Last updated: 28 January 2020
These terms and conditions constitute a legally binding agreement (Agreement) between SupplyCompass Ltd, a company incorporated in England and Wales with company number 09887681 whose registered office is at 31-35 Kirby Street, London, England, EC1N 8TE (SupplyCompass) and the Manufacturer (as defined below) and govern the provision of the Services (as defined below) provided by or through SupplyCompass (including for the avoidance of doubt, any Service provided by the Manufacturer to the Brand through the Platform).
SupplyCompass pairs brands with manufacturing partners. By registering to receive the Services, or otherwise use the Platform, you agree to be bound by this Agreement. Please read these terms and conditions carefully.
If, when interpreting the rights or obligations of SupplyCompass, there is any conflict or inconsistency between the provisions of this Agreement and those set out in the Purchase Order, the terms and conditions of this Agreement shall take priority as between them to the extent that is necessary to resolve the conflict or inconsistency.
|Brand(s)||the company or individual who has submitted their details to SupplyCompass and who uses the Platform in their capacity as a brand to seek introducing to, and hearing from, Manufacturer(s);|
|Confidential Information||any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of SupplyCompass, the Manufacturer or the Brand, including but not limited to information concerning the Platform or found in the Product Specification or relating to operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers;|
|Delivery Location||the delivery location for the Products once they have been manufactured, as set out in the Purchase Order;|
|Fee||means the fee owed by the Brand to the Manufacturer as set out in the Purchase Order paid to SupplyCompass;|
|Improvement||any improvement, development, enhancement, modification or derivative of the Product, or its design or manufacturing process, which would make the Product cheaper, more effective, more useful or more valuable, or would in any other way render the Product more commercially viable or competitive;|
|Intellectual Property Rights or IPRs||patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;|
|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;|
|Mandatory Policies||a) the SupplyCompass Production Guidelines; and
each as amended from time to time.
|Manufacturer||means a company in the business of manufacturing and selling and has the facilities and resources to manufacture the Products;|
|Online Profile||the webpage or webpages created on the Platform, containing information on you, your products, services or brand;|
|Platform||the online platform provided by SupplyCompass;|
|Purchase Order||any purchase order agreed between the Manufacturer and the Brand from time to time through the Platform;|
|Products||the products manufactured in accordance with the Product Specification pursuant to or in connection with a Purchase Order;|
|Product Specification||means the description of the Products included in the Purchase Order containing the following information:
a) latest finalised version of Product Specification;
b) agreed pre-production samples; and
c) agreed materials booklet,
and any other items which define the Product, in each case, as designed and provided by the Brand;
|Services||means the services provided by SupplyCompass to you from time to time including, but not limited to:
a) creation of Online Profiles that will be viewable by qualified new business leads;
b) access to and use the Platform;
c) provision of new business leads; and
d) provision of Product Specifications; and
|Term||the duration of the Agreement, as outlined in the Purchase Order and in accordance with clause 13.|
1.1 SupplyCompass shall provide the Services to you in accordance with the terms and conditions of this Agreement and, as applicable, the Other Terms. If you enter into a Purchase Order with a Brand in relation to the manufacturing and/or supply of Products in connection with this Agreement, the Purchase Order shall constitute a separate and direct contractual arrangement, with SupplyCompass being the introducer of the relationship, provided that SupplyCompass shall have certain intervening rights as set out in this Agreement.
1.2 SupplyCompass shall provide the Services with reasonable care, skill and diligence.
2. Project management
2.1 During the Term, the Manufacturer shall supply and the Brand shall purchase such quantities of the Products as may be agreed between them in each Purchase Order and in accordance with the terms and conditions of this Agreement.
2.2 The Manufacturer and SupplyCompass each undertake to co-operate with each other, and to provide on reasonable notice such information as any party may reasonably request for the proper performance of its obligations under this Agreement or a Purchase Order.
2.3 For the avoidance of doubt, should a conflict relating to this Agreement, the Services, the use of the Platform or the provision of manufacturing services by the Manufacturer to the Brand, SupplyCompass shall have the ability to intervene and assist with resolving any such conflict.
2.4 Each of the Manufacturer and the Brand shall nominate one or more senior managers who shall be responsible for liaising in connection with the manufacture and development of the Products, and who shall be responsible for the co-ordination of all matters relating to this Agreement (Project Manager). Each party shall notify the relevant party promptly of any change in these appointments.
2.5 All communications, documentation and materials relating to the Agreement and sent to the parties shall be sent to the Project Managers.
2.6 No variation of any Purchase Order (including any alteration to the fees, delivery date or Product Specification) shall be effective unless it is agreed by both the relevant Brand and Manufacturer through the Platform.
3. Manufacturer Obligations
3.1 Manufacturer shall:
3.1.1 be solely responsible for manufacturing, sourcing raw materials, and providing Products to the Brand;
3.1.2 be responsible for reviewing the Product Specification and for advising the Brand of any further information required prior to agreeing a Purchase Order;
3.1.3 allow SupplyCompass to visit and inspect all manufacturing facilities, including those outsourced, on an ongoing basis as required from time to time;
3.1.4 provide samples for Brands, as reasonably requested by SupplyCompass at a price of not more than 3 times the unit cost, unless otherwise agreed with SupplyCompass and the Brand;
3.1.5 ensure that Brands continue to place all orders with you through SupplyCompass and not accept any business or order outside the Platform, unless agreed with SupplyCompass in writing;
3.1.6 be responsible for complying with all applicable laws in relation to the manufacture and supply of Products including 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 (as defined in the Purchase Order); and
3.1.7 provide SupplyCompass, in a timely fashion, with sufficient information on the progress and status of the Products. This includes but is not limited to the progress and status of sampling, production and delivery.
4.1 In order to use the Services and Platform, a Fee shall be charged by SupplyCompass. Payment of such fee is a condition of using the Platform and receiving the Services.
4.2 If applicable when using the Platform the Manufacturer will be required to pay a Fee. Such Fee will be communicated in the relevant Order Form or a quotation email.
4.3 The relevant Fee will be charged on an on-going basis alongside the placement of an order in accordance with the Purchase Order. The relevant Fee shall be communicated to you via the Purchase Order or a quotation email or through one of our partners such as HubSpot before it is charged.
4.4 SupplyCompass shall promptly forward on to the Manufacturer the amount of the Fee less any applicable charges or commissions. Payment of the Fee to SupplyCompass shall relieve the Brand of its obligations to pay such amounts to the Manufacturer. But the Brand shall pay the Fee to SupplyCompass unless it is expressly agreed that the Brand may pay the Fee directly to the Manufacturer.
4.5 For the avoidance of doubt, the Brand is liable to pay the Fee to the Manufacturer.
4.6 All fees are non-refundable save as set out herein.
4.7 You shall not set-off or otherwise withhold any amount owed to SupplyCompass on account of any obligation owed by SupplyCompass to you.
4.8 Any fees or payments which become payable by you are, unless specified herein, exclusive of value added tax, which shall be charged (where applicable) to you in addition to the Fee.
4.9 The Manufacturer shall not use any information obtained from SupplyCompass relating to any Brands to enter into an agreement directly with any Brand to avoid payment to SupplyCompass of the Fee.
4.10 All payments payable by any party under this Agreement shall become immediately due and payable on termination of this Agreement for any reason.
4.11 If you fail to pay the 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. Samples and Courier Charge
5.1 If specified in a Purchase Order, the Manufacturer shall submit to the Brand for approval pre-production samples of the Product and the Manufacturer shall not commence manufacture of the Product until the Brand has communicated its approval of the samples to the Manufacturer in writing (such approval not to be unreasonably withheld or delayed).
5.2 The Brand will be charged for all samples.
5.3 The Brand will be invoiced for courier charges alongside the corresponding sample invoices.
5.4 The Brand’s approval of any samples constitutes irrevocable confirmation that:
5.4.1 the Products manufactured in conformity with the samples (or differing only within normal industrial limits) will comply with the Product Specification; and
5.4.2 the Products will meet the industry standards and requirements of quality specified in the [Production Guidelines], except for defects which are not capable of being revealed on reasonable inspection by the Brand.
6.1 Delivery, insurance of the products and the passing of title and risk of the Products should be in accordance with the Manufacturer and Brand Terms and Conditions or be addressed directly with the Brand in the Purchase Order.
6.2 Any late delivery fees and charges will be applied in relation to the Manufacturer and Brand Terms and Conditions.
7. Shortages and Overages
7.1 Any shortages or overages that aren’t communicated to SupplyCompass or reflected by a change in the Purchase Order will be accepted up to a value of £100.00. For example:
7.1.1 when the quantity shortage is 4 units, at a cost price of £5.00 per unit and the total is £20.00, then it would be accepted; but
7.1.2 when the quantity shortage is 25 units, at a cost price of £5.00 per unit and the total is £125.00, then it would not be accepted
7.2 Anything above £100.00 in shortages or overages should be reflected by a credit or debit note respectively, which SupplyCompass reserves the right to request at any point.
7.3 Persistent shortages below the £100.00 limit will be monitored and could result in an accumulative credit note being requested or payment deduction.
8. Ownership and Risk
8.1 Orders will be completed on an EXW (Incoterms 2020) basis and in accordance with the Manufacturer and Brand Terms and Conditions.
9. Inspection, Rejection and Guarantee
9.1 Nothing contained in this Agreement shall in any way detract from the Manufacturer’s obligations under common law or statute or any express warranty or condition contained in the Purchase Order.
9.2 The Manufacturer shall permit SupplyCompass or its authorized representatives to make any inspections or tests it may reasonably require in relation to the Products to verify the Manufacturers’ and the Products’ compliance with this Agreement and the Purchase Order.
9.3 If the results of such inspection or testing cause SupplyCompass to be of the opinion that the Products do not conform or are unlikely to conform with this Agreement and the Purchase Order, SupplyCompass shall inform the Manufacturer and the Manufacturer shall promptly take such action as is necessary to ensure conformity.
9.4 Acceptance Quality Limit:
9.4.1 In accordance with the industry, ISO 2859-1 Single Sampling Plan: Level IIstandard, normal severity, single sampling plans only. the AQL is:
188.8.131.52 0% Critical Defects;
184.108.40.206 2.5% Major Defects;
220.127.116.11 4% Minor Defects,
9.4.2 Critical Defects: Any condition found which poses the possibility of causing injury or harm to, or otherwise endangering the life or safety of the end user of the product or others in the immediate vicinity of its use.
9.4.3 Major Defects: Any condition found adversely affecting the product’s marketability and sale-ability or adversely affecting its required form, fit, or function, and which is likely to result in the end user returning it to the source from which it was purchased for replacement or refund.
9.4.4 Minor Defects: Any condition found which while possibly less than desirable to the end user of the product, does not adversely affect its required marketability, sale-ability, form, fit, or function and is unlikely to result in its return to the source from which it was purchased.
9.5 Any Products rejected or returned by the Brand pursuant to this clause 9 shall be returned to the Manufacturer at its own risk and expense.
9.6 SupplyCompass will be entitled (but not obliged) to carry out final inspection or these may be carried out by a nominated 3rd party (as per Brand requirements). For any rejections that are outside SupplyCompass production tolerances or do not meet the Purchase Order requirements, SupplyCompass reserves the right to request its partners to:
9.6.1 Repair any rejected goods;
9.6.2 If fault is deemed critical defect then a discount of 30% is expected;
9.6.3 If fault is deemed a minor defect then a discount of 15% is expected; and
9.6.4 We reserve the right to a 100% refund for rejected goods.
9.7 Any shortages or overages that aren’t communicated to SupplyCompass or reflected by a change in invoice quantity will be accepted up to a value of £100 at unit price.
9.7.1 E.g. Cost price is £5, quantity shortage is 4 units. Total is £20 which would be accepted.
9.7.2 E.g. Cost price is £5, quantity shortage is 25 units. Total is £125 which would not be accepted.
9.8 Anything above £100 in shortages or overages should be reflected by a credit or debit note respectively, which SupplyCompass reserves the right to request at any point.
9.9 Persistent shortages below the £100 limit will be monitored and could result in an accumulative credit note being requested or payment deduction.
9.10 Should any dispute arise between the Brand and Manufacturer in relation to the provisions of this clause 9, SupplyCompass shall have the right to intervene and assist with resolving any such conflict.
10. Ownership of Intellectual Property
10.1 Nothing in this Agreement shall operate to assign or otherwise transfer any Intellectual Property Rights.
10.2 All Intellectual Property Rights in any of the Brands’ materials (including the designs of any Products and the Product Specification) and any intellectual property provided by the Brand through the Service (Brand Materials) shall remain vested in the Brand or, where applicable, the third party licensor from whom the Brand derives the right to use them.
10.3The Manufacturer represents and warrants that any materials used in the manufacturer of the Products (other than the Brand Materials) 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.
10.4 All Intellectual Property Rights in any SupplyCompass materials (including the Platform and its Confidential Information) shall remain vested in SupplyCompass. SupplyCompass materials (including the Platform software) are provided on an “as-is” basis, without warranty of any kind, express or implied.
10.5All Intellectual Property Rights in respect of any Improvement shall belong to the party who made, developed or acquired it.
11. Confidential Information
11.1 Each of SupplyCompass and the Manufacturer shall:
11.1.1 not communicate, disclose or make available all or any part of the Confidential Information to any third party without prior writtenpermission;
11.1.2 not directly or indirectly use, or permit others to use, the Confidential Information;
11.1.3 not make any announcement or disclosure in connection with the Confidential Information, without the prior written consent of the relevant party.
11.2 The obligations of confidentiality and non-use will not apply with respect to any of the following:
11.2.1 information which is generally available to the public at the time of the disclosure;
11.2.2 information already known to you at the time of the disclosure;
11.2.3 information which is subsequently disclosed by third parties having no obligations of confidentiality;
11.2.4 information which is or becomes generally available to the public in printed publications in general circulation through no act or fault of yours, your agents, employees or professional advisers;
11.2.5 requirement by any law enforcement agency to disclose the information if required to do so by a court of law.
11.3 Without prejudice to the generality of clause 11.2, information shall not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it may be of a commercial interest and a combination of two or more parts of the Confidential Information shall not be deemed to be generally available to the public by reason only of each separate part being so available.
11.4Each party shall ensure that all measures necessary are taken to secure the confidentiality of the Confidential Information including but not limited to:
11.4.1 keeping separate all Confidential Information and all information generated based on the Confidential Information from all other documents and records;
11.4.2 keeping all documents and any other material bearing or incorporating any of the Confidential Information at your usual place of business;
11.4.3 not using, reproducing, transforming or storing any of the Confidential Information in an externally accessible computer or electronic information retrieval system, not transmitting it in any form or by any means whatsoever outside your usual place of business and not copying all or any part of the Confidential Information without the prior written consent of the Brand and then only to the extent that the same is required for carrying out your obligations as set out in clause 11.2;
11.4.4 allowing access to the Confidential Information only to those employees and/or to the professional advisers who have reasonable need to see or use it and informing each of the said employees, directors and professional advisers of the confidential nature of the Confidential Information and of the obligations in respect of the Confidential Information and ensuring such employees, directors and professional advisers comply with the confidentiality and non-disclosure obligations contained in this Agreement; and
11.4.5 obtaining from employees and directors having access to the Confidential Information their undertakings to maintain the same as confidential and taking such steps as may be reasonably desirable to enforce such obligations.
12. Liability and Indemnification
12.1 Nothing in this Agreement excludes the liability of none of SupplyCompass, the Manufacturer for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any indemnity provided under this Agreement or (iv) any liability which cannot be excluded or limited by law.
12.2In performing your obligations under the agreement, you shall comply with all laws and industry regulations as applicable in your country and the Mandatory Policies. You warrant and represent to SupplyCompass that you have the right to lawfully use the Platform.
12.3Except 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.
12.4 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.
12.5 SupplyCompass is not liable for any payment from the Brand to the Manufacturer or viceversa unless expressly agree otherwise. All such payment obligations are addressed directly by and to such parties under the relevant Purchase Order.
12.6If any claim is made against SupplyCompass arising out of or in connection with the manufacture of or any defect in the Products, the Manufacturer shall indemnify SupplyCompass against all damages or other compensation awarded against SupplyCompass in connection with the claim or paid or agreed to be paid by SupplyCompass in settlement of the claim and all legal or other expenses incurred by SupplyCompass in or about the defence or settlement of the claim.
12.7SupplyCompass’ 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 Fees paid by you to SupplyCompass under this Agreement in the twelve (12) months preceding the date on which the claim arose.
12.8 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 and the technical design of the Product to be in line with the product specification and ensuring such designs do not infringe any third party rights.
12.9 Whilst SupplyCompass carries out certain compliance checks and its specifications on Brands and Manufacturers, SupplyCompass is not responsible for ensuring the Brands and Manufacturers put forward are compliant with any applicable laws, regulations or standards and is not responsible for the acts and/or omissions of the Brands. SupplyCompass provides no commitments that the information about the Brand or Manufacturer shall be correct, complete or accurate and takes no responsibility in respect of any information supplied by the Brands or the Manufacturer.
12.10 To the extent permitted by law, you indemnify and hold SupplyCompass 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 and Purchase Order; (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.
13. Term and Termination
13.1 This Agreement shall be effective as long as any Purchase Order is in force and as long as the Manufacturer use the SupplyCompass Services (including the SupplyCompass Platform).
13.2 Without affecting any other right or remedy available to it, any party may terminate this Agreement with immediate effect by giving written notice to the relevant party or parties if:
13.2.1 the Manufacturer 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;
13.2.2 any 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;
13.2.3 any party repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
13.2.4 the Manufacturer or Brand suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) of 123(2) of the Insolvency Act 1986; or
13.2.5 an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or if an administrator is appointed over any party.
13.3 Upon termination or expiry of this Agreement for any reason:
13.3.1 the terms of this Agreement shall continue to apply to any outstanding orders;
13.3.2 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;
13.3.3 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;
13.3.4 return to the relevant party all equipment, materials and property belonging to the relevant party that such party had supplied to it in connection with the supply and purchase of the Products under this Agreement; and
13.3.5 all parties shall as soon as reasonably practicable return, destroy or permanently erase any of the other parties’ Confidential Information.
14. Non-Solicitation of Employees or Contractors
14.1 In order to protect the legitimate business interests of SupplyCompass, the Manufacturer agree that it shall not:
14.1.1 attempt to solicit or entice away; or
14.1.2 solicit or entice away,
14.1.3 from the employment or service of SupplyCompass the services of any principal, agent, employee, independent contractor or in any other form of employment or engagement of SupplyCompass.
14.2The Manufacturer shall be bound by the above clause 15.1 for as long as they are using the Platform, and for a period of 12 months after it ceases to use the Platform.
15.1 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 as set out in the Purchase Order.
15.2 Any notice given to any of the parties 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 email, at 9.00 am on the next business day after transmission.
16. Modification of Agreement
16.1 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 email you with revised terms, with reasonable notice. If you disagree with the revised terms, you may terminate this Agreement with immediate effect. But this shall not affect any Purchase Order already in 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.
17. Assignment and Sub-Contracting
17.1The Manufacturer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of SupplyCompass.
17.2SypplyCompass shall be entitled to assign, transfer or charge or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written approval of the any of the other parties.
18. Anti-Slavery and Human Trafficking
18.1 The Manufacturer shall:
18.1.1 abide by the SupplyCompass [Manufacturer T&C’s and Code of Conduct];
18.1.2 ensure that slavery and human trafficking is not taking place in any part of its business or in any part of its supply chain;
18.1.3 implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains;
18.1.4 respond promptly to all slavery and human trafficking due diligence questionnaires or information requests issued to it by the Brand from time to time and ensure that its responses to all such questionnaires are complete and accurate; and
18.1.5 notify the Brand as soon as it becomes aware of any actual or suspected slavery or human trafficking in any part of its business or in a supply chain which has a connection with this Agreement.
18.2 If the Manufacturer fails to comply with any of its obligations under clause 18.1, without prejudice to any other rights or remedies which the Brand may have, the Brand shall be entitled to:
18.2.1 terminate this Agreement without liability to the Manufacturer immediately on giving notice to the Manufacturer; and/or
18.2.2 reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or
18.2.3 share with third parties information about such non-compliance.
19.1The relationship between SupplyCompass, the Manufacturer and any of the Brands 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. All parties confirms it is acting on its own behalf and not for the benefit of any other person.
19.2In the course of providing the Services, SupplyCompass shall act as an intermediary between the Manufacturer and the Brands who want to produce Products. This will include conducting discussions with the Brands around the manufacture of any Products, including the Brands’ requirements and specifications. However, SupplyCompass shall not have the power to bind you and you shall enter into an agreement directly with the relevant Brand 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.
20. Entire Agreement
20.1 This Agreement (together with the applicable Other Terms or Mandatory Policies) and the Purchase Order together constitute 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.
21.1Subject to clause 16.1 no variation of this Agreement shall be effective unless it is in writing and signed by SupplyCompass (or their authorised representative).
22.1 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.
23.1 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.
24. Third Party Rights
24.1 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
25. Dispute Resolution
25.1In the event a dispute arises between the Manufacturer and a Brand, SupplyCompass will attempt to resolve the dispute through friendly consultation between the Manufacturer and the Brand. Any dispute relating to the Products or actions or omissions of the Brand should be raised directly with the Brand, whilst ensuring to inform SupplyCompass.
25.2The 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.
25.3If the dispute is not resolved within a reasonable period, being not more than 30 days, then the you 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.
25.4If 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.
26. Governing Law and Jurisdiction
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.
SupplyCompass: MANUFACTURER CODE OF CONDUCT (2017) V 1.1
The Code is made up of four sections. Sections A, B, and C outline standards for Labour, Health and Safety, and the Environment, respectively. Section D adds standards relating to business ethics.
SupplyCompass is committed to upholding ethical and business practices and requires all of its manufacturers to adhere to this code before entering into any commercial agreement. Upon signing below, the supplier:
- a) declares their operations to be in accordance to, or surpassing, this Code of Conduct in its entirety;
- b) declares their intent to continue adherence to this Code of Conduct and assume responsibility for its execution.
Recognised management systems such as OHSAS 18001 and ILO Guidelines on Occupational Safety and Health were used as references in preparing the Code and may be a useful source of additional information. Recognised management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as references in preparing the Code and may be a useful source of additional information.
Participants are committed to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker. The labour standards are:
1) Freely Chosen Employment
Forced, bonded (including debt bondage) or indentured labour, involuntary prison labour, slavery or trafficking of persons shall not be used. This includes transporting, harbouring, recruiting, transferring or receiving persons by means of threat, force, coercion, abduction or fraud for labour or services. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company-provided facilities. As part of the hiring process, workers must be provided with a written employment agreement in their native language that contains a description of terms and conditions of employment prior to the worker departing from his or her country of origin. All work must be voluntary and workers shall be free to leave work at any time or terminate their employment. Employers and agents may not hold or otherwise destroy, conceal, confiscate or deny access by employees to their identity or immigration documents, such as government-issued identification, passports or work permits, unless such holdings are required by law. Workers shall not be required to pay employers’ or agents’ recruitment fees or other related fees for their employment. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.
2) Young Workers
Child labour is not to be used in any stage of manufacturing. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported. Workers under the age of 18 (Young Workers) shall not perform work that is likely to jeopardise their health or safety, including night shifts and overtime. Participants shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable law and regulations. Participants shall provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks.
3) Working Hours
Studies of business practices clearly link worker strain to reduced productivity, increased turnover and increased injury and illness. Workweeks are not to exceed the maximum set by local law. Further, a workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations. Workers shall be allowed at least one day off every seven days.
4) Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatch and outsourced labour will be within the limits of the local law.
5) Humane Treatment
There is to be no harsh and inhumane treatment including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers; nor is there to be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers.
Participants should be committed to a workforce free of harassment and unlawful discrimination. Companies shall not engage in discrimination based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Workers shall be provided with reasonable accommodation for religious practices. In addition, workers or potential workers should not be subjected to medical tests or physical exams that could be used in a discriminatory way.
7) Freedom of Association
In conformance with local law, participants shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation or harassment.
Health & Safety
Participants recognise that in addition to minimising the incidence of work-related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and worker retention and morale. Participants also recognise that ongoing worker input and education is essential to identifying and solving health and safety issues in the workplace. The health and safety standards are:
1) Occupational Safety
Worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles, and fall hazards) are to be controlled through proper design, engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and ongoing safety training. Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate, well-maintained, personal protective equipment and educational materials about risks to them associated with these hazards. Workers shall be encouraged to raise safety concerns.
2) Emergency Preparedness
Potential emergency situations and events are to be identified and assessed, and their impact minimised by implementing emergency plans and response procedures including: emergency reporting, employee notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans. Such plans and procedures shall focus on minimising harm to life, the environment and property.
3) Occupational Injury and Illness
Procedures and systems are to be in place to prevent, manage, track and report occupational injury and illness including provisions to: encourage worker reporting; classify and record injury and illness cases; provide necessary medical treatment; investigate cases and implement corrective actions to eliminate their causes; and facilitate return of workers to work.
4) Industrial Hygiene
Worker exposure to chemical, biological and physical agents is to be identified, evaluated, and controlled. Engineering or administrative controls must be used to control overexposures. When hazards cannot be adequately controlled by such means, worker health is to be protected by appropriate personal protective equipment programs.
5) Physically Demanding Work
Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.
6) Machine Safeguarding
Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.
7) Sanitation, Food, and Housing
Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by the Participant or a labour agent are to be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate heat and ventilation, and reasonable personal space along with reasonable entry and exit privileges.
8) Health and Safety Communication
Participants shall provide workers with appropriate workplace health and safety training in their primary language. Health and safety related information shall be clearly posted in the facility.
Participants recognise that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimised while safeguarding the health and safety of the public. The environmental standards are:
1) Environmental Permits and Reporting
All required environmental permits (e.g. discharge monitoring), approvals and registrations are to be obtained, maintained and kept current and their operational and reporting requirements are to be followed.
2) Pollution Prevention and Resource Reduction
The use of resources and generation of waste of all types, including water and energy, are to be reduced or eliminated at the source or by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, recycling and re-using materials.
3) Hazardous Substances
Chemicals and other materials posing a hazard if released to the environment are to be identified and managed to ensure their safe handling, movement, storage, use, recycling or reuse and disposal.
4) Wastewater and Solid Waste
Participants shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous). Wastewater generated from operations, industrial processes and sanitation facilities are to be characterised, monitored, controlled and treated as required prior to discharge or disposal. In addition, measures should be implemented to reduce generation of wastewater. Participants shall conduct routine monitoring of the performance of its wastewater treatment systems.
5) Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting chemicals and combustion by-products generated from operations are to be characterised, routinely monitored, controlled and treated as required prior to discharge. Participants shall conduct routine monitoring of the performance of its air emission control systems.
6) Materials Restrictions
Participants are to adhere to all applicable laws, regulations and customer requirements regarding prohibition or restriction of specific substances in products and manufacturing, including labeling for recycling and disposal.
7) Storm Water Management
Participants shall implement a systematic approach to prevent contamination of storm water runoff. Participants shall prevent illegal discharges and spills from entering storm drains.
8) Energy Consumption and Greenhouse Gas Emissions
Energy consumption and greenhouse gas emissions are to be tracked and documented, at the facility and/or corporate level. Participants are to look for cost effective methods to improve energy efficiency and to minimise their energy consumption and greenhouse gas emissions.
To meet social responsibilities and to achieve success in the marketplace, participants and their agents are to uphold the highest standards of ethics including:
1) Business Integrity
The highest standards of integrity are to be upheld in all business interactions. Participants shall have a zero tolerance policy to prohibit any and all forms of bribery, corruption, extortion and embezzlement. All business dealings should be transparently performed and accurately reflected on participant’s business books and records. Monitoring and enforcement procedures shall be implemented to ensure compliance with anti-corruption laws.
2) No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to be promised, offered, authorised, given or accepted. This prohibition covers promising, offering, authorising, giving or accepting anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage.
3) Disclosure of Information
Information regarding participant labour, health and safety, environmental practices, business activities, structure, financial situation and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of records or misrepresentation of conditions or practices in the supply chain are unacceptable.
4) Intellectual Property
Intellectual property rights are to be respected; transfer of technology and knowhow is to be done in a manner that protects intellectual property rights; and, customer information is to be safeguarded.
5) Fair Business, Advertising and Competition
Standards of fair business, advertising and competition are to be upheld. Appropriate means to safeguard customer information must be available.
6) Protection of Identity and Non-Retaliation
Programs that ensure the confidentiality, anonymity and protection of supplier and employee whistleblowers are to be maintained, unless prohibited by law. Participants should have a communicated process for their personnel to be able to raise any concerns without fear of retaliation.
7) Responsible Sourcing of Minerals
Participants shall have a policy to reasonably assure that the tantalum, tin, tungsten and gold in the products they manufacture does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. Participants shall exercise due diligence on the source and chain of custody of these minerals and make their due diligence measures available to customers upon customer request.
Participants are to commit to protecting the reasonable privacy expectations of personal information of everyone they do business with, including suppliers, customers, consumers and employees. Participants are to comply with privacy and information security laws and regulatory requirements (including our Privacy and Cookies Policy) when personal information is collected, stored, processed, transmitted, and shared.