1)    General info and definitions

a)      These terms are for placing orders for production or buying of products, B2B. The purpose by having clear rules is to avoid problems in later stage and optimize prices.  Without clear terms and conditions price will be higher.

b)      The company buying the products are known in this text as BUYER. This includes if the Buyer is an individual and also if the buyer in his turn sell the goods to a third party.

c)       The company selling the products to the BUYER is known as the SUPPLIER.

i)        This apply regardless the SUPPLIER is the manufacturer or use sub contractors for the supply of the products.

d)      With the expression PRODUCT includes all products and services that the SUPPLIER sell to the BUYER.

e)      With the expression HE, HIMSELF and HIS in this text will also include the SHE, HERSELF and HER.

f)       With the expression IN WRITING includes

i)        E-mail

ii)       Letter

iii)     Document or CD/DVD handed over to the other part.

iv)     Fax

g)      With the expression SUB CONTRATOR in these terms includes:

i)        Manufacturer, other than SUPPLIER, supplying to the SUPPLIER.

ii)       Wholesalers, traders and shops, other than SUPPLIER, supplying to the SUPPLIER.

iii)     Contractors delivering material, printing, parts or other services to the SUPPLIER or other sub contractor in order to produce and pack the product.

h)      The order process is divided into the following periods and events:

i)        With the expression PRE ORDER TIME means the time before the order is placed. During this period the BUYER and the SUPPLIER exchange info and requests on product/products without committing to place an order or deliver.

ii)       With the expression QUOTATION means the Suppliers offer including price to the Buyer.

iii)     With the expression PLACING THE ORDER means:

(1)    When the BUYER in writing inform the SUPPLIER of his decision to buy one or more products. This means that the BUYER has committed himself to buy the product or products from the SUPLLYER. 

(2)    When the BUYER makes the down payment for the order. The date the down payment reaches the SUPPLIER bank account is the date used for calculating the delivery time.

(3)    When the Buyer has given all info needed to the Supplier. This includes the VAT or local tax number of the Buyer. This date when full info has been given is also a part of calculating delivery time.

iv)     With the expression ORDER CONFIRMATION means that the Supplier accepts the Buyers order in writing. 

v)      AFTER ORDER TIME means the period from the order is placed to the products are shipped.

vi)     SHIPPING TIME means the period from products are shipped from the SUPPLIER or elsewhere and to products arrive at the final destination.

(1)    FINAL DESTINATION means

(a)    In the case of AIR FREIGHT the receiving airport.

(b)   In the case of SURFACE transport including sea transport the receiving port or truck depot or other such place.

(c)    In the case of courier the final couriers centre at the destination. 

(d)   In the case of post parcel the final post office or parcel centre.

(e)   In the case the BUYER is responsible for the transport (and then regardless of previous points), the SUPPLIERS place whenever packing is done and shipment ready to be picked up.

(2)    ARRIVE AT THE FINAL DESTINATION means the date the product or products arrive to the final destination regardless the Buyer physically takes the gods in position or not.

vii)   GUARANTEE TIME means 8 days from the product has arrived to the final destination.

viii)  AFTER GUARANTEE TIME means the period after the 8 days guarantee time.

i)        The different product types:

i)        BUYERS ORIGINAL, product sample given by the Buyer to the Supplier.

ii)       The following different Suppliers production samples used when produced on order exists:

(1)    G1 SAMPLE, sample made for internal use by or for the Supplier. Such sample may not be made of the same material etc as final product. Purpose to evaluate costs, product planning, etc.

(2)    G2 SAMPLE, sample made “as close as possible” for the Buyer to evaluate and comment a product. Often a sample cannot be made in final material before an order is placed or before all material is in house – then G2 Samples can be produced.

(3)    G3 SAMPLE, sample exact or almost exact as the planned production.

(4)    PRODUCTION SAMPLE, sample produced as per order by the manufacturer.

iii)     BUYING SAMPLE is a sample from existing products, used when the Buyer wants to buy ready made products.

iv)      ORDER PRODUCTS means products produced for an order or products bought for the Buyer by the Supplier.

v)      DELIVERED PRODUCTS means products shipped by the Supplier to the Buyer.

vi)     REJECTED PRODUCTS means delivered products that the Buyer has done reclamation for.

(1)    With the expression REJECTED means that the Buyer has filed a complain and not accepted the product.

(2)    With the expression PERMANENT REJECTED means that the Supplier has agreed to the rejection.

(3)    With the expression NOT ACCEPTED REJECTION means that the Supplier has not accepted the rejection done by the Buyer.

j)        Different types of orders

i)        MADE ON ORDER or MANUFACTURED for the Buyer means that the product is produced only after the order is placed.

(1)    Made on order TYPE ONE means producing as per Buyers design and instructions or copying an exciting product as per Buyers instruction.

(2)    Made on order TYPE TWO means producing a product for the Buyer but as per the design of the Supplier.  

ii)       BUYING FROM STOCK means that the Buyer, at ordinary price, buys products that are in stock.

(1)    Buying from stock TYPE A means buying from ready stock that the Supplier has in stock.

(2)    Buying from stock TYPE B means buying from stock which the Supplier picks up at one or more sub contractors.

(3)    Buying from stock TYPE C means that the Buyer has given the Supplier a given budget and an instruction what to buy for the same and the Supplier will, for the given amount purchase products on behalf of the Buyer including from sub contractors including from the market.

iii)     BUYING SURPLUS STOCK means buying products in stock at a reduced price from the Supplier.

iv)     BUYING FROM THIRD PARTY SURPLUS STOCK means buying stock at reduced price via the Supplier but from third party stock.

2)       None disclosure and none circumvent as seen on http://www.termsandcondition.co.uk/t14_nda_and_non_circum.htm on http://www.termsandcondition.co.uk . Such non disclosure and non circumvent is valid both ways Supplier to Buyer and Buyer to Supplier.

3)    The Order Process

a)      The Buyer gives the Supplier a request for a product. This can be for an existing product or a product to be manufactured for the Buyer. This includes when the Buyer answers a proposal given by the Supplier.

i)        If the buyer wants a product to be made/produced as per his own design then the Buyer is responsible for giving complete information on all parameters of the product including quantities.

b)       The Supplier then gives the Buyer a quotation based on the request given.

i)        Should the request be incomplete (not all needed info given) the quotation is only indicative.

ii)       Should the Buyer later change the details of the request then the quotation stands cancelled and invalid. Clarifying the info given by the Buyer could be considered as changing details if the manufacturing as such or the delivery time will be affected by the same changed info including if the cost of production increases. 

c)       When the buyer has a quotation he is happy with he will be placing the order.

d)      If the Supplier accepts the order he will issue an Order Confirmation.

i)        Until the Supplier has given the Order Confirmation he may still refuse the order however the Supplier must accept or refuse an order within 14 days or it stands cancelled.

(1)    If the Supplier rejects an Order and if the Buyer has made a down payment then the Supplier must return the down payment, less bank fees, within 14 days of rejecting the Order.

ii)       An order is not complete before all required info has been given by the Buyer to the Supplier. Also it is not complete before the down payment is done.

4)      Payments. If not agreed differently in writing the following applies:

a)      During the order process the Supplier will produce an invoice.  The invoice can be included in the Quotation who also may be named as Proforma Invoice.

b)      The invoice will, if not agreed differently in writing, not include costs at the receiving end such as terminal fees, import duty, local taxes and VAT. Such costs will be paid by the Buyer directly to the forwarder and/or the Custom.

c)       The invoice may or may not include transport, depending on what has been agreed during the Order process.

d)      The Buyer must make a down payment when placing the order. Typical down payments, subject to the nature of the order:

i)        For orders below GBP 1,000 and for buying from stock is 100% in advance and for above GBP 1,000 depending on ranking. Ranking decides by previous performers of that customer and new customers depends on geographical area and other such variables. Decision solely by Supplier. Ranking groups:

(1)    Ranking Group 6, including some new customers: 100% plus estimated shipping costs and costs for import including import duty and VAT in advance.

(a)    “Some new customers” depends on country and other such variables – to be decided by the Supplier.

(b)   Cost of shipment, import duty and VAT paid in advance will be repaid if the Buyer pays any of the same upon arrival. Repayment based on amount paid in advance, amount paid upon arrival by Buyer and subject to deduction for bank fees. 

(2)    Ranking Group 5: 100% in advance.

(3)    Ranking Group 4, including all other new customers: 75% advance and strictly balance before shipment.

(4)    Ranking Group 3: 50% advance and strictly balance before shipment.

(5)    Ranking Group 2: 50% advance, 30% before shipment and balance payment on 15 days credit.

(6)    Ranking Group 1: 50% advance and maximum 15 days credit on balance.

e)      The Buyer must, if not agreed differently in writing, make the full and final payment at the time of shipment, normally before the gods is shipped.

i)   For the standard payments the final payment is done before the shipment, or, the payment is done by bank to bank transfers of documents against the final payment.

f)       Invoice amount

i)        If not agreed differently the price is given in GBP, British Pound Sterling.

ii)       As most deliveries are made from India, Indian rupees plays a roll in the background as the currency for which manufacturing etc. are calculated.

(1)    If there is more than 45 days between placing the order and the final payment, then the following applies:

(2)    If during this period the exchange rate between INR and GBP changes more than 10% and if the product is made or purchased in India then the final payment shall be adjusted by 75% of the change of currency exchange rate between INR and GBP both up and down. The exchange rate to be used is the one to be found on http://www.xe.com/.

iii)     What has been said about exchange rate between GBP and INR above is also valid in the same way should any other currency be used like USD or EURO.  

g)      If, for any reason, the Buyer makes a down payment but pays less than full down payment amount given by the Supplier after receiving an invoice/quotation/Proforma, then

i)        The Supplier is not obliged to start the production for any more than what the Buyer has paid for. Also if full down payment is not done then the Supplier may not start the production at all if the payment does not cover ordering fabric and other material – which may need to be ordered or purchased for the full quantity. (Example: If buyer has paid 60% of down payment, then the Supplier will decide to start with nothing and wait for full payment or start with 60% of the production or part thereof.)

ii)       Delivery time guarantee stays cancelled as per delivery time terms if full down payment is not done latest by date given by the Supplier in the delivery time guarantee offer.

h)      If the Supplier has to buy more material than what’s needed for an order in order to be able to produce the order (example is fabric that only can be purchased at a given minimum quantity) then:

i)        The Supplier must inform the Buyer about the same.

ii)       If informed about it the Buyer must pay for the surplus material if not agreed differently in writing.

(1)    This  material will be stocked by the Supplier for the Buyer in up to maximum one year. During this period the Supplier can select:

(a)   To use the material for other production.

(b)   To have the material shipped to himself, or elsewhere.

(c)    To let the Supplier sell the material on behalf of the Buyer at whatever price is possible to get for the same.

(d)   To, if the Supplier so requests, sell the material to the Supplier at the same price as the Buyer has paid for the material.

(2)    If one year has passed:

(a)    The Buyer can pay a rent and the Supplier will continue to stock the material.

(b)   Or else: The ownership of the material will be transferred to the Supplier.

iii)     If the material is not paid for by the Buyer latest 30 days after that the Supplier has issued an invoice for the same, then the ownership of the material is transferred to the Supplier. But the Supplier still has the right to demand payment for the same as well as reduce the products to be shipped, if not done, to the same amount.

5)    Buyers information

a)      In the case the Buyer wants a product to be produced he has to give the Supplier full info on that product, including

i)        Style, shape and measurements.

ii)       Material

iii)     Sizes, if different

iv)     Art works, printing and other such decorations.

v)      Quantities

vi)     Packing instructions

vii)   Parameters to be followed including certificates needed including demands for “organic” or other such parameter.

viii)  Delivery date (i.e. the date the shipment must leave the Supplier).

ix)     All other info that the Supplier may need in order to produce the product as per the Buyers instruction. This may include full info on end buyers profile so that the Supplier can deliver an optimal product.

b)      The Buyer must inform the Supplier about desired shipment date and last delivery date. Buyer must also inform about all events (if any) for which the delivery is to be used including events up to two month after the requested last delivery date.

c)       If the information given by the Buyer is incomplete then the Supplier has the right to “fill in the blanks” without the Buyer later having the right to reject a shipment if what he wanted was something else.

d)      If the Buyer change his information during the process then the Supplier has the right to request to get paid for all extra costs, if any, this may cause.

i)        The Supplier may even cancel the order without the right for the Buyer to get compensated if, but only if, the change makes

(1)    the production impossible,

(2)    or too difficult to produce,

(3)    or more expensive without the Buyer accepting to pay the extra cost,

(4)    or if the delivery time will be longer without the Buyer accepting a longer delivery time.

e)      Any information, decision or instruction given by the buyer orally (on phone, on a meeting or in any such way) must be followed up by giving the info in writing as well. Info only given orally will not be valid as an argument from the Buyers side against a delivery made by the Supplier.

f)       For each product (same style) to be manufactured for the Buyer a single document including the full info must be given to the Supplier. If any information is changed or added then a new document must be produced and given to the Supplier. Filling in all the info online, if the Supplier has an online form for the same, will be considered as fulfilling this requirement, i.e. any changed or additional info may need a new online filling.

6)    Samples

a)      When the Buyer wants a product to be produced as per his design, or sometimes purchased, he is recommended to, apart from giving information in writing, send samples to the Supplier. Such samples can be ready products but also samples of material etc.

i)        Samples received by the Supplier will be used for various purposes hence the sample may be destroyed or dismantled during the process.

ii)       Samples will, if not agreed differently, not be returned.

iii)     Samples have to be sent by the Buyer at his own cost including paying transport, import duty and taxes if any.

b)       The Supplier may send samples to the Buyer for confirmation or reconfirmation for getting an order or giving a green signal for a production.

i)        Before an order is placed, or if the value of the order is less that GBP 1,000 then the cost of the sample and sending the same to the buyer has to be at the cost of the Buyer, normally paid in advance.

ii)       If the cost of a sample (or a number of samples) is significant (over GBP 50, ex transport) the Buyer has to pay for the sample.

iii)     In all other cases i.e. after order is placed and the order value is over GBP 1,000 then one set of samples is free. All additional samples sent will be at the cost of the Buyer if not agreed differently in writing or such decision is made by the Supplier.

c)       If a sample is sent by the Supplier for the purpose of approval then the Buyer must give a written reply to the same confirming if that sample is approved or list every point he wants to be altered. Failing to reply means that the Buyer de facto has accepted and approved the sample by default. If not agreed differently in writing a maximum of 5 working days is given for giving such a reply or the Buyer is understood to have approved the sample.

d)    Samples must be fully examined and tested by the buyer. When a sample is approved it is.

Actual price list for samples

7)      Patent, copy rights, brand names, etc.

a)      If a design is a product designed or produced by the Supplier on his own initiative then the responsibility for not breaching any patent or copy right is fully the Suppliers.

i)        If the Supplier delivers products with any of Suppliers own Band name, then the Buyer has the Automatic right to use that Brand name, also in his marketing, but limited to products procured by the Supplier.

b)      In all other cases the responsibility for not breaching any patent, brand name or copy right is fully the Buyers.

i)        The Buyer is advised to note that in the case of supplying third party surplus stock the Supplier will not make an analyse if any patent, copy right or brand name may be breached if imported to another country other than where the surplus stock is stored, hence the full responsibility will be on the Buyer.

8)    Quality guarantee

a)      Only products produced directly for the Buyer and also all other products produced by the Supplier himself are covered by the Quality guarantee.

b)      Third party surplus stock has no quality guarantee at all and are sold “as is, where is”.

c)       The quality guarantee is only valid for a period of 8 days after arriving at the final destination. The Buyer must give rejection information in writing latest by this last date. Rejections after the 8^th day are not valid. This means that the buyer has a responsibility to examine the shipment directly at the arrival of the shipment.

d)      The guarantee covers manufacturing errors. Transport damages are not covered.

i)        The responsibility for transport insurance is with the buyer unless agreed differently in writing at the time of placing the order.

e)      If the quality is not up to the standard then the Buyer will be compensated in the form of repayment or new product as per the Suppliers, not the Buyers, decision.

i)        Buyer and Supplier may however negotiate and agree on any discount on the price as compensation. If there is no such agreement the rejected products must be declared as permanent rejected pieces or not accepted rejected pieces by the Supplier.

f)       If the Buyer is not happy with the decision by the Supplier then what is stated under point 13 is valid.

g)      Manufacturing errors is a reason for rejection but judgement must be reasonable and within what is practically possible in a production. This includes that the price of the item is a parameter considered in evaluating if an error is big enough to constitute a right to reject the delivered products.

h)      If the Buyer want to reject products because they are not as per the parameters as the Buyer had expected then this is only possible if not any of the below points are valid:

i)        The parameter that the Buyer has pointed out was not defined and clarified in the information given by the Buyer to the Supplier before placing the order, or was not given until after the order was placed and it was not possible by practical or economical reasons to incorporate such an instruction.

ii)       The Buyers request comes after the placement of the order and the Supplier informs the Buyer that this new instruction will add to the cost but the Buyer refuses to accept this increased price.

iii)     The Buyer has given an OK based on a sample not including or with a different such parameter.

iv)     The Buyers instruction in regard to this parameter was not clear or only given orally or in any other such way that the instruction may not have been clear to the Supplier. This includes if the Buyer instead of giving one single document with all instruction in one go has given too many and different information on the same product at different times making it difficult for the Supplier to have a clear overview and picture of what the Buyer actually wants. 

i)        A total shipment, or a total style in a shipment, can only be rejected in its totality if the number of rejected pieces is more than 33%.

j)        All rejected items must be returned to the Supplier at the cost of the Buyer. The Buyer must ask for the information from the Supplier on how and where to return the items before going ahead.

k)      If products are replaced with new products then the Supplier stands the cost of production and shipment, excluding local tax and VAT at the receiving side.

9)      Compensations to the Buyer from the Supplier for other issues than delivery on time and rejects for products not returned to the Supplier:

a)      If not agreed separately different, and for errors in supplied goods, and to a maximum of the amount paid by the Buyer so far for the actual products:

i)        Very minor faults: 0%

ii)       Minor faults: 5%

iii)     Clearly visible but not functional faults: 20%

iv)     Functional faults not disqualifying the product: 30%.

v)      Minor design faults: 10% (Design faults means compared to the design given by the Buyer.)

b)      What is said under a) above is not valid if products are not manufactured by the Supplier but purchased on behalf of the Buyer and products purchased has not been produced specifically for the Buyer and as per Buyers instruction.

c)       In all other cases products has to be paid in full or returned as rejects, in the later case as per point number 8 terms.

10)           Delivery on time

a)      An order can be placed with or without a delivery time guarantee.

b)      For ordering from stock there is no delivery time guarantee, only for manufacturing on order.

c)       Without delivery time guarantee.

i)        The Supplier will, if requested by the Buyer, give an estimate of the delivery time.

ii)       The delivery will take place when the production is ready, hopefully within the timeframe calculated.

iii)     The Buyer cannot reject or get compensated for any delayed delivery if the order is booked without delivery time guarantee.

d)      There are two different types of delivery time guarantee. Normal guarantee and Event guarantee.

e)      Normal guarantee

i)        Before the order is placed and confirmed the Buyer must inform the Supplier of requested last date for the shipment and that he wants a Delivery time guarantee. The supplier must accept this date or else such a guarantee cannot be given.

ii)       A Normal Delivery Time Guarantee

(1)    Has x number of days as guaranteed for the delivery, as agreed by Supplier and Buyer. Days starts counting only after that the Buyer has

(a)    Placed the order

(b)   Made down payment, and

(c)    Given all info needed.

(2)    The cost of such a guarantee is 5% of the total order value excluding transport, i.e. FOB.

(3)    Note the important info under Delivery on time as well.

(4)    If the delivery is longer than x days then the following compensation is valid.

(a)    1 to 7 days no compensation.

(b)   8 to 14 days 5%.

(c)    15 to 30 days 10%

(d)   For every 10 days over 30 days 10% per such period.

(e)   Maximum 50% compensation.

(f)     If the late delivery is later than 75 days the Buyer has the right to cancel the order.

(g)    Compensation will not be done for development costs.  

(h)   The Supplier has the right to make part shipments, and each part shipment will be calculated separately.

f)       Event Delivery Time Guarantee

i)        If a Buyer has an event then he can get a guaranteed delivery to this event as below:

ii)       Buyer and Supplier must agree to make such a Guarantee for a shipment and has agreed on a “Start Date” and a “Last Delivery Date”. Both parts must also agree on a fixed amount that is guaranteed.

iii)     Such an agreement will only be valid if latest by the start date the Buyer has:

(a)    Placed the order

(b)   Made down payment, and

(c)    Given all info needed.

iv)     The cost of such a guarantee is 30% of the fixed amount agreed and if delivered late subject to 100% compensation.

v)      Note important info under Delivery on time as well.

g)      Important info on Delivery time Guarantee

i)        In both the cases of Normal and Event Delivery time guarantee the following is valid:

(1)    If the Buyer after placing the order (normal guarantee) or after start date (event guarantee) change or add instructions or do not respond in time when contacted by the supplier on E-mail or on Phone or Fax then the guarantee stands cancelled without that the Buyer gets any compensation. The Supplier will still have to try to deliver on time but the compensation right is lost and the guarantee fee will not be repaid.

(2)    The Buyer must as per previous point answer all questions by the Supplier within 24 hours (excluding weekends) in order to have responded on time.

11)           Other issues

a)      The Buyer must receive the goods if it has been sent to him. A buyer that refuse to take the position of a shipment, regardless of the reason, but let it stay at the airport or other arrival place has to compensate the Supplier for all extra costs incurred, if any.

b)      In the case of an Event delivery time guarantee and if delivery is not on time, then the order stands cancel automatically. If the Buyer still wants the products to be fully made and shipped he has to pay full price for them (if he has been compensated 100% already as per guarantee).

c)       During the process from after the order is placed and till it’s delivered the Buyer must communicate with the Supplier and answer all E-mails or Faxes in 72 hours time.

d)    Surplus stock of garments, fabric and other products: If any products has been produced for, or purchased, for a buyer and if such stock, for any reason is stocked with the Supplier   due to any of the below reasons:

• Buyer has cancelled the order.

• Production was more than what the buyer had ordered (up to maximum 20% of the ordered quantity) and the Buyer do not want to purchase the extra products.

• Any other such reason.

And if the Buyer has not agreed to pay for the stock where it is, then the ownership of the products remaining is transferred to the Supplier. The Supplier may do whatever he wants with the same without that the Buyer can legally accuse the Supplier for breaching any rights etc, of whatever kind, in regard to patents, design, brand name or any other rights. 

12)           Cancelling of an order

a)      If the Buyer wants to cancel an order

i)        He can do so

(1)    Before the Supplier has started the production or purchased the products. This is subject to that the Buyer compensates the Supplier for costs incurred so far, if any.

(2)     If the Supplier from an objective point of view is not able to deliver a sample that proofs that he can deliver what has been ordered.

(3)    If the delivery is delayed with more than 75 days in the case of a normal delivery guarantee and after last delivery date in the case of an event delivery guarantee.

ii)       He cannot do so

(1)    In all other cases. Should he still decide to cancel an order his down payment is lost and the rights of the products produced or purchased gone to the Supplier. If the shipment has been sent then the Buyer has to pay to the Supplier for all extra costs incurred.

b)      If the Supplier wants to cancel an order

i)        He can do so

(1)    If the Buyer is late by more than 30 days with his payments related to the order

(2)    The buyer has for an earlier order not fulfilled payments or refused to receive the order (shipment)

(3)    If the buyer has not given all info needed for the order

(4)    If the Buyer is not contactable.

(5)    Due to Force majeure

ii)       He cannot do so

(1)    For all other cases. In such a case the Buyer has the right to get repaid what he has paid so far for this order.

13)           Conflicts

a)      Any conflict between Buyer and Supplier shall be solved as below:

i)        First the both parties must try to solve the conflict by direct negotiations. If this fails:

ii)       The case to be in the court of law. The court to be any suitable court in the city of London in UK.

(1)    If both parts agree they can select any other court in any part of the world.

(2)    If one party refuse to go to court, then the other party can go to court in the area where the refusing part is residing.

(3)    If both parts agree they can instead use arbitration.

b)      As per this regulation The Supplier will never give compensation to a Buyer that is bigger than the value of the order, in reality the amount already paid, except in the case of Event Delivery Time Guarantee where the amount agreed is the deciding parameter.

14)           Agreements

a)      Buyer and Supplier can make separate agreements, in writing that changes these terms. Such agreement will be valid only for a single order, if not specified differently. If no such agreement exists these terms are valid in full.