Paying for a mold in China does not, on its own, give you ownership you can enforce. Ownership follows what was agreed, and a factory that lawfully holds your tooling may keep it while it says money is owed (Civil Code arts. 447 and 783). Two documents prevent most disputes: a mold schedule the factory signs and seals, listing each tool as your property, and a clause that it may not retain the molds for any debt, which the Civil Code gives effect to (art. 449). A standalone mold and design ownership agreement is a fixed USD 1,500.
Start from where you are with the factory
The work, the documents and the fee depend on how far things have gone. Most buyers who write to us are in one of four positions.
The mold has not been cut yet
This is the cheapest moment to settle ownership, because the factory still wants the order. We draft a standalone bilingual mold and design ownership agreement with a mold schedule for the factory to seal, or put the same terms into your manufacturing contract. The standalone agreement is a fixed USD 1,500. The same terms are part of the Factory Starter Package (USD 3,500), so you never pay for them twice.
You have paid the mold fee and nothing is in writing
Ownership can still be proved from quotations, invoices, payment records and chats, but that is slower and less certain. The better course is to have the factory confirm the position now: a mold confirmation letter and schedule, signed and sealed, with the no-lien clause and a return period. We prepare it in Chinese and English, with a short covering email to the factory, within the same USD 1,500 fee. Your next order, or the balance on an open one, is usually what gets it signed.
The factory is holding the molds or will not release them
First we work out whether the factory has any lawful ground to keep them. That turns on whether money is genuinely owed, and by which of your companies. A written supplier dispute assessment, USD 590, gives you that answer within five business days. A demand letter to the factory on the firm’s letterhead, in Chinese and English, is USD 950, and the assessment fee is credited in full if you instruct the letter within 30 days. A court claim with an application to preserve the molds is quoted per stage once we have seen the file.
You are moving the molds to another factory
A move goes smoothly when the old factory has already agreed in writing to release the tools on request, and the new factory signs for them on arrival. We draft the release terms, a handover record that notes the condition and shot count of each mold, and the custody terms for the new factory. If the old factory has signed nothing, deal with that first, before you announce the move. If it is already refusing, you are in the third position above.
Who owns a mold in China when nothing is written down?
Whoever can prove it from the paper trail. PRC law has no special ownership rule for tooling, so a court reads the quotation, proforma invoice, purchase orders, tooling invoice, payment records and messages together. A separate mold fee, invoiced as such and paid in full, is the strongest position for a buyer. Tooling cost spread across the unit price is the weakest, because ownership then depends on volumes that are rarely written down.
The document that most often hurts buyers is the factory’s own Chinese proforma invoice. If it says the molds belong to the supplier, or that the mold fee is non-refundable, an English email saying otherwise carries much less weight. Read the Chinese lines before you pay. Our guide to getting molds back from a Chinese factory goes through the four common arrangements one by one.
A factory can lawfully keep molds you paid for, within limits
A creditor that lawfully holds a debtor’s movable property may retain it while the debt is unpaid (Civil Code art. 447). Mold-making is usually a contract for work, and for that contract the Civil Code gives the factory the same right over the finished work if the customer does not pay (art. 783). Between companies, the debt need not come from the same order, but the Supreme People’s Court limits this to debts arising from the parties’ continuing business dealings (art. 448; Security Interpretation art. 62).
The limits are real. The factory must give you at least 60 days to pay before it sells retained property (art. 453). It cannot hold molds owned by one of your group companies for a debt owed by another. It must look after the tools while it holds them (art. 784). And a clause agreeing that the molds may not be retained is effective (art. 449). That one clause does more work than any other line in a tooling agreement.
What goes into the tooling agreement
We write the agreement around the tools you actually have. For an injection-molded consumer product that means each mold and its inserts; for metal stamping, the progressive dies and fixtures; for packaging, it can be cutting dies and printing plates. Whatever the tooling, the agreement covers the same ground:
- Ownership passes to you on payment of the mold fee, which is stated separately from the unit price.
- A schedule lists each tool by part name, drawing number, number of cavities, material, fee paid and photograph, signed and sealed by the factory.
- Each tool carries a nameplate with your company name and mold number.
- The tools are used only for your orders, and are not lent, copied, modified, moved or scrapped without your written consent.
- The factory maintains them for normal wear up to a stated shot count and tells you before that count is reached.
- The factory may not retain the molds for any debt, and releases them within a fixed number of days after a written request, with packing and freight costs allocated.
- Drawings, samples, CAD files and design documents follow the same terms.
Expect the factory to ask for a lien over something. Our usual fallback is to accept a lien over finished goods for unpaid invoices on those same goods, but never over the molds. The molds are what let you move production; a batch of goods is only one shipment.
Is a refundable or amortised mold fee a bad deal?
Often it is, unless the paperwork says who owns the mold before the volume is reached. A quotation reading “mold fee refundable after 100,000 pcs” is commonly read as the factory owning the mold and refunding your contribution, not as you owning it. If you accept amortisation for cash-flow reasons, the contract should state the amortisation quantity, the amount per unit, who owns the mold before that quantity, and the buyout price at any point before it.
Without a buyout formula you end up negotiating the price of your own tooling on the day you want to leave. We set the formula while the factory still wants the business. Paying for molds in China sets out the payment stages we use, including holding the balance until production samples are approved.
Does paying for the mold make the design yours?
No. The mold and the design are separate property. If the factory’s engineers drew the part, the right to apply for a patent on it belongs to the party that completed the design unless you agreed otherwise (Patent Law art. 8), and drawings and renderings follow the same default under copyright (Copyright Law art. 19). You can own every mold and still have no right to stop the factory making your product with new tooling.
So the agreement assigns to you the designs, drawings, CAD files and samples created for you, including changes to the factory’s existing models, and bars the factory from filing patent or design applications on them. Where a Chinese patent or application already exists, its transfer takes effect only when registered with CNIPA (Patent Law art. 10). For catalogue and ODM products, see who owns the design of an ODM product.
Can you take the molds to a new factory without the old one’s agreement?
Yes, if you own them and owe nothing. The factory then has no right to hold them and you can demand their return (Civil Code art. 235). In practice the move still needs cooperation: someone has to pack the tools, and a factory that feels pushed out can drag its feet. A release clause signed in advance turns that cooperation into a dated obligation.
Plan the handover before you announce the move. Inspect the molds at the old factory and record their condition and shot count with photographs. Settle genuine open invoices, or pay disputed amounts under a written reservation of rights. Have the new factory sign the mold schedule as custodian before the truck leaves. Molds shipped out of China still go through export declaration, so bring in your forwarder early.
Two language versions that say the same thing
We draft every mold agreement in Chinese and English, both texts equally authentic, and check them clause by clause so part names, drawing numbers, amounts and dates match. Where a contract is made in two languages agreed to be equally authentic, the words in each text are presumed to mean the same; if they differ, they are read in light of the contract’s terms, nature and purpose and good faith (Civil Code art. 466). The factory reads the Chinese, so the Chinese has to be precise. You read the English, so it has to say exactly the same.
What we would not do
We would not pay a tooling deposit to a trading company unless the factory that holds the molds signs the schedule, because the tools sit in the factory, not with the trader. We would not accept a proforma invoice saying the molds belong to the supplier and rely on an email to the contrary. And we would not recommend suing over molds worth less than the cost of cutting new ones; in that case the useful work is getting the drawings and files back.
Short answers to common questions
- I already have a manufacturing contract. Do I need a separate mold agreement? Not if the contract has a sealed mold schedule and a no-lien clause. If it does not, a short standalone agreement fills the gap.
- Will a factory accept a no-lien clause? It is far easier to get before the tooling deposit is paid than after a dispute starts, and offering a lien over unpaid finished goods instead usually helps.
- Can the factory sell my molds to cover a debt? Not straight away. It must first give you at least 60 days to pay (Civil Code art. 453).
- Do I own the mold if its cost was spread across the unit price? Only if the contract says so, either from the start or once an agreed quantity has been ordered.
- Does the agreement cover molds outside mainland China? No. We advise on mainland Chinese law, and the agreement is written for tooling held by a factory in mainland China.
Fixed fees for mold work
- Mold and design ownership agreement, bilingual with both texts equally authentic: USD 1,500, with two rounds of revisions within 60 days of delivery
- Included in the Factory Starter Package (USD 3,500) at no extra charge
- Supplier dispute assessment where a factory is holding molds: USD 590, written opinion in 5 business days
- Demand letter to the factory: USD 950, with the assessment fee credited in full if you instruct within 30 days
- Preservation orders and court proceedings: quoted per stage
Each fee is confirmed in writing before work starts. You engage the firm, and the invoice is the firm’s. The full list is on the fees page.
Free self-check: The factory is holding your molds: a 9-question self-check. Tick yes, no or not sure and the page lists what is still open. Nothing you enter leaves your browser.
Related insights (3)
- Chinese Factory Won't Return Your Molds? Tooling Ownership and How to Get It Back
- Paying for Molds in China: What to Agree Before the Factory Cuts Steel
- Buying an ODM Product from a Chinese Factory: Who Owns the Design, and Can You Get Exclusivity?
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