Terms of Service

For the purposes of these Terms, the following definitions apply:

"HOWDY"

Refers to the company HOWDY, a B2B manufacturer of electric heating products founded in 2006, operating a 25,000 m² production facility.

"Client"

Any business entity, trading company, brand owner, or wholesaler entering into a commercial relationship with HOWDY.

"Products"

Electric blankets, blankets, heated gloves, electric hot water bottles, heated cushions, and any other goods manufactured or supplied by HOWDY.

"OEM"

Original Equipment Manufacturing -- the production of goods to the Client's existing specifications and brand requirements.

"ODM"

Original Design Manufacturing -- the design, development, and production of goods based on HOWDY's proprietary designs, customised for the Client.

"MOQ"

Minimum Order Quantity -- the minimum number of units required per product model per order, as specified in the relevant quotation.

"Order Confirmation"

A written confirmation issued by HOWDY acknowledging acceptance of a purchase order.

HOWDY provides the following services to B2B clients:

• Standard Manufacturing: Production of electric blankets, heated gloves, electric hot water bottles, heated cushions, and blankets according to HOWDY's standard specifications.
• OEM Services: Manufacturing products to Client-provided designs, specifications, branding, and packaging requirements.
• ODM Services: Developing and manufacturing new or customised products based on HOWDY's in-house design capabilities, including proprietary controller development.
• Compliance Support: Provision of available certification documentation (CE, UKCA, FCC, UL, PSE) relevant to the applicable destination market, subject to the specific product model.
• Private Labelling: Application of Client branding, logos, and packaging as agreed in writing prior to production.

All services are provided exclusively on a business-to-business basis. HOWDY does not sell directly to end consumers.

All purchase orders submitted by the Client are subject to written acceptance by HOWDY. An order is not binding until HOWDY issues a formal Order Confirmation.

• Purchase orders must be submitted in writing via email or through the agreed communication channel, clearly specifying product model, quantity, destination market, delivery terms, and any branding or customisation requirements.
• HOWDY reserves the right to decline any order at its sole discretion, including orders that do not meet the applicable MOQ.
• Any changes to a confirmed order must be agreed in writing by both parties. Changes requested after production has commenced may result in additional costs or delays, for which HOWDY shall not be held liable.
• Cancellation of a confirmed order is subject to HOWDY's prior written consent and may incur cancellation fees to cover materials procured, tooling costs, and work already completed.

All prices are quoted in US Dollars (USD) unless otherwise agreed in writing. Quoted prices are valid for the period stated in the quotation and are subject to change thereafter.

• Deposit: A deposit of [XX]% of the total order value is required upon Order Confirmation to initiate production. The applicable deposit percentage will be specified in each quotation.
• Balance Payment: The remaining balance is due prior to shipment, unless a different payment schedule has been agreed in writing.
• Tooling & Mould Costs: For OEM/ODM orders requiring new tooling or moulds, tooling costs will be quoted separately and are generally payable in advance.
• Late Payment: HOWDY reserves the right to charge interest on overdue amounts and to suspend or cancel pending orders in the event of non-payment.
• Prices do not include customs duties, import taxes, or destination-country levies, which remain the sole responsibility of the Client.

HOWDY offers full OEM and ODM manufacturing capabilities to support trading companies, brand owners, and wholesalers in bringing customised products to market.

5.1 OEM Engagements

• The Client is responsible for providing accurate and complete specifications, artwork, branding assets, and technical requirements prior to production commencement.
• HOWDY will produce pre-production samples for Client approval before mass production begins. Production will not proceed without written sample approval from the Client.
• The Client warrants that all supplied materials, designs, logos, and branding do not infringe any third-party intellectual property rights. HOWDY shall not be liable for any infringement arising from Client-supplied content.

5.2 ODM Engagements

• HOWDY retains ownership of all design files, moulds, tooling, and proprietary technology developed as part of ODM projects unless a separate written agreement expressly transfers such ownership to the Client.
• ODM product exclusivity, if agreed, will be defined in a separate written agreement specifying the territory, duration, and minimum volume commitments required to maintain exclusivity.
• HOWDY's proprietary in-house controller technology remains the exclusive intellectual property of HOWDY at all times.

All intellectual property rights, including but not limited to design patents, trademarks, trade secrets, manufacturing processes, controller designs, and proprietary technologies owned by HOWDY, remain the exclusive property of HOWDY.

• The Client is granted a limited, non-exclusive, non-transferable licence to use HOWDY's designs solely for the purpose of selling the Products purchased under a confirmed order.
• The Client shall not reverse-engineer, copy, reproduce, or attempt to replicate any HOWDY product design, controller, or technology.
• HOWDY's design patents cover certain product models. Any unauthorised reproduction or imitation of patented designs may result in legal action.
• Branding, logos, and trademarks supplied by the Client for OEM orders remain the intellectual property of the Client. The Client grants HOWDY a limited licence to use such assets solely for the purposes of fulfilling the relevant order.

HOWDY is committed to maintaining high product quality standards and providing relevant compliance documentation for applicable destination markets.

• Available Certifications: Depending on the product model and destination market, HOWDY may provide CE (Europe), UKCA (United Kingdom), FCC documentation and UL test reports (United States), and PSE (Japan). The applicability of specific certifications must be confirmed for each product model and market prior to order placement.
• Client Responsibility: The Client is solely responsible for verifying that the Products comply with all applicable laws, regulations, and safety standards in the destination market. HOWDY's provision of certification documentation does not constitute a guarantee of regulatory compliance in all jurisdictions.
• Quality Inspection: The Client may arrange third-party quality inspections at the factory prior to shipment at the Client's own cost, subject to prior written notice to HOWDY.
• Defect Claims: Quality claims must be submitted in writing within 30 days of receipt of goods, accompanied by photographic evidence and a detailed description of the alleged defect. Claims submitted after this period will not be accepted.

Delivery terms, lead times, and shipping arrangements will be specified in each Order Confirmation. The following general terms apply:

• Incoterms: Unless otherwise agreed, all shipments are made on FOB (Free On Board) terms from HOWDY's designated port of export. Risk of loss and title pass to the Client upon delivery to the carrier.
• Lead Times: Estimated production and delivery lead times are provided in good faith. HOWDY shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to raw material shortages, logistics disruptions, or force majeure events.
• Partial Shipments: HOWDY reserves the right to make partial shipments where agreed or where circumstances require, provided that such partial shipments do not materially prejudice the Client.
• Customs & Import: The Client is responsible for all import duties, customs clearance, and compliance with import regulations in the destination country.

HOWDY warrants that Products will be free from material defects in workmanship and materials under normal use conditions for a period of [XX] months from the date of shipment ("Warranty Period"), subject to the following conditions:

• The warranty applies only to manufacturing defects and does not cover damage resulting from misuse, improper storage, unauthorised modification, or normal wear and tear.
• Warranty claims must be submitted in writing within the Warranty Period, supported by photographic evidence and a sample of the defective product where reasonably practicable.
• Upon acceptance of a valid warranty claim, HOWDY's liability is limited, at HOWDY's discretion, to replacement of the defective goods, repair, or a credit note against future orders.
• Returns will only be accepted with prior written authorisation from HOWDY. Unauthorised returns will not be accepted and may be returned to the Client at the Client's cost.
• This warranty is the sole and exclusive warranty provided by HOWDY and is in lieu of all other warranties, express or implied, to the fullest extent permitted by applicable law.

Both parties acknowledge that in the course of their business relationship, each party may receive or have access to confidential information belonging to the other party.

• "Confidential Information" includes, but is not limited to, pricing, product specifications, design files, technical data, business plans, customer information, and manufacturing processes.
• Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or regulation.
• Confidential Information shall only be used for the purposes of fulfilling the obligations under these Terms and shall not be used for competitive purposes.
• These confidentiality obligations shall survive the termination of the business relationship for a period of three (3) years.

Where a separate Non-Disclosure Agreement (NDA) has been signed between the parties, the terms of that NDA shall take precedence over this section.

To the fullest extent permitted by applicable law:

• HOWDY's total aggregate liability to the Client arising out of or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total value of the specific order giving rise to the claim.
• HOWDY shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, or loss of market opportunity.
• HOWDY shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, labour disputes, epidemics, pandemics, or supply chain disruptions (Force Majeure). HOWDY will notify the Client promptly in the event of a Force Majeure event.
• Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions, unless a separate written agreement specifies a different governing law.

• Negotiation: In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute.
• Arbitration: If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC), or as otherwise agreed in writing by both parties.
• The language of arbitration proceedings shall be English.

HOWDY reserves the right to update or amend these Terms at any time. The most current version of these Terms will be published on HOWDY's official website. Continued engagement with HOWDY following publication of updated Terms constitutes acceptance of the revised Terms.

• Any amendments to a specific order or agreement must be made in writing and signed by authorised representatives of both parties.
• If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.
• These Terms, together with any Order Confirmation and any separately executed written agreements, constitute the entire agreement between HOWDY and the Client with respect to the subject matter hereof, and supersede all prior discussions, representations, and understandings.

For any questions regarding these Terms of Service, or to submit a formal notice, please contact HOWDY at: