Terms of Service

1. Scope of services

OTRO INNOVATIONS LLC provides buyer-side sourcing and supply-chain services: supplier discovery and verification, factory audits, quality inspection, price negotiation, sampling coordination, freight coordination, Incoterms advisory, order management and documentation review. We act as your commercial representative in the supplier market. We are not a manufacturer, importer of record, customs broker, freight carrier, laboratory or law firm.

Website content — including guides, comparison tables and FAQs — is general commercial information, not advice for a specific transaction. Engagements are defined in a written scope.

2. Engagements, quotes and fees

• Fees are quoted in writing before billable work begins, using a fixed project fee, a monthly retainer or a disclosed percentage of confirmed purchase-order value.
• Third-party costs — laboratory testing, inspection travel, sample courier, freight, duties and bank charges — are payable by the client and passed through at cost with supporting receipts unless expressly included in the quote.
• Quotations are valid for the period stated and are subject to supplier price validity, currency movement and freight-rate changes outside our control.
• Invoices are payable in the currency and within the period stated. Late payment may attract interest at the rate stated in the engagement letter or, if none is stated, the maximum permitted by law.
• We do not accept undisclosed commissions from suppliers. Any commission, rebate or benefit offered by a supplier in connection with your order is disclosed and credited to you or declined.

3. Your obligations

• Provide accurate specifications, quantities, compliance requirements and deadlines.
• Respond to approval requests — samples, artwork, inspection outcomes — within agreed timeframes.
• Fund supplier deposits, balances and third-party costs in accordance with the agreed schedule. Supplier payment obligations arise under your contract with the supplier unless we expressly agree otherwise in writing.
• Hold all licences, registrations and import permits required in your market, and comply with applicable product-safety, labelling, sanctions and export-control law.
• Do not ask us to facilitate misdeclaration of value, origin, quantity or product description.

4. Suppliers and no guarantee of performance

Suppliers are independent businesses. We verify, negotiate, document and inspect, but we do not control their production, financial condition, labour practices or delivery. We do not guarantee supplier performance, product fitness for a particular purpose, or that goods will be free of defects. Any warranty on goods is the supplier’s, as set out in the purchase contract, and we will assist you in pursuing it.

Recommendations reflect our professional judgement at the time they are made. A factory audit is a point-in-time assessment, not a continuing certification, and it does not guarantee future compliance or capacity.

5. Inspection is sampling

Unless a full inspection or laboratory protocol is expressly commissioned, quality inspection is performed on a sampling basis (typically ANSI/ASQ Z1.4 with agreed AQL levels). Sampling identifies risk; it cannot certify that every unit conforms. Inspection reports describe the lot examined at the time of inspection. Goods produced or altered after inspection, or damaged in transit, are outside the scope of that report.

6. Intellectual property and confidentiality

You retain ownership of your trademarks, designs, specifications, artwork and tooling that you have paid for. You grant us a limited licence to use those materials solely to perform the engagement. We will sign a non-disclosure agreement on request and will restrict supplier disclosure to what is necessary to obtain a quotation or execute an order.

We do not warrant that a supplier will not infringe third-party rights, and we are not responsible for independent copying by a supplier outside the scope of our documented controls. Clients with valuable intellectual property should register it in the relevant jurisdictions and instruct us on permitted disclosure.

Our own methods, templates, reports, price benchmarks and supplier databases remain our property and may not be redistributed to third parties without written consent.

7. Compliance, sanctions and export controls

You confirm that the goods and end-uses you ask us to source are lawful in your jurisdiction and are not destined for a sanctioned party, restricted end-use or embargoed territory. We may decline or suspend an engagement where a transaction appears to breach sanctions, export-control, anti-bribery or product-safety law, and we may be required to report certain requests. We do not make or facilitate improper payments to any person.

8. Payments, refunds and cancellation

• Project fees are non-refundable once work has commenced, save where we fail to deliver the agreed scope. Where an engagement is cancelled, fees are payable for work performed and commitments already incurred up to the cancellation date.
• Retainers are billed in advance for the period stated and may be terminated by either party with the notice period in the engagement letter. Unused full months are not carried forward unless agreed.
• Third-party costs already committed — laboratory bookings, inspection travel, freight deposits — are not refundable by us.
• Supplier deposits and balances are governed by your contract with the supplier. We assist with recovery but do not underwrite supplier insolvency or default.

9. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with an engagement is limited to the fees paid to us for that engagement in the six months preceding the event giving rise to the claim. We are not liable for indirect or consequential loss, including lost profit, lost revenue, loss of market share, goodwill, penalties under a customer contract, or the cost of substitute goods.

Nothing in these terms excludes liability that cannot lawfully be excluded, including liability for fraud or wilful misconduct. Nothing in this section limits your own contractual remedies against a supplier.

10. Indemnity

You agree to indemnify OTRO INNOVATIONS LLC against claims, losses and reasonable legal costs arising from specifications, designs, trademarks or materials you supply, from your breach of these terms, or from goods that infringe third-party rights where the infringement results from your instructions.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control: natural disasters, epidemics, war, civil unrest, port closures, carrier failure, government action, power restrictions or industrial action at a supplier. Affected obligations are suspended for the duration of the event, and either party may terminate an affected engagement if the event continues beyond 60 days.

12. Term, suspension and termination

Either party may terminate an engagement for material breach that remains uncured 14 days after written notice, or immediately on insolvency of the other party. We may suspend work where invoices are overdue or where continuing would require a breach of law. On termination, you remain liable for fees and third-party costs incurred up to that date, and we will hand over documents and records you have paid for.

13. Governing law and disputes

These terms and any engagement are governed by the laws of the State in which OTRO INNOVATIONS LLC is organised in the United States, without regard to conflict-of-laws rules, and by applicable United States federal law. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives within 30 days of written notice. If unresolved, the dispute will be referred to binding arbitration seated in that State under the commercial rules of the American Arbitration Association, conducted in English. Each party bears its own costs unless the arbitrator decides otherwise. Nothing prevents either party from seeking urgent injunctive relief in a court of competent jurisdiction.

14. Changes and severability

We may update these terms from time to time; the revision date above indicates the current version. Changes apply to new engagements and do not retroactively alter signed scopes. If a provision is held unenforceable, the remaining provisions continue in full force.

15. Contact

OTRO INNOVATIONS LLC
Email: sourcing@otro.bd
Telephone: +880-XXXXXXXXX