Terms & Conditions: B2B Partners

Master Service Agreement | Technical Production & Manufacturing

LS Custom Manufacture LLC (DBA Lafrance Studio) Florida Certified Business Enterprise (CBE)

This Master Service Agreement (“Agreement”) governs the technical production, digital pattern engineering, and industrial manufacturing services provided by LS Custom Manufacture LLC (“Service Provider”) to the contracting entity (“Client”).

Scope of Technical Services

• Service Orders: Specific deliverables, timelines, and quantities will be defined in individual Service Orders or Estimates.
• Technical Specifications: Client is responsible for providing all initial design specifications. Service Provider will translate these into industrial-grade technical packages or digital TukaCAD assets as required.
• Revision Limits: Quotes include up to two (2) rounds of technical revisions. Significant changes to the scope of work after production has commenced will require a Change Order and adjusted billing.

Digital Assets & Intellectual Property

• Technical IP: All digital patterns, grading logic, markers, and proprietary construction methods developed by Service Provider remain the property of LS Custom Manufacture LLC unless a dedicated “Transfer of Work Product” fee is settled.
• Client Assets: All physical materials, specialized hardware, or proprietary brand markers provided by the Client remain the Client’s property.

Production & Quality Control

• Tolerances: In accordance with industrial textile standards, a variance of +/- 0.5 inches on finished garment measurements is considered within professional tolerance.
• Material Performance: Service Provider is not liable for the failure of client-provided textiles or components (shrinkage, color bleeding, or structural failure of sub-standard materials).
• Final Acceptance: Client has seven (7) business days from receipt of delivery to report any manufacturing defects. After this period, the shipment is deemed “Accepted” in full.

Financial Terms

• Payment Schedule: For B2B contracts, a 50% mobilization deposit is required to initiate the project. The remaining balance is due Net 15 or upon delivery, as specified in the Service Order.
• QuickBooks Integration: All payments are processed via QuickBooks. If a pre-payment has been settled via the separate QuickBooks portal, the “Deposit” field on the final invoice may reflect $0.00 to prevent accounting duplication.
• Late Fees: Outstanding balances beyond the agreed term are subject to a 1.5% monthly finance charge.

Institutional & Government Compliance

• CBE Status: LS Custom Manufacture LLC maintains active status as a Florida Certified Business Enterprise. We provide all necessary documentation for diversity procurement tracking upon request.
• Confidentiality: Both parties agree to protect proprietary “Trade Secrets,” including construction methods and future collection concepts.

Limitation of Liability & Termination

• Force Majeure: Service Provider is not liable for delays caused by global supply chain disruptions, textile shortages, or carrier failures.
• Liability Cap: The total liability of LS Custom Manufacture LLC for any claim arising out of this agreement shall not exceed the total amount paid by the Client for the specific Service Order in question.
• Termination: Either party may terminate a project with 30 days’ written notice. Client remains responsible for all labor and materials incurred up to the date of termination.

Standard of Excellence

All work is performed using industrial-grade machinery and TukaCAD digital engineering to ensure professional-scale repeatability.