1. Who we are and who these terms apply to
Holden Pak is the trading name of Shanghai Senqi Packaging Co., Ltd., incorporated in the People’s Republic of China, with its registered address at Room J, Area B, 12th Floor, Building 1, No. 399 Zhongren Road, Jiading District, Shanghai, China. “We”, “us” and “our” mean that entity. Our website is www.holdenpak.com. For orders or questions about these terms, contact support@holdenpak.com.
We supply custom and other packaging to business customers. “Customer” and “you” mean the business purchasing our goods or services, or the person using our website where the context requires. Anyone placing an order for a business must have authority to bind it. The sales provisions are intended for purchases made for business purposes. Mandatory rights that cannot lawfully be excluded remain unaffected.
These terms cover use of our website and, when incorporated into an order, the supply of packaging, samples and related services. An inquiry is not a purchase commitment. We provide these terms before an order is accepted; simply browsing the website or submitting an inquiry does not create a sales contract.
2. Using our website
You may use our website to learn about our products and communicate with us for lawful business purposes. Do not submit unlawful or infringing content, introduce harmful software, attempt unauthorised access, impersonate another person or disrupt the website. We may restrict access where reasonably necessary to address misuse, security issues or maintenance.
Website text, images, designs and other materials belong to us or their respective owners. You may view them and retain reasonable copies for evaluating a purchase. Other reproduction, resale or commercial reuse requires the relevant owner’s permission. No trademark or design licence is granted merely by visiting the website.
Product images, website prices, examples and estimated lead times are general information unless incorporated into an accepted order. We may correct website errors and update future offerings. Such updates do not change an existing contract. We aim to keep the website useful but do not guarantee uninterrupted availability. Third-party links are provided for convenience and their operators control their content and services.
3. Quotations and formation of a contract
A quotation states its currency, validity period and pricing assumptions. If it has no expiry date, obtain written reconfirmation before ordering. Unless expressly stated to be a binding offer, a quotation is an invitation to submit an order. Your purchase order or written request to proceed is an offer to buy.
A contract is formed when we send a written order confirmation expressly accepting that offer. An automated acknowledgment, inquiry response or pro forma invoice alone is not acceptance. If our proposed confirmation changes your offer, those changes require your written acceptance before the contract is formed. Money received for an order we decline will be returned.
The order confirmation identifies the goods, quantity, specifications, price, payment stages and delivery arrangement. Written communications include emails that identify the sender and order. You must promptly tell us if a confirmation does not match your instructions. Silence does not approve a changed specification or artwork proof.
If documents conflict, the following order applies: a separately signed supply agreement; the order confirmation and expressly agreed written variations; the incorporated quotation and technical specifications; then these terms. A later approved proof governs artwork and layout only, unless another change is expressly agreed. Standard terms in your purchase order do not apply unless we expressly accept them in writing.
4. Prices and payment
The accepted quotation or order confirmation specifies the deposit, balance, due dates, currency and permitted payment method. There is no standard deposit percentage under these terms. Design, samples, printing plates, dies, tests, packing, freight, insurance, taxes and duties are included only to the extent stated in the order documents.
We may require cleared funds for the agreed payment stage before starting the corresponding work or releasing goods. Bank and intermediary charges are allocated as stated in the quotation; we will not add undisclosed service charges. Verify any request to change bank details through a previously established contact channel before paying.
Before acceptance, changes in the requested specification, quantity, destination or market costs may require a revised quotation. After acceptance, the price may change only under an express adjustment mechanism in the accepted contract or a written change agreed by both parties. We will explain the effect of any proposed change before proceeding.
Notify us promptly of a genuinely disputed invoice and pay the undisputed portion on time. If an undisputed amount is overdue, we may give written notice and, after a reasonable opportunity to remedy the default, suspend affected work or dispatch. Any late-payment interest must be expressly agreed or recoverable under applicable law and must not exceed a lawful limit. Suspension does not permit double recovery of costs.
5. Specifications and intended use
Before ordering, provide the required dimensions and whether they are internal or external, materials, thickness or weight, construction, printing, finish, quantity, destination and intended use. Tell us about product weight, temperature, moisture, grease, food contact, filling equipment, storage or other performance requirements that may affect suitability.
We will supply goods that materially conform to the agreed specification, approved production reference and expressly agreed tolerances. Substitutions affecting material, appearance, function or an agreed certification require your written approval. We remain responsible for the obligations we expressly accept, including where we use subcontractors.
You are responsible for testing suitability for your actual products and processes before full use, particularly where you choose the specification or do not disclose a special use. This does not excuse our failure to meet an agreed requirement. Food-contact, barrier, migration, transport or other testing is included only where its scope and applicable standard are expressly agreed, without excluding duties imposed on us by law.
6. Artwork and approval for production
You must have the rights needed for us to use the logos, artwork, text and other materials you provide. Supply print-ready files in the agreed format. Review each proof for spelling, images, dimensions, layout, cut lines, print position, colours, barcodes, QR codes and required legal statements. Our technical file check is not a legal review or a guarantee that every content error will be detected.
Production starts only after we have the required payment, final specifications and your express written approval of the identified proof or sample. An email approval should identify the file or sample version. We do not treat a failure to reply as approval. A revised proof requires fresh approval.
You bear responsibility for an error contained in the version you supplied or approved to the extent the error was not caused by our breach. We remain responsible for unauthorised deviations from that version, production defects and work we expressly undertook to perform. Approval does not waive a claim for defects that the proof could not reveal.
7. Samples and production tolerances
A digital mockup illustrates layout and is not an exact colour or material reference. A blank sample normally demonstrates structure; a printed prototype may use a different process from the production run. The order must identify whether a sample is illustrative or is an approved reference for particular characteristics. Sample charges, shipping and any credit against a later order are agreed separately.
Colour and surface appearance may vary with paper, recycled fibres, ink, coatings, lighting and print process. For critical requirements, agree a physical reference, colour standard, measurement method and acceptance tolerance before production. We do not promise an exact match to a screen display. Normal variation does not excuse failure to meet an expressly agreed measurable standard.
Dimensional, cutting, print-registration, material and quantity tolerances must be disclosed in the quotation or specification and agreed before the order is accepted. These terms do not impose a blanket percentage or millimetre tolerance. Any agreed overrun or underrun must state how delivered quantities will be counted and invoiced. We will not charge for unapproved excess units; shortages require a proportionate credit, refund or agreed make-up delivery.
Repeat orders may vary from an earlier run unless an earlier sample or specification is expressly adopted as the new production reference. We will not substitute a different material or finish without approval where it affects an agreed requirement.
8. Environmental and regulatory statements
Any claim about recycled content, recyclability, compostability, responsible sourcing or certification applies only to the product and scope identified in the order documents or supporting evidence. Do not assume that every product carries the same certification. Recycling and composting outcomes depend on the complete packaging design, contamination, local collection systems and available facilities.
Tell us the destination market and any required labelling, testing or certification before ordering. Each party is responsible for legal obligations assigned to it by applicable law. You are responsible for customer-supplied product claims and labels and for your own importer, brand-owner or producer obligations. We remain responsible for our own statements and expressly agreed compliance requirements. Do not use certification marks without the necessary authorisation.
9. Production schedules and customer delays
Production lead time begins when the agreed prerequisites are complete, including payment, specifications and proof or sample approval. Production time is separate from transit and customs clearance. Dates are estimates unless the order expressly identifies a binding deadline and its agreed consequences. Tell us before ordering if delivery is needed for a launch or other fixed event.
We will notify you of a material delay we become aware of and give a revised estimate. Changes, late approvals or missing information may affect the schedule. If your delay requires new costs or rescheduling, we will explain and seek agreement before incurring additional chargeable work. We do not automatically forfeit a deposit because you have not replied.
If we materially miss a binding deadline for reasons within our responsibility, you may give a reasonable written period for performance. If we still fail, you may cancel the affected undelivered part and receive a refund of the corresponding payments. Other remedies are subject to Section 16 and mandatory law. Section 17 addresses events outside reasonable control.
10. Order changes and cancellation
Request changes or cancellation in writing as soon as possible. We will confirm whether work can be stopped and identify any effect on price or timing. You must not assume a change has been accepted until we confirm it. Production already completed cannot normally be altered.
If you cancel for convenience before production, you must pay for authorised work already performed and reasonable, evidenced, non-cancellable commitments made for the order. After production begins, those commitments may include the affected goods, materials, tooling and labour, so a refund may be small or unavailable. We will take reasonable steps to limit avoidable loss and deduct savings or recoveries, without charging twice for the same item.
We will provide an account of cancellation charges, credit payments already received and return any excess. Cancellation charges will not exceed the unpaid and paid value of the cancelled work plus separately authorised external costs. Approved refunds are initiated within 10 business days after the amount and return arrangements, if any, are agreed; bank processing may take longer.
Custom goods cannot be returned merely because you change your mind or because a customer-supplied and approved specification is unsuitable. This does not remove the remedies for defects or our breach under Section 12. If we cancel for reasons other than your breach or an event covered by Section 17, we refund payments for work or goods we will not provide, without prejudicing other applicable remedies.
11. Shipping and international delivery
The order confirmation must identify the transport arrangement, delivery point and applicable rule, written as the chosen Incoterms® rule, named place or port, and “Incoterms® 2020”. Where no rule is stated, the parties must agree the allocation of transport costs and risk in writing before dispatch. These terms do not silently select EXW, FOB, DAP or DDP.
The agreed Incoterms® rule and any express modification govern delivery, risk, transport costs, insurance obligations and export or import formalities. Payment of freight does not itself establish when risk passes. Title is addressed separately in Section 13. Taxes and duties are allocated consistently with the accepted delivery term, so a general exclusion does not override a specifically agreed duty-paid arrangement.
Each party must provide accurate information and documents for the clearance obligations it has accepted. Tell us any special documentary or importer requirements before ordering. We do not agree to act as importer of record merely by providing a freight estimate. Neither party may request false invoices, misdescriptions or unlawful customs declarations.
Provide an accurate delivery address, contact and unloading arrangements. Reasonable additional costs caused by your incorrect instructions or failure to take agreed delivery may be charged with supporting details. Split shipments, storage charges and any change of transport method affecting price or timing require prior agreement, except for reasonable urgent measures needed to protect goods.
If goods are damaged or lost in transit, notify us promptly and preserve carrier evidence. The party responsible under the agreed delivery term must pursue the relevant carrier or insurance claim, with reasonable assistance from the other party. Risk transfer does not release us from responsibility for nonconformity or inadequate packing attributable to us before that transfer.
12. Inspection and remedies for defective goods
Check the number and condition of shipping cartons on receipt and record visible damage or shortages on the carrier document where practicable. Inspect the goods promptly. Report visible defects or shortages to support@holdenpak.com within 7 calendar days of receipt. For defects that a reasonable initial inspection would not reveal, notify us within 7 calendar days after discovery and within 6 months of receipt, subject to any mandatory rights or longer period expressly agreed.
Provide the order number, affected quantity, batch details if available, photographs and a description of the issue. Retain representative goods and shipping materials, and give us a reasonable opportunity to inspect. Do not dispose of or return goods without agreed instructions unless necessary for safety or required by law. Take reasonable steps to prevent avoidable additional loss.
A delivery signature confirms receipt and is not acceptance of hidden defects. An incomplete initial report may be supplemented within a reasonable period. A late notice affects a claim only to the extent permitted by the governing law; it does not exclude rights that cannot lawfully be restricted.
For a substantiated failure to meet the agreed requirements, we will, acting reasonably, repair, replace or refund the affected goods, or agree another proportionate remedy. We bear reasonable agreed return and replacement delivery costs attributable to our defect. If repair or replacement is not feasible within a reasonable period, we will refund the affected goods. A credit instead of a refund requires your agreement.
Remedies do not cover damage caused after the agreed risk transfer by unsuitable storage, misuse or alteration, or a customer-supplied error correctly reproduced, except to the extent our breach caused the problem. Normal variation within an expressly agreed tolerance is not a defect. These provisions do not prevent mandatory remedies and are subject to Section 16.
13. Ownership of goods
Risk and ownership are separate. Ownership of the goods passes when we receive full payment for those goods, to the extent this reservation is valid under applicable law. Until then, keep unpaid goods identifiable where reasonably practicable and do not pledge them. Any resale or processing rights and local registration requirements must be agreed where relevant. This clause does not authorise unlawful entry or repossession.
14. Intellectual property and confidentiality
You retain ownership of materials you supply. You grant us a limited licence to use them only to quote, design, manufacture and fulfil your order, including through suppliers who need access for that purpose. Public use of your name, logo, artwork, project images or printed samples requires separate written permission.
We retain our pre-existing know-how, standard templates and manufacturing methods. Rights in separately commissioned design files and ownership, storage, maintenance and release of dies, plates and other tooling must be recorded in the quotation. A setup charge does not, by itself, transfer intellectual property or tooling ownership. Agreed rights are not changed by this provision.
Each party must protect the other’s non-public designs, pricing, specifications and business information, use it only for the relationship, and share it only with people who need it and are bound by appropriate confidentiality obligations. This does not cover information already lawfully known, independently developed, lawfully received without restriction or public without a breach. Required legal disclosure is permitted, with advance notice where lawful. A signed confidentiality agreement prevails if it provides stronger protection.
15. Customer materials and third party claims
You are responsible for ensuring that customer-supplied materials and instructions do not infringe third-party rights or require unlawful printing. To the extent permitted by law, you will reimburse reasonable damages and defence costs arising from a third-party claim caused by your breach of that obligation. This does not extend to our unauthorised modifications or our own breach.
We must promptly notify you of the claim, provide reasonable cooperation and allow you to participate in its defence. Neither party may agree a settlement that imposes an admission, payment or other obligation on the other without that party’s consent, which must not be unreasonably withheld. This obligation is subject to the liability provisions below.
16. Liability
Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Agreed remedies and express product commitments remain subject to this section, not replaced by a general “as is” disclaimer.
Subject to the preceding paragraph, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, business opportunity or goodwill arising from the order. Reasonable direct costs of an agreed defect remedy under Section 12 are not excluded by that wording.
Subject to the exclusions from limitation above, each party’s total aggregate liability arising from an order, including claims under Sections 12 and 15, is limited to 100% of the total price paid or payable under the affected order. The cap does not reduce the customer’s obligation to pay an agreed price or cancellation amount, or our obligation to return money for goods or work not supplied. Liability arising solely from website use and not an order is governed by applicable law, subject only to the exclusions lawfully stated here.
Each party must take reasonable steps to reduce recoverable loss. No party can recover twice for the same loss. The enforceability of these limitations remains subject to applicable law.
17. Events outside reasonable control
Neither party is responsible for a failure caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, such as a natural disaster, war, government restriction or major transport interruption. A rise in costs or shortage of funds alone does not qualify. The affected party must notify the other promptly, explain the likely impact and take reasonable steps to reduce disruption.
Only obligations actually affected are suspended, and only for the necessary period. Amounts due for goods or services already provided remain payable. If the event continues for 60 calendar days, either party may terminate the affected unperformed part by written notice. We will refund payments allocated to goods or work not supplied, except for completed deliverables the parties agree you will receive and pay for. We will account for all retained amounts.
18. Suspension and termination
Either party may terminate an affected order if the other commits a material breach and fails to remedy it within 14 calendar days after written notice describing the breach. A breach that cannot be remedied, or performance that would be unlawful, may justify immediate termination to the extent permitted by law. We may suspend affected work immediately where reasonably necessary to prevent unlawful performance or serious security harm.
On termination, the parties must account for payments, completed conforming goods and authorised work. Charges for customer cancellation under Section 10 do not apply where you properly terminate for our unremedied breach. Accrued rights and provisions intended to survive, including confidentiality, payment, liability and dispute resolution, continue as appropriate. Suspending website access does not by itself cancel an accepted order.
19. Governing law and disputes
These terms and the contract are governed by the laws of the People’s Republic of China, subject to mandatory rules that apply regardless of a choice of law.
The parties will first seek to resolve a dispute through good-faith discussions between authorised representatives. If it remains unresolved after 30 calendar days following written notice, the courts of Shanghai, China will have exclusive jurisdiction, subject to mandatory law. Either party may seek urgent protective relief when needed. Negotiations do not prevent action necessary to preserve a legal time limit.
20. Notices and general provisions
Send order notices to the contact identified in the order confirmation and legal notices to support@holdenpak.com or our registered address. Keep your contact details current. Important approvals, cancellations and breach notices should identify the order and be acknowledged. If an email fails or receipt is uncertain, use another agreed channel. “Business day” means a weekday excluding public holidays in Shanghai, China.
Personal information is handled as explained in our Privacy Policy at https://www.holdenpak.com/privacy-policy. Agreeing to these terms is not consent to optional marketing. We may update these terms for future use and orders, but an accepted order remains governed by the version incorporated when it was formed unless both parties agree otherwise in writing.
If a provision is unenforceable, the remaining provisions continue to the extent lawful. A failure to enforce a right is not a waiver. The documents identified in Section 3 form the agreement for the order; no provision excludes liability for fraud or other non-excludable rights. Changes to an accepted order must be agreed by authorised representatives in writing.
