Supplier Terms

These Supplier Terms set out the terms under which a supplier may be reviewed, onboarded, introduced to buyers, matched to RFQs, and engaged through TextileFlow.

These Supplier Terms apply between Sleekshift Ltd, trading as TextileFlow, and the supplier company accepting these Supplier Terms.

Suppliers may accept these Supplier Terms by email confirmation, e-signature, signed agreement, supplier onboarding form, quote participation, RFQ response, or continued engagement with TextileFlow after receiving or being directed to these terms.

• TextileFlow is a trading name of Sleekshift Ltd.
• Company number: 16854971
• Registered in: England and Wales
• Registered office: 5 Brayford Square, London, England, E1 0SG
• Supplier contact: contact@textileflow.co.uk

TextileFlow operates a UK-India sourcing model for home textile buyers. We identify, review, and coordinate with selected Indian suppliers and match suitable suppliers to buyer RFQs.

The purpose of these Supplier Terms is to define supplier obligations regarding:

• Supplier onboarding
• Buyer introductions
• RFQ handling
• Quotes
• Samples
• Production updates
• Quality control
• Documentation
• Commercial terms
• Non-circumvention
• Confidentiality
• Compliance and ethical trading

TextileFlow acts as a sourcing facilitator, commercial agent, buyer introduction channel, workflow coordinator, and documentation support provider.

Unless separately agreed in writing:

• TextileFlow does not buy goods from the supplier.
• TextileFlow does not take ownership of goods.
• TextileFlow does not act as importer or exporter of record.
• TextileFlow does not guarantee buyer orders.
• TextileFlow does not guarantee payment by buyers.
• Purchase contracts for goods are entered into directly between the buyer and supplier.
• The supplier remains fully responsible for the manufacture, quality, compliance, delivery, and documentation of goods supplied to buyers.

Nothing in these Supplier Terms creates a partnership, joint venture, employment relationship, franchise, or exclusive agency unless expressly stated in writing.

The supplier must provide accurate, complete, and current information requested by TextileFlow, including where applicable:

• Legal business name
• Company registration details
• Factory address
• Management and contact details
• Product categories
• Production capacity
• Machinery and process capability
• Export experience
• Certifications
• Audit documents
• Product test reports
• Quality control process
• Labour and compliance policies
• Subcontracting details
• Bank details for buyer payments
• Tax and export documentation

TextileFlow may review, verify, request clarification, reject, suspend, or remove a supplier from its network at any time.

Onboarding does not guarantee RFQs, buyer introductions, orders, or exclusivity.

The supplier warrants that all information, documents, claims, certificates, audit reports, test reports, production details, pricing, capacity statements, and compliance declarations provided to TextileFlow or buyers are true, accurate, complete, valid, and not misleading.

The supplier must immediately notify TextileFlow if any information becomes inaccurate, expired, withdrawn, suspended, invalid, misleading, or incomplete.

The supplier must not submit forged, altered, expired, misleading, or unauthorised documents.

A buyer is considered introduced by TextileFlow if:

• TextileFlow provides the buyer's name, contact details, RFQ, product requirement, or project information to the supplier.
• TextileFlow invites the supplier to quote for a buyer RFQ.
• TextileFlow arranges communication between the supplier and buyer.
• The supplier becomes aware of the buyer through TextileFlow's platform, email, documents, calls, messages, referrals, or team.
• The supplier receives any commercial opportunity connected to a buyer through TextileFlow.

Buyer introductions remain protected under these Supplier Terms even if the buyer and supplier later communicate directly.

When responding to RFQs, the supplier must provide clear and accurate information, including:

• Product price
• Currency
• MOQ
• Lead time
• Sample cost
• Sample lead time
• Production lead time
• Payment terms
• Incoterms, where applicable
• Packaging details
• Material composition
• Certification availability
• Testing availability
• Validity period of quote
• Exclusions or assumptions
• Any risks, limitations, or conditions

Quotes must not be misleading or artificially reduced to win buyer interest.

If pricing, lead time, material availability, capacity, compliance status, or production feasibility changes, the supplier must notify TextileFlow immediately.

The supplier must produce samples according to the buyer's specifications, comments, agreed materials, approved artwork, technical files, and quality expectations.

The supplier must clearly communicate:

• Sample cost
• Sample timeline
• Material differences from bulk production
• Technical limitations
• Any variation from the buyer specification
• Whether the sample is production-representative

Approved samples must be retained, referenced, and used as the benchmark for bulk production where agreed.

The supplier must not materially change fabric, construction, trims, colour, finish, packaging, labelling, production process, subcontractor, or specification after sample approval without written approval from the buyer and notification to TextileFlow.

Purchase orders are placed directly between the buyer and supplier unless otherwise agreed in writing.

The supplier is responsible for reviewing and accepting the buyer's purchase order terms, including product specification, quantity, price, delivery date, payment terms, Incoterms, quality requirements, testing requirements, documentation, packaging, labelling, penalties, and cancellation terms.

TextileFlow is not responsible for payment by the buyer unless TextileFlow has expressly agreed in writing to act as principal, guarantor, or payer, which will not be assumed.

TextileFlow does not publish fixed supplier commission terms in these website Supplier Terms.

Any supplier commission, introduction fee, service fee, success fee, or commercial arrangement payable to TextileFlow will be agreed separately by email, e-signature, signed agreement, onboarding confirmation, RFQ confirmation, order confirmation, or other written record.

The agreed supplier fee may depend on the order value, product category, buyer relationship, scope of support, transaction structure, or any other commercial factor agreed between TextileFlow and the supplier.

Once separately agreed, the supplier must pay TextileFlow in accordance with the relevant written terms.

Unless the separate written terms state otherwise:

• TextileFlow may invoice the supplier after a buyer order is confirmed.
• Payment is due by the date stated on the invoice.
• The supplier must not hide, split, understate, redirect, delay, or restructure orders to avoid agreed TextileFlow fees.
• Any fee agreed in writing remains payable for protected buyer introductions and covered orders as set out in the relevant written agreement or confirmation.

Where TextileFlow introduces or matches a buyer and supplier, the supplier must not directly or indirectly bypass, avoid, reduce, or interfere with TextileFlow's commercial role or separately agreed fees.

The supplier must not:

• Contact introduced buyers outside the TextileFlow process for the purpose of avoiding TextileFlow.
• Encourage buyers to deal directly to avoid agreed TextileFlow fees.
• Divert orders to another factory, trading company, agent, related company, or associated entity to avoid TextileFlow.
• Hide, understate, split, delay, rename, or restructure orders to avoid agreed fees.
• Claim that an order is unrelated where it arises from a TextileFlow introduction or buyer relationship.
• Use buyer information obtained through TextileFlow for unauthorised direct marketing or unrelated business.

The exact period and scope of non-circumvention may be set out in a separate email confirmation, e-signed agreement, supplier onboarding confirmation, or written commercial agreement.

The supplier must promptly notify TextileFlow of:

• Any purchase order received from a TextileFlow-introduced buyer
• Any direct enquiry from a TextileFlow-introduced buyer
• Any repeat order, reorder, or new product request
• Any change to confirmed order value
• Any cancellation, reduction, delay, or dispute
• Any payment received from the buyer

Upon request, the supplier must provide reasonable evidence of buyer orders, including purchase orders, pro forma invoices, commercial invoices, packing lists, payment confirmations, or related documents.

If the supplier fails to pay agreed TextileFlow fees by the due date, TextileFlow may:

• Charge interest and recovery costs where legally available or contractually agreed
• Suspend further RFQs and buyer introductions
• Remove the supplier from the TextileFlow network
• Notify the buyer that the supplier is no longer active on TextileFlow
• Recover unpaid amounts through legal action
• Claim reasonable costs incurred in recovering unpaid amounts

The supplier may not withhold agreed TextileFlow fees because of a dispute with the buyer unless the relevant order is formally cancelled and no payment, production, shipment, or commercial benefit has occurred, subject to the separate written commercial terms.

The supplier must manufacture goods in accordance with:

• Buyer specifications
• Approved samples
• Technical files
• Agreed materials
• Agreed quality standards
• Applicable laws
• Agreed timelines
• Accepted purchase order terms
• Required documentation

The supplier must maintain suitable production planning, quality control, labour management, material control, and shipment readiness processes.

The supplier must immediately notify TextileFlow and the buyer of any issue that may affect quality, price, compliance, capacity, delivery, documentation, or shipment.

The supplier must not subcontract production, finishing, washing, dyeing, printing, embroidery, packing, labelling, or any material process for a TextileFlow-introduced buyer order without prior written disclosure and approval where required.

The supplier remains fully responsible for the acts, omissions, quality, compliance, labour practices, and documentation of any subcontractor.

Undisclosed subcontracting may result in immediate removal from the TextileFlow network and may be treated as a serious breach of these Supplier Terms.

The supplier must cooperate with TextileFlow, the buyer, or appointed third-party QC providers for:

• Sample reviews
• Production updates
• Mid-stage QC
• Final QC
• Approved sample matching
• Document checks
• Factory visits, where agreed
• Shipment readiness checks

The supplier must provide reasonable access, information, photos, videos, production records, sample references, and documents required for QC activity.

QC support does not reduce the supplier's responsibility for manufacturing conforming goods.

If goods fail inspection or do not match agreed requirements, the supplier must cooperate to correct, replace, rework, discount, or resolve the issue as agreed with the buyer.

The supplier must provide accurate and current documents requested by TextileFlow or buyers, including where applicable:

• Business registration
• Export documentation
• Product specifications
• Material composition
• Certificates
• Audit reports
• Test reports
• Factory compliance documents
• Packing lists
• Commercial invoices
• Quality reports
• Country of origin documents
• Shipment-related documents
• Sustainability or traceability information

Documents must be provided within reasonable timelines and must not be falsified, altered, misleading, or expired.

The supplier must comply with all applicable laws and regulations, including those relating to:

• Labour
• Health and safety
• Wages and working hours
• Child labour
• Forced labour
• Modern slavery
• Anti-bribery and anti-corruption
• Tax
• Export controls
• Sanctions
• Environmental protection
• Product safety
• Labelling
• Customs
• Data protection
• Intellectual property

The supplier must maintain all licences, permits, registrations, and approvals required to operate and export goods.

The supplier must not use, permit, support, or benefit from:

• Forced labour
• Bonded labour
• Child labour
• Prison labour
• Human trafficking
• Unsafe working conditions
• Illegal wage practices
• Discrimination or harassment
• Unauthorised subcontracting
• Bribery or kickbacks
• Falsified certificates or audit documents
• Misleading sustainability claims

TextileFlow may suspend or remove a supplier immediately if it suspects serious ethical, legal, labour, or compliance concerns.

The supplier must not offer, request, pay, accept, or authorise any bribe, kickback, secret commission, facilitation payment, gift, benefit, or improper advantage in connection with TextileFlow, buyers, inspectors, logistics providers, auditors, or any sourcing transaction.

Any breach of this clause is a serious breach of these Supplier Terms.

The supplier must keep confidential all information received through TextileFlow, including:

• Buyer names and contact details
• RFQs
• Product specifications
• Designs
• Prices
• Commercial terms
• Documents
• Samples
• Forecasts
• Order information
• TextileFlow processes
• Platform information
• Commercial arrangements

The supplier must use confidential information only for the specific opportunity or order for which it was provided.

The supplier must not share confidential information with unauthorised parties, other buyers, competing suppliers, agents, or subcontractors except where necessary for approved production and subject to confidentiality obligations.

The supplier must respect buyer and TextileFlow intellectual property rights.

The supplier must not copy, reproduce, sell, display, distribute, or reuse buyer designs, artwork, specifications, tech packs, samples, labels, packaging, product concepts, or brand materials except for the relevant buyer order.

The supplier must not sell buyer-developed products, samples, or designs to other customers without written permission from the buyer.

The supplier must protect personal information received through TextileFlow or buyers and use it only for the relevant sourcing, production, communication, and order purposes.

The supplier must not misuse buyer contact details, TextileFlow contact details, employee details, or other personal information for unrelated marketing, bypassing, resale, or unauthorised disclosure.

Where personal information is transferred internationally or processed on behalf of another party, the supplier must cooperate with reasonable data protection safeguards and documentation requested by TextileFlow.

The supplier must maintain appropriate insurance for its business, products, factory operations, employees, and liabilities, including where available and commercially reasonable:

• Public liability insurance
• Product liability insurance
• Employer or worker insurance required by local law
• Property and factory insurance
• Export-related insurance where applicable

The supplier must provide evidence of insurance upon request.

The supplier must maintain accurate records relating to TextileFlow-introduced buyers, quotes, orders, production, invoices, payments, documents, QC activity, and fee-triggering transactions.

TextileFlow may request reasonable records to verify agreed fees, compliance, buyer order status, or contractual performance.

The supplier must cooperate with such requests within a reasonable time.

TextileFlow may suspend or remove the supplier from its network immediately if:

• The supplier breaches these Supplier Terms.
• The supplier provides false or misleading information.
• The supplier fails to pay agreed fees.
• The supplier circumvents TextileFlow.
• The supplier fails to cooperate with QC or documentation requests.
• The supplier engages in unethical, illegal, or high-risk conduct.
• The supplier creates reputational, legal, commercial, or compliance risk.
• TextileFlow decides the supplier is no longer suitable for its network.

Removal does not affect any fee, confidentiality, non-circumvention, payment, indemnity, or liability obligations already accrued.

The supplier is responsible for all losses, claims, damages, costs, liabilities, penalties, and expenses arising from:

• Defective goods
• Late delivery
• Non-compliant goods
• Incorrect labelling
• Incorrect documentation
• False or misleading information
• Breach of buyer specifications
• Breach of law
• Breach of these Supplier Terms
• Undisclosed subcontracting
• Labour, ethical, or compliance violations
• Intellectual property infringement
• Failure to pay agreed TextileFlow fees
• Circumvention of TextileFlow

The supplier agrees to indemnify TextileFlow against any claims, losses, liabilities, damages, costs, and expenses arising from the above matters.

TextileFlow does not guarantee that the supplier will receive buyer enquiries, RFQs, samples, purchase orders, repeat orders, revenue, or any minimum level of business.

The supplier participates in TextileFlow at its own commercial risk.

Either party may terminate the supplier relationship by written notice.

TextileFlow may terminate immediately for serious breach, non-payment, circumvention, false information, unethical conduct, compliance concerns, or reputational risk.

Termination does not affect obligations relating to:

• Agreed fees
• Non-circumvention
• Confidentiality
• Intellectual property
• Records
• Indemnity
• Liability
• Payment obligations
• Dispute resolution

The parties should first try to resolve disputes through good-faith discussion.

If a dispute cannot be resolved, either party may pursue legal remedies.

TextileFlow may seek urgent injunctive or equitable relief where necessary to prevent misuse of confidential information, buyer circumvention, intellectual property misuse, or serious contractual breach.

These Supplier Terms and any dispute arising from or relating to them are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, unless TextileFlow chooses to bring proceedings in another jurisdiction where the supplier is located, operates, holds assets, or has committed a breach.

• Sleekshift Ltd trading as TextileFlow
• Company number: 16854971
• Registered in England and Wales
• Registered office: 5 Brayford Square, London, England, E1 0SG
• Supplier contact: contact@textileflow.co.uk