Terms and Conditions of Sale

These Terms and Conditions (“Terms”) apply to all quotations, proforma invoices, purchase orders, confirmations, and sales by GBS Trend Inc. (“Seller”).

These Terms are incorporated by reference into all invoices, quotations, and order confirmations issued by Seller and are also publicly available at:

gbstrend.com/terms

By placing an order, issuing a purchase order, or making any payment to Seller, Buyer acknowledges that it has read, understood, and expressly agrees to be bound by these Terms and Conditions. Payment of any invoice issued by Seller shall constitute full acceptance of these Terms.

Any additional or conflicting terms proposed by Buyer are expressly rejected and shall have no force or effect unless expressly agreed to 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, knitting, cutting, material allocation, sampling, or any preparatory manufacturing step, the order becomes firm, binding, and non-cancellable without Seller’s prior written consent. Buyer acknowledges that Seller operates on a made-to-order manufacturing model and that production resources and materials are specifically allocated for Buyer’s order. Seller reserves the right to pause or stop production if Buyer fails to provide required approvals, specifications, or payments necessary to continue production.

2. Payment Terms

Unless otherwise agreed in writing:

• 50% advance payment is required to commence production
• The remaining balance must be paid prior to shipment

Deposits are non-refundable once production, sourcing, or material allocation has commenced. Failure to make timely payment entitles Seller to:

• suspend production
• suspend shipment
• suspend performance

without liability and without waiving any other legal rights or remedies. Seller reserves the right to suspend performance if Seller reasonably believes Buyer may be unable to meet its payment obligations. Any unpaid balance shall accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower, until paid in full. Buyer represents that it is financially solvent and capable of fulfilling its payment obligations at the time any order is placed.

3. Specially Manufactured & Allocated Goods

All goods produced by Seller 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, delays, or otherwise fails to perform after production has commenced, Seller shall be entitled to:

• Retain all deposits
• Recover all production and material costs incurred
• Recover reasonable lost profit
• Recover storage, handling, administrative, and logistics expenses

Seller shall have no obligation to resell, mitigate, or repurpose specially manufactured goods. Seller retains the right to retain possession of specially manufactured goods until full payment is received.

4. Samples & Pre-Production 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. Electronic approvals, including approvals provided through email, messaging applications (including WhatsApp), or other digital communication, shall constitute valid written approvals.

5. Commercial Manufacturing Standards

Buyer acknowledges that textile and garment production is subject to inherent manufacturing variables and industry tolerances. The following shall not constitute defects or non-conformity:

• Reasonable measurement tolerances consistent with industry standards
• Variations in fabric hand feel, drape, texture, finishing, or construction
• Fabric weight variations within commercially acceptable ranges (including approximately 5%–10%)
• Slight shade or color variations caused by dye lots, lighting conditions, or production processes
• Natural characteristics of fibers and textiles

All quality determinations shall be governed by commercially reasonable industry standards applicable to textile and apparel manufacturing. If Buyer disputes product quality, Seller may require testing by an independent accredited laboratory mutually agreed upon by the parties. If such testing confirms that the goods meet commercially reasonable manufacturing standards, Buyer shall bear the full cost of testing and related logistics.

Buyer acknowledges that textile and garment manufacturing involves inherent production tolerances and natural material variations. In the event Buyer alleges any defect, non-conformity, or quality issue, the burden of proof shall rest solely with Buyer. Buyer shall be responsible for demonstrating, through verifiable documentation and independent accredited laboratory testing, that the goods materially deviate from commercially reasonable manufacturing standards. Seller shall have no obligation to prove conformity unless Buyer first establishes credible evidence of material non-conformity. Absent such proof, the goods shall be presumed to conform to the contract and to commercially reasonable industry standards. Buyer further acknowledges that subjective assessments of fit, hand feel, appearance, retail performance, or market acceptance shall not constitute proof of defect.

6. Inspection & Acceptance

Buyer must inspect goods within five (5) business days of receipt. Any claim must be submitted in writing, including:

• Detailed description of the alleged issue
• Photographic evidence
• Supporting documentation sufficient to evaluate the claim

Failure to provide written notice within this period constitutes final and irrevocable acceptance of the goods. Goods shall also be deemed accepted upon:

• resale
• alteration
• processing
• distribution
• use of the 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
• Reasonable price adjustment

Buyer shall not reject goods, initiate chargebacks, request refunds, or take offset deductions without first providing Seller a reasonable opportunity to cure.

8. Shipment, Duties, Tariffs & Risk of Loss

Shipment terms (FOB, DDP, etc.) shall be as stated on the applicable invoice. Risk of loss transfers in accordance with the agreed Incoterms. Freight charges, customs duties, tariffs, import taxes, and government fees are non-refundable once incurred. If tariffs, duties, sanctions, or government import charges increase after order confirmation but before customs clearance, Buyer agrees to pay the full amount of such increases. Seller shall not be responsible for customs delays, inspections, holds, or governmental actions. Delivery dates are estimated production targets only and are not guaranteed deadlines.

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, failure to perform, or failure to make payment, Seller may:

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

11. No Chargebacks or Payment Deductions

Unauthorized chargebacks, debit memos, payment offsets, or deductions are strictly prohibited and constitute material breach of these Terms. Any such action shall be treated as non-payment, entitling Seller to suspend performance and pursue recovery of damages.

Buyer agrees not to initiate any chargeback, payment dispute, or reversal through any bank, credit card provider, payment processor, or financial institution without first providing Seller a reasonable opportunity to investigate and cure the alleged issue. Any unauthorized chargeback or payment reversal shall constitute material breach of these Terms and shall not relieve Buyer of its payment obligations.

Buyer acknowledges that the goods sold are custom manufactured and not eligible for return, reversal, or payment dispute under standard banking or card network dispute programs applicable to consumer transactions.

12. Returns

No return of goods shall be permitted without Seller’s prior written authorization. Unauthorized returns shall not be accepted and shall not relieve Buyer of payment obligations.

13. Buyer Responsibility for Specifications

Seller manufactures goods strictly in accordance with specifications, materials, and instructions provided or approved by Buyer. Seller shall not be responsible for:

• Design suitability
• Retail performance
• Market acceptance
• End-use application of the goods.

14. Limitation of Liability

Seller’s maximum and total aggregate liability under any circumstance shall not exceed the amount actually paid by Buyer for the specific order giving rise to the claim. Under no circumstances shall Seller be responsible for:

• Freight costs
• Duties
• Tariffs
• Taxes
• Import charges
• Customs fees
• Governmental charges

Seller shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Lost profits
• Lost sales
• Retail penalties
• Business interruption
• Reputational damage
• Third-party claims.

Buyer expressly acknowledges and agrees that Seller shall not be liable for any alleged downstream damages, retail losses, lost customer relationships, lost resale profits, marketplace penalties, platform fees, chargebacks from third parties, or any other commercial losses arising from Buyer’s resale, distribution, or marketing of the goods.

15. Time Limitation for Claims

Any legal claim arising from a transaction with Seller must be commenced within six (6) months from the date of delivery of the goods or discovery of the alleged issue, whichever occurs first. Any claim not filed within this period shall be permanently barred.

16. Force Majeure

Seller shall not be liable for delay or failure to perform caused by 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
• sanctions or trade restrictions.

17. Governing Law & Exclusive Jurisdiction

These Terms shall be governed exclusively by the laws of the Republic of Türkiye. Any dispute arising out of or relating to these Terms shall be subject exclusively to the Commercial Courts of Istanbul (Istanbul Ticaret Mahkemeleri). Buyer irrevocably:

• Submits to such jurisdiction
• Waives objections based on forum non conveniens
• Waives the right to initiate proceedings in any other jurisdiction
• Agrees not to commence, maintain, or assist any action, injunction, attachment, prejudgment remedy, temporary restraining order, provisional relief request, or other proceeding against Seller in the United States or in any jurisdiction other than the courts specified above
• Waives any claim that such courts are inconvenient or improper
• Agrees that service of process, notices, and legal papers may be validly effected by email, courier, or registered mail to the Buyer’s last known business address or email address
• Agrees that any judgment obtained in the designated courts may be enforced in any jurisdiction against Buyer or its assets.

18. Attorney’s Fees

Each party shall bear its own attorneys’ fees and legal costs in any dispute arising out of these Terms. Under no circumstances shall Seller be liable for Buyer’s attorneys’ fees or legal expenses. Buyer shall be responsible for reasonable collection costs incurred by Seller in recovering unpaid amounts, including administrative and collection agency costs.

19. Entire Agreement & Severability

These Terms constitute the entire agreement between the parties and supersede all prior communications or understandings unless modified in writing signed by both parties. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. If any portion of Section 17 is held unenforceable in any jurisdiction, the parties agree that the remaining provisions, including the exclusive forum selection, governing law, waiver provisions, and method of service, shall remain enforceable to the maximum extent permitted by law.

20. Language

These Terms are issued in English, which shall control in the event of any translation or interpretation dispute.

21. Post-Processing, Washing, and Handling Disclaimer

Buyer acknowledges that the goods may undergo additional processes after delivery including but not limited to washing, dyeing, printing, embroidery, garment treatment, finishing, resale handling, storage, transportation, or other processing by Buyer or third parties. Seller shall not be responsible for any defects, damages, shrinkage, distortion, color changes, seam stress, or fabric behavior arising after such post-delivery processing. Any claims relating to defects allegedly appearing after washing, processing, resale handling, or third-party treatment shall not be attributable to Seller unless Buyer demonstrates through independent accredited laboratory testing that such condition existed prior to delivery and was solely caused by manufacturing defect.