Clothtech International Incorporated
In the absence of an executed agreement between parties, the following Terms and Conditions for Order Acceptance will apply.
Manufacturer is a garment manufacturing and trading services provider that furnishes the personnel, material, equipment, services and facilities to manufacture and trade products for original uniform and 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.
- 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 electronics manufacturing services shall be performed in accordance with the Specifications and the applicable garment Workmanship Standard.
- 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. All Orders shall be governed by these Terms and Conditions, which shall not be changed or supplemented without written acceptance by the Manufacturer. Pre-printed terms and conditions on Buyer’s Order form, if any, shall not apply to the Order. No Order is accepted unless Manufacturer issues a Quotation and Sales Invoice.
- 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.
- 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.
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.
- 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 packaging, shipping and insurance costs and national/ international and local taxes, which shall be borne by Buyer. 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 delivery of the product. Payment shall be made in Philippine Peso. Payment not received when due shall bear interest at the rate of 3% monthly from its due date until paid.
- Technical Specification
- 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.
- 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 set of uniform you have so we can base on that to create the best fit you.
- Tolerance in measurement
Permissible variation in measurement for each item is ± ½ inch for both length and width.
The buyer will accept the difference within the tolerance.
- 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 spectophotometer.
Manufacturer shall endeavor to keep the color of pieces being produced as close as possible to one of the points here below:
- Color cards as made available by the Buyer. Digital codes and colors must be approved and cards must be signed and returned to Buyer. Color cards as made available by the Seller
- Swatch samples
In case a color is not available in the color sample book of the manufacturer, the Buyer shall approve from the available colors. Any difference in color between the sample color and the various production batches shall not exceed index 4 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.
- 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.
- Force Majeure.
Neither party shall be liable for its failure to deliver due to any occurrence beyond its reasonable control, including acts of God, 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.
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.
- 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.
- Product Warranty.
Manufacturer warrants that Products supplied to Buyer hereunder will conform to Buyer’s Specifications and will be free from defects in workmanship for a period of seven (7) days from the date of delivery of the Products to Buyer. Buyer shall notify Manufacturer within  hours of Buyer’s receipt of Products, in writing, of any Product defect, which notification shall describe the defect in sufficient detail to permit Manufacturer to isolate the defect. Upon notification from Buyer, Manufacturer will provide Buyer with instructions on returning the Product under a warranty claim. Upon receipt of any Products returned by Buyer pursuant to this Section 11, Manufacturer shall inspect Products in accordance with the applicable Garment Workmanship Standard. If Manufacturer determines that the defect is not due to nonconformity with Specifications or the applicable Garment Workmanship Standard or is unable to isolate any defect or malfunction in the Product, then Buyer is solely responsible for isolation of the defect and buyer will seek instructions on whether Manufacturer should return the Product to Buyer or dispose of it.
If any returned Product contains defects due to nonconformity with the Specifications or the applicable Garment Workmanship Standard, then Buyer’s exclusive remedy and Manufacturer’s sole liability under this warranty will be, at its sole option and expense, to correct or replace the nonconforming or defective Product.
This warranty does not apply to: any first articles, prototypes, pre-production units, test units of a Product, any Products which have been repaired by Buyer or a third party, any Products which have been altered or modified in any way by Buyer or third party; or any Products which have been subject to misuse, abnormal use or neglect or to components received from Buyer. Clothtech International Incorporated will not be held liable in the case of damage to a product that occurs during customer contracted rework.
THE PRODUCT WARRANTY STATED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AS TO QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE, WHETHER IMPLIED BY CUSTOM OR LAW. WITHOUT LIMITING THE FOREGOING DISCLAIMER, BUYER ACKNOWLEDGES AND AGREES THAT MANUFACTURER DOES NOT WARRANT ANY PARTS, COMPONENTS OR OTHER MATERIALS PROVIDED TO MANUFACTURER BY BUYER AND USED IN THE MANUFACTURE OF THE PRODUCTS.
- LIMITATION OF LIABILITY.
IN NO EVENT SHALL THE MANUFACTURER BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOSS OF PROFITS DAMAGES, ARISING OUT OF THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT, OR USE OF ANY PRODUCTS OR THE FURNISHING OF ANY SERVICE, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT, STRICT LIABILTIY OR OTHERWISE, EVEN IF BUYER HAS BEEN WARNED OF THE POSSIBLITY OF ANY SUCH DAMAGES.
Buyer shall defend, indemnify and hold Manufacturer and its subsidiaries, officers, directors, employees, agents and representatives harmless from any and all claims, demands, liabilities, actions, suits, proceedings, losses, injuries, death, judgments, and/or costs (including without limitation reasonable attorneys’ fees and related costs) based on or arising out of any claims or demands based on or relating to: Manufacturer’s use of Buyer’s Proprietary Information the design of the Products; Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; Buyer’s violation or alleged violation of any national/ international, s or local laws or regulations, including the laws and regulations governing product safety, labeling, packaging and labor practices; or a breach by Buyer of any of these terms and conditions. Manufacturer shall give written notice of any claim or potential claim to Buyer within a reasonable time following the time at which Manufacturer first became aware of the claim for indemnification hereunder. Buyer may, at its option, have control of any litigation and appointment of counsel in defense of any third party claim for which Manufacturer seeks indemnification. No suit or proceeding shall be settled or compromised without the prior written consent of Manufacturer. The obligation to indemnify under this shall survive the termination or expiration of the accepted Order.
- Relationship and Governing Law
(a) Relationship. These Terms and Conditions and the agreements referenced herein constitute the entire agreement of the parties with respect to Manufacturer’s services for Buyer and can be modified only by written agreement. (b). Governing Law. The validity, interpretation and performance of these Terms and Conditions shall be governed by the laws of the Philippines, without regard to conflicts of laws principles. Venue for any suit, action or proceeding pertaining to these Terms and Conditions, including any Order, Invoice, Warranty or indemnification claim, shall be in the Municipal Trial courts of Antipolo City, Philipines, as Manufacturer elects. In any arbitration, suit or action to enforce these Terms and Conditions or for the breach of same, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses therein, including expert fees, deposition costs and attorneys fees as fixed by the arbitrator, trial court and appellate court.