Terms

ENSUCOTTON TEXTILES.

This document sets forth the General Terms and Conditions applicable to all services offered by Ensucotton Textiles E.I.R.L., hereinafter referred to as “Ensucotton.” By contracting, requesting, paying in whole or in part, or making use of any of the services provided by Ensucotton, the client expressly declares that they have read, understood, and fully and unconditionally accepted all provisions contained herein, expressly waiving any future claim based on lack of knowledge, personal interpretation, subjective expectations, or assumptions not expressly documented in writing.

Ensucotton operates strictly under a B2B (Business to Business) model as a provider of textile technical services, product development, and manufacturing, and shall not, under any circumstances, be considered a commercial partner, investor, brand representative, financial advisor, or guarantor of commercial success, market acceptance, profitability, scalability, or economic performance of the products developed, sampled, or manufactured for the client. Any commercial outcome, consumer perception, or market performance shall be the sole and exclusive responsibility of the client.

PRODUCT DEVELOPMENT

The Product Development service is conceived and executed as a progressive, stage-based technical process, primarily intended for entrepreneurs, emerging brands, or clients without formal textile technical training, and does not constitute an immediate, final, or guaranteed-outcome service. The purpose of this service is to interpret general ideas, visual references, sketches, or preliminary concepts provided by the client and translate them into a technically viable conceptual and technical proposal, with the understanding that design, fit, aesthetic perception, and functionality may evolve throughout the process and do not respond to subjective criteria or personal expectations not expressly communicated and accepted in writing.

The client expressly acknowledges and accepts that the Product Development service does not include the production of physical samples, sewn prototypes, or tangible garments under any circumstance. This service is strictly limited to technical and digital deliverables, such as technical sheets, base pattern development, flat designs, and digital simulations (2D and/or 3D), which are intended solely to validate concept, structure, and technical feasibility, and do not represent a finished product or a product ready for production or commercialization.

The technical sheet developed and delivered within the Product Development service is of a basic and referential nature, intended for entrepreneur-level use, and includes only general product details. It does not constitute an advanced industrial technical sheet nor a final document for mass production. The client acknowledges and accepts that such documentation does not include complex industrial tolerances, advanced standardization, or large-scale production parameters, and that any subsequent adaptation for manufacturing will require additional validations, technical adjustments, and, where applicable, the contracting of complementary services.

Throughout the Product Development process, any references to materials, fabrics, colors, weights, finishes, or compositions included in technical sheets or digital simulations are technical references only, based on general market availability or stock references, and do not imply any commitment regarding future availability, customization, or exact reproduction in later stages. The client accepts that such references do not constitute a promise of a physical result nor an obligation to manufacture.

With respect to revisions, the client is entitled to a maximum of three (3) revisions related to 3D design and general aesthetic adjustments. Each revision must be communicated clearly, consolidated, and submitted as a single request. Any additional request, change of criteria, inclusion of new references, conceptual redefinition, structural modification, or adjustment not originally contemplated shall not be considered a revision, but rather a scope expansion, which may generate additional costs, extended timelines, and shall be subject to Ensucotton’s sole evaluation and acceptance.

Delivery timelines associated with the Product Development service are estimated and indicative only and may vary depending on technical, operational, and coordination factors, including but not limited to client response times, change requests, technical validations, and internal workload. Ensucotton shall not be liable for delays arising directly or indirectly from client decisions, omissions, or late responses.

The client expressly acknowledges that the Product Development service does not guarantee specific aesthetic results, market acceptance, commercial viability, or exact alignment with personal expectations, and that any interpretation of the outcome is subjective. Once the service has commenced, no refunds or reimbursements, whether total or partial, shall be granted under any circumstance.

SAMPLE MANUFACTURING (PRE-PRODUCTION)

The Sample Manufacturing service is intended exclusively for the technical, structural, and fit validation of a product and does not constitute an exact or final representation of mass production results. The client acknowledges and accepts that samples may present minor variations in color, texture, weight, finish, or construction inherent to artisanal and industrial processes, which are standard within the textile industry and shall not be considered defects or non-compliance.

Once the client reviews, approves, or authorizes the continuation of a sample, they assume full responsibility for such approval, releasing Ensucotton from any subsequent claim related to aspects observed, corrected, or accepted at that stage. Sample costs are non-refundable under any circumstance, including changes of opinion, subsequent commercial decisions, or expectations not previously communicated.

FULL PACKAGE MANUFACTURING (FULL PACK)

The Full Package Manufacturing service is carried out strictly based on a technical pack and a sample previously approved by the client, with a minimum order quantity (MOQ) of 200 units per color and per design. The client accepts that once the relevant documentation and samples are approved, no claims shall be accepted regarding final results derived from previously validated decisions.

In mass production processes, tolerable variations inherent to the textile industry may occur and shall not be considered defects, failures, or grounds for return or compensation. Any modification requested after approval may result in additional costs and revised delivery timelines.

Ensucotton shall not be responsible for delays, additional costs, holds, inspections, or issues arising from logistics services, international transportation, customs authorities, governmental entities, or third parties involved in the supply chain, even when such services have been recommended as a reference.

WHOLESALE BLANK GARMENT SALES

Wholesale blank garments are sold strictly on an “as is” basis, without customization, modifications, or adaptations. The client is solely responsible for verifying sizes, composition, specifications, and intended use prior to purchase. No exchanges, returns, or refunds shall be accepted under any circumstance.

RETURNS AND REFUNDS POLICY

Ensucotton expressly, definitively, and non-negotiably establishes that no returns or refunds, whether total or partial, shall be granted for any of its services or products, including product development, sample manufacturing, full package production, and wholesale blanks. Any exception shall be deemed extraordinary, evaluated exclusively by management, and communicated in writing, without creating any precedent.

FORCE MAJEURE AND EXTRAORDINARY EVENTS

Ensucotton shall not be held liable for non-performance, delays, or variations caused by force majeure events, acts of God, natural disasters, strikes, social unrest, governmental restrictions, inspections, external service failures, or any circumstance beyond its reasonable control.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

All technical materials, documentation, developments, processes, methodologies, and know-how used or generated by Ensucotton are confidential and remain its exclusive property. Any reproduction, distribution, transfer, or unauthorized use by the client is strictly prohibited.

LOW MOQ PRODUCTION PROGRAM (Orders below 200 units)

For orders below 200 units per design/color, ENSUCOTTON TEXTILES E.I.R.L. offers an alternative production model based on stock materials (hereinafter referred to as the “Low MOQ Program”).

This program applies exclusively to orders that do not meet the minimum volume required for fully custom development.

1. Production Model

Orders under this program are produced using pre-existing fabrics, patterns, and manufacturing processes available in stock. As such, this model corresponds to a semi-custom production, and not a fully custom development from scratch.

2. Design & Artwork Application

Client-provided designs are applied onto stock fabrics using available printing techniques. ENSUCOTTON will aim to maintain the overall composition and visual identity of the design; however, exact reproduction of the original artwork is not guaranteed.

Technical adjustments may be required, including but not limited to:

Color adaptation to available inks
Simplification of graphic elements
Adjustments to fine details or low-contrast areas

These adjustments are necessary to ensure technical feasibility, print quality, and production consistency.

3. Printing Techniques & Limitations

Printing methods such as screen printing involve inherent technical limitations, including:

Inability to accurately reproduce Pantone or digital color values
Variations in color due to fabric absorption and ink behavior
Reduced definition in fine details or small-scale graphics
Constraints related to color separation and layer-based printing

The client acknowledges that these limitations may result in differences between digital artwork and the final product.

4. Alternative Methods

Where higher accuracy in color and detail is required, alternative methods such as digital printing may be recommended. The selection of the printing method is the client’s responsibility, and each method involves different technical outcomes, timelines, and cost structures.

5. Approval & Production Flow

For orders below 200 units, production processes are optimized for efficiency and shorter lead times. As a result:

Intermediate approval stages (such as print strike-offs or detailed artwork validations) may be limited or not applicable
Production may proceed based on the artwork and specifications provided by the client

The client acknowledges that this model may not include a fully iterative validation process.

6. Color & Material Variations

All productions under this program utilize stock fabrics and available dye lots. Therefore:

Exact color matching (including Pantone references) is not guaranteed
Slight variations in tone, texture, or finish may occur
7. Production in Progress & Modifications

Once production has commenced, including printing and/or garment assembly, modifications to design, colors, or graphic elements are no longer possible.

8. Client Acknowledgment

By confirming an order below 200 units under the Low MOQ Program, the client acknowledges and accepts:

That the order will be produced under a semi-custom, stock-based production model
The technical limitations of the selected printing methods
The possibility of artwork adjustments for technical feasibility
That the final result may differ from digital artwork or original files provided

FINAL ACCEPTANCE

The contracting of any service offered by Ensucotton constitutes the automatic, full, and unconditional acceptance of these Terms and Conditions, without the need for any additional signature.