Last updated October 30, 2006
TERMS AND CONDITIONS OF PURCHASE ORDER
All purchase orders issued by LVMH Selective Distribution Group or any of its subsidiaries or affiliates (each respectively a "buyer") shall be subject to these terms and conditions
1. Order Subject to these Terms and Conditions:
From time to time, the Buyer may issue to Seller order for purchase of goods (the "Goods"), all of which orders shall be subject to and performed in accordance with these terms and conditions, which, together with the terms of the relevant order (the order and these Terms and Conditions together referred to as the "Order"), shall constitute the entire agreement between the Buyer and the Seller. Any provision included by the Seller in any acceptance or confirmation of any Order or other communication which is at variance from these Terms and Conditions shall be ineffective as a modification hereof unless specifically accepted in writing by the Buyer. No modification to these and the terms and agreement of the relevant order will be binding unless approved in writing via a revised Purchase Order from Starboard Cruise Services Inc. Commencement of performance by vendor will constitute acceptance of this agreement. Substituted items, if accepted, will incur a charge of 25% of cost value.
The time or times specified on the Order for delivery shall be of the essence. If delivery is not timely made or is tendered in advance of the scheduled delivery date, the Buyer may refuse to accept the Goods. A 5% cost of goods penalty will be invoked for failure to ship between the start ship date and before the order cancelled on date.
Fill rate measures supplier performance against actual items and quantities on the original purchase order that are shipped on-time. When every item on the purchase order is not filled as ordered, our profit plans are at risk. The funds that are held and committed in anticipation of order fulfillment do not yield the projected return on investment. Fill rate is measured at the PO level. A 5% cost of goods penalty may be incurred if goods received fall below a 90% fill rate.
(a) Multiple Shipments - Seller must ensure PO's are tendered complete to STARBOARD at time of pickup or delivery.
(b) Backorders - Seller must ensure PO's are tendered complete to STARBOARD at time of pickup or delivery.
(c) Substitutions - Seller must ensure PO's are filled with items as ordered to STARBOARD. No substitutions will be accepted.
Substituted merchandise is always automatically rejected by Starboard, without the need for notice from Starboard or any other action. Even if Starboard may be deemed, under applicable law, to have “accepted” substituted merchandise, Starboard may reject the substituted merchandise at any time after the deemed acceptance. Starboard shall have no obligation to notify the vendor of any rejection. See No Substituted Merchandise for Starboard letter for more details to STARBOARD Substitution policy.
No rights or remedies under the Order or otherwise given by applicable law shall be waived by STARBOARD'S acceptance of the Goods.
The Seller must follow the shipping instructions specified on the Order. Goods shall be prepared for shipment according to standard commercial practice and packed adequately to ensure safe arrival of the Goods to a designated destination. If the shipping instructions on the Order and in the online Supplier Manual are not followed, a chargeback will be made for any resulting excess costs. See Routing and Documentation Section
(a) Import/Export Requirements Generally:
At the Sellers sole cost and expense, the Seller shall secure all required government approvals and shall comply with any and all governmental requirements (including but not limited to quotas, visas, certificates of origin, permits, declarations, licenses, and health and purity certificates) necessary for lawful export of the Goods from the country of origin or country of manufacture and subsequent import into the country of destination. The Seller shall mark the Goods with their country of origin unless otherwise instructed in writing by the Buyer. The Seller shall be liable for detention or refusal of entry of Goods if they are shipped without proper documentation. Any Goods which cannot be imported into the country of destination without delay may, at the Buyers option, be returned to the Seller at the Sellers expense. See Routing and Documentation Section
(b) Other Special Requirements..
NOTE: FDA Bio-Terrorism Act
(c) Bills of Lading (USA) or Transport Order (Europe/Asia):
The Seller must indicate on the bill of lading or the transport order the complete routing, Starboard Cruise Services, Inc. order number and department number, place of delivery as shown on the Purchase Order, case or package number, separated weight for each classification or commodity shipped, proper description of articles shipped according to the applicable tariff classification (including the showing of released or declared valuable goods when rates are based on valuables tariff). The Seller shall not list goods on the bill of lading or transport order under general terms such as "clothing," "dry goods," "electrical appliances," etc. The Seller shall list goods in specific classification or tariff-descriptive terms such as "Cotton Sheets," etc., or other tariff-descriptive terms according to the type of Goods shipped. Documents must be prepared in English.
The Seller issues one commercial invoice for each Order. A separate commercial invoice must be issued for all merchandise requiring CITES certificates. The Seller shall declare in the invoice any merchandise subject to CITES regulation with scientific name and country of origin. The true cost of all samples, testers, dummy bottles, display stands or any other advertising material being sent separately or together with other goods must be shown on the invoice and processed in the same manner as the other goods, whether or not charged to the Buyer. For Customs purposes, all commercial invoices must identify the country of origin and the freight terms (Incoterms 2000).
Show separately all Goods and services provided for the production of the Goods which are not included in the invoice price, excluding Goods and services furnished in the U.S.A. The invoice must describe merchandise in English for Goods arriving in United States per U.S. Customs Regulation 141. Sub part F, directive 3590-01 (May 1989).
The original invoice must be signed and stamped with the Sellers Company stamp. The true cost of all samples, testers, dummy bottles, display stands or any other advertising material, which must be sent separately, must be shown on the invoice and processed in the same manner as goods for re-sale, whether or not charged to Buyer. For U.S. Customs purposes, all commercial invoices must:
The Seller shall mark Order numbers on invoices, packing slips, bills of lading, container detail sheets on all cases and packages, show the complete routing weight, commodity and case or package numbers, and mark each container to show the total number of cases or containers covered by each bill of lading. See Carton Packing: Packing Requirements
Each order must be packed in separate boxes. All boxes must be marked with
order number for multiple order shipments-Keep orders together (example:
strapped on one pallet)
Example: P.O. #1, Box #1 of 10, P.O #1, box #2 of 10, P.O. #1, box #10 of 10,).
Unless otherwise instructed in writing by the Buyer, the Seller shall not provide and shall not be entitled to charge the Buyer for property insurance coverage with respect to the Goods. The Seller shall maintain in effect at all times products liability insurance in a form, with coverage limits and with carriers satisfactory to the Buyer. Upon request by the Buyer, the Seller shall provide the Buyer with certificates of that insurance coverage, which shall name the Buyer as additional insured.
7. Representations and Warranties:
The Seller hereby represents and warrants that the Goods shall:
8. Inspection: Defective or Non-Conforming Goods:
The Buyer shall have the right, at the Buyers option at any time, to inspect the Goods, including any samples thereof, before accepting delivery. If the Goods are defective or fail to conform in all respects with the Sellers representations and warranties in the Order, have been shipped in variation of the quantities ordered, substituted for Goods ordered, not shipped in standard containers approved by the Buyer or otherwise strictly in accordance with specifications shown on the face of the Order, the Buyer may, at its option:
9. Hazardous Goods:
If the Buyer has been notified or believes that the Goods contain defects or hazards which could create a substantial risk of injury to any person or property, upon notice from the Buyer the Seller shall locate, identify and recall such Goods, regardless of whether the Goods have been sold to the Buyers customers or retail purchasers, refund to such retail purchasers their full retail price. All expenses of such recall and otherwise relating to defective or hazardous Goods shall be for the account of the Seller.
The Seller is responsible to provide and sign DGR (Dangerous Goods) documentation as per classification for air or ocean transportation as well as to provide packaging according to international regulations in force.
The Seller shall comply with the 1975 Convention on International Trade in Endangered Species of Wild Fauna and Flora ("CITES"). Vendor shall be responsible for obtaining all necessary certificates of exemption or other permits or documentation necessary for the import of any and all specimens for which international trade is regulated by CITES.
The Seller shall protect, defend, indemnify and hold the Buyer harmless from and against any and all claims, liabilities, damages, costs and expenses (including attorneys fees and disbursements) arising from the sale, consumption or use of the Goods or from the Sellers failure to faithfully perform or observe any of the terms, covenants and conditions of the Order.
Any designs for the Goods which have been supplied by the Buyer to the Seller or which have been specially created for the Buyer by the Seller (the "Designs") shall be and remain the Buyers property. The Seller shall permit the Designs to be used only for goods produced pursuant to the Buyers written authorization. The Seller shall cooperate with and assist the Buyer in obtaining appropriate legal protection for the Designs.
13. Changes in Price:
The price for the Goods on the Order is firm and shall not be increased. The Seller represents that such price is the lowest price offered by the Seller under conditions similar to those specified in the Order. Any general price decrease effected by Seller in classes of goods identical or similar to the Goods shall automatically reduce such price to the extent of such decrease.
14. Taxes and Other Charges:
Unless otherwise noted on the Order, the prices stated on the Order include all applicable sales, use, excise, ad valorem, receipts or other taxes of any nature whatsoever, consular certification fees and import surcharges, and all boxing, packing, shipping, storage and documentation charges. None of the foregoing shall be borne by the Buyer.
15. Resale Certification:
The Buyer hereby certifies that all Goods covered by the Order are purchased for resale in the form of tangible personal property.
16. Change Orders:
The Buyer may require changes to the terms stated on the face of the Order by a written change order notice to the Seller. If such change order affects the cost or time of manufacture or delivery of the Goods, the Seller shall immediately notify the Buyer in writing and the parties shall make an equitable and mutually satisfactory adjustment in the purchase price and/or delivery schedule. If the parties are unable to agree on an adjustment, the Buyer may, at its option, terminate the Order.
The Buyers rights and remedies under the Order shall be cumulative and in addition to those given by applicable law;
The Seller must notify the Buyer prior to shipment of changes in presentation, packaging, or case quantities for each item.