Purity Global Ltd

Introduction

These standard terms & conditions of purchase are designed to protect Purity Global ltd, our suppliers, our customers and the wider population by ensuring the goods our suppliers deliver are;

1. Safe
2. Compliant with all relevant legislation
3. Not in breach of another person or organisations intellectual property
4. Consistently manufactured to the correct and approved quality both in terms of formulations and packaging

It is the suppliers responsibility to ensure they have sufficient resources (either internally or bought in) to enable them to be fully familiar with UK legislation for the products they supply. Any products they supply which do not conform to UK legislation or health and safety regulations should not be supplied with the reasons given detailed in writing to the Directors of Purity Global ltd in good time.

All suppliers, by supplying to Purity Global ltd, are bound by these standard terms & conditions of purchase and any alternative agreement made in writing or otherwise does not negate the suppliers obligation to the 4 points stated above.

Standard Terms & Conditions of Purchase

Standard Terms and Conditions of trade in the absence or dispute of a written contract

1 - Interpretation

In these Conditions:

Supplier - Means the manufacturer or supplier for Purity who accepts Purity’s order.

Purity - Means Purity Global Limited (company number 05237012) whose registered office is at Westwaters Oakmere, Belmont Business Park, Durham, DH1 1TW.

Conditions - Means the terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Purity and the Supplier including, but not limited to any quality assurance, the service level agreement and other conditions and/or manuals notified in writing to the Supplier by Purity from time to time.

Contract - Means the contract for the purchase of the Goods and/or the Services.

Critical Path - Means the timeline prepared by Purity in relation to the Goods containing dates and times for the delivery of the Goods to Purity to enable Purity to deliver such Goods to its customers by an agreed time.

Delivery Location - The location specified on an Order for the delivery of the Goods detailed in a Purchase Order.

Goods - Means the goods described in the Purchase Order.

Intellectual Property - Means patents, unregistered and registered designs, trademarks, domain names, rights in computer software, database rights, rights in good will, trade and business names, copyright, moral rights, know-how, rights in inventions, rights under licences, consents, orders, statutes applications for any of those rights or for renewals and extensions of such rights, or otherwise in relation to these rights and rights of the same or similar effect or nature in any jurisdiction.

Materials - Means any and all works of authorship and/or materials (in whatever format) (including copies) developed, written or prepared by the Supplier, its employees, agents or sub-contractors in relation to the Services (which may include Goods) and “Pre-existing Materials” means Materials which existed before the Contract, are “off-the-shelf” standard Goods not unique to Purity or were not created as a result of the Services.

Order - Means Purity’s purchase order, whether in electronic form or paper copy.

Resale Policy - Means Purity’s policy in relation to the resale by suppliers of Purity’s brand and own label branded products which may only be sold under strict conditions set out in such policy.

Service Level Agreement - Means the document entitled Purity’s Service Level Agreement (Purity Service Agreement 2017) or as amended from time to time.

Specification - Includes any information relating to the Goods including but not limited to quantity, quality and description and design.

Writing - Includes email and other comparable means of communication.

2 Basis of purchase

2.1 The Order is an offer by Purity to purchase the Goods subject to these Conditions. These Conditions shall apply to the Contract to the entire exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of Purity and the Supplier. The execution of the Order is sufficient to infer acceptance of these Conditions. Only Orders placed on Purity’s official Order forms will be binding.

2.2 Any forecasts provided by Purity are indicative only and do not constitute Orders or imply any commitment to purchase such volume of Goods. Unless otherwise agreed in writing, Purity agrees to commit to the minimum order quantity that has been shared by the supplier and agreed by both parties in writing. This does not grant the Supplier any exclusive rights.

2.3 In the event of a conflict between any documents forming part of Conditions and these Standard Terms and Conditions of Purchase, these Standard Terms and Conditions of Purchase shall prevail and will apply to the Contract.

2.4 Unless otherwise agreed in writing by Purity, Purity shall be entitled to all property, copyright and other Intellectual Property rights in any Materials that are created for the purpose of meeting the Supplier's obligations pursuant to the Contract. The Supplier, with full title guarantee and free from all third party rights, assigns to Purity all such Intellectual Property with the intention that it shall vest in Purity upon the creation of each of the Materials. This clause 2.4 shall not seek to transfer any Intellectual Property of the Supplier in any Pre-existing Materials which shall remain the property of the Supplier.

(a) The supplier is responsible for the formulation and the supply of componentry; they must ensure that the product meets all the requirements to make the product ‘fit for purpose’ in accordance with EU and UK law. The product must not infringe any existing patents, which includes bottle type, cap/lid mechanisms, formulation and other functions/features that a product may have and the Supplier warrants to indemnify Purity and underwrite any and all costs associated with any threat of or actual legal conflict (particularly IP) due to Purity offering their products for sale.

(b) The supplier is responsible for the correct labelling of products; this extends to the claims made on pack regarding the formulation, they must supply evidence of claims in writing within 7 days of Purity’s request. All ingredients must be correctly documented and matched to the MSDS and the packaging must comply with the latest EU/UK Legislation. Any advice given by the supplier will be considered as expert advice and will be binding if used on the packaging, unless agreed otherwise in writing.

(d) The Supplier is responsible for ensuring all packaging is safe and fit for purpose including primary packaging (e.g. bottles) and secondary packaging (e.g. cases) and that;

The products are fit for purpose and will retain their appearance and structural integrity during their entire life including the many transit journeys one would reasonably expect for such products;

Safe during the many transit journeys one would reasonably expect for such products;

Safe for consumers paying particular attention to safety for children and child proof/resistant packaging where appropriate or required by law.

2.5 The Supplier shall do all such things and execute all such documents as may reasonably be required by Purity to ensure the vesting in Purity of the Intellectual Property rights referred to at clause 2.4 above.

2.6 Upon request by Purity the Supplier shall promptly deliver to Purity all copies of the Materials then in the Supplier’s custody, control or possession.

2.7 The Supplier shall (and shall procure that its employees, contractors and agents) irrevocably and unconditionally waive all moral rights in respect of the Materials to which it may now or at any time in the future be entitled under Part I Chapter IV of the Copyright, Designs and Patents Act 1988 and under any similar laws in force from time to time in any part of the world and declares that this waiver shall operate in favour of Purity, its licensees, assigns and successors in title.

2.8 If any third party or public administration bodies lodge - against Purity - any claims related to graphic designs of packaging, Purity shall hold harmless and indemnify the Supplier from any liability for such claims. If a claim is lodged relating to the intellectual property, claims on artwork, patents, formulation, non-conformity to EU/UK law and any other claims that may occur, the supplier will indemnify Purity from any liability for such claims.

3 Quality/ Specifications

3.1 The Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by Purity to the Supplier or agreed in writing by Purity.

3.2 The Supplier shall comply with all applicable laws concerning the manufacture, packaging, packing and delivery and/or supply of the Goods and shall comply with any quality assurance requirements notified by Purity to the Supplier in writing from time to time.

3.3 Where Purity grants the Supplier with a licence or the right to use the Intellectual Property of Purity relating to the Goods or Services such right shall be for the sole purpose of developing, manufacturing and supplying the Goods or Services to Purity. The Supplier shall not use the subject matter of such rights for any other purpose nor shall it acquire any rights in any of the Intellectual Property of Purity by virtue of these Conditions or in the performance of the Contract. This licence shall terminate automatically on the completion or termination of the Contract howsoever arising. Any excess or obsolete Goods containing the Intellectual Property of Purity may only be resold with the consent of Purity and only in accordance with the Resale Policy.

3.4 The Goods shall be marked in accordance with Purity’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition. All outer cartons, packages and the like must be plainly labelled showing: the Supplier’s full name and address; Order number; and, in respect of each outer package, an individual number, SKU (if applicable) and also state the total number of outers in the consignment.

3.5 Purity reserves the right (and the Supplier and/or any sub-contractor used by the Supplier grants to Purity the right) of access to the Suppliers’/sub-contractor’s premises and /or factories to test and inspect materials and/or the Supplier’s/sub-contractor’s premises prior to the delivery of any Goods.

4 Price of the Goods

4.1 The price of the Goods and/or the Services shall be as stated in the Order. The price shall be exclusive of any applicable value added tax or other sales tax (which shall be clearly shown as a separate item on a VAT or sales tax invoice) and (subject to clause 6 below), unless otherwise agreed in writing, inclusive of all charges for packaging, packing, shipping, carriage, royalties, insurance, delivery and unloading of the Goods at the delivery address and any duties or levies other than value added tax or other sales tax.

4.2 No increase in the price may be made without the written consent from both parties. Prices agreed in writing are guaranteed for a minimum of 12 months. In the event of a price change, 3 months’ notice should be given in each case unless agreed otherwise by either party.

5 Terms of payment

5.1 Unless otherwise agreed in Writing, invoices shall be rendered following the delivery of the Goods. Purity’s Order number must be shown clearly on all invoices, together with the name of the contact for which the Goods have been supplied. Only one invoice shall be submitted in respect of each Order. Invoices must also contain: details of the Goods delivered (which must list the relevant SKU and the Goods must be listed in same order and format as set out in Purity’s Order); the delivery note number; details of any discount applicable; the Supplier’s VAT or other sales tax registration number.

5.2 Subject to any invoices which are the subject of a bona fide dispute, Purity shall pay the price of the Goods within 45 days of a proper invoice being delivered to it by the Supplier in line with clause 5.1.

5.3 Without prejudice to any other right or remedy, Purity reserves the right to set off any amount owing at any time from the Supplier to Purity (including without limitation, any amounts incurred under the terms of the Service Level Agreement) against any amount payable by Purity to the Supplier under any Contract.

6 Delivery

6.1 Unless notified otherwise in writing by Purity to the Supplier, the Supplier shall deliver the Goods to the Delivery Location on the date and at the time specified in the Order and/or as agreed between the Supplier and Purity to comply with a Critical Path. Time shall be of the essence in the delivery of the Goods and the Supplier shall comply with any reasonable instructions given by Purity or (if applicable) the Supplier involving the delivery of the Order. Where deliveries are to Purity’s warehouse, all deliveries must be made and Goods presented in compliance with the terms of the Service Level Agreement. Requirements are generalised in these terms but specific requirements (such as pallet type, load presentation, pallet height etc.) are detailed in such document which should be read in conjunction with and shall form part of these terms.

6.2 If the Supplier is unable to deliver in accordance with the Order and/or any agreed Critical Path, it must notify Purity and (if applicable) the Supplier immediately (if by telephone, followed up in Writing) although notification shall not prejudice Purity’s rights and remedies in respect of such inability.

6.3 The Supplier shall ensure that each delivery is accompanied by a delivery note which shows, amongst other things, the Order number, date of Order, number of packages and contents (if relevant) and, in the case of part delivery, the outstanding balance remaining to be delivered.

6.4 Purity may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Supplier or Purity (if applicable) has had a reasonable time to inspect them following delivery or completion or, if later, within a reasonable time after any latent defect in the Goods has become apparent (and in any event, no earlier than seven days after delivery).

6.5 If the Goods are not delivered on the due date and time or are not in accordance with the Specification, then (in the case of non delivery) the Supplier shall deliver the Goods at the next possible convenient time for the Supplier or Purity (if applicable), or without prejudice to any other rights it may have, Purity reserves the right to:

(a) cancel the Contract in whole or in part;

(b) refuse to accept any subsequent delivery of the Goods that the Supplier attempts to make;

(c) recover from the Supplier any expenditure incurred by Purity in obtaining the Goods in substitution from another supplier;

(d) send the Goods to be reworked in order to conform to Specification and recharge the reworking costs to the Supplier; and

(e) claim damages for any additional costs, loss (including direct loss of profits) or expenses incurred by Purity which are in any way attributable to the Supplier’s failure to deliver the Goods and/or supply the Services on the due date.

6.6 Where Purity agrees in writing to accept delivery and/or supply by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless, failure by the Supplier to deliver any one instalment shall entitle Purity to treat the whole Contract as repudiated.

7 Risk and Property

7.1 Risk of damage to or loss of the Goods shall remain with the Supplier until delivery to Purity.

7.2 The ownership in the Goods shall pass to Purity upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to Purity once payment has been made. Due to Purity’s operation, it is unable to separate and keep identifiable paid for Goods from unpaid Goods as is typically required under retention of title clauses.

7.3 Where the Order relates to the carriage of Goods, then, unless otherwise agreed by Purity in Writing, the Supplier and/or its nominated carrier shall be responsible for the proper and safe loading of the Goods and their delivery in an undamaged state to the delivery address.

9 Warranties and liability

9.1 Without prejudice to any conditions implied by law, the Supplier warrants to Purity that:

(a) the Goods will be safe for its entire life including in transit from leaving the suppliers factory, in various warehouses and DC’s, in retail shops, and in final consumers’ homes and contain all instructions for use; will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier at the time the Order is placed; will be free from defects in design, material and workmanship at the time of delivery and, unless otherwise agreed in Writing; will correspond with any relevant Specification or sample; will be delivered free of infestation and will comply with all statutory requirements and regulations relating to the manufacture, packaging and onward sale of the Goods in all jurisdictions (including, without limitation, the place of manufacture, the place of delivery and the United Kingdom as the jurisdiction of onward sale of the Goods) together with any quality assurance requirements notified by Purity to the Supplier in Writing from time to time.

(b) it shall perform the Services in accordance with the Conditions, the Specification and the time periods specified in the Order using such skill, care and diligence as is to be expected from a provider of such services experienced in the provision of services of the size, type, scope and complexity of the services forming part of the Services, use personnel who are suitably skilled and experienced to perform tasks assigned to them, in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract and in accordance with all applicable laws.

9.2 The Supplier warrants that it shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with Purity’s ethics, anti-bribery and anti-corruption policies as notified from time to time; have and shall maintain in place throughout the term of any Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, and will enforce them where appropriate; provide such supporting evidence of compliance as Purity may reasonably request and ensure that all persons associated with the Supplier or other persons who are performing Services in connection with any Contract comply with this clause.

9.3 For the purpose of clause 9.2, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under that Act) but for the avoidance of doubt a person associated with the Supplier includes any authorised subcontractor of the Supplier.

9.4 Where applicable the Supplier warrants that it will discharge its obligations under any collateral warranty or guarantee given in favour of the Supplier and indemnify and keep Purity indemnified against all liabilities, losses and damages suffered by Purity as a result of the failure of the Supplier to discharge any such obligations to the Supplier

9.5 The Supplier warrants (as at the date of the Contract and as at, in the case of Intellectual Property not effectively assigned by clause 2.4 above, the date of assignment pursuant to clause 2.5) that:

(a) all of the Materials will be its own original work and will not have been copied, wholly or substantially, from any other work or material;

(b) the Supplier is the sole legal and beneficial owner of the Intellectual Property in the Materials;

(d) it has not granted or assigned to any third party any rights of any nature in the Intellectual Property rights to be assigned to Purity pursuant to clauses 2.4 to 2.8;

(e) the exploitation by Purity in any way whatsoever of the Materials will not infringe the copyright, moral rights or any other rights of any third party.

9.6 Without prejudice to any other remedy if any Goods are not supplied or performed in accordance with the Contract, then Purity may:

(a) notify the Supplier within 30 days of the date of delivery or failure to comply with the Service Level Agreement (or, if later, within 7 days of the date of discovery of any damage or defect not apparent on a reasonable inspection or knowledge of non-compliance with the Service Level Agreement) and require the Supplier to:

(i) in the case of Goods: repair the Goods or to supply replacement Goods in accordance with the Contract within 7 days (or such other timescale as Purity may notify to the Supplier in Writing) or comply with the Service Level Agreement within a timescale as Purity may notify to the Supplier in Writing; and/or

(b) notwithstanding Purity requesting any other action pursuant to the provisions of the Contract, treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the price which has been paid.

10 Indemnity

10.1 The Supplier shall indemnify Purity in full against direct, indirect and/or consequential liability (including, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), damages, costs and expenses (including, without limitation, legal and other professional expenses) awarded against or incurred or paid by Purity as a result of or in connection with:

(a) breach of any term of the Contract or any warranty given by the Supplier in relation to the Goods and/or the Services including for the avoidance of doubt (and without limitation) those warranties set out at clause 9;

(b) any claims, demands, proceedings or actions that the Goods and/or the Materials infringe, or their importation, use or resale, infringes, the Intellectual Property rights of any other person; and/or

(c) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering, including, without limitation, death and injury to person and damage to property caused directly or indirectly by negligence or breach of statutory duty of the Supplier or sub-contractor.

11 Insurance

11.1 Unless otherwise agreed in Writing, the Supplier shall effect and maintain the following insurances:

(a) a general third party insurance policy with a combined bodily injury and property damage limit of not less than £10 million per occurrence or series of occurrences arising from the one event; and

(b) a products liability insurance policy with a limit of not less than £10 million per occurrence or series of occurrences arising from the one event;

(c) an employer’s liability insurance policy with a limit of not less than £10 million per occurrence or series of occurrences arising from the one event; and

(d) where the Supplier is providing professional and/or advisory services advice, professional indemnity insurance with a limit of not less than £1 million per occurrence or series of occurrences arising from the one event.

11.2 The Supplier shall forward the policies for these insurances for examination to Purity within one week of Purity’s request.

12 Termination

12.1 Purity may cancel the Order in respect of all or part only of the Goods by giving notice to the Supplier at any time prior to delivery or performance, in which event Purity’s sole liability shall be to pay to the Supplier the price for the Goods (to the extent performed) in respect of which Purity has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.

12.2 Purity may terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:

(a) the Supplier commits a material or persistent breach of the Contract;

(b) the Supplier ceases or threatens to cease to carry on its business;

(c) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes bankrupt or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier or Purity reasonably apprehends that any of the foregoing events is about to occur in relation to the Supplier and notifies the Supplier accordingly;

(d) the Supplier suffers any similar or analogous event to those noted in clauses 12.2(b) and (c) in any jurisdiction.

12.3 Upon termination, the Supplier shall immediately return any property that it has in its possession that belongs to Purity and will ensure that any sub-contractor does the same. The Supplier shall bear the full cost of returning such property. In the event that such property is not returned Purity shall be at liberty to recover the cost of replacing the property from the Supplier.

12.4 The termination of the Contract, however, arising, shall be without prejudice to the rights and duties of Purity accrued prior to termination. The Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

12.5 Each party has the right to terminate the contract with mutual consent; this must be given in writing with no less than 3 months’ notice. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. A notice is deemed to have been given on the date on which it is left, in case of a notice being hand delivered is deemed to be have been given at the time of delivery and in the case of a notice being sent by post, it is deemed to have been given two days after the date of posting provided that in each case a notice is received outside of normal business hours or on a day which is not a business day shall be deemed to have been received at the start of the next business day.

13 General

13.1 The Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the written consent of Purity.

13.2 The Supplier shall keep in strict confidence all technical and commercial know-how, specifications and/or initiatives which are of a confidential nature and have been disclosed to the Supplier by Purity and any other confidential information concerning Purity’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to those of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to Purity and shall ensure that such employees agents or sub-contractors are subject to like obligations as bind the Supplier.

13.3 No waiver by Purity of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13.5 Save in respect of any member of Purity, a person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.6 Purity reserves the right to defer the date of supply, delivery or payment or to cancel the Contract or reduce the volume of Goods ordered without liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Purity including, without limitation, acts of God, governmental actions, war or national emergency, acts or terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce).

13.10 The Contract shall be governed by the EU/UK laws, and the Supplier agrees to submit to the non-exclusive jurisdiction of the EU/UK courts.

Terms & Conditions

Purity was formed in the UK, where we have our head office, by a group of experienced household and non-food retail experts