ORDER T&C

GENERAL CONDITION OF CONTRACT

Before progressing with your order, we will need confirmation that you agree to the terms and conditions of sale. It is strongly recommended to read this document in full and to keep a copy for your own records. By entering into a business agreement with BROWNFIELD TEXTILE you agree to comply with and be bound by the following terms and conditions of sale. Unless otherwise agreed in writing by the Seller these conditions which supersede any earlier sets of conditions appearing in the Seller’s catalogues or elsewhere shall override any terms or conditions stipulated incorporated or referred to by the Buyer whether in the order or in any negotiations and all guarantees warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute common law or otherwise are excluded and hereby negatived.

From here on ‘you’ refers to the customer and ‘us’/’we’/'our' refers to BROWNFIELD TEXTILE.

a) “The Seller” means BROWNFIELD TEXTILE and all subsidiary or associated companies

b) “The Buyer” shall mean the individual or company in whose name the order is made out.

c) “The Goods” shall mean the items ordered by the buyer as described on the reverse hereof.

For the orders less than USD 15,000 (FIFTEEN THOUSAND USD)

We accept payment by:

- Bank transfer (T/T)

- Western Union

- PayPal (PayPal Payment we charge extra 3% of Invoice value as transection charge)

For the orders more than USD 15,000+ (FIFTEEN THOUSAND USD) we accept

Or if you wish to pay by L/C (letter of credit), please follow the instruction as below for the orders which are USD 15,000+ (fifteen thousand USD plus)

2. For the orders with amount USD 15,000+ (fifteen thousand USD plus)

1. PRICING AND TERMS

1.1 Quotes are valid for the goods specified in them and for 21 calendar days from date of quote. Alterations may incur a cost rise which will be reflected in a new quote. Please bear in mind that all quotes made are made subject to the terms and conditions of sale. Any order placed is placed subject to the terms and conditions set out here, as stated on the invoice, job sheet and quote.

1.2 Prices stated on our website or in any brochures and catalogues are approximate. A full quote will be made for any order. The price payable for the goods you order and their delivery is as set out in the invoice. We reserve the right to change the prices shown at any time and we will contact you before the order is confirmed in the event of an alteration being made.

2. ORDERING

2.1 Terms  - We accept payment by:

- Bank transfer (T/T)

- Western Union

- PayPal (PayPal Payment we charge extra 3% of Invoice value as transection charge)

- Letter of Credit (L/C)

The payment fee by PayPal, bank transfer, Western Union, L/C opening fee will bear by customer.

If you wish to make an initial deposit for an order, we naturally calculate the initial deposit amount with the cost of raw material. It’s normally 50% (FIFTY PERCENT) to 75% (SEVENTY FIVE PERCENT) of total invoice value. We normally work with initial deposit amount 30 to 50% of invoice value. We must receive payment IN FULL for the goods ordered before the order can be processed. By placing an order, you agree to pay pro-forma for the invoiced goods. Our acceptance of your order brings into existence a legally binding contract between us and you. Customers are reminded that they should satisfy themselves that the products they are ordering are suitable for their requirements before placing an order. No responsibility is placed with BROWNFIELD TEXTILE for the decision to order.

2.2 Orders -  All orders will be set out in a job sheet (a type of order form), which must be approved for an order to proceed. Responsibility for the accuracy of this job sheet lies solely with the customer: mistakes cannot and will not be replaced once your order has entered the production process. Every new job sheet supersedes all other previous job sheets. Acceptance of the job sheet and acceptance/payment of the invoice means you have agreed to all of our Trading Terms and Conditions.

2.3 Artwork and Designs  - You must provide production ready designs in Adobe Illustrator file format. If this is not possible, a redrawing fee may be charged. Pantone/colour references must be provided for print, embroidery and garment colour matching. All garment, print and embroidery colours shown on the website are only as accurate as the web design process allows and will vary with your monitor settings, software and environmental light etc.

We will do our very best to match all colours, but due to the nature of mixing inks, the variance in colour between wet and dry phases of printing, environmental factors and colour conversion, we cannot guarantee a perfect match. We will not be held liable for any errors in matching colour, or loss of earnings in matching colour, nor will we refund goods based on colour matching. If there is any doubt about colour matching, we recommend ordering a sample.

Design positioning must be specified and agreed at the job sheet stage, along with an approved mock-up. Due to variance in the manufacturing stage and the hand-made nature of printing, there may be variance of up to 100mm in any dimension set out in the mockup. Some changes can and may occur between the stated position, origination and final print/embroidery placement or embellishment of any design ordered. All placements are approximate and the print/embroidery will vary depending on the size of the garment - for example, a 40mm print will look smaller on an XXL garment than it would on an XS. By agreeing to these T&Cs you understand that variance in dimensions, placement, colour, ink coverage and visual appearance can change between products and agree to allow us to use our professional judgment in this matter. All artwork, designs and specifications supplied / approved are guidelines for the printing stage only.

2.4 Copyright designs 

2.4.1 Supplied designs -  It is the client’s responsibility to gain authorization to use any copyrighted, trademarked or otherwise licensed material/ logos in their order. We will not be held liable for use of copyrighted, trademarked or otherwise licensed logos, designs or artwork in products supplied to your specifications.

2.4.2 Designs produced by us -  Any designs produced by us for you will remain our intellectual property and may not be used in any other form without our prior written consent.

2.5 Designs  - We may occasionally use examples of custom printed and embroidered clothing we’ve previously produced in our brochures, websites, exhibitions and pitches. If you would prefer to opt-out or keep your relationship to us discreet, please let us know by clearly stating on your order or artwork approval.

2.6 Samples -  Blank samples are non-refundable and charged at the single unit price, plus carriage and may be subject to an administration fee, which will be detailed on the invoice. Printed or embroidered samples are non-refundable and charged at a single unit price, plus carriage, dependent upon print technique a set up charge may be incurred. All printed and embroidered samples will be produced and sent for approval electronic version or physical sample.

The main order will be manufactured in the same way as the sample as closely as the production process allows, therefore approval of the sample for the main production run is equivalent to approval of the finished product. Any variations will be due to the varying nature of garments and will not be due grounds or reason to reject the finished product. Samples will only ever be guidelines for logo placements, colours and ink/thread coverages.

2.7 Origination -  Set-ups charges will be applied dependent upon the print method undertaken, these will be specified to each individual’s needs.

2.8 Returns  - This is a bespoke manufacturing service whereby we manufacture one-of-a-kind goods to your specifications and therefore refunds and returns of goods are not possible. We will accept no returns of garments – blank or customized – for any reason, therefore we encourage customers to take care with the specifications and take care to understand the terms and conditions of their order. By approving your invoice you agree to pay for the goods listed and understand that no refund, replacement or compensation can be claimed for the goods once the order has been placed.

2.9 Availability  - At times, stock-outs and shortages may occur between the times when availability was last checked (invoice) and the point where the stock is drawn down (payment) particularly if there is a delay in payment. In this instance, we will inform you of this as soon as possible and will look to offer replacements (this may affect the price, which will rise or fall accordingly, and may result in an issue of a further invoice to you or remittance advice from us) or we may offer to send the goods on shortly after. The rest of an order will proceed despite the stock-out and cannot be cancelled as a result of stock-outs. We will not be liable for any loss of earnings arising from stock-outs or from any delays in the production process. Any changes to an order will result in a new job sheet. Each new job sheet will supersede all earlier job sheets. Any changes to an order and job sheet that result in a rise in cost, will be re-invoiced to the customer and must be paid pro-forma before the order proceeds.

2.10 Exact Orders -  Due to the nature of clothing manufacture, there are occasionally errors that occur due to manufacture, or genuine mistakes of operatives. We have a thorough Quality Check process that means that almost all rejected products are flagged up in production, however this means that if you require an order of exact quantities, we advise you order 5% more than needed: This is due to the (unlikely) occurrence of seconds in the production process which may mean an order is short after the seconds have been identified. By placing an order you agree that the total quantity of goods delivered may be +/-5% to the order by size, colour, and style on receipt. If we send less product than ordered for this reason, it will be detailed in the dispatch sheet and the product will either be sent on later or you will be issued a credit note for the products held back which will pass to your next order.

2.11 Shortages  - Where shortages occur the credit for these will pass to your next order. We must be informed of any shortages, in writing, within 48 hours of delivery.

2.12 Turnaround Time -  This is heavily dependent upon quantity of product required. Our average order turnaround is 14 - 45 days. Garments made with imported fabric turnaround time is 90 to 120 days. This can be longer on occasions. You will be given a provisional completion date upon order confirmation, and an expected completion date once your signed-off and paid for order enters the production process. We always will do our best to meet delivery deadline. All turnaround durations are estimates and we cannot guarantee exact delivery dates. We will not be liable for any loss incurred due to production or delivery delays.

2.13 Cancellations and Refunds  - Once an order has been placed the manufacturing stage starts immediately and costs are burned immediately by us. Therefore we stress that once an order has been placed, it cannot be cancelled. Returns and refunds cannot be accepted as stated in 2.8.

2.14 Colours: garments, prints and embroideries  - All garment, print and embroidery colours shown on the website are only as accurate as the web design process allows. Garment, print and embroidery colours can only be matched to a pantone/colour reference, which must be provided by the customer and is stated by us as available. In the matching, there will always be variance due to screen resolutions, environmental factors (such as lighting), garment colour influences on the inks and threads, and varying dye strengths. We will do our very best to match all colours, but will not be liable for any errors in matching due to a customer's perceptions. If there is any doubt, we recommend ordering a sample.

2.15 We are not liable for any loss or reimbursement as a result of the resolution, colouring or ink coverage not exactly matching the images provided. Our printing works best on lightly coloured garments. If there is any doubt, we recommend you order a sample.

2.16 Show Through and Ink Coverage  - All prints and embroideries will be applied to the highest quality, but due to the nature of garments there will never be 100% ink or thread coverage. No two garments are the same, and so thread will show through the prints or embroideries on some or all of your products. This is particularly the case when printing light colours on darker garments. We will not be held liable for any loss resulting from this, nor we will accept return of the garments.

2.17 Sizing  - All sizes are estimates and are not guaranteed. If you are concerned about sizing, we recommend ordering samples. Due to the mix of mechanized and human manufacturing, there is some variance in garment sizing between identical products, occasionally up to an inch in each dimension across all manufacturers. Therefore exact sizing cannot be guaranteed, and size charts should be used as a guideline only. We are not responsible for any loss of earnings as a result of mis-ordered sizing or sizing variance. Please get in touch for product specific sizing charts.

2.18 Repairs - Where there has been a genuine manufacturing error i.e. holes, torn etc. We will investigate and endeavor to repair or replace affected goods as we see fit in order to supply garments to specification. We follow garments final inspection and quality process AQL 2.5.

3. Delivery

3.1 Shipping -  The liability for loss or damage in transit, or thereafter, shall pass to the customer upon the delivery of the order to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by us of all necessary ordering information from you. The customer shall bear all costs of transportation and insurance. We will add transportation and insurance costs to your invoice. We shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labour shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from you, or otherwise arisen out of causes beyond our control. Nor shall we at any time be liable for any incidental, special or consequential damages. The customer shall be responsible for all customs clearance and payment of all charges and duties in the territory. The risk passes to the buyer upon leaving us and on delivery to a common carrier. We are not liable for any losses in transit.

3.2 Delays Beyond Our Control -  We shall have no liability to you for any failure or delay in the delivery of goods ordered, or for damage or defect to goods caused by events or circumstances beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).

3.3 Packaged Deliveries -  Orders will arrive boxed in bulk unless stated otherwise. Individual folding and bagging can be supplied at further cost.

3.4 Each delivery shall constitute a separate contract, which shall be subject to these terms, and conditions.

3.5 Mistakes do happen, if you receive incorrect or damaged goods then please contact us within 7 working day so that we can rectify the problem.

4. Additional Terms 

4.1 Warranty  - We will endeavor to provide the highest quality goods as standard, and these will arrive in a merchantable quality. Any wear and tear or depletion of goods due to use and wear are not our responsibility and we will not be obliged to replace or refund any goods. Further to this, it must be noted that our clothing is sensitive to tumble drying and warm washing; both must be avoided. Pay extra attention to the wash care instructions inside the hem label and if in doubt about what these mean, please get in touch. We recommend all items are washed on 30 degrees Celsius and hung out to dry – not tumble dried. If ordering work wear, we recommend ordering a size up.

4.2 Governing Law - The contract between you and us shall be governed by and interpreted in accordance with Bangladesh law, and the Bangladesh courts shall have exclusive jurisdiction to resolve any arising disputes.

4.3 Confidentiality  - All information supplied by either party to the other and identified as confidential by the recipient shall be kept strictly confidential by the recipient and shall not be disclosed to any third party without the other's prior written consent. Each party shall take appropriate steps to ensure that its employees, subcontractors and agents are also bound by confidentiality undertakings with respect to products, suppliers, printers, supply chain, supply partners. All confidential information and documents supplied to either party shall be returned to the supplying party on expiry or termination of this Agreement. The obligations of confidentiality in these Terms and Conditions shall remain in force after expiry or termination or any relationship between you and us.

4.4 Intellectual Property  - All intellectual property associated with our brand, supply chain, processes and all other relevant elements of our business will remain ours. Customers have no right to use our IP without written permission. This IP may only be used whilst we are your supplier: the agreement to use our IP expires immediately when you change supplier, or when we inform you - whichever comes sooner.

4.5 Certifications  - Where a certification is stated, please bear in mind that this will only apply to the garment and it is likely this will not extend to any of the embellishments or labelling, and that the certifying bodies will have terms of use for the certifications that relate to the garment.  BROWNFIELD TEXTILE are not responsible for your use of any certifications, trademarks, artwork, logos or licenses in your product, marketing or otherwise. Customers are strongly recommended to read the latest guidelines from the certification bodies that regulate the use of their logos.

4.6 Labelling  - Labels are a legal requirement in clothing - they serve to give an accurate representation of the contents and wash care standards of the garment they are in. We can add labels, remove labels or replace labels to your specifications, or we may choose to do so for copyright, trademark, intellectual property or commercial confidentiality reasons without prior notice being given. We are legally obliged to ensure that the replacement label will always contain the correct contents and wash care instructions, although the size, design, placement, application style and quality may change. Customers should expect minimal wash care labels in products unless stated otherwise. If you would like a specific label please request this at the order stage. Neck labels are also open to change: they may be branded by a manufacturer, branded by us, designed to your specifications or plain. All labels in all garments are open to change.

4.7 General  - We may subcontract any part or parts of product sourcing, production and delivery of Good and/or Services without prior notice. If we do not have the required stock for your order we may source an exact replacement to fulfil the order. You will not receive prior notice of this if the replacement garment is the same specification, colour, size, style and material. If exact replacements are not available, we will discuss alternatives with you and gain your approval before proceeding.

4.8 Variation  - BROWNFIELD TEXTILE shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of www.brownfieldbd.com.

4.9 Invalidity -  If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.

4.13 Entire Agreement  - These terms and conditions, delivery details and contract details, set out the whole of our agreement relating to the supply of the goods to you by us. These terms and conditions cannot be varied except in writing signed by a director of BROWNFIELD TEXTILE and will always supersede the customer’s Terms. In particular nothing verbally agreed by any of our staff should be understood as a variation of these terms and conditions or as an authorized representation about the nature or quality of any goods offered for sale by us. We shall have no liability for any such representation being untrue or misleading unless it is made fraudulently. No delay or failure on our part to enforce our rights or remedies under these Terms and Conditions shall constitute a waiver on our part or such rights or remedies unless such waiver is confirmed in writing.

These Terms and conditions are legally binding.

BROWNFIELD TEXTILE

Registered in Peoples Republic of Bangladesh

Company Number – 0119180

Registered Address -