An OEM eyewear order is decided twice: once when the price is agreed, and again when the terms are written. The second decision is where brands lose money and designs, because the clauses that matter most — tooling ownership, defect handling, confidentiality — are the ones most often left to a handshake. This article sets out the six clauses to fix in writing before a purchase order is placed.

MOQ: per model, per colour, and per order

Minimum order quantity is three different numbers that are easy to conflate:

The trap is quoting "MOQ 300" without saying which. A supplier's "300" is often per colour; a buyer hearing it as per order plans a 300-unit launch across six colours and is told the real minimum is 1,800. Write all three numbers, or the order is built on a misunderstanding.

Payment structures and why they correlate with risk

The payment schedule is the clearest signal of who carries risk:

·      100% in advance— all risk on the buyer; rare except with tiny, trusted runs.

·      30% deposit / 70% before shipment— common; balances risk, but the buyer pays before seeing goods.

·      30% deposit / 70% against bill of lading— buyer retains leverage until goods are on the water.

·      Deposit plus a final balance after inspection— best protection, where the supplier agrees to pre-shipment QC.

None is "correct"; each matches a relationship stage. A first order with a new supplier rarely justifies 100% advance, and a long-established relationship may not need balance-against-BL. The clause to avoid is an unstructured one — "we'll sort payment later" becomes a dispute the moment something goes wrong.

Lead time clauses that actually mean something

"Lead time 45 days" is meaningless without a start point. The clause should state:

1.      Start trigger— deposit received, or approved sample, or confirmed artwork pack.

2.      What is included— production only, or production plus pre-shipment inspection and packing.

3.      Force majeure and notice— how a delay is communicated and within what window.

4.      Late-delivery remedy— a defined consequence, not an apology.

A lead time that starts at "approved sample" but omits when the sample is due is circular. Pin the trigger, and the number becomes enforceable.

Who owns the tooling: the clause most people forget

This is the clause that decides whether your shape can appear at a competitor. Paying a development fee does not, by itself, make you the owner. The agreement should state:

·      Ownership— you own the tool, or you licence it exclusively.

·      Storage and retrieval— where it is kept and that you may collect it if the relationship ends.

·      Exclusivity— territory and period; without this, a paid tool can still be used for others.

·      Use fee after expiry— what happens to exclusivity if volume commitments are missed.

Defect handling and compensation, put in numbers

"We guarantee quality" is not a clause. A workable defect clause states an AQL, a definition of critical/major/minor defects, and the remedy:

The point is to convert "quality problem" from a feeling into a procedure. When the remedy is pre-agreed, a failed batch is a logistics event, not a negotiation.

Protecting your design: confidentiality and exclusivity

For a brand whose shape is its asset, two documents sit alongside the PO:

·      Non-disclosure / confidentiality agreement— covers drawings, specs and the existence of the product before launch.

·      Exclusivity or non-compete (limited)— prevents the supplier from selling the same shape to named competitors for a defined period.

Note the limits: a broad "you can't make frames for anyone" is unenforceable and will be rejected; a narrow "you won't produce model X for company Y for 12 months" is both enforceable and realistic. Scope the protection to the actual differentiator.

A PO-remark template you can copy

The block below collects the clauses above into a form the factory can countersign:

Frequently asked questions

Is a 30/70 deposit-balance split standard?

It is common, but "70% before shipment" and "70% against BL" are very different in risk. Specify which, because the difference is who holds leverage at sailing.

Can I get exclusivity without owning the tool?

Yes — exclusivity and ownership are separate. You can licence a tool exclusively without owning it, provided the agreement states the territory and period.

What makes a defect "critical"?

Whatever you define it as: typically anything that makes the product unsafe or unsellable, such as a sharp edge, lens retention failure, or a chemical-limit breach. Define it; do not assume it is understood.

Should confidentiality be a separate document?

Yes. Embedding it in the PO dilutes it; a standalone NDA is clearer to enforce and survives beyond the single order.

What if the supplier rejects the exclusivity clause?

Then the shape is not truly yours to protect, and you should weigh whether the open mould route (lower cost, no exclusivity) is the honest choice instead.