Buyer Terms and Conditions for Vendor Source
A standards, specifications, descriptions, testing requirements and Code of Vendor Conduct (all of which Vendor acknowledges receiving); (c) is free from defects in design, workmanship and materials; (d) does not infringe any third party’s contractual or proprietary rights; and (e) will be transferred to AUTO with a good and marketable title thereto, free and clear of all charges, security interests and encumbrances...Over-ship tolerance might various according to different brand/shipping destination, please contact related Merchandising team/vendor manual for more detail. Buyer Terms and Conditions and Vendor/ Supplier selection shall comply with all environmental stewardship programs mandated by law and in particular: (a) in each jurisdiction in which Vendor is required to participate in an environmental stewardship program Vendor Source shall provide AUTO with written proof of its participation and disclose its registration number(s); (b) in each jurisdiction in which Vendor is not required to participate in an environmental stewardship program Vendor shall provide AUTO with detailed packaging information formatted as requested by AUTO , and inform AUTO of any changes to such packaging in a timely manner; (c) AUTO shall calculate the environmental stewardship fee(s) and where such fee(s) are not collected at "point of sale" and Vendor is not a participant of the applicable environmental stewardship program(s), these fees shall be payable forthwith to AUTO by Vendor.
Buyer Terms and Conditions shall indemnify and save harmless AUTO against all actions, claims, liabilities, direct, indirect and consequential damages, costs, settlements, and expenses which arise from any breach in any representations and warranties or in the performance of any obligations including (a) injury or death, or damage to property in any way relating to the Merchandise, except as shall result from AUTO ’s sole negligence; and (b) the cost of any recall, repair or replacement. AUTO may in its sole discretion settle, resolve or defend any such matter without prejudice to the above indemnifications.
Vendor shall maintain product liability insurance including contractual liability insurance in such manner and amount as will fully protect it in connection with any potential claim for injury or death of any person or damage to property arising relating to the Merchandise. Certificates of Insurance (naming both Vendor Source and AUTO as named insureds) shall be furnished forthwith to AUTO and any changes shall be immediately reported to AUTO .
Buyer Terms and Conditions shall obtain any authorization required to export the Merchandise from the country of origin and subsequent importation to the country of destination, and shall be liable for detention or refusal of entry. Merchandise which cannot be imported within a reasonable time may be returned to Vendor at its expense and AUTO may demand a full refund.
Enter additional for this shipment in remarks field. Remarks will be printed in the commercial invoice. For styles without commercial goods description displayed in commercial invoice vendor should key in the goods description for each style in this field for US, Canada. Regarding EU shipments goods description discrepancy, please contact related merchandising team. Any information provided to Vendor relating to AUTO including any statistics and any information concerning AUTO ’s business strategies are trade secrets of AUTO and shall be kept strictly confidential by Vendor.
All rights in designs and features supplied to or developed by Vendor including all copyrights, trademarks, industrial designs, patents and other intellectual property rights connected with the Merchandise ("Design Features") are AUTO ’s property and shall be used only in connection with Merchandise. Vendor hereby sells, assigns and transfers to AUTO and its successors and assigns, the entire right, title and interest, in perpetuity, throughout the world, on a royalty-free basis, in and to all property rights in the Design Features and shall on demand cause its employees and all other third parties involved in the manufacture of the Merchandise or the creation of the Design Features to provide to AUTO a waiver of all moral rights and to assign all property rights. The name of AUTO or any of its trademarks, trade names, logos or labels shall only be used on Merchandise with AUTO ’s authorization and according to its direction.
Vendor acknowledges and agrees that payment will be sent via "T.T." (wire transfer) approximately 60 days after shipping, except for merchandise delivered for shipping in February and August in which case payment will be sent approximately 90 days after shipping, in United State dollars currency. Wire transfer instructions must be completed and forwarded to AUTO Import Logistics prior to shipping; and if any element of said instructions changes, it is the responsibility of Vendor to advise AUTO Import Logistics forthwith. Vendor, and not AUTO , will be responsible for late or mis-directed payments if Vendor fails to notify AUTO of changes in time implement them.
Vendor acknowledges and agrees that time is of the essence in the delivery of the Merchandise at the dates, times and to the F.O.B. Port set out in this purchase order. If Merchandise is transported to the F.O.B. Port after the Must Arrive By Date, AUTO may elect to refuse delivery of Merchandise for failure to comply with the terms of this purchase order without any liability relating to the Merchandise or payment for same.
Vendor agrees that any non-compliance with the delivery times or detailed requirements in this purchase order or of AUTO ’s Offshore Vendor Logistics Guide compliance policy as it may be amended from time to time, will constitute non-compliance with AUTO ’s Offshore Vendor Logistics Guide compliance policy. In the event of such non-compliance Vendor shall at AUTO ’s demand pay, or at AUTO ’s option shall have set off against amounts owing to Vendor by AUTO (including the purchase price required to be paid for the Merchandise) the amounts set out in AUTO ’s Offshore Vendor Logistics Guide compliance policy including, without limiting the generality of the foregoing - $200 USD per purchase order for late bookings of appointments and/or 10% of the total value of this purchase order in the event of (a) delivery after the Must Arrive by Date which is accepted by AUTO , or (b) Vendor-requested extension of the Must Arrive By Date which is agreed upon by AUTO .
If Vendor does not comply with these terms and conditions AUTO may, in addition to any other rights it may have: (a) cancel this purchase order; (b) require reimbursement for the reduced value, or subtract such amount from future amounts owed to Vendor; and/or (c) at Vendor’s expense, repair non-conforming merchandise, or return it to Vendor Source for a full refund. AUTO may without liability cancel this purchase order if it believes Vendor has or will become insolvent or unable to pay its debts as they become due, or if Vendor’s business is discontinued or substantially disrupted.
If vendor is going to approve the invoice, this field has two purpose to achieve --- for payment & customs clearance. If this is for payment only, vendor invoice number is required. If this is for payment & customs clearance, this filed should input shipment ID who becomes the invoice number. AUTO may subtract from amounts payable to Buyer Terms and Conditions amounts owed by Vendor to AUTO . AUTO may at any time declare immediately due and payable any amounts owing by Vendor Source to AUTO .
This purchase order relates solely to the Merchandise; it supersedes any prior import order relating to the Merchandise; and it supplements any other written agreements between the parties. If any other written agreement between the parties is inconsistent with this purchase order, then the agreement which provides the greatest protection to AUTO shall govern, to the extent of the inconsistency. is a system for vendors and factories to confirm the Purchase Order, update the production status, print carton labels and enter the advanced shipment notice information.
This purchase order shall be governed by the laws of Ontario and the federal laws applicable therein. The parties attorn to the jurisdiction, agree to be bound by any orders, and agree not to contest the jurisdiction, of the courts in the Province of Ontario except that ay dispute or claim related solely to Lord & Taylor LLC shall be governed by the laws of New York and the parties attorn to the jurisdiction, agree to be bound by any orders, and agree not to contest the jurisdiction, of the courts of New York. This purchase order and payments due to Buyer Terms and Conditions shall not be assigned or transferred without the prior consent of AUTO , which may be arbitrarily withheld. Any notice or approval shall be in writing and either delivered personally or sent by fax or e-mail to the latest address communicated, and deemed delivered on the date delivered or sent. Nothing shall be construed as constituting either party an employee, agent, partner or joint venture of the other. Any provision of this purchase order may be waived without prejudice with respect to breach of any other provision. The waiver by either party of any breach of any provision shall not be taken or held to be a waiver of any further breach of the same provision. If any provision of this purchase order is adjudged by a court to be invalid or unenforceable, this shall not affect any other provision, or the validity or enforceability of this purchase order.
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