China Mold and Tooling Ownership Agreement Template
Buyers often pay for molds, dies and fixtures in China and then find the factory treating them as its own. This template sets out ownership, marking, use restrictions, maintenance and a release obligation in plain language that you can adapt with counsel.
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China Mold and Tooling Ownership Agreement Template
Tooling Ownership Agreement
This agreement is made on 2026-10-20 between Northfield Industrial Supply Inc. (the Buyer) and Ningbo Hengda Precision Co., Ltd. (the Supplier).
1. Tooling covered
One 2-cavity injection mold for housing HX-220, steel P20, with associated gauges and fixtures. Tool ID: NI-HX220-M01 Price paid or reimbursed by Buyer: USD 18,500 Current location: Supplier plant, Beilun District, Ningbo
2. Ownership
The Buyer owns the Tooling, including all design data, drawings and modifications, regardless of who built it or where it is kept. The Supplier holds the Tooling as custodian only and acquires no ownership, lien or retention right over it.
3. Identification
The Supplier shall permanently mark the Tooling with a nameplate stating the Buyer's name and Tool ID, keep photographs of the plate on file and record the Tooling in its fixed-asset or tooling register as customer-owned property.
4. Use restriction
The Supplier shall use the Tooling only to produce goods ordered by the Buyer. The Supplier shall not copy, modify, lend, subcontract, sell or pledge the Tooling or produce goods for any third party with it.
5. Maintenance and life
The Supplier shall store, clean and maintain the Tooling in good condition at its own cost under a preventive maintenance plan, and keep a shot-count log. Expected life is 500,000 shots. Repairs beyond normal wear need the Buyer's prior written approval. The Supplier bears the cost of damage caused by misuse or neglect.
6. Insurance and risk
The Supplier shall insure the Tooling against fire, theft and other usual risks at replacement value, or bear the loss if it is not insured.
7. Release and return
On the Buyer's written request, and notwithstanding any dispute, payment disagreement or claim between the parties, the Supplier shall release the Tooling, with all related fixtures, data and spare inserts, within 15 days, in good condition and at the location the Buyer designates, with the Buyer paying only agreed freight.
8. Inspection
The Buyer or its representative may inspect the Tooling and records during normal business hours on reasonable notice.
9. Governing law and disputes
Law of the People's Republic of China; arbitration at CIETAC, Shanghai
Signatures
This is a generic starting point and is not legal advice. Have a lawyer qualified in China review it, check that the Supplier's legal name and chop match its business licence, and consider whether a bilingual version with Chinese as the controlling language helps enforcement. Ownership terms alone may not stop a factory holding a mold, so also consider practical measures such as tool nameplates, photos and a release clause in the main supply contract.
Track tooling assets in your ERP
Optional: ask how customer-owned tooling can be recorded and monitored in your ERP.
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How to use the template
Fill in the legal names exactly as they appear on each party's business registration. Describe the tooling with a unique ID and, where useful, a photo and drawing number attached to the final document. Record what you paid and where the tool sits today. Review each clause with the factory before signing, because terms accepted in a signed and chopped document are far easier to rely on than assumptions made at order time. Print, sign and ask the supplier to apply its company chop.
What the clauses do
Ownership states plainly that the buyer owns the tooling and the supplier is only a custodian. The nameplate and register clause creates evidence that the tool belongs to you. The use restriction stops production of the same part for others. Maintenance and insurance assign care and loss to the party who controls the tool. The release clause matters most in a dispute because it says the tool must be handed back even if the parties disagree about money.
- Name plate with your company name and tool ID
- Photos of the tool and plate at signing
- Shot-count log reviewed at each order
- Release even if a payment dispute exists
Practical protections beyond the paper
A contract helps, but physical control often decides the outcome. Consider keeping a second set of critical inserts, holding the tool design files yourself, paying for tooling in stages tied to approved samples, and visiting the plant periodically to verify the tool is where it should be. If a supplier relationship is ending, plan the tool release before announcing the change, and arrange a transport company and an inspection of the tool on pickup.
Common mistakes
Do not assume that paying for a tool in a quote automatically gives you ownership. State it in a signed document. Avoid vague wording such as shared use or amortised in the unit price without saying when ownership transfers. Do not forget design data and spare inserts, which make the tool usable elsewhere. Finally, do not sign an English-only text that the supplier cannot read and later disputes, a bilingual document reduces that risk.
Frequently Asked Questions
Does paying for a mold mean I own it in China?
Not automatically in practice. Ownership depends on the written terms and on evidence. A signed agreement, a nameplate and records showing that you paid for the tool all help. Seek advice from a lawyer qualified in China for your specific situation.
Should the agreement be in Chinese?
A bilingual document is common and usually helps. Many buyers make the Chinese text controlling if they want to enforce in a Chinese court or arbitration body. Have a qualified translator and a lawyer review it.
What is a company chop and why does it matter?
The company chop is the official seal of a Chinese company and is the usual way a company signs a binding document. A signature alone from a staff member may be challenged, so ask for the chop and check the name matches the business licence.
Can I move the tool to another factory?
Only if the release clause is enforceable and you can physically collect it. Plan this ahead, with transport, inspection and a spare set of critical inserts or a back-up tool where the part is critical.
If tooling assets and shot counts need to appear in your ERP asset or maintenance records, Netray can help design that integration.
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