DIGIT PATTERN SERVICES, LLC

STANDARD PRODUCTION & PATTERNMAKING TERMS & CONDITIONS

(Applicable to all Estimates, Invoices, Patternmaking, Sample Making, Marker Plotting & Production Orders)

1. Collaborative Development Partnership & Finality of Sales

Digit Pattern Services, LLC ("Digit") operates as a collaborative product development, patternmaking, sample making,marker plotting, and manufacturing partner rather than a commercial goods supplier. The predominant purpose of this agreement is the provision of custom technical patternmaking, sample making, marker plotting, cutting, and sewing labor executed to the Customer’s specifications. Due to this bespoke, collaborative process, sales of all goods and services are final, and no returns or refunds are permitted, except for authorized adjustments under Sections 5 and 6.

2. Non-Binding Estimates, Payment Schedule, Late Fees & Storage Lien

  • Estimates & Scope Thresholds: All Estimates and rate quotes are non-binding and subject to adjustment based on actual material behavior, construction complexity, and labor requirements discovered during development or production. However, if unforeseen complexities or material behaviors require labor that will exceed the estimated total by more than fifteen percent (15%), Digit will pause work and notify the Customer in writing to secure approval before incurring additional charges.

  • 50% Deposit & Final Balance: A 50% deposit of the estimated total is required prior to scheduling or commencing work. This deposit is applied toward final project costs or toward cancellation liabilities under Section 4. The remaining 50% balance (plus approved overages, revisions, and shipping/handling) must be paid in full prior to the delivery or release of any physical goods, raw production materials, samples, markers, or digital files.

  • Late Fees: For invoices not paid by their specified due date, Digit reserves the right to apply a late fee of 1.5% per 30-day period (18% APR, or the maximum rate permitted by Illinois law, whichever is less) on the unpaid balance.

  • Storage Fees & Abandonment Lien: Finished goods and samples must be paid for and cleared for shipment or pickup upon completion. For any completed orders remaining at Digit's studio more than 30 days past the final invoice date, following written notice and a 10-day grace period, Digit reserves the right to apply ongoing storage fees at a rate of 15.00/day(75.00/week) per garment rack or standard box, or 25.00/day(125.00/week) per pallet. Pursuant to the Illinois Labor and Storage Lien Act (770 ILCS 45/), Digit retains a possessory artisan's lien on all Customer materials, patterns, markers, and goods until all balances, late fees, and assessed storage fees are paid in full. Goods unpaid and unclaimed for more than ninety (90) calendar days after final invoice notice are deemed legally abandoned and may be sold, liquidated, or disposed of by Digit without liability.

3. Production Timeline, Material Readiness & Mid-Production Team Delays

  • Turnaround & Material Readiness: All production orders require a minimum six (6) week turnaround time,regardless of order size. The timeline does not begin until 100% of required fabrics, trims, notions, components, approved patterns, and technical specifications are physically verified at Digit's studio and the 50% deposit has cleared. Any delay in Customer-supplied materials causes a corresponding delivery delay,forfeits the order's dedicated queue slot, and voids any originally agreed-upon deadlines.

  • Mid-Production Team Disruption & Standby Fees: Once production has commenced, if an active order is stalled or delayed mid-production due to a lack of client feedback, approvals, required components, or communication exceeding three (3) business days—requiring studio staff to halt work and reallocate team resources—Digit reserves the right to apply a team standby and disruption fee of $250.00 per calendar dayto compensate for locked studio capacity, halted production lines, and workforce reallocation.

4. Quality Control, Order Pauses & Cancellation Policies

  • Digit's Right to Pause or Cancel: Digit reserves the sole right to immediately pause or cancel any project,sample run, or production order if unforeseen technical issues, fabric/material defects, or design flaws are discovered that would compromise the quality or structural integrity of the final product. If Digit elects to cancel an order, all costs incurred up until that point—calculated at an hourly rate of $125.00/hr plus non-returnable supplies—will be deducted from the Customer's initial deposit, and any remaining deposit balance will be returned to the Customer.

  • Customer Cancellation & Deposit Refund Policy: All Customer requests to cancel a project or production order must be submitted to Digit in writing (via email or formal written notice) and are effective upon receipt by Digit. Verbal cancellation requests are not valid or binding. The 50% deposit is refundable minus all costs incurred by Digit up to the date and time the written cancellation is received. All incurred labor will be billed at an hourly rate of $125.00/hr, alongside any non-returnable materials, supplies, and setup costs incurred.If incurred costs exceed the 50% deposit, the Customer remains responsible for the balance; if the deposit exceeds incurred costs, any remaining deposit balance will be refunded to the Customer. Work and associated charges will continue to accrue until formal written notice is received.

5. Shipping, 30-Day Inspection Window & Exclusive Remedy

Customer is solely responsible for all inbound and outbound shipping, freight, insurance, and handling costs, with risk of loss transferring to Customer upon carrier handoff (F.O.B. Digit Studio, Chicago, IL). Customer has thirty (30) calendar days from carrier delivery receipt to inspect physical goods and samples and report manufacturing defects in writing. If reported within 30 days and Digit agrees in writing prior to return shipment that items qualify for repair/adjustment, Customer must return the items within that 30-day window. Under 810 ILCS 5/2-607 & 2-719,authorized repair or adjustment is Customer's sole and exclusive remedy. Claims after 30 days or unauthorized returns will not be accepted.

6. Sample Making, Production Markers, Digital Files & Production Management Specifics

  • Payment Prerequisite for File, Pattern & Marker Release: All physical patterns, graded nests, plotted production markers, physical samples, and digital CAD/pattern files remain the property of Digit and will only be delivered or transmitted upon receipt of 100% payment in full.

  • Sample Making & Fit Approval: Physical samples are produced as development prototypes to verify fit,balance, and construction. The Customer is solely responsible for inspecting, testing, and approving sample fit and specifications prior to authorizing production markers or bulk manufacturing.

  • Digital File & Marker Corrections vs. Out-of-Scope Modifications: Digit will remedy verifiable technical,grading, marker plotting, or drafting errors made by Digit free of charge, provided Customer notifies Digit in writing within fourteen (14) calendar days of delivery. Any modifications, design changes, fit adjustments,fabric swaps, marker adjustments, or grading changes requested by the Customer beyond the original written scope of the project will be billed to the Customer at the applicable project hourly rate agreed upon for the project.

  • Production Management & Final Product Outcome: Digit provides patternmaking, sample making, marker plotting, and production management services strictly to aid the Customer's product development and manufacturing process. The Customer is solely responsible for testing, sampling, and approving fit and specifications prior to bulk production, and assumes full responsibility for the commercial suitability, fit, and final outcome of all finished products (whether produced in-house by Digit or by third-party manufacturers using Digit's patterns and markers).

7. Governing Law, Cook County Venue & Collection Costs

Governed by the laws of the State of Illinois, with exclusive jurisdiction and venue in the state or federal courts of Cook County, Illinois. Customer agrees to reimburse Digit for all reasonable attorney’s fees, court costs, and collection agency expenses incurred in enforcing these terms or collecting overdue balances. Electronic signatures executed via approved e-signature platforms carry full legal effect under 815 ILCS 333/.

8. Conspicuous UCC Warranty Disclaimer & Limitation of Liability

EXCEPT FOR THE EXPRESS CORRECTION AND ADJUSTMENT REMEDIES IN SECTIONS 5 AND 6, ALL SERVICES, DIGITAL FILES, SAMPLES, MARKERS, PATTERNS, AND GOODS ARE PROVIDED "AS IS." PURSUANT TO 810 ILCS 5/2-316, DIGIT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DIGIT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, LOST RETAIL SALES, THIRD-PARTY FACTORY ERRORS, OR INHERENT FABRIC FLAWS). DIGIT'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE LABOR FEES ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC ORDER AT ISSUE.