Legal
Terms of Sale
Last updated: 23 October 2026
These terms apply to quotations issued by AgarwoodWholesale and to orders placed with us. They are written for business buyers — wholesalers, brands, blenders and retailers. We do not sell to consumers.
Where a signed contract or a purchase agreement says something different, that document wins. A purchase order carrying your own standard terms on the back does not, unless we have agreed to those terms in writing.
1.Quotations
A quotation is valid for the period stated on it. Agarwood is priced by lot rather than by list. So a quotation is not a price list and an expired one is not a price we are obliged to repeat.
Where material is allocated by lot, a quotation is subject to that lot remaining available, unless we have reserved it under your name under clause 3.
An order becomes binding when we issue a proforma invoice and you confirm it in writing.
2.Prices
Unit prices are quoted in US dollars on an ex-works basis as the reference figure, with freight, insurance, duties and taxes quoted separately for the actual shipment. The delivered price on your proforma invoice is the one that governs.
Bank charges levied outside China are for your account. Where a payment arrives short of the invoiced amount because of intermediary bank deductions, the shortfall is payable before dispatch.
3.Batch reservation
For agarwood consumables, we reserve the agreed available balance of an approved sample lot under your name for thirty days at no charge. Confirm quantity and the start date in writing. After that period the material returns to general stock. Hardware availability is confirmed separately.
We will tell you before a reservation lapses rather than let it expire silently.
4.Payment
Orders are payable in full in advance by telegraphic transfer, before production starts or before dispatch from stock, as stated on the proforma invoice.
For larger orders we can work against an irrevocable letter of credit at sight, payable against shipping documents. L/C terms have to be agreed at quotation stage, not after an order is confirmed, because the document list has to match what we can actually issue.
We do not accept payment from a third party who is not named on the invoice. This is a compliance requirement, not a preference.
5.Payment fraud — verify the account before you send
Invoice interception can divert a payment. Our bank details do not change mid-order, and we will never email you a change of account.
If you receive any message claiming our bank details have changed — however plausible the sender address looks — do not pay it. Call the number published on this website and confirm by voice before transferring anything. A payment made to an intercepted account is not a payment to us.
6.Delivery terms
We trade on DAP or DDP (Incoterms 2020), as stated on the quotation.
Under DAP we deliver to the address you give us and the carrier bills you for import duty, import VAT and clearance charges. Under DDP those are included in our price and we pay them. DDP is not available to every destination — where a carrier will not clear on our behalf, we quote DAP and say so.
If your import route requires a different Incoterm because your own forwarder is handling the leg, raise it at quotation stage and we will price it accordingly.
7.Lead times
Lead times are stated per product and run from order confirmation, or from written artwork approval on private-label runs.
They are worked estimates rather than guarantees. If a lead time slips we tell you when we know, not when the ship sails.
8.Specification tolerances
The written order, approved sample, published product specification and any report commissioned for the batch define the agreed criteria. Goods outside those criteria are reviewed for replacement or credit. A nominal dimension does not imply a measured tolerance, and a test not commissioned has no assumed result.
Colour, resin distribution and burn character can vary between natural-material batches. Agree the acceptable variation before ordering; no numerical tolerance is implied where one is not expressly stated and supported.
9.Private label and artwork
Production begins only after written approval of a pre-production sample. Changes requested after approval are chargeable and reset the lead time.
You confirm that you own or are licensed to use any brand, artwork or text you supply. You cover us against any third-party claim arising from using it. We will not print a mark that appears to belong to someone else.
10.Inspection and claims
Check the consignment on arrival. Photograph the carton, contents and identifying marks before unpacking fully, and retain the packaging. These records support assessment of the condition on receipt rather than determining every claim on their own.
Transit breakage above 1% on ceramic lines is replaced. For all other lines — incense, powder, oil, brass and glass — the ordinary deadline to report shortage, damage or non-conformity is 14 days from delivery, with photographs. Late reporting can limit the available evidence. The latent-defect provision below and rights that cannot lawfully be excluded remain unaffected.
Latent defects that could not reasonably have been found on inspection are not caught by that window; tell us as soon as you find one.
A claim is not a return. Once a consignment has been dispatched it is not returnable and not refundable for change of mind; the returns and claims policy sets out what replaces a return and what a claim still covers.
11.Title and risk
Risk passes according to the agreed Incoterm. Title to the goods stays with us until we have received payment in full.
12.Compliance and end use
You must confirm destination import and end-use requirements with your broker and the relevant authorities. Manufacturer, importer and distributor obligations depend on the product and market; these terms do not transfer or remove a party's statutory duties. For electrical, cosmetic or fragrance uses, confirm the applicable conformity and notification requirements before ordering.
You confirm that the goods will not be re-exported to a destination, entity or end use prohibited by applicable export-control or sanctions rules.
13.Liability
Our liability for any order is limited to the invoiced value of that order — by replacement, credit or refund at our option.
We are not liable for indirect or consequential loss: lost profit, lost contracts, downtime, or the cost of a delayed launch. Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
14.Force majeure
Neither of us is in breach for a delay caused by something outside reasonable control — port closure, carrier suspension, export or import restriction, natural disaster, or a harvest or distillation failure at source. We tell you as soon as it is clear a shipment is affected and agree a revised date or cancel and refund what has not shipped.
15.Governing law and disputes
These terms are governed by the laws of the People’s Republic of China.
Any dispute that we cannot settle commercially goes to arbitration at the China International Economic and Trade Arbitration Commission (CIETAC), South China Sub-Commission in Shenzhen, before a single arbitrator, with proceedings conducted in English. The award is final and binding on both of us.
Recognition and enforcement of an award or judgment depend on the jurisdiction, applicable conventions, domestic law and the facts. The arbitration clause is not a guarantee of enforcement; obtain legal advice for the transaction.
How consignments are packed, routed and documented is set out under shipping, and what we do with your data under privacy.
Clause 6 trades on Incoterms® 2020. The rules themselves are published by the International Chamber of Commerce — see the Incoterms® 2020 rules.