1.

Manufacturer is a garment manufacturing and trading services provider that furnishes the personnel, material, equipment, services and facilities to manufacture and trade products for apparel in accordance with specifications provided by the manufacturer or buyer. Buyer desires to engage Manufacturer to manufacture certain of Buyer’s products in accordance with orders issued from time to time by Buyer.

2.

Statement of Work.
Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, to furnish the personnel, material, equipment, services and facilities to manufacture Products in accordance with Buyer provided Specifications (Tech pack, CAD Files, JPEG, Mechanical Drawings and other Special Instructions) as required by Orders issued by Buyer and accepted by Manufacturer in accordance with Section 3. Manufacturer’s manufacturing services shall be performed in accordance with the Specifications and the applicable garment Workmanship Standard.

3.

Manufacturer’s terms and conditions of acceptance are solely within the Manufacturer’s discretion. Buyer’s Orders shall set forth for each ordered Product: the quantity, the applicable Purchase Price and total price, delivery and shipping instructions, the requested delivery schedule, which may be adjusted through regular status reports issued by the manufacturer in accordance with Section 4. By Placing and order, orders shall be governed by these Terms and Conditions, which shall not be changed or supplemented without written acceptance by the Manufacturer.

• Order Modification, Cancellation, or Delivery Schedule Changes requested by Buyer will be binding on the Manufacturer upon Manufacturer’s written acceptance of the request and upon terms, satisfactory to Manufacturer that compensate Manufacturer for all costs incurred by reason of such modification, cancellation or deferment. “Costs” as used herein includes schedule re-planning, production and overhead costs attributable to the order as well as Inventory and Excess Inventory and profits not realized by the Manufacturer due to modification, cancellation or schedule changes. In the event of Order cancellation (i) Manufacturer will ship and Buyer will accept all Products completed prior to the cancellation date [and (ii) the Product warranty will not apply to the Product which is the subject of the cancelled order. (c) Fixing and repairs required to manufacture Buyers products, will be a one-time charge based on a quote for each design.

4.

Shipment and Delivery.
Manufacturer will ship Products in accordance with each accepted Order, subject to these Standard Terms and Conditions. Delivery of Products shall be made F.O.B at the loading dock of the Manufacturer’s facility on the dates specified in the Weekly Status Report issued by Manufacturer listing all pending Orders and the production status of pending Orders. Title to, and risk of loss for, Products shall pass to Buyer at the time of delivery of possession of the Products to a common carrier.

5.

The Product shall be deemed accepted by Buyer when the Product has passed Manufacturer’s inspection and conforms to Specifications and the applicable Garment Workmanship Standard and is delivered to Buyer, namely, placed it in the hands of a common carrier. Buyer shall have seven (7) days to notify Manufacturer of Buyer’s revocation of acceptance of Product based on non-conformance to specifications or to the Garments workmanship standard. Buyer’s revocation must be in writing.

6.

Prices, Invoicing and Payment.
Buyer shall pay Manufacturer the Purchase Price as set forth in the Sales Invoice or in any invoice pertaining to a modification or cancellation. The Purchase Price is exclusive of shipping and insurance costs and national/ international and local taxes, which shall be borne by Buyer.

6

Manufacturer shall invoice Buyer concurrently with each Product shipment. An invoice will include the invoice date, the Invoice number, and the total price and name (if applicable) and address where payment is to be sent.
Buyer shall pay all invoices upon agreed payment terms.
Payment shall be made in USD.
In case of non-payment of any invoice without written agreement between the manufacturer and buyer, the manufacturer holds the right of the goods shipped on the invoice which is deemed as non-paid. Non-paid invoices will be considered by manufacturers after 30days have passed from maturity date of payment due as per agreed payment terms.

7.

Technical Specification
1. Design Sheet
The design sheet shall be provided for all items the Buyer may request a sample and/or the standard piece in producing the order. The Buyer, after providing the design sheet in all its sections, shall confirm and/or acknowledge it. Ignoring or overlooking of the said document shall be the responsibility of the buyer.

1. Sizes and measurement
Each piece is produce in standard sizes which agreed by both parties prior to ordering.
The end measurements of each garment will be adjusted according to the fit selected by you (loose, regular fit and slim fit). There will always be a slight variance from the stated measurements of up to 2 cm due to being handmade – as a customer you acknowledge that each uniform you order (whether the uniforms are from the same purchase) will not be exactly the same. Please specify your requirements, or best bring along a reference sample you have so we can base on that to create the best fit you.

1. Tolerance in measurement
Permissible variation in measurement for each item is as per buyer tolerance level for both length and width.

1. Fabric Density and Shading
Fabric density tolerance is ± 10% from the production sample provided
In case of shading dispute the colors of the fabric or textile must be verified under a D65 light source and in compliance with the gray scale for assessing change in color ISO 105-A02, or using a spectrophotometer.
Manufacturer shall endeavor to keep the shade/color of pieces being produced as close as possible to one of the points here below:

• Wash standard as made available by the Buyer. Wash standard must be signed by the buyer.
• Swatch samples
In case a wash standard is not available, the Buyer shall approve from the available standard. Any difference in color between the approved sample and the various production batches shall not exceed index 4-5 of the grey scale with a half point allowance for eye assessment
Color Fastness and bleeding tests shall be the sole responsibility of the buyer.

8.

Specification Changes.
If Buyer requests that Manufacturer incorporate a technical change into a Product, such request shall include a description of the proposed change sufficient to permit Manufacturer to evaluate it. Manufacturer’s evaluation shall be in writing and shall state the impact of the requested change on the existing delivery schedule and cost. Manufacturer shall not be obligated to proceed with a requested change until the parties have agreed on the changes to the Product, Specifications, estimated delivery schedule and pricing, including the price for additional materials and rework if any.

9.

Force Majeure.
Neither party shall be liable for its failure to deliver due to any occurrence beyond its reasonable control, including fire, floods, war, terror, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances and regulations, allocations and price restrictions, inability to obtain material, equipment or transportation, or any other similar occurrence; provided, however, Buyer’s payment for Products produced and shipped shall not be suspended by any event of force majeure. The party whose performance is prevented by any such occurrence shall promptly give written notice to the other party of the cessation of obligations. The party affected by such occurrence shall use commercially reasonable efforts to minimize the effects of the force majeure event.

10.

Each party agrees that it will maintain and protect the confidentiality of the other party’s Proprietary Information using the same standard of care that such party uses to protect its own Proprietary Information, which in no event shall be less than reasonable care.

11.

Use and Care of Products.
Manufacturer shall not be responsible for any damage that may be caused to the garments due to incorrect laundering or general poor care...