Ceylon / Sri Lanka
Assam, India
Japan
Taiwan
Nepal
China
Kenya
Egypt
South Africa
General Purchasing Terms and Conditions of The East India Company Collections Limited
It is the policy of The East India Company Collections Ltd, with its registered office at 97, New Bond Street, London, W1S 1SL, ( ‘EICC’, the ‘Company’, ‘us’, ) to ask all Suppliers for a Quotation for every intended Purchase, issue a Purchase Order which specifies the Delivery Address, the Date of Delivery, the Product Code if available, the Price, and pay for the purchase based on an Invoice from Supplier which tags the Purchase Order and gives the full details as per Schedule I and as per Purchase Order raised. A Purchase Order raised by the Company shall be considered as a ‘contract’ for the purposes of these terms and Conditions.
1.1 These General Terms and Conditions of Purchase (hereinafter the “General Terms and Conditions”) apply to all business relationships with our suppliers (hereinafter individually “Supplier”). These General Terms and Conditions apply only if Supplier is an entrepreneur, a public entity (as defined in Companies Act 2006).
1.2 Any General Terms and Conditions of Supplier different from, in conflict with, or in addition to our General Terms and Conditions shall be part of the contract only if and to the extent we have expressly consented to their applicability in writing. Acceptance or payment of products or services by The East India Company Collections Ltd. (hereinafter “EICC”) shall not be construed as consent to any general terms and conditions of Supplier.
1.3 These General Terms and Conditions shall also apply to any future business transactions between EICC and Supplier. EICC shall promptly notify Supplier of any changes to these General Terms and Conditions.
1.4 Any modifications or amendments to orders or contract terms must be in written form.
2.1 The delivery periods/deadlines specified in the Purchase Order are binding. If no delivery period is specified in the Purchase Order or otherwise agreed, the delivery period shall be two weeks from the beginning on the Purchase Order date.
2.2 Compliance with delivery periods/deadlines shall be determined with reference to the date the goods arrive at the place of performance free of defects or, if provided by contract or applicable law, the date the goods are successfully accepted or otherwise successfully pass inspection, as applicable.
2.3 EICC shall inspect the goods received within 1 week from the date of receipt. In the event any defects are found, EICC will immediately inform the Supplier giving details of the defects and make arrangement to return the goods at the Suppliers cost and as per mutually agreed timelines. Supplier will immediately upon receipt of the defective goods issue appropriate credit note for the value of the defective goods returned.
2.4 Supplier shall promptly notify EICC if and as soon as circumstances occur or become reasonably apparent indicating that Supplier will not be able to perform its obligations under a contract in whole or in part or will not be able to do so in a timely manner.
2.5 In the event of non-delivery EICC may avail itself of all remedies available under applicable law, without limitation, including the right to rescind the contract and the right to claim expectation damages after a reasonable grace period has expired without receipt of delivery.
2.6 The risk of loss shall not transfer to EICC until the goods have been delivered to EICC at the agreed place of destination, even if the parties have agreed upon shipment.
3.1 Delivered goods shall become the property of EICC at the latest when payment is made.
3.2 Any extended or expanded retention of title in favor of Supplier is hereby excluded, unless otherwise agreed in writing, for example for consignment goods.
3.3 Supplier warrants that EICC’s use of ordered products or services, will not infringe any rights of third parties, including, without limitation, any intellectual property rights of third parties. Supplier agrees to fully hold harmless and indemnify EICC from and against any and all claims brought by third parties based upon any infringements, e.g., infringements of copyrights, patents, utility patents, design patents, trade- marks or other intellectual property rights, such as trade secrets or rights under unfair competition law.
4.1 Supplier agrees to deliver no products made under working conditions that involve exploitation, harm the environment or human health, or are inhumane or degrading, including, without limitation, child labour. Upon request Supplier shall designate the place of production to EICC and provide EICC with access to the place of production for inspection purposes.
4.2 Deliveries shall be made in conformity with the provisions of the EICC Purchase Order, which are hereby made a part of and incorporated by reference into these General Terms and Conditions.
4.3 Deliveries shall be in conformity with generally accepted engineering principles applicable at the place of performance at the time delivery is made and in compliance with all laws and regulations applicable at the place of performance, including, without limitation, product and occupational safety laws and regulations, environmental and social standards, labeling laws and regulations, consumer protection laws and regulations and accident prevention laws and regulations. This shall also apply, without limitation, to compliance with social standards and the International Code of Conduct, and to chemical and/or physical materials testing results.
4.4 Supplier shall label goods to be delivered in conformity with applicable laws and regulations and as per the requirements and specifications of EICC, enclose all accompanying documentation, such as safety data sheets , and deliver goods in such a form and along with such information as is needed to guarantee the unimpeded worldwide distribution of the products by EICC. In addition, Supplier shall provide information about any non- European import requirements or restrictions. If such information is missing at the time of delivery or is not provided later upon demand within a reasonable time period, EICC shall have the right to bring warranty claims in accordance with the terms of the contract and applicable law, without prejudice to any other rights and claims.
4.5 Supplier shall deliver all goods, including packaging, in compliance with the following:
If goods are transported by aircraft, with the applicable provisions of the Dangerous Goods Regulations of the International Air Transport Association (IATA-DGR), the requirements of the International Civil Aviation Organization Technical Instructions (ICAO-TI), enclosing with deliveries the appropriate safety sheets in the English language and identifying all hazardous features relevant for transport, including the correct technical name and applicable UN number.
5.1 All negotiated prices shall be valid for the agreed time period or until changed by mutual agreement of the parties and shall be specified in the Purchase Order issued by EICC.
5.2 Prices shall include all expenses of Supplier, such as customs fees, packaging and insurance, as well as free delivery, unless otherwise agreed in writing.
5.3 Unless otherwise agreed, EICC shall make payment by cheque or by bank transfer on terms agreed in writing or through a separate Supply/ Purchase agreement. Timeliness of payment shall be determined with reference to the date the funds are mailed or transferred by EICC. Payment periods and cash discount periods shall commence on the date on which delivery is made free of defects, however not before the date the invoice is received by EICC.
5.4 Payment by EICC shall not be construed as agreement to or acceptance of any prices, terms and conditions.
5.5 Deduction of a cash discount shall also be permitted if EICC exercises its right of offset or withholds payment in a reasonable amount due to defects.
6.1 Invoices for goods, as well as credits, shall be sent exclusively to the following address: The East India Company Collections Ltd., 97 New Bond Street, London, W1S 1SL, United Kingdom.
6.2 Invoices shall be based on the packing list (one packing list = one invoice). Please refer to the EICC Requirements for Invoices and Credits in Schedule I.
7.1 Supplier shall not assign any claims against EICC to any third parties or allow such claims to be collected by any third parties, except with the prior written consent of EICC. This shall not apply to monetary claims.
7.2 EICC shall have the right to offset counterclaims against claims of Supplier.
7.3 Supplier shall have no right to offset any counterclaims unless such counterclaims are undisputed or have been established by a final and conclusive court judgment.
8.1 For goods required to be inspected by EICC, the period for inspection and providing notice of any visible defects is five business days from acceptance of delivery. The period for providing notice of any defects not visible from the outer packaging is five business days from discovery of the defect.
8.2 Supplier’s warranty obligations for defects shall be governed by applicable law, unless provisions specifically negotiated by the parties take precedence.
8.3 If Supplier wrongfully fails to fulfill its warranty obligations or obligations to correct defects within a reasonable time period set by EICC, EICC shall have the right to perform the necessary work, or have such work performed by third parties, at the cost and risk of Supplier. Supplier’s contractual and legal warranty obligations, obligations to correct defects, and obligations to pay damages shall remain unaffected thereby.
8.4 The warranty period shall be as provided by applicable law. If Supplier receives a notice of defect from EICC, the limitation period shall be tolled until the defect is corrected or correction of the defect is refused.
8.5 If goods are replaced or repaired, the warranty period for the replaced or repaired goods shall begin to run anew.
9.1 Supplier’s liability shall be governed by applicable law.
9.2 Supplier shall indemnify and hold harmless EICC from and against any and all claims brought by third parties on the basis of any defects, infringements of intellectual property rights of third parties, or product damages caused by products or services delivered by Supplier, based upon the degree to which such damages were caused by Supplier. If as a result of any defect of a product delivered by Supplier EICC is obligated to recall products from third parties, Supplier shall be liable for all costs associated with the recall.
9.3 Supplier shall at its own cost maintain a product liability insurance policy with a coverage limit of at least GBP 5 million. Supplier shall transmit a copy of the liability insurance policy to EICC at any time upon demand.
Without prejudice to any other rights, EICC shall have the right to rescind contracts if the performance of such contracts would be in violation of any national and/or international foreign trade laws or regulations, such as embargoes or sanctions.
11.1 Supplier shall keep confidential the contents and terms and conditions of orders placed by EICC (including, without limitation, prices and quantities), as well as all information and documentation made available for this purpose, in each case with the exception of information that is in the public domain). Supplier shall require its employees and subcontractors to agree to the same duty of confidentiality.
11.2 Except with our prior written consent Supplier shall not make reference to its business relationship with us in any advertising materials, brochures, etc., and Supplier shall not display any items produced for us.
12.1 The place of performance for all obligations of Supplier is the specified delivery address, and the place of performance for all payments is the registered office of the EICC.
12.2 All orders shall be subject to the laws of the England. Applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.
12.3 The exclusive venue and jurisdiction for all disputes arising from or in connection with this agreement between Supplier and EICC shall be in the courts of England and Wales and shall be interpreted as per the Laws of England and Wales. EICC reserves the right to file legal action against Supplier in a different court.
13.1 If any provisions of the agreement between Supplier and EICC, or of these General Terms and Conditions are or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected thereby. Any invalid or impracticable provision shall, as of the date of invalidity/impracticability, automatically be replaced by such valid provision as most closely approximates the economic effect of the original provision taking into consideration the interests of both parties, unless a provision of applicable law that was overridden by the invalid provision is revived. The same shall apply, mutatis mutandis, if any provisions have been inadvertently omitted.
13.2 In the event of any conflicts between this English version of these General Terms and Conditions and any foreign language version of these General Terms and Conditions, this English version shall be considered as the controlling one and shall prevail over all other versions.
Requirements for Invoices and Credits
Invoices must include the following information:
• the full name and address of the supplier and the recipient of the products or services
• the VAT ID number of the party delivering the products or services; for deliveries within the EU, the VAT ID number of the party receiving the products or services also must be included
• the invoice date
• a serial invoice number
• the quantity and type of products delivered, which should be in relation to the Purchase Order
• the date when the products or services were delivered
• the charges broken down by tax rates and individual tax exemptions, and any agreed discounts
• the tax rate and tax amount, or notice of any tax exemption
In addition, EICC requires the following information for the easy verification of invoices:
• the Purchase Order number(s) and item(s)
• the packing list number(s) and item(s)
• an itemized list of all invoiced products (no summary)
• Supplier and EICC item number, as well as product description
• invoice reference for credits
• net amounts for invoiced items (excluding VAT)
• currency
• bank account information (IBAN/SWIFT code)
• agreed payment terms
• invoice in the English language for foreign suppliers
