A textile purchase contract and a garment manufacturing agreement are written to settle arguments before they start. The core clauses fix what is being made, to what standard, by when, how it is checked and what happens if it fails.
Most disputes with textile suppliers come from a vague specification or an unclear acceptance process. The clauses below target those two problems. This is general guidance, not legal advice, so have a lawyer review the final text under the law you choose.
Parties, product and specification
Name the parties by their full legal names and registered addresses, and confirm the supplier is the one making the goods. Then define the product precisely:
- The fabric or garment specification, including composition, weight, width, construction and finish.
- The approved sample, identified by reference and sealed, as the standard the bulk must match.
- The measurement tolerances, shrinkage limits and colourfastness grades you require.
- The labels, packing and carton marking.
Quantity, delivery and price terms
State the quantity and the tolerance you accept, for example over or under delivery. Set the delivery date, and say whether it means ready at the factory or shipped. Name the Incoterm so responsibility for freight and insurance is clear; see FOB, CIF or DAP.
Set out the price basis and the payment schedule in the contract, and state which currency applies. Do not leave these to emails.
If the order is shipped in parts, say so, and set the date and quantity for each shipment. Say what happens to the price if the cost of materials changes after signing, or state clearly that the price is fixed. Silence on these points is where later arguments begin.
Inspection, acceptance and claims
This is the section that decides who bears the cost when goods are wrong. Specify when and how inspection takes place, by whom, and to what sampling plan. State what counts as a defect and what happens when goods fail, such as rework at the supplier's cost, replacement, or a price adjustment.
Add a claims period, and say how a claim must be made and what evidence is accepted. Our guide to handling a quality claim with an Indian textile supplier explains the process. Keep a counter-sample so both sides can compare goods to the same standard.
Late delivery, subcontracting and design rights
Include a late delivery clause with a clear remedy and a cap. Read late delivery penalty clauses for textile orders for how these are usually drafted.
For a garment manufacturing agreement, add a clause on subcontracting. You should know if work is passed to another unit, because quality and social compliance follow the unit that sews. Add an intellectual property clause stating that your designs, patterns and labels remain yours and may not be used for other buyers or sold as surplus.
Law, disputes and termination
Choose the governing law and the way disputes are settled, whether in a court or by arbitration, and where. Arbitration is common in cross-border supply contracts because awards are easier to enforce across countries, but take legal advice on your case. Include force majeure, confidentiality and termination terms.
Next step
A contract is only as good as the checks that back it. We find and audit manufacturers, check samples and documents, and supervise production and loading. Book a free sourcing review and we will help you set the specification the contract will rest on.