Terms and Conditions

TERMS AND CONDITIONS OF SALE

GBS Trend Inc.
Last Updated: 01.01.2026

These Terms and Conditions (“Terms”) apply to all quotations, proforma invoices, purchase orders, confirmations, and sales by GBS Trend Inc. (“Seller”).
Any additional or conflicting terms proposed by Buyer are expressly rejected and shall have no force or effect unless expressly agreed in writing by Seller.

1. Order Confirmation & Binding Effect

All orders are subject to Seller’s written confirmation.

Upon commencement of production, fabric sourcing, dyeing, cutting, knitting, material allocation, sampling, or any preparatory manufacturing step, the order shall become firm, binding, and non-cancellable without Seller’s prior written consent.

Buyer acknowledges that Seller operates exclusively on a made-to-order manufacturing model.

2. Payment Terms

Unless otherwise agreed in writing:

  • 50% advance payment is required to commence production.
  • The remaining balance is due prior to shipment.
  • Deposits are non-refundable once production or material allocation has commenced.

Failure to make timely payment entitles Seller to suspend performance without liability and without waiving any other rights.

3. Specially Manufactured & Allocated Goods

All goods are specially manufactured for Buyer.

Materials, fabrics, trims, packaging, and components sourced, produced, or allocated for Buyer shall be deemed specially manufactured goods.

If Buyer cancels, repudiates, or fails to perform after production has commenced, Seller shall be entitled to:

  • Retain all deposits,
  • Recover all costs incurred,
  • Recover reasonable lost profit,
  • Recover storage, handling, and incidental expenses.

Seller shall have no obligation to resell, mitigate, or repurpose specially manufactured goods.

4. Samples & PPS Approval

Production shall proceed upon Buyer’s written approval of pre-production samples (PPS), lab dips, strike-offs, digital confirmations, or other written approvals.

Buyer acknowledges that bulk production may contain commercially reasonable variations from approved samples due to the inherent nature of textile and garment manufacturing.

Failure to object in writing prior to production constitutes final approval.

5. Commercial Manufacturing Standards

Buyer acknowledges that textile and garment production is subject to inherent manufacturing variables.

The following shall not constitute defect or non-conformity:

  • Commercially reasonable measurement variations proportionate to garment size, grading, and construction;
  • Variations in fabric hand feel, drape, texture, finishing, and construction;
  • Fabric weight variations within commercially acceptable ranges, including 5%–10% depending on composition and structure;
  • Slight variations in shade, tone, or color from approved lab dips or samples due to dye lot differences, lighting conditions, or production variables;
  • Natural characteristics of fibers and materials.

All quality determinations shall be governed by industry standards and commercial reasonableness.

6. Inspection & Acceptance

Buyer must inspect goods within five (5) business days of receipt.

Any claim must be submitted in writing with detailed description and supporting documentation.

Failure to provide written notice within this period constitutes final and irrevocable acceptance.

Acceptance shall also occur upon resale, alteration, use, or distribution of goods.

7. Seller’s Exclusive Right to Cure

Seller shall have the exclusive right to inspect and cure any alleged non-conformity by repair, replacement, or price adjustment prior to any refund obligation.

Buyer shall not reject goods, initiate chargebacks, or demand refund without first providing Seller a reasonable opportunity to cure.

8. Shipment, Duties & Risk of Loss

Shipment terms (FOB, DDP, etc.) shall be as stated on the applicable invoice.

Freight, customs duties, tariffs, taxes, and import-related charges are non-refundable once incurred.

Risk of loss transfers in accordance with the agreed Incoterms.

Delivery dates are estimated production targets and not guaranteed deadlines.

Seller shall not be liable for delays beyond its reasonable control.

9. Overage / Underrun

Seller may deliver reasonable overages or shortages consistent with industry practice unless otherwise agreed in writing.

Buyer agrees to accept and pay for actual delivered quantities.

10. Storage & Buyer Delay

If shipment or delivery is delayed due to Buyer’s instructions, actions, or failure to perform, Seller may:

  • Transfer risk of loss to Buyer,
  • Invoice any unpaid balance,
  • Charge reasonable storage and handling fees.

11. No Chargebacks or Deductions

Unauthorized chargebacks, debit memos, payment offsets, or deductions are strictly prohibited and constitute material breach.

Any such action shall be treated as non-payment and may result in immediate suspension of performance and recovery of damages.

12. Limitation of Liability

Seller’s total aggregate liability shall not exceed the invoice value of the specific goods giving rise to the claim.

Seller shall not be liable for indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost sales, reputational harm, or business interruption.

13. Force Majeure

Seller shall not be liable for delay or failure to perform resulting from events beyond its reasonable control, including but not limited to:

Government actions, customs delays, supply chain disruptions, labor shortages, transportation interruptions, natural disasters, pandemics, war, political instability, or other force majeure events.

14. Governing Law & Exclusive Jurisdiction

These Terms and all transactions between the parties shall be governed exclusively by the laws of the Republic of Türkiye.

Any and all disputes arising out of or relating to these Terms or any transaction between the parties shall be subject exclusively to the jurisdiction of the Commercial Courts of Istanbul (Istanbul Ticaret Mahkemeleri), Republic of Türkiye.

Buyer irrevocably:

  • Submits to such jurisdiction;
  • Waives any objection based on forum non conveniens;
  • Waives any right to initiate proceedings in any other jurisdiction.

15. Attorney’s Fees & Costs

In any dispute arising out of or relating to these Terms or the parties’ transactions, the prevailing party shall be entitled to recover reasonable attorney’s fees, court costs, and litigation expenses.

16. Entire Agreement & Severability

These Terms constitute the entire agreement between the parties and supersede all prior communications or understandings unless expressly modified in writing signed by both parties.

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