Supply Chain Solutions No.23 – Supplier Terms and Conditions
The Supplier Terms and Conditions intend is to ensure all vendors who manufacture your companies product comply to all business requirements to delivery fit for market product from a price, delivery and quality perspective. These Terms and Conditions are extensive in content, are China centric and serve as an example only.
Supplier Terms & Conditions “Example”
1.1. Unless otherwise provided in the context hereunder, the words and phrases below have the following meaning as expressed.
1.1.1. “Agreement” means the agreement for the sale and purchase of the Goods between the supplier and “IDGC” of which this Terms and Conditions form part.
1.1.2. “IDGC” referrers to ID Global Concepts Ltd.
1.1.3. “Goods” means the Goods IDGC purchase from the Supplier in accordance with the Terms and Conditions hereof.
1.1.4. “Order” means the written offer placed by IDGC to the Supplier to purchase the Goods.
1.1.5. “Customer” means the Customer who will or has contracted with IDGC to purchase the Goods as per the Order or contract with IDGC.
1.1.6. “Commercial Secret” means the information of the operation, technology and finance of either of the parties, which that party has taken steps to keep secret or marked “Confidential”, including but not limited to the design, process, price list, customer list, sale channel and business strategy.
1.1.7. “Supplier” means the person(s) or company so described on the Order who sells the Goods under the Order or Agreement to IDGC or to the Customer as per the instruction of IDGC.
1.1.8. “Special Terms” means the terms on the Order so described.
1.1.9. “Guidelines” refers to IDGC Quality Assurance Manual or any other technical document including any Customer Quality Assurance Manual submitted to the Supplier relating to the Order.
1.1.10. “Specification” includes any description, plans, drawings, data, design information or specification relating to the Goods and, without limitation, includes the Quality Assurance Manual set out in the Terms and Conditions.
1.2. Words implying the singular shall include the plural and vice versa.
1.3. The heading in these terms are for convenience only and shall not affect their interpretation.
2.1. Subject to clause 2 of this Article, the Terms and Conditions apply to all Agreements for the purchase of Goods by IDGC, unless there is any Special Terms expressing the exclusion of the Terms and Conditions and the applicability of the standard terms of supply of the Supplier or of other terms.
2.2. The Special Terms shall be subject to and shall be varied to the extent of, any terms specified on an Order from time to time as Special Terms.
2.3. An Order made by IDGC constitutes an offer by IDGC to purchase the Goods subject to the Terms and Conditions and shall constitute an Order unless rejected in writing by the Supplier or amended by IDGC by the issue of an amended Order, or cancelled in writing by IDGC before receipt of the confirmation of the Supplier.
2.4. No amendment to the Terms and Conditions (including any counter offer made by the Supplier, whether through delivery of standard terms of supply on acceptance of the Order or otherwise) shall be binding unless agreed in writing by the authorized representatives of IDGC and the Supplier which in the case of IDGC shall be the director of the Board of Directors, or General Manager or a person authorized in writing by him/her.
2.5. Where the Supplier has agreed to sell the Goods to IDGC upon the basis of the Terms and Conditions, the Terms and Conditions shall be incorporated automatically into every subsequent Agreement for the purchase of Goods by IDGC from the Supplier unless otherwise provided in the Order or, specifically varied or excluded in the manner set out in clause 4 of this Article.
3.1. The Supplier undertakes that it possesses the skills, technical expertise, materials, equipments and machinery, premises and human resources to perform its obligations under the Terms and Conditions to manufacture the Order.
3.2. The Order will be placed by IDGC through fax, letter, email or other forms in writing. The Order given orally or by telephone is not accepted. The Order comes into effect upon written confirmation of the Supplier.
3.3. The Supplier shall confirm the Order within twenty-four hours of receipt of the Order. The Order becomes void and null automatically if the Supplier fails to confirm it within twenty-four of the Order receipt. The Order may be withdrawn by IDGC at any time before the confirmation of the Supplier.
3.4. Any amendment to the Order constitutes a new offer. Omission or negative action shall not be deemed as acceptance of the Order.
3.5. Each Order is separate and cannot be made binding to another IDGC Order.
4.1. The Order is personal to the Supplier and, without the prior written consent of IDGC, the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Terms and Conditions.
4.2. The Terms and Conditions are concluded by both parties on the basis of the quality and competence of each of the parties. Any right and obligation of either of the parties hereunder shall not be transferred to any third party without the written consent of the other party. However, IDGC may assign any right, benefit hereunder to any other entity of IDGC Group. In the event of a change in control, majority shareholder, ownership or management of the Supplier, the Supplier shall notify IDGC immediately. IDGC may terminate this Terms and Conditions at its own discretion within thirty days upon the receipt of the notification without any compensation to the Supplier.
4.3. In the event that the Supplier transfers or sub-contracts the assembly of an order to a third party without written consent from IDGC, the Supplier will be deemed responsible for any prevailing issue. IDGC at it sole discretion and without prejudice to the Terms and Conditions, may cancel the order or request a discount. Assembly referrers to, but is not limited to any cutting, sewing, finishing and packing operation.
5. Raw Materials.
5.1. Unless otherwise provided herein or stated on the Order, the Supplier shall be responsible for supplying and sourcing all or any of the components and raw materials as required for producing the Goods. The quality of the components and raw materials supplied or sourced by the Supplier shall comply with IDGC and the Customer specifications and must be approved by IDGC in writing.
5.2. If IDGC supplies part or all of the components or raw materials required for producing the Goods, the ownership of these components or raw materials shall be retained by IDGC, and the Supplier is as the depositary of theses components or raw materials only which are not listed or incorporated for whatsoever reason in the liquidated assets in case of the bankruptcy, liquidation or termination of the Supplier. The Supplier shall insure these components or raw materials against loss and damage as required by IDGC. The Supplier shall not use the components or raw materials for any purpose other than that stated on the Order or Terms and Conditions. In the event of the Order been terminated or as required by IDGC, the Supplier shall return immediately the residual stock of components and raw materials in good condition and provide a complete audit of the balance quantity. IDGC reserves the right to charge the supplier for any damaged, lost or wasted components and raw materials at its discretion.
5.3. If IDGC supplies part or all of the components or raw materials required for producing the Goods, the Supplier shall comply with the usage or consumption per unit for raw materials supplied by IDGC, and issue a report or diagram to verify material usage. If the usage or consumption is not approved prior to manufacturing the Order, the Supplier will be responsible for any discrepancy or variance.
5.4. The Supplier must advise IDGC of any raw material shortages upon receipt to the packing list or if the quantity received is insufficient to make the order within 48 hours of raw material receipt. If IDGC is not notified of the received quantity, the Supplier will be responsible for any shortages and any other conditions that may arise because of noncompliance. A signed consignment note with the signature from a Supplier employee will constitute receipt.
5.5. The Supplier shall not create any surety, mortgage, pledge, lien or any encumbrance for whatsoever reason over any raw materials supplied by IDGC, nor withhold or seize any raw materials as a guarantee for payment of IDGC.
5.6. The Supplier will be responsible for any resulting cost due to negative action or non compliance to raw materials owned by IDGC.
6.1. The Price of the Goods shall be as stated in the Order and quoted, interpreted and governed under INCOTERMS 2000. Unless otherwise provided in the Order, the Price shall be inclusive of all charges for VAT, packaging, packing, insurance and delivery of the Goods to the delivery address nominated on the Order and any government or other duties imposts or levies including sales tax from the FOB port to the extent of the applicable laws and regulation.
6.2. No increase in the Price may be made for any reason whatsoever without the prior consent in writing of IDGC.
6.3. Price terms:
6.3.1. FOB (Free on Board) – The Supplier is responsible for all costs to the port of origin as nominated by IDGC. Charles will not be responsible for any cost prior to the Goods landing on the vessel.
6.3.2. CIF (Cost, Insurance and Freight) – The Supplier is responsible for all costs of getting the Goods to the nominated port of discharge on the most direct vessel or aircraft. Transshipment is not acceptable unless previously agreed and stated on the Order.
6.3.3. C&F (Cost and Freight) – As clause ii), accept insurance is covered by IDGC general marine insurance.
6.3.4. Ex-Works – IDGC is responsible for all costs ex the Supplier.
6.3.5. FIS (Free Into Store) – The Supplier is responsible for all costs of delivering the Goods to IDGC’ nominated delivery as stated on the Order.
6.4. IDGC shall be entitled to any discount for payment, bulk purchase，batch purchase or volume purchase customarily granted by the Supplier, whether or not shown on the Order.
7. Price Protection.
7.1. If the Supplier announces that a general price change for certain Goods, and such price change will result in a decrease to IDGC purchase price, IDGC shall have the right to receive a price protection credit. For the purposes of this article, the price protection credit is the difference between (a) the value of the affected Goods owned by IDGC as of the effective date of the decrease and calculated in accordance with the original purchase price and (b) the value of that inventory calculated at the new, lower purchase price.
7.2. In order to receive a price protection credit, IDGC shall submit a claim or Order amendment based on all on-hand inventories as of effective date within five working days after IDGC is aware of such price change or receives the notice of the change of the price from the Supplier.
8.1. All Orders will be in United States Dollars (US$) or Chinese Yuan (RMB) as defined by the Order and the purchasing term.
8.2. In the event that the price of the Goods is expressed in a currency other than US Dollars such price shall be payable in US Dollars or RMB at the option of IDGC at The Hong Kong and Shanghai Banking Corporation’s (HSBC) current buying rate of exchange and less the usual banking charges on the date when IDGC makes payment.
9. Terms of Payment.
9.1. The Supplier shall be entitled to render an invoice to IDGC on or at any time after shipment approval, which invoice shall quote the number of the Order.
9.2. Unless otherwise stated on the Order (including Special Terms), IDGC will only pay the Price for the Goods as stated on the Order, no other costs unless agreed to in writing, will be paid.
9.3. All Orders have a default XX days payment term unless otherwise stated on the Order.
9.4. The Supplier shall issue an official value-added-tax invoice for the Goods delivered each time. Settlement of the value-added-tax invoice shall not be deemed as the waiver of any claims for non-conforming or defective Goods.
9.5. IDGC has the right to use any amount owed and payable by IDGC to the Supplier to set off the amount which is owed and payable by the Supplier to IDGC.
9.6. Where the Goods are to be supplied or payment therefore is to be made by installments, the failure of IDGC to pay any installment in time shall not entitle the Supplier to treat such failure as repudiation or materially breach by IDGC of the Order.
9.7. In case of payment in installment, final payment will be made only on receipt of the following documents; Invoice, Packing List and a Goods receipt notice.
10.1. The quantity and description of the Goods shall, subject as provided in the Terms and Conditions, be as specified in the Order and/or in any applicable specification referred to in the Guidelines and/or special terms or agreed in writing by IDGC.
10.2. The Order quantity tolerance is plus or minus 3%.
10.3. All Orders must be manufactured in accordance with the Order quantity， which is a mandatory requirement, to ensure all size and colours are in the ratio which corresponds to the Order. Any contracts shipped, where the quantity by size and colour is out of ratio regardless of the 3% tolerance, IDGC may not pay for the quantity out of ratio.
10.4. Where the finished Order quantity exceeds the 3% tolerance, IDGC must be advised and approve the over supply. The over supplied quantity will not be paid for unless;
10.4.1. IDGC agrees to accept the additional quantity before the Order is shipped or delivered.
10.4.2. The raw materials or components were supplied by IDGC and the manufacturing plan was previously agreed.
10.4.3. The over production is caused not attributable to the Supplier and, which is acknowledged in writing by IDGC.
10.4.4. Where the finished Order quantity is less than the 3% tolerance, IDGC must be advised immediately. The Supplier must make every effort to ensure the shortage is remanufactured. Any penalties charged by the Customer will be borne wholly by the Supplier unless previously agreed.
11.1. The Goods must be manufactured strictly in accordance with the pre-production samples approved by IDGC, or the Customer.
11.2. The Supplier shall send all production samples at its cost to IDGC .
11.3. Samples of Goods must be sent in an appropriate time to maintain the Order delivery.
11.4. Production samples required are as per the Guidelines and the instruction given by IDGC from time to time, failure to comply with the relevant sampling procedure may result in termination of the Order.
11.5. All shipping samples submitted must be taken randomly from bulk production in accordance with the Guidelines.
11.6. IDGC will supply an inspection report for all samples submitted with an accept or reject rating, all rejected samples must be resubmitted for approval.
11.7. The Supplier shall not commence manufacturing of the Goods until IDGC has approved the pre-production sample in writing.
11.8. IDGC will not pay for any production or shipping samples unless previously agreed in writing.
12.1. All courier charges to and from the Supplier must be at the Suppliers expense. IDGC will not pay for any freight collect Goods or Samples sent through via a courier unless previously agreed in writing.
13.1. The quality and description of the Goods shall, subject as provided in the Terms and Conditions, be as specified in the Order and/or in any applicable specification referred to in the Guidelines and/or Special Terms or agreed to in writing by IDGC.
13.2. Where the Guidelines conflict with the Customer Quality Manual, the Customer Quality Manual will prevail.
13.3. The Goods shall be merchantable and manufactured in first-hand materials, free from defects, or potential defects in material and workmanship.
13.4. The Supplier shall comply with all quality requirement in relation to the manufacture, packaging, packing and delivery of the Goods with:
13.4.1. All applicable international conventions, treaties and practices ;
13.4.2. All applicable Chinese laws and regulations;
13.4.3. The requirements set out in the Guidelines;
13.4.4. The requirements of IDGC set out in the Order and these Terms and Conditions;
13.4.5. Any sample and inspection report issued by IDGC;
13.4.6. Any applicable specification supplied by IDGC;
13.4.7. Labelled and marked in accordance with IDGC’ instructions (including those set out in the Guidelines) and any applicable laws or regulations.
14.1. The Supplier shall not unreasonably refuse any request by IDGC to inspect and test the Goods during manufacturing, processing or storage at the premises of the Supplier or any third party prior to shipment and the Supplier shall provide IDGC with all facilities reasonably required for inspection and testing.
14.2. IDGC has the right to authorize any person to inspect the Goods at the Suppliers premises or any other relevant location at any time before the shipment or delivery of the Goods.
14.3. IDGC or the Customer is entitled without reference to the Supplier, to commission an independent inspection on the Goods from a competent and independent agency at the Suppliers expense, and such report shall be evidence as to the quantity, quality, condition, description and specifications of the Goods and their conformity or non-conformity with the Order description, quality, specifications or samples in any proceedings between IDGC and the Supplier without such survey or being called as a witness. Any surveyor purporting to act as a Lloyd’s agent shall be deemed to be a competent and independent surveyor until the contrary is proved by the party alleging it. No inspection of the Goods prior to shipment or at the port of shipment shall constitute an acceptance by IDGC of the Goods or of their conformity with the requirements of the Order.
14.4. IDGC may inspect the Goods within seven working days upon the completion of the Goods and in such time as not to affect the delivery date. The Supplier shall, at its own expense, unconditionally replace the Goods which are defective or fail to conform in any way to the samples or the specification, or refund the full purchase price of those Goods, within seven working days upon the receipt of the notification of IDGC.
14.5. IDGC reserves the right to charge the Supplier for all transportation, meals and an hourly rate for re-inspections and inspections that do not qualify as been ready for inspection as per the Guidelines.
14.6. IDGC will supply an inspection report for all inspections conducted as per the Guidelines and submitted with an accept or reject rating, all rejected inspections may be re-inspected by IDGC. The Supplier must sign all Inspection Reports as acknowledgement of the conditions outline in the said report.
14.7. If IDGC is of the opinion, on the basis of a certified report referred to in clause 3 above of this Article or inspections carried out as per the Guidelines, that any of the Goods do not comply in all respects with the Order or are otherwise defective in any respect, IDGC shall at its sole discretion be entitled either to accept or reject such Goods and also, in the case of an installment contract, to repudiate the whole or any of the Contract. In the case of any rejected goods, the Supplier shall comply with the directions of IDGC either to refund the amount of any purchase price paid by IDGC, together with interest at the rate specified in by IDGC on the amount for the time being outstanding and non-refunded thereof for the period from the date of the payment of such purchase price to the date of IDGC receipt of such refund or to replace such Goods upon and subject to such terms and conditions as to shipment, delivery and otherwise as the IDGC shall stipulate.
14.8. If IDGC or the Customer raises no objection against the Goods within ten working days upon IDGC or the Customer receipt of the Goods, the Goods will be deemed qualified preliminarily which, however does not exclude the liability of the Supplier to guarantee the quality of the Goods in the Warranty.
14.9. The Supplier shall be liable in all respects for any rejected Goods from the time of notice the rejection is given by IDGC, without limitation, responsibility for their storage and collection from IDGC or the Customer for return to the Supplier or elsewhere.
15.1. The Goods shall be packaged as per Orders in a method applicable to the Goods. Packaging must be suitable for long-distance land, ocean, parcel post and air freight transportation which protects the Goods against moisture, mildew and brutal portage. Requirements as follows but not limited to;
15.1.1. Goods must be packed to Order.
15.1.2. Strong adhesive tape must be used to seal the carton; enough tape must be applied to ensure the carton will not open. Please note staples and nylon strapping must not be used to seal cartons.
15.1.3. The grade of cardboard used to manufacture the carton must be adequate for shipping, handling, stacking and product protection. Only new 5 ply card board cartons may be used.
15.1.4. Carton size must be chosen to closely fit the volume of contents or sized to specifications submitted in the technical documentation of the Goods. Incorrectly sized cartons will result in possible penalties due to excess freightage or reprocessing on receipt by the Customer.
15.1.5. Cartons including volume of contents must not exceed 20kg per carton.
15.1.6. Shipping marks must be displayed on all walls of the carton as per the Order. If not specified on the order the default markings should be as follows;
184.108.40.206. Style / Product number
220.127.116.11. Contract number
18.104.22.168. Carton number
22.214.171.124. Made in XXXX Country (Origin)
15.2. Any loss, damage or rejection arising out of improper packaging shall be borne by the Supplier. Any damaged, wet or crushed cartons will not be accepted at time of delivery, any delay arising from the rejection will be at the Suppliers expense.
16. Storage of Goods.
16.1. The Goods purchased by IDGC will be kept separate from other Goods in a storage area of the Supplier and marked “IDGC”. The Goods shall be stored in good condition, preventing from moisture, mildew, fire and any other harmful source.
17.1.1. “Delivery Date” is the date the Goods are delivered to the nominated party whether IDGC, Customer or otherwise, at the nominated delivery address.
17.1.2. “Shipment Date” is the date the vessel will leave; the Supplier must check the cargo cutoff date with the freight forwarder which may be several days earlier than the shipment date.
17.2. All Shipment Date and Delivery Dates are not merely estimates but are of the essence to the intent that IDGC shall be entitled to cancel the Order if any installment of the Goods are or is not shipped or delivered within the time limit specified in the Order.
17.3. Any alteration to the Delivery Date or Shipment Date of the Order must be received as an Order amendment.
17.4. If the Supplier is unable to comply with clause 2 of this article, IDGC may elect either to ship the Goods by air-freight, subject to the Supplier bearing the difference between sea and air freight or to cancel the order in respect of such Goods without prejudice to any claim that IDGC has against the Supplier for breach of contract and for damages, costs, claims and expenses which IDGC may suffer or incur as a result.
17.5. In the event of such cancellation of the Order, the Supplier shall immediately refund to IDGC any amount of the purchase price paid by IDGC for any undelivered Goods, together with interest on the amount for the time being outstanding and not refunded at the rate which IDGC certifies to be the rate which would represent its cost of funding such amount from a major bank in China for the period from the date of the payment of such purchase price to the date of IDGC receipt of such refunds.
17.6. Unless otherwise provided in the Order, the Goods shall be packaged properly and delivered wholly at the date expressed in the Order. If Goods are to be part delivered, the Supplier must have received an Order amendment or confirmation in writing from IDGC.
17.7. Upon the prior written consent of IDGC, the Goods may be delivered at a date earlier than that stated in the Order.
17.8. Unless a written consent of IDGC has been received, the Goods in the amount of which exceeds the Order tolerance may be rejected by IDGC at no cost to IDGC.
17.9. Issuing receipt by IDGC or its appointed agent to the Supplier or its appointed forwarder shall mean the receipt of the Goods only and not be deemed as the acceptance of the quantity and quality of the Goods.
17.10. Any indulgence, latitude or extension of time which IDGC may show towards the Supplier in relation to this Agreement or any matter or thing relating to or arising from it shall not in any way prejudice or interfere with IDGC rights under the Agreement and shall not constitute a waiver of it.
18.1. The method of transporting the Goods is subject to the Order. If there is no provision in the Order, the Supplier shall be responsible for transporting the Goods at its own cost to the place IDGC designates.
19. Import and Export.
19.1. The Supplier will comply with IDGC import / export procedure as specified on the Order, Goods will be imported / exported via the nominated channel by IDGC as follows;
19.1.1. IDGC exports the Goods
19.1.2. Supplier exports the Goods
19.1.3. Nominated third party exports
19.2. If the Supplier is the exporter, the Supplier must send the freight booking sheet to IDGC Import / Export department and the nominated freight forwarder before seven days prior to the export .
19.3. The Supplier must issue an estimate packing list for export clearance seven days prior to export. The packing list must include the quantity per size and colour, gross weight, net weight, CBM, carton dimensions and number of cartons. The Supplier must ensure the number of cartons listed on the packing list is correct.
19.4. If the Supplier is the importer or exporter, the Supplier is responsible for preparing and processing the following documents and all associated costs;
19.4.1. Customs Entry.
19.4.2. Completed details Customs Declaration form
19.4.3. Completed details Customs Declaration instruction form
19.4.4. Completed details Customs Register Sheet – Export Tax Refund Form
19.4.5. Customs invoices
19.4.6. Packing List
19.4.7. China inspection certificate
19.4.8. Customs Entry book
19.4.9. Certificate of Origin
19.4.10. Quota License (as required)
19.4.11. Australian Quarantine and Inspection Certificate (as required)
19.5. If IDGC or a nominated party is the exporter, the supplier is responsible for preparing and processing the following documents and all associated costs.
19.5.1. Packing List
19.5.2. China inspection certificate
19.6. The Supplier must insure the cargo is delivered to the nominated freight forwarders airfreight or sea freight warehouse prior to the designated cutoff time specified by the freight forwarder. Any cost resulting from late delivery will be borne by the Supplier.
19.7. The Supplier must send to IDGC within 24 hours of export a ‘copy’ set of documents comprising Commercial Invoice, Packing List and Bill of Lading.
19.8. For all IDGC and related company shipments, the original documents are to be handed over to IDGC upon payment receipt unless processed through a documentary credit.
20. Export License / Quota.
20.1. If the Supplier is the ‘exporter’ of Goods to the United States or European Union countries, the Supplier will be responsible for;
20.1.1. Assigning the correct HS code as per China Customs regulations to the Goods, and supply quota matching the correct HS number and/or CAT code.
20.1.2. Unless otherwise specifically agreed in writing, the Supplier shall be responsible for providing and for ensuring the accuracy of all necessary export licenses, certificate of origin, quotas and other certificates of a similar kind, description and any other export documentation, including single and multiple country of origin declarations. Failure to do so will entitle IDGC, at its discretion and without prejudice to its other rights and remedies against the Supplier, to withhold payment for the Goods or to cancel the Order.
20.1.3. In any and all events, the Supplier guarantees the genuine and true origin of the Goods and undertakes that any sub-contracting arrangements made by the Supplier concerning the production of the Goods shall be made only with prior written approval by IDGC.
20.1.4. If at any time IDGC faces any administrative action referred to in the Certificate of Origin, which results in any forfeiture or surrender of quota due to infringement of textile origin or export control rules or, if any penalty or punishment is imposed upon IDGC or Customer any of its Customer, officers, agents and employees by any competent court or authority under any applicable laws and regulations and which forfeiture, surrender, penalty or punishment is caused by or arising out of any false or inaccurate information as to the origin of the Goods or otherwise provided by or through the Supplier or its sub-contractors, irrespective of whether such information is known to the Supplier as being false or inaccurate, the Supplier agrees to be wholly responsible to IDGC for the loss of that quota and all losses and expenses sustained and incurred (including legal costs on a full indemnity basis) and compensate IDGC fully in respect thereof and upon demand pay IDGC all costs and expenses incurred by IDGC including the replacement of the lost quota.
21.1. The Supplier shall be responsible for the insurance and its kinds in order to hold IDGC raw materials, components or Goods harmless from any damage caused due to outside or natural factor. The insurance shall cover at least general property, transportation risk and third party liability. The Supplier undertakes that insuring the Goods will not constitute the exemption of the obligations of the Supplier in the Terms and Conditions.
22.1. The Supplier irrevocably warrants to IDGC;
22.1.1. That It is an enterprise duly established and legally existing under the law of China. It has full power to enter into, perform and comply with its obligations under the Terms and Conditions. Upon execution and delivery of the Terms and Conditions, it will constitute valid and legally binding obligations on the Supplier;
22.1.2. That the execution, delivery and performance of the Terms and Conditions do not conflict with any contract which the Supplier is one party. Up to the date of the signature of the Terms and Conditions, no litigation, arbitration, administrative proceeding or material adversity is current, or pending or threaten to restrain its exercise of its rights and/or performance or enforcement of its obligations under the Terms and Conditions and any of other contracts to which it is a party.
22.1.3. That all information supplied by it to IDGC in accordance with the Terms and Conditions is true, complete and accurate.
22.1.4. That the Goods shall be of merchantable quality and fit for any purpose which IDGC makes known to the Supplier or is otherwise held out by the Supplier;
22.1.5. That the Goods shall be free from defects in design, material and workmanship;
22.1.6. That the Goods shall correspond with any relevant specification or sample;
22.1.7. That the warranty term of the Goods, unless otherwise provided in Order or Guidelines, will be XX days from the delivery of the Goods.
22.1.8. That the Goods shall comply with all statutory requirements and regulations, including any applicable product information standards;
22.1.9. It has the right to sell the Goods free from all encumbrances and that IDGC will enjoy quiet possession of the Goods;
22.1.10. The Goods shall comply with all requirements of IDGC (including labeling requirements) set out in the Guidelines;
22.1.11. It is the owner or licensee of the intellectual property rights (save for the Trade Marks) subsisting in the Goods;
22.1.12. No use or sale of the Goods by IDGC or its Customer (including the use of representatives of the Goods in promotional material) shall infringe upon the intellectual property rights of any third party;
22.1.13. It shall not supply to any other party Goods made to the same, or substantially similar, design as the Goods supplied to IDGC;
22.1.14. Without limiting paragraph (viii), it shall not supply products or materials whose use, sale or promotion for sale would constitute an infringement of the intellectual property rights subsisting in the Goods without the prior written consent of IDGC; and
22.1.15. It shall not use any Trade Mark:
126.96.36.199. except in accordance with written instructions given by IDGC;
188.8.131.52. in relation to any product other than Goods; and
184.108.40.206. in any other manner whatsoever.
22.2. If Goods bearing a Trade Mark are rejected or not delivered to IDGC, or the Customer, or any other party designated by IDGC, the Supplier shall:
22.2.1. ensure that labels or swing tickets bearing or consisting of a Trade Mark are removed from the Goods before they are resold;
22.2.2. If the Goods are also marked with a Trade Mark, sell those Goods to a third party only for sale other than the destination country or where that brand has no penetration and the Supplier shall procure that the third party will only sell those Goods in that country.
22.3. The Supplier shall indemnify IDGC in full against liability, loss, damages, costs and expenses (including legal expenses on an indemnity basis) awarded against of incurred or paid IDGC as result of or in connection with any:
22.4. Breach of any warranty given the Supplier in relation to the Goods (including the warranties set out in Clause 1 of this Article);
22.5. Claim that the Goods infringe, or their importation, use, sale or resale, infringes, intellectual property rights or other rights of any other person;
22.6. Action, claim, demand or liability arising from a claim (including of and implied warranty) under International Trade Practices or similar legislation in respect of the Goods;
22.7. Any act or omission of the Supplier, its employees, agents or sub-contractors in supplying and delivering the Goods; and
22.8. Any defect or fault or alleged defect or fault in the Goods, including any claim which may be brought in respect of the above matters by a purchaser or user of the Goods of which a good forms part.
23. Return and Replacement.
23.1. The Supplier is responsible for the repair, return or replacement of the defective Goods in the warranty term. The Supplier shall indemnify fully and keep IDGC and any third party harmless from any physical injury or property damage arising out of the quality of the Goods.
23.2. Without prejudice to any other remedy, if any Goods are found in any location to be in breach of any warranty or representation of the Supplier or are otherwise not in accordance with the Order, IDGC shall be entitled:
23.2.1. To require the Supplier to repair the Goods or to supply replacement Goods in accordance with the Terms and Conditions within the time period specified by IDGC;
23.2.2. To require the Supplier, at the Supplier expense, to accept the Goods for return and refund any Price paid by IDGC in respect of the Goods;
23.2.3. If the Supplier fails to repair the Goods within the period referred to in paragraph i), to rectify any defect in the Goods at the Supplier’s expense and set off such expenses against any amount due to the Supplier; or
23.2.4. At IDGC sole option and whether or not IDGC has previously required the Supplier to repair the Goods or supply any replacement Goods, to treat the Order as discharged by the Supplier’s breach and require the repayment of any part of the Price, if any, which has been paid in respect of the relevant Goods.
24. Tax and Cost.
24.1. The fee, costs and taxes arising out of the negotiation, signature and performance of this Terms and Conditions shall be born respectively by the Supplier and IDGC.
25. Independent Contractor.
25.1. The Supplier and IDGC are an independent party, each hereunder. One party has no status of the agent, representative, licensee or partnership of the other party.
26.1. The Supplier whilst in a business relationship with IDGC and for a one-year period proceeding the last Order, the Supplier may not directly or indirectly solicit, agree to perform or perform services of any types, for any of IDGC Customer. Should the Supplier violate this non-competition policy, the Supplier will be liable for all and any loss or remedies incurred by IDGC.
27.1. The Supplier shall not at any time encourage Charles Parson employees to join the Supplier or any other entities with which the Supplier is associated. The Supplier is also restricted in assisting any third parties in such actions. Should the Supplier violate this non-competition policy, the Supplier will be liable for all and any loss or remedies incurred by IDGC.
28.1. Either of the parties shall keep the Commercial Secret of the other party non-disclosed. During the term of this Terms and Conditions and for a period of five years after termination or expiration of this Terms and Conditions, either of the parties shall use the other party’s Commercial Secrets only for the purpose of this Agreement and shall not disclose the Commercial Secret to any third party, and shall not use the Commercial Secrets for any other purpose. Commercial Secrets do not include those accessible through public domain at the time when one party gets the Commercial Secrets from the other.
29. Intellectual Property.
29.1. The Supplier undertakes that all the intellectual and industrial property and know-how provided by IDGC for the Supplier’s performance of this Terms and Conditions shall be possessed proprietarily by IDGC and its affiliated companies. The Supplier will use the above intellectual and industrial property and know-how only for the purpose of this Terms and Conditions and will not use them for any other purpose.
29.2. The Supplier undertakes that the Goods will not infringe the intellectual property of any third Party. In case of any claim raised by any third party against whether the Supplier or IDGC, the Supplier shall be liable for all the costs and fees arising out of such claim, including but not limited to proceedings fee, legal fee and compensation.
30.1. If any clause and/or article hereof are deemed invalid, void or unenforceable for any reason by court of competent jurisdiction, arbitration commission or legal authority, the remaining parts hereof still remain full.
31.1. In case of the occurrence of any of the following events, one party has the right to inform the other party of terminating the Agreement by a seven-day written notice:
31.1.1. either of the parties applies for or is applied for, or any proceeding is commenced for the winding-up, insolvency, dissolution or bankruptcy of that party;
31.1.2. either of the parties stops its business, or is withdrawn or suspended by any governmental authority because of its illegal business activities;
31.1.3. assets or property of either of the parties the value of which exceeds 50% of the registered capital is frozen, detained or enforced by courts or legal authority.
31.2. In case of the occurrence of any of the following events, IDGC has the right to terminate the Agreement by a seven-day written notice:
31.2.1. failure or delay in shipment or delivery of any of the Goods up to “XX” days;
31.2.2. any warranty or representation of the Supplier under the Terms and Conditions is proved to be incorrect, misrepresented or untruth;
31.2.3. the Supplier fails to observe or perform any of its obligations under the Terms and Conditions and the Supplier does not remedy it to IDGC satisfaction within fifteen (15) days of the date on which IDGC requested such remedy;
31.3. The termination of the Agreement will not affect or prejudice any right of IDGC under the Agreement.
32. Applicable Law and Dispute Settlement.
32.1. This Terms and Conditions is governed by and constructed in accordance with Chinese laws and regulations. In the event that there is no law or regulation available in China governing a particular matter relating to this Terms and Conditions, reference shall be made to general international commercial practice.
32.2. Any disputes arising out of or in connection with this Terms and Conditions may initially be settled by both parties through friendly consultations. If the dispute is not settled with thirty days from the date of the occurrence of the dispute, it will be submitted to and finally settled through arbitration by “Relevant jurisdiction”. Any award made by the Arbitral Tribunal is final and binding on both parties. The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration award.
33.1. In case that the Supplier delays in delivering the Goods, it will pay late fee, namely 10 percent per week of the price of undelivered Goods. When such delay is up to 14 days, IDGC has the right to cancel the Order and require the Supplier to pay 20 percent of the price of undelivered Goods as liquidated damages. In the event another Article is prevalent, with out prejudice to this clause, the other Article maybe enforced.
33.2. Either of the parties shall indemnify fully the other party for any loss incurred by the breach of any of its obligations hereunder. However, neither of the parties is liable for the special, indirect or consequential damage or profits loss of the other party.
34.1. Any notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at the address specified on the Order or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Such notice may be given by personal delivery, facsimile, email or recorded delivery post.
35.1. All rights given to IDGC by this Agreement may be exercised by any affiliated company of the parent IDGC Ltd.
36. Standard Form.
36.1. This Terms and Conditions is concluded by both Parties through normal commercial negotiation and friendly consultation pursuant to the principle of equality and mutual benefits, which shall not be deemed in any aspect as standard form from IDGC of the sale and purchase of Goods.
- ID Global Concepts (“IDGC”, “We” or “Us”) must be changed to your company to become effective.
- Your businesses lawyer must verify this document prior to use that it is relevant to your territory jurisdiction.
- Both parties to this agreement must execute the agreement by authorised representatives.
- Due to formatting some references maybe incorrectly numbered.
ID Global Concepts are experts in supply chain management. We add value to your supply chain through consultancy or management contract to ensure the business has the best practice systems that are the right fit for your business, customer and meet your value expectations.
We have worked with and delivered apparel and accessories product and systems to numerous retailers globally over the last ten years as follows;
ID Global Concepts are experts in supply chain management. We add value to your supply chain through consultancy or management contract to ensure the business has the best practice systems that are the right fit for your business, customer and meet your value expectations.