BACUP SHOEDIRECT LIMITED (REGISTRATION NUMBER 07870144)
CONDITIONS OF PURCHASE
Definitions
In these conditions:
(a)“the Company” means Bacup Shoe Direct Limited, Athertonholme Mill,
Railway Street, Stacksteads, Bacup, Lancashire OL13 0LS;
(b)“the Supplier” means the person, firm or company to whom the Order is addressed;
(c)“the Customer” means the person, firm or company to whom the Order is to be resold to by the Company;
(d)“the Goods” means the article, raw materials or any of them supplied by the
Supplier to the Company pursuant to the Order;
(e)“the Order” means a purchase order in respect of Goods issued by the Company to
the Supplier and transmitted via an electronic data interchange link between the
Company and the Supplier (EDI) or sent on the Company’s official purchase order
form (unless an oral ordering procedure has previously been agreed in writing by
the Company), together with all other documents referred to therein;
(f)“loss means all losses, costs and expenses including without limitation loss of
profit whether actual or contingent.
Application
These Conditions shall apply to and be incorporated in the contract between the Supplier and the Company for the supply of the Goods and shall be in substitution for any oral arrangements made between the Company and the Supplier and shall prevail over any inconsistent terms or conditions contained in or referred to in the Supplier’s quotation or any delivery note, consignment note, acceptance of order or correspondence or elsewhere agreed by trade custom or practice of course of dealing and no addition to or variation of or exclusion or attempted exclusion of the Order and/or these Conditions or any of them shall be binding upon the Company unless specifically agreed in writing and signed by a duly authorised representative of the Company. Only a Board Director of Bacup Shoe Direct Limited and the Company Secretary are authorised to alter or vary those conditions and may do so only in writing and the Supplier in accepting an order agrees that this is the only means by which a variation of these conditions and Orders made pursuant to them can be made.
Acceptance of Order
All orders will be placed with the Supplier by Bacup Shoe Direct Limited subject to these conditions. The Supplier’s execution or commencement of work or commencement of delivery pursuant to an order constitutes acceptance of an order upon these terms by the Supplier. The acceptance of an order is limited to and conditional upon acceptance by the Supplier of these conditions.
Purchase Orders
The Supplier shall sell Goods to the Company only pursuant to the Order.
Sale or Return Goods
If the Company requests in the Order that the Goods be supplied for sale or return, then such supplies shall be made on the following terms:
(a)Such Goods will following delivery be available for sale by the Company for a period previously agreed by the parties;
(b)Any such Goods not sold in this period will at the Supplier’s expense be packed and returned to the Supplier. The Supplier will invoice the Company for a sum equal to the total Price of such Goods sold by the Company and, to the extent that the expense of packing and returning such Goods is borne by the Company, the Company shall be entitled to set off against such invoiced sum an amount equal to such expense;
(c)Risk in Goods supplied for sale or return shall pass to the Company on delivery thereof. Risk in any such Goods returned to the Supplier shall revert to the Supplier on leaving the Company’s premises;
(d)Title to Goods supplied for sale or return shall remain with the Supplier until such time they are sold by the Company or are paid for by the Company.
Documentary Requirements
The Supplier shall comply with all documentary requirements and administrative procedures issued by the Company from time to time. In particular, the Supplier shall quote the Supplier number, the Order number, and the Company product number on all invoices, delivery, packing and advice notes as well as on any other correspondence relating to the order.
Conditions
The following provisions shall be conditions of the Order:
(a)When delivered to the Company’s distribution centre at Athertonholme Mill, Railway Street, Stacksteads, Bacup, Lancashire, England the Goods must:
(i)be of satisfactory quality, fit for their normal purpose (or any particular purpose made known to the Supplier by the Company) and free from any defects;
(ii)meet the specifications as to quantity, quality standards and description referred to in the Order or any other written specification supplied by the Company and to the extent not inconsistent therewith on any invoice relating thereto and on any wrapper(s), container(s) or other packaging of the Goods;
(b)Where any sample of the Goods (or the related packaging or labelling) is supplied
to and approved by the Company, the Goods (and the related packaging or
labelling) shall correspond in every respect to the approved sample; and
(c)The Goods (and there packaging and labelling) will comply in each and every respect with all relevant legal or other Company requirements (including any applicable British Standard and origin marking requirement of the United Kingdom, European Union and of any other country into which they are imported or delivered pursuant to the Order which has been notified in writing by the Company to the Supplier prior to the date of the Order); and
(d)Any instructions or recommendations relating to the handling, use, storage, life expectancy and durability of the Goods, whether express or implied, shall comply with all relevant statutory or other legal requirements for the time being in force and shall be complete and accurate and enable the goods to be sold, used, stored and retained safely and without any deterioration in their nature, substance or quality.
Supplier Factory
(a)The Supplier will use only factories to produce the Goods which have been specifically nominated and agreed by the Company in writing at the time the Order was placed by the Company with the Supplier.
(b)The Supplier will produce and supply the Goods to the Company at the pre-agreed factories at a pre-agreed price, stated at the time when the Order was placed by the Company.
(c)The Supplier will pay a $50,000 fine for every individual violation of (a) and (b) above.
Inspection, Quality Control and Company Assistance
In order to ensure that the Goods will comply with all relevant legal or other Company requirements (including in particular applicable safety regulations and any applicable British Standard) the Supplier shall:
(a)At the request of the Company and at the Supplier’s own expense submit samples of the Goods for testing by the Company against the Company’s applicable written product specification; and
(b)Allow the Company, its employees and agents after reasonable notice, unrestricted access to the Supplier’s premises to inspect the Supplier’s processes of manufacture and or assembly of the Goods or to review results or relating Quality Control tests and to remove samples of the Goods for testing (at the Supplier’s expenses) by the Company or by an independent body specified by the Company and in the case of the Supplier who sub-contracts works to procure similar arrangements are made to allow the Company to do the same in respect of the sub-contractor’s premises and processes and
(c)At its own expenses make all necessary changes to its processes of manufacture and/or assembly as the Company or the independent body may require as a result of testing described in sub-paragraphs (a) and (b) above and
(d)Pay the Company for any such services and related expenses, provided by the Company to the Supplier or its sub-contractors, as:
(i)The provision of Company personnel to provide technical assistance in the bulk production of the Goods on Order; or
(ii)The provision of Company personnel to provide quality control assistance in the bulk production of the Goods on Order; or
(iii)Hire charges for the provision of Company plant, machinery or moulds to be used in the bulk production of Goods on Order;
(iv)The cost to the Company of repairing or re-modifying any plant, machinery or moulds hired-out by the Company to the Supplier, as in (iii) above, such that the state and condition of the plant, machinery or moulds is the same as when first provided to the Supplier or its sub-contractor.
The Company reserves the right to suspend, vary or cancel the Order if as a result of such inspection or testing the Company requires implementation of the changes referred to herein under the clause entitled “Inspection and Quality Control” above.
Use of Restricted Substances
The Supplier will ensure that all Goods do not contain any of the substances stated on pages 1 to 17 at Appendix 1. If the Goods supplied do contain such substances then the Supplier agrees to fully indemnify the Company of any resulting customer fines plus expenses incurred as a result of this violation. Each page at Appendix 1 will be initialled by the Supplier.
Company Assets
On the request of a director of Bacup Shoe Direct Limited, the Supplier shall return to the Company, within a period of 14 days, any assets (including, moulds, mould plates, knives and machines) owned by the Company and made available to the Supplier or its sub-contractor. Failure to do so will deem that the Supplier has agreed to purchase the assets at their market value and will become liable to the Company for payment of such monies immediately.
Rejection of Orders
The Company shall notify the Supplier in writing (“the Notice”) of any Goods it may reject for return to the Supplier or of failure by the Supplier to deliver any Goods and shall be under no liability to pay for such Goods. The Notice shall constitute authority for the full recovery of the amount in respect of rejected Goods specified in the Order together with the costs incurred for their return and all loss and expense incurred by the Company as a result, direct or indirect, of their rejection or non-delivery. The recovery will be by means of:
(a)deduction from any sums due to the Supplier; and/or
(b)invoicing the Supplier for payment of the amount.
Rejected or returned Goods will be returned only when there has been a deduction of the full amount due from any sums due to the Supplier or when the Supplier has paid in full the invoice(s) for the returned Goods.
Any claim by the Supplier against the Company in relation to the rejected Goods must be received by the Company within two weeks of the relevant notice being issued and time is of the essence in this regard.
Title to the rejected Goods shall revert to the Supplier only when the Company has recovered in full the Price of the Goods.
The Company will not accept any repaired or replacement Goods without prior written authorisation to the Supplier.
Time stipulated for delivery of the Goods is of the essence of the performance by the Supplier of the Order.
Proof of delivery shall be established only by the signature of an employee of the Company through an official stamp of the Company on a delivery or advice note clearly detailing the Goods and the quantity thereof delivered.
Failure by the Supplier to deliver the Goods by the due date (or, where no date is stated, by such date as the Company may consider reasonable) shall give the Company the right to cancel or vary the whole or any uncompleted part of the Order, to purchase substitute items elsewhere, and to recover from the Supplier any loss or additional costs incurred.
If any delivery pursuant to the Order, or where the Goods are to be delivered in instalment, any instalment is made or delivered incomplete, the Company reserves the right (without prejudice to any of its other rights) top accept or reject all or part of the Goods so delivered and to cancel or vary the balance of the Order.
Any delivery note or advice note accompanying a delivery which is signed by the Company on or after delivery is simply an acknowledgement of delivery and shall not constitute an acceptance by the Company that the Goods comply with these Conditions or any of them.
The Supplier should not be liable for any delay or failure to supply goods arising from circumstances beyond its control (e.g. natural disasters, state embargo but not industrial dispute) on condition that it notifies the Company of such circumstances promptly and offers to supply on the same terms when such circumstances have passed. It does not entitle the Supplier to deliver late or amend the order but would not hold the Supplier liable for loss of profit due to non-delivery.
Surplus Products or Rejected/Returned Goods
If any surplus products or rejected/returned Goods are manufactured by the Supplier to the Company’s specifications and marked with any of the Company’s trade names or trade marks (whether or not registered) are not delivered to the Company (being surplus to requirements or otherwise) or are rejected for any reason by the Company, then such surplus products or rejected/returned Goods may not be sold or otherwise disposed of by the Supplier without the permission in writing of a director of the Company.
Customer Contact by the Supplier
Under no circumstances may the Supplier contact the Customer with a view to displaying, sampling, supplying or facilitating the Customer with any footwear product in a period of less than twelve months after the fulfilment of all outstanding Orders from the Company to the Supplier on behalf of the Customer.
Supervening Events
In the event that any legal or regularity requirement changes or varies the terms of implementation of the Order, or affects the agreed price of the Goods concerned, the Company reserves the right to cancel or amend the Order accordingly without prejudice to the Company’s rights and interests in Goods already delivered and accepted.
Title
Save in relation to Goods sold pursuant to that clause herein entitled “Sale or Return Goods”, title to and risk in any Goods shall not pass from the Supplier to the Company until the earlier of:
(a)Actual delivery of the Goods to the Company’s distribution centre at Athertonholme Mill, Railway Street, Stacksteads, Bacup, Lancashire and not to any carrier or in the case of Goods ordered on carriage forward terms or free on board until actual delivery to a carrier authorised in writing by the Company; or
(b)Payment for the Goods by the Company to the Supplier.
Termination
Without prejudice to any other rights or remedies to which the Company may be entitled it may terminate the Order forthwith and without liability in the event that:
(a)The Supplier makes any arrangement or composition with his creditors or commits an act of bankruptcy or if a receiving order is made against him or being a company an order is made or a resolution is passed for the winding up of the Supplier or the Supplier has a receiver or administrator appointed of the whole or part of its assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up or administration order or if the Supplier takes or suffers any similar or analogous action consequence of debt; or
(b)The Supplier commits any breach of this or any contract between the Supplier and the Company.
Information
All specifications, drawings, sketches, models, samples, tools, designs, technical information or data or other proprietary information, written oral or otherwise furnished to the Supplier by the Company or on its behalf shall remain the property of the Company and shall be returned promptly to the Company (together with all copies) at the Company’s request. Such information shall be treated as strictly confidential, shall be kept safely and shall not be used or disclosed by the Supplier except strictly as required in the course of performance of any Order.
Waiver
Failure on the part of the Company to exercise or enforce any rights under the contract for the supply of the Goods or at law shall not be deemed to be a waiver of any such right nor operate so as to bar its exercise or enforcement at any future time or times.
Intellectual Property
Where the Supplier prepares or has prepared on the Company’s behalf or at the Company’s request any drawings, information, designs, specifications, formulae, tooling, labels, models, samples, photographs or other material whatsoever (“Material”) the Supplier agrees that all intellectual and industrial property rights whatsoever existing in the Material including copyright, registered and unregistered design rights, trade mark rights and patent rights shall vest in the Company and the Supplier hereby assigns to the Company all such rights (whether presently existing or to be created in the future) to the full extent to which the Supplier is able. The Supplier further agrees to execute all documents and to do any other act reasonably necessary for further assuring the Company’s title to such rights in the Material. Where the Supplier engages the assistance of third parties in preparing the Material for the Company it shall ensure that such third parties also assign any such intellectual or industrial property rights to the Company upon request and the Supplier shall indemnify and hold the Company harmless for any loss or damage whatsoever suffered by the Company due to any failure by the Supplier to obtain such assignment.