Vendor Terms & Conditions

Hereinafter Wiseloads International Ltd. can be referred as Buyer and Wiseloads Vendor as Seller.

1. Standard Terms:
   1. This Purchase Order is governed by standard consignment "Terms and Conditions" whereas Seller will be paid for by the consignee only for the items which are sold following payment terms on this purchase order.
   2. All merchandise that is not sold and If the seller decides to return their merchandise back to them, the seller takes responsibility for any delivery costs that may result for such movement.
   3. If applicable Seller will cover the costs of duties, taxes or vat. for getting goods delivered to destination warehouse mentioned on the purchase order.
   4. If Seller decides to retrieve the goods back from our warehouse 5 days advance notice need to be served so that we can switch off all live campaigns and deals. All the costs of goods involved in goods to be returned will be borne by Seller.
   5. Any damaged items on arrival will be reported back to Seller with picture proofs. They will be removed from inventory count and will not be paid for.
2. Intellectual Property:
   1. For the purposes of this Agreement, Seller grants to Buyer a non-exclusive, royalty-free, paid-up, irrevocable, transferable and sub-licensable right to use Seller’s intellectual property rights (“Seller IP”), and any third party’s intellectual property rights supplied by Seller to Buyer (“Third Party IP”), within the Territory.
   2. Seller warrants that it:
      1. owns all interest in and to Seller IP; and
      2. has licensing rights (including the right to sublicense to Buyer) in the Third Party IP.
      3. Seller shall not use any of Buyer’s intellectual property rights or prepare any derivative work based thereon.
      4. Any branding developed jointly by the parties in respect of the Goods shall be the intellectual property of Buyer. In respect of such branding, Buyer grants to Seller a non-exclusive, royalty-free, non-transferable, non-sub-licensable, limited and revocable right to use, within the Territory, any such branding solely for the design, development, and manufacturing of the Goods, including packaging and labelling requirements for supply solely to Buyer. Seller will not transfer any Goods or anything else whatsoever, referring to or bearing any branding or embodying or using any of Buyer’s Intellectual Property Rights to any third party without Buyer’s prior written consent. It is prohibited for Seller to make any use of any branding or Buyer’s Intellectual Property Rights for any purpose other than those set forth in this Agreement.
   3. In the event Seller is unable to provide Buyer with any photographic material of the Goods necessary or reasonably apt for the advertisement and resale of the Goods, Seller herewith grants Buyer the right to generate such photographic material himself for the purposes of this Agreement.
3. Warranties
   1. Other express or implied warranties, Seller warrants that:
      1. it conveys full right, title and interest in and to the Goods, free of any liens or encumbrances;
      2. it is either the manufacturer or has the right to resell the Goods;
      3. the Goods are covered by the original manufacturer’s product warranty and such warranty will be honored by the manufacturer;
      4. the description of the Goods provided by Seller is materially complete and accurate in all respects and legal requirements;
      5. the Goods are genuine, bona fide products, free from defects in workmanship, materials and design;
      6. the Goods do not infringe any third party intellectual property rights;
      7. the Goods, as supplied by Seller, may be resold by Buyer in compliance with any and all applicable laws within the Territory, without there being any need for Buyer to modify or supplement in any way
      8. the Goods, the packaging, and/or any associated documentation, or to comply with any notification, certification, registration, license, permit or other similar obligations;
      9. it complies with all applicable international, EU, federal, state, local and other laws, including but not limited to the U.S. Foreign Corrupt Practices Act and UK Bribery Act, and any and all executive orders and rules and regulations issued thereunder (collectively, “Applicable Laws”) that prohibit providing a payment of money or anything of value to a foreign government official, public international organization official, foreign political party, foreign political party official or candidates for such offices, either directly or indirectly, for the purpose of influencing official acts and decisions (including failures to act and decide) in order to assist in obtaining or retaining business or directing business to any entity and any provisions of local law and Buyer’s policies and procedures related thereto; and
      10. it complies with all Applicable Laws regarding imports and exports, including, without limitation, any Applicable Laws regarding unsanctioned foreign boycotts, anti-boycott laws and embargoed countries.
4. Indemnification
   1. Seller shall indemnify, defend and hold harmless Buyer, its group affiliates, its officers, directors, and employees, Buyer’s customers and users of the Goods from and against any and all claims, suits, actions
   2. costs, expenses, penalties, liabilities, judgments or losses of any kind (including, but not limited to, all attorneys’ fees, costs and expenses) directly or indirectly arising out of, in connection with or related to:
      1. the Goods, including, but not limited to, any claims for false or deceptive advertising (to the extent such advertising was developed in reliance on representations or materials provided by Seller), Goods
      2. defects (product liability and safety), personal injury, death or property damage; or
      3. any breach (or alleged breach) of any of Purchase Terms on this purchase order; or
      4. a breach by Seller of any warranty under the Agreement; or
      5. a claim (or threatened claim) by a third party alleging that the Goods, the Seller IP, or Third Party IP infringe any third party intellectual property rights, including, but not limited to, a counterfeit and/or parallel import claim.
   3. Seller shall ensure that at all times it maintains the benefit of a product liability insurance against such risks. The sum insured does not limit Seller’s liability. Upon Buyer’s request, written proof of such insurance shall be provided to Buyer.
   4. In addition to its other rights, Buyer shall have the right to cancel the delivery of any Goods to which any claim described in this Section (4) relates.
   5. Seller shall provide Buyer with any support and information necessary in an event as mentioned in this Section 4, including, but not limited to, the disclosure of the full document trail to the original manufacturer of the Goods.
5. Liability
   1. To the extent permitted by law, Buyer shall not be liable for any incidental, indirect, special, exemplary or consequential damages (including, without limitation, loss of actual or anticipated profits or loss of goodwill) arising out of or in connection with this Agreement.
   2. Buyer shall not be liable for any damages caused by his contractual partners, subcontractors and/or agents.
   3. Buyer shall not be liable for any damages caused by Seller not complying with Sections 4.a and/or 4.d above.
   4. To the extent permitted by law, Buyer’s liability under this Agreement shall not exceed the total purchase price of the Goods under the respective Purchase Order.
6. Miscellaneous
   1. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
   2. Seller will be notified immediately about any amendments to these Purchase Terms. Any amendment shall be considered as agreed fourteen (14) days upon notification in case Seller does not object in writing.
   3. All notices which are required to be given under this Agreement shall be in writing.
   4. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way.
   5. Seller is not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Buyer’s prior written consent. Buyer is authorised to transfer or assign this Agreement or any of its rights thereunder to a present or future affiliate, pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Seller.
   6. In case this Agreement is in electronic form, the parties agree to use an electronic signature service for the purpose of signing this Agreement; the parties further agree that using an electronic signature shall be treated with the same legal force and effect as a signature written by hand and will not be denied legal validity solely due to the fact that the signature is in electronic form.
   7. Seller will not use or disclose any trade secrets or confidential or proprietary information of the Buyer for any purpose other than for the benefit of the Buyer.
   8. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. Such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the economic effect contemplated by the invalid or unenforceable provision.
   9. Seller agrees to indemnify Buyer from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Buyer caused by, or in any way connected with, Buyer:
      1. opposing any action by Seller in respect of Non-Seller Stored Goods; and/or
      2. complying with any judgment or order in favour of Seller in respect of Non-Seller Stored Goods.
7. Governing Law
   1. Exclusive venue for any disputes shall be the competent courts of Republic of Ireland