Website and Business Terms and Conditions
Accrue Apparel Pvt Ltd trading as Accrue Apparel Group
Effective date 25 September 2026
These Terms govern use of www.accrueapparel.com.au and, when incorporated into a quotation or other Order Document, the business-to-business apparel development, sourcing, production, quality, packaging and logistics services supplied by Accrue Apparel Pvt Ltd.
Important: The Website is currently for information, enquiries and newsletter subscriptions only. It does not accept orders or payments. Sending an enquiry does not create a contract or require either party to proceed. Nothing in these Terms excludes any right or remedy that cannot lawfully be excluded.
1 About Accrue and these Terms
Accrue Apparel Pvt Ltd is a company operating from Sri Lanka and trades as Accrue Apparel Group. In these Terms, Accrue, we, us and our refer to Accrue Apparel Pvt Ltd. You and your refer to a Website visitor, an enquirer or, where an Order is formed, the Customer.
The Website and our services are intended principally for businesses, fashion brands and persons acting for business purposes. If you use the Website or deal with us for an organisation, you confirm that you have authority to act for that organisation.
Clauses concerning manufacture, supply, payment, delivery and related services apply to an Order only where the relevant quotation, statement of work, order confirmation or other written agreement expressly incorporates these Terms, or you receive these Terms before accepting the Order. An Order-specific written agreement prevails over these Terms to the extent of any inconsistency.
2 Key definitions
Customer Materials means designs, trade marks, logos, artwork, specifications, measurements, tech packs, samples, data and other material supplied or approved by the Customer.
Goods means garments, samples, packaging and other products identified in an Order Document. Services means development, sourcing, sampling, production management, quality, packaging, logistics or other services identified in an Order Document.
Order means the binding agreement formed under clause 6. Order Documents means the accepted quotation, statement of work, purchase order accepted by Accrue, order confirmation, approved specifications and any agreed variation.
3 Acceptance and Website use
By accessing or using the Website, you agree to the Website-related provisions of these Terms. If you do not agree, you must stop using the Website.
You must not:
· use the Website unlawfully, fraudulently or in a way that infringes another person's rights;
· introduce malware, interfere with the Website, attempt unauthorised access or bypass security measures;
· scrape, copy or systematically extract Website content for commercial use without written permission; or
· submit information that is false, misleading, defamatory, confidential to another person or otherwise unlawful.
4 Website information and no offer
Website content is general information about our capabilities and network. It is not a quotation, technical advice, production commitment, warranty or offer capable of acceptance. Product availability, minimum order quantities, prices, lead times, materials, certifications, production facilities and delivery options are confirmed only in the applicable Order Documents.
We take reasonable care with Website content but do not promise that every item is complete, current or free from error. Images, swatches and screen colours are illustrative and may differ from physical materials or finished Goods.
5 Enquiries and communications
You may contact us through the Website contact form. An acknowledgement or response confirms receipt only and does not mean that we have accepted an Order. You are responsible for providing accurate contact details and enough information for us to assess the enquiry.
You consent to receiving communications electronically in connection with your enquiry or Order. Transactional communications are separate from marketing communications and do not require a newsletter subscription.
6 Quotations and formation of an Order
A quotation is valid for the period stated in it. If it does not state a validity period, it expires 30 days after issue. We may withdraw or correct a quotation before it is accepted if it contains an obvious error or an input used to prepare it materially changes.
An Order is formed only when all of the following have occurred:
· the scope, price, payment schedule and key specifications have been agreed in writing;
· we have accepted the Order in writing; and
· any required deposit or initial payment has cleared.
A Customer purchase order does not change an accepted quotation or these Terms unless we expressly accept the changed term in writing. Standard terms printed on or linked from a Customer purchase order do not apply merely because we receive or process that document.
7 Scope of Services
We will provide the Goods and Services described in the Order Documents. Depending on the Order, this may include product development, tech pack support, fabric and trim sourcing, sampling, factory placement, production management, quality inspections, packaging, export documentation and shipping coordination.
Any service, test, certification, inspection, freight service or deliverable not expressly included is outside the agreed scope and may require a revised quotation.
8 Customer responsibilities
The Customer must provide timely, complete and accurate requirements, approvals, Customer Materials, destination-market information and decisions reasonably required to perform the Order. The Customer must identify intended use, performance requirements, restricted substances, testing, labelling, packaging and regulatory requirements before sampling or production where those matters affect the Goods.
The Customer is responsible for checking the commercial suitability of its designs, size ranges, demand forecasts and quantities. We remain responsible for performing the agreed Services with due care and skill and for producing Goods in accordance with the agreed specifications.
9 Product development samples and approvals
Development and sampling may involve patterns, prototypes, fit samples, lab dips, strike-offs, size sets, pre-production samples and packaging approvals. The required stages and charges will be set out in the Order Documents.
The Customer must review each submission and provide consolidated approval or clear revision instructions within the requested period. Approval confirms the relevant design, fit, colour, construction, artwork or packaging at that stage. Approval does not waive a defect that is inconsistent with the approved specification or any right that cannot lawfully be waived.
A change requested after approval may affect price, minimum quantities, material availability and timing. We will not implement a material change or additional charge without written agreement.
10 Specifications materials and manufacturing variation
The approved specification and any written tolerances in the Order Documents control production. Textile and garment production can involve reasonable variation in shade, texture, weight, shrinkage, measurements and finish between samples, dye lots and production runs. Such variation is acceptable only where it falls within the approved specification, agreed tolerance or an applicable agreed testing standard.
We will not knowingly substitute a material, trim or construction method in a way that materially changes appearance, performance, compliance or value without the Customer's written approval. If an approved input becomes unavailable, we will propose an alternative and explain any material price or timing effect before proceeding.
11 Minimums and production quantities
Minimum order quantities and colour, size or style minimums are stated in the quotation and may vary by product, material and facility. Any permitted production overage or shortage must be stated in the Order Documents. The Customer is not required to accept or pay for quantities outside an agreed tolerance unless it agrees in writing.
12 Compliance audits and certifications
We will place an Order with facilities and materials meeting the compliance requirements expressly agreed in the Order Documents, subject to availability and verification. References on the Website to our network's audits, certifications or standards describe network capability and do not mean that every facility, material or product holds every listed certification.
A certification or audit applies only to the entity, facility, product, process, material, transaction and validity period shown in its supporting documentation. If a particular certification, chain-of-custody document or test report is mandatory, the Customer must identify it before quotation and we must confirm it in writing.
Unless the Order Documents allocate responsibility differently, the Customer is responsible for destination-market requirements relating to its brand claims, retail information and instructions under its control. We are responsible for the manufacturing, sourcing and documentation obligations expressly allocated to us.
13 Prices taxes and payment
Prices, currency, inclusions, exclusions and payment milestones are stated in the Order Documents. Unless expressly included, prices exclude destination duties, import taxes, sales taxes, customs charges, storage, demurrage, inspection fees and costs arising from Customer changes or delay.
Payments must be made by the due date and without unauthorised deduction or set-off. Each party bears charges imposed by its own bank. The Customer must ensure that intermediary deductions do not reduce the invoiced amount received by us, unless the parties agree otherwise.
A deposit is applied to development, materials, capacity and other Order commitments. If an Order is lawfully cancelled, any refund is limited to the uncommitted balance after deducting completed work and reasonable, documented and non-recoverable commitments made for that Order.
If an amount remains overdue after written notice, we may pause unperformed work until payment is made. We will take reasonable steps to minimise avoidable delay and cost. Pausing work may extend the delivery schedule.
14 Changes cancellation and suspension
An agreed variation must describe the change and any effect on price, quantity, specifications or timing. Neither party is required to proceed with a proposed variation until it is accepted in writing.
If the Customer cancels an Order without a breach by us, it must pay for conforming work completed and reasonable, documented and non-cancellable commitments made before cancellation. We will use reasonable efforts to cancel or repurpose commitments and credit any amount recovered.
Either party may terminate an Order for a material breach that is not remedied within 10 business days after written notice, or immediately for insolvency where the law permits. Termination does not affect accrued rights, confidentiality, intellectual property rights or payment obligations for properly performed work.
15 Production schedules and delay
A production or delivery date is an estimate unless an Order Document expressly states that it is guaranteed. Timing normally begins only after receipt of cleared funds, final specifications, approvals, Customer Materials and any other agreed production prerequisites.
We will keep the Customer reasonably informed of material risks or delay. A delay caused by late Customer input, a Customer variation or another matter outside our reasonable control extends the schedule by a reasonable period reflecting its actual effect.
16 Shipping delivery risk and title
The applicable delivery term, named place and version of Incoterms are stated in the Order Documents. Our usual export basis is FOB Colombo where appropriate. CIF, DDP, air freight, courier or another arrangement applies only when expressly agreed.
Risk transfers in accordance with the agreed delivery term. Title to Goods transfers only after we receive full payment for those Goods, to the extent permitted by law. The Customer is responsible for import licences, customs clearance, duties and destination requirements unless the agreed delivery term or Order Documents expressly place that responsibility on us.
Where we arrange freight as an additional service, carriers, customs brokers and couriers remain independent third parties. We will exercise reasonable care in their selection and administration but transit remains subject to the agreed delivery term and the carrier's lawful conditions.
17 Inspection claims and remedies
The Customer should inspect delivered Goods promptly. To help us investigate, notice of an apparent shortage, damage or non-conformity should be given within 7 business days after delivery, with photographs, quantities and relevant records. A latent issue should be reported promptly after discovery. These notice periods do not remove rights that cannot lawfully be limited.
We may reasonably request samples or an opportunity to inspect before a remedy is determined. If Goods or Services do not comply with the Order, the available remedy may include correction, rework, replacement, resupply, a proportionate credit, refund or another remedy appropriate to the issue and required by law.
The Customer must not return Goods without written return instructions, except where the law gives it an independent right to do so. A minor issue affecting part of an Order does not justify rejection of conforming Goods, unless applicable law provides otherwise.
18 Consumer law and non-excludable rights
Australian Consumer Law and other mandatory laws may apply even where the Customer purchases for business use or Accrue is located outside Australia. Nothing in these Terms excludes, restricts or modifies a guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.
Where the law permits liability for a failure to comply with a statutory guarantee to be limited, our liability is limited, at our option, to replacing or repairing Goods, supplying equivalent Goods, paying the reasonable cost of doing so, resupplying Services or paying the reasonable cost of resupply.
19 Intellectual property
19.1 Customer Materials
The Customer retains ownership of its Customer Materials. It grants us and our approved suppliers a limited licence to use, reproduce and adapt those materials only as reasonably necessary to quote, develop, sample, manufacture, test, package and deliver the Order.
The Customer warrants that it owns or has permission to use the Customer Materials and that following its instructions will not infringe another person's rights or breach applicable law.
19.2 Accrue and supplier materials
We and our licensors retain ownership of the Website, our branding, processes, know-how, templates, standard blocks, methods, supplier information and materials developed independently of a Customer's Order. Customer-specific deliverables and any transfer or licence of rights are dealt with in the Order Documents. Unless the Order Documents state otherwise, payment for development does not transfer our pre-existing intellectual property or a supplier's proprietary know-how.
20 Confidentiality
Each party must protect the other party's non-public commercial, technical and creative information and use it only for the enquiry or Order. This obligation does not apply to information that is public other than through breach, was already lawfully known, is independently developed, is received lawfully from another source or must be disclosed by law.
A party required to disclose confidential information by law must, where lawful and practicable, give the other party advance notice. These confidentiality obligations continue for three years after the relevant enquiry or Order ends, while trade secrets remain protected for as long as they remain trade secrets.
21 Third party facilities and subcontracting
We may use approved partner facilities, material suppliers, testing laboratories, inspectors, freight providers and other subcontractors to perform an Order. We remain responsible to the Customer for the parts of the Order we have agreed to supply, subject to these Terms and the agreed delivery term.
We may change a proposed facility where reasonably necessary, but will obtain Customer approval first where the change materially affects price, timing, compliance, certification, quality controls or an expressly agreed source.
22 Liability
To the fullest extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity or loss of goodwill that was not reasonably foreseeable when the Order was formed. This exclusion does not apply where such liability cannot lawfully be excluded.
To the fullest extent permitted by law, each party's aggregate liability arising from an Order is limited to the amount paid or payable for the affected Goods and Services under that Order. The cap does not apply to fraud, wilful misconduct, gross negligence, death or personal injury, breach of confidentiality, infringement of the other party's intellectual property, the Customer's obligation to pay valid invoices, or liability that cannot lawfully be limited.
Each party must take reasonable steps to mitigate loss. Nothing in this clause makes either party liable for loss caused by the other party's act, omission, inaccurate information or failure to follow reasonable written instructions.
23 Limited indemnity
The Customer indemnifies Accrue against a third-party claim to the extent it results directly from Customer Materials infringing that third party's intellectual property rights or from an unlawful instruction given by the Customer. The indemnity does not apply to the extent the claim was caused or increased by our modification, negligence, breach or use outside the Order.
We must notify the Customer promptly of a covered claim, provide reasonable cooperation at the Customer's cost and allow the Customer reasonable control of the defence and settlement. The Customer must not agree to a settlement that admits fault by us or imposes a non-monetary obligation on us without our written consent.
24 Events outside reasonable control
Neither party is liable for delay or failure caused by an event outside its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, port closure, transport interruption, widespread utility failure, industrial action not confined to that party, or an unforeseen material supply interruption. Payment obligations for Goods or Services already supplied are not excused.
The affected party must notify the other promptly, explain the expected effect and take reasonable steps to mitigate it. If the event prevents a material part of an Order for more than 60 consecutive days, either party may cancel the unperformed part by written notice. We will refund any amount paid for the cancelled part after deducting completed work and reasonable, documented and non-recoverable commitments.
25 Privacy and newsletters
We handle personal information as described in our Privacy Policy at www.accrueapparel.com.au/privacy-policy. By submitting an enquiry, you authorise us to use the information to respond, assess requirements, prepare a quotation and administer any resulting relationship.
We send marketing newsletters only where consent or another lawful basis applies. A subscriber may unsubscribe using the link in a marketing message. Unsubscribing does not prevent necessary communications about an active enquiry or Order.
26 Website availability security and external links
We may maintain, update or temporarily suspend the Website. We do not guarantee uninterrupted availability or that the Website will always be free from harmful code, although we take reasonable security measures. You are responsible for maintaining appropriate device, browser and security protections.
Links to third-party websites are provided for convenience. We do not control or endorse their content, security or privacy practices and are not responsible for them, except to the extent required by law.
27 Suspension and termination of Website access
We may restrict or terminate access to the Website where reasonably necessary to protect security, prevent misuse, comply with law or respond to a material breach of these Terms. Where practicable, we will act proportionately and give notice. Clauses intended by their nature to continue will survive termination.
28 Disputes and governing law
A party claiming a dispute should give written notice describing the issue and requested outcome. Senior representatives must first try in good faith to resolve it within 20 business days. If unresolved, the parties will consider mediation by a mutually agreed mediator, conducted online or at another agreed location, with the mediator's fees shared equally.
These Terms and each Order are governed by the laws of Sri Lanka unless the applicable Order Documents expressly select another law. Subject to any mandatory rights or forum available under applicable law, the parties submit to the non-exclusive jurisdiction of the courts of Sri Lanka. Nothing prevents either party from seeking urgent interim relief or using a regulator, tribunal or statutory dispute process available to it.
29 Changes to these Terms
We may update the Website-related provisions of these Terms prospectively by publishing a revised version and effective date. The version available when you use the Website applies to that use. A change published after an Order is formed does not change that Order unless both parties agree in writing or the change is required by law.
30 General
The Order Documents and these Terms form the entire agreement for the relevant Order and replace earlier discussions about the same subject. Neither party relies on a statement not recorded in the agreement, except that this does not limit liability for fraud, misleading conduct or another matter that cannot lawfully be excluded.
Neither party may assign an Order without the other's written consent, which must not be unreasonably withheld, except as part of a genuine business restructure or sale where the assignee can perform the obligations and written notice is given. Our right to subcontract under clause 21 is not an assignment.
If a provision is invalid or unenforceable, it is to be read down to the minimum extent necessary or severed, and the remaining provisions continue. A delay in exercising a right is not a waiver. These Terms do not create a partnership, employment, franchise, agency or fiduciary relationship.
Headings assist navigation and do not affect interpretation. Including means including without limitation. A reference to writing includes email and an accepted electronic communication.
31 Contact
Questions, legal notices and complaints may be submitted through the contact page at www.accrueapparel.com.au/contact. Please include your name, business, contact details, relevant quotation or order reference and a clear description of the issue.