Terms of Service

1. Scope of Agency Services

Indido Apparel operates as a professional sourcing agent, manufacturer coordinator, and quality supervisor. We provide product development advisory, fabric sourcing, production coordination, and final quality inspections (AQL standards).

Independent Liability: Indido Apparel coordinates and oversees the production cycle but is not the manufacturer. All actual physical production is executed by vetted independent factory partners. Operational liabilities related to manufacturing errors, fabric shrinkage, or machine defects remain the responsibility of the contracted manufacturing factory.

2. Intellectual Property Rights

We strictly uphold intellectual property rights across all sourcing operations:

• Client Designs: The Client retains 100% sole ownership of all tech packs, CAD designs, sketches, logo graphics, and custom patterns provided to the Agency for development.
• Agency Intellectual Property: The Agency retains full ownership and rights over its proprietary sourcing databases, vendor networks, workflow management tools, and proprietary software systems.

3. Payment & Commission Terms

All sourcing transactions and coordinating services are subject to predefined payment terms established in separate Client Sourcing Agreements:

• Deposit Requirements: Sourcing and manufacturing programs typically require a standard deposit prior to sample or bulk fabric booking, as outlined in individual cost sheets.
• Letters of Credit (L/C): Large-scale bulk orders are executed via Irrevocable Letters of Credit at Sight (L/C at Sight) or advanced bank transfers, unless otherwise agreed.
• Agency Commission: Sourcing coordination commissions are calculated as a percentage of the Free On Board (FOB) price and are clearly detailed in proforma invoices.

4. Limitation of Liability & Force Majeure

Indido Apparel shall not be held liable for delays, losses, or production failures resulting from circumstances beyond its reasonable control (Force Majeure):

• Supply Chain Bottlenecks: Shipping port delays, logistics bottlenecks, customs inspections, and international transit disruptions.
• Sourcing Delays: Raw yarn shortages, fabric mill dye delays, or energy restrictions affecting manufacturing facilities.
• Uncontrollable Events: Natural disasters, pandemics, regional labor disruptions, or government restrictions.

5. Governing Law

These Terms and all separate sourcing agreements shall be governed by and construed in accordance with the laws of India, and any disputes shall be settled under the exclusive jurisdiction of the competent courts of New Delhi.