1. Definitions
“Seller” means G-Look Fashion Ltd trading as JeansGems Wholesale “Buyer” means the party placing the Custom Design Order. “Goods” means the products described in the Order Confirmation. “Sample” means the pre‑production garment approved by Buyer. “Incoterms® 2020” apply where relevant.

2. Order & Acceptance
2.1 Minimum order quantity (MOQ) is 300 pieces per style.
2.2 An order is binding only when Seller issues a written Order Confirmation and receives the 50 % deposit. Deposits are non‑refundable.
2.3 Changes requested after Order Confirmation may affect price and lead time; Seller must approve changes in writing.

3. Specifications, Samples & Tolerances
3.1 The approved Sample forms the reference standard for bulk production.
3.2 Industry‑standard tolerances apply:
  • Measurement ± 3 % per point of measure
  • Colour shade ± 2 % under D65 light source
  • Fabric weight ± 5 %
3.3 Minor variances within these tolerances do not constitute non‑conformity.
3.4 If Buyer supplies patterns, artwork, or measurements, Buyer bears all risk of fit and compliance.

4. Materials & Substitutions
Seller may substitute equivalent fabric or trims when identical inputs become unavailable, provided overall aesthetic and performance remain materially the same.

5. Price & Payment
5.1 Prices are ex‑works (EXW) unless otherwise stated.
5.2 Payment terms: 50 % deposit on Order Confirmation; 50 % before customs release or within seven (7) days of Seller’s readiness notice, whichever is earlier.
5.3 Late payments accrue interest at 4 % per month.

6. Production & Delivery
6.1 Standard lead time is ninety (90) days from deposit receipt to dispatch; this is an estimate, not a guarantee.
6.2 Seller is not liable for delays caused by force majeure events (e.g., pandemics, transport strikes, port congestion, acts of government).
6.3 Risk of loss transfers per agreed Incoterm (default: FCA exporting warehouse). Insurance is provided only where expressly stated.
6.4 Single carton weight will not exceed 22 kg unless Buyer requests otherwise.

7. Inspection & Claims
7.1 Buyer must inspect Goods within five (5) working days of receipt and notify Seller in writing of any alleged defect or shortage.
7.2 Failure to notify within that period constitutes unconditional acceptance.
7.3 For substantiated claims outside tolerance, Seller may, at its sole option:
  • repair or replace the affected Goods, or
  • issue a credit note up to, but not exceeding, the invoiced value of the affected units.
7.4 These remedies are Buyer’s exclusive remedies; Buyer waives any other rights in law or equity.

8. Returns & Swap‑Back Programme
Custom Design Goods are non‑returnable except under Clause 7. Where offered, the swap‑back programme is governed by separate written terms.

9. Warranty & Liability
9.1 Seller warrants that Goods will conform to Clause 3 for ninety (90) days from delivery.
9.2 Seller expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.
9.3 Maximum aggregate liability of Seller, whether in contract, tort, or otherwise, is limited to the amount actually paid by Buyer for the specific Goods giving rise to the claim.
9.4 Seller is not liable for indirect, incidental, or consequential losses (e.g., lost profits, business interruption).

10. Intellectual Property
10.1 Buyer warrants it owns or has licensed all IP supplied to Seller and will indemnify Seller against any third‑party claims.
10.2 Seller retains ownership of manufacturing know‑how, patterns, and technical data it develops.

11. Confidentiality & Marketing Use
Both parties must keep non‑public information confidential. Seller may display the finished Goods for marketing unless Buyer opts out in writing before Order Confirmation.

12. Compliance & Ethical Production
Seller manufactures in facilities that meet local labour, safety, and environmental regulations. Audit reports are available on request.

13. Termination
Either party may terminate if the other materially breaches and fails to cure within fifteen (15) days of notice. Deposits remain non‑refundable upon Buyer’s termination.

14. Force Majeure
Neither party is liable for failure or delay caused by events beyond reasonable control; the affected party must promptly notify the other and use commercially reasonable efforts to resume performance.

15. Governing Law & Dispute Resolution
This contract is governed by the laws of England & Wales. Disputes shall first be mediated in London under CEDR rules; if unresolved within thirty (30) days, they shall be finally settled by arbitration under the LCIA rules, seat London, language English.

16. Miscellaneous
16.1 Entire Agreement: These T&Cs, the Order Confirmation, and any written amendments form the entire agreement.
16.2 Severability: If any clause is held unenforceable, the remainder remains in effect.
16.3 Assignment: Buyer may not assign rights without Seller’s prior written consent.
16.4 Notices: Must be in writing and deemed received on confirmed email delivery or two business days after recorded post.