Terms and Conditions
Terms and Conditions
1. SCOPE AND PRECEDENCE
1.1 Binding Agreement: These Terms and Conditions (“Agreement”) govern the sale and manufacture of all textile products (“Products”) by Covenant Tex (“Manufacturer”) to the purchasing organisation (“Client”).
1.2 Entire Agreement: This Agreement supersedes all prior negotiations. Any conflicting terms in a Client’s Purchase Order are expressly rejected unless incorporated via a signed Addendum.
1.3 Contract Formation: A binding contract is formed only upon the Manufacturer’s written Order Confirmation, issued pursuant to the procedures in Section 4.2.
1.1 Binding Agreement: These Terms and Conditions (“Agreement”) govern the sale and manufacture of all textile products (“Products”) by Covenant Tex (“Manufacturer”) to the purchasing organisation (“Client”).
1.2 Entire Agreement: This Agreement supersedes all prior negotiations. Any conflicting terms in a Client’s Purchase Order are expressly rejected unless incorporated via a signed Addendum.
1.3 Contract Formation: A binding contract is formed only upon the Manufacturer’s written Order Confirmation, issued pursuant to the procedures in Section 4.2.
2. PRODUCT CLASSIFICATION
2.1 Stock Products: Standard inventory items produced to Manufacturer’s specifications.
2.2 White Label Products: Existing Manufacturer designs rebranded with Client-provided labels or packaging.
2.3 Private Label Products: Bespoke goods manufactured to Client’s exclusive technical specifications as defined in Section 4.1.
2.1 Stock Products: Standard inventory items produced to Manufacturer’s specifications.
2.2 White Label Products: Existing Manufacturer designs rebranded with Client-provided labels or packaging.
2.3 Private Label Products: Bespoke goods manufactured to Client’s exclusive technical specifications as defined in Section 4.1.
3. PAYMENT TERMS AND CREDIT
3.1 Stock Products (Net 14): Subject to credit approval, invoices for Stock Products are due fourteen (14) days from the invoice date.
3.2 Custom Orders (White & Private Label):
3.2.1 A 50% non-refundable deposit is required prior to raw material procurement.
3.2.2 The remaining 50% balance is due prior to dispatch, as defined by the Incoterms in Section 6.1.
3.3 Default and Interest: Late payments accrue interest at [e.g., 1.5%] per month. Manufacturer reserves the right to suspend production under Section 4 if any invoice remains unpaid.
3.4 Retention of Title: Title to Products remains with the Manufacturer until cleared funds are received in full.
3.1 Stock Products (Net 14): Subject to credit approval, invoices for Stock Products are due fourteen (14) days from the invoice date.
3.2 Custom Orders (White & Private Label):
3.2.1 A 50% non-refundable deposit is required prior to raw material procurement.
3.2.2 The remaining 50% balance is due prior to dispatch, as defined by the Incoterms in Section 6.1.
3.3 Default and Interest: Late payments accrue interest at [e.g., 1.5%] per month. Manufacturer reserves the right to suspend production under Section 4 if any invoice remains unpaid.
3.4 Retention of Title: Title to Products remains with the Manufacturer until cleared funds are received in full.
4. MANUFACTURING AND QUALITY CONTROL
4.1 Technical Specifications: For Private Label orders, Client must provide a technical file. Manufacturer is not liable for deviations from specifications not explicitly documented in the Order Confirmation.
4.2 Sample Approval: Mass production commences only upon written approval of a pre-production sample. Bulk production shall materially conform to this approved sample.
4.3 Textile Variance: Client acknowledges that industry-standard variances of ±5% in final quantity and minor shade variations (Delta-E) constitute full performance under this Agreement.
4.4 Tooling and Setup: Client shall pay a non-refundable Setup Fee for custom patterns. Tooling paid for by the Client remains Client property but shall be stored by the Manufacturer.
4.1 Technical Specifications: For Private Label orders, Client must provide a technical file. Manufacturer is not liable for deviations from specifications not explicitly documented in the Order Confirmation.
4.2 Sample Approval: Mass production commences only upon written approval of a pre-production sample. Bulk production shall materially conform to this approved sample.
4.3 Textile Variance: Client acknowledges that industry-standard variances of ±5% in final quantity and minor shade variations (Delta-E) constitute full performance under this Agreement.
4.4 Tooling and Setup: Client shall pay a non-refundable Setup Fee for custom patterns. Tooling paid for by the Client remains Client property but shall be stored by the Manufacturer.
5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
5.1 IP Warranty: Client warrants that all designs provided for White or Private Label Products do not infringe third-party rights.
5.2 Indemnification: Client shall indemnify Manufacturer against all claims and legal fees arising from IP infringement related to Client-provided branding.
5.3 Exclusivity: Manufacturer shall not sell the Client’s unique Private Label designs to third parties during the term of this Agreement.
5.1 IP Warranty: Client warrants that all designs provided for White or Private Label Products do not infringe third-party rights.
5.2 Indemnification: Client shall indemnify Manufacturer against all claims and legal fees arising from IP infringement related to Client-provided branding.
5.3 Exclusivity: Manufacturer shall not sell the Client’s unique Private Label designs to third parties during the term of this Agreement.
6. DELIVERY AND INSPECTION
6.1 Incoterms: Unless otherwise agreed, all shipments are [e.g., EXW – Ex Works]. Risk passes to the Client upon delivery to the carrier.
6.2 Inspection Period: Client must notify Manufacturer of defects in writing within seven (7) business days of receipt. Failure to notify constitutes absolute acceptance under Section 1.3.
6.3 Limitation of Liability: Manufacturer’s liability is strictly limited to the replacement value of defective Products. Consequential losses are expressly excluded.
6.1 Incoterms: Unless otherwise agreed, all shipments are [e.g., EXW – Ex Works]. Risk passes to the Client upon delivery to the carrier.
6.2 Inspection Period: Client must notify Manufacturer of defects in writing within seven (7) business days of receipt. Failure to notify constitutes absolute acceptance under Section 1.3.
6.3 Limitation of Liability: Manufacturer’s liability is strictly limited to the replacement value of defective Products. Consequential losses are expressly excluded.
7. GOVERNING LAW AND DISPUTES
7.1 Jurisdiction: This Agreement is governed by the laws of Commonwealth Australia & South Australia.
7.2 Resolution: Parties shall seek resolution via mandatory mediation before initiating litigation in the courts of Adelaide City.
7.1 Jurisdiction: This Agreement is governed by the laws of Commonwealth Australia & South Australia.
7.2 Resolution: Parties shall seek resolution via mandatory mediation before initiating litigation in the courts of Adelaide City.