New Miho Future Cultural & Creative Co., Ltd. is the toy manufacturer behind MIHOX. MIHOX is its international brand identity, not a separate legal entity. New Miho owns and operates the Meihui and Boyuan factories in Dongguan, Guangdong, China.

These terms describe our standard commercial framework. They form part of a specific order only to the extent they are expressly incorporated into the applicable quotation, proforma invoice (PI) or contract, or otherwise accepted by both parties in writing. Nothing on this page overrides a signed project agreement.

They are intended for business customers — brands, IP owners, designers, studios, distributors and their authorized agents — for OEM and ODM manufacturing. They are not intended for consumer retail purchases. Mandatory rights that applicable consumer law gives to a buyer are not excluded by this page. The New Miho entity named in the quotation, PI or contract is the seller. If no entity is named, the contracting entity must be confirmed in writing before production.

How the documents fit together. Each project document governs the matters it specifically addresses. The signed contract governs the general commercial terms; the PI and quotation govern the commercial details stated in them; the quality agreement governs inspection and acceptance; the NDA governs confidentiality. If documents conflict, the express order-of-precedence clause in the signed contract controls. This page yields to those documents.

A quotation is an estimate for the scope and information available at the time. It is valid for the period stated in the quotation and may be revised if the file, quantity, material, finish, packaging or schedule changes. A quotation does not by itself authorize production.

An order is accepted only through the written acceptance process stated in the quotation or contract. A purchase order, email or deposit does not create an accepted order unless we confirm it in writing. Production scheduling begins when the agreed deposit, approved sample and required production information have been received, unless otherwise agreed in writing. We may decline an order where capacity, tooling, compliance, sanctions or a conflict of interest makes it unsuitable.

• The client is responsible for the accuracy of files, dimensions, artwork, references and licensing information.
• Changes after quotation may require a new price, a new sample, a new mold or a new delivery date.
• Estimated lead times start after written order, deposit, approved sample and all required information are received.

The client retains ownership of its artwork, characters, designs, 3D files, brands and other intellectual property. The client grants New Miho a limited license to use those materials only to quote, prototype, tool, manufacture, inspect, pack and ship the client's order.

The client warrants that it owns or controls all rights needed for the project, including licenses for characters, logos, likenesses and third-party materials. The client will indemnify New Miho against third-party claims arising from client materials, except to the extent caused by New Miho's unauthorized use or negligence.

If a third-party claim arises, the party receiving it must notify the other promptly in writing. The client controls the defence of claims arising from its materials, with our reasonable cooperation. Neither party may settle a claim in a way that admits the other's fault or creates an obligation for the other without written consent. This process does not limit our responsibility for unauthorized use or negligence.

• No transfer of client IP is implied by an order, quotation or payment. The manufacturing license ends when the order is complete, except for records we must retain.
• New Miho may use general manufacturing know-how, standard mold design and process knowledge developed during the project.
• General know-how does not include client-exclusive artwork, characters, 3D files or brand assets. Those remain the client's and are not reused for other clients.
• Client names, artwork and unpublished products are not used in public marketing without written permission.
• Confidential files are handled under the NDA and the project contract.

A pre-production sample is submitted for client review. The approved physical sample — the golden sample — and the written specification become the reference for mass production. Approval must be in writing, using the method stated in the quotation or sample approval form: signature, email or a signed sample approval sheet. The approval should identify whether it covers appearance, color, dimensions, material, finish, assembly and packaging. If the client delays approval, the production schedule moves accordingly.

Tooling is project-specific. The quotation or PI must itemize the tooling fee, ownership, deliverables, storage period, maintenance, transfer conditions, third-party production rights and cancellation settlement. Client-paid product-specific tooling may be owned by the client, while standard mold design and manufacturing know-how remain with New Miho unless agreed otherwise.

• The quotation states the tooling payment schedule and whether any part of the tooling fee is non-refundable. A fixed non-refundable amount must be disclosed before payment.
• On cancellation, we account for completed tooling work, committed costs and non-cancellable purchases. This may be less than the full fee where work has not been performed.
• Tool life depends on product design, material, process, maintenance and production conditions. Any expected life or shot count must be stated in the quotation or contract.
• Storage beyond the agreed production period, reactivation, modification, return or transfer may incur cost and must be agreed in writing.
• Transfer to another producer requires written agreement, settlement of outstanding amounts and identification of the molds, fixtures and technical files included. Standard mold design and process know-how are not transferred unless expressly agreed.
• If a mold is dormant, we will contact the client. Disposal or return follows written instructions and applicable law; we do not treat silence as consent to dispose of client property.

Production follows the approved sample, written specification and agreed quality plan. The AQL level, inspection method and sample size must be stated in the quotation, quality agreement or contract. If they are not stated, the parties must agree them before mass production.

Color, dimension and finish tolerances are defined by the approved sample and written specification. Plastic shrinkage, manual painting, material batches and process variation can produce minor differences. Any numeric color or dimension tolerance must be stated in the project documents; it is not implied by this page.

Inspection and claims

• Inspect the goods promptly after delivery. Unless the contract or quality agreement says otherwise, visible defects and quantity shortfalls should be reported within 15 days of delivery.
• Latent defects that could not reasonably be found on normal inspection should be reported promptly after discovery. The 15-day period is a visible inspection window, not an automatic waiver of latent defects or mandatory rights under applicable law.
• Include photos, quantity, SKU, batch, delivery documents and inspection details. We may ask for samples or a joint re-inspection.
• The quality agreement should state the inspection location, sampling plan, defect classification, whether third-party inspection is allowed, re-inspection and independent testing, and how costs are allocated.
• Where a defect is confirmed and exceeds the agreed AQL or specification, the remedy may be repair, replacement, credit or refund as stated in the contract or quality agreement. Where applicable law gives the client other rights, those rights are not excluded.
• Claims do not cover damage caused by shipping, storage, misuse, unauthorized modification or normal wear.

We do not guarantee that manual color matching will be identical to a digital screen or Pantone reference. The approved physical sample is the color reference.

Prices are stated in the quotation and PI. Unless the quotation says otherwise, prices exclude freight, insurance, import duties, taxes, bank charges and any destination fees. Packaging, inspection, testing, certification and export-document costs are included only where the quotation says so. The currency, payee and payment method are stated in the PI.

Where the balance is tied to shipment, the PI must state whether “shipment” means release from the factory, handover to the carrier or another named point. A third-party inspection, nominated forwarder or credit arrangement may change the release sequence and must be recorded in the PI.

Late payment may lead to written notice, suspension of production, holding of shipment or reasonable recovery costs, with the schedule adjusted accordingly. Payments are not set off against unrelated claims unless agreed in writing. The client is responsible for its own bank charges and currency conversion costs.

The tooling fee is not a production deposit. Refund and cancellation treatment follows section 4 and the quotation or contract. Production deposits cover materials, components and capacity reserved for the order.

Unless the quotation or contract says otherwise, shipments are made on EXW or FOB terms under Incoterms 2020. The PI must state the exact Incoterm, the named place or port, the packing method and the freight arrangement. A generic reference to EXW or FOB is not enough to fix the delivery point.

• Risk passes according to the agreed Incoterm and its named place or port. Title passes as stated in the contract or, if silent, when payment is received in full, subject to applicable law.
• Export and import clearance follow the agreed Incoterm. The PI should state which party handles export clearance, freight, insurance and import entry.
• Lead times are estimates based on the agreed schedule. They start after deposit, approved sample and complete production information.
• The client is responsible for import clearance, duties, taxes, destination charges and market-access requirements in the destination market. We remain responsible for manufacturing to the agreed specification, the testing and records expressly included in the contract, and applicable manufacturing obligations.
• We provide the commercial invoice, packing list and other shipping documents agreed in the PI. Certificates and legalization are provided where agreed and may incur cost.
• Insurance is for the client's account unless the contract says otherwise. We recommend cargo insurance for every shipment.

Claims for visible shipping damage should be raised with the carrier and us promptly. We will assist with the carrier claim but are not the insurer.

Confidential project information is handled under the NDA and project contract. Without an NDA, we still apply need-to-know access and do not publish client files, but the NDA is the governing confidentiality document. This section is a summary, not a replacement for the NDA.

Personal data is handled under the Privacy Policy. The client is responsible for ensuring that any personal data it sends — such as a person's likeness or contact details — may be used for the project.

Product compliance

• The client is responsible for the safety, labeling, licensing and market-access requirements of the destination market.
• We manufacture to the approved specification and provide the manufacturing records, test reports or certificates agreed in the contract. A certificate's scope is limited to what it states.
• If we identify a safety concern in an approved design or instruction, we will notify the client and may pause the affected work until the issue is resolved in writing.
• If the client provides third-party IP or a person's likeness without authorization, we may pause the project and ask for evidence of permission.
• This allocation does not remove our responsibility to manufacture to the agreed specification or to comply with applicable manufacturing law.
• We may decline an order that involves a sanctioned party, prohibited product, unsafe design or unlawful instruction.
• Both parties comply with applicable anti-bribery, anti-corruption, customs and trade laws.

Cancellation

The client may request cancellation in writing. Cancellation is effective when we acknowledge it in writing. We will respond within a reasonable time and confirm the settlement basis. Cancellation does not remove liability for work already performed, materials ordered, tooling started, samples made or capacity reserved. Tooling is settled under section 4 and the quotation. Non-cancellable components and custom materials may be charged in full.

We may suspend or terminate for non-payment, repeated specification changes, unlawful instructions, sanctions or a material breach that is not cured within a reasonable period. The client remains responsible for work performed and commitments made before termination.

Liability

Liability is allocated in the signed contract. As a general framework, and only to the extent permitted by law, our aggregate liability for a claim arising out of an order is limited to the fees paid to us for the affected order. The contract may set a different cap or specific carve-outs for product defects, IP indemnity, confidentiality, personal injury, fraud or wilful misconduct. We are not liable for indirect, incidental, special or consequential loss, lost profit, lost production, delay costs or reputational harm, except where the law does not allow that exclusion.

This page does not create a separate cap for claims that cannot be limited by law. It does not exclude liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any liability that cannot be excluded. The client is responsible for mitigating its loss and for insuring its own risks where appropriate. The final allocation should be reviewed by counsel in the governing jurisdiction.

Force majeure

Neither party is liable for delay or failure caused by an event genuinely beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, port closures, strikes, power restrictions, government action or a material supply-chain failure that could not reasonably have been avoided or mitigated. General supplier delay, price movement or capacity shortage is not automatically force majeure.

The affected party must notify the other promptly, describe the event, its expected impact and duration, and use reasonable efforts to reduce the effect. If the event continues for a material period, either party may terminate the affected order and settle for work properly performed, materials committed and unavoidable costs.

Governing law

Unless the signed contract says otherwise, these terms and any order are governed by the laws of the People's Republic of China. The parties will first attempt to resolve a dispute through good-faith negotiation. If negotiation fails, the dispute will be submitted to the courts at the seller's place of business, unless the contract provides for arbitration or another forum.

The signed contract should state whether the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies or is excluded. This page does not assume either position. A Chinese law and court clause does not by itself guarantee recognition or enforcement in every jurisdiction; the dispute clause should be reviewed by counsel for the countries involved.

Changes

We may update this page to reflect changes in our standard framework. The version in force when the order is accepted applies to that order. A signed contract, PI or written variation controls if it differs from this page. We do not change an agreed order by updating this page alone.

General

If a provision is found unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver. The client may not assign an order or claim without our written consent. The signed documents and any terms expressly incorporated into them are the entire agreement for the order. This page alone is not the entire agreement and does not become part of an order unless expressly incorporated or accepted by both parties in writing. Headings are for convenience only.

Notices and contact

Formal notices must be in writing and sent to the addresses below. Email is effective when acknowledged in writing; if no acknowledgement is received, send a copy by post. A bounced or undelivered email is not effective notice. Postal notice is effective when delivered or refused at the stated address. Each party must keep its notice address current.

Contract questions: [email protected].

New Miho Future Cultural & Creative Co., Ltd.
MIHOX is its international brand identity.
Dongguan, Guangdong, China

Legal notice address:
MIHOX Legal Contact, Meihui Factory, 1st Floor, Building A, No. 139 Yuquan Road, Huangdong Village, Fenggang Town, Dongguan, Guangdong, China.

Factory addresses:

• Meihui: 1st Floor, Building A, No. 139 Yuquan Road, Huangdong Village, Fenggang Town, Dongguan, Guangdong, China.
• Boyuan: No. 129, Dongfeng Road, Jiuxiang Village, Qingxi Town, Dongguan, Guangdong, China.