Supplier Terms and Conditions

1. In these terms and conditions:

Agreement” and/or “Terms and Conditions” means the agreement constituted by these terms and conditions, and any other written terms and conditions from the Buyer relating to the supply relationship between the parties and which are agreed by both parties, notwithstanding any provisions to the contrary which may appear on invoices or any other documentation issued by the Supplier.

Sales Agreement” means the agreement constituted by the Sales Agreement which is signed and/or stamped by both parties (the Buyer and the Supplier), notwithstanding any provisions to the contrary which may appear on invoices or any other documentation issued by the Supplier.

“Quality Control Checklist” means the documents which specifies which points the Product, Service and/or manufacturing process of the Supplier will be controlled before, during and/or after production by either a representative of the Buyer or a third-party assigned by the Buyer.

Confidential Information” means any information provided by the Buyer to the Supplier concerning its product requirements, product specifications, business, customers (including customer names, contact details, product requirements, product spend details, the types and specifications of products and service supplied by the Buyer to its customers, the prices and terms on which the Buyer provides products and services to its customers), contracts, system and system access details, customer ordering and business software, product cost and pricing, sales methods and techniques, sales figures, marketing plans, budget and other financial information, employee details, internal business policies and procedures, and any information generated during and as a result of the Agreement (including any pricing arrangements, rebate deals, settlement discounts, terms of payment, other terms of trade, joint marketing plans and artwork, design and specifications for any products manufactured specifically at the Buyer’s request), but does not include:
(a)   information or knowledge which is already publicly known, or which subsequently becomes generally publicly known other than as a direct or indirect result of a breach of this Agreement; or
(b)   information or knowledge which is required to be disclosed by law.

Buyer” means Galaxy Athletics.

Supplier” means any organization or persons who provide Products and Services to the Buyer.

Products” means goods of the type customarily supplied by the Supplier and ordered by the Buyer from the Supplier from time to time.

Services” means the services which the Supplier is to provide to the Buyer, ancillary to the supply of the Products, and as otherwise requested by the Buyer from time to time.

“Agreement Reference Number” means the specific number mentioned on the Sales Agreement to which the Buyer and Supplier agreed to. This number is to be referred to on any documentation (including invoices from the Supplier) which require identification by it. If any reference is made to a Sales Agreement, it refers explicitly to the Sales Agreement between Buyer and Supplier with the applicable Agreement Reference Number.

“Purchase Order” and/or “Purchase Orders” means the commercial documents and first official offer issued by the Buyer to Supplier indicating types, quantities, agreed prices and Incoterms for Products and/or Services. It is used to control the purchasing of products and services from external suppliers.

These Terms and Conditions applies to:

1.1   any Products or any quotations for or offers to supply Products; and/or
1.2   any Services or any quotations for or offers to supply Services; and/or
1.3   any separate Sales Agreement signed by both Buyer and Supplier; and/or
1.4   any other services in connection with Products (including installation and maintenance services) (“Other Services“), provided to the Buyer.
By providing Products or Services to the Buyer, the Supplier indicates its acceptance of all the terms and conditions in these Terms and Conditions.

2. The Sales Agreement with the Supplier is non- exclusive, and the Buyer may engage any other person and/or organization to provide the Products and/ or Services or similar products and services from time to time.

3. These Terms and Conditions and the Sales Agreement does not oblige the Buyer to order any Products from the Supplier. A binding contract for the supply of Products only arises when the Supplier receives either a purchase order signed by an authorized representative of the Buyer or, where electronic trading has been implemented, an electronic order that complies with all the security and verification procedures established by the parties. The Supplier is deemed to have accepted a purchase or electronic order if the Supplier does not reject the order within 48 hours of receiving it.

4. These Terms and Conditions does not in any way imply a principal and agent or any similar relationship between the Buyer and the Supplier.

5. Invoices will be paid within 14 days after receiving the invoice, or such other time period agreed by the parties on the Sales Agreement, provided that the invoice is correctly rendered, and complies with the Buyer’s order. In the event of any claim by the Buyer against the Supplier, payment may be withheld until such claim is resolved.

An invoice is correctly rendered if:

(a)   the specified amount is correctly calculated, with the correct unit prices, and is otherwise due for payment;
(b)   the invoice is set out in a manner that enables the Buyer to ascertain the Products and/or Services and services to which the invoice relates;
(c)   the invoice is accompanied (where necessary or where reasonably requested by the Buyer) by verifying documentation;
(d)   the invoice is addressed to the address notified by the Buyer from time to time; and
(e)   the invoice includes the Buyer’s order number, the packing slip/delivery note number; any discounts applicable and reflects payment terms in accordance with the Sales Agreement.

6. Credit Notes must be presented by the Supplier bearing the same address and layout details as an invoice.

7. The Supplier warrants that all Products and/or Services supplied under the Sales Agreement:

(a)  are free from any contamination;
(b)   comply with all relevant:

i) health;
ii) product packaging;
iii)    transport, handling and storage;
iv) environmental;
v) weights and measures, and all other relevant legislation, regulations and other requirements of the REACH policy and all EU, standards and industry codes of practice which apply to the textile industry;

(c)   conform with the description given by the Supplier;
(d)   conform with the specifications and the quantities stated in the relevant purchase order, Spec Sheets and with any samples provided, and otherwise meet the requirements of a purchase order;
(e)   correspond with any sample in quality;
(f)    are free from defects in workmanship and materials, of merchantable quality, free from defect or delivery, and are fit for the purpose and use for which they are acquired;
(g)   are free from any lien or encumbrance, and the Supplier has good marketable title to them; and
(h)   shall, for the lifetime of the product, perform at a level consistent with the Buyer’s specifications and representations as to functionality and suitability for purpose, and otherwise satisfy and comply with the terms of any product warranty supplied with the product.

8. The Supplier warrants that it will:

(a)   always provide the Products and/or Services exercising due care, skill and judgment, in a proper workmanlike manner, and in accordance with the Buyer’s specifications;
(b)   provide the Products and Services in the time-frames specified in the Sales Agreement and Purchase Orders or as otherwise specified by the Buyer;
(c)   ensure that all methods and procedures employed in performing the Services and supplying the Products are ethical and are, where possible, best practice methods and procedures currently employed in the industry;
(d)   ensure that only qualified and experienced personnel work on the provision of the Products and Services;
(e)   provide the Products and Services in accordance with all the Buyer’s reasonable requirements and directions;
(f)   prepare and submit to the Buyer such reports as are required as to the Supplier’s performance as and when required by the Buyer;
(g)   ensure that in providing the Products and Services all applicable laws and regulations are complied with; and
(h)   ensure that no act or omission of the Supplier may or may be likely to prejudice or harm the interests of the Buyer.
(i)   allow inspections by agents of the Buyer or third-party inspectors hired by Buyer on-site for the inspection of the quality of the to be delivered Products.

9. Without limiting the application of any other clause, the Supplier warrants that:

(a)   the Services and the results thereof will be free from defect or deficiency for a period of 4 months from the date at which they are completed;
(b)   it understands all risks, difficulties, contingencies and other matters relating to performing the Services, providing Products and these Terms and Conditions and can comply with the same;
(c)   it has the resources, skill, competence, expertise, experience, knowledge and ability necessary to supply the Products and/or Services in accordance with these Terms and Conditions;
(d)   it will provide all necessary on-site and off-site personnel needed to ensure it effectively meets its obligations under these Terms and Conditions;
(e)   the personnel engaged by the Supplier in the performance of the Sales Agreement are duly qualified to and will perform their obligations in a careful, skillful and diligent manner; and;
(f)    it will have or will at its expense acquire all licenses, permission, permits or authority required to perform the Services and supply the Products, including all intellectual property rights needed.

10. In the event of any breach of clauses 7,8 or 9, and without limiting any other rights or remedies which may be available to the Buyer, the Supplier will, at the request of the Buyer, either provide the Products or Services again free of charge, rectify or pay the cost of rectification of any deficiency in the Products or Services, provide the Buyer with a credit in respect of the defaulting Products or Services or repay to the Buyer the price of the defaulting Products or Services. The Supplier must pay the cost and bear the risk of storing, handling and returning any Products rejected by the Buyer under clauses 7, 8 or 9.

11. The Supplier shall be liable for and shall indemnify the Buyer for all direct and indirect losses, damages and costs (including, but not limited to, any sums which are paid or payable by the Buyer to third parties and all economic and consequential losses) sustained or incurred by the Buyer as a result of the manufacture and/or supply of Products which do not comply with the warranties set out in clauses 7, 8 and 9. The said liability of the Supplier shall not be affected by any failure by the Buyer to inspect the defective Products upon or after delivery of the same or any failure by the Buyer to detect or discover the defect, whether or not such failure to inspect the Products or failure to detect or discover the defect was unreasonable or negligent in the circumstances, and it shall not be competent for the Supplier to assert or set up such a failure to inspect the Products or such a failure to detect or discover the defect or claim, action or suit by the Buyer in respect of the manufacture and/or supply of the defective Products.

12. (a) Without limiting the generality of clause 11 hereof, in the event that any Products supplied to the Buyer by the Supplier fail to comply with the warranties set out in clauses 7, 8  and 9 and this necessitates a recall of any product or thing incorporating the defective Products, the Supplier shall indemnify, protect and hold harmless the Buyer against all actions, claims, demands, expenses, costs and liabilities incurred or arising as a consequence of an such recall and without limiting the generality of the foregoing, the Supplier shall reimburse the Buyer for all costs and expenses incurred by the Buyer whether directly or indirectly as a result of or in connection with any such recall.
(b)   For the purposes of sub-clause 12(a) above, costs and expenses incurred by the Buyer indirectly as a result of or in connection with any recall shall include any costs, damages or other moneys paid or payable by the Buyer to any other party as a result of or in connection with such recall.

13. The Supplier must transport or arrange for transport of Products to the required delivery destination as agreed upon in the Sales Agreement between Buyer and Supplier. Be it the port of export, or the end-delivery address:

(a)   complying with the terms of a Purchase Order and the Buyer’s instructions, and in any event, within the time frames specified in a purchase order;
(b)   by a method which provides adequate protection to the Products and prevents product deterioration; and
(c)   accompanied by a delivery note clearly showing the following:

i) the Buyer’s order number;
ii) description of Products and/ or Services;
iii)  quantity ordered, quantity received on this delivery; and
iv) quantity on backorder.

(d)  the appropriate paperwork should be prepared and provided to the Buyer in a timely manner so that the export/import process runs smoothly.

14. The Buyer may change delivery schedules or delivery dates specified in a purchase order. The Supplier acknowledges that time is of the essence in delivering the Products.

15. Subject to clause 10, risk in and title to the Products will pass to the Buyer upon receipt of the Products by a duly authorized Buyer representative into the Buyer’s nominated warehouse or the agreed upon point of delivery in the Purchase Orders.

16. The Supplier will be solely responsible for and solely bear:

(a)   the payment of remuneration to all its employees, agents and Suppliers, including salaries and wages, annual leave, sick leave, long service leave and all other benefits to which any of them may be entitled under any contract of service with the Supplier or under any award, statute or common law;
(b)   the payment of all taxes and duties in respect of that remuneration and benefits;
(c)   maintenance of, and the costs in respect of the maintenance of, adequate insurance in respect of workers’ compensation and all other risks appropriate to the duties of the employees, agents and Suppliers; and
(d)   compliance with, and all costs of compliance with, all other statutory, award or other legal or contractual requirements with respect to its employees, agents and suppliers.

17. The Supplier will and does indemnify the Buyer from and against any claim against or loss, cost or expense incurred by the Buyer arising out of any failure by the Supplier to comply with clause 16, or any allegation that there is any obligation on the Buyer to make any of the payments referred to in this clause, or any allegation of an employment relationship between the Buyer and any employee or consultant of the Supplier.

18. The Buyer reserves the right to deduct from the Supplier’s invoices and fees any taxes or other such deductions the Buyer may consider necessary having regard to its legal obligations to make such payments in respect of the Supplier, the Sales Agreement and these Terms and Conditions.

19. The Supplier acknowledges and agrees that the Buyer shall be the sole and exclusive owner of all intellectual property rights related to any and all Products, inventions, discoveries, modification innovations, enhancements, improvements, know-how, computer programs, screen displays, integrated circuits, adaptations, documentation, specifications, designs and all other works, articles, concepts or ideas developed, made, written, created, discovered or designed by the Supplier commissioned, its employees, agents and Suppliers, in the course of, or for the purposes of, providing the Products and Services for the Buyer(including all samples, drafts, molds, artwork, designs, film and proofs). The Supplier hereby assigns such intellectual property rights to the Buyer and agrees to execute such further documentation as the Buyer considers necessary in order to support this assignment of intellectual property rights. This clause does not affect the ownership of pre-existing intellectual property which shall continue to belong to its rightful owner, provided that the Supplier will ensure the Buyer has the non-exclusive perpetual free right to use the same for the purposes of these Terms and Conditions. Except for the purposes of these Terms and Conditions, the Supplier is not permitted to do any of the following, whether directly or indirectly through another person or entity, without the prior written consent of the Buyer:

(a)   reproduce or manufacture, whether for sample purposes or otherwise, any product the intellectual property rights in which belong to the Buyer;
(b)   reproduce, copy or display the image of any product the intellectual property rights in which belong to the Buyer; or
(c)   give away, deal with, or sell any product the intellectual property rights in which belong to the Buyer.

The Supplier must return all product, documents and other materials, the intellectual property rights in which belong to the Buyer, on request, or otherwise upon termination of the supply relationship and the Sales Agreement.

20. The Supplier undertakes and agrees not to, at any time either during the term of the Sales Agreement or after termination of the Sales Agreement, either directly or indirectly, without prior written consent of the Buyer:

(a)   disclose or permit (to the extent that it is within its control) the disclosure of, the Confidential Information to any person; or
(b)   use or permit (to the extent that it is within its control) the use of the Confidential Information to compete with the Buyer, or in any manner which may injure or cause loss to the Buyer.

The Supplier undertakes and agrees to use the Confidential Information only during the course of, and for the purposes of, the provision of the Products and Services to the Buyer under these Terms and Conditions and the Sales Agreement.

21. The Supplier agrees to and does indemnify the Buyer against any action, suit, claim, demand, cost or expense arising out of or referable to:

(a)   any breach of these Terms and Conditions or any warranty contained in these Terms and Conditions by the Supplier, its officers, employees or agents;
(b)   any breach of the Sales Agreement or any warranty contained in the Sales Agreement the Supplier, its officers, employees or agents;
(c)   any infringement or alleged infringement by the Products, the Services or any materials and information provided by the Supplier under these Terms and Conditions of a third party’s intellectual property rights;
(d)   any damage, injury or loss caused by or resulting from any act or omission of the Supplier, its employees, agents or Suppliers; and
(c)   all injury, loss or damage sustained by any officer, employee, agent or supplier of the Supplier incurred whilst performing obligations under these Terms and Conditions.

22. The Supplier must have in place sufficient insurances to cover its potential liability under the Sales Agreement and these Terms and Conditions. Upon request the Supplier will provide the Buyer with evidence of the currency and adequacy of such insurances.

23. These Terms and Conditions and the Sales Agreement may be terminated by the Buyer at any time in its discretion by 14 days’ notice to the Supplier. The Supplier will have no claim against the Buyer for damages or loss of profits arising out of or relating to the termination of these Terms and Conditions and Sales Agreement by the Buyer.

24. The Buyer may at its sole discretion terminate the Sales Agreement by giving notice effective immediately if at any time:

(a)   the Supplier is in breach of any of the terms of these Terms and Conditions; or
(b)   the Supplier is or becomes bankrupt, or goes into liquidation, or makes a composition or arrangement with creditors generally, or takes advantage of any statute for the relief of insolvent debtors or an event referred to in Clause 32 occurs.

25. Termination of the Sales Agreement or these Terms and Conditions will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, the Sales Agreement or these Terms and Conditions.

26. On termination of the Sales Agreement or otherwise on demand, the Supplier will return to the Buyer all documents and materials containing any Confidential Information or intellectual property of the Buyer and any other property belonging to the Buyer, including that created during the provision of the Products and Services. On or prior to termination, the Supplier will, within 14 days of request by the Buyer, do all such things as may be necessary to ensure the smooth and orderly transfer of the Confidential Information and intellectual property and the supply of the Products and Services to another provider.

27. Failure or omission by the Buyer at any time to enforce or require strict or timely compliance with any provision of these Terms and Conditions or the Sales Agreement will not affect or impair that provision, or the right of the Buyer to avail itself of the remedies it may have in respect of any breach of a provision, in any way.

28. The Buyer may set off or deduct from any amount due and owing by it to the Supplier any amounts or compensation which the Buyer, in good faith, believes are due and owing by the Supplier to the Buyer. Before doing so, senior management of the Buyer will, in good faith, discuss and attempt to resolve any issue relating to the set off, with the Supplier.

29. These Terms and Conditions are governed by, takes effect and will be construed in accordance with the laws of Peoples Republic of China and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Peoples Republic of China and courts entitled to hear appeals therefrom.

30. The Supplier must comply with, and ensure its employees, agents and sub-Suppliers comply with all applicable laws and regulations governing its business operations including, but not limited to, equal opportunity and discrimination laws, and occupational health and safety laws.

31. The Supplier must comply with, and ensure its employees, agents and sub-Suppliers comply with all applicable laws and regulations governing its business operations including, but not limited to, equal opportunity and discrimination laws, and occupational health and safety laws.

(a)   an assignment for the benefit of creditors or an arrangement under any law concerning bankruptcy or insolvency;
(b)   where the Supplier is a body corporate, a resolution for winding up;
(c)    attachment of any assets or other execution;
(d)   the acquisition by any of the Buyer’s competitors of an interest of any kind in the ownership of the Supplier, or the involvement of any of the Buyer’s competitors in the management or control of the Supplier;
(e)   a material changes in the Supplier’s management;
(f)    insolvency or suspension of payments by the Supplier’s bankers or appointment of a receiver of any part of the Supplier’s undertaking, assets or income; or
(g)    disasters or other events which may make it difficult for the Supplier to have available products to meet Purchase Orders for the Products which the Buyer may place under the Sales Agreement.

32. The Buyer or a by the Buyer assigned agent may enter the Supplier’s premises during business hours on giving a minimum of one day’s notice to inspect any raw materials, manufacturing process, packaging, batching, recording or transport facilities or motor vehicles used in forming, manufacturing, handling, packaging or transporting the Products or providing the Services, and to inspect the Supplier’s records to verify compliance with the Sales Agreement and these Terms and Conditions.

33. The Supplier shall not sub-contract or otherwise arrange for another person to perform any part of the Sales Agreement or to discharge any of its obligations under any part of the Sales Agreement without the prior written consent of the Buyer. If the Buyer consents to a sub-contract, the Supplier shall not be relieved of any of its liabilities or obligations under the Agreement and these Terms and Conditions and the Supplier shall be liable to the Buyer for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub- contractor as if they were the acts, defaults or neglects of the Supplier or the employees or agents of the Supplier.

34. Unless the parties specifically agree to the contrary in writing in the Sales Agreement, the prices for the Products include delivery, all taxes imposed on the Supplier, all importation costs including but not limited to customs duty and related customs charges, freight forwarding costs, inland charges, ocean and or air freight costs, quarantine charges, fumigation fees, tail gate fees, bond store and terminal storage fees and an associated agency fees.

35. In case this contract is drawn and signed and/or stamped in multiple languages, and any confusion arises regarding the implication of the text, the English version always prevails.

36. If any of these terms and/or clauses are held to be invalid, void, unenforceable or illegal for any reason, the remainder of these Terms and Conditions will otherwise remain in full force and effect apart from such provisions which will be deemed deleted or modified to overcome that objection.

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Updated 30/Sept/2019