* * * TO AVOID DELAYS WITH PAYMENT, PLEASE ENSURE YOUR PURCHASE ORDER NUMBER IS QUOTED ON YOUR INVOICE * * *

Shop Direct Home Shopping Limited
Registered Office – 1st Floor, Skyways House, Speke Road, Speke, Liverpool, L70 1AB
Registered in England No 4663281

SUPPLIER AGREEMENT STANDARD TERMS AND CONDITIONS

These terms and conditions apply to all orders for goods and services placed by the Buyer with the Supplier (as defined below) unless the Buyer and the Supplier have entered into a written agreement executed by their authorised representatives in respect of such goods or services (“Excluded Goods and Services”). These terms and conditions shall not apply to any such Excluded Goods and Services.

Definitions

1.1 In these Conditions the following expressions have the following meanings:

Agreement means the contract for the supply and purchase of Goods or Services constituted by an Order and the Conditions.

Buyer means the member of the Buyer’s Group identified on an Order.

Buyer’s Group means the group of companies which comprises The Very Group Limited (registered in England with number 04730752), its holding company and the subsidiaries of such holding company from time to time.

Claims means claims, proceedings, demands, liabilities, losses, damages, awards, penalties, fines, costs (including legal costs) or expenses.

Codes of Conduct means the Buyer’s standard codes of conduct for suppliers as issued or varied from time to time, which may be made available to the Supplier upon request.

Conditions means these terms and conditions of supply and purchase including (unless the context otherwise requires) any other terms and conditions agreed in Writing between the Buyer and the Supplier in relation to the Goods or Services the subject of an Order.

Delivery Address means any address stated on an Order as being the address to which Goods are to be delivered or at which Services are to be supplied or performed.

Goods means any goods (or any instalment or part of them) described in an Order.

IPR means intellectual property rights of any kind including any patent, trademark, trade-name, know-how, design right, registered or unregistered design, copyright or other similar industrial or commercial right and any application or right to apply therefor.

Order means a purchase order in the Buyer’s standard form from time to time or, if applicable, any other request in Writing made by an authorised representative of the Buyer for the purchase of Goods or Services.

Parties means the Buyer and the Supplier and Party means either one of them, as the context may require.

Price means the price of the Goods or Services specified in the Order.

Services means any services (or any instalment or part of them) described in an Order.

Specification means any specification, plans, drawings, description, data or other information relating to the Goods or Services.

Supplier means the party with whom an Order is placed.

Writing includes email, facsimile transmission, other electronic media and comparable means of communication.

1.2 Words and phrases defined in the Companies Acts 1985, 1989 and 2006 shall have the same meaning in these Conditions and accordingly the expressions “holding company” and “subsidiary” have the meanings ascribed thereto by section 736 and section 736A of the Companies Act 1985.

Interpretation

2.1 Headings are for convenience only and are to be ignored in construing these Conditions.

2.2 Words importing the singular include the plural and vice versa.

2.3 Any document expressed to be “in the agreed form” means a document in a form approved by, and signed for identification by or on behalf of, the Parties.

2.4 References to laws and regulations include amendments and re-enactments.

2.5 References to these Conditions or another document or to parts or clauses shall be construed as a reference to these Conditions or such other document or such part or clause as from time to time novated, supplemented, amended or varied.

2.6 The word “including” shall be construed as “including, but without limitation,” and “include” shall be construed similarly.

Basis of Purchase

3.1 The Conditions shall apply to all Goods or Services which the Buyer offers to purchase from the Supplier and which the Supplier agrees to supply to the Buyer.

3.2 Each Order shall be placed on the terms of and shall incorporate the Conditions, which shall apply to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which an Order is accepted or purported to be accepted by the Supplier.

3.3 Any Order will be deemed to be unconditionally accepted by the Supplier unless the Supplier gives notice in Writing to the Buyer to the contrary within 7 days of the date of the Order.

3.4
No variation to any Order or the Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Supplier.

3.5 The Buyer gives no guarantee as the volume of Goods or Services which it will require the Supplier to provide and is under no obligation to place Orders with the Supplier. The Supplier shall have no right to be the exclusive provider of any Goods or Services to the Buyer and the Buyer shall be entitled to obtain the same or similar Goods or Services from other suppliers.

Specifications

4.1 The quality, quantity, period, description and specification (as applicable) of the Goods and/or Services shall, subject as provided in the Conditions, be as described in the Order and/or in any applicable Specification provided by the Buyer to the Supplier or agreed by the Supplier in Writing and the Goods and/or Services shall comply in all respects with such Order and with any such Specification.

4.2 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and performance and delivery of the Services.

4.3 The Supplier shall comply with any reasonable request of the Buyer to allow the Buyer to inspect and test the Goods during manufacture, processing, or storage at the premises of the Supplier or any third party prior to despatch, and the Supplier shall provide the Buyer with all facilities reasonably requested by the Buyer for inspection and testing.

4.4 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Order and the Conditions and notifies the Supplier to that effect within 7 days of inspection or testing, the Supplier shall take such steps as may be necessary to achieve such compliance.

4.5 Goods shall be marked in accordance with all applicable laws and regulations and with any requirements of the Buyer or the carrier. The Supplier shall ensure that Goods are sufficiently packaged, packed and secured so as to be delivered to the Buyer or as it may direct in an undamaged condition in the ordinary course of transportation.

4.6 Any IPR which is created or generated in connection with or as a result of the carrying out of the Services or of any Order, including the IPR in any software or other materials produced specifically for the Buyer or for the purpose of providing the specification or the Services (“Buyer’s IPR”), shall belong exclusively to the Buyer and the Supplier shall;

(i) assign or procure the assignment to the Buyer of all such Buyer’s IPR for no additional consideration;

(ii) provide to the Buyer all reasonable assistance in registering or protecting any Buyer’s IPR which is capable of registration or protection;

(iii) indemnify the Buyer against any Claims arising as a result of any use of or dealings with any Buyer’s IPR .

Price of Services

5.1 The Price of the Goods and/or Services shall be as stated in the Order and, unless otherwise agreed in Writing, shall be:

(i) exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a valid VAT invoice); and

(ii) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery to the Delivery Address and of any duties, taxes, imposts or levies other than value added tax; and

(iii) calculated in accordance with any basis of charging contained in any Specification or quotation provided by the Supplier and agreed by the Buyer.

5.2 No increase in the Price may be made, whether for increased material, labour or transport costs, fluctuations in currency exchange rates or otherwise, without the prior consent of the Buyer in Writing.

5.3 The Supplier shall allow the Buyer any discount for prompt payment, bulk purchase or volume of purchase or other rebate or discount arrangement customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.

Terms of Payment

6.1 The Supplier shall be entitled to invoice the Buyer on or at any time after delivery of the Goods to the Delivery Address or performance of the Services in accordance with the relevant Order and each original invoice shall be sent to the Accounts Payable department at the address specified for that purpose in the Order, (and to which any account queries should also be sent).

6.2 Invoices must contain the following information:

(i) the Buyer’s official Order number and references; and

(ii) the full Delivery Address, or any other address to which delivery of Goods was made or at which Services were supplied.

(iii) the description of the Goods or Services; and

(iv) such other information as the Buyer may reasonably require.

6.3 Unless stated otherwise in the Order, the Buyer shall pay the Price by BACS within 97 days of the later of i) the receipt by the Buyer of an invoice complying with clause 6.2 or ii) the date of acceptance by the Buyer of the relevant Goods or Services.

6.4 The Buyer shall be entitled to set off against or deduct from the Price any monies due from the Supplier to the Buyer or due from the Supplier to any other member of the Buyer’s Group and the Supplier will credit the Buyer in full with the amount of such set off or deduction.

6.5 Any sum (other than interest payable under this clause 6.5) due from one Party to the other but not paid on the due date shall bear interest at the rate of 2% above the base rate from time to time of HSBC Bank plc from the date it was due for payment until the day it is paid, provided that such interest must be demanded within 28 days of payment in full of the sum on which it has been charged.

Delivery

7.1 Where the Goods are to be delivered to, or the Services supplied or performed at, the Delivery Address, such Goods or Services are so be so delivered or performed during the Buyer’s normal business hours on the date or within the period stated in the Order and/or the Specification (as the case may be) and in all other respects in accordance with the Order, the Specification and the Conditions.

7.2 Where the date of delivery of Goods or for supply or performance of Services is to be specified after the placing of an Order, the Buyer shall give the Supplier reasonable notice of the specified date.

7.3 The time for delivery of Goods or supply or performance of the Services is of the essence.

7.4 A packing note quoting the number of the Order must accompany each delivery of Goods and must be displayed prominently. All parcels must be securely labelled with such information as the Buyer may reasonably request in Writing.

7.5 If the Goods are to be delivered or Services are to be performed or supplied by instalments or stages failure by the Supplier to deliver or perform or supply any one or more of the instalments or stages in accordance with the Agreement or any claim by the Buyer in respect of any one or more instalments or stages shall entitle the Buyer to treat the Order and the Agreement constituted by it as a whole as repudiated.

7.6 The Buyer shall be entitled to reject any Goods or Services which are not in accordance with the Order, any Specification or the Conditions. The Buyer shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time and opportunity to inspect or otherwise evaluate them following delivery or performance or, if later, within a reasonable time after any latent defect or other non-conformity to the Agreement has become apparent.

7.7 The Supplier shall supply the Buyer in good time with any instructions or other information necessary to enable the Buyer to accept delivery of the Goods or performance of the Services.

7.8 The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

7.9 If at any time the Supplier finds that it will be unable to deliver Goods or perform Services on the specified date(s) or within the specified time the Supplier shall immediately notify the Buyer in Writing. Such notification shall not prejudice the rights of the Buyer under the Agreement and in particular the Buyer reserves the right to cancel without prior notice part or the whole of any Order which is not delivered, supplied or performed on the due date(s) or within the specified time.

7.10 If the Buyer rejects all or part of the Goods or Services the Supplier shall be liable for all Claims incurred by the Buyer in consequence.

7.11 Risk of damage to or loss of Goods shall pass to the Buyer upon delivery in accordance with the terms of the Agreement. Property in the Goods shall pass to the Buyer upon delivery, unless payment is made prior to delivery, in which case property shall pass upon payment being made.

Warranties and Liabilities

8.1 The Supplier warrants and undertakes to the Buyer that the Goods:-

(i) will be of satisfactory quality and fit for any purpose held out by the Supplier or made known by the Buyer to the Supplier;

(ii) will be free from defects in design, materials and workmanship;

(iii) will correspond with any relevant Specification or sample;

(iv) will comply with all applicable regulations and legal requirements relating to the manufacture, sale or supply of the Goods;

(v) are safe and without risk to health when properly used, will be supplied with all information and instruction necessary to ensure their safe use or operation and have been subjected to appropriate testing and checks to verify their safety;

(vi) will not infringe the IPR of any third parties.

8.2 The Supplier warrants and undertakes to the Buyer that:-

(i) the Services will be supplied or performed by appropriately qualified and competent personnel, with due care and diligence in an efficient and economical manner and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances;

(ii) the Supplier will comply with the Buyer’s reasonable requirements in supplying or performing the Services;

(iii) no person engaged in providing the Services shall be or become the employee of the Buyer in consequence thereof whether by operation of law or otherwise, except with the Buyer’s express agreement in Writing, which it may withhold in its absolute discretion.

(iv) the performance or supply of the Services will not infringe the IPR of any third party.

(v) the Supplier has and will maintain all licences, consents, approvals, permissions, registrations, notifications and other rights necessary lawfully to provide the Services.

8.3 Without prejudice to any other remedy, if any Goods or Services are not delivered, supplied or performed in accordance with the Agreement, then the Buyer shall be entitled:

(i) to require the Supplier to repair the Goods or supply replacement Goods or re-perform the Services so as to comply with the Agreement within 7 days; or

(ii) at the Buyer’s sole option, and whether or not the Buyer has previously required the Supplier to repair or re-supply the Goods or re-perform the Services, to treat the Agreement as discharged (either in its entirety or in relation only to the relevant Goods or Services) by the Supplier’s breach and to require the repayment or crediting of any part of the Price which has been paid or invoiced.

8.4 The Supplier shall indemnify the Buyer in full against all Claims awarded against or incurred or paid by the Buyer as a result of or in connection with:

(i) breach by the Supplier of any warranty or undertaking given by the Supplier in relation to the Goods or Services, or of any other term of the Agreement; or

(ii) any liability under the Consumer Protection act 1987 in respect of the Goods;

(iii) any act or omission of any of the Supplier’s employees, agents, contractors or sub-contractors in connection with the delivery or installation of the Goods or supply or performance of the Services;

(iv) any claim that the Goods, their importation, use or resale, infringes the IPR of any third party, except to the extent that such claim arises from compliance by the Supplier with a Specification supplied by the Buyer.

8.5 The Supplier shall at all times maintain adequate insurance with a reputable insurer against all insurable liability arising under the Agreement against which it is reasonably prudent to insure. The Supplier shall provide all assistance reasonably required by the Buyer or its insurers for the purpose of contesting or dealing with any action, claim or other matter arising from or relating to the Goods or Services or the Agreement.

8.6 (i) Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure is beyond that Party’s reasonable control, provided such Party gives notice in Writing to the other Party as soon as reasonably practicable after it becomes aware of such delay or failure, giving reasons for such delay or failure.

(ii) The Parties shall consult together as soon as practicable after receipt of the notice referred to in 8.6(i) to seek to reach agreement on any means by which the cause or consequence of non-performance may be overcome or mitigated.

(iii) In the event that the delay or non-performance continues for a period of 30 days, the Buyer may then terminate the Agreement by giving notice in Writing to the Supplier to that effect, in which case neither Party shall have any liability to the other, but without prejudice to any rights or liabilities accrued prior to termination.

(iv) For the avoidance of doubt, the Buyer shall not be obliged to pay for any Goods or Services which it has not received prior to termination and the Supplier will repay any part of the Price which relates to any Goods or Services which have not been delivered or performed.

Termination

9.1 The Buyer shall be entitled to cancel or withdraw from any Order in respect of all or part only of the relevant Goods or Services by giving notice to the Supplier at any time prior to completion of delivery, supply or performance, in which event the Buyer’s sole liability shall be to pay to the Supplier a proportionate part of the Price to reflect the proportion which the value to the Buyer of the Goods or Services which have been delivered, supplied or performed bears to the value to the Buyer of the relevant Goods or Services as a whole.

9.2 The Buyer shall be entitled to terminate the Agreement forthwith without liability to the Supplier by giving notice to the Supplier at any time if:

(i) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation or any analogous event occurs in any jurisdiction other than England; or

(ii) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Supplier, or any analogous event occurs in any jurisdiction other than England; or

(iii) the Supplier ceases, or threatens to cease, to carry on business; or

(iv) the Supplier or any of its holding companies undergoes a change of control; or

(v) the Buyer reasonably believes that any of the events mentioned above is about to occur in relation to the Supplier;

(vi) the Supplier commits a breach of the Agreement which is incapable of remedy, or which, if remediable, the Supplier has failed to remedy to the satisfaction of the Buyer within such period (not exceeding 30 days) as may be specified in a notice from the Buyer requiring it to be remedied.

9.3 In the event that the Agreement is terminated pursuant to Clause 9.2, the Supplier shall (unless otherwise requested in Writing by the Buyer), fulfil any Order placed prior to the date of actual termination and the Conditions shall continue to apply in relation to any such Order notwithstanding such termination.

General

10.1 The Buyer may perform any of its obligations, incur any detriment or exercise any of its rights under an Agreement by itself or through any other member of the Buyer’s Group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Buyer and the Buyer will be solely responsible for any such act or omission.

10.2 The Agreement and each Order are personal to the Supplier and the Supplier shall not assign or transfer or attempt to assign or transfer to any other person any of its rights or, except with the prior agreement in Writing of the Buyer, sub-contract any of its obligations under the Agreement. Any sub-contracting shall not relieve the Supplier of its obligations under this Agreement and any act or omission of any sub-contractor shall be deemed to be the act or omission of the Supplier. All obligations of the Supplier shall be construed as including an obligation to procure compliance with such obligations by any sub-contractor of the Supplier.

10.3 The Supplier shall comply fully with the Codes of Conduct.

10.4 All documentation and information relating to the Buyer or any other member of the Buyer’s Group which is acquired by the Supplier for the purposes of or in connection with the Order, the Goods or Services or the Agreement will be used by the Supplier solely for the purposes of the Agreement.
The Supplier acknowledges that in the course of fulfilling any Order it may receive or otherwise acquire commercially sensitive information (whether documentary or otherwise) relating to the Buyer and other members of the Buyer’s Group. The Supplier agrees to keep all such information strictly confidential; to not disclose any such information to any other party without the Buyer’s prior written consent, which the Buyer may refuse in its absolute discretion; and to return all such information to the Buyer forthwith on request at any time.
The Supplier will not make any public announcement of any kind in relation to the Agreement without the consent in Writing of the Buyer, which it may withhold in its absolute discretion. Nothing in this clause will prevent the Supplier disclosing any information to the extent only that it is required to do so to comply with any applicable law of regulation or the requirement of any applicable governmental, regulatory or supervisory body with whose requirements the Supplier is obliged to comply.

10.5 The Supplier shall keep full and proper records of all transactions relating to the Goods and Services for a minimum period of 3 years after completion of performance of the relevant Order. The Buyer shall have, at all reasonable times, access to and the right to reproduce the Supplier’s (and any sub-contractor’s) records of any description, whether held in paper, electronic or other form. The Supplier shall procure that such records are made available to the Buyer in legible and comprehensible form. The Buyer may have access to the Supplier’s personnel and their records relating to the Goods and Services for the purpose of auditing and verifying the costs charged for the Goods or Services and for any other reasonable purposes.

10.6 Any notice or other document to be given under the Agreement shall be in Writing and, except as expressly provided in the Conditions or the Order, shall be deemed to have been duly served if left at or sent by hand, by first class post, by facsimile or other electronic media addressed to the other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified in Writing to the Party giving the notice. Any such notice or other document shall be deemed to have been received by the addressee two working days following the date of dispatch if sent by first class post, or simultaneously with the delivery or transmission if delivered or sent by hand, facsimile or other electronic means during normal business hours.

10.7 No waiver by either Party of any breach of the Agreement by the other Party shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.8 If any provision of the Agreement or the Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement or the Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

10.9 Any dispute arising under or in connection with the Conditions or the Agreement shall be referred to both Parties’ senior management to seek to reach amicable agreement. In the event that the attempt at settlement fails, the dispute shall finally and exclusively be referred to arbitration by a single arbitrator appointed by agreement between the Parties or (in default) nominated on the application of either Party by the President for the time being of the Law Society, in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment thereof.

10.10 The Agreement contains the entire agreement and understanding between the Parties in relation to the relevant Goods and/or Services and replaces all prior agreements and understandings in relation thereto. No amendment, modification or extension of the Agreement or waiver of any of the terms and conditions shall be binding upon the Parties unless it is duly recorded in Writing and signed by an authorised representative of both Parties.

10.11 This Agreement is made for the benefit of and shall be enforceable by any member of the Buyer’s Group. Subject thereto, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. The consent of any person who is not a Party shall be not be required by reason of the Contracts (Rights of Third Parties) Act 1999 for any rescission amendment or variation of or otherwise in connection with this Agreement.

10.12 The Agreement shall be governed by the laws of England and, except as provided in Clause 10.9, the Supplier submits to the non-exclusive jurisdiction of the English courts.

END