General Terms & Conditions

0. Purpose & Structure

These General Terms & Conditions (the “Terms”) define the contractual framework governing all engagements between Supernova Innovation Limited (“Supernova” or the “Supplier”) and its clients (the “Client”).

These Terms are designed to be clear, balanced, and operationally practical. They apply to product development and engineering services, tooling and non‑recurring engineering (NRE), and the supply of manufactured goods.

An agreement under these Terms may be formed through a signed contract, an accepted quotation, an accepted purchase order, or payment of an invoice, unless expressly stated otherwise.

1. Definitions & Interpretation

- Supplier: Supernova Innovation Limited.
- Client: Any individual or entity purchasing Services, Tooling, or Goods from the Supplier.
- Services: Product development, engineering, industrialization, NPI, DFM, certification support, and related professional services.
- Tooling: Moulds, dies, jigs, fixtures, test rigs, and other non‑recurring tooling.
- Goods: Manufactured products supplied to the Client.
- Deliverables: Designs, files, prototypes, documentation, or other outputs expressly listed in a Quotation.
- Quotation: A written commercial proposal issued by the Supplier.
- Agreement: The contractual relationship formed in accordance with these Terms.

Headings are for convenience only and do not affect interpretation. References to writing include email unless expressly stated otherwise.

2. Applicability & Order of Precedence

2.1 Applicability by Activity

These Terms apply as follows:
- Sections 3–7: Services
- Section 8: Tooling (NRE)
- Sections 9–13: Supply of Goods
- Sections 14–22: All engagements

2.2 Formation of Agreement

A binding Agreement is formed upon the earliest of:
- execution of a written agreement;
- written acceptance of a Quotation;
- acceptance of a purchase order by the Supplier; or
- payment of any related invoice.

2.3 Order of Precedence

In the event of inconsistency, the following order of precedence applies:
1. A signed agreement (if any)
2. The applicable Quotation
3. These General Terms & Conditions
4. Client documents or correspondence

3. Services – Scope & Engagement Model

3.1 Service Intent

Supernova shall provide the Services described in the applicable Quotation and any referenced appendices (including any Product Requirements Definition or “PRD”). Services are performed with consideration to design‑to‑cost, manufacturability, certification, and target production volumes communicated by the Client.

3.2 Scope Definition

The scope of Services is strictly limited to what is expressly described in the applicable Quotation, PRD, Scope of Work, or Deliverables List. Any item not expressly included is deemed out of scope unless agreed in writing.

3.3 Change Control

Any change to specifications, functionality, materials, compliance requirements, timelines, or deliverables may impact pricing, lead‑times, and resources. Changes shall only take effect once reviewed and confirmed in writing by Supernova, including any revised commercial terms.

Where the Client instructs or approves design, material, supplier, architectural or cost-driven decisions, the Supplier shall not be liable for consequences arising from such decisions.

4. Client Inputs & Dependencies

The Client shall provide all required files, data, approvals, samples, and information in a timely manner. Client‑supplied materials are assumed to be accurate and production‑ready unless expressly reviewed and approved in writing by Supernova.Delays attributable to the Client may result in extensions of timelines, reprioritization of resources, revisions to pricing or milestones, or suspension of work without liability to Supernova.

5. Pricing, Validity & Payment (Services & Tooling)

Prices are based on the scope, assumptions, and inputs defined at the time of quotation. Quotations are valid for the period stated therein.
An Agreement is deemed accepted upon written confirmation or payment of any related invoice, whichever occurs first. Payments shall be made in accordance with the milestones and terms stated in the applicable Quotation or invoice. Supernova reserves the right to suspend work in the event of late payment.

6. Deliverables, Validation & Acceptance (Services)

Deliverables shall be provided upon completion and payment of the corresponding milestone. Validation criteria, if any, shall be defined in the applicable Quotation or PRD.

Deliverables that conform to the agreed specifications shall be deemed accepted. Acceptance shall occur upon the earliest of: (i) written confirmation by the Client, (ii) use of the Deliverables in any manner, or (iii) absence of written rejection within ten (10) business days following delivery. Any rejection must be specific, documented, and limited to non-conformity with the agreed specifications.

Unless otherwise agreed in writing, all physical deliveries shall be made EXW Shenzhen (Incoterms 2020).

7. Intellectual Property (Services)

7.1 Background Intellectual Property

Each party retains ownership of its respective pre‑existing intellectual property. The Client grants Supernova a limited, non‑exclusive license to use the Client’s background intellectual property solely for the purpose of performing the Services.

7.2 Foreground Intellectual Property

Upon full payment of the applicable Services, ownership of Deliverables expressly created for the Client shall transfer to the Client, excluding Supernova’s background intellectual property.

7.3 Supernova Background Intellectual Property

Supernova retains ownership of all tools, processes, know‑how, software, libraries, and methodologies developed independently of the Services or prior to the engagement.

7.4 Third‑Party Engagement

If the Client engages third parties to modify, manufacture, or use Deliverables without Supernova’s oversight, Supernova disclaims responsibility for defects or failures to the extent caused by such third‑party actions.

8. Tooling & Non‑Recurring Engineering (NRE)

Tooling scope, quantity, pricing, trial rounds, and acceptance criteria shall be defined in the applicable Quotation. Unless otherwise stated, up to two (2) tooling trial rounds are included.

Tooling acceptance confirms conformity with the agreed specifications and manufacturing intent. Upon acceptance, the Supplier shall have no liability for downstream product performance, cosmetic expectations or design suitability beyond the approved scope.

Upon full payment, Tooling shall be owned by the Client. Unless otherwise agreed in writing, physical custody of the Tooling shall remain with Supernova. Supernova may use the Tooling solely for the purpose of manufacturing the Client’s products.

Storage, maintenance, modification, repair, or relocation of Tooling may incur additional fees. Tooling shall not be used for third‑party production without the Client’s prior written consent.

9. Supply of Goods – Orders & Pricing

All orders are subject to written acceptance by Supernova. Prices are as stated in the accepted Quotation or pro‑forma invoice and exclude delivery, insurance, duties, and taxes unless expressly stated otherwise.

10. Delivery, Title & Risk

Unless otherwise agreed, Goods are supplied EXW Shenzhen. Risk passes to the Client upon delivery. Title to Goods remains with Supernova until full payment is received.

11. Quality, Tolerances & Testing

Goods shall conform to the agreed specifications, subject to standard industry tolerances. Testing shall be performed as specified in the applicable documentation or as reasonably required. Any special testing requested by the Client shall be chargeable if agreed in writing.

12. Warranty & Epidemic Failure

Goods are warranted for twelve (12) months from delivery against defects in workmanship and materials. In the event of an epidemic failure, the parties shall cooperate in good faith to identify root cause and implement corrective actions.

The Supplier does not warrant commercial success, market acceptance, regulatory approval or fitness for a particular business purpose.

13. Cancellation, Suspension & Termination

The Client may not cancel accepted orders without Supernova’s prior written consent. Supernova may suspend or terminate the Agreement in the event of non‑payment or material breach. All costs incurred up to the date of suspension or termination remain payable.

14. Limitation of Liability

Except in cases of death, personal injury, fraud, or willful misconduct, Supernova’s total liability arising from any engagement shall be limited to the amounts paid by the Client under the applicable Agreement. In no event shall Supernova be liable for indirect or consequential damages.

Supernova’s total liability arising from any engagement shall be limited to the amounts paid to Supernova for the specific Services, Tooling or Goods giving rise to the claim.

15. Indemnification

The Client shall indemnify and hold Supernova harmless against claims arising from Client‑supplied designs, misuse of Deliverables, or unauthorized third‑party actions.

16. Confidentiality

Each party shall keep confidential all non‑public information disclosed in connection with an engagement and shall use such information solely for the purposes of performing the Agreement.

17. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control. If a force majeure event continues for more than sixty (60) days, either party may terminate the Agreement, subject to payment for work performed.

18. Independent Contractors

The parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship. Supernova may subcontract portions of the work without relieving its obligations.

19. Governing Law & Dispute Resolution

These Terms are governed by the laws of Hong Kong SAR. Any dispute shall be resolved by arbitration in Hong Kong under UNCITRAL Rules.

20. Notices

All notices shall be made in writing and shall be deemed received in accordance with the method of delivery used.

21. Entire Agreement

These Terms, together with any applicable Quotation or signed agreement, constitute the entire agreement between the parties and supersede all prior discussions or representations.

22. Miscellaneous

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. Failure to enforce any provision shall not constitute a waiver. These Terms may be executed electronically and in counterparts.