Welcome to Patchwork. These Terms of Service (the "Terms") govern your use of our platform, services, and any associated content (collectively, the "Services"). By submitting a purchase order or using our Services, you agree to be bound by these Terms. Please read these Terms carefully before using the Services. If you do not agree to these Terms, you may not use the Services.
Please read these Terms carefully before using the Services. If you do not agree to these Terms, you may not use the Services.
Client appoints Patchwork as a non-exclusive buying agent to render Services in connection with the purchase of Merchandise by Client. Patchwork hereby accepts such appointment on the terms and conditions contained herein. Client may at any time and from time to time, without notice, appoint other sourcing agents and Patchwork may accept other appointments from any other Client to perform services.
2.1 Each Party agrees to act as an independent contractor and not as a partner of, or joint venturer with, the other Party for any purpose related to these terms, and neither Party will by virtue of these terms have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other Party except as provided in Section 3 below, or to act on their own account. Except as expressly provided herein, Responsibility for losses arising from damaged, defective, or non-conforming merchandise will be negotiated between Client and Supplier. Patchwork will make commercially reasonable efforts to support Client in these negotiations, especially where Supplier fault is apparent, but shall have no liability for losses related to merchandise quality or performance.
2.2 Client acknowledges and agrees that Patchwork may engage sub-contractors to perform some or all of Patchwork’s services hereunder. In no event shall the relationship between Patchwork and any sub-contractor result in either Party becoming a Client or seller of Merchandise from the other. While Client may agree to pay for additional services provided by such sub-contractors, all payments for such services shall be made by Client to Patchwork, and Patchwork shall be responsible for paying the sub-contractors. Patchwork shall ensure that its sub-contractors strictly adhere to these terms and shall handle all remuneration payable to its sub-contractors.
A. Patchwork shall perform the following services for Client:
B. Patchwork represents and warrants that it is knowledgeable and familiar with Property Rights in the apparel and accessories industry.
C. Patchwork shall undertake commercially responsible efforts to ensure: (i) the careful selection of each factory, and (ii) that each factory selected possesses the necessary capacity in plant, machinery, and personnel to produce the merchandise to be ordered.
D. In all transactions connected with these terms, Patchwork shall have no authority to bind Client except on Client’s written purchase order or other written instructions as finally approved by Client.
E. Client is at all times the principal solely responsible for purchasing, accepting delivery, and paying for the Merchandise. Patchwork has no authority expressed or implied, to purchase the Merchandise on its own account, take delivery or title to said Merchandise, hold such Merchandise in inventory, pay, commit to pay, or arrange for the payment for such merchandise from its own funds, such functions being the sole responsibility of the Client.
A. All purchases made by Patchwork for Client’s benefit pursuant to these terms and the written purchase order of Client shall be F.O.B. port of loading in the country of origin, unless otherwise agreed to in writing by the Parties hereto. Commercial invoices will be prepared by the Patchwork on the basis of the actual F.O.B. price (the F.O.B. Country of Origin Price) paid by client. Invoices shall include Patchwork’s commission fees as detailed in Client’s order form.
B. For bulk garment production, the minimum order quantity (MOQ) for each 'style' will typically be around 50 units, though the exact MOQ will be determined by mutual agreement between Client and Supplier prior to the first production run. This MOQ will apply to all subsequent production runs for that style, unless otherwise agreed in writing by both parties. A 'style' may be defined by factors such as, but not limited to, fabric, silhouette, and cut, as mutually understood by both parties. Units counted toward the MOQ may include any combination of colors and/or sizes, as expressly agreed upon by Client and Supplier.
C. No deposits are required to begin production. Full payment is due upon completion, and goods will not be released for fulfillment until payment is received.
D. Cancellation. If a style is canceled, Client is liable for finished units and costs incurred on works in progress. The final payment will be adjusted to reflect the revised order and will include these amounts.
A. Client will pay Patchwork for providing the service required of Patchwork under these terms as part of the F.O.B. Price. The F.O.B. price indicated on Client’s written purchase order includes the Patchwork’s commission for services rendered, and no separate commission charge will be added unless as directed by Client for third party services.
B. Fulfillment upon Payment. Client acknowledges that goods will not be released for fulfillment until full payment is received. Client assumes full responsibility for any delays, costs, or customer complaints resulting from late payment, including but not limited to missed delivery deadlines, customer dissatisfaction, or any other related consequences.
C. Client will pay all costs of insurance, shipping, forwarding, handling, and other incidental charges and disbursements against shipping incurred by client.
D. No provision of these terms shall be construed to limit or qualify the responsibilities that Client has under the laws administered by the United States, or under applicable common law, state or federal statutes and regulations, or the policies of any governmental authority.
E. Client must promote positive Supplier relationships by affording vendor representatives courteous, fair, and ethical treatment.
Except for any claims against Patchwork arising out of Patchwork’s alleged gross negligence, willful misconduct or fraud or Patchwork’s failure to fully perform its obligations under these terms, Client acknowledges that all claims arising out of or relating to the purchase of Merchandise through Patchwork shall be made against the Seller of such Merchandise and not against Patchwork.
Client’s failure to comply with any of the terms and conditions of these terms shall be grounds for the exercise by Patchwork of any one or more of the following remedies:
These remedies are not exclusive and are in addition to all other remedies available to Client at law or in equity.
8.1 NON-COMPETITION. Client shall not, directly or indirectly, engage with Patchwork-affiliated Suppliers for the development, manufacture, or production of Merchandise or related products and services, outside of these terms, in any territory where the Agreement is in effect.
8.2 NON-SOLICITATION. Client shall not directly or indirectly hire, engage, or employ (as an employee, consultant, or otherwise) any Patchwork affiliated Supplier or sub-contractor pursuant to the Agreement.
8.3 REASONABLENESS OF RESTRICTIONS. Client acknowledges and agrees that the restrictive covenants as specified above are necessary for the protection of the business investment by Patchwork pursuant to the Agreement and are reasonable in terms of time, geographic area, scope and content.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with these terms. This indemnification will survive the termination of these terms.
These terms shall be construed and enforced in accordance with the laws of the Commonwealth of Delaware as if it were an agreement made and to be performed entirely within such state. These terms shall not be governed by the provisions of the United Nations Convention on Contracts for the International sale of Goods.
11.1 BRAND OWNERSHIP OF DESIGNS. All intellectual property rights in the designs, trademarks, and any other materials created or provided by Client (the "Brand Designs") remain the exclusive property of Client. Patchwork shall have no ownership or licensing rights in the Brand Designs.
11.2 Patchwork OWNERSHIP OF SOFTWARE AND PLATFORM. The software, platform, and all associated technology, data, and intellectual property (the "Patchwork Platform") used to facilitate services under these terms remain the exclusive property of Patchwork. Client is granted a limited, non-exclusive, and non-transferable license to use the Patchwork Platform solely for the purposes of fulfilling orders under these terms.
11.3 MUTUAL USE OF CONFIDENTIAL INFORMATION. Both Parties agree that any confidential information, including but not limited to proprietary designs, software, and business practices, shall not be disclosed to any third party or used for purposes outside of these terms without the prior written consent of the disclosing party.
11.4 NO TRANSFER OF RIGHTS. Nothing in these terms shall be construed as transferring any ownership or intellectual property rights from one Party to the other, except as expressly stated herein.
11.5 USE OF DATA. Patchwork may use aggregated, anonymized data from the Client's use of the Patchwork Platform for internal purposes, including improving the software and services, provided that such data does not identify the Client or its customers.
12.1 OBLIGATIONS OF CONFIDENTIALITY. Each Party acknowledges the confidential and proprietary nature of the other Party’s Confidential Information. The Party receiving Confidential Information (the “Recipient”) (including, without limitation, any such information furnished prior to the date of these terms) from the disclosing Party (the “Disclosing Party”) shall take all reasonable steps to prevent disclosure to third parties, except to those directors, officers, employees, brokers, and representatives (including financial advisors, attorneys, and accountants) of the Recipient (each, a “Representative,” and collectively the “Representatives”) who have a substantial “need-to-know” of such information, or as may otherwise be expressly permitted, in writing, by the Disclosing Party. The Recipient shall inform its representatives of the confidentiality obligations herein and shall be responsible for their compliance. 'Reasonable steps' shall mean measures at least as protective as those the Recipient takes to protect its own confidential information, which shall not be less than a reasonable standard of care.
12.2 DEFINITION OF CONFIDENTIAL INFORMATION. As used herein, “Confidential Information” means any of the Disclosing Party’s proprietary or confidential information, technical data, trade secrets or know-how, whether existing or contemplated, that is disclosed, directly or indirectly, to the Recipient or one of its Representatives by or on behalf of the Disclosing Party, in writing, orally or by drawings or inspection of documents or other tangible property. However, “Confidential Information” shall not include any of the foregoing items which:
The Parties understand that a breach of the provisions in Sections 11 and 12 of these terms concerning Intellectual Property and Confidential Information could cause each Party irreparable injury inadequately compensable through monetary damages and, accordingly, agrees that each Party shall be entitled to injunctive relief against any such breach or threatened breach in addition to any other available remedies.
14.1 NO CONFLICTS. The Parties represent and warrant that they have no obligations to any third-party, which will in any way limit or restrict their ability to carry out and perform all its obligations under these terms.
14.2 NO VIOLATION OF LAW OR CONTRACT. The parties warrant that performance under these terms does not, to the best of their knowledge, violate any applicable law, rule or regulation or any contracts with third-parties.
14.3 CAPACITY. The Parties represent and warrant that: (i) they have all requisite power and authority to execute and deliver these terms and to carry out and perform all of its obligations under these terms; (ii) the execution, delivery and performance by each Party of these terms does not violate its Certificate of Incorporation or by-laws, or otherwise violate any applicable law, rule, regulation, judgment, injunction, order or decree; and (iii) it holds and is in compliance with any applicable permits, licenses and other approvals required to carry out its obligations under these terms.
All notices to either Party shall be in writing and delivered by hand or e-mail or by certified mail or overnight delivery service to the address set forth by Client or Patchwork or to such other address as either Party shall give by notice to the other Party. Notices shall be effective when delivered in accordance with the foregoing, provided that notice by e-mail shall be effective with delivery has been confirmed by the other party.
Neither Party to these terms will be considered to be in default of these terms, or have liability whatsoever to the other, as a result of events beyond their reasonable control which could not have been avoided by the exercise of reasonable prudence, including delays caused by acts of God, acts or regulations of any government or supra-national authority, war or national emergency including government action taken in response to epidemics or pandemics, accident, fire, riot, strike, lock-outs and industrial disputes.
In no event shall lack of finances be considered an event beyond the control of a Party. In the event of the occurrence of any force majeure event, the affected Party shall notify the other Party immediately in writing of its invocation of this Section, and each Party’s obligations hereunder (except for the payment of money) to the other shall be suspended for the duration of such force majeure event; provided however, that the affected Party shall be obligated to use its commercial reasonable efforts to restore performance hereunder as soon as reasonably practicable, and provided, further that if such event continued for more than thirty (30) days in the aggregate during the Initial Term or in any six (6) month period thereafter, the non-affected Party shall have the right to terminate these terms upon written notice to the other Party.
17.1 SECTION HEADINGS. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. Any attachment referred to herein and attached hereto is incorporated herein to the same extent as if set forth herein
17.2 REQUIRED APPROVALS. Where agreement, approval, acceptance, or consent by either Party is required by any provision of these terms, such action shall not be unreasonably delayed or withheld.
17.3 ELECTRONIC SIGNATURE. The Parties hereto agree that electronic signatures shall be as effective as if originals.
17.4 ASSIGNMENT. Patchwork may not assign or otherwise transfer these terms or subcontract any of its obligations hereunder without the prior written consent of Client, which consent may be withheld by Client in its absolute and sole discretion.
17.5 NO WAIVER OF RIGHT. No consent to or waiver of any breach or default of any term or condition of these terms shall not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof. Failure on the part of either Party or to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver hereunder shall be effective unless it is in writing, executed by the Party waiving the breach or default hereunder.
17.6 SEVERABILITY. In the event any provision of these terms shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of these terms, which terms shall remain in full force and effect.
17.7. SURVIVAL. All terms, conditions, obligations and provisions capable of surviving the termination of these terms shall so survive.
17.8 GOVERNING LAW. these terms shall be governed by, and construed and enforced in accordance with the laws of the Commonwealth of Delaware applicable to contracts made and to be entirely performed therein, without regard to conflict of laws principles.
These Terms represent the complete and exclusive agreement between client and Patchwork regarding the subject matter addressed herein. They replace and supersede any prior or contemporaneous agreements, communications, or understandings, whether written or oral. Any modification or amendment to these Terms must be agreed upon in writing by both parties to be valid and binding.