Terms of Service

By accessing DALSTON's website, submitting an inquiry, placing an order, or entering into any business arrangement with DALSTON (operated by Union Smart Co., Ltd., headquartered in Changzhou, Jiangsu, China), you ("Client," "Buyer," or "You") agree to be bound by these Terms of Service ("Terms").

These Terms apply to all business-to-business (B2B) interactions, including but not limited to product inquiries, sample requests, purchase orders, ODM/OEM development engagements, and ongoing supply agreements.

If you do not agree to these Terms in their entirety, you must discontinue use of our website and refrain from placing orders or entering into agreements with DALSTON.

DALSTON is a specialized manufacturer and global exporter of premium synthetic plush fabrics. Our mill-direct services include, but are not limited to:

• Manufacturing of specialized plush fabrics, including Sherpa, Flannel/Coral Fleece, Minky, Faux Fur, Jacquard, Knitted, and Functional Fabrics;
• Custom Fabric R&D and Engineering, including customized weight (GSM), pile height, color matching (Lab Dips), and functional treatments;
• In-house knitting, dyeing, shearing, and vertical production capabilities;
• Sample Swatch & Lab Dip Development for pre-production quality and color approval;
• OEM & ODM fabric specification engineering tailored for global garment brands, sourcing agencies, and textile buyers;
• Export logistics and global shipping coordination for bulk fabric rolls.

All services are provided exclusively on a B2B basis. DALSTON does not sell directly to individual end consumers.

To engage with DALSTON's services, you represent and warrant that:

• You are a duly registered business entity, brand owner, distributor, retailer, or authorized procurement representative;
• You have the legal authority to bind your organization to these Terms;
• You are not located in, or acting on behalf of any entity in, a jurisdiction subject to international trade sanctions or embargoes that would prohibit engagement with a Chinese manufacturer;
• All information you provide to DALSTON is accurate, complete, and up to date.

All purchase orders submitted to DALSTON are subject to written confirmation by DALSTON. A binding purchase contract is only established upon DALSTON's issuance of a written order confirmation or proforma invoice, whichever comes first.

Order specifications — including fabric category, weight (GSM), usable width, pile height, fiber composition, Pantone/color match, roll packing requirements, and delivery terms — must be clearly stated in writing prior to order confirmation (Proforma Invoice). Any changes to confirmed orders must be agreed upon in writing by both parties.

Minimum Order Quantities (MOQs) vary by product category and customization level. MOQs will be communicated to the Buyer during the quotation process and are binding once an order is confirmed.

DALSTON reserves the right to decline any order at its sole discretion without obligation to provide a reason.

All prices quoted by DALSTON are in United States Dollars (USD) unless otherwise specified in writing. Quoted prices are valid for the period stated in the quotation and are subject to change based on raw material costs, currency fluctuations, and other market factors.

Standard payment terms are as follows, unless otherwise agreed in a separate written agreement:

• Deposit: 30% of the total order value is due upon order confirmation to initiate production;
• Balance: The remaining 70% is due prior to shipment, upon presentation of shipping documents.

Accepted payment methods include Telegraphic Transfer (T/T), Letter of Credit (L/C), and other methods as mutually agreed in writing. All bank charges outside of China are the responsibility of the Buyer.

Failure to make timely payment may result in production delays, order cancellation, or suspension of services. DALSTON reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Tooling, mold, and sample development fees, where applicable, will be quoted separately and are generally non-refundable once production has commenced.

Estimated production lead times are provided at the time of order confirmation and are based on current factory capacity, order complexity, and material availability. Lead times are estimates only and do not constitute a guarantee of delivery by a specific date, unless expressly agreed in writing.

Production commences upon receipt of the confirmed deposit payment and written approval of all pre-production samples, artwork, and specifications by the Buyer. Delays in Buyer approvals will result in a corresponding extension of the production timeline.

DALSTON will communicate proactively regarding any production delays. In the event of delays caused by force majeure events -- including but not limited to natural disasters, government actions, labor disputes, or material shortages -- DALSTON shall not be held liable for resulting delivery delays, provided that DALSTON notifies the Buyer promptly.

DALSTON reserves the right to fulfill orders with a quantity tolerance of ±5% of the total confirmed yardage/meterage, which is standard industry practice in textile manufacturing. Invoicing will reflect the actual quantity shipped.

DALSTON implements multi-stage quality control procedures throughout the production process, from raw material inspection to finished goods review, in accordance with agreed product specifications.

Pre-production samples will be provided for Buyer approval before mass production commences on custom or ODM orders. Mass production will not begin until written approval is received from the Buyer. Approved samples serve as the quality benchmark for the production run.

The Buyer has the right to arrange third-party inspection at the factory prior to shipment, at the Buyer's own expense. DALSTON will provide reasonable cooperation with such inspections, provided that reasonable advance notice is given.

Quality claims must be submitted in writing within 30 calendar days of the Buyer's receipt of the goods, accompanied by photographic evidence, inspection reports, and a clear description of the alleged defect. Claims submitted after this period will not be accepted.

Minor variations in color shades between different dye lots (within standard industry gray scale tolerances), texture, usable width, or GSM that fall within industry-standard tolerances do not constitute defects and are not subject to quality claims.

In the event of a valid quality claim, DALSTON’s liability is limited to, at DALSTON’s discretion: replacement of defective fabric rolls, issuance of a credit note, or a partial refund proportional to the affected yardage. DALSTON shall not be liable for any consequential, indirect, or incidental damages arising from fabric quality issues.

Unless otherwise agreed in writing, all shipments are made on FOB (Free On Board) terms from the port of Shanghai or Ningbo, China. Risk of loss and title to the goods transfer to the Buyer upon delivery to the designated vessel at the port of origin.

DALSTON will arrange shipment upon receipt of full payment (or as otherwise agreed) and Buyer's provision of complete shipping instructions, including the consignee's name, address, and any applicable import requirements.

DALSTON is not responsible for delays, damages, or losses occurring during transit once the goods have been handed over to the freight carrier. The Buyer is responsible for arranging adequate cargo insurance for the shipment.

Import duties, taxes, customs clearance fees, and any other charges levied in the destination country are solely the responsibility of the Buyer. DALSTON will provide all necessary export documentation, including commercial invoices, packing lists, and certificates of origin, as required.

DALSTON will make commercially reasonable efforts to meet agreed shipment dates; however, shipment dates are estimates and DALSTON shall not be liable for any losses arising from shipping delays outside of DALSTON's direct control.

When the Buyer engages DALSTON for ODM services using DALSTON's existing designs, DALSTON grants the Buyer a limited, non-exclusive license to sell and distribute the resulting products under the Buyer's brand. DALSTON retains all underlying design rights unless expressly transferred in a separate written agreement.

When the Buyer engages DALSTON for OEM services based on the Buyer's own designs, specifications, or artwork, the Buyer warrants that it holds all necessary intellectual property rights to such materials and that their use does not infringe upon any third-party rights. The Buyer agrees to indemnify and hold DALSTON harmless from any claims, losses, or damages arising from intellectual property infringement related to Buyer-supplied materials.

Any jointly developed designs, processes, or innovations created during a collaborative development engagement shall have their ownership terms defined in a separate written agreement. In the absence of such an agreement, DALSTON retains ownership of all development outputs.

DALSTON will not reproduce, sell, or distribute products manufactured exclusively for a Buyer to any third party without the Buyer's prior written consent, provided that the Buyer has fulfilled all payment obligations.

DALSTON's trademarks, trade names, logos, and website content are the exclusive property of DALSTON and may not be used without prior written authorization.

Both parties acknowledge that in the course of their business relationship, each may receive or have access to confidential information belonging to the other party, including but not limited to product designs, pricing, business strategies, technical specifications, customer lists, and trade secrets ("Confidential Information").

Each party agrees to: (i) hold the other party's Confidential Information in strict confidence; (ii) not disclose such information to any third party without prior written consent; and (iii) use such information solely for the purpose of fulfilling obligations under the business relationship.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided that the disclosing party is given prompt written notice.

Confidentiality obligations shall survive the termination of the business relationship for a period of three (3) years.

To the fullest extent permitted by applicable law, DALSTON's total aggregate liability to the Buyer for any claims arising out of or related to any order, agreement, or engagement shall not exceed the total amount paid by the Buyer to DALSTON under the specific order giving rise to the claim.

DALSTON shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or damage to reputation, even if DALSTON has been advised of the possibility of such damages.

DALSTON makes no warranties, express or implied, beyond those expressly stated in these Terms or in a written product specification agreed upon by both parties. All implied warranties of merchantability and fitness for a particular purpose are disclaimed to the maximum extent permitted by law.

The Buyer is solely responsible for ensuring that products ordered from DALSTON comply with all applicable laws, regulations, standards, and labeling requirements in the Buyer's destination market. DALSTON provides general product certifications but cannot guarantee compliance with every jurisdiction-specific requirement.

Either party may terminate an ongoing supply agreement or framework arrangement by providing 30 days' written notice to the other party, provided that all confirmed and in-progress orders are fulfilled in accordance with their agreed terms.

Upon termination, all outstanding payment obligations of the Buyer remain due and payable. Any deposits paid for orders already in production are non-refundable, and the Buyer remains liable for the full order value of goods completed or in progress at the time of termination.

Provisions of these Terms that by their nature should survive termination -- including but not limited to confidentiality, intellectual property, limitation of liability, and governing law -- shall continue in full force and effect.

These Terms and any disputes arising out of or related to them 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.

In the event of a dispute, both parties agree to first attempt to resolve the matter through good-faith negotiation within 30 calendar days of written notice of the dispute.

If the dispute cannot be resolved through negotiation, it shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for binding arbitration in accordance with its then-current arbitration rules. The arbitration shall be conducted in Mandarin Chinese, with English translations provided upon request. The arbitral award shall be final and binding on both parties.

Nothing in this section shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.

DALSTON reserves the right to update or modify these Terms at any time. When material changes are made, the updated Terms will be posted on DALSTON's website with a revised effective date.

Your continued engagement with DALSTON's services -- including placing new orders or entering into new agreements -- following the posting of updated Terms constitutes your acceptance of the revised Terms.

For orders already confirmed and in progress at the time of any update, the Terms in effect at the time of order confirmation shall apply, unless both parties agree in writing to adopt the updated Terms.

We encourage you to review these Terms periodically to stay informed of any updates.

If you have any questions, concerns, or requests regarding these Terms of Service, or if you wish to discuss a specific order, quality issue, or business arrangement, please reach out to DALSTON through our official contact page.

Our team is committed to responding to all inquiries within 2 business days. We communicate in English and welcome detailed written inquiries that allow us to provide you with accurate and thorough responses.