Terms and Condition

 

Manufacturing and Supply Agreement

 

The Manufacturing and Supply Agreement is entered into this ________________ between Hero Time Limited (“The Manufacturer”) and _________________ The Game Creator / Publisher (“The Publisher”)

Whereas The Publisher is interested in making their game ___________________ (“The Game”) and wishes to use The Manufacturer’s services,

 

1. Scope of Agreement

 

This agreement and everything in it is only for the specific print run. Both The Publisher and The Manufacturer will be able to make changes and adjustments for later print runs following their further cooperation.

The Manufacturer offers a wide range of services related to games production. The Publisher is looking to use the following services: (Please tick those services you are interested in acquiring)

    • Manufacturing
    • Safety Testing
    • IP protection – A Chinese Design Patent
    • Shipping
    • One time Fulfillment (for Kickstarter, and presales)
    • Storage in China

The above terms and their agreements are as follows:

 

2. Manufacturing

 

The Manufacturer commits to manufacture ____________ games for the publisher according to their agreement This is print run number _____ of the game.

(A) Specifications
The specifications of the games are listed in the quotation sheet sent and confirmed by The Publisher. It is the responsibility of The Publisher to check and confirm the quote prior to the start of production.

The Publisher reserves the right to change the quote until The Manufacturer has purchased the raw materials. Once the raw materials have been purchased, a change might incur additional costs.

While The Manufacturer helps advise and consult The Publisher on components, processes, materials, and sizes (hereafter “specifications”), if the specifications turn out to be unfeasible during mass production due to some unpredicted limitations, The Manufacturer bears no financial penalty for them. Any changes made and their costs will be renegotiated with The Publisher to both parties’ satisfaction. In the same accord, even if a game came out good in the sample or a pre-production sample, some limitations might arise during mass production.

If The Manufacturer and Publisher cannot reach an agreement, The Manufacturer will return the deposit to The Publisher in full, minus the cost of the raw materials purchased. 

(B) Quality Assurance

The Manufacturer commits to ensure a high level of print, gluing, cutting, and assembly and use the construction (gsm, weight, and quality of materials) mentioned in the quotation sheet. 

(B1) Process Issues and Replacement of Components

Though The Manufacturer commits to a high production standard, The Publisher still needs to consider slight margins of error for up to _______ games. 

The errors of margins are unnoticeable to the average consumer but might be noticed by The Publisher of the game. The margins of error can include any of the below issues (see appendix for images) 

    1. Scratches on some cards
    2. Some minor spots of white on cards over 1mm
    3. Cutting errors over 3mm (about 0.12 in) on components
    4. Thin 0.15mm (about 0.01 in) white lines on the side of the cards
    5. Imperfect punchout of tokens
    6. Gluing margins above 5mm (about 0.2 in)
    7. Minor splashes of glue on box, board, and other glued components
    8. Stretch marks of lamination or oil varnish burns

Though these issues do not affect gameplay and the end customers who buy the game do not notice, in the rare case the end customer notices and complains, The Manufacturer will fully refund The Publisher for those sets and all shipping costs incurring due to them, given sufficient proof of pictures and customer reviews from The Publisher.

If the number of games with errors and complaints exceeds the above number, The Manufacturer will go in length to reprint and send new pieces to the Publisher to replace the pieces in the other sets. It will be the responsibility of The Publisher to open, replace, and shrink wrap again.

In case there is a significant issue with one of the components across all games, which affects gameplay to the degree that it does not allow the game to be played, The Manufacture will send replacement components to The Publisher for free using the same shipping method used previously.

Replacement of all components will only be available within a period of six months from the time The Publisher receives the game as per the agreed shipping destination.

(B2) Print and Artwork Issues

The Publisher should follow the guidelines and videos provided by The Manufacturer in regards to creating artwork suitable for offset print. If The Publisher sends design files that are not adequately made for print, The Manufacturer will not bear any responsibility towards print issues.

In case of need, The Manufacturer offers set up service of design files for publishers that need them. If The Publisher chooses to use the said service, it will be the Manufacturer’s responsibility to make sure the colors come out well.

On this note, The Publisher fully understands that some games with very rich colors (over 160% of CMYK colors) and large areas of solid colors (over 4x4cm (about 1.57 in)) that contrast similar colors on the same sheet have a higher probability for color issues, and cannot be fully controlled even with The Manufacturer’s set up services. In addition, The Publisher understands that the color printed in mass production might vary from the color printed in the sample by a ratio of up to 20% depending on the color saturation and files provided (blue, purple, and brown will be more noticeable).   

In addition, even if The Publisher hired The Manufacturers’ team to finalize the graphic design set up for the art files, there can still be color variations between pieces that are printed in different machines, using different finishes, dissimilar materials, etc. (e.g., cards, and punchout tokens). 

In case there is a significant printing issue that was not taken care of, and The Publisher has hired The Manufacturer’s set up services, The Manufacturer will reprint the specific components and send them to The Publisher.

(C) Production Lead Time

The Manufacturer is committed to automating production fully or partly to lower the error rate. As such, small orders under 2000 sets will have a 60-day lead time to complete the lead time, and orders above 2000 sets will have a lead time of up to 35 days unless otherwise mentioned in the quotation sheet. 

The lead time starts when the deposit is paid, and the artwork is set for print and confirmed.

If The Publisher has urged The Manufacturer to complete the order sooner than the agreed lead time, the Manufacturer will not bear responsibility for issues that come up. 

If The Manufacturer did not notify The Publisher of problems in production and the order of games was still delayed, the following terms would be held. 

    • Up to 10 days delay – The Manufacturer will put the Publisher’s game as a top priority to complete on time.
    • Up to 30 days – The Manufacturer will send 2% of the games produced by a fast-shipping method. (a faster method than the Publisher chose initially)
    • Over 30 days – The Manufacturer will either send 10% of games in a faster shipping method or refund The Publisher for 10% of the order.

These day counts are all working days and do not include in them Chinese holiday times.

(D) Price

The Manufacturer will not change the agreed-upon price from the time the quotation sheet was confirmed unless one of the clauses above has changed the circumstances. 

The price on the quotation sheet for future orders and larger quantities depends on future prices of raw materials and labor costs. The prices mentioned in the quotation sheet will be used for reference and are obligatory only within the same quarter. 

(E) Quantity

The Manufacturer will do his best to provide the original number of games agreed in this contract. 

As printing is dynamic and The Manufacturer does quality control, the number of final high-quality games produced might exceed or fall short of the agreed-upon quantity. If such a case occurs, The Publisher will not need to pay for the excess number of games, and The Manufacturer will refund The Publisher for the number of games that fell short. 

(F) Payment terms

The standard payment terms are 50% of the order pre-production and 50% after the games were mass-produced and before shipping, unless otherwise was mentioned and written on the invoice sent to The Publisher.

 

3. Safety Testing

 

Products designed to be played by kids (children under the age of 14) should conform to the target market safety regulations. The safety testing includes physical characteristics of the game, flammability, chemical use, and labeling. The Manufacturer uses materials that pass all chemical tests, flammability, and safety concerns (as can be seen in the materials test report) and offers a highly detailed guideline for labeling. 

If The Publisher wishes to issue a specific safety test for their game that includes their game and company name, The Publisher will bear the cost for the testing. 

If any issues at customs or retailers come up regarding safety tests, The Manufacturer will only bear responsibility if The Publisher has paid and got his safety certificates. If The Publisher did not wish his game to undergo testing, it would be their responsibility. 

 

4. IP protection

 

The Manufacturer will not disclose any of the files and technical information of the game with any party outside of The Manufacturer’s supply chain, whether an NDA was signed or not. 

All the game design, components, artwork, rules, art files remain the Publisher’s property and will be provided to the Publisher upon request. As of such, The Publisher is also not bound to the Manufacturer for any additional print runs and can take their manufacturing elsewhere.

If the game becomes widely successful and other Chinese manufacturers copy and sell the games, directly competing with the Publisher, it is not the Manufacturer’s responsibility, though The Manufacturer will do what he can to protect The Publisher from such counterfeits. 

If The Publisher wishes to protect their game against Chinese counterfeiters fully, The Manufacturer can offer a Chinese design patent for an additional cost specified in the quotation system. 

A Chinese design patent will be submitted one month after production is completed and registered in eight months. 

During that time, if The Manufacturer or Publisher finds a counterfeiter of the game, The Manufacturer will act swiftly to shut down the counterfeit operation. 

 

5. Shipping

 

The Publisher can choose to pick up the games from the factory (EXW), ask The Manufacturer to send them to the nearest Chinese port (FOB), have The Manufacturer ship the games to the destination country’s port (CIF), or have The Manufacturer send the games to the Publisher’s warehouse including all Duty and VAT (DDP), or not including Duty and VAT (DDU). 

EXW – the shipping costs will be the responsibility of The Publisher. 

FOB – The Manufacturer will let The Publisher know the trucking price to the Chinese port after the games are produced

CIF DDP and DDU – The Manufacturer will estimate The Publisher prior to the confirmation of the quotation sheet and finalize the price after the games are mass-produced. 

If the games are sent within 35 days of the quotation sheet’s confirmation shipping price should not change more than 20% of its costs. In case it does, The Manufacturer will share 50% of the increased price with The Publisher. 

In DDP and DDU terms, the Manufacturer’s responsibility is to deliver the games and clear customs. If the games do not clear customs, The Manufacturer will provide a full refund of the games. 

In any other shipping term, it will be the Publisher’s responsibility to clear customs, and though The Manufacturer will help in any way possible, The Manufacturer will not be liable for any occurring loss. 

The Publisher will receive the games as per the agreed shipping method in the invoice.

 

6. One time fulfillment

 

The Manufacturer has developed an extensive international supply chain. If The Publisher needs assistance with fulfillment worldwide, The Manufacturer can send games to the US, UK, EU, Canada, and Australia DDP (including all duty and VAT) to several distribution centers, and from there, the distribution centers can send games to end customers/backers.

One-time fulfillment should be used for projects launching on crowdfunding platforms such as Kickstarter and in a Presale format where there is an existing list of customers that need to get their games. This fulfillment includes a one-time fulfillment and is not a long-term fulfillment agreement for E-commerce shops.

All games sent from the specific zones to customers within that zone will be VAT free. 

The Manufacturer’s responsibility is to send the games to the distribution center and clear customs and VAT. It will be the responsibility of The Publisher and The Distribution Center to settle the delivery of the games from the distribution center to the backers unless otherwise specified in writing on the quotation sheet. 

The prices provided by The Manufacturer for delivering the games from the distribution centers to the backers are estimates with a buffer for increased costs. The final costs of fulfillment will be negotiated directly with the distribution center. It should not exceed over 10% of the price provided by The Manufacturer.

In the case prices are over 10%, The Manufacturer will investigate the reason and find solutions acceptable to both parties. If no agreement comes to pass, The Manufacturer will pay 50% of the total increase.  

If The Publisher wishes, they can continue an agreement with the distributor to offer an E-commerce fulfillment solution after the one-time fulfillment was completed. In such a case, The Manufacturer does not hold nor will intervene in their future arrangement.

 

7. Storage in China

 

For publishers who wish to store games in China to increase the production quantity and lower costs or to have time to find a suitable storage solution, The Manufacturer offers a storage facility. The Manufacturer will agree to keep the merchandise in their facilities for The Publisher.

Once The Publisher settles on a new location, The Manufacturer will ship the games to the new location for The Publisher. The shipping price will be calculated anew according to the given global shipping rates of the time the games are sent. The original shipping prices provided in the quotation sheet will not be enforced on the subsequent batches sent.

The prices for storage in China are as follows:

    • First month free of charge.
    • First Quarter (3 months) after the free month – 90USD per CBM (Cubic Meter) or part thereof
    • Second to Fourth Quarter – 180USD per CBM or part thereof
    • Over a year – 200USD per CBM or part thereof

The payment will be made per quarter or part thereof at the quarter’s beginning.

Appendix of Errors of Margins

A. Scratches on some cards

B. Some minor spots of white on cards over 1mm

C. Cutting errors over 3mm (about 0.12 in) on components

D. Thin 0.05mm (about 0.01 in) white lines on the side of cards

E. Imperfect punchout of tokens

F. Gluing margins above 5mm (about 0.2 in)

G. Minor splashes of glue on box, board, and other glued components

H. Stretch marks of lamination or oil varnish burns

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