Terms & Conditions

1. Introduction

Welcome to ABRAYN International. These Terms & Conditions govern your access to and use of our website, including any inquiries, communications and business-related information submitted through it.

ABRAYN is a Pakistan-based B2B leather apparel sourcing and export intermediary that connects international buyers with independent manufacturers and suppliers. Depending on the agreed transaction, ABRAYN may coordinate product sourcing, quotations, sampling, customization, production, quality-control arrangements and export-related services.

By accessing our website or submitting a business inquiry, you agree to these Terms & Conditions to the extent applicable to your use of the website. Any actual purchase, manufacturing, sourcing or export transaction will be governed by its separately agreed commercial documents.

2. Business-to-Business Use

Our website and services are intended primarily for businesses, including importers, wholesalers, retailers, fashion brands, distributors and other commercial purchasers.

By submitting a business inquiry, you confirm that:

• You are acting for business or professional purposes.
• The information you provide is accurate and complete to the best of your knowledge.
• You have the authority to communicate on behalf of the business you represent, where applicable.

ABRAYN may request additional business information before proceeding with an inquiry or transaction.

3. Our Role and Services

ABRAYN acts as a sourcing and export intermediary and may coordinate with independent third-party manufacturers, suppliers, logistics providers, inspection agencies and other service providers.

Unless expressly agreed in writing, ABRAYN does not represent that it owns or operates the manufacturing facilities of its suppliers. The precise role of ABRAYN in any transaction, including whether it acts as a seller, sourcing agent, exporter or coordinator, will be specified in the relevant quotation, purchase order or written agreement.

Product availability, manufacturing capacity, lead times, materials and specifications are subject to confirmation by the relevant supplier and written agreement.

4. Product Information and Customization

Product photographs, descriptions, catalogue entries, sample images, designs and specifications on our website are provided for general reference and business inquiry purposes.

Actual products may vary according to the final approved specifications, materials, leather characteristics, production methods, lighting, photography and agreed tolerances.

Leather is a natural material. Variations in grain, texture, shade and surface characteristics may occur. Any acceptable variation should be agreed upon in the product specifications or order documents.

Custom orders will be based on specifications, samples, artwork, size charts, material details, colours, labels, packaging and other requirements agreed in writing by the parties.

No website image or general product description should be treated as a binding manufacturing specification unless expressly incorporated into the accepted order.

5. Inquiries, Quotations and Orders

Submitting an inquiry or requesting a quotation does not create a binding purchase contract or guarantee product availability.

Unless otherwise stated in writing:

• Quotations are subject to confirmation of specifications, quantities, production capacity, material availability and other relevant costs.
• A quotation is valid only for the period stated in it. If no validity period is stated, ABRAYN may reconfirm the quotation before accepting an order.
• Prices may be revised before order acceptance if there are material changes in specifications, quantities, raw-material costs, exchange rates, freight, taxes or other relevant commercial conditions.
• An order is accepted only when ABRAYN has provided written confirmation through an authorized representative and the agreed conditions for proceeding have been satisfied.

The accepted quotation, purchase order, pro forma invoice and any signed commercial agreement will define the specific transaction terms. Where these documents conflict, the parties should identify the controlling document expressly in writing.

6. Pricing, Currency and Taxes

Prices will be quoted in the currency stated in the applicable quotation, such as USD, EUR or PKR.

Unless expressly included in the quotation or agreed in writing, prices exclude applicable duties, import taxes, customs charges, destination handling, bank charges, currency-conversion charges and other costs not specifically identified as included.

Any applicable taxes, levies or statutory charges will be handled in accordance with the applicable law and the agreed transaction documents.

7. Payment Terms

Payment terms, including advance payments, milestone payments, balance payments, payment currency, bank charges and due dates, will be specified in the accepted quotation, pro forma invoice or separate agreement.

ABRAYN may defer the commencement of sampling, procurement, production or shipment until the agreed advance payment or other applicable conditions have been satisfied.

Where a payment is overdue, ABRAYN may, subject to applicable law and the agreed transaction documents, suspend further work or shipment after providing appropriate written notice.

Any bank transfer fees, intermediary bank deductions or currency-conversion costs will be allocated as stated in the transaction documents. Buyers should ensure that the amount received by the designated beneficiary satisfies the agreed payment obligation.

8. Samples and Development

Where samples are required, their price, development charges, shipping costs, specifications and estimated delivery period will be agreed separately.

A sample approval should be documented in writing, including any agreed amendments. Approval of a sample does not waive agreed production specifications or applicable legal rights relating to the bulk order.

Development costs, sample charges and other expenses already incurred for custom work may be non-refundable to the extent clearly agreed in writing and permitted by applicable law.

9. Changes, Cancellations and Refunds

Any request to modify or cancel an accepted order must be submitted in writing.

ABRAYN will review such requests in light of the production stage, supplier commitments, materials procured, work completed and costs incurred. Changes or cancellations are subject to written agreement between the parties.

Where an order is cancelled, the parties will reconcile payments against completed work, committed costs, recoverable materials and any applicable contractual or statutory refund obligations. ABRAYN will not retain amounts that it is legally required to refund.

No cancellation, deduction, refund or credit will be treated as agreed unless confirmed in writing or required by applicable law.

10. Production and Delivery Timelines

Any sampling, production, inspection or delivery timelines communicated by ABRAYN are estimates unless a firm deadline is expressly agreed in writing.

Timelines may be affected by material availability, sample approvals, changes to specifications, supplier capacity, payment delays, customs procedures, logistics disruptions and events beyond reasonable control.

ABRAYN will communicate material delays that come to its attention and coordinate with relevant parties to identify reasonable next steps.

A delay does not automatically entitle either party to cancel an order or claim compensation unless the applicable transaction documents or law provide otherwise.

11. Shipping, Incoterms and Transfer of Risk

The applicable shipping arrangement, delivery location, freight responsibility, insurance responsibility and transfer of risk will be stated in the accepted commercial documents.

Where Incoterms are used, the specific rule and named place or port must be identified, for example, FOB [named port], Incoterms® 2020.

The responsibilities of ABRAYN and the buyer for export clearance, import clearance, transportation, insurance, delivery and risk transfer will be determined by the agreed Incoterm and the relevant contract.

Any estimated shipping dates or transit times are not guaranteed unless expressly agreed in writing.

12. Inspection and Product Quality

Product specifications, inspection arrangements, acceptable tolerances, defect classifications, inspection stages and acceptance procedures should be documented in the applicable order.

Where an inspection is agreed, the inspection method, location, timing, sampling plan and cost allocation will be specified in writing.

If a buyer identifies a potential non-conformity, the buyer should notify ABRAYN in writing promptly and provide relevant evidence, such as photographs, inspection reports, affected quantities, batch details and a description of the issue.

The parties will review the evidence and agree on appropriate corrective action, where warranted, under the transaction documents and applicable law.

Nothing in these Terms excludes mandatory legal rights or remedies that cannot lawfully be excluded.

13. Buyer Responsibilities

The buyer is responsible for:

• Providing accurate product specifications, artwork, sizing information, labels and packaging requirements.
• Reviewing and approving samples, artwork and specifications within agreed timelines.
• Making payments in accordance with the accepted transaction documents.
• Providing accurate consignee, delivery, import and customs information.
• Obtaining any buyer-side permits, registrations, import approvals or regulatory clearances required for the destination market, unless otherwise agreed in writing.
• Ensuring that any trademarks, logos, designs or other materials provided to ABRAYN may lawfully be used for the requested purpose.

The buyer should communicate any destination-market product compliance, labelling or testing requirements before order acceptance.

14. Intellectual Property

All intellectual property rights in ABRAYN's original website content, branding, logos, text, graphics and materials remain with ABRAYN or the relevant rights holder.

No part of the website may be copied, republished, distributed, commercially exploited or modified without prior permission, except where permitted by law.

Buyers retain ownership of their own intellectual property, subject to any separate agreements. By submitting designs, logos, artwork, specifications or other materials, the buyer grants ABRAYN permission to use them only as reasonably necessary to assess, quote, coordinate, manufacture or fulfil the relevant inquiry or accepted order.

The buyer is responsible for ensuring that submitted materials do not infringe third-party rights and will notify ABRAYN of any relevant restrictions.

ABRAYN will take reasonable steps to handle buyer-provided confidential designs and materials in accordance with any applicable confidentiality agreement or written commitments.

15. Confidentiality

Each party may receive non-public commercial information from the other, including prices, designs, technical specifications, supplier information and business plans.

Where information is identified as confidential, or should reasonably be understood to be confidential, the receiving party should use it only for the purpose for which it was disclosed and take reasonable steps to prevent unauthorized disclosure.

Confidential information may be shared with employees, professional advisers, manufacturers or service providers who need it for the relevant business purpose, provided appropriate confidentiality obligations or safeguards are applied.

Confidentiality obligations do not generally apply to information that is publicly available through no breach, was lawfully known before disclosure, is independently developed or must be disclosed by law. Where legally permitted, the disclosing party should be notified of compulsory disclosure.

A separate non-disclosure or non-circumvention agreement may apply where signed by the parties.

16. Third-Party Suppliers and Service Providers

ABRAYN may coordinate with independent manufacturers, logistics providers, inspection agencies, payment providers and other third parties to support a transaction.

The relevant transaction documents will specify which party is responsible for each obligation and whether ABRAYN is acting as principal, agent or coordinator.

ABRAYN will not make unsupported representations about third-party facilities, certifications, capabilities or performance. Any supplier-specific claims should be confirmed before being relied upon.

17. Limitation of Liability

To the extent permitted by applicable law, neither party will be liable to the other for indirect or consequential losses, including loss of anticipated profits, business opportunities, goodwill or expected savings, except where such losses arise from liability that cannot lawfully be excluded or limited.

For a specific accepted order, and subject to applicable law, the parties may agree in the relevant transaction documents on a reasonable aggregate liability cap that reflects the order value, allocated responsibilities and relevant risks.

Unless separately agreed in writing, nothing in these website Terms establishes a universal liability cap for all transactions.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury where exclusion is prohibited, or any other liability that cannot lawfully be excluded or limited.

18. Force Majeure

Neither party will be treated as in breach to the extent that performance is prevented or materially delayed by events beyond its reasonable control, such as natural disasters, war, civil unrest, epidemics, government restrictions, port closures, major transportation disruptions, widespread utility failures or other comparable events.

The affected party should notify the other party within a reasonable period, explain the impact where known, and take reasonable steps to mitigate the effects.

If a force majeure event continues for a substantial period, the parties will discuss reasonable alternatives, which may include revised timelines, partial performance or termination in accordance with the applicable contract and law.

19. Website Availability and Information

ABRAYN aims to keep its website information reasonably accurate and available. However, website content may be updated, corrected or removed without prior notice.

We do not guarantee uninterrupted website availability or that all information will always be free from errors. Website information is general in nature and should not replace written confirmation of product specifications, prices, availability or transaction terms.

20. Acceptable Use

You must not use our website to:

• Submit fraudulent, misleading, unlawful or unauthorized information.
• Infringe intellectual property or confidentiality rights.
• Attempt to compromise website security, disrupt service or gain unauthorized access.
• Upload malicious code or use the website for unlawful activities.
• Misrepresent your identity, business or authority.

ABRAYN may restrict access to the website or decline to process an inquiry where there are reasonable grounds to suspect abuse, fraud, unlawful conduct or a security risk, subject to applicable law.

21. Privacy

Personal information submitted through the website will be handled in accordance with our Privacy Policy.

The Privacy Policy explains what information we collect, how we use it, when we share it, how long we retain it and how you can contact us regarding your information.

22. Governing Law and Disputes

These website Terms are intended to be governed by the laws of Pakistan, subject to applicable mandatory laws and any specific governing-law provision agreed in a separate transaction contract.

The parties should first attempt to resolve disputes through good-faith business discussions. If a dispute cannot be resolved informally, the applicable transaction documents and relevant law will determine the appropriate dispute-resolution process and forum.

Nothing in this section removes any mandatory rights or jurisdictional protections that apply under law.

23. Amendments

ABRAYN may update these website Terms from time to time. The revised version will be published on this website with an updated effective date.

Changes to these website Terms will not automatically amend an already accepted commercial agreement unless the parties expressly agree to that change or applicable law provides otherwise.

24. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

25. Contact

For questions about these Terms & Conditions, please contact:

ABRAYN International
Email: sales@abrayn.com
Website: https://abrayn.com