Zyntral Terms and Conditions

The website and associated services are operated by ZYNTRAL LLC, a limited liability company incorporated in the United States (hereinafter, "Zyntral", "we" or "the company").

When a contract, commercial proposal, service order or specific addendum establishes different conditions, that document shall prevail over these Terms to the extent of any conflict.

By accessing the website, requesting a quote, contracting services, using client accounts or submitting commercial information to Zyntral, the client declares to have read, understood and accepted these Terms.

If acting on behalf of a company, you confirm that you have sufficient authority to bind that company.

Zyntral acts as an operator for coordination, management and international operational support. Its services may include supplier search, negotiation assistance, audits, inspections, production monitoring, document management, logistics, warehouse coordination, fulfillment, dropshipping, WMS/OMS, after-sales support and other services related to importing and China-international operations.

Quotes are commercial estimates based on information available at the time of issuance. They may vary due to supplier changes, weight, volume, Incoterms, routes, fuel surcharges, exchange rates, tariffs, customs inspections, warehouse availability or market conditions.

A service order shall be deemed accepted when the client confirms in writing, makes the corresponding payment, or begins using the requested service.

Zyntral may divide a project into phases: analysis, sourcing, production, inspection, transport, storage, fulfillment, after-sales and operational closure. Each phase may require independent acceptance and payment.

The client must provide complete, accurate and up-to-date information about products, quantities, specifications, materials, certificates, brands, intended use, destination country, delivery address, tax details, registered importer and applicable restrictions.

The client is responsible for verifying the legality of importing, marketing and selling their products in the destination country, unless Zyntral has expressly assumed in writing a specific verification or consulting task.

The client must review and approve samples, technical data sheets, labels, packaging, instructions, certificates and documents before production or shipment when applicable.

Zyntral may coordinate activities with factories, inspection agents, warehouses, carriers, freight forwarders, customs agents, technology platforms, payment gateways and other third parties.

Zyntral will make reasonable efforts to select and coordinate appropriate third parties, but does not guarantee the perfect performance, solvency, availability, licenses, regulatory compliance or continuity of such third parties unless expressly agreed.

Any claim relating to manufacturing defects, supplier breaches or damage caused by third parties will be handled in accordance with the contracted scope and the relevant supplier's conditions.

Supplier search is conducted based on criteria provided by the client: product, target price, materials, MOQ, certifications, capacity, location and experience.

Samples, prototypes and tests may have separate costs. Client approval of a sample may serve as a production reference, but does not eliminate the need for subsequent checks if the client wishes to reduce risks.

Manufacturing lead times are indicative and may be affected by material availability, holidays, quality controls, requested changes, logistics congestion or supplier incidents.

Audits and inspections are performed on samples, batches, checklists, AQL standards or other agreed criteria. A favorable result reduces risks but does not guarantee the complete absence of defects, discrepancies, hidden damage or subsequent non-compliance.

The client must specify in writing the critical criteria: measurements, tolerances, materials, colors, packaging, labels, barcodes, manuals, certificates, functional tests and any legal requirements for the destination country.

Logistics services may include origin pickup, consolidation, international transport, clearance, warehouse delivery or final delivery, as agreed in each proposal.

Unless otherwise agreed in writing, the client will be the registered importer and ultimately responsible for tariffs, taxes, licenses, permits, declarations, tariff classification, product restrictions and compliance with authorities.

Zyntral may assist with HS Code, documentation, agent coordination and cost estimates, but such assistance does not replace specialized customs, tax or legal advice.

Customs authorities may inspect, hold, reclassify, reject, destroy, fine or request additional documentation. These events are outside Zyntral's direct control.

When warehouse, fulfillment or dropshipping services are contracted, operations will be subject to the rates, cut-off times, receiving rules, putaway, storage, pick & pack, labeling, preparation, returns, inventory and outbound procedures of the relevant warehouse.

The client must maintain up-to-date SKU data, EAN/UPC, descriptions, dimensions, weights, photographs, product sheets and preparation rules.

Inventory discrepancies, shrinkage, breakage, damage, losses or operational errors will be investigated in accordance with the warehouse's procedure and the contracted service scope.

Zyntral may reject dangerous, regulated, counterfeit, IP-infringing goods, goods without sufficient documentation or goods not suitable for the contracted logistics channel.

Access to WMS/OMS systems, dashboards, accounts, sub-users or integrations is granted solely for the client's authorized operational use. The client is responsible for the confidentiality of their credentials, user permissions, store integrations, order accuracy, stock synchronization and data loaded into the system.

Zyntral may suspend access when there is misuse, security risk, non-payment, abuse, excessive technical load, breach of these Terms or request from a technology provider.

Third-party platforms may experience interruptions, errors, API changes, maintenance, usage limits or modifications not controlled by Zyntral.

Prices, currency, payment milestones, initial deposit, final balance, management fees, third-party expenses, taxes and due dates will be specified in the corresponding proposal or invoice.

Zyntral may pause services, withhold deliverables, or block access to new operations if there are outstanding overdue amounts.

Payments made to third parties on behalf of the client may require payment agreements, authorizations or additional documents.

Changes requested by the client may generate additional costs, timeline adjustments or inability to continue with the same quote.

Amounts paid to third parties, services already executed, operational hours consumed, completed inspections, licenses, logistics reservations, developments, integrations or initiated processes are non-refundable unless there is a written agreement or an error attributable to Zyntral.

If the client cancels a project, Zyntral may invoice for work completed, committed costs and reasonable expenses incurred up to the cancellation date.

The client declares that their products, documentation, brands, designs and sales channels comply with applicable laws at origin, transit and destination. Zyntral may reject dangerous, counterfeit, sanctioned, regulated, specially licensed products, products infringing third-party rights or products that may create legal, customs, reputational or safety risks.

The client shall not use Zyntral's services for operations contrary to sanctions, export controls, anti-corruption regulations, money laundering prevention, fraud, tax evasion or illicit trade.

The client retains ownership of their brands, logos, designs, images, data sheets, manuals and other materials provided to Zyntral.

The client guarantees that they have sufficient rights to manufacture, import, store, sell or distribute the products and materials provided.

Zyntral may use logos, project references or non-confidential results for commercial purposes only when the client authorizes it or when there is no sensitive client identification.

Zyntral and the client will treat as confidential all commercial, technical, operational, financial, supplier, pricing, product, client, strategy, access and non-public documentation received during the relationship.

The confidentiality obligation does not apply to public information, information legitimately obtained from third parties, independently developed information or information required by a competent authority.

The processing of personal data shall be governed by Zyntral's Privacy Policy and by any data processing agreement the parties sign when necessary.

When Zyntral processes data on behalf of the client, the parties may require a Data Processing Agreement or equivalent addendum determining roles, instructions, security measures, sub-processors and international transfers.

The client shall indemnify and hold Zyntral harmless from claims, fines, costs, damages, legal expenses or liabilities arising from incorrect client information, illegal or restricted products, intellectual property infringement, regulatory non-compliance, unpaid taxes/tariffs, misuse of systems or instructions contrary to law.

Zyntral may suspend or terminate services when there is non-payment, breach of these Terms, legal risk, security risk, lack of cooperation, false information, unsuitable goods, system abuse or reasonable loss of operational trust.

Termination shall not affect outstanding payment obligations, confidentiality, limitation of liability, data protection, indemnification and any clause that by its nature should survive.

These Terms shall be governed by the laws of the United States, without prejudice to mandatory rules that may apply to the client by law.

Before initiating formal proceedings, the parties shall attempt to resolve any dispute through good-faith negotiation within a period of 30 days.

Zyntral may update these Terms to reflect operational, legal, technological or commercial changes. The current version will be the one published on the website or communicated to the client.

Relevant changes will not affect services already contracted under closed conditions unless accepted by the client or required for legal or operational reasons.