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SUPPLIER INFORMATION


 

GENERAL TERMS AND CONDITIONS OF PURCHASE


Version Date - May, 20th, 2021

 

All orders of Goods and/or Services placed by the Purchaser with the Supplier are subject to the following terms and conditions (Terms).

It is agreed that any terms or conditions of purchase contained in documents submitted by the Supplier are excluded unless the Purchaser agrees otherwise in writing.

Supplying Goods and/or Services to the Purchaser will constitute deemed acceptance by the Supplier of these Terms.

 


1. ORDERS AND CANCELLATIONS


1.1 Orders

(a) Orders are to be made by the Purchaser in the form of a written purchase order signed by an Authorised Signatory of the Purchaser.

(b) A written purchase order provided by the Purchaser to the Supplier will specify:

(1) where Goods are being ordered, the type, specifications, quantity, required delivery point(s) and required delivery date(s) for the Goods which are being ordered;
(2) where Services are being ordered, the type, scope and required delivery date(s) for the Services which are being ordered;
(3) the price payable by the Purchaser for the relevant Goods and/or Services including and excluding GST/VAT (as applicable) as agreed between the parties;
(4) where Goods are being ordered:

(A) any logistics or delivery costs; and
(B) any government charges or duties, including without limitation use or excises taxes or import taxes or other costs, which are payable by the Purchaser in connection with the delivery of the Goods as agreed between the parties.

(c) Supplying any Goods and/or Services described in a purchase order issued by the Purchaser will constitute deemed acceptance of the purchase order (and these Terms) by the Supplier.
(d) If the Supplier:

(1) does not accept a purchase order submitted by the Purchaser; or
(2) is not able to supply any of the Goods and/or Services that are ordered; or
(3) is not able to meet the Purchaser’s required delivery date,
the Supplier must notify the Purchaser within 10 Business Days of the purchase order being provided to the Supplier.

(e) Upon receipt by the Purchaser of a notice under clause 1.1(d), the relevant purchase order will lapse and the parties may (but are not obliged to) negotiate a replacement purchase order.

1.2 Cancellations – Services

(a) The Purchaser may cancel a purchase order provided to the Supplier for Services at any time upon providing a written notice of cancellation to the Supplier.
(b) Upon cancellation under clause 1.2(a), the Supplier will promptly cease carrying out any Services (and where applicable, make the Site safe) and vacate the Site.
(c) For any orders which are cancelled, all costs (or work in progress) reasonably and necessarily incurred by the Supplier up to the date of cancellation will be payable by the Purchaser.
(d) Upon cancellation, the Purchaser may engage alternate suppliers to supply the Services.

1.3 Cancellations – Goods

(a) The Purchaser may, by written notice of cancellation to the Supplier, cancel a purchase order provided to the Supplier for Goods at any time before the relevant Goods have been delivered
(b) Upon cancellation under clause 1.3(a), the Purchaser will pay the Supplier any costs reasonably and necessarily incurred by the Supplier:

(1) prior to the date of the cancellation notice; or
(2) which the Supplier is legally bound to pay,
in relation to the manufacture or supply of the Goods after deducting any amount which the Supplier receives for the sale of those Goods to any third party.

(c) The Supplier must use its best endeavours to sell those Goods to a third party.
(d) Upon cancellation, the Purchaser may engage alternate suppliers to supply the Goods.

 


2. PRICE AND INVOICING


2.1 Prices

(a) The Supplier may only charge for Goods and/or Services at the prices detailed and itemised in the relevant purchase order.
(b) Where Goods are supplied, the Suppler may also invoice the Purchaser for delivery costs and other charges (such as import or excise taxes) specified in the purchase order.
(c) The Supplier may not invoice the Purchaser for any amounts which are not expressly specified in the Purchase Order.

2.2 Invoices and payment terms

(a) Invoices may be issued by the Supplier:

(1) in relation Goods supplied, on or within 20 Business Days after, the date on which the Purchaser takes possession of the Goods: and
(2) in relation to Services supplied, on or about the final Business Day of each calendar month.

(b) All invoices must:

(1) be tax invoices which contain all required information so as to comply with applicable law; and
(2) fully itemise all Goods and/or Services and other amounts which are included in the invoice (including, where Services are provided, the number of hours worked in the relevant period).

(c) Other than to the extent an invoice is disputed by the Purchaser in good faith, the Purchaser must pay all invoices issued by the Supplier 30 days following the calendar month in which the invoice is issued.

2.3 GST / VAT

(a) Unless otherwise stated, the consideration expressed to be payable by the Purchaser for, or in connection with, any supply made by the Supplier under these Terms which is subject to GST/VAT, does not include any GST/VAT.
(b) The Purchaser must pay to the Supplier an additional amount on account of GST/VAT (the GST/VAT Amount) equal to the consideration payable by the recipient to the Supplier for the supply multiplied by the prevailing GST/VAT rate.
(c) The GST/VAT Amount is payable no later than the time the consideration to which the GST/VAT Amount relates is payable by the Purchaser under these Terms, provided the Supplier has issued a tax invoice to the recipient in accordance with clause 2.2.

 


3. PROVISION OF SERVICES


3.1 Performance / completion

(a) The Supplier must perform and complete any Services by the delivery date(s) specified in the relevant purchase order (or such later date agreed by the Purchaser in writing).
(b) The Purchaser agrees to provide access to the Site (and any information required to undertake the Services) as reasonably necessary to enable the Supplier to deliver the required Services.

3.2 Variation of Services

(a) The Purchaser may by written notice to the Supplier request that the Supplier varies the Services.
(b) If the Purchaser requests a variation to the Services:

(1) the Purchaser will provide the Supplier with a written notice detailing the required variation;
(2) the Supplier will, as soon as reasonably possible, review and evaluate the estimated cost of the proposed variation and provide the Purchaser with particulars of its updated costs; and
(3) if the Purchaser wishes to proceed with the variation, the parties will agree to a further purchase order describing the updated particulars of the Services to be provided.

3.3 Work health and safety

In supplying any Services on Site, the Supplier must and must ensure that all its personnel and contractors:
(a) comply with all relevant work, health and safety (WHS) laws (WHS Laws) and, upon reasonable request by the Purchaser, demonstrate compliance with the WHS Laws including the provision of evidence to demonstrate compliance with the WHS Laws;
(b) complete any WHS inductions or similar WHS training as required by the Purchaser upon accessing the Site and comply with any directions of the Purchaser in relation to work health and safety matters on the Site;
(c) provide all such information and assistance as the Purchaser may reasonably require in connection with any WHS investigation relating to the Services; and
(d) provide the Purchaser with a copy of any notification (or the details thereof if not in writing) required to be given by the Purchaser under the WHS Laws to any Authority in relation to the death, serious injury or injury of any person or in respect of a dangerous incident arising pursuant to or in relation to the provision of the Services, promptly after the giving of such notification.

 


4. DELIVERY, TITLE AND RISK


4.1 Delivery

(a) The Supplier must deliver the Goods to the delivery point specified in the purchase order by the delivery date specified in the purchase order.
(b) The Goods must be accompanied by:

(1) a delivery docket containing reasonable particulars in relation to the Goods;
(2) all relevant manufacturer's or supplier's instructions concerning the use of the Goods; and
(3) all relevant manufacturer's or supplier's warranties in respect of the Goods.

4.2 Hazardous materials

(a) The Supplier must transport and store all hazardous and dangerous Goods in accordance with applicable law and must provide the Purchaser with a materials safety data sheet (MSDS) for all chemicals, chemical substances and other hazardous goods on delivery of such Goods.
(b) No hazardous Goods may be delivered until the relevant MSDS has been provided to the Purchaser.

4.3 Retention of title

Title to the Goods will pass to the Purchaser when the Supplier has been paid in full for the Goods, however it is agreed that Purchaser may on-sell, lease or bail the Goods to third parties in the ordinary course of its business before full title passes to the Purchaser.

4.4 Risk

Despite clause 4.3, risk in Goods supplied will pass to the Purchaser when the Goods are delivered to the Purchaser and safely unloaded at the delivery point specified in the relevant purchase order.

4.5 Rejection

(a) The Purchaser may, within 14 days of taking delivery of the Goods, reject the Goods if it reasonably determines that:

(1) the Goods delivered do not match the description of such Goods in the relevant purchase order;
(2) the Goods supplied not comply with the relevant purchase order or these Terms;
(3) the Supplier has breached any term of the purchase order or these Terms; or
(4) the Goods delivered are in excess of the quantities stated in the relevant purchase order.

(b) The Purchaser may, at the Supplier's cost, sell or dispose of the rejected Goods if the Supplier does not repossess the Goods within 30 days of being notified of the rejection.

4.6 PPSA

(a) The Supplier may make a registration on the PPSR in relation to any retention of title security interest created by clause 4.3. In relation to any such registration, the Supplier must:

(1) immediately provide to the Purchaser a verification statement in relation to any such registration when the registration is made; and
(2) discharge and remove such registration from the PPSR within 10 Business Days of a written request from the Purchaser if:

(A) all Goods supplied by the Supplier to the Purchaser have been paid for in full by the Purchaser; and
(B) the Purchaser has no current orders or purchase orders in place with the Supplier for Goods.

(b) The Supplier must indemnify the Purchaser for all costs, expenses and Losses (including legal fees) incurred by the Purchaser as a result of a failure to comply with clause 4.6(a)(2).
(c) Terms used in this clause 4 have the same meaning as defined in the PPSA unless expressly provided otherwise.

 


5. WARRANTIES


5.1 General warranties – Goods

(a) Where Goods are supplied by the Supplier, it warrants that:

(1) it has the right to sell and transfer unencumbered title to the Goods to the Purchaser;
(2) the Goods will be new, free from defects and of merchantable quality when delivered to the Purchaser and will be fit for the purpose for which the Goods would ordinarily be used;
(3) the Goods comply with all applicable laws and it holds all Authorisations required by applicable law to supply the Goods; and
(4) the Goods will conform to the description, model number and the sample (if any) provided by the Supplier.

(b) The Supplier acknowledges that the Purchaser has relied upon such warranties in ordering the Goods from the Supplier.
(c) The Supplier must, immediately upon request, provide the Purchaser with evidence of any Authorisations it holds or is required to hold as per clause 5.1(a)(3).

5.2 Replacement warranty – Goods

(a) If, during the 12-month period from the date of delivery (Warranty Period) the Purchaser becomes aware or discovers that the Goods:

(1) are defective; or
(2) are faulty,
the Supplier will repair or replace the Goods free of charge.

(b) To make a warranty claim under clause 5.2(a), the Purchaser must provide a notice to the Supplier within one month of becoming aware of the relevant circumstances giving rise to the claim.
(c) Clause 5.2(a) does not apply to the extent that the Goods have become defective as a result of the Purchaser’s failure to take reasonable care in relation to its use or storage of the Goods.
(d) Clause 5.2 operates without limiting any of the Purchaser’s rights under applicable law, including without limitation, the CCA.

5.3 General warranties – Services

(a) Where Services are supplied by the Supplier, it warrants that:

(1) the Services will be provided to the standard of an experienced and competent contractor and in accordance with Best Industry Practice;
(2) it has not relied on and will not rely on any information, data, representation, statement or document given by the Supplier in relation to the Services;
(3) it has satisfied itself as to the adequacy and suitability of the Site for providing the relevant Services; and
(4) the Services will be provided in accordance with all applicable laws and it holds all Authorisations required by applicable law to provide the Services.

(b) The Supplier acknowledges that the Purchaser has relied upon such warranties in ordering the Services from the Supplier.
(c) The Supplier must, immediately upon request, provide the Purchaser with evidence of any Authorisations it holds or is required to hold as per clause 5.3(a)(4).

 

 

6. INTELLECTUAL PROPERTY


6.1 Background IP Materials

Each party acknowledges that it does not have (and does not obtain) any IP Rights in, or any licence to use, the other party’s Background IP Materials other than as expressly provided for in clause 6.2.

6.2 Supplier Background IP Materials

The Supplier grants to the Purchaser a non-exclusive, royalty free, perpetual, irrevocable, worldwide licence (including the right to sub-licence) to (itself or using third party contractors) use, reproduce, modify, adapt and further develop all IP Rights its Background IP Materials to the extent necessary or desirable to enable the Purchaser (itself or using third party contractors) to fully enjoy, exploit and further develop the Contract IP Materials.

6.3 Contract IP Materials

(a) Upon creation, all Contract IP Materials created by the Supplier in the course of providing the Services (for example, any reports or studies which are provided as part of the Services) will vest in the Purchaser free of all encumbrances and the Supplier hereby unconditionally assigns to the Purchaser:

(1) all IP Rights (other than copyright) in the Contract IP Materials, without the need for further assurance; and
(2) all copyright in the Contract IP Materials, as an assignment of future property under section 197 of the Copyright Act 1968 (Cth) and in equity.

(b) The Purchaser grants to Supplier a non-exclusive, irrevocable, perpetual, royalty free licence to use any Contract IP Materials for the purposes of providing the Services.

6.4 Infringement claim

The Supplier indemnifies and holds harmless the Purchaser against any Loss or claim (including any third party claim) arising from any infringement or alleged infringement of IP Rights owned by any third party in respect of any of the Supplier’s Background IP Materials and/or the Contract IP Materials.

 

 

7. LIMITATION OF LIABILITY


7.1 Limitation of liability

The Supplier’s liability in respect of any Loss relating to or arising with respect to Goods and/or the Services is, to the extent permitted by law, limited to any of the following, as determined by the Purchaser in its absolute discretion:
(a) the repair or replacement of the Goods; or
(b) the payment of the cost of repairing or replacing the Goods or of acquiring equivalent Goods; or
(c) the payment of the cost of, or, re-performing the Services.

7.2 Subcontracting

(a) The Supplier may not subcontract the provision of any Services under these Terms without the Purchaser’s prior written consent
(b) Where the Supplier subcontracts any of the Services, or orders Goods it supplies to the Purchaser from a third party, the Supplier acknowledges and agrees that the Supplier is solely responsible to the Purchaser for any claims for Loss incurred by the Purchaser in connection with the relevant Goods and/or Services.

7.3 Exceptions

The limitation of liability in clause 7.1 does not apply in respect of claims for Losses:
(a) relating to personal injury or death (suffered by any person including any third party) which is caused or contributed to by the Supplier Group;
(b) in respect of which the Supplier Group holds, or is required to hold under clause 8 of these Terms, insurances covering amounts which are in excess of such limitation of liability;
(c) to the extent caused or contributed to by any wilful default of these Terms by the Supplier Group or any intentional or recklessly indifferent act or omission of the Supplier Group;
(d) under the indemnities provided by the Supplier in clauses 4.6(b) (PPSA) and 6.4 (Infringement claims); and
(e) in respect of any breach by the Supplier of clause 9 (Confidentiality).

 

 

8. INSURANCES


(a) The Supplier will ensure that the Goods are fully insured by the Supplier (including whilst the Goods are in transit) until such time as they are delivered to, and safely unloaded at, the delivery point specified in the purchase order.
(b) The Supplier must also maintain all insurances required by law (including workers compensation insurance) and a general, product and professional indemnity liability insurance policy which covers up to A$20,000,000 per claim (and is unlimited in aggregate), plus any other insurances reasonably required by the Purchaser given the nature of the Goods or Services being provided.
(c) The Supplier will provide the Purchaser with a certificate of insurance evidencing its holding of the above insurance policies promptly upon request.

 

 

9. CONFIDENTIALITY


(a) The Supplier must hold all Confidential Information of the Purchaser in strict confidence and must not disclose such information to any person except:

(1) to members of the Supplier Group who reasonably need to receive such information on the basis that the Supplier must ensure such persons keep the relevant information confidential;
(2) with the Purchaser’s prior written consent; or
(3) as required by law (provided the Purchaser is first given the ability to object to such information being disclosed with the relevant entity or body).

(b) Upon written request by the Purchaser, the Supplier must destroy or delete all Confidential Information of the Purchaser (and must direct all members of the Supplier Group to do the same) other than to the extent:

(1) the Supplier Group is required to retain such information in accordance with applicable law;
(2) the information is contained in board papers of the Supplier Group; or
(3) the information is stored in computer back-up servers or cloud-based servers and it is not reasonably possible to readily delete such information,
in which case, it must keep such information confidential (and must ensure that any members of the Supplier Group who hold such information keep it confidential) indefinitely.

(c) Damages may not be a suitable remedy for a breach of this clause 9 and the parties agree the Supplier is entitled to obtain injunctive relieve or specific performance (as appropriate) in connection with such breach.

 

 

10. GENERAL


10.1 Notices

(a) Notice may be given to a party under these Terms personally, by leaving it at the party’s address, by sending it by pre-paid mail to the party’s address or by sending it by e-mail to the party’s e-mail address.
(b) Notice is deemed to be received by a person when left at the party’s address, if sent by pre-paid mail, on the 7th Business Day after posting or if sent by e-mail:

(1) at the time shown in the delivery confirmation report generated by the sender’s e-mail system; or
(2) 12 hours after the e-mail is sent, unless the sender receives a return e-mail notification that the e-mail was not delivered, undeliverable or similar.

10.2 Severance

If any provision of these Terms is void, voidable or unenforceable, the provision will be read down, limited or, if necessary, excluded to the extent necessary to make it not void, voidable or unenforceable, and all other Terms will remain in full force and effect.

10.3 Governing law

These Terms are governed by the laws of the State in which the Purchaser is located (as per the Purchaser’s address in the relevant purchase order). The parties irrevocably submit to the exclusive jurisdiction of the courts with valid jurisdiction there.

10.4 Relationship

The relationship of the Supplier to the Purchaser is that of independent contractors and neither party is an agent, employee, partner or joint venturer of the other party.

10.5 Assignment

The Supplier may not transfer, assign or otherwise dispose of any of its rights under these Terms without the prior written consent of the Purchaser.

10.6 Survival

The parties agree that clauses 6 (intellectual property), 7 (limitation of liability) and 9 (confidentiality) and the indemnities contained in these Terms survive termination of these Terms and/or the cancellation of any purchase order.

10.7 Unfair contracts

If an agreement between the parties incorporating these Terms is a ‘consumer contract’ or ‘small business contract’ (each as defined in the CCA) and a term of that contract would, but for this clause, be ‘unfair’ (as defined in section 24(1) of the Australian Consumer Law contained in Schedule 2 to the CCA), the Purchaser may only apply or rely upon that term to the extent that doing so is reasonably necessary to protect its legitimate interests.

 

 

11. DEFINITIONS


In these Terms:

Authorisation means any approval, authorisation, code of conduct, government policy, consent, exemption, filing, licence, notarisation, permit, registration, waiver and conditions attaching to any of them (as applicable) by any Authority.

Authorised Signatory means:

(a) any director or secretary of a party; and
(b) any employee of a party with the word ‘chief’ or ‘manager’ included in its position description; and
(c) any authorised signatory of a party (first party) notified to the other party by an Authorised Signatory of the first party.

Authority means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

Background IP Materials means all IP Materials owned or licensed by a party before the commencement of the Services.

Best Industry Practice means practices followed when services are undertaken in a sound and professional manner, with due care and skill, to the standard expected of a competent and skilled contractor performing services similar in nature to the Services.

Business Day means any day other than a Saturday, Sunday or public holiday in the State in which the Services are to be performed or the Goods are to be delivered.

CCA means the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

Confidential Information means any information (in any format, including hard copy, electronic or otherwise) that is acquired by one party from the other party in connection with these Terms or any Purchase Order except information which is in the public domain (other than as a result of a breach of this agreement).

Contract IP Materials means all IP Materials created or produced by, or on behalf of, the Supplier as part of, or in the course of performing the Services.

Goods means any goods, products, materials or services supplied by the Supplier in accordance with these Terms as described in any related purchase order.

GST/VAT means any goods and services or value added tax imposed under any GST/VAT Law and includes GST/VAT within the meaning of the applicable law, regulation or similar provision governing the operation of applicable law.

GST/VAT Law means the GST/VAT laws of the jurisdiction in which the Supplier is located. For the avoidance of doubt, where relevant, GST/VAT Law will include the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Input Tax Credit means a credit a taxpayer is entitled to claim to offset its GST/VAT liability in accordance with the relevant GST/VAT Law of the applicable jurisdiction.
IP Rights means any and all current and future intellectual and industrial property rights and interests, including any:

(a) patents, trademarks, service marks, rights in designs, trade names, copyrights, utility models, eligible layout rights and topography rights, inventions, discoveries, trade secrets, know how, software and improvements;
(b) applications for, or right to apply for, registration of any of them;
(c) rights under licences and consents in relation to any of them; and
(d) other forms of protection of a similar nature or having equivalent or similar effect to any of them,
in Australia and the world, whether registered or unregistered, for the duration of the rights and interests.

IP Materials means material in whatever form, including documents, specifications, designs, plans, reports, studies, products, equipment, information, data, concepts, inventions, processes, formulae, know-how, graphic layouts, images and software.

Loss means any loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fines, outgoing or payment (including all legal and other expenses) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent, under statute, in tort for negligence, by contract or otherwise.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established pursuant to the PPSA.

Purchaser means the entity which is listed as purchaser in the relevant purchase order which incorporates these Terms.

Services means any services provided by the Supplier to the Purchaser under or pursuant to these Terms as described in any related purchase order.

Site means any premises of the Purchaser on which any Services are required to be performed.

Supplier means the entity which is listed as supplier in the relevant purchase order which incorporates these Terms.

Supplier Group means any of the Supplier, its employees and officers and the Supplier’s contractors (or sub-contractors) and their employees and officers
 

 

SUPPLIER CODE OF CONDUCT


Version Date - May, 20th, 2021

 

Each of the companies of the Wines & Spirits branch of the LVMH Moët Hennessy Louis Vuitton group (hereafter the “client”) attaches great importance to ensuring that its Maisons and their partners share a set of common rules, practices and principles with respect to ethics, social responsibility and protection of the environment.
Consequently, the LVMH Group expects its Maisons to establish and promote exemplary relations with all their partners (suppliers, distributors, subcontractors, etc.) anchored in responsibility, fairness and integrity.
Each LVMH Group Maison therefore requires its suppliers to respect the ethical principles presented in this Supplier Code of Conduct and to ensure that their own suppliers and subcontractors do the same.
 


 

In the conduct of its activities, the client is committed to complying with all applicable laws, regulations and national and international conventions, as well as with best practices, in particular with regards to ethics, social responsibility and protection of the environment. The client expects its suppliers to apply the same respect for applicable laws and ethics principles as they do in the management of their own companies. The client requires strict compliance with these standards by all its suppliers, their workers, their production facilities, their subcontractors and their own suppliers.

When national legislation or other applicable regulations address the same issue as this Supplier Code of Conduct, the highest standards or most restrictive provisions shall apply. When this Supplier Code of Conduct is in contradiction with applicable law, the applicable law shall apply. The client works with suppliers who agree to comply with the requirements of this Supplier Code of Conduct and with the principles stipulated in the Conventions of the International Labour Organization, the Universal Declaration of Human Rights, the United Nations Global Compact, the OECD Guidelines for Multinational Enterprises and the United Nations Women’s Empowerment Principles.

Our suppliers remain guarantors towards the client for work performed by their subcontractors and suppliers and guarantee respect by their subcontractors and suppliers of this Supplier Code of Conduct and relevant obligations.

In the event of any violation of this Supplier Code of Conduct by the supplier or one of its suppliers or subcontractors, the client reserves the right to review the business relationship and possibly terminate it in conformity with applicable law, even if there is no written contract formalizing this relationship, without prejudice to the other rights of the client or remedies it might seek.

 


1. LABOR STANDARDS AND SOCIAL RESPONSIBILITIES


The client requires its suppliers to exhibit exemplary social responsibility in their conduct.

•    Prohibition of child labor: Work by children under the age of 16 is strictly prohibited. In countries where local laws set a higher age for child labor or set an age for completion of compulsory education higher than 16, the highest age is applicable. Any work which is likely to jeopardize children’s physical, mental or moral health, safety or morals should not be done by anyone under the age of 18.

•   Prohibition of forced labor: Any use of forced labor, slavery, servitude or trafficking in human beings by our suppliers, as well as withholding identity papers or work permits or requiring workers to deposit a bond or the use of any other constraint, is strictly prohibited. All workers are entitled to accept or leave their employment freely. Suppliers may not require workers to work to repay a debt owed to them or to a third party.

•   Prohibition of illegal, clandestine and undeclared employment: Our suppliers are required to comply with all applicable regulations to prevent illegal, clandestine and undeclared employment.

•   Prohibition of harassment and abuse: We expect our suppliers to treat their workers with respect and dignity. Our suppliers may not tolerate or engage in any form of corporal punishment, physical, sexual, verbal or psychological harassment or any other kind of abuse.

•   Prohibition of discrimination: We expect our suppliers to treat all workers equally and fairly. Our suppliers may not engage in any kind of discrimination – in particular with regards to wages, hiring, access to training, promotion, maternity protection and dismissal – based on sex, race or ethnic origin, religion, age, disability, sexual orientation, political affiliation, union membership, nationality, gender identity or social background.

•   Wages and benefits: Our suppliers must at minimum pay wages on a regular basis and no less than monthly, compensate workers for overtime hours at the legal rate and meet all legal requirements relating to worker benefits. If there is no legal minimum wage or rate for overtime pay in the country concerned, the supplier must ensure that the wages are at least equal to the average minimum in the relevant industrial sector and that overtime pay is at least the same as the usual hourly compensation. Wage deductions shall not be used as a disciplinary measure. We require our suppliers to guarantee that all workers receive benefits stipulated in any applicable collective bargaining agreements, company agreements and other applicable negotiated individual or collective agreements.

•   Working hours: Our suppliers must comply with all local laws and regulations applicable with respect to working hours, which shall not in any case exceed the maximum set by internationally recognized standards such as the International Labour Organization. Our suppliers may not impose excessive overtime hours. The total number of hours worked per week including overtime may not exceed legal limits. Workers are entitled to the minimum number of days off established by applicable laws and at minimum must have at least one day off in every seven-day period.

•   Freedom of association: We require our suppliers to respect and recognize the right of workers to negotiate collectively, and to create or join labor organizations of their choice without any sanction, discrimination or harassment.

•   Ensuring health and safety: Our suppliers are expected to provide their workers with a safe and healthy workplace environment in order to avoid accidents or bodily injuries which may be caused by, related to, or result from their work, including during the operation of equipment or during work-related travel. Suppliers are expected to set up procedures and trainings to detect, avoid and mitigate as much as possible any hazards that constitute a risk to the health, hygiene and safety of staff. They are required to comply with all applicable local and international regulations and laws in this regard. These same principles are applicable to housing provided by suppliers.

 

 

2. ENVIRONMENTAL REGULATIONS AND PROTECTION


The client takes concrete measures to protect the environment within the scope of a specific program which includes cooperation with its suppliers to ensure application of best practices throughout the supply chain.

The client expects its suppliers to share this commitment. It encourages initiatives by its suppliers to reduce the environmental impact of their activities, notably through the use of green technologies.

The client requires that its suppliers respect local and international environmental regulations and standards, that they obtain all requisite environmental permits and that they be able to prove effective implementation of the following:

•    Application of an environmental management system;

•    Improvements in the environmental performance of their sites and production resources, in particular through proper waste management, elimination of air, water and soil pollution, reduction of greenhouse gas emissions with an emphasis on use of renewable energies, reduction of water and energy consumption and safe management of hazardous chemicals;

•    Measures to preserve biodiversity and guarantee regulatory traceability and compliance for raw materials and substances used;

•    Best practices across their supply chain to respect animal welfare;

•    Contributions to continuous improvements in environmental performance throughout the lifecycle of the products of the client

•    Ensure that staff whose work has direct environmental impact are trained, skilled and have the resources required to effectively perform their work.

 

 

3. BUSINESS INTEGRITY REQUIREMENTS


The client requires exemplary integrity from its suppliers in the conduct of their business activities.

•    Legal requirements: We expect our suppliers to act in full compliance with local, national and international laws in the conduct of their business.

•    Prohibition of all forms of corruption: The client applies a zero-tolerance policy concerning corruption and trading in influence. We expect our suppliers to respect all applicable laws concerning corruption and to take appropriate measures to prevent, detect and sanction any corruption or trading in influence, directly or indirectly, across the scope of their activities.

•    Prevention of conflicts of interest: We require our suppliers to comply with all applicable laws concerning conflicts of interest and to make every effort to prevent the occurrence of situations that create a conflict of interest within the scope of their business relationship with the client.
•    Prohibition of money-laundering: Money-laundering can occur where an action is taken to mask the true origin of money or assets that are connected to criminal activity. We require our suppliers to commit to taking all appropriate measures to prevent their operations from being used as vehicles for money-laundering.
•    Respect of competition: Our suppliers must be committed to compliance with competition law applicable in their host countries. This includes prohibiting abuse of dominant position, concerted practices or unlawful agreements between competitors.

•    Confidentiality: Our suppliers must be committed to taking all necessary measures to guarantee the confidentiality of professional secrets and other non-public information they receive in the course of their business relationship with the client.

•    Prevention of insider trading: We require our suppliers to comply with all applicable laws and legislation concerning insider trading and to refrain from selling or buying shares in LVMH – Moët Hennessy Louis Vuitton SE, or any linked derivative financial instruments, based on inside information, either directly or indirectly.

•    Protection of personal information: We require our suppliers to comply with all applicable laws and regulations concerning the protection of personal information.

•    Customs and security authorities: We require our suppliers to comply with applicable customs laws, including those relating to imports and the ban on transshipment of merchandise to the importing country.

•    Trade restrictions and international sanctions: We require our suppliers to respect international trade restrictions and sanctions, taking into account any changes in these measures, as well as all laws and regulations concerning export controls.

•    Gifts and invitations: Gifts or invitations may be considered acceptable expressions of courtesy within the context of good business relations if limited in scope and value, given openly and transparently, permitted under applicable local law, customary in the location in which they would be given, provided to reflect esteem or gratitude, and not offered with an expectation that something will be offered in return. In some cases, these practices might be subject to anticorruption regulations or other legal requirements, making it essential to be aware of such rules and to fully comply with them.

•    Protection of assets: Our suppliers are required to take all necessary measures to protect the resources and assets of the client in particular its intellectual property rights, and are committed to fighting counterfeiting through a strategy of prevention, cooperation and communication. For example, all finished or semi-finished products bearing distinctive signs belonging to the client and which have not been ordered or have been refused, must be destroyed by the supplier as instructed by the client

•    Public statements: We expect our suppliers to be extremely attentive to their public statements, particularly on the Internet and in social media, and to ensure that any statements are not attributed to the client and are consistent with the supplier’s commitment to both confidentiality and professional secrecy.

•    Information transparency: Our suppliers are required to provide clear and accurate information regarding the methods and resources used, production sites and characteristics of the products or services supplied, and to refrain from making any misleading claims.


INSPECTION AND AUDIT


Inspection: We reserve the right to confirm compliance with these principles and to conduct compliance audits at our suppliers and their own suppliers and subcontractors. Our suppliers must provide all necessary information and facilitate access by representatives of the client seeking to verify compliance with the requirements in this Code. Suppliers must commit to improving or correcting any deficiencies identified. The client may also support its suppliers in implementing and applying best practices in order to resolve minor non-conformity issues.

Accurate records and access to information: Our suppliers are required to keep proper records to demonstrate compliance with this Supplier Code of Conduct. They must provide our representatives with access to complete, original and accurate records

 

SUPPLIER INFORMATION


 

GENERAL TERMS AND CONDITIONS OF PURCHASE


Version Date - May, 20th, 2021

 

All orders of Goods and/or Services placed by the Purchaser with the Supplier are subject to the following terms and conditions (Terms).

It is agreed that any terms or conditions of purchase contained in documents submitted by the Supplier are excluded unless the Purchaser agrees otherwise in writing.

Supplying Goods and/or Services to the Purchaser will constitute deemed acceptance by the Supplier of these Terms.

 


1. ORDERS AND CANCELLATIONS


1.1 Orders

(a) Orders are to be made by the Purchaser in the form of a written purchase order signed by an Authorised Signatory of the Purchaser.

(b) A written purchase order provided by the Purchaser to the Supplier will specify:

(1) where Goods are being ordered, the type, specifications, quantity, required delivery point(s) and required delivery date(s) for the Goods which are being ordered;
(2) where Services are being ordered, the type, scope and required delivery date(s) for the Services which are being ordered;
(3) the price payable by the Purchaser for the relevant Goods and/or Services including and excluding GST/VAT (as applicable) as agreed between the parties;
(4) where Goods are being ordered:

(A) any logistics or delivery costs; and
(B) any government charges or duties, including without limitation use or excises taxes or import taxes or other costs, which are payable by the Purchaser in connection with the delivery of the Goods as agreed between the parties.

(c) Supplying any Goods and/or Services described in a purchase order issued by the Purchaser will constitute deemed acceptance of the purchase order (and these Terms) by the Supplier.
(d) If the Supplier:

(1) does not accept a purchase order submitted by the Purchaser; or
(2) is not able to supply any of the Goods and/or Services that are ordered; or
(3) is not able to meet the Purchaser’s required delivery date,
the Supplier must notify the Purchaser within 10 Business Days of the purchase order being provided to the Supplier.

(e) Upon receipt by the Purchaser of a notice under clause 1.1(d), the relevant purchase order will lapse and the parties may (but are not obliged to) negotiate a replacement purchase order.

1.2 Cancellations – Services

(a) The Purchaser may cancel a purchase order provided to the Supplier for Services at any time upon providing a written notice of cancellation to the Supplier.
(b) Upon cancellation under clause 1.2(a), the Supplier will promptly cease carrying out any Services (and where applicable, make the Site safe) and vacate the Site.
(c) For any orders which are cancelled, all costs (or work in progress) reasonably and necessarily incurred by the Supplier up to the date of cancellation will be payable by the Purchaser.
(d) Upon cancellation, the Purchaser may engage alternate suppliers to supply the Services.

1.3 Cancellations – Goods

(a) The Purchaser may, by written notice of cancellation to the Supplier, cancel a purchase order provided to the Supplier for Goods at any time before the relevant Goods have been delivered
(b) Upon cancellation under clause 1.3(a), the Purchaser will pay the Supplier any costs reasonably and necessarily incurred by the Supplier:

(1) prior to the date of the cancellation notice; or
(2) which the Supplier is legally bound to pay,
in relation to the manufacture or supply of the Goods after deducting any amount which the Supplier receives for the sale of those Goods to any third party.

(c) The Supplier must use its best endeavours to sell those Goods to a third party.
(d) Upon cancellation, the Purchaser may engage alternate suppliers to supply the Goods.

 


2. PRICE AND INVOICING


2.1 Prices

(a) The Supplier may only charge for Goods and/or Services at the prices detailed and itemised in the relevant purchase order.
(b) Where Goods are supplied, the Suppler may also invoice the Purchaser for delivery costs and other charges (such as import or excise taxes) specified in the purchase order.
(c) The Supplier may not invoice the Purchaser for any amounts which are not expressly specified in the Purchase Order.

2.2 Invoices and payment terms

(a) Invoices may be issued by the Supplier:

(1) in relation Goods supplied, on or within 20 Business Days after, the date on which the Purchaser takes possession of the Goods: and
(2) in relation to Services supplied, on or about the final Business Day of each calendar month.

(b) All invoices must:

(1) be tax invoices which contain all required information so as to comply with applicable law; and
(2) fully itemise all Goods and/or Services and other amounts which are included in the invoice (including, where Services are provided, the number of hours worked in the relevant period).

(c) Other than to the extent an invoice is disputed by the Purchaser in good faith, the Purchaser must pay all invoices issued by the Supplier 30 days following the calendar month in which the invoice is issued.

2.3 GST / VAT

(a) Unless otherwise stated, the consideration expressed to be payable by the Purchaser for, or in connection with, any supply made by the Supplier under these Terms which is subject to GST/VAT, does not include any GST/VAT.
(b) The Purchaser must pay to the Supplier an additional amount on account of GST/VAT (the GST/VAT Amount) equal to the consideration payable by the recipient to the Supplier for the supply multiplied by the prevailing GST/VAT rate.
(c) The GST/VAT Amount is payable no later than the time the consideration to which the GST/VAT Amount relates is payable by the Purchaser under these Terms, provided the Supplier has issued a tax invoice to the recipient in accordance with clause 2.2.

 


3. PROVISION OF SERVICES


3.1 Performance / completion

(a) The Supplier must perform and complete any Services by the delivery date(s) specified in the relevant purchase order (or such later date agreed by the Purchaser in writing).
(b) The Purchaser agrees to provide access to the Site (and any information required to undertake the Services) as reasonably necessary to enable the Supplier to deliver the required Services.

3.2 Variation of Services

(a) The Purchaser may by written notice to the Supplier request that the Supplier varies the Services.
(b) If the Purchaser requests a variation to the Services:

(1) the Purchaser will provide the Supplier with a written notice detailing the required variation;
(2) the Supplier will, as soon as reasonably possible, review and evaluate the estimated cost of the proposed variation and provide the Purchaser with particulars of its updated costs; and
(3) if the Purchaser wishes to proceed with the variation, the parties will agree to a further purchase order describing the updated particulars of the Services to be provided.

3.3 Work health and safety

In supplying any Services on Site, the Supplier must and must ensure that all its personnel and contractors:
(a) comply with all relevant work, health and safety (WHS) laws (WHS Laws) and, upon reasonable request by the Purchaser, demonstrate compliance with the WHS Laws including the provision of evidence to demonstrate compliance with the WHS Laws;
(b) complete any WHS inductions or similar WHS training as required by the Purchaser upon accessing the Site and comply with any directions of the Purchaser in relation to work health and safety matters on the Site;
(c) provide all such information and assistance as the Purchaser may reasonably require in connection with any WHS investigation relating to the Services; and
(d) provide the Purchaser with a copy of any notification (or the details thereof if not in writing) required to be given by the Purchaser under the WHS Laws to any Authority in relation to the death, serious injury or injury of any person or in respect of a dangerous incident arising pursuant to or in relation to the provision of the Services, promptly after the giving of such notification.

 


4. DELIVERY, TITLE AND RISK


4.1 Delivery

(a) The Supplier must deliver the Goods to the delivery point specified in the purchase order by the delivery date specified in the purchase order.
(b) The Goods must be accompanied by:

(1) a delivery docket containing reasonable particulars in relation to the Goods;
(2) all relevant manufacturer's or supplier's instructions concerning the use of the Goods; and
(3) all relevant manufacturer's or supplier's warranties in respect of the Goods.

4.2 Hazardous materials

(a) The Supplier must transport and store all hazardous and dangerous Goods in accordance with applicable law and must provide the Purchaser with a materials safety data sheet (MSDS) for all chemicals, chemical substances and other hazardous goods on delivery of such Goods.
(b) No hazardous Goods may be delivered until the relevant MSDS has been provided to the Purchaser.

4.3 Retention of title

Title to the Goods will pass to the Purchaser when the Supplier has been paid in full for the Goods, however it is agreed that Purchaser may on-sell, lease or bail the Goods to third parties in the ordinary course of its business before full title passes to the Purchaser.

4.4 Risk

Despite clause 4.3, risk in Goods supplied will pass to the Purchaser when the Goods are delivered to the Purchaser and safely unloaded at the delivery point specified in the relevant purchase order.

4.5 Rejection

(a) The Purchaser may, within 14 days of taking delivery of the Goods, reject the Goods if it reasonably determines that:

(1) the Goods delivered do not match the description of such Goods in the relevant purchase order;
(2) the Goods supplied not comply with the relevant purchase order or these Terms;
(3) the Supplier has breached any term of the purchase order or these Terms; or
(4) the Goods delivered are in excess of the quantities stated in the relevant purchase order.

(b) The Purchaser may, at the Supplier's cost, sell or dispose of the rejected Goods if the Supplier does not repossess the Goods within 30 days of being notified of the rejection.

4.6 PPSA

(a) The Supplier may make a registration on the PPSR in relation to any retention of title security interest created by clause 4.3. In relation to any such registration, the Supplier must:

(1) immediately provide to the Purchaser a verification statement in relation to any such registration when the registration is made; and
(2) discharge and remove such registration from the PPSR within 10 Business Days of a written request from the Purchaser if:

(A) all Goods supplied by the Supplier to the Purchaser have been paid for in full by the Purchaser; and
(B) the Purchaser has no current orders or purchase orders in place with the Supplier for Goods.

(b) The Supplier must indemnify the Purchaser for all costs, expenses and Losses (including legal fees) incurred by the Purchaser as a result of a failure to comply with clause 4.6(a)(2).
(c) Terms used in this clause 4 have the same meaning as defined in the PPSA unless expressly provided otherwise.

 


5. WARRANTIES


5.1 General warranties – Goods

(a) Where Goods are supplied by the Supplier, it warrants that:

(1) it has the right to sell and transfer unencumbered title to the Goods to the Purchaser;
(2) the Goods will be new, free from defects and of merchantable quality when delivered to the Purchaser and will be fit for the purpose for which the Goods would ordinarily be used;
(3) the Goods comply with all applicable laws and it holds all Authorisations required by applicable law to supply the Goods; and
(4) the Goods will conform to the description, model number and the sample (if any) provided by the Supplier.

(b) The Supplier acknowledges that the Purchaser has relied upon such warranties in ordering the Goods from the Supplier.
(c) The Supplier must, immediately upon request, provide the Purchaser with evidence of any Authorisations it holds or is required to hold as per clause 5.1(a)(3).

5.2 Replacement warranty – Goods

(a) If, during the 12-month period from the date of delivery (Warranty Period) the Purchaser becomes aware or discovers that the Goods:

(1) are defective; or
(2) are faulty,
the Supplier will repair or replace the Goods free of charge.

(b) To make a warranty claim under clause 5.2(a), the Purchaser must provide a notice to the Supplier within one month of becoming aware of the relevant circumstances giving rise to the claim.
(c) Clause 5.2(a) does not apply to the extent that the Goods have become defective as a result of the Purchaser’s failure to take reasonable care in relation to its use or storage of the Goods.
(d) Clause 5.2 operates without limiting any of the Purchaser’s rights under applicable law, including without limitation, the CCA.

5.3 General warranties – Services

(a) Where Services are supplied by the Supplier, it warrants that:

(1) the Services will be provided to the standard of an experienced and competent contractor and in accordance with Best Industry Practice;
(2) it has not relied on and will not rely on any information, data, representation, statement or document given by the Supplier in relation to the Services;
(3) it has satisfied itself as to the adequacy and suitability of the Site for providing the relevant Services; and
(4) the Services will be provided in accordance with all applicable laws and it holds all Authorisations required by applicable law to provide the Services.

(b) The Supplier acknowledges that the Purchaser has relied upon such warranties in ordering the Services from the Supplier.
(c) The Supplier must, immediately upon request, provide the Purchaser with evidence of any Authorisations it holds or is required to hold as per clause 5.3(a)(4).

 

 

6. INTELLECTUAL PROPERTY


6.1 Background IP Materials

Each party acknowledges that it does not have (and does not obtain) any IP Rights in, or any licence to use, the other party’s Background IP Materials other than as expressly provided for in clause 6.2.

6.2 Supplier Background IP Materials

The Supplier grants to the Purchaser a non-exclusive, royalty free, perpetual, irrevocable, worldwide licence (including the right to sub-licence) to (itself or using third party contractors) use, reproduce, modify, adapt and further develop all IP Rights its Background IP Materials to the extent necessary or desirable to enable the Purchaser (itself or using third party contractors) to fully enjoy, exploit and further develop the Contract IP Materials.

6.3 Contract IP Materials

(a) Upon creation, all Contract IP Materials created by the Supplier in the course of providing the Services (for example, any reports or studies which are provided as part of the Services) will vest in the Purchaser free of all encumbrances and the Supplier hereby unconditionally assigns to the Purchaser:

(1) all IP Rights (other than copyright) in the Contract IP Materials, without the need for further assurance; and
(2) all copyright in the Contract IP Materials, as an assignment of future property under section 197 of the Copyright Act 1968 (Cth) and in equity.

(b) The Purchaser grants to Supplier a non-exclusive, irrevocable, perpetual, royalty free licence to use any Contract IP Materials for the purposes of providing the Services.

6.4 Infringement claim

The Supplier indemnifies and holds harmless the Purchaser against any Loss or claim (including any third party claim) arising from any infringement or alleged infringement of IP Rights owned by any third party in respect of any of the Supplier’s Background IP Materials and/or the Contract IP Materials.

 

 

7. LIMITATION OF LIABILITY


7.1 Limitation of liability

The Supplier’s liability in respect of any Loss relating to or arising with respect to Goods and/or the Services is, to the extent permitted by law, limited to any of the following, as determined by the Purchaser in its absolute discretion:
(a) the repair or replacement of the Goods; or
(b) the payment of the cost of repairing or replacing the Goods or of acquiring equivalent Goods; or
(c) the payment of the cost of, or, re-performing the Services.

7.2 Subcontracting

(a) The Supplier may not subcontract the provision of any Services under these Terms without the Purchaser’s prior written consent
(b) Where the Supplier subcontracts any of the Services, or orders Goods it supplies to the Purchaser from a third party, the Supplier acknowledges and agrees that the Supplier is solely responsible to the Purchaser for any claims for Loss incurred by the Purchaser in connection with the relevant Goods and/or Services.

7.3 Exceptions

The limitation of liability in clause 7.1 does not apply in respect of claims for Losses:
(a) relating to personal injury or death (suffered by any person including any third party) which is caused or contributed to by the Supplier Group;
(b) in respect of which the Supplier Group holds, or is required to hold under clause 8 of these Terms, insurances covering amounts which are in excess of such limitation of liability;
(c) to the extent caused or contributed to by any wilful default of these Terms by the Supplier Group or any intentional or recklessly indifferent act or omission of the Supplier Group;
(d) under the indemnities provided by the Supplier in clauses 4.6(b) (PPSA) and 6.4 (Infringement claims); and
(e) in respect of any breach by the Supplier of clause 9 (Confidentiality).

 

 

8. INSURANCES


(a) The Supplier will ensure that the Goods are fully insured by the Supplier (including whilst the Goods are in transit) until such time as they are delivered to, and safely unloaded at, the delivery point specified in the purchase order.
(b) The Supplier must also maintain all insurances required by law (including workers compensation insurance) and a general, product and professional indemnity liability insurance policy which covers up to A$20,000,000 per claim (and is unlimited in aggregate), plus any other insurances reasonably required by the Purchaser given the nature of the Goods or Services being provided.
(c) The Supplier will provide the Purchaser with a certificate of insurance evidencing its holding of the above insurance policies promptly upon request.

 

 

9. CONFIDENTIALITY


(a) The Supplier must hold all Confidential Information of the Purchaser in strict confidence and must not disclose such information to any person except:

(1) to members of the Supplier Group who reasonably need to receive such information on the basis that the Supplier must ensure such persons keep the relevant information confidential;
(2) with the Purchaser’s prior written consent; or
(3) as required by law (provided the Purchaser is first given the ability to object to such information being disclosed with the relevant entity or body).

(b) Upon written request by the Purchaser, the Supplier must destroy or delete all Confidential Information of the Purchaser (and must direct all members of the Supplier Group to do the same) other than to the extent:

(1) the Supplier Group is required to retain such information in accordance with applicable law;
(2) the information is contained in board papers of the Supplier Group; or
(3) the information is stored in computer back-up servers or cloud-based servers and it is not reasonably possible to readily delete such information,
in which case, it must keep such information confidential (and must ensure that any members of the Supplier Group who hold such information keep it confidential) indefinitely.

(c) Damages may not be a suitable remedy for a breach of this clause 9 and the parties agree the Supplier is entitled to obtain injunctive relieve or specific performance (as appropriate) in connection with such breach.

 

 

10. GENERAL


10.1 Notices

(a) Notice may be given to a party under these Terms personally, by leaving it at the party’s address, by sending it by pre-paid mail to the party’s address or by sending it by e-mail to the party’s e-mail address.
(b) Notice is deemed to be received by a person when left at the party’s address, if sent by pre-paid mail, on the 7th Business Day after posting or if sent by e-mail:

(1) at the time shown in the delivery confirmation report generated by the sender’s e-mail system; or
(2) 12 hours after the e-mail is sent, unless the sender receives a return e-mail notification that the e-mail was not delivered, undeliverable or similar.

10.2 Severance

If any provision of these Terms is void, voidable or unenforceable, the provision will be read down, limited or, if necessary, excluded to the extent necessary to make it not void, voidable or unenforceable, and all other Terms will remain in full force and effect.

10.3 Governing law

These Terms are governed by the laws of the State in which the Purchaser is located (as per the Purchaser’s address in the relevant purchase order). The parties irrevocably submit to the exclusive jurisdiction of the courts with valid jurisdiction there.

10.4 Relationship

The relationship of the Supplier to the Purchaser is that of independent contractors and neither party is an agent, employee, partner or joint venturer of the other party.

10.5 Assignment

The Supplier may not transfer, assign or otherwise dispose of any of its rights under these Terms without the prior written consent of the Purchaser.

10.6 Survival

The parties agree that clauses 6 (intellectual property), 7 (limitation of liability) and 9 (confidentiality) and the indemnities contained in these Terms survive termination of these Terms and/or the cancellation of any purchase order.

10.7 Unfair contracts

If an agreement between the parties incorporating these Terms is a ‘consumer contract’ or ‘small business contract’ (each as defined in the CCA) and a term of that contract would, but for this clause, be ‘unfair’ (as defined in section 24(1) of the Australian Consumer Law contained in Schedule 2 to the CCA), the Purchaser may only apply or rely upon that term to the extent that doing so is reasonably necessary to protect its legitimate interests.

 

 

11. DEFINITIONS


In these Terms:

Authorisation means any approval, authorisation, code of conduct, government policy, consent, exemption, filing, licence, notarisation, permit, registration, waiver and conditions attaching to any of them (as applicable) by any Authority.

Authorised Signatory means:

(a) any director or secretary of a party; and
(b) any employee of a party with the word ‘chief’ or ‘manager’ included in its position description; and
(c) any authorised signatory of a party (first party) notified to the other party by an Authorised Signatory of the first party.

Authority means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

Background IP Materials means all IP Materials owned or licensed by a party before the commencement of the Services.

Best Industry Practice means practices followed when services are undertaken in a sound and professional manner, with due care and skill, to the standard expected of a competent and skilled contractor performing services similar in nature to the Services.

Business Day means any day other than a Saturday, Sunday or public holiday in the State in which the Services are to be performed or the Goods are to be delivered.

CCA means the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

Confidential Information means any information (in any format, including hard copy, electronic or otherwise) that is acquired by one party from the other party in connection with these Terms or any Purchase Order except information which is in the public domain (other than as a result of a breach of this agreement).

Contract IP Materials means all IP Materials created or produced by, or on behalf of, the Supplier as part of, or in the course of performing the Services.

Goods means any goods, products, materials or services supplied by the Supplier in accordance with these Terms as described in any related purchase order.

GST/VAT means any goods and services or value added tax imposed under any GST/VAT Law and includes GST/VAT within the meaning of the applicable law, regulation or similar provision governing the operation of applicable law.

GST/VAT Law means the GST/VAT laws of the jurisdiction in which the Supplier is located. For the avoidance of doubt, where relevant, GST/VAT Law will include the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Input Tax Credit means a credit a taxpayer is entitled to claim to offset its GST/VAT liability in accordance with the relevant GST/VAT Law of the applicable jurisdiction.
IP Rights means any and all current and future intellectual and industrial property rights and interests, including any:

(a) patents, trademarks, service marks, rights in designs, trade names, copyrights, utility models, eligible layout rights and topography rights, inventions, discoveries, trade secrets, know how, software and improvements;
(b) applications for, or right to apply for, registration of any of them;
(c) rights under licences and consents in relation to any of them; and
(d) other forms of protection of a similar nature or having equivalent or similar effect to any of them,
in Australia and the world, whether registered or unregistered, for the duration of the rights and interests.

IP Materials means material in whatever form, including documents, specifications, designs, plans, reports, studies, products, equipment, information, data, concepts, inventions, processes, formulae, know-how, graphic layouts, images and software.

Loss means any loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fines, outgoing or payment (including all legal and other expenses) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent, under statute, in tort for negligence, by contract or otherwise.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established pursuant to the PPSA.

Purchaser means the entity which is listed as purchaser in the relevant purchase order which incorporates these Terms.

Services means any services provided by the Supplier to the Purchaser under or pursuant to these Terms as described in any related purchase order.

Site means any premises of the Purchaser on which any Services are required to be performed.

Supplier means the entity which is listed as supplier in the relevant purchase order which incorporates these Terms.

Supplier Group means any of the Supplier, its employees and officers and the Supplier’s contractors (or sub-contractors) and their employees and officers
 

 

SUPPLIER CODE OF CONDUCT


Version Date - May, 20th, 2021

 

Each of the companies of the Wines & Spirits branch of the LVMH Moët Hennessy Louis Vuitton group (hereafter the “client”) attaches great importance to ensuring that its Maisons and their partners share a set of common rules, practices and principles with respect to ethics, social responsibility and protection of the environment.
Consequently, the LVMH Group expects its Maisons to establish and promote exemplary relations with all their partners (suppliers, distributors, subcontractors, etc.) anchored in responsibility, fairness and integrity.
Each LVMH Group Maison therefore requires its suppliers to respect the ethical principles presented in this Supplier Code of Conduct and to ensure that their own suppliers and subcontractors do the same.
 


 

In the conduct of its activities, the client is committed to complying with all applicable laws, regulations and national and international conventions, as well as with best practices, in particular with regards to ethics, social responsibility and protection of the environment. The client expects its suppliers to apply the same respect for applicable laws and ethics principles as they do in the management of their own companies. The client requires strict compliance with these standards by all its suppliers, their workers, their production facilities, their subcontractors and their own suppliers.

When national legislation or other applicable regulations address the same issue as this Supplier Code of Conduct, the highest standards or most restrictive provisions shall apply. When this Supplier Code of Conduct is in contradiction with applicable law, the applicable law shall apply. The client works with suppliers who agree to comply with the requirements of this Supplier Code of Conduct and with the principles stipulated in the Conventions of the International Labour Organization, the Universal Declaration of Human Rights, the United Nations Global Compact, the OECD Guidelines for Multinational Enterprises and the United Nations Women’s Empowerment Principles.

Our suppliers remain guarantors towards the client for work performed by their subcontractors and suppliers and guarantee respect by their subcontractors and suppliers of this Supplier Code of Conduct and relevant obligations.

In the event of any violation of this Supplier Code of Conduct by the supplier or one of its suppliers or subcontractors, the client reserves the right to review the business relationship and possibly terminate it in conformity with applicable law, even if there is no written contract formalizing this relationship, without prejudice to the other rights of the client or remedies it might seek.

 


1. LABOR STANDARDS AND SOCIAL RESPONSIBILITIES


The client requires its suppliers to exhibit exemplary social responsibility in their conduct.

•    Prohibition of child labor: Work by children under the age of 16 is strictly prohibited. In countries where local laws set a higher age for child labor or set an age for completion of compulsory education higher than 16, the highest age is applicable. Any work which is likely to jeopardize children’s physical, mental or moral health, safety or morals should not be done by anyone under the age of 18.

•   Prohibition of forced labor: Any use of forced labor, slavery, servitude or trafficking in human beings by our suppliers, as well as withholding identity papers or work permits or requiring workers to deposit a bond or the use of any other constraint, is strictly prohibited. All workers are entitled to accept or leave their employment freely. Suppliers may not require workers to work to repay a debt owed to them or to a third party.

•   Prohibition of illegal, clandestine and undeclared employment: Our suppliers are required to comply with all applicable regulations to prevent illegal, clandestine and undeclared employment.

•   Prohibition of harassment and abuse: We expect our suppliers to treat their workers with respect and dignity. Our suppliers may not tolerate or engage in any form of corporal punishment, physical, sexual, verbal or psychological harassment or any other kind of abuse.

•   Prohibition of discrimination: We expect our suppliers to treat all workers equally and fairly. Our suppliers may not engage in any kind of discrimination – in particular with regards to wages, hiring, access to training, promotion, maternity protection and dismissal – based on sex, race or ethnic origin, religion, age, disability, sexual orientation, political affiliation, union membership, nationality, gender identity or social background.

•   Wages and benefits: Our suppliers must at minimum pay wages on a regular basis and no less than monthly, compensate workers for overtime hours at the legal rate and meet all legal requirements relating to worker benefits. If there is no legal minimum wage or rate for overtime pay in the country concerned, the supplier must ensure that the wages are at least equal to the average minimum in the relevant industrial sector and that overtime pay is at least the same as the usual hourly compensation. Wage deductions shall not be used as a disciplinary measure. We require our suppliers to guarantee that all workers receive benefits stipulated in any applicable collective bargaining agreements, company agreements and other applicable negotiated individual or collective agreements.

•   Working hours: Our suppliers must comply with all local laws and regulations applicable with respect to working hours, which shall not in any case exceed the maximum set by internationally recognized standards such as the International Labour Organization. Our suppliers may not impose excessive overtime hours. The total number of hours worked per week including overtime may not exceed legal limits. Workers are entitled to the minimum number of days off established by applicable laws and at minimum must have at least one day off in every seven-day period.

•   Freedom of association: We require our suppliers to respect and recognize the right of workers to negotiate collectively, and to create or join labor organizations of their choice without any sanction, discrimination or harassment.

•   Ensuring health and safety: Our suppliers are expected to provide their workers with a safe and healthy workplace environment in order to avoid accidents or bodily injuries which may be caused by, related to, or result from their work, including during the operation of equipment or during work-related travel. Suppliers are expected to set up procedures and trainings to detect, avoid and mitigate as much as possible any hazards that constitute a risk to the health, hygiene and safety of staff. They are required to comply with all applicable local and international regulations and laws in this regard. These same principles are applicable to housing provided by suppliers.

 

 

2. ENVIRONMENTAL REGULATIONS AND PROTECTION


The client takes concrete measures to protect the environment within the scope of a specific program which includes cooperation with its suppliers to ensure application of best practices throughout the supply chain.

The client expects its suppliers to share this commitment. It encourages initiatives by its suppliers to reduce the environmental impact of their activities, notably through the use of green technologies.

The client requires that its suppliers respect local and international environmental regulations and standards, that they obtain all requisite environmental permits and that they be able to prove effective implementation of the following:

•    Application of an environmental management system;

•    Improvements in the environmental performance of their sites and production resources, in particular through proper waste management, elimination of air, water and soil pollution, reduction of greenhouse gas emissions with an emphasis on use of renewable energies, reduction of water and energy consumption and safe management of hazardous chemicals;

•    Measures to preserve biodiversity and guarantee regulatory traceability and compliance for raw materials and substances used;

•    Best practices across their supply chain to respect animal welfare;

•    Contributions to continuous improvements in environmental performance throughout the lifecycle of the products of the client

•    Ensure that staff whose work has direct environmental impact are trained, skilled and have the resources required to effectively perform their work.

 

 

3. BUSINESS INTEGRITY REQUIREMENTS


The client requires exemplary integrity from its suppliers in the conduct of their business activities.

•    Legal requirements: We expect our suppliers to act in full compliance with local, national and international laws in the conduct of their business.

•    Prohibition of all forms of corruption: The client applies a zero-tolerance policy concerning corruption and trading in influence. We expect our suppliers to respect all applicable laws concerning corruption and to take appropriate measures to prevent, detect and sanction any corruption or trading in influence, directly or indirectly, across the scope of their activities.

•    Prevention of conflicts of interest: We require our suppliers to comply with all applicable laws concerning conflicts of interest and to make every effort to prevent the occurrence of situations that create a conflict of interest within the scope of their business relationship with the client.
•    Prohibition of money-laundering: Money-laundering can occur where an action is taken to mask the true origin of money or assets that are connected to criminal activity. We require our suppliers to commit to taking all appropriate measures to prevent their operations from being used as vehicles for money-laundering.
•    Respect of competition: Our suppliers must be committed to compliance with competition law applicable in their host countries. This includes prohibiting abuse of dominant position, concerted practices or unlawful agreements between competitors.

•    Confidentiality: Our suppliers must be committed to taking all necessary measures to guarantee the confidentiality of professional secrets and other non-public information they receive in the course of their business relationship with the client.

•    Prevention of insider trading: We require our suppliers to comply with all applicable laws and legislation concerning insider trading and to refrain from selling or buying shares in LVMH – Moët Hennessy Louis Vuitton SE, or any linked derivative financial instruments, based on inside information, either directly or indirectly.

•    Protection of personal information: We require our suppliers to comply with all applicable laws and regulations concerning the protection of personal information.

•    Customs and security authorities: We require our suppliers to comply with applicable customs laws, including those relating to imports and the ban on transshipment of merchandise to the importing country.

•    Trade restrictions and international sanctions: We require our suppliers to respect international trade restrictions and sanctions, taking into account any changes in these measures, as well as all laws and regulations concerning export controls.

•    Gifts and invitations: Gifts or invitations may be considered acceptable expressions of courtesy within the context of good business relations if limited in scope and value, given openly and transparently, permitted under applicable local law, customary in the location in which they would be given, provided to reflect esteem or gratitude, and not offered with an expectation that something will be offered in return. In some cases, these practices might be subject to anticorruption regulations or other legal requirements, making it essential to be aware of such rules and to fully comply with them.

•    Protection of assets: Our suppliers are required to take all necessary measures to protect the resources and assets of the client in particular its intellectual property rights, and are committed to fighting counterfeiting through a strategy of prevention, cooperation and communication. For example, all finished or semi-finished products bearing distinctive signs belonging to the client and which have not been ordered or have been refused, must be destroyed by the supplier as instructed by the client

•    Public statements: We expect our suppliers to be extremely attentive to their public statements, particularly on the Internet and in social media, and to ensure that any statements are not attributed to the client and are consistent with the supplier’s commitment to both confidentiality and professional secrecy.

•    Information transparency: Our suppliers are required to provide clear and accurate information regarding the methods and resources used, production sites and characteristics of the products or services supplied, and to refrain from making any misleading claims.


INSPECTION AND AUDIT


Inspection: We reserve the right to confirm compliance with these principles and to conduct compliance audits at our suppliers and their own suppliers and subcontractors. Our suppliers must provide all necessary information and facilitate access by representatives of the client seeking to verify compliance with the requirements in this Code. Suppliers must commit to improving or correcting any deficiencies identified. The client may also support its suppliers in implementing and applying best practices in order to resolve minor non-conformity issues.

Accurate records and access to information: Our suppliers are required to keep proper records to demonstrate compliance with this Supplier Code of Conduct. They must provide our representatives with access to complete, original and accurate records