1. PAYMENT TERMS

- Method: TT/RTGS or mutually agreed method
- Currency: USD or as agreed in contract
- Schedule: 100% payable after shipment against presentation of required export documents
- Bank Charges: Each party shall bear its own bank charges
- Processing Fee: A flat fee of $150 USD (or equivalent) will be deducted from the factory's payment as handling fee
- Tolerance: A tolerance of 5% in quantity and value is permitted

2. DELIVERY TERMS

- Shipment Date: 10-09-2025
- Date of Expiry: After 30 Days from the shipment date
- Shipping Method: By Sea, Air, or Courier as instructed
- Port of Loading: Any Port of Bangladesh
- Port of Discharge: Any Port of Singapore/Sri Lanka
- Country of Origin: Bangladesh
- Country of Destination: Singapore/Sri Lanka
- Delivery Method: FOB, Any Port of Bangladesh, Incoterms 2020
- Partial Shipments & Transshipments: Allowed unless specifically restricted
- Insurance: To be arranged by the buyer unless otherwise stated

3. DOCUMENTATION REQUIREMENTS

- Required Documents:
  • Commercial Invoice - Packing List - Bill of Lading / Air Waybill / Courier Docket
  • Certificate of Origin or REX Statement - Inspection Certificate - Shipping Bill - EXP Form
  • Bank Letter - Shipper Letter - Signed Contract - Proforma Invoice
- Submission Procedure:
  • Factory must first send scanned copies of all shipping documents for review and approval
  • Once approved, the original hard copies must be submitted for payment processing
- Copies Required: Two complete sets of finalized documents
- Submission Deadline: Documents must be presented within 7 calendar days of shipment

4. PRODUCTION & QUALITY STANDARDS

- Sample Requirements:
  • Fit Sample (after order confirmation)
  • Pre-Production Sample (before bulk production)
  • Shipment Sample (prior to delivery)
- Packaging & Labeling: Must fully comply with Texasia and buyer specifications
- Inspection Standards: Final inspection as per AQL 2.5, conducted by buyer or Texasia-appointed party
- Defect Resolution: Factory must rework or replace defective goods at their own cost

5. CONFIDENTIALITY & INTELLECTUAL PROPERTY

- Design Ownership: Buyer retains all ownership rights to designs, branding, and trademarks
- NDA Compliance: Factory shall not reproduce, share, or resell any part of the product or design without prior approval
- Confidentiality: All trade terms, pricing, and communications must remain confidential

6. COMMUNICATION & RESTRICTIONS

- Factory and Buyer may not communicate directly without prior written approval from Texasia
- Any violation shall result in financial penalties, compensation claims, or legal consequences

7. ROLES & RESPONSIBILITIES

- Buyer: Responsible for payments as per the agreed terms
- Factory: Responsible for product development, production quality, and on-time delivery
- Texasia: Acts solely as the sourcing and monitoring partner not a principal to the sales contract

8. LIMITATION OF LIABILITY

- Texasia operates strictly as a sourcing intermediary and assumes no legal responsibility for disputes or losses between buyer and factory

9. FORCE MAJEURE

- No party shall be liable for failure to perform obligations due to uncontrollable events such as war, pandemic, disaster, or government restrictions
- In such cases, parties shall renegotiate the terms in good faith

10. PENALTIES & TERMINATION

- Shipment delays, quality failures, or repeated non-compliance may result in contract termination and financial penalties
- Factory must replace or compensate for rejected goods as per buyer's instructions

11. DISPUTE RESOLUTION & GOVERNING LAW

- This document and any related contracts shall be governed by the laws of Bangladesh
- Disputes must be resolved through mutual negotiation or as otherwise mutually agreed

12. BUYING HOUSE COMMISSION & SERVICE CHARGE

- A commission of 0% shall be payable to buying house before disbursement to the factory

13. ENTIRE AGREEMENT

- This document constitutes the complete agreement and supersedes any prior discussion or arrangements