FBRC Manufacturing — Terms of Service & Supply Chain Policies
Effective Date: June 22, 2018
Welcome to FBRC (“the Company,” “Manufacturer,” “Service Provider,” “we,” “us,” or “our”). FBRC operates as a premier, independent commercial B2B garment sourcing and textile manufacturing entity. By submitting a Purchase Order (PO), confirming a Proforma Invoice (PI), or accessing our manufacturing capacities, your enterprise (“Buyer,” “Client,” “you,” or “your”) explicitly agrees to be bound by the comprehensive supply chain policies, manufacturing regulations, and liability limitations set forth below.
1. Definition of Services & Order Acceptance
1.1 Scope of Commercial Operations
FBRC provides industrial-scale apparel sourcing, raw material and yarn procurement, textile milling, pattern and sample development, commercial bulk apparel production, quality control, and export packaging services.
1.2 Formal Order Protocol
Submission of Order: The manufacturing cycle initiates exclusively when the Buyer submits a formal, detailed written Purchase Order (PO) specifying complete design tech-packs, material compositions, fabric weight (GSM), size breakdowns, and explicit Pantone® color references.
Proforma Invoice Confirmation: No PO is deemed accepted or binding upon FBRC until we issue a formal corporate Proforma Invoice (PI) validating production feasibility and pricing allocations.
1.3 Commencement of Production Timelines
All estimated production lead times, factory floor allocations, and delivery schedules are conditional. Lead times commence exclusively on the business day that the required initial deposit clears in full as unencumbered funds into FBRC's designated corporate bank account. FBRC accepts no liability for delayed production schedules resulting from banking or wire transfer holds.
2. Shipping, Logistics, and International Risk Transfer
2.1 Standard Incoterms
Unless explicitly negotiated otherwise and executed in writing within the definitive Proforma Invoice, all international shipments are processed under FOB (Free on Board - Incoterms 2020) at our designated port of origin, or EXW (Ex Works) at our manufacturing facility. DDP if Client's choice.
2.2 Point of Risk and Title Transfer
Legal title to the cargo and all associated risk of loss, damage, theft, or textile degradation transfers completely and irrevocably to the Buyer the exact moment the goods are delivered to the carrier, freight forwarder, or Buyer’s logistics agent at the port or facility of origin. FBRC maintains zero custodial liability once cargo has cleared export customs loading at the origin port.
2.3 Exclusions for Logistical and Consequential Delays
FBRC coordinates complex global textile supply chains; however, the company does not control macroeconomic transit frameworks.
FBRC shall not be held liable for commercial delays caused by customs audits, port congestion, maritime lane disruptions, global container shortages, or third-party carrier negligence.
Limitation of Liability: Under no circumstances shall FBRC be liable to the Buyer, its retail affiliates, or any third party for consequential damages, liquidated damages, chargebacks, seasonal missed-market costs, loss of business, or lost retail profits arising from logistics or delivery delays.
3. Quality Assurance (QA) & Dispute Resolution
3.1 Strict 7-Day Destination Inspection Window
The Buyer must conduct a comprehensive quality inspection of the imported apparel cargo immediately upon arrival. Any cosmetic, structural, measurement, or variance claims must be formally submitted to FBRC in writing within seven (7) business days from the date of the cargo’s arrival at the destination port or facility.
Notice of Forfeiture: Failure to submit a written quality claim within this 7-day window constitutes absolute, irrevocable acceptance of the cargo and an unconditional waiver of any future quality or defect claims.
3.2 Certified AQL Inspection Requirements
FBRC manufactures to internationally recognized standards. To file a valid quality claim, the claim must be accompanied by an official, objective Acceptable Quality Limit (AQL) inspection report executed by an accredited, independent third-party inspection agency (e.g., SGS, Intertek, Bureau Veritas). The report must prove a systemic manufacturing defect rate that exceeds the specific AQL thresholds explicitly agreed upon in the technical specifications sheet attached to your PI.
3.3 Mandatory Dispute Escalation Pathway
In the event of a commercial dispute or performance variance, the Parties agree to exhaust the following legal and operational pathways prior to seeking external remedies:
Mutual Executive Negotiation: Senior executives from both FBRC and the Buyer shall meet via formal channels within fourteen (14) days of the written notice to negotiate a good-faith commercial settlement.
Binding Arbitration: If executive negotiation fails, the dispute shall be resolved through final, binding arbitration under the rules of the International Chamber of Commerce (ICC) or the commercial arbitration center within our primary corporate registration's jurisdiction. The proceedings shall be conducted in English.
Litigation Bar: Filing public court litigation or pursuing judicial lawsuits is strictly barred unless the mandatory negotiation and binding arbitration phases have been fully executed and exhausted.
4. Refund, Amendment, and Order Cancellation Policy
4.1 Non-Refundability of Production Deposits
FBRC operates on a strict custom-manufacturing basis. All initial deposits paid toward commercial bulk apparel production runs are 100% non-refundable. Upon deposit clearance, capital is immediately deployed to book yarn, mill custom textiles, mix dye batches, and secure specialized trims. These materials represent dedicated, non-liquidatable manufacturing liabilities.
4.2 Verified Manufacturing Defects & Exclusive Remedies
If an independent third-party AQL report verifies systemic manufacturing defects attributable solely to FBRC's workmanship or negligence, cash refunds are strictly prohibited. FBRC will fulfill its liability through one of the following remedies, determined at our sole discretion:
Repair: Repair of the defective garment units by FBRC or an authorized regional agent.
Replacement: Remanufacturing and replacement of the verified defective units, subject to standard textile and material sourcing lead times.
Credit Memo: Issuance of a credit note applied exclusively toward the Buyer's future production runs with FBRC.
4.3 Post-Cutting Cancellation Financial Penalties
If a Buyer requests an amendment, suspension, or cancellation of an order after the fabric cutting phase has commenced on the factory floor, the Buyer automatically forfeits the entirety of their deposit and remains legally liable to indemnify FBRC for 100% of the total contract value reflected in the Proforma Invoice. This covers specialized labor costs, factory floor displacement, and pre-booked material liabilities.
5. Supply Chain Disruption & Legal Boilerplate
5.1 Textile Force Majeure
FBRC shall not be deemed in default, nor held liable for any delay or failure in manufacturing performance, resulting from events beyond our reasonable control. This includes acts of God, war, civil unrest, government-mandated industrial shutdowns, regional or national power grid failures, energy rationing, fabric or yarn market shortages, raw material embargoes, labor strikes, lockouts, or widespread public health pandemics affecting manufacturing zones.
5.2 Severability
If any clause, sub-clause, or provision of these Terms of Service is deemed invalid, illegal, or unenforceable by an arbitral tribunal or court of law, that specific provision shall be severed, and the remaining sections of this policy document shall remain in full force and effect.
5.3 Governing Law
These website policies, commercial agreements, and all transactional orders shall be governed exclusively by, and construed in accordance with, the commercial and corporate laws of the jurisdiction where FBRC's primary corporate registration resides, without giving effect to any principles of conflicts of law.
5.4 Entirety of Agreement
These online supply chain terms, along with the specific transaction-confirmed Proforma Invoices and technical spec sheets issued by FBRC, constitute the entire and exclusive agreement between the parties regarding B2B apparel manufacturing services. They supersede all prior oral or written representations, negotiations, or website text.
