By submitting an enquiry, requesting a quotation, sharing specifications, approving samples, approving artwork,
approving mockups, issuing a purchase order, making any payment, sharing branding assets, providing logos, confirming
production, accepting delivery, or engaging in any commercial communication with TCD – THE CLOTH DIRECTION ("TCD"), the
Client expressly acknowledges, understands, accepts, and agrees to be legally bound by all terms, conditions, policies,
declarations, disclaimers, procedures, and operational guidelines contained herein.
This Agreement shall apply to all present and future transactions unless superseded by a separate written agreement
executed between the Parties.
This document shall constitute a legally valid commercial understanding between the Client and TCD for all
manufacturing, production, branding, customization, packaging, supply, OEM manufacturing, private label manufacturing,
and commercial activities. Manufacturing agreements commonly include clauses governing specifications, quality
standards, intellectual property, payment obligations, confidentiality, delivery terms, indemnity protections, and
dispute resolution.
1. ABOUT TCD – THE CLOTH DIRECTION
TCD – THE CLOTH DIRECTION is a premium apparel manufacturing company engaged in the design, development,
sourcing, branding, production, packaging, and supply of customized garments, uniforms, merchandise, and
textile-based solutions for businesses, organizations, institutions, hospitality brands, industrial organizations,
corporate groups, retailers, distributors, and private-label brands.
TCD operates as:
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✓ OEM Manufacturer
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✓ Private Label Manufacturer
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✓ White Label Manufacturer
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✓ Corporate Apparel Partner
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✓ Hospitality Uniform Specialist
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✓ Industrial Workwear Manufacturer
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✓ Promotional Merchandise Manufacturer
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✓ Bulk Apparel Production Partner
2. SERVICES PROVIDED BY TCD
Product Development
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Concept Development
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Design Support
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Technical Specifications
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Fabric Recommendations
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Sampling
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Prototype Development
Apparel Manufacturing
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Polo T-Shirts
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Round Neck T-Shirts
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Shirts
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Hoodies
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Sweatshirts
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Jackets
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Blazers
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Aprons
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Co-Ord Sets
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Track Suits
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Joggers
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Shorts
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Trousers
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Corporate Apparel
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Hospitality Apparel
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Industrial Workwear
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Promotional Apparel
Branding & Finishing
Supply Chain Services
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Fabric Procurement
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Trims Procurement
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Packaging Procurement
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Production Planning
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Dispatch Coordination
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Logistics Coordination
3. NATURE OF RELATIONSHIP
The Client expressly acknowledges that:
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TCD is an independent manufacturing company.
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No partnership is created.
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No agency relationship is created.
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No franchise relationship is created.
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No employment relationship is created.
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Neither Party may legally bind the other.
TCD acts solely as a manufacturing and supply partner.
4. CLIENT RESPONSIBILITIES
The Client shall provide complete and accurate:
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Company Information
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GST Details
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Billing Information
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Delivery Information
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Purchase Orders
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Product Specifications
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Quantity Breakups
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Size Charts
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Color References
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Pantone References
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Logo Files
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Artwork Files
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Brand Guidelines
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Packaging Instructions
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Label Instructions
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Dispatch Instructions
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Approval Confirmations
The Client remains solely responsible for the legality, accuracy, and authorization of all information
supplied.
5. INTELLECTUAL PROPERTY, LOGOS & TRADEMARKS
The Client represents and warrants that:
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All logos are legally owned.
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All trademarks are legally authorized.
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All artwork is legally approved.
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All designs may legally be manufactured.
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No third-party intellectual property rights are violated.
The Client grants TCD limited permission to use such assets solely for:
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Sampling
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Mockup Development
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Printing
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Embroidery
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Manufacturing
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Packaging
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Dispatch
Ownership of client-provided logos, designs, artwork, trademarks, technical specifications, and branding
assets remains with the Client, while TCD retains ownership of its manufacturing processes, systems, know-how,
methodologies, and production techniques.
6. CLIENT INDEMNITY FOR BRANDING MATERIAL
The Client agrees to indemnify, defend, and hold harmless:
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TCD
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Directors
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Employees
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Affiliates
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Contractors
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Vendors
against any claims relating to:
arising from any materials supplied by the Client.
7. PRODUCT SPECIFICATIONS & APPROVALS
Manufacturing shall be performed strictly according to:
Once approved, such specifications shall become binding production standards. Approved samples and
specifications are generally treated as the governing manufacturing reference in apparel production
agreements.
8. SAMPLE DEVELOPMENT POLICY
Where sampling is requested:
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Sampling Charges may apply.
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Development Charges may apply.
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Courier Charges may apply.
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Fabric Sourcing Charges may apply.
Approved samples shall become the official manufacturing benchmark.
9. MANUFACTURING STANDARDS & ACCEPTABLE TOLERANCES
The Client acknowledges that industrial-scale manufacturing may involve commercially acceptable
variations.
Acceptable variations may include:
Fabric
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GSM Variation
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Shade Variation
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Dye Lot Variation
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Texture Variation
Printing
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Color Variation
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Placement Variation
Embroidery
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Stitch Density Variation
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Positioning Variation
Garments
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Measurement Tolerance
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Stitching Tolerance
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Finishing Variation
Quantity
Production variation of up to:
±5%
shall be deemed commercially acceptable and shall not be considered a manufacturing defect.
10. ORDER CONFIRMATION POLICY
Orders shall be deemed confirmed only after:
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✓ Purchase Order Submission
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✓ Commercial Approval
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✓ Artwork Approval
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✓ Sample Approval (if applicable)
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✓ Advance Payment Receipt
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✓ Production Authorization
TCD reserves the right to refuse, suspend, postpone, or cancel production if any requirement remains
incomplete.
11. PAYMENT TERMS & COMMERCIAL CONDITIONS
Standard Commercial Terms:
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Booking Amount as mutually agreed.
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Advance Payment before production.
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Balance before dispatch unless otherwise agreed.
Production shall commence only after realization of funds.
12. STRICT NON-REFUNDABLE POLICY
All amounts paid towards:
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Sampling
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Design Development
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Product Development
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Fabric Procurement
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Branding
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Printing
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Embroidery
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Packaging
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Manufacturing
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Logistics Preparation
NON-REFUNDABLE
NON-ADJUSTABLE
NON-TRANSFERABLE
once operational execution has commenced.
No credit, adjustment, or transfer shall be permitted.
13. MANUFACTURING LEAD TIME
The Client expressly acknowledges:
Standard Production Timeline:
30–45 Working Days Minimum
Timeline calculation shall begin only after:
Timelines are estimates only and shall not constitute guaranteed delivery commitments. Production and
delivery schedules in manufacturing contracts are generally treated as estimated rather than absolute
guarantees.
14. DELIVERY, DISPATCH & TRANSFER OF RISK
Risk transfers immediately upon:
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Dispatch
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Courier Handover
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Transport Handover
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Warehouse Pickup
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Client Pickup
After transfer of risk, TCD shall not be liable for:
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Transit Damage
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Theft
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Delay
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Shortage
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Mishandling
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Courier Errors
The Client must report discrepancies within 48 hours of receipt.
15. INSURANCE
The Client expressly acknowledges that:
End-to-End Insurance remains solely the responsibility of the Client.
This includes:
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Raw Material Insurance
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Transit Insurance
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Cargo Insurance
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Storage Insurance
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Warehouse Insurance
unless otherwise agreed in writing.
16. CONFIDENTIALITY
The Client shall not disclose:
without written authorization.
Confidentiality obligations shall survive for five (5) years after termination. Confidentiality provisions
are a standard protection in manufacturing agreements for pricing, specifications, designs, and operational
know-how.
17. LIMITATION OF LIABILITY
To the fullest extent permitted by Indian law:
TCD shall not be liable for:
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Loss of Profits
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Revenue Loss
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Business Interruption
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Loss of Opportunity
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Reputation Damage
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Indirect Damages
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Consequential Damages
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Special Damages
TCD's maximum aggregate liability shall never exceed the actual amount received by TCD against the specific
order giving rise to the claim. Liability caps and exclusions of indirect losses are common commercial
risk-allocation provisions, provided they remain reasonable and do not exclude liabilities that cannot legally be
excluded.
18. FORCE MAJEURE
TCD shall not be liable for delays caused by:
19. DIGITAL APPROVALS
The Client agrees that the following shall constitute legally binding approvals:
20. GOVERNING LAW, ARBITRATION & JURISDICTION
This Agreement shall be governed by the laws of India.
All disputes shall first be resolved through mutual discussion.
If unresolved within 30 days:
Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996.
Courts of Indore, Madhya Pradesh, India shall have exclusive jurisdiction.
21. FINAL CLIENT DECLARATION
The Client confirms and declares that:
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☑ All information provided is accurate.
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☑ All logos, trademarks, artwork, and branding materials are legally authorized.
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☑ All specifications, quantities, colors, measurements, and approvals have been reviewed
carefully.
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☑ TCD is authorized to proceed with sampling, manufacturing, branding, packaging, and dispatch.
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☑ The Client accepts all manufacturing tolerances and industrial variations.
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☑ The Client understands that all payments are non-refundable, non-adjustable, and non-transferable after
execution begins.
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☑ The Client accepts the minimum production lead time of 30–45 working days.
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☑ The Client accepts transfer of risk upon dispatch.
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☑ The Client accepts responsibility for insurance arrangements.
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☑ The Client accepts all Terms, Conditions, Policies, Commercial Provisions, Legal Declarations,
Disclaimers, and Operational Procedures contained herein.
TCD – THE CLOTH DIRECTION
Manufacturing Beyond Expectations™
OEM Manufacturing | Private Label Manufacturing | Corporate Wear | Hospitality Wear | Industrial Workwear | Promotional
Merchandise | Bulk Apparel Production Solutions