© 2008 People Value Ltd, All Rights Reserved.
Please return signed original form to:People Value Ltd, First Floor, SSI Solutions, Marlborough Road, Pewsey, WILTS SN9 5NU
Tel: +44 (0) 1672 564875 Fax: +44 (0) 1672 569380
Supplier Agreement /
Please complete all fields on this Agreement and ensure details are correct.
SUPPLIER DETAILS (Full Registered Company Details)
Company Name: Willow Organic Beauty Products Ltd / Alternative Contact: Sue Stowell
Contact Name:Annie Norfolk / Telephone: 01590670483
Address: / Email:
Company Web Address:
Postcode:
Email: / Currency(if not sterling)
Telephone: 07801909862 / Ext: / Initial Term:
(min. 12 months, unless otherwise agreed in writing)
Mobile:
OFFER DETAILS:
Nature of Offer:
15% off
(e.g. “20% off”)
Special Instructions/Restrictions:
Discount does not apply on sale items
(e.g. “discount does not apply to sale items”):
Offer Start Date:
(already live - 29.01.2008)
Offer End Date:
(If offer ongoing, please state)
SITE ENTRY DETAILS:
Offer Summary:
Willow Organic15% Off our gorgeous organic bath & beauty products rated 9/10 in the Times. Stunning lingerie, men’s range. Environmentally friendly packaging with tissue and rosebuds. Pamper yourself or spoil a friend with a clear conscience.
Detailed Description:
15% Off
Willow Organic products are made with certified organic ingredients and contain delicate fruit and flower essences. The gorgeous oils, soaps and fragrances are not only luxurious but organic.Our packaging is environmentally friendly. We know the importance of presentation and for ourgifts we use exquisite boxes packed with tissue and rosebuds.
Spoil yourself with our stunning pure silk lingerie and do not forget the Willow forMen range.
All women love to pamper themselves and we have ensured that these safe, sumptuous and rich bath and beauty products can be used with an absolutely clear conscience.
We do not use petro-oils, sodium lauryl sulphate or Parabens. We do not test on animals
Graphics to Supply:
- Official Company Logo (min. 122 x 84 pixels)
- Product/Service example graphic (min 234 x 110 pixels)
Url to Link to:
(Note: We can provide a Peoplevalue logo for co-branded landing pages)
Promotion Code to use (if applicable):
peoplevalue
(e.g. ‘PV20’)
Where to enter Code:
At Step 2 check out in ‘offer code’ box
(e.g. ‘In voucher code box at checkout’. If discount applied automatically via link, please state.)
Telephone Ordering Instructions (if applicable):
01590670483 and quote 15% peoplevalue
Instore Instructions (if applicable):
n/a.
Additional Notes:
Supplier agrees to supply the Products and/or Services for the Initial Term (each as detailed above) subject to the Peoplevalue Terms & Conditions of Supply containing the exclusions and limitations of warranty and liability, as attached.
SUPPLIER / PEOPLEVALUE LIMITED
Authorised Signature: / Authorised Signature:
Print Name: / Print Name:
Title: / Title:
Date: / Date:
SA Cover 29.1.2008
THESE CONDITIONS (EACH AS DEFINED AS BELOW) CONSTITUTE THE ONLY BASIS UNDER WHICH PEOPLEVALUE PURCHASE OR PROMOTE GOODS, WORK AND/OR SERVICES.
1Definitions
In these Conditions the following terms have the following meanings:
“Conditions” means these purchase terms and conditions hereto and other conditions of the SA incorporated by Peoplevalue and expressly referred to on the SA;
“Company” means People Value Limited of Rectory Mews, Crown Road, Wheatley and/or its subsidiary companies;
“Supplier” means the company, firm, organisation, individual or other legal entity that is named overleaf supplying goods, work and/or services to Company;
“Supplier Agreement” of “SA” means the Peoplevalue SA overleaf incorporating these Conditions;
2Formulation of contract
2.1No addition alteration or substitution of these Conditions will bind Company or form part of any contract unless they are expressly accepted in writing by a person authorised to sign on behalf of Company.
2.2In the absence of a signed or other acknowledgment of this SA incorporating these Conditions, should Supplier despatch goods to Company or perform work for Company in accordance with this SA without such an acknowledgement, those Suppliers actions shall of itself be deemed an acknowledgement of acceptance of these Conditions.
2.3If the goods and/or the work the subject of this SA are to be used in carrying out or otherwise in connection with another contract specified overleaf this SA shall be subject to the contract conditions of such specified contract in so far as the same are applicable and do not conflict with these Conditions. Details of any such contract conditions will be supplied by Company on request, but Supplier will be deemed to have accepted the same as part of the terms of this SA, whether such request has been made by Supplier or not.
2.4Nothing in these Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which Company may be entitled, in relation to the goods and/or the work the subject of this SA, by virtue of any statute or custom or any general law or local law or regulation.
3Delivery
3.1In regard to performance of it obligations under this SA by Supplier time is of essence. The goods shall be delivered and/or the work performed on the date and at the place stated overleaf, and in accordance with the instructions specified overleaf, during normal business hours unless previously arranged otherwise. Delivery of goods shall be to the place specified between the parties and terms of carriage shall be as specified overleaf.
3.2If for any reason, Company are unable to accept delivery of the goods on or after the agreed delivery date, Supplier will store the goods, safeguard them and take all reasonable steps to prevent their deterioration until delivery.
4Specifications, quality tests, rejection
4.1The goods and/or the work must conform in all respects with the drawings, specifications and other requirements or descriptions stated. All goods must be of good quality , made from sound materials, workmanship and (where Supplier are responsible for this) design, and shall be equal in all respects to relevant samples, or patterns provided by or accepted by Company. All work must be performed with skill and care, in a sound manner, and be free from all defects including (to the extent if any that Supplier are responsible for design) defects in design.
4.2All of the goods and/or the work must pass the acceptance tests of Company inspector. Company shall be entitled to reject all goods and/or work which do not conform completely in every respect with the terms of this SA and in particular (but without prejudice to the generality of the foregoing) clauses 4.1 and 4.5. Furthermore, if by the nature of the goods and/or work, any defects therein or any failure thereof to conform as aforesaid does not or would not become apparent (despite the carrying out of any examination and/or such tests) until after use Company may reject the same even after a reasonable period of use. It is agreed that in the case of goods Company may exercise the aforesaid rights of rejection notwithstanding any provision contained in s11 or 35 of the Sale of Goods Act 1979.
4.3Any goods and/or work rejected under clauses 4.2 must at Company request be replaced or re-performed as the case may be, by Supplier at its own expense; alternatively Company may elect (at its option) to cancel the relevant SA as provided in clause 10.2 both in respect of the goods and/or the work in question and of the whole of the undelivered balance (if any) of the goods and/or the remainder of the work (if any) covered by this SA. All rejected goods will be returned to Supplier at its expense.
4.4Any signature by Company, given on any delivery note, or other documentation, presented for signature in connection with delivery of the goods, is evidence only of delivery by carrier. In particular, it is not evidence that the correct quantity or number of goods has been delivered or that the goods delivered are in good condition or of the correct quality or quantity.
4.5Supplier will ensure that in all respects (except by way of design or specification where Company have supplied the same) the goods and/or the work comply with all relevant requirements of any statute, statutory rule or SA, or other instrument having the force of law, which may be in force when the goods are delivered and/or the work performed as the case may be. In particular, without prejudice to the generality of the foregoing, all goods capable of use as, or in any way likely to be used in the preparing or packing of, food, toiletries, perfume, cosmetics, pharmaceutical products or any other goods for human consumption or for use upon the human body shall contain nothing rendering them unsuitable for their purpose and shall comply with all relevant requirements relating to their sale and composition and to the use of preservative or colouring matter therein.
5Property and risk
5.1Property and risk in the goods shall pass to Company, when they are delivered in accordance with clause 3.1. Such passing of property and risk shall be without prejudice to any right of rejection arising under these Conditions, in particular (but without prejudice to the generality of the foregoing) under clauses 4.1-4.5 inclusive.
6Prices and payment
6.1Prices shall be as stated in this SA and unless stated otherwise shall be exclusive of any applicable value added tax (which shall be payable by Company on receipt of a valid VAT invoice). Supplier may charge reasonable delivery charge for delivery provided that Company has been advised in advance of such charges.
6.2Supplier shall be entitled to invoice Company on the delivery of goods and performance of the work as the case may be. Each invoice shall quote such details as sufficient to allow Company to process the invoice including the SA number, VAT number, descriptions and quantity of the goods and/or work rendered ordered as submitted in this SA.
6.3Subject to the provisions of clauses 6.1 and 6.2 Company shall pay the invoice within 45 days from the end of the month following receipt of the invoice. Company reserves the right to deduct and set off any amount that is due to Company from Supplier.
7Intellectual Property Rights
7.1Supplier warrants that neither the sale nor the use of the goods nor the performance of the work or services will infringe any British or foreign patent, trademark, registered design, or other industrial or intellectual property rights whether or not similar to any of the foregoing.
7.2Supplier shall indemnify Company from all actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as aforesaid in clause 7.1, and at its own expense will defend or (at Company option) assist in the defence of any proceedings which may be brought against Company.
7.3No goods covered by SA’s shall be manufactured sold or disposed by Supplier in violation of any right whatsoever resulting from any actual or alleged infringement as aforesaid in Clause 7.1, and at its own expense will defend or (at Companies option) assist in the defence of any proceedings which may be brought in that connection against Company.
8Indemnities, third party liabilities
8.1Supplier shall indemnify and keep indemnified Company against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever (if any) which Company may incur either at common law or by statute in respect of personal injury to or the death of any person or in respect of any loss or destruction of or damage to property (other than as a result of any default or neglect of Company or of any person for whom Company are responsible) which shall have occurred in connection with any work executed by Supplier against this SA or shall be alleged to be attributable to some defect in the goods or work.
8.2Should Supplier use any personnel to execute work on Company or appointed premises they shall be required to abide by the safety rules and other relevant regulations laid down from time to time. This SA is given on the condition that (without prejudice to the generality of clause 7.1) Supplier will indemnify Company against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever (if any) which Company may incur either at common law or by statute (other than as a result of any default or neglect of Company or of any person for whom Company are responsible) in respect of personal injury to, or the death of, any such employees, agents, sub-contractors or other representative while on Company premises whether or not such persons are (at the time when such personal injury or deaths are caused) acting in the course of their employment.
8.3Supplier will indemnify Company against any and all loss, costs, expenses and liabilities caused to Company whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach by Supplier of these conditions or of any terms or obligations on Supplier part implied by the Sale of Goods legislation or by any other statute or statutory provision relevant to the SA or to goods or work covered thereby. This indemnity shall not be prejudiced or waived by any exercise of rights of Company under clause 4.3.
8.4Whenever any sum of money is recoverable from or payable by Supplier to Company as a result of the operation of any of these Conditions or any breach by Supplier of the same, such sum may be deducted by Company from any sum then due or which at any time thereafter may become due to Supplier under any other SA or transaction placed or entered into by Company with Supplier.
8.5Supplier shall for the currency of the SA maintain an insurance policy sufficient to discharge its liabilities under these Conditions.
8.6Company shall in no way be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for: (a) any loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of contracts; (e) loss of revenues; (f) loss of anticipated savings; (g) any increased costs or expenses; (h) loss of, damage to or corruption of data; or (i) any special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with this Agreement even if the other has been advised of the possibility of such damages.
9Voucher Codes,
9.1If any voucher codes are provided by Supplier in the course of the SA Supplier shall provide express details on the policy that applies to the release of such codes to the prospective user base for their promotion of those codes. Company shall have no liability in respect of the release of such codes into the public domain. In addition Supplier agrees to keep the Company informed as to any withdrawal of voucher codes to specific employees where there has been an abuse of the Suppliers voucher code rules.
9.2 Supplier shall indemnify Company against any loss or damage to the items mentioned in clause 9.1, arising while such items are in Supplier’s possession or before delivery to Company. Supplier should insure the aforesaid items against all risks.
10Assignment and sub-contracting
10.1Supplier may not assign or transfer this SA or part thereof to any other person without Company’s written consent.
10.2Supplier may not, without written consent of the Company, sub-contract this SA or part thereof, other than for materials, minor details, or for any part of the goods in respect of which the makers are specified overleaf, or to the extent to which sub-contracting is a trade custom in relation to the subject matter of the SA.
10.3Any sub-contracting of goods and/or work shall not relieve Supplier of it obligations hereunder which Supplier shall ensure are delivered or performed in accordance with these Conditions. Without prejudice to any of its rights against Supplier Company shall be permitted to enforce any such rights directly to any third party contractor.
11Cancellation
11.1If either Supplier or Company are delayed or prevented from performing obligations under this SA, by circumstances beyond the reasonable control of either, (including without limitation any form of government intervention, strikes and lock-outs relevant to this SA, breakdown of plant or delays by sub-contractors concerned) such performance shall be suspended, and thereafter if it cannot be completed within a reasonable time after the due date as specified in this SA, this SA may be cancelled by either party. Company will pay to Supplier such sum as may be fair and reasonable in all the circumstances of the case in respect of work performed by Supplier under this SA prior to cancellation, and in respect of which Company have received the benefit under cancellation under this clause 11.1. This clause can only have effect if it is called into operation by the party wishing to rely on it giving written notice to the other to that effect.
11.2Subject to clause 11.1, Company reserve the right to cancel the whole or any part of this SA or any consignment on account thereof, if the same is not completed in all respects in accordance with the instructions and specifications stated in the SA and with the foregoing clauses, in particular (but without prejudice to the generality of the foregoing) with clauses 3.1, 4.1 and 4.5, compliance with which by Supplier is of the essence. In the event of Company cancelling this SA as to all or any of the goods and/or the work covered thereby it shall be entitled to purchase from a third party a like quantity of goods of similar description and quality, or a reasonable alternative thereto, bearing in mind Company need to take delivery of the goods by the date/time specified herein, or to contract with a third party to perform work of a similar description and quality, and in that event Supplier shall be liable to reimburse to Company on demand all expenditure incurred by Company in connection with Company said cancellation, including any increase in the price over that stated overleaf.
12Confidentiality
12.1Supplier will keep secret and will not disclose to any third party (except sub-contractors accepting a like obligation of secrecy, and then only to the extent necessary for the performance of the sub-contract) all information given by Company in connection with this SA, or which becomes known to Supplier through Supplier performance of work under this SA. Supplier will not mention Company name in connection with this SA or disclose the existence of this SA in any publicity material or other similar communication to third parties without prior consent in writing.
13Hazardous goods
13.1Supplier will mark all hazardous goods with international danger symbols where they exist, and display the name of the material in English. Transport and other documents must include declaration of the hazard and name of the material in English. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. Supplier shall observe the requirements of UK legislation and any relevant international agreements relating to the packing labelling and carriage of hazardous goods or any other goods. All information held by or reasonably available to Supplier regarding any potential hazards known or believed to exist in the transport handling or use of the goods supplied shall be promptly communicated to Company prior to delivery.