Business terms
Commercial Terms
These standard terms set the baseline for business-to-business quotations, samples, custom manufacturing, payment, delivery, and quality matters. Order-specific written terms may supplement or replace them.
Scope and order of precedence
These Commercial Terms apply to quotations, samples, manufacturing orders, and related services supplied by Byon Textile unless we agree different terms in writing. A signed contract, confirmed purchase order, pro forma invoice, approved specification, or written quotation may contain order-specific terms.
If documents conflict, a signed contract takes priority, followed by the pro forma invoice or confirmed purchase order, the approved specification, our written quotation, and then these Commercial Terms. Consumer purchases are not contemplated; our products and services are supplied on a business-to-business basis.
Quotations and order acceptance
A quotation is an invitation to place an order and remains valid only for the period stated in it. Prices and lead times may change before acceptance due to material cost, exchange rate, freight, duty, capacity, or specification changes.
An order becomes binding only when Byon Textile confirms it in writing and receives any required deposit, complete specifications, artwork, size breakdown, and approvals. We may correct obvious clerical or pricing errors before production begins.
Pricing, taxes, and payment
- Prices, currency, minimum quantity, deposit, balance, bank charges, and payment milestones are those stated in the quotation or pro forma invoice.
- Unless expressly included, prices exclude taxes, import duties, customs charges, destination fees, testing, certification, storage, insurance, and special packaging.
- Payments must be made through the agreed channel in cleared funds. The buyer is responsible for its bank and intermediary charges.
- We may pause work or shipment for overdue amounts, with a corresponding adjustment to the delivery schedule. The buyer may not withhold or set off payment unless agreed in writing or required by law.
Specifications, artwork, and approvals
The buyer is responsible for providing accurate, complete, and timely specifications, measurements, size breakdowns, artwork, colours, labels, packaging instructions, compliance needs, and delivery information. Digital colour and screen previews are indicative; approved physical samples or agreed colour standards control where provided.
The buyer confirms it owns or has permission to use all names, logos, artwork, trademarks, designs, and other material supplied to us, and that our authorised use will not infringe another person’s rights. The buyer is responsible for losses or claims resulting from material it did not have the right to use.
Samples, production, and tolerances
Sample charges, courier costs, revision rounds, and sample lead times are stated in the quotation. Bulk production begins after required approvals and payment. Approval of a sample, proof, or specification authorises us to manufacture consistently with that approval.
Textile manufacturing naturally involves commercially reasonable variations in shade, weight, dimensions, print placement, stitching, and quantity. Applicable tolerances, testing standards, and over- or under-production allowances should be agreed in the order documents. Changes after approval may require revised pricing, new samples, and a new delivery schedule.
Lead times, delivery, and risk
Production and transit dates are estimates unless we expressly guarantee a date in writing. Lead time begins only after we have the required deposit, approvals, specifications, and materials. Buyer changes, delayed approvals, carrier disruption, customs, or events outside our reasonable control may extend the schedule.
The quotation or shipping document will state the delivery method and any applicable Incoterm. Risk, freight responsibility, customs clearance, duties, and insurance transfer as provided by that agreed term. Title to goods remains with Byon Textile until we receive full payment to the extent permitted by applicable law.
Inspection, quality claims, and remedies
The buyer should inspect goods promptly after delivery and notify us in writing of any shortage, damage, or alleged non-conformity within the period stated in the order documents, including photographs, counts, and other reasonable evidence. Latent issues should be reported promptly after discovery.
We must have a reasonable opportunity to inspect or verify a claim before goods are used, altered, resold, or returned. If we confirm that goods materially fail the approved specification, the appropriate remedy may be repair, replacement, rework, a credit, or refund for the affected goods, as agreed and subject to applicable law. Returns require written authorisation.
Changes and cancellation
Custom goods are made for the buyer and cannot normally be cancelled or returned for convenience after materials have been committed or production has started. A cancellation or reduction is effective only if we accept it in writing. The buyer must pay for completed work, committed materials, non-recoverable supplier charges, and reasonable cancellation costs.
Compliance and buyer responsibilities
We manufacture to the specifications and compliance requirements agreed in writing. The buyer is responsible for identifying laws, labelling rules, product standards, restricted-substance limits, testing, licences, and import requirements for the markets where goods will be sold or used. Any required testing or certification must be agreed before ordering.
Neither party will use a transaction to violate applicable anti-bribery, sanctions, export-control, forced-labour, or other trade laws. We may suspend or reject an order where reasonably necessary for legal or ethical compliance.
Confidentiality and intellectual property
Each party will take reasonable care of non-public commercial and technical information received from the other and use it only for the relevant business relationship, except where disclosure is legally required or the information is already public without breach.
The buyer retains rights in its pre-existing brands and supplied artwork. Byon Textile retains rights in its pre-existing manufacturing know-how, processes, templates, tools, and general techniques. Ownership or exclusivity for newly created patterns, designs, tooling, or development work applies only where expressly agreed in writing.
Liability and events beyond control
To the extent permitted by law, neither party is liable to the other for indirect, special, or consequential loss, including lost profit or business opportunity. Byon Textile’s aggregate liability arising from an order will not exceed the amount paid for the affected goods or services, except where liability cannot lawfully be limited.
Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, labour disruption, utility or network failure, material shortage, port congestion, customs delay, or carrier interruption. The affected party will take reasonable steps to reduce the impact and resume performance.
Governing law and disputes
The parties should first try in good faith to resolve a dispute through their authorised business representatives. Unless a signed agreement states otherwise, these terms and each order are governed by the laws of Pakistan, and the courts with jurisdiction in Sialkot, Pakistan will have exclusive jurisdiction, subject to any mandatory law that applies.
If any provision is unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver. Notices relating to an order may be sent to the business email or address used in the relevant order documents.
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