These Terms & Conditions of Sale ("Terms") govern all offers, quotations, sales and deliveries of spill‑control products (including spill containment pallets, absorbents, spill kits, containment berms, drain protection products and related items) manufactured and sold by Upquark Safety (referred to as "Upquark Safety,", "Upquark," "we," "our" or "seller") through the website upqrk.com or via direct order. We are headquartered in Ningbo, China and are committed to designing products with safety built into every detail, expanding our product categories to meet customers’ one‑stop purchasing requirements and complying with local laws and environmental regulations. By placing an order, submitting a purchase order, accepting delivery of goods or using our website, you (the "buyer") acknowledge that you have read, understood and agree to be bound by these Terms.
Our address (Room 1019, Tower B, Modern Yonggang Building, No. 188 Jinhua Rd, Ningbo City, Zhejiang Province, China)
2.1 These Terms apply to all sales of goods by Upquark, notwithstanding any conflicting, contrary or additional terms contained in any purchase order or other communication from the buyer. Any such terms are deemed rejected unless expressly accepted by Upquark in writing.
2.2 We reserve the right to amend these Terms at any time. Updated Terms will be posted on our website and will apply to orders placed after the update date. Continuing to place orders constitutes acceptance of the updated Terms.
3.1 Quotations issued by Upquark are valid for fifteen (15) calendar days from the date of issue, unless otherwise stated, and are subject to availability.
3.2 Purchase orders must specify at minimum: product description, quantity, unit price, delivery term (Incoterm®), delivery location and requested delivery date. An order is not binding until Upquark issues a written order confirmation. We may refuse orders at our discretion, for example if products are unavailable or if the buyer has outstanding invoices.
3.3 Once confirmed, orders cannot be cancelled or modified without Upquark’s written consent. Changes may result in additional charges or adjusted delivery dates.
4.1 Prices quoted by Upquark are exclusive of taxes, duties, customs charges, value added tax, shipping costs and insurance. Such charges shall be paid by the buyer in addition to the price of goods unless otherwise agreed.
4.2 Payment must be made in the currency specified on the invoice. Upquark accepts payments via bank wire transfer (T/T), letter of credit, documentary collection or other methods approved by us.
5.1 Production lead times depend on product type and quantity. The estimated lead time will be specified in the quotation or order confirmation. Because our products are custom‑manufactured to meet specific spill control needs, production may commence immediately upon order confirmation.
5.2 If the buyer requests changes to specifications, materials or quantities after order confirmation, lead times and pricing may be adjusted. Upquark will provide revised terms for the buyer’s approval.
6.1 All deliveries are made according to the Incoterm® specified in the order confirmation. Unless otherwise agreed, Upquark typically offers FOB (Free on Board) Ningbo Port or EXW (Ex Works) factory terms. Under EXW, Upquark fulfils its obligation by making goods available at our facility; the buyer is responsible for arranging carriers and bears duties, taxes and all expenses associated with receiving the goods. Under FOB terms, Upquark’s responsibility for the risk of loss or damage ends once the goods pass the ship’s rail at the port of loading, and we pay the loading fees. From that point, the buyer bears all costs and risks during transportation.
6.2 The risk of loss or damage to goods passes to the buyer in accordance with the agreed Incoterm®. Unless specifically agreed in writing, Upquark is not responsible for customs clearance at the destination, duties, taxes or any import permits.
6.3 Upquark packs goods securely and in accordance with safety regulations. Title to goods passes to the buyer when risk of loss passes, unless agreed otherwise. The buyer agrees to arrange insurance for the goods during transit, particularly under EXW or FOB terms.
6.4 The buyer shall be responsible for providing accurate shipping information and for any additional fees incurred due to incorrect or incomplete delivery details.
7.1 Our products are designed with a deep focus on safety and quality management systems, and we select environmentally friendly materials and comply with local laws and regulations.
7.2 If goods fail to conform to this warranty, Upquark’s liability is limited, at its election, to one of the following remedies: (i) refund of the purchase price for the goods (less reasonable usage), (ii) repair of the goods, or (iii) replacement of the goods. The buyer must return defective goods with evidence of purchase within time on the contract after discovery of the defect.
7.3 This warranty does not cover damage resulting from misuse, negligence, improper installation, lack of reasonable maintenance, accident, modification or abuse by anyone other than Upquark. No other express or implied warranties, including warranties of merchantability or fitness for a particular purpose, are made.
7.4 Upquark’s sole liability for infringement of third‑party intellectual property rights is to procure the right for the buyer to continue using the goods, replace or modify the goods, or refund the purchase price.
8.1 Returns of non‑defective goods require Upquark’s prior written consent. Goods must be returned in original packaging and in new, resalable condition. Restocking fees may apply.
8.2 For repairs outside of warranty, the buyer will be charged for parts, labor and shipping. Repair estimates will be provided for buyer approval before work commences.
9.1 All trademarks, logos, product designs, images, text and other content on our website or contained in goods are the intellectual property of Upquark or its licensors. The buyer does not acquire any right or license to use these materials except as necessary to use or resell the goods.
9.2 You may download product data sheets and use content from our site solely for your internal business purposes. You may not reproduce, distribute, modify or display any part of our website without prior written permission.
10.1 In no event shall Upquark be liable for indirect, special, incidental, consequential or punitive damages, including loss of profits, business interruption or loss of data. The buyer’s recovery for any claim shall not exceed the purchase price of the goods giving rise to such claim, regardless of the theory of liability.
10.2 Upquark shall not be liable for any claims arising from compliance with the buyer’s designs, specifications or instructions, or from modifications or repairs performed by the buyer or third parties.
11.1 The buyer is responsible for obtaining any import licenses, permits or approvals required for the import and use of goods. The buyer must comply with all applicable laws and regulations, including customs, environmental, safety and health regulations in the country of destination.
11.2 The buyer shall not use, sell or transfer the goods in any manner that violates export control laws, sanctions or embargoes of the People’s Republic of China, the United States, the European Union or other applicable jurisdictions. The buyer agrees to indemnify Upquark for any penalties or damages arising from the buyer’s non‑compliance.
12.1 Upquark shall be excused from any delay or failure in performance to the extent caused by circumstances beyond our reasonable control, including but not limited to natural disasters, acts of war, terrorism, fire, strikes, labor disputes, pandemics, riots or governmental actions. Our obligations will be extended on a day‑to‑day basis for the duration of the event.
13.1 These Terms and all contracts of sale shall be governed by the laws of the People’s Republic of China. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Any disputes arising out of or relating to these Terms, the purchase or use of goods, or transactions with Upquark shall be submitted to the jurisdiction of the courts in Ningbo, Zhejiang Province, China. Upquark reserves the right to bring suit in any jurisdiction where the buyer has assets or carries on business. Nothing in this clause limits either party’s right to seek injunctive or equitable relief.
14.1 No waiver by Upquark of any breach of these Terms shall be deemed a waiver of any other or subsequent breach. Failure to enforce any provision shall not constitute a waiver.
14.2 If any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall be modified to reflect the intent of the parties and enforced as modified; all other provisions shall remain in full force and effect.
14.3 The headings in these Terms are for convenience only and shall not affect interpretation.
14.4 The buyer may not assign or transfer any rights or obligations under these Terms without Upquark’s prior written consent.
For questions regarding these Terms or your order, please contact:
By purchasing or using Upquark products, you acknowledge and agree to these Terms. Our commitment to safety, quality and regulatory compliance is reflected not only in our products but also in our contractual obligations. These Terms are designed to clearly outline responsibilities, minimise disputes and protect both parties in international transactions.
