Standard Purchase Conditions

1.1. In these Terms and Conditions, except to the extent expressly provided otherwise:

Conditions: the terms and conditions set out in this document.

Contract: the contract between Waste2Wear and the Supplier for the sale and purchase of the Goods specified in the Purchase Order under these Conditions.

Delivery Date: the date specified in the Purchase Order. Delivery Location: the address for delivery of Goods as set out in the Purchase Order.

Goods: the goods (or any part of them) set out in the Purchase Order. Mandatory Policies: Waste2Wear’s Supplier Code of Conduct.

Purchase Order: Waste2Wear’s order for the Goods as set out and specified in Waste2Wear’s Purchase Order and which includes (without limitation) price, volume, quality, delivery date, delivery location, approved place of manufacture, approved place of storage, shipping requirements, and Waste2Wear’s customer requirements.

Specification: the description and specification for the Goods that is set out in the Purchase Order and as otherwise may be agreed in writing by Waste2Wear, which includes (without limitation) product name, colour, style, size, and any sample which was tested and approved by Waste2Wear prior to placing the Purchase Order.

Supplier: the company identified in the Purchase Order from which Waste2Wear purchases the Goods.

Waste2Wear: the Waste2Wear group company which places the Purchase Order.

Waste2Wear Materials: has the meaning set out in clause 8.

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. The Purchase Order constitutes an offer by Waste2Wear to purchase the Goods in accordance with these Conditions.

2.3. The Purchase Order shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Purchase Order or doing any act consistent with fulfilling the Purchase Order at which point the Contract shall come into existence.

2.4. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

1. correspond with the Specification;
2. be of good quality and fit for any purpose made known to the Supplier by Waste2Wear;
3. be free from defects in design, material and workmanship;
4. comply with all applicable laws and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
5. comply with all applicable laws and regulatory requirements relating to the environment;
6. are made from certified recycled materials;
7. are made in compliance with all applicable labour laws and regulations, and
8. are only manufactured and/or stored in the place or places that is or are specified by Waste2Wear in the Purchase Order.

1. the Goods are properly secured in such manner as to enable them to reach their destination in good condition;
2. the Goods are insured with a reputable insurance company for full value against loss or damage during shipment; and
3. each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

1. on the Delivery Date;
2. at the Delivery Location; and
3. during Business Hours, or as instructed by Waste2Wear.

1. less than 95% of the quantity of Goods ordered, Waste2Wear may reject the Goods; or
2. delivers more than 105% of the quantity of Goods ordered, Waste2Wear may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense.

1. to terminate the Contract;
2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid,
4. to require the Supplier to return any part payment or pre-payment;
5. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
6. to recover from the Supplier any costs incurred by Waste2Wear in obtaining substitute goods from a third party; and
7. to claim damages for any other costs, loss or expenses incurred by Waste2Wear which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

Title and risk in the Goods shall pass to Waste2Wear on completion of delivery.

1. includes all taxes (including VAT if applicable); and
2. includes the costs of packaging, insurance, and carriage of the Goods to the Delivery Location.

The Supplier acknowledges that all materials, equipment, and tools, blockchain seals, stickers and locks, moulds, filters, drawings, specifications, samples, intellectual property, know how, and data supplied by and/or on behalf of Waste2Wear to the Supplier are Waste2Wear Materials. Waste2Wear Materials may also include Waste2Wear customer intellectual property, information and/or materials (such as hang tags). Waste2Wear Materials are and shall remain either the property of Waste2Wear or of Waste2Wear’s customer for any customer intellectual property. Information or materials. The Supplier may use Waste2Wear Materials only for the purpose of fulfilling the Order in accordance with the Contract. The Supplier shall keep Waste2Wear Materials in safe custody at its own risk and maintain them in good condition until returned to Waste2Wear. The Supplier is expressly prohibited from using any Waste2Wear Materials for, in connection with and/or in any way related to any activity for any third party. The Supplier may only use Waste2Wear Materials in accordance with Waste2Wear’s written instructions or authorisation.

1. any claim made against Waste2Wear for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
2. any claim made against Waste2Wear by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
3. any claim made against Waste2Wear by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors;
4. any misuse of Waste2Wear Materials; and
5. the Supplier will accept the results of Waste2Wear’s RA3 testing (conducted by either Wessling or another test agency) as conclusive evidence for a Waste2Wear claim under this section if the result of any RA3 test shows the content of RPET is lower than the agreed level.

During the term of the Contract and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Waste2Wear’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

1. to its employees, officers, representatives and/or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives and/or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

1. comply with all applicable laws, statutes, regulations, and codes from time to time in force; and
2. comply with Waste2Wear’s Supplier Code of Conduct.

1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach with 14 days of the Supplier being notified to do so;
2. the Supplier takes any action in connection with entering administration, provisional liquidation, an arrangement with its creditors, bankruptcy, being wound up, having a receiver appointed to any of its assets;
3. the Supplier changes the place of manufacture or storage of the Goods and/or subcontracts all or any part of the manufacture of the Goods; and/or
4. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving fourteen days’ written notice to the affected party.

15.1. Assignment and other dealings

15.2. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of Waste2Wear.

15.3. No Subcontracting: The Supplier may not subcontract any or all its rights or obligations under the Contract without express prior written approval from Waste2Wear’s senior management.

15.4. Non-Compete: The Supplier may not directly or indirectly contract with any Waste2Wear Customer during the duration of the Contract and for twelve months after its end.

15.5. Entire agreement: The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering the Contract it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.6. Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Waste2Wear.

15.7. Waiver: Waste2Wear’s delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.8. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.9. Notices: Any notice given to a party under or in connection with the Contract shall be in writing and may be delivered by hand or by delivery service at either its registered office or a principal place of business or by electronic communications, such as email to the email addresses that have been used by the parties in connection with the Purchase Order. Any notice shall be deemed to have been received: if delivered by hand or delivery service, at the time the notice is left at the proper address; or if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

15.10. Third party rights: The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.11. Governing law: The Contract, and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Waste2Wear company issuing the Purchase Order.

15.12. Dispute Resolution: Any dispute, controversy, difference or claim arising out of or relating to this Contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.