The manufacturer’s contract is written to protect the manufacturer. That’s not cynicism — it’s just how contracts work. The standard template sent to you is drafted by their legal team, for their interests. Your job before signing is to make sure your interests are equally represented.
Most buyers rush through ODM agreements. They’re focused on the product, the price, and the timeline. The contract feels like an administrative formality. It isn’t. The contract determines who owns the tooling you paid for, who holds the certification rights, what happens when a product fails in the field, and whether the manufacturer can sell a nearly identical product to your competitor next quarter.
This checklist covers 20 specific items across five categories. Not “general things to be aware of” — specific clauses and specific questions that need written answers before you sign anything.
Part of our Private Label EV Charger Complete Guide. This checklist is designed to be used after you’ve selected your manufacturer through the evaluation process in our ODM partner selection guide and understood the order process in our ODM order process guide.
Table of Contents
How to Use This Checklist
Go through each item before you sign. For items marked contract-critical, the answer must be in the written agreement — verbal assurances or emails aren’t sufficient. Contracts get enforced. Emails get lost, sales reps leave, and verbal commitments disappear the moment there’s a dispute.
Category 1 — Intellectual Property
IP issues are the most expensive disputes in ODM partnerships — and the most avoidable, if the contract is written clearly.
Item 1 — Tooling ownership
Contract-critical. In a standard ODM agreement with no exclusivity clause, the manufacturer can produce an almost identical product for your competitor the day after you sign. Your enclosure design, your color, your customized firmware — if none of these are explicitly exclusive to you, they’re available to anyone who asks.
Full product exclusivity — preventing the manufacturer from selling the same customized version to any other buyer — is the strongest protection and usually requires a volume commitment in return. A more common middle ground: exclusivity on your specific enclosure design and color within your market or vertical, without requiring global exclusivity on the base hardware.
What to ask: “Will you produce the same customized enclosure, color, and firmware for any other buyer? If exclusivity is on the table, what volume commitment does it require?”
Item 2 — Exclusivity
Contract-critical. In a standard ODM agreement with no exclusivity clause, the manufacturer can produce an almost identical product for your competitor the day after you sign. Your enclosure design, your color, your customized firmware behavior — if none of these are explicitly exclusive to you, they’re available to whoever asks next.
True product exclusivity — preventing the manufacturer from selling the same customized version to anyone — is the strongest form of protection and usually requires a volume commitment in return. A more common middle ground: exclusivity on your specific enclosure design and color within your market or vertical, without requiring exclusivity on the base hardware platform.
What to ask: “Will the manufacturer produce the same customized enclosure, color, and firmware configuration for any other buyer? If exclusivity is on the table, what volume commitment does it require?”
Item 3 — Firmware IP ownership
Contract-critical. If you’ve paid for firmware customizations — a branded UI, custom access control logic, specific OCPP configuration — those customizations should belong to you. The contract should distinguish between the base firmware (manufacturer’s IP) and the customizations developed specifically for your program (your IP). If the manufacturer can take your firmware UI and ship it to another buyer with a different logo, you’ve effectively paid to develop a product for the whole market.
What to ask: “Does the contract explicitly identify which firmware elements are manufacturer IP and which are buyer-commissioned customizations owned by me?”
Item 4 — Non-compete on your customer base
Worth discussing. Some buyers negotiate a clause preventing the manufacturer from directly approaching their identified customer list or distribution channel during the agreement period. This is harder to enforce than tooling ownership but worth including, especially if you’re sharing customer lists or deployment data with the manufacturer for support purposes.
Category 2 — Certification Rights
Item 5 — Certificate holder name
Contract-critical. Confirm in writing who holds the CE, ETL, or other market certification — you or the manufacturer. If the manufacturer holds it, document what happens if: (a) the manufacturer lets the certification lapse, (b) the manufacturer is acquired or goes out of business, or (c) you decide to change manufacturers. If you hold the certificate, none of these scenarios affect you. If the manufacturer holds it, all of them do.
The safest position for an ODM buyer is certificate transfer — moving the certification into your company name. See our certification guide for how this works and what it costs.
What to ask: “Who holds the CE/ETL certificate — the manufacturer or my company? If the manufacturer holds it, what are my rights if the certificate lapses or the relationship ends?”
Item 6 — Certification coverage scope
Verify independently. Don’t rely on the manufacturer’s statement that your product is “fully certified.” Get the actual certificate number and verify independently that the certificate covers the exact model, power level, connector type, and cable configuration you’re ordering. A certificate that covers the 7kW single-phase version doesn’t automatically cover the 22kW three-phase version. Verify ETL certificates at Intertek’s database; verify OCPP 2.0.1 certification at the Open Charge Alliance.
Item 7 — Certification maintenance responsibility
Contract-critical. Certifications require periodic renewal and surveillance testing. If the manufacturer holds the certificate, who is responsible for keeping it current? What happens if a regulatory standard update requires retesting — who pays? These questions need written answers, especially for long-running programs.
Item 8 — OCPP firmware version lock
Contract-critical. The OCPP 2.0.1 OCA certification belongs to a specific firmware version. If the manufacturer pushes a firmware update that changes the OCPP implementation, the certified firmware version may no longer match what’s shipping. Confirm in writing that any firmware update that could affect OCPP certification status will be disclosed to you before deployment, and that you have the right to stay on the certified firmware version if you choose.
Category 3 — Quality and Warranty
Item 9 — Warranty period and scope
Contract-critical. The warranty clause should specify the warranty period in months (minimum 24 months; 36 months is standard for quality commercial EV chargers), what’s covered, and what’s not. Read the exclusions carefully — some manufacturers exclude consumables, cable assemblies, or display screens. These are reasonable exclusions. Excluding the power module is not reasonable and should be pushed back on.
What to ask: “What is the warranty period? What specific components does it cover? Is the power module included?”
Item 10 — Power module warranty coverage
Contract-critical. The power module is the most expensive component in a commercial EV charger — typically 40–60% of total BOM cost. Some manufacturers exclude it from the standard warranty on the grounds that it’s a wear component or that it’s from a third-party supplier. This is a red flag. For any serious commercial deployment, the power module should be covered under the standard warranty for at least 24 months. If a manufacturer won’t cover it, ask why and assess whether the answer is credible.
Item 11 — RMA process and cross-shipping
Contract-critical. When a charger fails in the field, your customer’s charging station is offline until the replacement arrives. The RMA (Return Merchandise Authorization) process determines how long that takes. Confirm:
- What triggers an RMA — does the manufacturer require a diagnostic report, photo evidence, or remote troubleshooting before authorizing a return?
- Does the manufacturer support cross-shipping — sending a replacement before receiving the defective unit? This keeps customer downtime to days rather than weeks.
- Who pays for return shipping on defective units during the warranty period?
- What’s the turnaround time from RMA authorization to replacement unit shipped?
Item 12 — Spare parts availability
Contract-critical. If the manufacturer discontinues a product line without spare parts, you’re holding warranty obligations you can’t fulfill — and customers with non-functional chargers. Confirm in writing that spare parts (power modules, display assemblies, connector assemblies, cable assemblies) will be available for a minimum of 5 years after your product’s launch date. Some manufacturers commit to 7 years, which is worth asking for.
Item 13 — Defect rate expectations
Worth discussing. Ask the manufacturer what their typical defect rate looks like in the first 12 months of commercial deployment for this product line. A credible manufacturer can answer this question with real data from existing customers. A 3–5% annual defect rate is typical for commercial-grade hardware; below 2% is strong; above 8% should prompt questions about the QC process.
Category 4 — Commercial Terms
Item 14 — Payment milestones and deposit structure
Contract-critical. Standard payment structures for ODM programs run along these lines: NRE deposit (30–50% of NRE total) before tooling starts; production deposit (30% of production order value) before mass production begins; balance (70%) before or against bill of lading at shipment. The exact structure is negotiable, but the key principle is: never pay more than 30% of the production order value before you have approved samples. Paying 50% or more before samples are tested gives you very little leverage if the product doesn’t meet spec.
What to ask: “What are the specific payment milestones? What triggers each payment? Can we confirm that the production deposit is not due until samples are approved?”
Item 15 — Price adjustment mechanism
Contract-critical. Raw material prices for copper, lithium, and semiconductors fluctuate. A manufacturer who can change your unit price unilaterally and immediately on any order is unpredictable. The contract should specify a price adjustment mechanism — for example, prices are fixed for the first 12 months, and any adjustment requires 60 days notice with a cap of 5% per year. This protects you from sudden cost increases while giving the manufacturer room to respond to genuine material cost changes.
Item 16 — MOQ flexibility and volume commitment
Contract-critical. Confirm what happens if your first-order sales are slower than projected and you need a lower quantity on the second order. Is the MOQ fixed, or is there flexibility? Can you carry surplus stock on a framework agreement and call it off in smaller batches? These questions are more important for the second and third orders than the first — get the answers in writing upfront.
Item 17 — Force majeure and supply chain disruption terms
Worth reviewing. What happens if the manufacturer can’t deliver on time due to component shortages, factory disruptions, or shipping delays? How much notice are they required to give you? What remedies do you have? Force majeure clauses have become more scrutinized since 2020 — make sure the definition isn’t so broad that the manufacturer can invoke it for any inconvenience.
Category 5 — Technical Support
Item 18 — OTA firmware update policy
Contract-critical. Confirm two things in writing: first, that you will be notified before any firmware update is pushed to your deployed fleet — you should have the right to approve or delay updates that could affect your customers’ operations. Second, that OTA update capability itself is included as part of the product — not an add-on service with a separate fee. A charger that requires a field technician visit to update firmware at scale is operationally unmanageable.
What to ask: “Are OTA firmware updates included? Will we be notified before updates are pushed to our deployed fleet? Can we approve or delay updates?”
Item 19 — Technical support response time SLA
Contract-critical. When something breaks in the field at 11 PM, how long before you get a response from the manufacturer? The contract should specify guaranteed response times for different severity levels. A reasonable structure: critical issues (charger completely offline, safety concern) — 4 hours response; major issues (partial functionality loss) — 12 hours; minor issues — 48 hours. Response time means a substantive technical response, not an acknowledgment email.
What to ask: “What are the guaranteed response times for technical support, by severity level? Is this in the contract or just a verbal commitment?”
Item 20 — Dedicated account management
Here’s the full summary in a single view. Use it as a quick reference when reviewing a contract draft.
Worth confirming. Large manufacturers with hundreds of ODM customers often route all support through a general queue. For anything beyond a small first order, confirm that your program will have a dedicated account manager or technical contact — someone who knows your specific product configuration, your CSMS backend, and your customer deployment context. When something goes wrong in the field, you don’t want to spend the first 20 minutes explaining your setup to a generic support agent who has never heard of your program.
The 20-Item Summary
| # | Category | Item | Priority |
|---|---|---|---|
| 1 | IP | Tooling ownership explicitly in contract | 🔴 Contract-critical |
| 2 | IP | Exclusivity on enclosure / firmware / market | 🔴 Contract-critical |
| 3 | IP | Firmware customization IP owned by buyer | 🔴 Contract-critical |
| 4 | IP | Non-compete on identified customer base | 🟡 Worth discussing |
| 5 | Certification | Certificate holder name and contingency rights | 🔴 Contract-critical |
| 6 | Certification | Certification scope verified independently | 🔵 Verify independently |
| 7 | Certification | Certification maintenance responsibility defined | 🔴 Contract-critical |
| 8 | Certification | OCPP firmware version lock and update disclosure | 🔴 Contract-critical |
| 9 | Quality | Warranty period (min 24 months) and scope | 🔴 Contract-critical |
| 10 | Quality | Power module explicitly covered under warranty | 🔴 Contract-critical |
| 11 | Quality | RMA process including cross-shipping capability | 🔴 Contract-critical |
| 12 | Quality | Spare parts guaranteed for 5+ years post-launch | 🔴 Contract-critical |
| 13 | Quality | Defect rate data from existing deployments | 🟡 Worth discussing |
| 14 | Commercial | Payment milestones — max 30% before sample approval | 🔴 Contract-critical |
| 15 | Commercial | Price adjustment mechanism with notice period and cap | 🔴 Contract-critical |
| 16 | Commercial | MOQ flexibility on second and subsequent orders | 🔴 Contract-critical |
| 17 | Commercial | Force majeure clause — scope and remedies | 🟡 Worth reviewing |
| 18 | Technical | OTA updates included; notification before deployment | 🔴 Contract-critical |
| 19 | Technical | Technical support SLA by severity level | 🔴 Contract-critical |
| 20 | Technical | Dedicated account manager for your program | 🟡 Worth confirming |
What to Do If a Manufacturer Won’t Agree to the Critical Items
Some of these items — particularly tooling ownership and warranty coverage of the power module — manufacturers may push back on. Here’s how to read that pushback:
- They say “that’s not our standard contract” but are willing to negotiate: Normal. Push for what you need on the critical items. Be willing to trade volume commitment for exclusivity or longer warranty. Most disputes are solvable if both sides are acting in good faith.
- They say “nobody asks for this” or “we’ve never had a problem”: That’s not a reason not to put it in writing. If it’s never been a problem, there’s no reason not to include the clause. Resistance to reasonable contract terms is a signal about how they’ll behave if a problem does arise.
- They say “we can’t commit to the power module warranty because our supplier doesn’t cover it”: This is sometimes a genuine constraint — the manufacturer is passing through the same limitation their component supplier imposes on them. Ask what their actual defect rate is on the power module, and factor that into your after-sales cost planning.
- They flatly refuse to put tooling ownership in writing: Walk away. This is a non-negotiable item. A manufacturer who won’t commit in writing that the tooling you paid for is yours is either planning to use it for other customers or is uncertain about their own legal position.
One Final Step: Get a Lawyer to Review
This checklist covers the substantive commercial and technical items you need in a private label EV charger agreement. It is not legal advice, and it doesn’t replace a review by a lawyer who understands commercial contracts in your jurisdiction.
For a first ODM program with a significant volume commitment, a lawyer’s review of the contract is a reasonable investment — typically a few hundred to a few thousand dollars depending on complexity. That cost is trivial compared to the cost of a dispute over tooling ownership or certification rights that wasn’t properly documented at the outset.
At minimum, have the contract reviewed by someone with manufacturing or supply chain contract experience in either your jurisdiction or the manufacturer’s (China, for most EV charger ODM programs).
Key Takeaways
- The manufacturer’s standard contract is written to protect the manufacturer. Your job is to ensure your interests are equally protected before you sign.
- 13 of the 20 items are contract-critical — meaning a verbal assurance or email is not sufficient. Get these in writing in the signed agreement.
- The most important IP item: tooling ownership. If the contract doesn’t say the tooling you paid for is yours, it may not be.
- The most important warranty item: power module coverage. It’s the most expensive component in the charger and should be covered under the standard warranty for at least 24 months.
- Never pay more than 30% of the production order value before samples are approved. That’s your main leverage point if the product doesn’t meet spec.
- If a manufacturer won’t put reasonable items in writing, read that as a signal about how they’ll behave when something goes wrong — not just as a contract negotiation position.
Next Steps
Contract signed, order placed — now the focus shifts to getting your brand to market. See our private label EV charger brand launch guide for what to prepare before your first shipment arrives: import logistics, compliance documentation, after-sales process setup, and go-to-market steps for the first 90 days.
JointCharging’s standard ODM agreement covers all 20 items on this checklist. If you’d like to review our standard terms before committing to a program, contact us — we share our contract framework with serious prospective partners under NDA.
Frequently Asked Questions
Who owns the tooling in a standard EV charger ODM agreement?
In a standard ODM agreement without explicit language to the contrary, the manufacturer typically owns the tooling — even if you paid for it — because they designed and built it on their premises. The only way to ensure you own the tooling you paid for is to have explicit ownership language in the signed contract, stating that tooling produced using your NRE payments is your property, cannot be used for other customers, and will be transferred or destroyed on termination of the agreement.
Should the power module be covered under the EV charger warranty?
Yes. The power module is the most expensive single component in a commercial EV charger — typically 40–60% of total BOM cost. Some manufacturers exclude it from the standard warranty, claiming it’s a third-party component or a wear item. For any serious commercial program, push for explicit power module coverage for at least 24 months. A manufacturer who won’t cover it should explain the actual defect rate data on that component, so you can assess the real risk.
What does cross-shipping mean in an EV charger RMA policy?
Cross-shipping means the manufacturer sends a replacement unit before receiving the defective unit back. Standard RMA processes — where you send the defective unit first and wait for the replacement — can leave your customer’s charging station offline for weeks. Cross-shipping compresses that downtime to days. It’s not universal, but it’s available from quality manufacturers and is worth negotiating into your agreement, especially for commercial deployments where downtime has a direct business impact.
What payment terms should I expect in an EV charger ODM contract?
Typical structure: NRE deposit of 30–50% before tooling starts; production deposit of 30% of the production order before mass production begins; balance (70%) paid before or against bill of lading at shipment. The key protection: don’t pay more than 30% of the production order value before samples are approved. That payment milestone is your main leverage point if the product doesn’t meet specification. Any manufacturer asking for 50% or more of production cost before samples are tested is an unusual request worth scrutinizing.
Can I negotiate exclusivity with an EV charger ODM manufacturer?
Yes — but it usually requires a volume commitment in return. Full product exclusivity prevents the manufacturer from producing your customized version for any other buyer and typically requires committing to a minimum annual purchase volume. A more common middle ground is design exclusivity within a specific market or vertical — the manufacturer won’t produce the same enclosure and color combination for another buyer in your target geography, without requiring global exclusivity. What you can realistically negotiate depends on the volume you’re committing to and how differentiated your customization is from their standard lineup.
What happens if I need to sell in multiple markets with different certification requirements?
If your program targets multiple markets — for example, EU (CE) and US (ETL) — confirm whether your manufacturer’s existing certification covers all target regions or if separate filings are required. Some manufacturers have a single product variant that meets both CE and ETL requirements; others require separate hardware configurations. This has cost and timeline implications that should be clarified in the quotation stage, not discovered when you’re ready to ship. Ask specifically: “Does the current certification scope cover all my target markets? If not, what additional certifications are needed and what’s the timeline for each?” Also confirm that the contract covers scenario (a) certification renewal responsibility, (b) ownership of certificates for each market, and (c) the process if you need to add new markets later — whether it’s a simple extension or a full re-certification, and who bears the cost.
