TERMS AND CONDITIONS

Hingto International Group Co., Ltd - TERMS OF SALE TERMS AND CONDITIONS OF SALE DATED BETWEEN Hingto International Group Co., Ltd (“the Company”) AND (“the Customer”)

Legal Entity Address:
18/F, On Hong COMM BLDG, 145 Hennessy Rd, WanChai, Hong Kong

Service: Custom Apparel

Stages 1-3 Terms and Conditions

DESIGNER BASE, is offering to enter into an agreement: for the creation of ‘Tech Packs’ and associated design services; and/or to help facilitate your communication with Hingto International Group Co., Ltd (“Hingto”) for the manufacture and delivery of samples and bulk orders of your designs. The offer is subject to these Terms and Conditions which set out the general terms on which we provide our services. If you accept our offer, our agreement shall consist of these Terms and Conditions.
You can indicate that you understand and accept our offer by paying us for our services, by continuing to instruct us or by signing and returning a copy of these Terms and Conditions.
Please note that any agreement we enter into is between you and DESIGNER BASE, and will not involve Hingto.

DESIGNER BASE is an independent contractor and not an employee, agent, partner or joint venturer of Hingto.

Our services
The services are typically provided in three stages.

Stage 1 – Tech Pack Creation (or Tech Pack Conversion)
DESIGNER BASE will put together a Tech Pack for each design that you want to create, either by creating new Tech Packs in accordance with your instructions (“Tech Pack Creation”) or converting your existing designs into our standard form and layout (“Tech Pack Conversion”). Please allow approximately 10 days per Tech Pack. Please note that this can vary depending on the design details. Each Tech Pack includes all of the details needed to create the physical product:

• Artwork / Mockup (we will send this to you for review);
  - Fabric Sourcing and Recommendation (we will send this to you for review); and
  Measurements, Sizing and Grading (for use by Hingto only. You will not receive this until after Stage 3)
• Please note that some work undertaken in connection with the creation of the Tech Packs may be performed by subcontractors or third parties under our supervision.

For Tech Pack Creation, we charge USD $180 (incl. GST) per Tech Pack (payable in advance). Please note that a minimum order of 3x Tech Packs is required. Each Tech Pack includes 1x revision (which is optional) of each of the above three components (if required).
If you require further revisions, you may be required to purchase another Tech Pack.

For Tech Pack Conversion, we charge USD $100 (incl. GST) per Tech Pack (payable in advance). Please note that a minimum order of 3x Tech Packs is required. For Tech Pack Conversion, each of the above three components will be for office use only and will not be sent to you for review.
Please note that all payments in connection with Stage 1 will be made to DESIGNER BASE directly using bank transfer or PayPal.
Please note any quotes giving on the next stages are estimations only.

Stage 2 – Sample Development
At your request, we will contact Hingto on your behalf to facilitate the creation of product samples using the details set out in each of the Tech Packs. Unless agreed otherwise, you will receive 1x sample per Tech Pack (unless agreed otherwise). We note that samples are usually delivered within 5 weeks of an order being placed (however this is not guaranteed and does vary depending on many variables).
You will be required to pay Hingto directly (and in advance) for the manufacture and delivery of your samples.  We note that Hingto generally charge around USD $100 (incl. GST) per sample. However, we will confirm the price with you after Stage 1 (Tech Pack Creation) has been finalised. This amount is usually reimbursed by Hingto if a bulk order (of at least 300pcs per design/colour) is made. 
Please note that DESIGNER BASE is an independent contractor and not an employee, agent, partner or joint venturer of Hingto. Whilst we have a good working relationship with Hingto and can facilitate communication between both parties, any issues related to the manufacture and delivery of your samples will be a matter between you and Hingto. We will not be responsible for the manufacture or delivery of your samples and cannot be held responsible for any loss, damage or expense, howsoever arising, suffered by you in connection with the manufacture or delivery of your samples.

Stage 3 – Bulk Order
At your request, DESIGNER BASE will contact Hingto on your behalf and place a bulk order for your products (based on the relevant Tech Packs and samples). We note that bulk orders are usually delivered by Hingto within 45 days of an order being placed (however this is not guaranteed).
You will be required to pay Hingto directly (and in advance) for the manufacture and delivery of your products.
As noted above, DESIGNER BASE is an independent contractor and not an employee, agent, partner or joint venturer of Hingto. Any issues related to your bulk order will be a matter between you and Hingto. We will not be responsible for the manufacture or delivery of your order and cannot be held responsible for any loss, damage or expense, howsoever arising, suffered by you in connection with the manufacture or delivery of your order.

Our working relationship
To assist us in the provision of the services described above, we ask that you: instruct us clearly (and in writing wherever possible); cooperate and assist us to the best of your ability; and provide us with all information and documentation that we reasonably require to provide the services to you.

Payment
The total amount and timing of all relevant payments will be finalised and agreed in advance. As we want to stay awesome friends, you agree to promptly make all payments when requested and acknowledge that work may not commence until payment has been received in full.

We note that payments in connection with the Tech Packs will be paid to DESIGNER BASE directly. Payments made in connection with the manufacture and delivery of samples or bulk orders will be paid to Hingto.

We typically commence work on the Tech Packs as soon as we receive payment. As such, amounts paid to us in connection with the Tech Packs are non-refundable.

If any supply made by us under this agreement is, or becomes subject to GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)), they shall be considered inclusive of the GST amount.

You acknowledge and agree that where a request for payment is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges associated with the non-payment.

Intellectual property
In this clause, “Intellectual Property” means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights.
DESIGNER BASE recognise that all Intellectual Property created, written, developed or brought into existence by us when creating your designs or putting together your Tech Packs is your property and we will take all reasonable steps to ensure that this Intellectual Property vests in and remains vested in you.
Any other Intellectual Property created, written, developed or brought into existence by us when providing services to you in connection with this agreement is our property and you will take all reasonable steps to ensure that this Intellectual Property vests in and remains vested in us.
We love to show off our clients’ work and share what they’ve achieved with the world. Therefore, we reserve the right, to share, display, link to, write about or otherwise discuss information related to your business and your intellectual property including for the purposes of marketing and promoting our business.
The obligations under this clause survive termination or expiry of this agreement.

Disclaimer
Nothing in this agreement excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law which is set out in Schedule 2 of the Competition and Consumer Act 2010 (or any liability under them) which by law may not be limited or excluded.
Subject to the above, and to the extent permitted by law:
all terms, guarantees, warranties, representations or conditions which are not expressly stated in this agreement are excluded; and we will not be liable for any special, indirect or consequential loss or damages (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable consumer guarantee under the Australian Consumer Law), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the provision of services under this agreement, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. 
We note that DESIGNER BASE is an independent contractor and not an employee, agent, partner or joint venturer of Hingto. Whilst we can communicate with Hingto on your behalf, any issues related to the manufacture and delivery of your samples or bulk orders are a matter between you and Hingto. We will not be liable for any special, indirect or consequential loss or damages, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the manufacture and delivery of your samples or bulk orders by Hingto under any circumstances, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. The obligations under this clause survive termination or expiry of this agreement.

Our right to be indemnified
To the maximum extent permitted by law, you must indemnify DESIGNER BASE, and hold us harmless, against any special, indirect or consequential loss or damages, loss of profit or opportunity, or damage to goodwill (“Liability”) suffered or incurred by us arising from or in connection with the provision of services to you under this agreement, or any breach of this agreement or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under this agreement, and continues after this agreement ends.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under this agreement. The obligations under this clause survive termination or expiry of this agreement.

Warranties
Both parties warrant that:
they have the power to execute, deliver and perform our obligations under this agreement; and this agreement constitutes a legal, valid and binding obligation on them, enforceable in accordance with its terms by appropriate legal remedy.

Termination
DESIGNER BASE shall cease to provide services to you in connection with this agreement upon the happening of any of the following events: all deliverables agreed between us have been completed and all related payments have been made;  we both agree in writing to terminate the provision of the services; and/or you breach the terms of this agreement and, after being notified of the breach, fail to rectify it to our reasonable satisfaction within fourteen (14) days.

Where’s the small print?
Just like a parking ticket, neither you nor DESIGNER BASE may transfer or assign their rights or obligations in connection with this agreement to anyone else without the other party’s written permission. Although the language is simple, the intentions are serious, and this agreement constitutes a legal agreement governed by and construed in accordance with the laws of New South Wales and shall be subject to the non-exclusive jurisdiction of the courts of New South Wales. This agreement shall override all other communications between us to the extent of any inconsistency. The waiver of a breach of this agreement will not be a waiver of any other breach of that provision or the breach of any other provision. This agreement stays in place and need not be renewed. If for some reason one part of this agreement becomes illegal or unenforceable, it will be severed from the agreement and the remaining parts will remain in place.  Nothing in this agreement constitutes or implies: the relationship of employer and employee between you and DESIGNER BASE; or any joint venture, agency, fiduciary relationship or other relationship between us other than the contractual relationship expressly provided for in this agreement.

Additional Information:

Production time
Sample Production: The Company aims for 5* weeks but can take up to 20* weeks. This depends on design elements, fabric and sample room availability. 

Bulk Order Production: The Company aims for 45 days from invoice payment. Please note some orders may not be fulfilled for up to 200 days.

Payment for bulk order
The Company can not release 100% of goods until 100% has been paid by the Customer. By paying the invoice, you are agreeing to our terms and conditions.

Refund Policy
Tech Packs: Tech Packs can not be refunded for any reason. Once payment has been received by the Company, Tech Pack preparation will begin. Change-of-mind is not accepted.

If a third party (bank / PayPal for example) refund the funds to the customer after the work has begun, it is the customers responsibility to resend the payment.

Sample: Sample/s can be refunded if sample production has not begun. 

Bulk Production: Refunds will only be made if we can not repair or replace the faulty goods.

Faulty goods and missing stock claims need to be made within 48 hours of delivery. Repair or replacement will be taken care of immediately after proof is received. If factory closes for a short time for government issued reason, this is not included in the 200 day production time.

Additional Information

Communication:
All communication through stages 1-3 will be conducted via email. If an additional program is necessary, this will be agreed to between the company and the customer. Emails will be exchanged by the company as soon as possible.

Service 2: Brandable Wholesale Apparel

Refund Policy
All goods: We do not offer refunds or exchange on any Wholesale products.

Faulty goods and missing stock claims need to be made within 48 hours of delivery. Repair or replacement will be taken care of immediately after proof is received.