Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", or "your") and 3A APPARELS (Private) Limited, a company incorporated under the Companies Act 2017 of Pakistan, with its registered office at 22-K.M Off Ferozepur Road, Rohi Nala, Near Allaho Pull, Gajumatta, Lahore, Punjab, Pakistan ("3A APPARELS", "Company", "we", "us", or "our").

These Terms govern your access to and use of our website (www.3aapparels.com), our manufacturing services, and all related business interactions. By accessing our website, submitting inquiries, requesting samples, placing orders, or engaging our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use our services.

2. Definitions

For the purposes of these Terms:

• "Services" means all manufacturing, design, sampling, production, quality control, and related services provided by 3A APPARELS.
• "Products" means all garments, apparel, and textile goods manufactured by 3A APPARELS.
• "Order" means any purchase order, manufacturing order, or service request placed by the Client.
• "Specifications" means the technical requirements, designs, materials, and quality standards for Products as agreed between the parties.
• "Intellectual Property" means all patents, trademarks, copyrights, trade secrets, designs, and other proprietary rights.
• "Confidential Information" means any non-public information disclosed by either party.
• "Force Majeure" means events beyond reasonable control including natural disasters, war, government actions, and pandemics.

3. Scope of Services

3.1 Manufacturing Services

3A APPARELS provides the following B2B manufacturing services:

• OEM (Original Equipment Manufacturing): Production of garments according to Client-provided specifications and designs.
• ODM (Original Design Manufacturing): Design development and manufacturing services including trend research, fabric development, and sample creation.
• Private Label Manufacturing: Full-service production under Client's brand identity.
• Bulk Production: Large-scale manufacturing for established product lines.

3.2 Service Limitations

Our services are exclusively business-to-business (B2B). We do not:

• Sell directly to individual consumers.
• Accept orders below our minimum order quantities (MOQ).
• Manufacture products that infringe third-party intellectual property rights.
• Produce items prohibited by Pakistani law or international trade regulations.

4. Orders, Quotations, and Pricing

4.1 Quotations

• All quotations are provided in good faith based on information available at the time.
• Quotations remain valid for 30 days unless otherwise specified.
• Prices are subject to change based on raw material costs, currency fluctuations, and order specifications.
• Quotations do not constitute binding offers and are subject to final confirmation.

4.2 Order Confirmation

• Orders are confirmed only upon written acceptance by 3A APPARELS and receipt of required deposits.
• Confirmed orders constitute binding agreements subject to these Terms.
• Changes to confirmed orders may incur additional charges and affect delivery schedules.

4.3 Minimum Order Quantities

Minimum order quantities vary by product category and complexity. Standard MOQs are typically 300-500 pieces per style/color, though specific requirements will be communicated during the quotation process.

4.4 Pricing Terms

• All prices are quoted in USD unless otherwise specified.
• Prices are typically quoted FOB Karachi/Lahore or CIF destination port.
• Prices exclude import duties, taxes, and customs clearance in the destination country.
• Sampling charges may apply and are typically credited against confirmed production orders.

5. Payment Terms

5.1 Standard Payment Terms

• 30% deposit upon order confirmation.
• 70% balance payment against shipping documents or as per agreed LC terms.
• Payment via Telegraphic Transfer (TT) or Irrevocable Letter of Credit (LC).
• Alternative payment terms may be negotiated for established clients with satisfactory credit history.

5.2 Late Payment

• Late payments may incur interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.
• 3A APPARELS reserves the right to suspend or terminate services for overdue accounts.
• Client shall be responsible for all collection costs, including legal fees.

5.3 Currency and Banking

All payments must be made to 3A APPARELS' designated bank accounts. Wire transfer fees are the responsibility of the sender. Payments must be made free and clear of any deductions, withholdings, or set-offs.

6. Production and Delivery

6.1 Production Timeline

• Production timelines are estimates provided in good faith and commence upon receipt of deposit and all required approvals.
• Timelines may be affected by factors including material availability, approval delays, and order modifications.
• 3A APPARELS will communicate any anticipated delays promptly.

6.2 Shipping and Delivery

• Shipping terms (FOB, CIF, etc.) as specified in the order confirmation.
• Risk of loss passes to Client according to the applicable Incoterm.
• Client is responsible for import clearance, duties, and local delivery.
• Partial shipments may be arranged with Client consent.

6.3 Documentation

3A APPARELS will provide standard export documentation including commercial invoice, packing list, bill of lading/airway bill, and certificate of origin. Additional documentation (e.g., GSP certificates, compliance certificates) may be provided upon request, subject to applicable charges.

7. Quality Standards and Inspection

7.1 Quality Commitment

• Products will be manufactured in accordance with agreed specifications and approved samples.
• 3A APPARELS maintains quality control procedures including in-line inspection and final audit.
• AQL (Acceptable Quality Level) standards as per industry norms or as specifically agreed.

7.2 Client Inspection

• Client or authorized representatives may conduct pre-shipment inspections at our facilities.
• Inspection requests must be made at least 7 days in advance.
• Third-party inspection services may be engaged at Client's expense.

7.3 Sample Approval

Production will not commence until Client provides written approval of pre-production samples. Failure to approve samples within the agreed timeframe may affect delivery schedules.

8. Claims, Returns, and Disputes

8.1 Claims Procedure

• Quality claims must be submitted in writing within 14 days of goods receipt.
• Claims must include detailed description, photographs, and supporting documentation.
• Goods must be held for inspection and not sold, altered, or destroyed pending claim resolution.

8.2 Remedies

For valid claims, 3A APPARELS may, at its discretion:

• Repair or replace defective products.
• Provide credit or refund for the affected goods.
• Negotiate alternative remedies acceptable to both parties.

8.3 Limitation of Liability

Total liability for any claim shall not exceed the invoice value of the affected goods. 3A APPARELS shall not be liable for indirect, consequential, special, or punitive damages, including lost profits, lost sales, or damage to reputation.

9. Intellectual Property

9.1 Client IP

• Client retains all rights to designs, trademarks, and specifications provided to 3A APPARELS.
• 3A APPARELS will use Client IP solely for fulfilling orders and will not share with third parties.
• Client warrants that provided materials do not infringe third-party rights.

9.2 3A APPARELS IP

• All proprietary processes, techniques, and know-how remain the property of 3A APPARELS.
• ODM designs developed by 3A APPARELS belong to 3A APPARELS unless otherwise agreed in writing.
• Ownership of ODM designs may be transferred upon full payment and execution of IP transfer agreement.

9.3 Indemnification

Client agrees to indemnify and hold harmless 3A APPARELS from any claims, damages, or expenses arising from alleged infringement of third-party intellectual property rights in designs, materials, or specifications provided by Client.

10. Confidentiality

• Both parties agree to maintain confidentiality of all non-public information exchanged.
• Confidential information includes pricing, specifications, business strategies, and customer lists.
• Confidentiality obligations survive termination of the business relationship for a period of 5 years.
• Disclosure may be made where required by law, subject to advance notice where legally permitted.

3A APPARELS implements reasonable security measures to protect Client confidential information and restricts access to personnel with a need to know.

11. Compliance and Ethics

11.1 Regulatory Compliance

3A APPARELS commits to compliance with:

• All applicable Pakistani laws and regulations.
• International trade laws and export control regulations.
• Product safety and labeling requirements for destination markets.
• Environmental regulations and chemical restrictions (REACH, CPSIA, etc.).

11.2 Social Compliance

• Prohibition of child labor and forced labor.
• Safe and healthy working conditions.
• Fair wages and working hours in compliance with Pakistani labor laws.
• Freedom of association and non-discrimination.

11.3 Anti-Corruption

Both parties agree to conduct business ethically and in compliance with anti-corruption laws including the Pakistan National Accountability Ordinance, UK Bribery Act, and US Foreign Corrupt Practices Act where applicable.

12. Force Majeure

Neither party shall be liable for failure or delay in performance due to Force Majeure events, including but not limited to:

• Natural disasters, floods, earthquakes, or severe weather.
• War, civil unrest, terrorism, or military action.
• Government actions, embargoes, or trade restrictions.
• Pandemics, epidemics, or health emergencies.
• Infrastructure failures, power outages, or communication breakdowns.
• Labor disputes or strikes beyond the party's control.

The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If Force Majeure continues for more than 90 days, either party may terminate affected orders without penalty.

13. Termination

13.1 Termination for Convenience

Either party may terminate the general business relationship upon 30 days written notice. Termination does not affect existing confirmed orders, which remain subject to these Terms.

13.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice.
• Becomes insolvent, files for bankruptcy, or ceases operations.
• Engages in illegal or unethical conduct.

13.3 Order Cancellation

Cancellation of confirmed orders by Client may result in charges for materials purchased, work completed, and reasonable overhead costs. No cancellation is permitted once production has substantially commenced (typically when 50% of materials have been cut).

14. Dispute Resolution

14.1 Negotiation

The parties agree to attempt to resolve any disputes through good faith negotiation. Disputes shall be escalated to senior management within 14 days of written notice.

14.2 Arbitration

If negotiation fails, disputes shall be finally settled by arbitration under the rules of the Lahore Chamber of Commerce and Industry (LCCI) or, for international disputes, the rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be Lahore, Pakistan.

14.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to conflict of laws principles.

15. Limitation of Liability

• 3A APPARELS' total liability under these Terms shall not exceed the amounts paid by Client for the specific order giving rise to the claim.
• In no event shall 3A APPARELS be liable for indirect, incidental, consequential, special, or punitive damages.
• These limitations apply to all causes of action including breach of contract, negligence, and strict liability.

Some jurisdictions do not allow limitation of certain damages, so these limitations may not apply to you to the extent prohibited by applicable law.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any order confirmations and written agreements, constitute the entire agreement between the parties and supersede all prior discussions and agreements.

16.2 Amendment

3A APPARELS may modify these Terms at any time by posting updated Terms on our website. Changes become effective upon posting or as specified. Continued use of our services constitutes acceptance of modified Terms.

16.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.4 Waiver

Failure to enforce any right or provision shall not constitute a waiver of such right or provision.

16.5 Assignment

Client may not assign or transfer rights or obligations without prior written consent. 3A APPARELS may assign its rights to any affiliate or successor entity.

16.6 Notices

All notices must be in writing and sent to the addresses specified in order documentation or to the email addresses on record. Notices are effective upon receipt.

17. Contact Information

For questions regarding these Terms of Service, please contact: