THFABRIC.CO STUDIO & SERVICES

 

B2B MANUFACTURING, DEVELOPMENT, PAYMENT, CANCELLATION, QUALITY AND LOGISTICS TERMS

 

Effective Date: 25.07.2026

Version: 1.2

 

These Terms apply solely to business-to-business transactions and govern all quotations, product development, sampling, sourcing, manufacturing, packaging, storage, transport coordination and related services supplied by:

 

Hakan Mehmet Birogul trading as THFABRIC.CO Studio & Services, registered at Mimar Sinan Mahallesi 1420. Sokak No:114 Kat2 İç Kapı no:3 Alsancak İzmir, tax/registration number 1780632291 (“THFABRIC”, “Supplier”, “we” or “us”).

 

The purchasing, commissioning or instructing legal entity is referred to as the “Client”.

 

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1. APPLICATION AND CONTRACT DOCUMENTS

 

1.1. These Terms apply to every quotation, estimate, sample request, development program, proforma invoice, commercial invoice, order confirmation, purchase order and manufacturing or supply arrangement involving THFABRIC.

 

1.2. The Client accepts these Terms upon the earliest occurrence of any of the following:

 

a. approving a quotation, order confirmation or proforma invoice;

b. making any deposit, advance, sample, development, material or production payment;

c. requesting or approving any sample, fabric, artwork, measurement, label, packaging or production detail;

d. instructing THFABRIC to reserve capacity, source materials or commence work;

e. submitting an invoice into its accounting or payment system;

f. requesting an administrative correction to an invoice; or

g. otherwise permitting THFABRIC to perform work for the Client.

 

1.3. The Client’s own purchase-order conditions, vendor terms, portal terms, procurement policies or standard conditions do not apply unless expressly accepted in a separately signed document by an authorised THFABRIC representative.

 

1.4. Failure by THFABRIC to object to a Client document shall not constitute acceptance of any inconsistent or additional term.

 

1.5. The documents governing an order shall rank in the following order:

 

a. a separately signed Manufacturing Agreement;

b. THFABRIC’s Order Confirmation;

c. the approved Proforma Invoice;

d. the final approved technical pack, sample and approval record;

e. these Terms;

f. other project correspondence.

 

1.6. Any exception applies only to the specific order for which it was expressly granted and does not create a precedent for any other order.

 

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2. AUTHORITY OF CLIENT REPRESENTATIVES

 

2.1. Every employee, consultant, agent, designer, production manager, procurement representative or other person:

 

a. introduced by the Client;

b. using the Client’s business email domain;

c. included in an approved Client messaging group;

d. copied into the Client’s project correspondence; or

e. otherwise presented as acting for the Client,

 

shall be treated as authorised to provide instructions and approvals on the Client’s behalf.

 

2.2. THFABRIC may rely on all instructions, approvals and commitments issued by such persons until written revocation of authority is received.

 

2.3. The resignation, termination, replacement or later disassociation of a Client representative does not invalidate any instruction, sample request, approval, commitment or cost authorised while that person acted or appeared to act for the Client.

 

2.4. The Client is solely responsible for controlling its internal authority and approval structure.

 

2.5. The absence of an internal purchase order, procurement approval, vendor number or management signature does not invalidate an external commitment already communicated to and relied upon by THFABRIC.

 

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3. QUOTATIONS, PACKAGE PRICING AND COST CHANGES

 

3.1. Quotations remain valid for the period stated or, if no period is stated, seven calendar days.

 

3.2. Prices are based on the quantities, specifications, exchange rates, labour, material, utility, freight and supplier costs applicable on the quotation date.

 

3.3. Prices may be revised where:

 

a. quantities, sizes, colours or specifications change;

b. the Client delays approvals or payment;

c. the project is placed on hold;

d. material, labour, energy, exchange-rate, freight or supplier costs change;

e. additional operations become necessary; or

f. information originally supplied by the Client was incomplete or inaccurate.

 

3.4. Any price stated for a combined program, package, collection, normalisation structure or multiple-product order is conditional upon the Client proceeding with the complete agreed package.

 

3.5. If the Client removes, postpones, cancels or reduces any part of a package, THFABRIC may:

 

a. withdraw the package discount;

b. retrospectively reprice the remaining products at standalone rates;

c. revise minimum quantities; and

d. issue a reconciliation for the resulting difference.

 

3.6. Unless expressly stated as “included”, quotations exclude freight, cargo insurance, customs clearance, import duties, taxes, destination charges, laboratory tests, certification, warehousing and third-party services.

 

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4. FORMATION OF A BINDING ORDER

 

4.1. A binding order is formed when:

 

a. the commercial scope, quantity and price are confirmed in writing; and

b. the Client makes the required payment or instructs THFABRIC to proceed; and

c. THFABRIC confirms the order or begins performance in reasonable reliance on the Client’s instruction.

 

4.2. A formal purchase order is not required where the order is evidenced by emails, messages, invoice processing, payments, approvals, samples or the conduct of the parties.

 

4.3. Administrative processing through Bill.com, an ERP system, procurement portal, accounts-payable platform or similar system is a payment convenience only. It does not alter the order, due date or Client’s contractual liability.

 

4.4. A request to change an invoice date, number, address, format or accounting reference is not a rejection of the underlying order or debt.

 

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5. SAMPLES, DEVELOPMENT AND PROTOTYPES

 

5.1. All sampling, product development, sourcing, pattern, grading, artwork adaptation, print testing, embroidery testing, label testing, QR testing and packaging development are chargeable.

 

5.2. Unless otherwise quoted, physical product samples may be charged at up to three times the estimated or confirmed bulk unit price.

 

5.3. Sample fees are non-refundable and do not include courier, customs, brokerage, return shipping or third-party testing.

 

5.4. Sample fees are credited against a bulk order only where THFABRIC expressly agrees in writing and the qualifying order is placed within the stated period.

 

5.5. Each sample quotation covers only the stated number of samples and revision rounds.

 

5.6. Additional revisions, replacement samples, new colourways, size changes or post-approval modifications are separately chargeable.

 

5.7. Samples are development items and may contain substitute fabrics, trims, labels or production methods where final bulk materials are not yet available.

 

5.8. Approval of a sample confirms acceptance of all reasonably observable characteristics, including fit, construction, measurements, colour direction, placement, finishing and overall appearance, subject only to expressly recorded amendments.

 

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6. CLIENT SPECIFICATIONS AND DESTINATION COMPLIANCE

 

6.1. The Client is responsible for supplying complete and accurate:

 

a. technical packs;

b. measurements and grading;

c. artwork and colour references;

d. labels, barcodes, QR codes and product names;

e. fibre-content and care information;

f. packaging instructions;

g. warnings and legal statements;

h. destination-market regulations; and

i. consignee and import information.

 

6.2. THFABRIC is not responsible for reproducing an error contained in information supplied or approved by the Client.

 

6.3. The Client is responsible for determining all legal, testing, labelling, safety, import and retailer requirements applicable in the destination country.

 

6.4. Any certification, laboratory testing, registration, special compliance review or destination-market legal work must be expressly commissioned and paid separately.

 

6.5. The Client shall indemnify THFABRIC against claims, penalties, recalls, customs actions and third-party losses arising from Client-supplied or Client-approved information.

 

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7. APPROVALS AND CLIENT DELAYS

 

7.1. Production proceeds according to the latest written Client approval.

 

7.2. Approval may be given by email, message, annotated file, portal approval, signed sample, invoice payment or other written confirmation.

 

7.3. Once approved, the relevant feature cannot later be classified as defective unless the bulk production materially departs from the approval.

 

7.4. Failure to respond, approve, supply information or make payment automatically suspends the production timetable.

 

7.5. Every Client delay extends the estimated completion date by at least the same period and may move production to the next available capacity window.

 

7.6. A project remaining inactive for more than ten business days may be rescheduled and repriced.

 

7.7. A project remaining inactive for more than thirty calendar days may, at THFABRIC’s option, be treated as cancelled by the Client.

 

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8. MATERIAL PURCHASING, MINIMUMS AND OWNERSHIP

 

8.1. THFABRIC may purchase or commit to fabric, trims, labels, packaging and other materials once the Client approves the program and the applicable payment clears.

 

8.2. Supplier minimum-order quantities may exceed the exact finished-goods requirement.

 

8.3. The Client is responsible for all materials purchased or committed specifically for its program, including supplier minimums, production loss allowance and unavoidable excess quantities.

 

8.4. All materials, work in progress and finished goods remain the property of THFABRIC until all amounts relating to the order and project have been paid in full, to the maximum extent permitted by law.

 

8.5. Client payment does not transfer possession or ownership of materials unless all related invoices, storage charges, cancellation amounts and other liabilities have been paid.

 

8.6. Unused paid Client-specific materials may, at THFABRIC’s option:

 

a. be retained for a future order;

b. be delivered at the Client’s expense;

c. be stored subject to storage charges; or

d. be disposed of after reasonable notice.

 

8.7. Materials or goods that remain unpaid may be retained, reused, resold, de-branded or disposed of. Any net recovery value received shall be credited against the outstanding debt where required by applicable law.

 

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9. PAYMENT TERMS

 

9.1. Unless otherwise stated:

 

a. samples and development are payable 100% in advance;

b. bulk production requires a 60% non-refundable production deposit;

c. the remaining 40%, freight and all other charges are payable before loading, collection, dispatch or document release.

 

9.2. THFABRIC may require a higher deposit or full material funding for special fabrics, custom colours, low-volume programs or high-risk projects.

 

9.3. Deposits are applied to material commitments, supplier payments, development, capacity reservation and production preparation.

 

9.4. Partial payment does not grant the Client a right to cancel the unpaid part of an order.

 

9.5. Payment must be made in the invoiced currency, free of deduction, withholding, set-off, bank fees and transfer charges.

 

9.6. If tax must legally be withheld, the Client shall gross up the payment so that THFABRIC receives the full invoiced net amount, unless prohibited by mandatory law.

 

9.7. THFABRIC may allocate payments to:

 

a. the project for which they were expressly requested;

b. the oldest outstanding amount; or

c. costs and liabilities already incurred.

 

9.8. The Client may not unilaterally reallocate a payment between invoices, product groups or programs.

 

9.9. A project deposit, advance, commercial credit or normalisation credit:

 

a. is not cash-refundable;

b. is not transferable;

c. may be used only as expressly stated in writing; and

d. once properly applied to an invoice, is considered consumed.

 

9.10. Credits not used within twelve months expire unless a different period is agreed.

 

9.11. If THFABRIC cancels an order without Client default and no work, cost or commitment has been incurred, any unapplied balance shall be handled as required by applicable law.

 

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10. INVOICES AND OBJECTIONS

 

10.1. The Client must review every invoice promptly.

 

10.2. Any objection must:

 

a. be submitted in writing within eight calendar days of receipt;

b. identify the exact disputed line and legal or factual reason; and

c. include all supporting documentation.

 

10.3. Failure to object within eight calendar days constitutes acceptance of the invoice content to the extent recognised by applicable law.

 

10.4. An objection to part of an invoice does not suspend payment of the undisputed portion.

 

10.5. Failure of the Client’s internal accounting, purchase-order or payment-approval system does not extend the due date.

 

10.6. Overdue amounts bear interest at 1.5% per month or the maximum legally permitted rate, whichever is lower.

 

10.7. The Client shall reimburse reasonable collection, legal, arbitration, translation and enforcement costs to the extent awarded or permitted by law.

 

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11. NO SET-OFF, DEDUCTION OR CHARGEBACK

 

11.1. The Client may not unilaterally deduct, set off or charge back any alleged:

 

a. warehouse cost;

b. sorting or rework cost;

c. retailer deduction;

d. customer refund;

e. launch penalty;

f. inspection charge;

g. logistics cost; or

h. other claim

 

against any THFABRIC invoice.

 

11.2. Every claim must be separately submitted and mutually reviewed.

 

11.3. A claim must include:

 

a. exact SKU, colour, size and quantity;

b. dated photographs and videos;

c. carton and packing-list references;

d. receiving and inspection dates;

e. labour records, dates, personnel and hours;

f. hourly rates and third-party invoices; and

g. evidence connecting the cost directly to a confirmed THFABRIC non-conformity.

 

11.4. No third-party sorting, rework, relabelling, repacking, disposal or repair cost is recoverable unless THFABRIC approved the work and cost in writing before it was performed, except where emergency action was objectively necessary to prevent immediate material loss.

 

11.5. Recognition of any amount for commercial settlement purposes is not an admission of liability.

 

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12. CLIENT CANCELLATION, SUSPENSION OR REPUDIATION

 

12.1. Custom and made-to-order programs may not be cancelled, reduced, indefinitely postponed or suspended without THFABRIC’s written agreement.

 

12.2. The following constitute Client cancellation or repudiation:

 

a. an instruction to stop or close a confirmed program;

b. refusal to make an agreed payment;

c. refusal to issue approval necessary to continue;

d. removal of products from a confirmed package;

e. indefinite postponement;

f. denial of a previously confirmed order; or

g. conduct clearly showing that the Client will not complete the transaction.

 

12.3. Following cancellation, the Client shall immediately pay:

 

a. the full contract price of completed conforming goods;

b. the value of all work in progress;

c. all fabrics, trims, labels, packaging and materials purchased or committed;

d. all supplier minimum quantities and non-cancellable commitments;

e. all development, pattern, grading, testing and setup costs;

f. all labour and production preparation performed;

g. storage, handling, return, disposal and resale costs;

h. transport, customs and third-party cancellation charges;

i. reasonable overhead and the net profit THFABRIC would have earned on the cancelled portion, where legally recoverable; and

j. reasonable recovery and legal costs.

 

12.4. The cancellation reconciliation shall deduct:

 

a. payments already properly allocated to the relevant order;

b. costs demonstrably avoided by THFABRIC; and

c. the reasonable net value of materials or goods THFABRIC is able to reuse or resell.

 

12.5. The deposit does not limit the Client’s cancellation liability.

 

12.6. If branded, customised or Client-specific goods cannot reasonably be resold, THFABRIC may require the full contract price to the extent permitted by law.

 

12.7. THFABRIC may complete work in progress where completion is commercially reasonable to preserve or maximise its value.

 

12.8. THFABRIC may issue an immediate cancellation-damage invoice upon cancellation.

 

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13. SUSPENSION AND ADEQUATE ASSURANCE

 

13.1. THFABRIC may suspend all work, purchases, deliveries and document release where:

 

a. any amount is overdue;

b. the Client attempts an unauthorised deduction;

c. required information or approval is missing;

d. the Client disputes an existing commitment;

e. the Client’s financial condition creates reasonable insecurity; or

f. continued performance would create material legal or financial risk.

 

13.2. THFABRIC may require adequate assurance, additional security, increased advance payment or full prepayment before resuming.

 

13.3. Suspension does not waive any right to payment, storage charges, price adjustment or damages.

 

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14. PRODUCTION QUANTITIES AND TOLERANCES

 

14.1. Custom textile production is not a zero-defect or exact-quantity process unless a separately priced zero-tolerance standard is expressly agreed.

 

14.2. Unless otherwise agreed:

 

a. production quantity may vary by ±5% by style and colour;

b. garment measurements may vary by approximately ±2 cm depending on construction and measurement point;

c. fabric weight may vary by ±5%;

d. print, embroidery and label placement may vary within commercially reasonable production tolerances;

e. shade may vary between sample, screen, production lot, fabric roll and digital display; and

f. shrinkage, fibre texture, slub, nap and wash variation consistent with the approved material are not defects.

 

14.3. Dark garments, underbase printing, multiple print passes, washing, natural fibres and separate dye lots may produce visual or hand-feel differences that do not constitute non-conformity.

 

14.4. A stricter tolerance or AQL inspection level must be expressly stated, technically assessed and separately priced before production.

 

14.5. The Client shall pay for all conforming units produced within the permitted quantity tolerance.

 

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15. INSPECTION AND DEFINITION OF DEFECT

 

15.1. A product is defective only where it materially departs from:

 

a. the final written specification;

b. the final approved sample; or

c. a mandatory legal requirement that THFABRIC expressly agreed to manage.

 

15.2. Subjective dissatisfaction, a changed preference, market reaction, retailer expectation or feature previously approved by the Client does not constitute a defect.

 

15.3. The Client must inspect the goods immediately upon delivery and before resale, distribution, washing, alteration, relabelling or use.

 

15.4. Apparent claims, including quantity, colour, size, product type, packaging, label or visible workmanship issues, must be submitted within seven calendar days of delivery.

 

15.5. Latent manufacturing defects that could not reasonably have been identified during initial inspection must be reported within thirty calendar days of delivery.

 

15.6. Transport loss or visible transport damage must:

 

a. be recorded on the carrier’s delivery receipt at delivery; and

b. be notified to THFABRIC within twenty-four hours.

 

15.7. Every claim must include:

 

a. invoice and order reference;

b. exact SKU, size, colour and affected quantity;

c. photographs and video;

d. carton and packing-list references;

e. inspection date and method; and

f. preservation of representative affected goods.

 

15.8. Estimated quantities, unsupported spreadsheets, isolated examples or statements that an entire order is defective are insufficient.

 

15.9. The Client must preserve affected goods, tags, packaging and cartons and allow THFABRIC a reasonable opportunity to inspect or appoint an independent inspector.

 

15.10. The Client must not destroy, alter, repair, repackage, relabel or return goods before written authorisation.

 

15.11. Use, resale, distribution, alteration, washing or relabelling without timely reservation constitutes acceptance of apparent conditions.

 

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16. EXCLUSIVE REMEDIES AND NO CASH REFUNDS

 

16.1. Custom-made, correctly produced and non-defective goods are non-returnable and non-refundable.

 

16.2. Deposits, sample fees, development fees, material payments, capacity reservations and completed custom production are non-refundable, except where mandatory law expressly requires otherwise.

 

16.3. For a confirmed material non-conformity, THFABRIC shall determine the commercially appropriate remedy, which may be:

 

a. repair;

b. authorised rework;

c. replacement;

d. proportionate credit; or

e. refund of the amount actually paid for the confirmed affected units only, where no other remedy is commercially reasonable.

 

16.4. Cash refund is not the primary remedy and shall be available only where required by mandatory law or expressly elected by THFABRIC.

 

16.5. A remedy applies only to the verified affected units and does not permit rejection or refund of conforming units.

 

16.6. THFABRIC is not responsible for:

 

a. retailer penalties;

b. customer refunds;

c. lost sales;

d. launch delays;

e. marketplace deductions;

f. reputational damage; or

g. unauthorised third-party rework.

 

16.7. The Client has a continuing duty to take reasonable steps to reduce loss.

 

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17. SHIPPING AND INCOTERMS

 

17.1. Unless an Order Confirmation expressly states otherwise, the default delivery term is:

 

FCA [EXACT THFABRIC FACILITY OR FORWARDER LOCATION], İzmir, Türkiye – Incoterms® 2020.

 

17.2. Every agreed Incoterm must state:

 

a. the three-letter rule;

b. the exact named place or port; and

c. “Incoterms® 2020”.

 

17.3. CFR and CIF FOB may be used only for sea or inland-waterway port-to-port shipments.

 

17.4. FCA, CPT or CIP shall normally be used for air, courier, road, containerised or multimodal shipments, as appropriate.

 

17.5. An Incoterm does not by itself establish that freight is included in the product unit price.

 

17.6. Freight is included only where the Order Confirmation expressly states:

 

“Freight included in the quoted product price.”

 

17.7. Where freight appears as a separate quotation or invoice line, it is payable separately by the Client.

 

17.8. THFABRIC’s arrangement, booking or initial payment of transport does not mean that the cost is free, included or absorbed by THFABRIC.

 

17.9. Where THFABRIC arranges transport:

 

a. the Client shall prepay 100% of the estimated freight before booking;

b. all increases, surcharges and final adjustments remain payable by the Client;

c. any amount advanced by THFABRIC becomes immediately reimbursable; and

d. the carrier’s invoicing of THFABRIC does not transfer the ultimate commercial cost to THFABRIC.

 

17.10. Direct billing to the Client exists only after written confirmation from both the carrier and THFABRIC.

 

17.11. Carrier quotations are estimates and may change due to actual weight, dimensions, route, fuel, security, peak season, port, airline, customs or other surcharges.

 

17.12. The Client is responsible for all detention, demurrage, storage, failed-delivery, address-correction, customs, examination, redelivery and destination charges caused by the Client, consignee, importer or authorities.

 

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18. RISK, TITLE AND CARGO INSURANCE

 

18.1. Risk transfers according to the expressly agreed Incoterm.

 

18.2. Title remains with THFABRIC until all project-related amounts have been paid in full, even if risk has already transferred, to the maximum extent permitted by law.

 

18.3. The Client must arrange adequate cargo insurance unless THFABRIC expressly agrees to provide insurance under CIP, CIF or a separately written insurance instruction.

 

18.4. Where insurance is not expressly included, THFABRIC has no obligation to insure the shipment.

 

18.5. Carriers, airlines, shipping lines, couriers, customs brokers and freight forwarders are independent third parties.

 

18.6. THFABRIC is not an insurer and does not assume liability exceeding:

 

a. the amount recoverable from the carrier or cargo insurer; or

b. THFABRIC’s express liability under these Terms,

 

except to the extent prohibited by mandatory law.

 

18.7. The Client must provide all documents and cooperation needed for a carrier or insurance claim.

 

18.8. Failure to note transport damage, preserve packaging or meet carrier deadlines may prevent recovery and shall be at the Client’s risk.

 

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19. CUSTOMS, IMPORTS AND TAXES

 

19.1. Unless the chosen Incoterm expressly provides otherwise, the Client is the importer of record and is responsible for:

 

a. import permits;

b. customs clearance;

c. duties and taxes;

d. destination inspections;

e. customs classification;

f. local labelling requirements; and

g. all destination compliance.

 

19.2. Any tariff code or customs information supplied by THFABRIC is provided as practical assistance and must be verified by the Client or its customs adviser.

 

19.3. THFABRIC is not responsible for customs delay, reclassification, tariff changes, examination or seizure caused by Client information or destination requirements.

 

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20. DELIVERY DATES AND FORCE MAJEURE

 

20.1. Production, dispatch and delivery dates are estimates unless separately guaranteed in a signed agreement.

 

20.2. Lead time begins only after:

 

a. cleared payment;

b. complete specifications;

c. final approvals; and

d. required material availability.

 

20.3. THFABRIC is not responsible for delay caused by Client action, supplier disruption, raw-material shortage, carrier delay, customs, port congestion, strike, war, epidemic, natural disaster, utility failure, governmental action or other circumstances outside reasonable control.

 

20.4. Delay does not entitle the Client to cancel, withhold payment, claim lost sales or impose penalties.

 

20.5. If a force majeure event continues for more than sixty days, THFABRIC may terminate the unperformed portion and invoice all work, materials and commitments incurred.

 

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21. STORAGE AND UNCOLLECTED GOODS

 

21.1. Goods or materials not collected, shipped or paid for within seven days of readiness may incur storage and handling charges.

 

21.2. Storage does not transfer risk back to THFABRIC.

 

21.3. Goods remaining unpaid or uncollected for more than thirty calendar days may, after notice, be:

 

a. relocated;

b. de-branded;

c. resold where possible;

d. reused; or

e. disposed of.

 

21.4. Net proceeds, if any, shall be credited against the Client’s debt. The Client remains liable for any shortfall.

 

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22. INTELLECTUAL PROPERTY AND CLIENT CONTENT

 

22.1. The Client warrants that it owns or is authorised to use every logo, artwork, trademark, image, pattern, slogan and other material supplied to THFABRIC.

 

22.2. The Client shall indemnify THFABRIC against all claims arising from Client-supplied intellectual property.

 

22.3. THFABRIC retains ownership of its:

 

a. base patterns;

b. manufacturing methods;

c. supplier network;

d. costing systems;

e. technical know-how; and

f. general production solutions.

 

22.4. Client-specific production files, screens, programs and patterns may be withheld until full payment.

 

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23. SUBCONTRACTORS AND NON-CIRCUMVENTION

 

23.1. THFABRIC may use workshops, mills, printers, embroiderers, laundries, label manufacturers, freight providers and other qualified subcontractors.

 

23.2. No subcontractor has authority to amend THFABRIC’s commercial terms.

 

23.3. The Client shall not directly engage a supplier introduced by THFABRIC for the same or substantially similar project for twenty-four months without written consent.

 

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24. LIMITATION OF LIABILITY

 

24.1. To the maximum extent permitted by law, THFABRIC shall not be liable for indirect, incidental, special or consequential losses, including:

 

a. loss of profit or revenue;

b. loss of business or opportunity;

c. missed launch dates;

d. retailer or marketplace penalties;

e. reputational harm;

f. customer refunds; or

g. unauthorised warehouse or third-party costs.

 

24.2. THFABRIC’s aggregate liability relating to an order shall not exceed the amount actually paid to THFABRIC for the specifically affected goods or service.

 

24.3. Nothing in these Terms excludes liability that cannot legally be excluded, including liability arising from intentional conduct or gross negligence where exclusion is prohibited.

 

24.4. The Client shall indemnify THFABRIC against losses caused by:

 

a. Client specifications or approvals;

b. destination compliance failures;

c. Client-supplied intellectual property;

d. customs or import errors;

e. Client warehouses, agents or retailers; or

f. breach of these Terms.

 

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25. CONFIDENTIALITY AND RECORDS

 

25.1. Each party shall protect the other party’s commercially confidential information.

 

25.2. THFABRIC may share necessary information with its staff, workshops, suppliers, advisers and logistics providers.

 

25.3. Emails, approved messaging records, invoices, portal records, payment records, courier records, digital approvals and scanned documents may be used as evidence of instructions and agreements.

 

25.4. The Client is responsible for retaining copies of its approvals and communications.

 

25.5. A commercial accommodation, delayed invoice, goodwill gesture or failure to enforce a right immediately is not a waiver of that right.

 

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26. GOVERNING LAW AND CISG

 

26.1. These Terms and every related order are governed by the laws of the Republic of Türkiye.

 

26.2. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

 

26.3. Conflict-of-law rules that would require application of another law are excluded to the extent legally permitted.

 

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27. DISPUTE RESOLUTION

 

27.1. A party shall first give written notice of the dispute and allow ten business days for commercial resolution.

 

27.2. Any dispute not resolved within that period shall be finally settled by arbitration under the Istanbul Arbitration Centre Arbitration Rules.

 

27.3. The seat of arbitration shall be Istanbul, Türkiye.

 

27.4. The language shall be English.

 

27.5. The dispute shall be decided by one arbitrator unless mandatory rules or the applicable ISTAC Rules require otherwise.

 

27.6. ISTAC Fast Track Arbitration shall apply where the dispute qualifies under the applicable rules.

 

27.7. THFABRIC may seek interim measures, preservation of assets, evidence protection or other urgent relief from a competent court without waiving arbitration.

 

27.8. The tribunal may award reasonable legal, arbitration, translation and enforcement costs.

 

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28. NOTICES

 

28.1. Formal notices shall be sent to:

 

THFABRIC: [LEGAL EMAIL]

Client: the latest business email used by its authorised representative.

 

28.2. A notice is considered received on the business day sent unless a delivery-failure message is received.

 

28.3. Cancellation, default, legal claim and termination notices must be clearly identified in the subject line.

 

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29. GENERAL

 

29.1. These Terms and the relevant order documents constitute the entire agreement.

 

29.2. Amendments are valid only where confirmed in writing by an authorised THFABRIC representative.

 

29.3. If any clause is invalid, it shall be modified to the minimum extent required and the remaining clauses remain effective.

 

29.4. The Client may not assign an order without THFABRIC’s written consent.

 

29.5. THFABRIC may assign receivables or use subcontractors.

 

29.6. Payment, cancellation, confidentiality, intellectual property, liability and dispute provisions survive completion or termination.

 

29.7. The English version prevails unless the Order Confirmation expressly states otherwise.

 

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30. CLIENT CONFIRMATION

 

By approving a quotation, making payment, requesting work or instructing THFABRIC to proceed, the Client confirms that:

 

• it is entering into a business-to-business transaction;

• it has read and accepted these Terms;

• its representatives are authorised;

• an internal PO is not required to create liability;

• custom orders and deposits are not freely cancellable or refundable;

• package pricing depends on the complete agreed program;

• separately stated freight remains payable;

• no set-off or chargeback may be made without written agreement;

• valid claims require timely, SKU-level evidence;

• THFABRIC determines the appropriate remedy for a confirmed defect; and

• cancellation may result in liability for materials, work in progress, supplier commitments, overhead and recoverable lost profit.

 

Hakan Mehmet Birogul Trading as THFABRIC.CO Studio & Services

Mimar Sinan Mahallesi 1420. Sokak No:114 Kat2 İç Kapı no:3 Alsancak İzmir, tax/registration number 1780632291

info@thfabric.com
www.thfabric.com