Terms of trade
The terms we trade on
This is a structure, not a contract.
The headings below are the clauses a sourcing and import business needs, with a note on what each has to settle. The wording itself must be drafted or reviewed by a qualified lawyer in your jurisdiction before you trade on it. Nothing here is legal advice, and it is not enforceable as written.
Last updated 12 September 2026 · Applies to orders placed with Vertex Procurement Pte. Ltd., registered in Singapore, UEN 202618447K.
1. Definitions
Who the parties are, and what is meant by Goods, Order, Quotation, Specification, Incoterms and Working Day throughout.
Clause text to be drafted.
2. Quotations and orders
How long a quotation stays valid, what turns a quotation into a binding order, and when a specification may still change without a re-quote.
Clause text to be drafted.
3. Prices, currency and payment
Prices are held in US dollars and converted to the currency you select, at the rate stamped on your quotation. Covers what is and is not included at each incoterm, the deposit and balance schedule, and what happens when an invoice is late.
Clause text to be drafted.
4. Tooling and samples
Who owns a die, mould or print plate once it has been paid for, how long a factory holds it, and whether sample costs are credited against a production order.
Clause text to be drafted.
5. Delivery and incoterms
Which incoterms are offered, when title and risk pass, how partial shipments are handled, and the effect of a delay outside our control.
Clause text to be drafted.
6. Inspection and acceptance
The agreed AQL, the window for rejecting goods after delivery, and the remedy where a batch misses the standard.
Clause text to be drafted.
7. Intellectual property
Your artwork stays yours. Covers the licence you grant us to brief the factory, how long artwork is retained, and the warranty you give that you have the right to use it.
Clause text to be drafted.
8. Confidentiality
Both directions. Notably that we do not disclose factory identity before contract, and that your pricing is not shared.
Clause text to be drafted.
9. Liability
What we are liable for and the cap on it, which is the single most important clause in this document to get professionally drafted.
Clause text to be drafted.
10. Termination and cancellation
Cancelling after production has started, and what is recoverable at each stage of a run.
Clause text to be drafted.
11. Governing law and jurisdiction
Which country's law applies and where a dispute is heard.
Clause text to be drafted.