Short answer: after you shortlist a clothes manufacturer, verify the commercial contract — payment milestones, who owns patterns and IP, whether sewing can leave the building, who is liable for fibre/care labels, how change orders are priced, and what you keep if you exit — before you pay deposits or open a bulk PO.
Use an RFQ/audit checklist to build the shortlist (choose the right manufacturer: RFQ and audit). Startup cash and first-order constraints are covered in choosing manufacturers for startups and clothing manufacturer for startups. This page is the after-shortlist contract layer.
Commercial terms to lock in writing
- Payment schedule: deposit %, balance triggers (ex-factory, documents against payment, or after third-party inspection), and what happens if a lot fails AQL.
- Price basis: Incoterms® rule, currency, what is included (fabric, trim, packing, testing) — see ICC Incoterms sources below.
- Quantity tolerance: over/under % and how overruns are billed.
- Lead-time definition: clock start (approved PP + fabric in house vs PO date) — see where production weeks actually go.
IP, patterns and subcontracting
- Pattern and marker ownership: state that graded patterns, markers and tech packs you paid for remain yours; factory may keep a production copy only for your orders.
- Artwork and trademarks: factory may not reuse your marks or prints for other clients; useful-article / design rules vary by market (U.S. copyright useful-article doctrine is summarised in official sources below — not legal advice).
- Subcontracting clause: name which steps may leave the building (embroidery, wash, print) and require written approval plus the subcontractor address before work moves.
- Tooling / moulds / screens: who pays, who stores, and transfer fee if you change factories.
Label compliance liability (U.S. market)
If you sell in the United States, fibre content and care labels are regulated. Confirm in the contract who prepares and who warrants the required disclosures under the Textile Fiber Products Identification Act rules (16 CFR Part 303) and the Care Labeling Rule (16 CFR Part 423), and who pays to fix mislabels. Official FTC guidance: your RFQ should already request a compliance pack; practical questions also appear in questions to ask a clothing manufacturer.
- Fibre % and RN / company name on the required label (16 CFR 303).
- Permanent care instructions (16 CFR 423) that match the garment you approved.
- Country of origin marking for imports (CBP marking rules) separate from “Made in USA” claims (16 CFR Part 323) if any domestic claim is used.
Change orders and exit
| Topic | Ask for | Red flag |
|---|---|---|
| Change order | Written price/lead-time impact before any construction, fabric or trim change after PP | Verbal “we will adjust later” |
| Failed inspection | Rework, replace or credit path tied to the agreed AQL (AQL guide) | Factory keeps deposit with no remedy language |
| Exit / tooling | Return of patterns, leftover branded trim, and paid screens/plates within a set number of days | No exit clause; “all files stay with factory forever” |
| Exclusivity | Only if you truly need it — and for how long, which product, which region | Open-ended exclusivity that blocks your own reorders elsewhere |
Decision rule
Do not treat a signed NDA and a sample invoice as a manufacturing agreement. If payment, IP, subcontracting, label liability, change orders and exit are not in writing, the relationship is not ready for bulk — even if the samples look perfect.
Where Knitwear Base fits
Knitwear Base quotes knitwear (tees, hoodies, underwear, loungewear) from a tech pack, states MOQ and lead time, and puts commercial terms in writing before bulk. Start from private label, T-shirt manufacturing or the contact page.
Sources and further reading
- eCFR, 16 CFR Part 303, Rules under the Textile Fiber Products Identification Act
- eCFR, 16 CFR Part 423, Care Labeling of Textile Wearing Apparel
- eCFR, 16 CFR Part 323, Made in USA Labeling Rule
- FTC, Threading Your Way Through the Labeling Requirements Under the Textile and Wool Acts
- FTC, Clothes Captioning: Complying with the Care Labeling Rule
- ICC, Incoterms® 2020 rules
- CBP, Marking of Country of Origin on U.S. Imports
- U.S. Copyright Office, Useful Articles
- ISO 2859-1:2026, Sampling procedures for inspection by attributes (AQL)
Rules and standards are summarised from their official pages for general guidance; this is not legal advice. Check the current version and the requirements of your own market before you rely on them.
