Inspection & Acceptance Process
Pre-shipment QC inspection
Every batch undergoes full analytical testing (GC, FTIR, viscosity, purity) against agreed specifications. CoA issued per batch.
Goods receipt inspection (Customer's obligation)
Customers must inspect goods within 7 calendar days of receipt. Quantity discrepancies and visible packaging damage must be reported within this window.
Quality claim filing window
Quality claims related to specification non-conformance must be submitted within 30 calendar days of receipt, accompanied by test reports from an accredited laboratory.
Manta's investigation & resolution
Manta will acknowledge claims within 5 business days and complete investigation within 15 business days. Resolution options include replacement, credit note, or refund.
4.1 Product Warranty. Manta warrants that all products, at the time of shipment, conform to the agreed specifications stated in the CoA. The warranty period is 12 months from the date of shipment for standard products, provided products are stored under recommended conditions (temperature, humidity, UV exposure) as stated in the SDS/TDS.
4.2 Warranty Exclusions. The warranty does not cover defects arising from: improper storage or handling by the customer; mixing with incompatible materials; use outside the stated application range; modification of the product by the customer; or normal product degradation beyond the shelf life stated in the TDS.
4.3 Retained Samples. Manta retains reference samples from each production batch for a minimum of 24 months. In the event of a quality dispute, both parties may conduct independent testing of the retained reference sample at an agreed accredited laboratory.
4.4 Technical Support. Manta provides post-sale technical support including application guidance, formulation troubleshooting, and compatibility advice. Technical inquiries should be directed to inquiry@mantasil.com. Response within 2 business days is our standard commitment.
4.5 Regulatory Documentation. Manta will provide, upon request and within 5 business days: Certificate of Analysis (CoA), Safety Data Sheet (SDS), REACH registration or pre-registration status, TSCA compliance statement, RoHS declaration, and California Proposition 65 assessment. Additional regulatory documents may be available subject to specific product and destination market.
Section 05
Liability & Dispute Resolution
Limitation of Liability
Manta's total aggregate liability to any customer for any claim arising from a single transaction shall not exceed the invoice value of the specific goods or services giving rise to the claim. Under no circumstances shall Manta be liable for indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profit, loss of production, or loss of business opportunity.
5.1 Breach by Customer. If a customer fails to make payment by the due date, cancels a confirmed order without authorization, or breaches confidentiality obligations, Manta reserves the right to: (a) suspend all pending shipments; (b) terminate the commercial relationship with immediate effect; (c) pursue recovery of outstanding amounts plus interest and reasonable legal costs; and (d) seek injunctive relief for IP or confidentiality breaches without the requirement to post bond.
5.2 Breach by Manta. In the event Manta supplies goods that materially fail to conform to agreed specifications, and such non-conformance is confirmed through the inspection process in Section 4, Manta's liability shall be limited to: (a) replacement of the non-conforming goods; or (b) issuance of a credit note or refund of the invoice value of the affected goods, at Manta's election.
5.3 Force Majeure. Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, government actions, pandemics, raw material shortages, or infrastructure failures. The affected party must notify the other party in writing within 5 business days of the force majeure event and provide a revised delivery schedule.
5.4 Indemnification. The customer shall indemnify and hold harmless Manta from any third-party claims, losses, or liabilities arising from: (a) the customer's misuse or improper application of Manta's products; (b) the customer's non-compliance with applicable regulations in their jurisdiction; or (c) any modification of Manta's products by the customer.
Dispute Resolution Process
Step 1
Negotiation
Parties attempt good-faith resolution within 30 days of written dispute notice.
Step 2
Mediation
If unresolved, parties submit to mediation under CCPIT rules within 60 days.
Step 3
Arbitration
Final binding arbitration under CIETAC rules, seated in Nanjing, China.
5.5 Governing Law. These Terms and all commercial transactions between Manta and its customers shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to conflict of law principles. For international customers, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply where not inconsistent with these Terms.
5.6 Jurisdiction. For disputes not resolved through the process in Section 5.4, the parties submit to the exclusive jurisdiction of the courts of Nanjing, Jiangsu Province, China. International customers may alternatively elect arbitration under the China International Economic and Trade Arbitration Commission (CIETAC) rules.
5.7 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the original commercial intent.
These Terms are effective as of January 2024
By engaging in commercial transactions with Nanjing Manta New Material Co., Ltd., you confirm that you have read, understood, and agree to be bound by these Terms of Service. For any questions or to request a copy of our full supply agreement template, please contact our commercial team.
Nanjing Manta New Material Co., Ltd.
Room 102-247, Building 17, No. 1 Qiliqiao North Road, Nanjing Area of the China (Jiangsu) Pilot Free Trade Zone, Nanjing, China