Terms of Service

Clause 1. Scope of Agreement & Incoterms 2020

All international commercial transactions shall be governed by Incoterms® 2020 as published by the International Chamber of Commerce (ICC).

• Unless otherwise specified in the Proforma Invoice, all quotes are FOB (Free on Board) or CIF (Cost, Insurance, and Freight) from the designated Indian port.
• Risk of loss or damage passes from the Seller to the Buyer in accordance with the selected Incoterm.

Clause 2. Export Compliance & Licensing

• Seller’s Responsibility: The Seller shall ensure compliance with the Foreign Trade Policy (FTP) of India and obtain necessary export licenses, including the IEC (Importer Exporter Code).
• Buyer’s Responsibility: The Buyer is solely responsible for ensuring that the imported goods comply with the laws of the destination country, including technical standards, labelling requirements, and health/safety certifications.

Clause 3. Pricing, Payments, and Currency

• Currency: All transactions are denominated in USD (or as specified) to mitigate exchange rate volatility.
• Payment Terms: Standard terms are 100% Irrevocable Letter of Credit (L/C) at sight or Advance Telegraphic Transfer (T/T), unless credit terms have been pre-approved in writing.
• Taxes: The Buyer is responsible for all import duties, VAT, GST (at destination), and customs clearance charges in their respective country.

Clause 4. Inspection and Quality Assurance

• The Buyer has the right to appoint a third-party inspection agency (e.g., SGS or Intertek) at the port of loading in India.
• Claims regarding quantity or visible defects must be filed within 15 days of the shipment's arrival at the port of discharge.

Clause 5. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including but not limited to:

• Acts of God, pandemics, or government-mandated lockdowns.
• Port strikes, shipping vessel delays, or maritime blockades.
• Changes in Indian Export Policy or international trade sanctions.

Clause 6. Limitation of Liability

To the maximum extent permitted under the Indian Contract Act, 1872:

• The Seller’s total liability for any claim shall not exceed the total price paid for the specific shipment in question.
• The Seller is not liable for indirect, consequential, or "loss of profit" damages arising from shipping delays.

Clause 7. Dispute Resolution & Governing Law

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of India.
• Arbitration: Any dispute arising out of this contract shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Kochi, Kerala, and the proceedings shall be conducted in English.
• Jurisdiction: Subject to arbitration, the courts in Kochi shall have exclusive jurisdiction.

Clause 8. Dispute Resolution & Technical Standards

8.1. Technical Tolerances & Specifications

The Buyer acknowledges that in the manufacture of technical textiles and apparel:

• GSM & Composition: A variance of ± 5% in Fabric Weight (GSM) and material composition is considered industry-standard and shall not constitute a defect or breach of contract.
• Color Matching: While the Seller endeavours to match specified pantones, minor shade variations (Delta E < 2.0) between dye lots are acceptable.
• Shrinkage: A dimensional stability tolerance of ± 3% is applicable to all knitted and woven garments unless otherwise specified in the Technical Data Sheet (TDS).

8.2. Amicable Settlement

In the event of any dispute, difference, or claim arising out of or relating to this agreement, the parties shall first attempt to resolve the matter through good-faith negotiations within thirty (30) days of notice.

8.3. Arbitration

If the dispute is not resolved amicably, it shall be referred to and finally resolved by arbitration administered by the Indian Institute of Arbitration & Mediation (IIAM), Kochi, in accordance with its Arbitration Rules.

• Seat of Arbitration: Kochi, Kerala, India.
• Language: The language of the arbitration shall be English.
• Tribunal: The dispute shall be heard by a Sole Arbitrator appointed by the IIAM.
• Finality: The arbitral award shall be final and binding on both parties, and may be entered as a judgment in High Court of Kerala, Republic of India.

8.4. Governing Law

This agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the Republic of India.

8.5. Court and Place of Jurisdiction

The court and place of jurisdiction is Kochi, Republic of India.