What Should a Linen Manufacturing Contract Include?

The Ten Clauses at a Glance

What Each Clause Should Actually Say

Specificity is the difference between a contract and a wish list. The paragraphs below give the minimum content for each clause, using normal practice in custom linen apparel produced in China. Figures should be adjusted to the program, but the structure should stay.

Parties, scope and production site

The contract should identify the seller and buyer by legal name, not by trading name or email handle. It should state the factory address where cutting, sewing, finishing and packing take place, and whether any process is performed elsewhere. Scope should list the styles covered, the service model, and the Incoterm with its named place. If the brand supplies the design, say so; if the factory contributes patterns, say who owns them. A short order-of-precedence clause should establish what wins when documents conflict: the contract, then the signed purchase order, then the approved sample, then the tech pack.

• Legal names: the entity that signs, its registration details and the authorised signatory.
• Production site: the actual factory address, not only the sales office.
• Scope: styles, service model, Incoterm and named place.
• Precedence: contract, purchase order, approved sample, tech pack.

Specification and tolerances

Attach or reference a versioned tech pack. State the fibre content and origin, the fabric article number, the construction, the weight in grams per square metre with a tolerance, the colour standard and the lighting used to judge it, the maximum shrinkage after a defined wash, the measurement chart with per-point tolerances, and the exact trims, labels and packaging. A weight tolerance of plus or minus 5% is common. First-wash shrinkage of 3-7% is normal for linen, so the contract should set a cap rather than pretend the fabric will not move. Colour should be tied to an approved lab dip and a limit on lot-to-lot variation. Measurement tolerances of around plus or minus 1 cm on key points are typical, with tighter control on critical points such as chest and waist.

1. Fibre content and origin, for example 100% European flax.
2. Fabric article number, construction and weight in gsm with a stated tolerance.
3. Colour reference, approved lab dip and the lighting condition for judging shade.
4. Maximum shrinkage after a defined wash cycle, plus the allowance built into the pattern.
5. Measurement chart with per-point tolerances and a list of critical points.
6. Trims, labels, care content, origin marking and packaging specification.

Sealed sample and approval record

Define the sample sequence: development sample, size set, pre-production sample in bulk fabric and trims. State the approval window in business days, what counts as a comment, and what happens if the buyer stays silent. Silence should not equal approval unless both sides expressly agree. Limit the number of revision rounds included in the sampling fee and price any extra round. The approved sample should be signed, dated and retained by both parties, and photographed from every angle. Sampling usually takes 7-12 days per round, so a two-round process should be built into the calendar rather than treated as a delay.

Price, cost basis and adjustment

Record the unit price by style and size, the MOQ tier it assumes, the currency, and what is included and excluded. In linen apparel, fabric commonly accounts for 30-45% of unit cost and labour 25-35%, so the fabric specification drives price more than most buyers expect. If the contract allows a price review, define the trigger, the reference index, the minimum movement, the notice period and whether decreases pass through too. State how long the quotation is valid, often 30-60 days, and what happens if the buyer has not placed the order by then. Avoid open-ended wording such as "subject to raw material fluctuation" without a cap.

Payment terms and deposit

State the deposit percentage and the event that triggers it, the balance trigger, the accepted methods and who pays bank charges. A 30% deposit with 70% before shipment is common; an inspection-linked balance is stronger for a first order but needs tight scheduling. Define whether the deposit is refundable if sampling fails for the factory's reasons, how multiple open orders are allocated, and whether the buyer may set off a disputed amount against a later invoice. For larger orders, a letter of credit may be appropriate, but the documentary requirements should be agreed before the LC is issued.

Lead time and delay remedies

Production does not start on the purchase order date. It starts when the deposit has cleared, the pre-production sample is approved, and all trims and labels are at the factory. Write those preconditions, then give a bulk window, commonly 25-35 days after approval, with 35-60 days for a first order that includes fabric sourcing and multiple sample rounds. Name the ship date and the delivery place, and define the remedy for lateness: a credit of around 0.5% per week capped at 5%, or a contribution to air freight, or a cancellation right after a long stop. Require early notice so the buyer can rebook freight or rephase a launch. For a detailed timeline, see this guide to linen clothing lead times.

Quality standard and acceptance

Name the standard, the sampling plan and the decision rule. AQL 2.5 for major defects is widely used, with a tighter limit for critical defects and a looser one for minor issues. Define critical, major and minor in linen terms: open seams, shaded panels, skipped stitches, broken buttons, unravelling overlocking and shrinkage outside the limit are defects; slubs and slight irregularity in the yarn are often characteristic of the fibre and should be classified as acceptable variation. Allow the buyer or a third party to inspect before shipment, give the factory a defined rework window, and state the remedy if the lot fails: rework, replacement, price adjustment or rejection. Say who pays for a re-inspection. The inspection method is explained in this guide to AQL inspection for linen garments.

Subcontracting, traceability and compliance

Require prior written approval before any subcontracting, name the approved subcontractors by process, and keep the main factory responsible for their work. Ask for certificate evidence with a document number, scope, holder, issuing body and expiry, and verify that the scope covers the site and materials used. Common evidence includes ISO 9001, OEKO-TEX Standard 100 and SEDEX membership, but the certificate must match the entity and the production site. Add a chemical compliance warranty for the destination market, a traceability requirement at fabric lot and dye lot level, and a notification duty if the site, ownership, certification or key subcontractor changes.

Intellectual property, confidentiality and exclusivity

List what the brand owns: artwork, prints, patterns, labels, photography and copy. State when ownership transfers, restrict the factory to using those materials only for the buyer's orders, and require return or destruction at the end of the relationship. Confidentiality should cover pricing, volumes, launch dates and customer lists as well as designs, with a term of three to five years and standard carve-outs. Exclusivity should be defined by style, channel, territory and duration, and priced through MOQ, a development fee or a minimum annual volume. An open-ended promise that the factory will not make "similar" styles is difficult to police and usually not worth the paper it is printed on.

Change management, force majeure and disputes

Changes should become binding only through a written change order that states the effect on price and delivery before work proceeds. Set a quantity tolerance, commonly plus or minus 5%, and say whether the buyer must accept the overage and at what price. Force majeure should be a specific list with a notice period, a mitigation duty and a termination right if the event continues beyond 30-60 days. For disputes, require a senior escalation step within 15-30 days, then a named forum. "Arbitration in China" is not enough; name the institution, seat, language and number of arbitrators. Consider expert determination for narrow technical questions such as whether a fabric meets the agreed shrinkage limit.

How to Paper the Agreement in Six Steps

Minimum Wording and Common Gaps

Pre-Signature Checklist

Documents to Attach

Prepared by Linenwind, a B2B linen clothing manufacturer in Dongguan, China. Commercial guidance only; not legal advice. Program figures reference standard practice for custom linen apparel and should be confirmed in writing for each order.