SUPPLY TERMS AND CONDITIONS

CLAUSE

Interpretation
Supply of the Products and Orders
Manufacture, quality and packing
Sample sending method
CE/CA standard supplier responsibilities
Delivery
Liquidated damages
Acceptance and defective products
Product prices
Terms of payment
Product recall
Compliance with laws and policies
Indemnity
Confidentiality
Commencement and term
Obligations on termination
Consequences of termination
Force majeure
Costs
Variation
Governing law

BACKGROUND

The Supplier carries on the business of selling the Products.
The Customer, Feridax (1957) Limited, Park Lane, Halesowen, West Midlands, B63 2NT, wishes to buy, and the Supplier wishes to supply, the Products on these terms and conditions.

AGREED TERMS

1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Terms and Conditions.

“Affected Party”	has the meaning given in clause 18.2.
“Business Day”	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Commencement Date”	From date shown within the Order submitted to Supplier.
“Confidential Information”	has the meaning given in clause 14.1.
“Delivery”	completion of delivery of an Order in accordance with these Terms and Conditions.
“Delivery Date”	the date specified for ‘shipped on board’ of an Order in accordance with clause 2.3.3.
“Delivery Location”	the location specified for delivery of an Order in accordance with clause 2.3.3.
“Force Majeure Event”	has the meaning given in clause 18.1.
“Group”	in relation to a company, that company, any Subsidiary or holding company from time to time of that company and any Subsidiary from time to time of a holding company of that company.
“Holding company”	has the meaning given in clause 1.5.
“Intellectual Property Rights”	patents, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order”	an order for Products submitted by the Customer.
“Order Number”	the reference number to be applied to an Order by the Supplier in accordance with clause 2.4.
“Products”“Prototypes”	Products ordered by and supplied to the Customer.a trial Product used for evaluation of Suppliers quality, material selection, fit and manufactured to Specification.
“Product Prices”	the prices of the Products as determined in accordance with the Order submitted to the Supplier.
“Representatives”	has the meaning given in clause 14.2.
“Specification”	the specification of the Products set out in signed Specification Sheets / Tech Files.
“Subsidiary”	has the meaning given in clause 1.5.
“VAT”	value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
“Warranty”	the Warranty referred to in clause 3.1.3.
“Warranty Period”	unless otherwise specified in an Order, the period commencing upon delivery of the applicable Product to the Customer and expiring 6 years after the date that the Product is subsequently sold by the Customer.
“Year”	1 January to the following 31 December.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 The Schedules form part of these Terms and Conditions and shall have effect as if set out in full in the body of these Terms and Conditions and any reference to these Terms and Conditions includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a Subsidiary means a holding company or a Subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.

1.7 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall also include all subordinate legislation made from time to time under that statute or statutory provision.

1.9 Any obligation in these Terms and Conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Supply Of The Products And Orders

2.1 The Supplier shall supply, and the Customer shall purchase, such quantities of Products as the Customer may order under clause 2.2 in accordance with these Terms and Conditions.

2.2 From time to time, the Customer may place Orders for the Products and the Supplier shall supply such Products in accordance with the Customer’s Order.

2.3 Each Order shall:

2.3.1 Be given in writing;

2.3.2 Specify the type and quantity of Products ordered; and

2.3.3 Specify the Delivery Date on or by which the Products ordered are to be Shipped on Board, and the Delivery Location.

2.4 The Supplier shall assign an Order Number to each Order received from the Customer and notify such Order Numbers to the Customer. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.

2.5 The Customer may at any time prior to despatch of the Products amend or cancel an Order by written notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under these Terms and Conditions shall have no liability to the Supplier in respect of it.

2.6 The Supplier shall confirm in writing the agreed delivery date.

3. Manufacture, Quality And Packing

3.1 Products supplied to the Customer by the Supplier under these Terms and Conditions shall:

3.1.1 Conform to the Specification, including any Design Pack and Sample Comments Pack;

3.1.2 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer;

3.1.3 Confirm to Warranty; that is free from any defects in design, material and workmanship and remain so for the duration of the Warranty Period; and

3.1.4 Be subject to an inline quality inspection by the Customers nominated Quality Assurance partner to ensure Product conforms to the Specification. It is the responsibility of the Supplier to liaise directly with the Customers nominated Quality Assurance partner to arrange inline inspection, where inspection must be completed before Gold Seal shipment.

3.1.5 Customers nominated Quality Assurance Partner to be shared when Order is submitted to Supplier, if required.

3.1.6 Comply with all applicable statutory and regulatory requirements including but not limited to those set out in clause 5.

3.2 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.

3.3 The Supplier shall ensure that the Products are properly labelled with the specified tags and barcodes, and include hangers where agreed. Failure to adhere to this results in a £75 administration fee.

3.4 The Supplier shall obtain and maintain in force all licences, certificates, permissions, authorisations, consents and permits needed to manufacture (where applicable) and supply the Products in accordance with these Terms and Conditions.

3.5 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments and all generally accepted and applicable industry standards relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Products.

3.6 The Customer and/or Customers nominated partner(s) shall have the right to enter the Supplier’s premises to inspect and take samples of the raw materials, the packaging and the Products.

3.7 Product inspections carried out pursuant to clause 3.6 shall be carried out during business hours on reasonable notice to the Supplier.

3.8 If following an inspection the Customer reasonably considers that the Products are not or are not likely to be as warranted under clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 3.1. The Customer shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions.

3.9 The supplier must ensure sampling process is strictly followed, pre-production samples are submitted and approvals received from the customer prior to production, if required. No further changes to Product specifications can be made without prior written approval from the Customer.

3.10 The supplier must send shipment sample and final inspection report(s) for the Customer’s approval prior to shipment.

4. Sample Sending Method

The following steps are to be followed for processing and sending samples:

4.1 When sending samples do not use the word “sample” on any document.

4.2 Ensure the word “Product” is stated clearly on all documents related to samples.

4.3 All “Product” items must be shipped with the correct documentation and value invoice.

4.4 A Commercial Invoice is to be submitted Prior to any shipment.

5. CE / CA Standard Supplier Responsibility

If required:

5.1 For all CE/CA required Orders it is the supplier’s responsibility to ensure all materials and finished products adhere to the PPE Regulation (EU) 2016/425 and it is the supplier’s responsibility to ensure all specimens submitted for CE/CA tests are produced to CE/CA standard as per the PPE Regulation (EU) 2016/425.

5.2 Supplier will test in advance any materials proposed for CE/CA testing level(s), this could be for example but not limiting to:

Chemical Testing

Durability Wash Testing

Abrasion Resistance

Tear Resistance

5.3 Supplier must follow the agreed option of CE/CA terms; Supplier is responsible to produce item(s) to CE/CA standard and provide applicable TTI reports to the customer, at the Suppliers cost.

5.4 Customers name will be shown on the CE/CA certificate. Suppliers name shown only as the manufacturer.

Supplier must ensure all CE/CA test specimens and documentation are submitted to the test house in a timely manner to not impact on the confirmed delivery date(s).

Costs for CE/CA retesting due to failed test result is the supplier’s liability, therefore supplier must bear all retest costs where applicable.

Supplier must be able to produce relevant test documentation from ISO/IEC 17025:2005 Accredited body where relevant.

Supplier must ensure all CE/CA certified product has the relevant CE/CA labelling attached.

6. Delivery

6.1 The Supplier shall make arrangements in advance, directly with the Customers nominated Quality Assurance partner, to arrange final quality inspection, if requested, on Products due for Shipment. Supplier must ensure final quality inspection is completed prior to Order Delivery Date. Any rejected Products identified from the final quality inspection must either be reworked or replaced without impacting the Delivery Date.

6.2 The Supplier shall deliver the Products specified in each Order to the Delivery Location either on the Delivery Date or by the Delivery Date (as specified in the Order). The Supplier shall not deliver an Order more than five Business Days in advance of the Delivery Date without the prior written consent of the Customer.

6.3 Unless otherwise specified in the Order, Delivery of an Order shall be completed on the unloading of the applicable Ordered Product at the Delivery Location.

6.4 The Supplier shall not deliver Orders by instalments except with the prior written consent of the Customer. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in these Terms and Conditions to Orders shall, where applicable, be read as references to instalments.

6.5 If an Order is not delivered on (or where applicable by) the specified Delivery Date, then, without limiting any other right or remedy the Customer may have, the Customer may take one or more of the following measures:

6.5.1 Refuse to take any subsequent attempted delivery of the Order if it is delayed by more than 4 weeks;

6.5.2 Obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Customer in obtaining such substitute products; and

6.5.3 Claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Order on the Delivery Date,

provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under these Terms and Conditions.

The Supplier must ensure the delivery date agreed with the customer is strictly maintained.

Late penalty charges for sea shipment are stipulated below:

Delay Day 1 to 5: No deduction

Delay Day 6 to 9 :5% Cost price deduction

Delay Day 10 to 14 :10% Cost price deduction

Delay Day 15 plus: By air at supplier cost

6.6 Each Order shall be accompanied by a Delivery Note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order, including (as applicable) the Item numbers and EAN Barcodes of the Products, and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered. Failure to adhere to this results in a £75 administration fee.

6.7 The Supplier will complete a Security Declaration to confirm the safety and security of goods being delivered whilst they are in their care, if required.

6.8 In the event that in respect of any Order and the related delivery of the Products there are missing items, then without prejudice to any other rights or remedies the Customer may at its option either:

6.8.1 Deduct the cost of the missing items from the sum that would otherwise have been payable; or

6.8.2 Where payment in respect of the missing items has or will be made, direct that the Supplier issue a credit note and it will do so accordingly; or

6.8.3 Direct the Supplier to deliver such missing items as soon as is reasonably practical and the Supplier undertakes to do so accordingly.

7. Liquidated Damages

7.1 It is recognised by the parties that in the event that any of the Products are not delivered at the time required under the Order then the Customer will suffer loss and damage thereby.

7.2 Accordingly, but without prejudice to any other rights of the Customer under these Terms and Conditions, in the event any of the Products are not being delivered in accordance with the Order subject to a maximum grace period of 14 days after the specified time or times then the parties agree that:

7.2.1 The Supplier shall be liable to pay to the Customer as liquidated damages a sum amounting to 3% of the agreed price for each relevant Deliverable for each completed week of such failure in delivery up to a maximum of ten completed weeks

7.2.2 The said sum represents a reasonable pre-estimate of the loss or damage likely to be sustained by the Customer in the event of such failure in delivery.

7.3 The sum, shall be calculated on a pro-rata basis for periods other than whole weeks, commencing from the first day after the date specified for delivery.

7.4 The provisions of this clause are without prejudice to any other rights of the Customer under these Terms and Conditions.

7.5 No payment or concession to the Supplier by the Customer or other act or omission of the Customer shall in any way affect the rights of the Customer to recover the said Liquidated Damages or be deemed to be a waiver of the right of the Customer to recover such damages unless a waiver has been expressly stated in writing by the Customer.

8. Acceptance And Defective Products

8.1 The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery (14 days), or, in the case of a latent defect in the Products, until a reasonable time after the latent defect has become apparent.

8.2 Notwithstanding acceptance pursuant to clause 8.1, if any Products delivered to the Customer do not comply with clause 3.1 (including as to the Warranty), or are otherwise not in conformity with the Terms and Conditions, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:

8.2.1 Require the Supplier to repair or replace the rejected Products at the Supplier’s risk and expense (including costs associated with shipping, taxes and customs clearance) within as soon as reasonably practical and in any event within 30 Business Days of being requested to do so; or

8.2.2 Require the Supplier to repay the price of the rejected Products in full (whether or not the Customer has previously required the Supplier to repair or replace the rejected Products); and

8.2.3 Claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Products that are not in conformity with these Terms and Conditions.

8.3 The Customer’s rights and remedies under this clause 8 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into these Terms and Conditions by the Sale of Goods Act 1979.

8.4 These Terms and Conditions (including the Warranty) shall apply to any repaired or replacement Products supplied by the Supplier.

8.5 If the Supplier fails to promptly repair or replace rejected Products in accordance with clause 8.2.1, the Customer may, without affecting its rights under clause 8.2.3, obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.

8.6 Supplier shall ensure the goods for transportation, logistics, warehousing, sale and end use are as the instructions outlined in the Spada Packing Guidelines Document.

9. Product Prices

9.1 Product Prices are not to be changed for the period of 24 months from submission of the Order date. Product Prices for subsequent years shall be determined from time to time by subsequent agreement of the parties.

9.2 Product Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.

10. Terms Of Payment

10.1 Unless otherwise agreed in writing, the Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.

10.2 The Customer shall pay invoices in accordance with terms pre agreed. Payment shall be made to the bank account nominated in writing by the Supplier.

10.3 If the Customer disputes any invoice or other statement of monies due, the Customer shall promptly notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 10.2. The Supplier’s obligations to supply the Products shall not be affected by any payment dispute.

11. Product Recall

11.1 In the event that there is a need for a recall of any Products then both parties shall work together and provide such suitable resource as the circumstances reasonably require. Any assistance provided by the Customer (including any costs and expenses incurred by the Customer) shall be at the Supplier’s cost and shall be promptly reimbursed by the Supplier upon the Customer invoicing the same. Product recall services / assistance provided by the Customer will be charged to the Supplier on its standard rates from time to time.

12. Compliance With Laws And Policies

12.1 In performing its obligations under these Terms and Conditions, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force; and

12.2 The Customer may terminate any agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of clause 12.1.

13. Indemnity

13.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:

13.1.1 Any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products;

13.1.2 Any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms and Con by the Supplier, its employees, agents or subcontractors; and

13.1.3 Any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

13.2 If a payment due from the Supplier under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Customer shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to the Customer in respect of the payment is the same as it would have been were the payment not subject to tax.

14. Confidentiality

14.1 Each party undertakes that it shall not at any time and for a period of six years after acceptance or the Suppliers Order, disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other party or of any member of its Group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s Confidential Information to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 14 as though they were a party to these Terms and Conditions. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms and Conditions are granted to the other party or to be implied. In particular no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

15. Commencement And Term

These Terms and Conditions shall commence on the acceptance of Suppliers Order and shall continue, unless terminated earlier by way of writing from the Customer.

16. Obligations On Termination

Each party shall promptly:

16.1.1 Return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information; and

16.1.2 Erase all the other party’s Confidential Information from its computer systems (to the extent possible).

17. Consequences Of Termination

17.1 Termination (howsoever arising) of these Terms and Conditions shall be without prejudice to the rights and duties of each party accrued prior to such termination.

The clauses and provisions of these Terms and Conditions which expressly or impliedly have effect following termination (howsoever arising) shall continue in full force and effect notwithstanding such termination.

18. Force Majeure

18.1 “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:

18.1.1 Acts of God, flood, drought, earthquake or other natural disaster;

18.1.2 Epidemic or pandemic; and

18.1.3 Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

18.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms and Conditions by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these Terms and Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

18.3 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms and Conditions; and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

18.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms and Conditions by written notice to the Affected Party.

19. Costs

Except as expressly provided, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of these Terms and Conditions.

20. Variation

No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. Governing Law

21.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

21.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).