射出成形金型所有権契約書 中国

You just spent $30,000 on a production mold at a Chinese factory. Six months later, you want to move production elsewhere — and the factory says the mold belongs to them. No, they will not ship it. Yes, they are willing to keep making your parts. On their terms. Sound familiar? It happens more often than anyone likes to admit, and the difference between getting your mold back and losing it entirely comes down to one document: the mold ownership agreement.

What Is an Injection Mold Ownership Agreement?

An injection mold ownership agreement is a legal document proving you — not the factory — own your Mold Tooling¹. In China, this document is not optional: without it, the default assumption at many factories is that they own the tooling they manufactured on their premises. The agreement typically covers mold design IP, transfer rights, storage conditions, insurance obligations, maintenance responsibilities, and what happens if the supplier goes bankrupt.

The agreement typically covers mold design IP, transfer rights, storage conditions, insurance obligations, maintenance responsibilities, and what happens if the supplier goes bankrupt. Think of it as the property deed for a six-figure asset sitting in someone else’s building — except the building is 8,000 miles away, and the local legal system works differently than what you might expect.

Why Do Chinese Factories Resist Mold Ownership Transfer?

The reason Chinese factories resist mold ownership transfer is simple: retaining your tooling locks in recurring production revenue. Most Chinese 射出成形 suppliers operate on thin margins from mass production, not from tooling. Their business model depends on keeping your parts production in-house. Some factories quote tooling at or below cost specifically to lock in future production volume — a common strategy among any 射出成形サプライヤー in China.

This is not inherently dishonest — it is a common pricing strategy in Chinese manufacturing. The factory invests in building your mold at a competitive price because they expect to recoup that investment through part production over 12–36 months. When you pull the mold after three production runs, they genuinely lose money on that tooling.

The practical implication is that you must address ownership expectations upfront, before any money changes hands. Factories that resist this conversation are often the same ones that will resist releasing your mold later. In our experience at ZetarMold, transparency about ownership terms from day one actually strengthens the business relationship — both parties know exactly where they stand.

In our experience working with international clients at ZetarMold, we have seen projects where the previous supplier refused to release molds worth over $50,000 simply because there was no written ownership agreement. The buyer had paid in full. The supplier did not care — they had physical possession, and without a Chinese-law contract, the buyer had essentially no leverage.

What Key Clauses Must a Mold Ownership Agreement Include?

An enforceable mold ownership agreement is one that covers six essential clauses. These are: (1) a clear ownership declaration, (2) transfer and retrieval rights, (3) storage and maintenance obligations, (4) insurance requirements, (5) a prohibition on unauthorized use, and (6) termination and dispute resolution terms. Missing any one of these creates a gap a supplier can exploit.

How Does Chinese Law Handle Mold Ownership?

Under Chinese law, mold ownership is determined by what the written contract states — in Chinese, under Chinese law, via Chinese arbitration. Foreign-court judgments are generally not enforceable in China. Under the PRC Civil Code (effective January 2021), mold ownership follows the contract between the parties. If the contract says you own it, you own it — in theory. In practice, enforcement requires specific contract provisions.

This means a mold ownership agreement drafted in English under New York law is essentially worthless if the factory is in Shenzhen and decides to keep your mold. You need a bilingual agreement — with the Chinese text controlling in case of discrepancy — filed with a recognized Chinese arbitration institution. It costs more upfront, but it is the only version a Chinese factory will actually respect.

What Is the Difference Between an NNN Agreement and a Mold Ownership Agreement?

アン NNN Agreement² and a mold ownership agreement are two separate documents protecting different things — your IP versus your physical tooling. An NNN agreement (Non-Disclosure, Non-Use, Non-Circumvention) protects your intellectual property — designs, drawings, specifications. A mold ownership agreement protects your physical asset — the steel 射出成形金型 tooling itself. They serve different purposes, and you need both.

We have seen buyers who had a solid NNN in place but lost their molds because they never signed a separate ownership agreement. The NNN prevented the supplier from copying the design — theoretically — but it said nothing about who owned the physical mold. The factory argued (successfully) that without a specific ownership clause, the mold was theirs under local commercial custom. Two different documents, two different protections. Do not skip either.

The lesson is straightforward: never assume that one document covers everything. IP protection and physical asset protection are parallel but distinct legal needs, and Chinese courts treat them as separate matters requiring separate contractual foundations.

The scope of protection differs fundamentally. An NNN prevents the factory from sharing your CAD files or making your product without permission — it addresses information security. A mold ownership agreement addresses property rights: who holds title, who controls access, and what happens to the physical steel when the relationship ends. In Chinese legal practice, these are separate legal concepts covered by separate areas of law.

When Should You Negotiate Mold Ownership Terms?

The best time to negotiate mold ownership terms is before you place the tooling order — not during production, and certainly not after. The supplier wants your business most during the quotation and vendor selection phase. Once you have paid the deposit and they are cutting steel, your leverage drops significantly.

Include ownership terms in your initial RFQ or purchasing agreement. Make it clear from the first interaction that mold ownership is a deal-breaker. Suppliers who refuse to sign an ownership agreement before taking your tooling order are telling you something important about how the relationship will go.

In practical terms, here is the negotiation sequence we recommend: (1) Sign the NNN first, before sharing any design files. (2) Include mold ownership terms in the manufacturing agreement or as a standalone addendum. (3) Pay for tooling only after both documents are executed. (4) Insist on receiving mold design files (CAD data) as part of the delivery. This four-step approach protects both your IP and your physical tooling investment.

What Happens to Your Mold If the Chinese Supplier Goes Bankrupt?

Your mold is treated as factory assets in a Chinese bankruptcy — unless your agreement explicitly carves it out. This is a clause most buyers never think about, and it is one of the most important. Without a specific bankruptcy carve-out, you become just another unsecured creditor waiting in line.

The solution is a contractual clause stating that the mold is buyer property held in bailment (a bailment relationship under Chinese law), not a factory asset. Combined with an equipment tag or engraving showing buyer name and asset number, this creates a stronger claim that the mold is not part of the factory’s bankruptcy estate. It is not foolproof — Chinese bankruptcy proceedings can be unpredictable — but it gives you a legal argument that pure possession-based claims lack.

We recommend including a specific provision that the mold is excluded from any creditor claims, pledge, or lien by the factory or its affiliates. Additionally, require the factory to maintain separate storage for customer-owned molds — physically distinct from their own tooling inventory. These structural separations, combined with proper documentation, significantly improve your position in any insolvency scenario.

How Do You Physically Retrieve a Mold From a Chinese Factory?

Mold retrieval is a formal process. You invoke your ownership agreement, send a 30-day transfer request, and arrange shipping. If the factory refuses, arbitration under Chinese law is your recourse. The practical steps are: (1) Send a formal written request citing the ownership agreement, with a reasonable deadline (typically 30 days). (2) Arrange and pay for shipping, insurance, and any outstanding maintenance costs. (3) Have a third-party inspector verify mold condition before it leaves the factory. (4) If the factory refuses, initiate arbitration under the contract’s dispute resolution clause.

The retrieval process itself can take 2–6 weeks under normal circumstances. If there is resistance, arbitration in China can take 6–12 months. This is why the agreement must specify a clear transfer timeline and penalties for non-compliance. A clause stating the factory must release the mold within 30 days of written request, with a daily penalty for delay, gives you measurable recourse.

Some buyers opt to have an injection molding sourcing agent or third-party logistics provider handle the retrieval. This can reduce friction, as the factory may be more willing to release the mold to a neutral party rather than a competitor. Either way, make sure your ownership agreement names who is authorized to collect the mold on your behalf.

What Are the Most Common Questions About Mold Ownership in China?

Can a Chinese factory legally keep my mold if there is no written agreement?

Yes. Without a written ownership agreement governed by Chinese law, the factory can claim ownership based on possession and manufacturing custom. Verbal agreements are extremely difficult to enforce in China, and email confirmations alone carry limited legal weight in Chinese courts. The default legal position in many Chinese jurisdictions favors the party with physical possession of the tooling asset, which is almost always the factory that built and housed the mold on their premises. This is precisely why a formal bilingual contract is not optional — it is the only reliable protection for your tooling investment.

How much does a mold ownership agreement cost to draft?

A qualified China-focused manufacturing lawyer typically charges $2,000–$5,000 for a comprehensive mold ownership agreement with NNN provisions included. This represents a fraction of the mold’s replacement value — most production molds for injection molding cost between $10,000 and $80,000 depending on cavity count, steel grade, and geometric complexity. Think of the agreement cost as an insurance premium protecting a high-value manufacturing asset that sits in a factory thousands of miles away, under a legal system you may not be familiar with.

Should the mold ownership agreement be in Chinese or English?

Both languages, with the Chinese text explicitly designated as the governing and controlling version in the agreement itself. Chinese courts and arbitration bodies rely exclusively on the Chinese text as the authoritative legal document for any dispute resolution process. Any discrepancy between the English and Chinese versions will be resolved using the Chinese text, which means both versions must be drafted carefully and consistently by qualified legal counsel who specialize in cross-border manufacturing contracts and bilingual commercial agreement preparation and enforcement.

What if my supplier refuses to sign a mold ownership agreement?

Find a different supplier immediately — this is a deal-breaker. A factory that will not agree to basic ownership terms is clearly signaling that they intend to retain your tooling as leverage for continued business. This is a non-negotiable red flag in any injection molding partnership, regardless of how competitive their part pricing appears to be. The long-term risk of losing access to a mold worth tens of thousands of dollars far outweighs any short-term cost savings that factory might offer on individual part prices.

Can I get mold insurance to protect my investment in China?

Yes, tooling insurance is available through trade credit insurers and specialized manufacturing insurance providers who understand the China market. These policies can cover mold loss, physical damage, or supplier default scenarios. Your ownership agreement should require the factory to carry comprehensive insurance naming you as the loss payee, with coverage equal to the full replacement cost of the mold tooling. This provides a financial backstop that operates completely independent of the factory’s financial health or their willingness to cooperate with your mold retrieval requests at any point.

Does paying for the mold in full automatically make me the owner in China?

No, payment alone does not establish ownership under Chinese commercial practice or contract law. A written agreement stating ownership title — separate from the payment record, purchase order, or commercial invoice — is necessary to prove legal title in any dispute. The factory’s invoice confirms you paid for tooling services, but it does not establish that you own the resulting physical mold asset. Only a dedicated ownership agreement with proper legal structure creates that enforceable claim under the PRC Civil Code.

How long does mold retrieval arbitration take in China?

CIETAC arbitration typically takes 6–12 months for mold ownership disputes from initial filing through to the final arbitral award being issued. Local arbitration commissions in major manufacturing cities like Shenzhen, Dongguan, or Shanghai may resolve cases faster, sometimes within 3–6 months, but enforcement speed varies significantly by jurisdiction and local court cooperation levels. Always include a specific arbitration clause naming the institution, the city, and the governing language in your ownership agreement to minimize procedural delays and jurisdictional disputes during the arbitration process.

What should I do if a supplier uses my mold for another client?

Send a formal written cease-and-desist letter immediately, citing both your NNN agreement and mold ownership agreement as the legal basis for your demand. Document the unauthorized use thoroughly with photographs of the copied parts, physical samples purchased through third parties, and shipping records before taking any formal legal action. If the supplier continues unauthorized production after receiving your notice, initiate arbitration proceedings promptly under your contract’s dispute resolution clause. Acting quickly and documenting everything comprehensively strengthens your legal position significantly.

Quick rule: before you pay for tooling in China, have two documents ready — an NNN for your IP, and a mold ownership agreement (in Chinese, under Chinese law) for the physical mold. If the factory will not sign both, walk away. No discount is worth losing a costly mold. At ZetarMold, we provide transparent mold ownership agreements as standard practice — your tooling is your asset, not a negotiating chip. With 47 射出成形 machines in Shanghai, 100+ molds delivered monthly, and 8 senior 射出成形金型 engineers on staff, we have the scale and documentation practices to keep your investment secure. Get a Free Quote and let us show you how straightforward mold ownership can be.

1. Mold Tooling: 金型とは、射出成形において溶融プラスチックを成形部品に成形するために使用される精密な鋼製の型を指し、複雑さに応じて通常$5,000〜$100,000の費用がかかります。 ↩

2. NNN Agreement: 非開示・非使用・非迂回契約は、中国の製造業において買い手の知的財産を開示、無許可使用、サプライヤーによる迂回から保護するために一般的に使用される三つの要素からなる契約です。 ↩

3. Bailment: 寄託は、一方の当事者が他方の当事者の財産を一時的に保有する法的関係を指します。この文脈では、工場が所有権を持たずにクライアントの金型を保有することを意味します。 ↩