Sunland General Terms & Conditions
## Part I. General application
### Article 1. General provisions
1.1. These are the general terms and conditions of Sunland, hereinafter referred to as Sunland.
1.2. The general conditions are applicable to all contracts, bids, offers, orders, deliveries, invoices and other legal relationships between Sunland and her customers, suppliers and contractors.
1.3. These conditions keeps all terms and conditions of sale/service from the suppliers/contractor and customers intact so far as if one or more of the provisions of these general terms and conditions or of the accompanying contract are invalid, void or set aside, the remaining provisions of these general terms and conditions and the contract shall remain applicable in full.
1.4. Sunland may consider the address of a contracting party at the time of concluding an agreement as the right address until the contractor notifies Sunland as such in writing per registered mail. All letters, reminders, summonses, notices, writs and notices delivered shall be construed as sound and legally valid if sent to the first address given or delivered, as long as the new address is not changed in the prescribed manner.
### Article 2. Definitions
The following terms shall have the meaning as set out thereafter:
2.1. Agreement: The purchase/service contract completed by Supplier/contractor and confirmed by Sunland, or other form of agreement, concluded between Sunland and a Supplier/contractor with regard to the procurement, supply, transport of Goods.
2.2. Applicable Law: Any and all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any governmental authority, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the supplier or Sunland in question is a party or by which any of its assets or properties are bound.
2.3. Conditions: General Terms and Conditions, which will be updated in due time.
2.4. Non-conforming Goods: Goods that are delivered to Sunland or its clients and that do not comply with the approved final test sample.
2.5. Estimated time of departure: The departure date as confirmed by Sunland and supplier/contractor in the Proforma invoice or by other means, on which it is expected that the transport of goods is departing from the place of origin. Other synonyms are deemed invalid.
2.6. Goods: The commercial goods as purchased by Sunland/client and to be supplied by supplier/contractor as referred to in the agreement.
2.7. Order: An individual order for the delivery of Goods under the agreement, submitted by Sunland in writing or by electronic means.
2.8. Stock-on-hand Date: The date as stated in the purchase contract on which the agreed quantity of goods (or part thereof) must be available for the Sunland/customer.
2.9. Supplier: The natural person or legal entity supplying goods to Sunland/customer under the agreement.
2.10. Customer: A person or legal entity that purchases goods from Sunland or any other relationship in which Sunland is perceived as the supplier.
2.11. Approved Final Test Sample: A representative product that has successfully passed all required test and evaluation criteria and has been formally approved by Sunland. The approved final test sample serves as the reference standard for mass production.
### Article 3. Applicability
3.1. The Conditions, invoice, correspondence, and other documents apply to all agreements and orders. No delay or failure by Sunland in exercising any right shall constitute a waiver thereof or of any other right Sunland has pursuant to the agreement.
3.2. Notwithstanding the terms and conditions of any purchase order, quotation, or other document provided by the parties, it is agreed that the terms and conditions of Sunland shall prevail in the event of any conflict between the conditions of this agreement and any terms and conditions proposed by the suppliers, customers, or contractor, unless expressly agreed in writing by Sunland.
3.3. In the event that any purchase order or other document issued by the customer/supplier/contractor contains terms and conditions which differ from or are in addition to those stated herein, such differing or additional terms shall be considered a counteroffer, and no agreement shall be formed based on such terms unless explicitly accepted by Sunland in writing.
3.4. The customers/suppliers/contractor’s acceptance of the order shall constitute acceptance of the terms and conditions of Sunland and shall supersede any conflicting terms in the customers purchase order, quotation, or other document. No act, conduct, or course of dealing between the parties shall be construed as an acceptance of the customers/suppliers/contractor’s terms unless expressly agreed to in writing.
3.5 The failure of Sunland to object to any conditions contained in any document submitted by the customer/supplier/contractor shall not be deemed a waiver of Sunland’rights under this agreement or an acceptance of any such terms or conditions.
### Article 4. Confidentiality
4.1. The supplier, customer, and contractor undertakes, during the period of the contract, to keep confidential all information which will become accessible to him in connection with the contract and or any other documents, which is described as confidential or which, for other reasons, is recognizable as constituting a business or company secret, included, but not limited to, all technical- and commercial information; and the supplier, customer, and contractor undertakes, unless previously expressly approved or unless any such conduct is necessary in order to achieve the purpose of the contract, to neither record nor pass such confidential information on to third parties or to exploit them in any way. This duty of secrecy shall remain in force for a further ten years after the fulfilment or termination of the contract.
4.2. The following information is excepted from these obligations of the supplier, customer or contractor: information which was already known to a party before the contractual negotiations commenced or which was notified to a party by third parties as not being confidential, provided that those third parties are, in turn, not in breach of any obligations of confidentiality; information which has been developed by each of the parties independently of the other, respectively; information which is, or will become, public knowledge without the blame or involvement of the parties; or information regarding which there is a statutory duty of disclosure or which must be disclosed due to an order from a public authority or court.
4.3. In the case last mentioned above, the disclosing party is obliged to inform the other party without delay before disclosure. Statutory duties of confidentiality which go beyond those referred to above remain unaffected.
4.4. For every case of faulty infringement by the supplier, customer or contractor of this obligation to maintain secrecy, Sunland is entitled to claim a liquidated damages amounting to EUR 10,000.--(in words: Ten Thousand Euros); it is open to the supplier, customer or contractor to show that Sunland has not incurred any loss or that the loss incurred by Sunland is smaller. If the evidence presented is satisfactory, then Sunland is only entitled to claim compensation for the loss which has actually arisen.
4.5. Sunland reserves the right to claim an amount of loss which is verifiably higher, either instead of the liquidated lump-sum or in addition thereto.
### Article 5. Intellectual property rights
5.1. All items handed over by Sunland to the supplier, customer and contractor, such as designs, presentations, samples or models, remain our property. The supplier, customer, or contractor shall be obliged to keep such items strictly confidentiality and shall return them immediately upon our request. The supplier, customer or contractor therefore undertakes that, without our prior consent, the supplier, customer, and contractor will not pass on such items to third parties nor use the same for own purposes.
5.2. If Sunland makes a contribution to the cost of production of manufacturing equipment, tools or models, then the supplier will transfer co-ownership of the manufacturing equipment, tools or models to Sunland in proportion to the relationship of our contribution to the total costs of manufacture. Sunland accepts the transfer of this co-ownership. The supplier is only entitled to use the manufacturing equipment, tools or models which are encumbered with our right of co-ownership for the benefit of other customers after our written consent has been given.
### Article 6. Force Majeure
6.1. In the event that supplier, contractor, and customer is prevented from performing any of its obligations under the agreement for reason of force majeure, the other party shall notify Sunland immediately, but in any event within 2 (two) working days, in writing thereof, stating the nature and anticipated duration of the force majeure, its effect(s) on supplier’s, contractors, and customers obligation(s), and the efforts (to be) taken to mitigate such effect(s). If the other party fails to comply with the foregoing, they will not be entitled to invoke force majeure.
6.2. If, as a result of events of force majeure, labour disputes, in culpable business disturbances, civil unrest, official measures or other unavoidable events which occur after conclusion of the contract, there is a significant drop in demand for the goods ordered without blame on our part, then, to the extent that the events in question are not of insignificant duration, Sunland can withdraw from the contract in full or in part or demand performance at a later time, without the supplier, contractor or customer being entitled to make any claims in respect thereof against Sunland. If a supplier, contractor or customer of Sunland goes bankrupt this is also considered force majeure.
6.3. Force majeure on the part of supplier or contactor shall in any event not include shortage of staff or production materials or resources or (third party) services, staff sickness, strikes, sit-ins, lockouts, breach of contract by third parties contracted by supplier or contractor, financial problems of supplier or contractor, nor the inability of supplier or contractor to secure the necessary licenses in respect of the goods to be supplied or the necessary legal or administrative permits or authorizations in relation to the goods to be supplied.
6.4. If Sunland is unable to deliver, due to force majeure or facts or circumstances beyond its control, the agreement between the parties and/or periods referred to in these terms and conditions, will be suspended until the force majeure situation has been lifted. In case Sunland is of the opinion that the force majeure situation is of lasting nature, it has the right to terminate the agreement with immediate effect. In case of Sunland lifting the force majeure situation to abide with following an order, in case Sunland decides to rescind, Sunland can never be held accountable to any compensation or reimbursement of consequential damages.
### Article 7. Competent court and applicable law
7.1. The agreement and the conditions are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 1980 is expressly excluded.
7.2. Any and all disputes arising from the agreement or the conditions shall be submitted to the competent court in Gelderland, the Netherlands, to the exclusion of the jurisdiction of any other courts. Sunland, however, remains authorized in summoning the counterparty according to the law or applicable international treaty abled judge.
## Part II. Sales by Sunland
### Article 8. Offers and prices
8.1. All quotations and offers from Sunland are non-binding, unless expressly indicated in writing to the contrary.
8.2. Sunland is firstly bound to an offer or quotation, if this is confirmed in writing by an authorised person form the organization of client. The other party is bound to an agreement as soon as Sunland has notified them in any manner, to close an agreement or to commence the execution thereof.
8.3. All prices quoted by Sunland are based on the underlying rates, levies, premiums and other costs of Sunland. If one of those underlying factors outside the direct influence of Sunland modifies or is being modified before delivery has occurred, then Sunland has the right to change the price agreed with the customer.
### Article 9. Research financial strength
9.1. Sunland has the right to investigate the financial health of the other party and, if they consider it necessary, to ask for the execution by the other party of its obligations under the agreement. The customer will provide sureties on the first request from Sunland.
### Article 10. Inspection of goods and delivery
10.1. The recipient of goods from Sunland has the right to inspect the goods at his own expense or by an expert. Sunland sells goods only in the condition it is currently in.
10.2. The goods sold are delivered by Sunland from her own site or where the goods are stored. All goods are after delivery, starting from the moment with commencing a delivery, at the expense and risk of the customer.
10.3. All costs of transport, transportation, as well as the loading and unloading of the goods sold to or at the place of destination, are at the expense of the customer unless otherwise agreed in writing. If relevant to the transport, transport or loading or unloading otherwise agreed, paragraph 10.2. preceding this paragraph regarding the transition of risk remains applicable.
### Article 11. Delivery times
11.1. Goods sold by Sunland will be delivered within the agreed period of delivery. If delivery will take place later then agreed, the customer will grant a reasonable additional term of at least four weeks to Sunland for the delivery. Late delivery by Sunland gives the customer no rights for compensation for the damage suffered by him, directly or indirectly, or consequential damages.
### Article 12. Insurance
12.1. Sunland will insure her sold goods against risks related to storage locations of Sunland or transport for the account and risk of Sunland. All damage caused after delivery that are not reimbursed by the insurance company to Sunland is the sole responsibility of the customer.
### Article 13. Advertising
13.1. Any claims concerning goods supplied by Sunland should be reported within fourteen (14) days to Sunland with a written confirmation containing full indication of the nature and extent of the complaint.
13.2. If a complaint is found justified by Sunland then Sunland has the right to retrieve the property, provided that payment is fulfilled and deliver in substitute equivalent goods or reimburse the customer the value of the goods delivered originally by Sunland, with a maximum of the invoice. Further compensation of damage from Sunland is only held, as far as, and to the amount of, the insurance company is covering and transfers the payments.
13.3. If it is agreed that any complaints are for the account and at the risk of a supplier or contractor of Sunland, then Sunland will transfer its claim from her supplier to the customer.
13.4. Without prejudice to article 13.2. slight differences in quality, size, weight or qualification, this only at the discretion of Sunland, are no grounds for advertising, in relation to the written agreement.
### Article 14. Retention of title and power of disposal
14.1. Sunland is always entitled to claim payment in advance for its goods that needs to be delivered. All goods supplied by Sunland remain its property until the customer has complied fully all outstanding invoices, therefore also invoices related to previously delivered goods, as well as claims in respect of failing in fulfilment of the agreement or prior agreements. The customer is not entitled to have the goods in question in any way, not even in exercise of his profession or business, nor is he entitled to transfer the goods to a third party, make it available, otherwise make use of, dispose or object to, without prior written permission of Sunland.
### Article 15. Payment
15.1. The customer must pay all invoices from Sunland, without discount, unless otherwise agreed in writing, within the time limit set on which invoices to pay by transfer to bank account of Sunland. If no period is specified then invoices must be paid within fourteen (14) days starting from the date of the invoice, using the determined currency, date and crediting of the bank of Sunland.
15.2. All payments received are first withdrawn from the open invoices and only then on the open invoice(s) for delivered goods.
15.3. In the event of late payment, Sunland has the right to add interest legitimately with 1.5% per month of the due amount, where a part of a month is considered as an entire month.
15.4. The customer is not entitled to offset any payment obligation to Sunland or compensate with any claim to a payment obligation, subject to the prior written consent of Sunland.
15.5. If the customer is not paying or does not pay on time, then Sunland has the right to her total claim against the customer including the at that time not yet affordable invoices. The cost of debt collection is the sole responsibility of the customer that includes the real extrajudicial and judicial collection costs.
15.6. If the customer is not paying, or does not pay on time, or otherwise fails to comply with its obligations, or is not on time, then Sunland is entitled to suspend its obligations to the customer or to dissolve the agreement with the customer. In the latter case, the customer will compensate suffered damages by Sunland as a result of not continuing the agreement. Damage due to loss of profit shall in that case be fixed on 20% of the purchase price.
### Article 16. Liability
Without prejudice to the preceding provisions Sunland will never be liable towards the customer or any third party for damages of any nature whatsoever, caused by or in connection with the goods supplied by Sunland. The customer indemnifies Sunland against any claims by third parties in that respect. In addition, under any circumstances, at all times, regarding the damage or consequential loss which is covered under the insurance referred to in article 12 and in so far as payment is actually transferred by the insurance company, for and up to the amount, for which cover is granted, the customer first has to appeal to his own insurance before any claim can be made on the insurance of Sunland. Furthermore, Sunland, without prejudice to the above, will keep compensation to a maximum of the amount for which Sunland has or has been invoiced, Sunland is never liable to any compensation for damages, including consequential damages.
### Article 17. Limitation Period
Any claims arising from or related to this agreement, without prejudice to article 13.1., must be brought within 6 months from the date the cause of action arose, after which they shall be deemed waived.
### Article 18. Privacy and Data Processing
Both parties agree to comply with all applicable data protection laws, including the GDPR. Both parties will process personal data solely for the purpose of performing the contract and shall implement appropriate technical and organizational measures to protect such data.
### Article 19. Penalty Clause
In the event of a material breach of these terms by the customer, the customer shall owe Sunland a penalty of 10.000,00 Euro’s (in written: ten thousand euro’s) without prejudice to Sunland right to claim further damages.
## Part III. Purchase by Sunland
### Article 20. Orders and assignments
20.1. Orders and assignments by Sunland are only binding if confirmed in writing signed by a representative listed in the trade register.
20.2. Sunland has the right to cancel any orders in whole or in part or to withdraw as long as the relevant supplier or contractor fails to supply the ordered goods or services in whole or in part.
20.3. If Sunland is of the opinion that an assignment does not or has not been properly performed, or goods not properly delivered, then Sunland has the right to suspend payment until proper execution or delivery has taken place.
20.4. In the event of culpable non-compliance by the supplier or contractor, Sunland has the right to fulfilment or dissolution of the contract granting reimbursement to the suffered damage or oncoming suffering of damage with a minimum of 25% of the contractually agreed price.
### Article 21. Transfer Obligations
Sunland is entitled to transferring its obligations from an agreement to a third party. If the supplier or contractor does not agree to this, Sunland should be notified in writing within a week after notice of the acquisition. The agreement between the parties is then dissolved, and parties have to give back what they received from each in the framework of the agreement.
### Article 22. Proper Performance
A supplier or contractor is always responsible for proper quality of his deliveries and works and should, in particular, hold responsibility for the damage that the customers and legal successors under special title by Sunland are suffering, due to not or not properly performing.
### Article 23. Form of Declarations
23.1. Legally relevant declarations and notifications which have to be provided to Sunland must be made in writing.
23.2. This also applies to legal declarations and notifications which the supplier or contractor has to provide to third parties, in case they are relevant to the contractual relationship between Sunland and the supplier or contractor.
### Article 24. CE Declaration of Conformity / Manufacturer's Declaration / Certificates
The items supplied must fulfil all legal provisions, legislation and norms relating to the relevant goods and must be delivered with the prescribed certificates, declarations, and confirmations. If a declaration, certification (of the manufacturer), and/or a declaration of conformity (CE) is necessary for the goods, the supplier or contractor must prepare it and must make it available on demand, without delay and at the suppliers or contractors own cost.
### Article 25. Code of Conduct
25.1. As a BSCI Participant, Sunland is committed to the values and principles set out in the BSCI Code of Conduct and to meeting, within our sphere of influence, our responsibility to respect human rights In this regard, it remains fundamental to our company’s approach to integrate the BSCI Code of Conduct, when doing business with all partners regardless of where they source in the world.
25.2. If applicable, the supplier or contractor agrees to become Amfori member and to undergo an audit.
25.3. Suppliers sourcing from countries classified as high-risk by Amfori BSCI must hold a valid BSCI membership. Sub-suppliers may hold alternative certifications such as BSCI, SA8000, Sedex, WRAP or ICTI, which are considered acceptable equivalents.
25.4. The supplier or contractor agrees to respect the labour principles set out in the BSCI Code of Conduct.
25.5. The supplier or contractor will at all times admit an unannounced, semi announced or announced audit, provided that the auditing company can demonstrate that they are legitimate and are acting on behalf of Sunland and/or Amfori BSCI
### Article 26. Production Based on Approved Test Samples
26.1. The supplier agrees that all goods produced under this Agreement must conform to the specifications and quality standards of the approved final sample by Sunland. The test sample shall serve as the reference for the production process, and all subsequent deliveries must meet the same quality, design, and performance characteristics as the approved final sample.
26.2. In the event that the supplier delivers goods that deviate from the approved final test sample in terms of quality, specifications, or performance, the supplier shall be held fully responsible for any costs and expenses incurred as a result. These costs may include, but are not limited to, the following: reworking and reproduction costs, shipping and handling costs, inspection and testing costs, and loss of revenue.
26.3. Sunland reserves the right to reject any goods that do not conform to the approved final test sample upon inspection. In such cases, the supplier shall promptly replace or repair the non-compliant goods at no additional cost to Sunland, and the supplier shall be responsible for all associated costs.
26.4. If Sunland identifies non-compliance with the approved final test sample, Sunland shall notify the supplier in writing within a reasonable period of time.
26.5. The supplier acknowledges that any approval of the final test sample by Sunland does not waive the supplier's responsibility to ensure that the production is consistent with the approved final sample. The supplier shall remain liable for any deviation from the approved final sample, regardless of prior approvals, unless such deviations have been explicitly agreed upon in writing by both parties.
### Article 29. Insurance obligations of supplier/contractor
29.1 It is advised that the supplier/contractor maintain, at its own expense, adequate insurance coverage to cover potential risks and liabilities arising from the performance of this agreement and other documents.
29.2. Upon request and if applicable, the supplier/contractor shall provide Sunland with certificates of insurance or other documentation to confirm that the required insurance coverage is in place.
29.3. The supplier/contractor agrees to indemnify and hold Sunland harmless from any claims, losses, or damages that arise due to the supplier’s/contractor’s failure to maintain the required insurance coverage.
29.4. Lack of insurance form the supplier/contractor does not waive liability for damages of Sunland its goods during the time while risk is transferred to the supplier/contractor, see article 30.
### Article 30. Delivery agreements
30.1. The supplier shall deliver the goods on the agreed date and location as specified in the agreement or purchase order, in accordance with the agreed delivery terms.
30.2. If delivery is delayed, Sunland may apply penalties or seek alternative sources at the supplier’s expense.
30.3. Risk transfers from supplier to Sunland upon delivery in the sea ship container, unless otherwise agreed.
30.4. During transfer, over sea, air or land, contractor is responsible for the save delivery of the goods. During transportation, risk transfers from Sunland to the transport contractor.
30.5. Sunland may inspect goods upon delivery and reject non-conforming or damaged goods at the suppliers or contractor’s expense.
30.6. During risk transfer from Sunland to supplier/contractor, the other parties are responsible for the goods and their timely and safe delivery.
30.7. Partial deliveries require prior written approval from Sunland.
30.8. This article does not waive Sunland its right stipulated in article 26 or any other articles of this agreement.
### Article 31. Warranty conditions
31.1. The supplier warrants that all goods will be free from defects in material, workmanship, and design for a period of 2 years from the date of delivery or completion.
31.2. The warranty covers repair, replacement, or refund of defective goods or services. The supplier shall bear all costs associated with repairs or replacements, including shipping. The warranty does not cover defects caused by misuse, improper handling, or unauthorized modifications by Sunland or third parties.
31.3. Sunland must notify the supplier of any defects within 6 months from discovery. The supplier shall take corrective action at no cost to Sunland within a reasonable timeframe.
### Article 32. Quality agreements
32.1. The supplier agrees that all goods will meet the quality standards specified in the agreement, PI, and other documentation, including any relevant industry standards and regulatory requirements.
32.2. Sunland reserves the right to inspect and test the goods at any stage of production or upon delivery to ensure compliance with agreed quality standards.
32.3. If goods do not meet the specified quality standards, the supplier shall, at Sunland discretion, either replace, repair, or refund the non-conforming items at no additional cost to Sunland. See article 26 of this agreement.
32.4. The supplier and contractor agree to implement processes for continuous quality improvement and will promptly address any quality issues raised by Sunland.
32.5. The supplier and contractor shall maintain and provide all necessary documentation to demonstrate compliance with agreed quality standards, including test results, inspection reports, declaration, certifications, and other documentation upon request by Sunland.
32.6. Sunland reserves the right to conduct inspections—either announced or unannounced—at any time, using an inspector or authorized representative of its choosing.
### Article 33. Liability of the supplier/contractor
33.1. The supplier shall be liable for any damage, loss, or injury caused by defects in the goods provided under this agreement, including any failure to meet specifications, quality standards, or delivery deadlines.
33.2. The supplier agrees to indemnify and hold harmless Sunland from any third-party claims, losses, or damages arising from the supplier’s breach of this agreement, including claims for personal injury, property damage, or intellectual property infringement.
33.3. The supplier shall remain fully responsible for the actions and performance of any subcontractors engaged in fulfilling the agreement, and the supplier will indemnify Sunland for any losses caused by subcontractors.
33.4. The contractor shall remain fully responsible and liable for any damage and loss during the transportation of the goods.
### Article 34. The consequences of failure to comply with the obligations
34.1. If the supplier or contractor fails to meet any obligations under this agreement, it will be considered a breach. Sunland may terminate the agreement or suspend performance until the breach is remedied.
34.4. Both parties must take reasonable steps to minimize the impact of the breach and mitigate any resulting losses.
### Article 35. Terms and conditions for price and rate changes
35.1. Prices and rates are fixed for the duration of the agreement, unless otherwise specified. The supplier or contractor may request a price increase due to changes in material costs, labour, or other external factors. Any price change must be approved in writing by Sunland.
35.2. The supplier or contractor must notify Sunland of any proposed price changes at least one month in advance. The notification must include the reason for the price change and relevant supporting documentation.
35.3. Sunland reserves the right to accept, reject, or negotiate any proposed price increase. No price change will be effective unless agreed upon in writing by both parties.
35.4. In cases of long-term contracts, Sunland and supplier or contractor may agree to a price freeze period, during which prices will remain unchanged for a specified time, regardless of market fluctuations.
35.5. If the contract is based on another currency than the US dollar, the supplier or contractor may adjust prices due to significant exchange rate fluctuations, provided that Sunland is informed and agrees to the adjustment in writing.
### Article 36. Billing time
36.1. The supplier or contractor shall issue invoices to Sunland in accordance with the agreed billing cycle, which may be upon completion as specified in the agreement or purchase order.
36.2 Payments will be made only upon receipt of the complete set of required documents, including the Bill of Lading, invoice, packing list, certificate of origin (if applicable), and any other documents specified in the agreement or purchase order. Sunland reserves the right to establish alternative payment terms at its discretion.
36.3. Each invoice must include a detailed breakdown of the goods provided, including quantities, unit prices, applicable taxes, and any other relevant details as specified in the agreement.
36.4. If Sunland disputes any item on the invoice, Sunland must notify the supplier or contractor within 3 months. The disputed amount will be withheld until the issue is resolved.
### Article 37. Privacy and Data Processing
Both parties agree to comply with all applicable data protection laws, including the GDPR. Both parties will process personal data solely for the purpose of performing the contract and shall implement appropriate technical and organizational measures to protect such data.
### Article 38. Supplier Obligations Prior to Delivery
38.1 The supplier shall provide all required documentation and information in accordance with applicable laws and Client Policies.
38.2 The supplier must ensure that the purchase agreement includes the PO number, supplier name and production location, the BSCI-registered supplier address which is identical to production location, and the Amfori-ID number. The supplier must also guarantee that the selected production location is BSCI-compliant and that the address matches the details stated on all related certifications, including but not limited to OEKO-TEX. This information must be fully disclosed in the Proforma Invoice. The production facility requires client approval prior to order confirmation.
38.3 The supplier shall ensure that all inspections have been successfully passed prior to shipment.
38.4 The client shall provide the Product Specification Sheet (PSS) containing all required product specifications, and the supplier shall confirm acceptance of these requirements before starting production.
38.5 The supplier shall ensure that the PLA test has been passed prior to shipment.