Terms and Conditions
Last updated: 26th September 2017
These terms and conditions constitute a legally binding agreement (“Agreement”) between you and Supplycompass (as defined below) and govern the provision of the Services (as defined below) provided by Supplycompass to you. By registering to receive the Services, you agree to be bound by this Agreement.
The Services are provided by SUPPLYCOMPASS LTD incorporated and registered in England and Wales with company number 0988768 whose registered office is at 8 Alswitha Terrace, King Alfred Place, Winchester, England, SO23 7DQ (“Supplycompass").
Supplycompass pairs brands with manufacturing partners and guides them through production. Supplycompass has agreed to provide sourcing and logistics services to pair you with appropriate manufacturers for the production and delivery of the Products (as defined below), on the terms and conditions set out in this Agreement.
Delivery Location: The delivery location for the Products once they have been manufactured, as agreed between you and Supplycompass.
Purchase Order: The purchase order to be agreed between you and the manufacturer
Products: The products manufactured pursuant to the Purchase Order in accordance with the Product Specification.
Manufacturer sourcing services:
a) provision of information on manufacturers through the Supplycompass website in order for you to identify and choose the most appropriate manufacturer for your Products;
b) access to online and offline Product Specification tools to submit Product Specifications to your chosen manufacturer;
c) collection of manufacturer fees and payment on your behalf to the manufacturer in accordance with the Supplycompass payment terms and conditions,
a) facilitating delivery of the Products from the manufacturer to you and use of the Supplycompass third party freight carrier account, if requested and subject to delivery charges and any terms and conditions as provided by the relevant freight carrier,
and any other related services provided by Supplycompass to you.
a) latest finalised version of Product specification(Tech Pack);
b) agreed pre-production samples
c) agreed materials booklet
and any other items which define the Product, in each case, as designed and provided by you.
Target Manufacturing Cost: The target unit cost specified by you in your initial request.
Interest Rate: 8.0% per annum above the Bank of England base rate from time to time, which interest shall accrue on a daily basis.
Supplycompass Fees: The fees for the Services, including any delivery charges, details of which can be found in the Brand Offering document as may be amended from time to time. Chargeable on materials, manufacturing costs and logistics services
1.1 Supplycompass shall provide the Services to you in accordance with the terms and conditions of this Agreement.
1.2 Supplycompass shall provide the Services with all reasonable care, skill and diligence.
2 Brand Obligations
2.1 You shall:
2.1.1 co-operate with Supplycompass following any reasonable requests from Supplycompass in order to carry out the Services;
2.1.2 provide to Supplycompass all documents, information, items and materials required in order for Supplycompass to provide the Services (including any information required for Supplycompass to verify your identity and carry out any checks required to provide the Services or to process payment);
2.1.3 be responsible for producing the Product Specification and shall ensure the specifications and information in the Product Specification are complete and accurate;
2.1.4 be responsible for ensuring any samples received from the manufacturer conform with the Product Specification;
2.1.5 allow Supplycompass to purchase a sample of each Product (at cost price) so Supplycompass can continually monitor the manufacturers ability to produce quality products;
2.1.6 be responsible for clearing any import or export regulations and obtain any permits, licences, authorities or approvals required (and with sufficient time) to export or import the Products from the point of manufacture to the Delivery Location;
2.1.7 comply with all applicable laws and regulations; and
2.1.8 if you decide to proceed with the manufacture of the Products with a manufacturer chosen pursuant to this Agreement, the Products shall be manufactured in accordance with the Purchase Order as agreed between you and the chosen manufacturer.
3.1 Unless you have opted to receive the logistics services, you shall be responsible for collection and delivery of the Products from the manufacturer. Delivery, insurance of the Products and the passing of title and risk to the Products should be addressed directly with the manufacturer in the Purchase Order.
3.2 If you have opted to receive logistics services:
3.2.1 Such logistics services shall be subject to any additional terms and conditions of the relevant freight carrier;
3.2.2 delivery of the Products shall be deemed completed once the Products have been delivered to the Delivery Location and all risk in the Products shall pass to you on delivery;
3.2.3 Product orders may be delivered by instalments, which may be invoiced and paid for separately;
3.2.4 delivery dates shall be approximate only, and the time of delivery is not of the essence. Neither Supplycompass or the freight carrier shall be responsible for any delay in delivery of any Products that is caused by:
a) a force majeure event;
b) your failure to provide Supplycompass with adequate delivery instructions or any other instructions that are relevant to the supply of the Products; or
c) any delay caused by the manufacturer,
3.2.5 delays in the delivery of a Product order shall not entitle you to refuse to take delivery of the Products, claim damages, or terminate this Agreement;
3.2.6 any damages to or loss of the Products which you reasonably believe may have been caused in transit to the Delivery Location by the relevant freight carrier must be reported to Supplycompass and the relevant freight carrier as soon as possible and in any event within 5 business days of delivery (“Notice Period”). You waive any and all claims or rights to claim against Supplycompass or the relevant freight carrier in respect of any damaged Products which are notified after the Notice Period;
3.2.7 Supplycompass shall only be responsible to you for any loss or damage to the Products which have allegedly been caused by the relevant freight carrier to the extent such losses have been recovered in full from the relevant freight carrier and you waive any and all claims or right to claim against Supplycompass in respect of any losses which are not recovered from the freight carrier.
4 Defects and Product Returns
4.1 You (or your nominated party) shall be solely responsible for inspecting the Products and any related samples upon delivery. Supplycompass takes no responsibility for the Products or any samples including any defects in the Products or any Product or sample returns. Any issues with the Products or samples (including any defects found in respect of the Products or samples) should be addressed to the manufacturer directly. Supplycompass shall not be responsible for the delivery of any returns of the Products or samples.
5 Payment for Services
5.1 Supplycompass shall charge the relevant Supplycompass Fees for the use of the Service alongside payments made to your manufacturer. Information on how Supplycompass Fees are calculated, details of how payment should be made and any minimum order requirements can be found in the Brand Offering document. Supplycompass fees are non-refundable.
5.2 Supplycompass shall charge a refundable down-payment, which is deductible against any order placed through the Supplycompass platform. This down-payment is refundable if Supplycompass does not present a suitable manufacturing partner. A manufacturer will be deemed suitable if it agrees to provide manufacturing services within a 10% margin of the Target Manufacturing Cost. Details of how the down-payment will be calculated can be found in the Brand Offering document.
5.3 Supplycompass reserves the right to amend the Supplycompass Fees from time to time which shall be notified to customers by updating the Brand Offering document.
5.4 You shall not set-off or otherwise withhold any amount owed to Supplycompass on account of any obligation owed by Supplycompass to you.
5.5 Any fees or payments which become payable by you are exclusive of value added tax, which shall be charged (where applicable) to you in addition to the Supplycompass Fee.
5.6 You shall not use any information obtained from Supplycompass relating to any manufacturers to enter into an agreement directly with any manufacturers to avoid payment to Supplycompass of the Supplycompass Fees.
5.7 If you fail to pay the Supplycompass Fees or any other fees due to Supplycompass by the relevant due date, Supplycompass may charge interest on the overdue amount at the Interest Rate.
5.8 The collection of any manufacturer fees and payment on your behalf to the manufacturer, shall be subject to the Supplycompass payment terms and conditions.
6 Ownership of Intellectual Property
6.1 Nothing in this Agreement shall operate to assign or otherwise transfer any intellectual property rights.
6.2 All intellectual property rights in any of your materials (including the designs of any Products) shall remain vested in you. You hereby grant Supplycompass a royalty-free, non-transferrable, sublicensable licence, to use, copy or reproduce any of your materials (including the designs of any Products and the Product Specification) and any intellectual property provided by you through the Service (“Brand Materials”) as is necessary to provide the Services and to liaise with manufacturers for the manufacture of the Products.
6.3 You represent and warrant that: (i) you own all Brand Materials or otherwise have the right to grant the rights and licenses set forth in this Agreement; and (ii) the use of your Brand Materials in connection with the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights.
6.4 All intellectual property rights in any Supplycompass materials (including the Product Specification software) shall remain vested in Supplycompass. Supplycompass materials (including the Product Specification software) are provided on an “as-is” basis, without warranty of any kind, express or implied. Use of any Product Specification software shall be subject to additional terms and conditions.
7 Liability and Indemnification
7.1 Nothing in this Agreement excludes the liability of either Party for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation or (iii) any indemnity provided under this Agreement.
7.2 Subject to Clause 8.1 and except as expressly and specifically provided in this Agreement, Supplycompass expressly excludes all warranties, conditions and other terms implied by statute, common law or otherwise, including without limitation any implied warranties of merchantability, fitness for purpose or non-infringement, to the fullest extent permitted by law.
7.3 Subject to Clause 8.1, Supplycompass shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses.
7.4 Subject to Clause 8.1, Supplycompass’ total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the total Supplycompass Fees paid by you to Supplycompass under this Agreement in the twelve (12) months preceding the date on which the claim arose.
7.5 Any information provided by Supplycompass to assist with the development of the Product Specification and/or the design or manufacture of the Product shall be provided as a recommendation only on an “as-is” basis and you shall be solely responsible for the creation of the Product Specification and the design of the Products and in ensuring such designs do not infringe any third party rights.
7.6 Whilst Supplycompass carries out certain compliance checks on manufacturers, Supplycompass is not responsible for ensuring the manufacturers’ compliance with any applicable laws, regulations or standards and is not responsible for the acts and/or omissions of the manufacturers. Supplycompass provides no commitments that the manufacturer profiles shall be correct, complete or accurate and takes no responsibility in respect of any information supplied by the manufacturers.
7.7 You indemnify and hold the Supplycompass (and your chosen manufacturer) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) Brand Materials or your access to or use of the Service; (ii) your breach or alleged breach of this Agreement; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any applicable laws; or (v) any misrepresentation made by you. You will cooperate as fully required by Supplycompass in the defence of any claim. Supplycompass reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Supplycompass.
8 Term and Termination
8.1 This Agreement shall be effective for a three (3) year period and thereafter this Agreement shall automatically renew for successive one (1) year periods.
8.2 Either Party may terminate this Agreement on at least thirty (30) days prior written notice to the other Party. The provisions of Clause 5.6 shall continue to apply for three (3) years after the termination of this Agreement.
8.3 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (i) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 business days after being notified in writing to make such payment; or (ii) if the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within ten (10) business days after being notified in writing to do so; or (iii) the other Party suffers from an insolvency event.
8.4 Upon termination or expiry of this Agreement for any reason:
8.4.1 The terms of this Agreement shall continue to apply to any outstanding orders;
8.4.2 any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect;
8.4.3 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry, shall not be affected; and
8.4.4 each Party shall as soon as reasonably practicable return, destroy or permanently erase any of the other Party’s Confidential Information.
9.1 All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing by post or by email using the information you provided at the point of registration.
9.2 Any notice given to a Party under or in connection with this contract shall be deemed to have been received: (i) if delivered by hand at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; and (iii) if sent by fax or email, at 9.00 am on the next business day after transmission.
10 Modification of Agreement
10.1 Supplycompass reserves the right to modify the terms and conditions of this Agreement at any time. If we make any changes to this terms, we will post the revised terms on our website with reasonable notice. If you disagree with the revised terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised terms become effective, your continued use of the Services will constitute acceptance of the revised terms.
11.1 You shall not, without the prior written consent of Supplycompass, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
11.2 Supplycompass may, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
12.1 Subject to Clause 13.2, the relationship between the Parties is that of independent contractors and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties hereto nor authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
12.2 In the course of providing the Services, Supplycompass shall act as an intermediary between you and any potential manufacturers of the Products. This will include conducting discussions with the manufacturers around the manufacture of any Products, including the manufacturer’s capabilities and pricing. However, Supplycompass shall not have the power to bind you and you shall enter into an agreement directly with the relevant manufacturer for the manufacture of any Products and any terms negotiated by Supplycompass for and on behalf of you shall be subject to such further agreement and agreed by you at your own risk.
13 Entire Agreement
13.1 This Agreement constitutes the entire Agreement between you and Supplycompass with respect to the subject matter hereof and supersedes and extinguishes all prior and contemporaneous agreements, negotiations, promises, assurances, warranties, understandings, representations and proposals, written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14.1 In the event that any provision of this Agreement becomes or is held invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and the remaining provisions shall be enforced to the maximum extent permitted by applicable law.
15.1 A waiver by any Party of any of its rights hereunder shall not be binding unless in a writing signed by an authorised representative of the Party expressly waiving such rights. The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no usage of trade or other regular practice or method of dealing between or among the Parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
16 Force majeure
16.1 Neither Party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, non-performance or delay by suppliers or subcontractors (including any third parties providing any logistics services), compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood or storm. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three months, the Party not affected may terminate this Agreement by giving 30 days' written notice to the other Party.
17 Third Party Rights
17.1 No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
18 Dispute Resolution
18.1 In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation between themselves. Any dispute relating to the Products or actions or omissions of the manufacturer should be raised directly with the manufacturer.
18.2 The party raising the dispute shall write to firstname.lastname@example.org outlining the nature of the dispute including any supporting documentation, such as images, photos or excerpts from production specifications.
18.3 If the dispute is not resolved within a reasonable period, being not more than 30 days, then the Parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the Parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.
18.4 If the dispute resolution is unavailable, not chosen by the Parties, or not successful in resolving the entire dispute, the dispute shall be subject to settlement in the courts of England and Wales.
19 Governing Law and Jurisdiction
19.1 This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and the courts of England shall have exclusive jurisdiction to settle the same.