Article 1 - General

1.1    These General Terms and Conditions of Purchase (“Terms and Conditions”) apply to and are part of all offers and agreements with the applicable company of the SDL Group (the applicable company shall be referred to as “SDL”) related to the delivery of goods (“the Goods”) by the Supplier to SDL.

1.2    In this Terms and Conditions, SDL shall mean the applicable company(s) of the SDL Group that engages with the Supplier.

1.3    Deviations from these Terms and Conditions apply only if expressly accepted in writing by SDL and only pertain to the Agreement for which the deviations have been accepted.

1.4    The applicability of the Customer’s general terms and conditions and any other general conditions is hereby explicitly rejected.

1.5    In these Terms and Conditions, “Agreement” means any agreement for the delivery of Goods and/or the rendering of Services to SDL by the Supplier. Insofar as these Terms and Conditions are also drawn up in a language other than English, in the event of any conflict the English text shall always prevail.

1.6    The term 'in writing' shall have the following meaning: by letter, by fax or by e-mail.

Article 2 – Agreements

2.1 Agreements as defined in 1.5 are only binding on SDL upon SDL’s written order confirmation, or if an order of SDL is confirmed orally, by submission by SDL of a written order confirmation.

2.2    Upon the issuance by the Supplier of a pro forma invoice or any other form of confirmation of SDL’s written order confirmation, the Supplier is hereby deemed to have accepted these Terms and Conditions.

2.3    The order confirmation of SDL shall be considered to present the contents of the Agreement completely and accurately, unless the Supplier rejects its contents forthwith in writing. In that case, SDL shall no longer be bound by the order confirmation.

2.4    The Supplier must procure the permissions, permits and/or licences needed for the execution of the Agreement at his own expense, and he must see to it that the conditions made therein are observed. The Supplier shall be solely liable for any failure to acquire the permissions, permits or licences, or to acquire them in time, or for the non-observance of the conditions made therein. The Supplier shall indemnify SDL for any and all damage and costs arising from such failure.

2.5 Unilateral cancellation from the side of the Supplier shall be null and void, unless SDL agrees to said cancellation in writing.

Article 3 - Confidentiality

The Supplier shall treat all business information in the broadest sense in connection with SDL confidential, which was brought or came to his knowledge through SDL and/or within the framework of any Agreement and shall not disclose the same to any third party.

Article 4 - Prohibition to make offers and such to SDL’s client

The Supplier shall refrain completely from stating prices and/or making any offers, either directly or by third-party intervention, to the client of SDL in connection with the Goods SDL is negotiating with the Supplier or has concluded an Agreement on.

Article 5 - Intellectual Property Rights

5.1    The Supplier guarantees that (the sale and use of) the delivered Goods do not infringe upon any trademark right, copyright or any other intellectual property right of third parties, or any other rights of third parties.

5.2 The Supplier guarantees that the delivered goods have been brought to market by the IP right holder itself, or with its permission if the Supplier did not buy the goods from the IP right holder itself. The Supplier guarantees that the delivered goods are fit for sale in the appropriate market subject of the Agreement, and that they may be freely traded in that particular market.

5.3    The Supplier shall indemnify SDL and its client(s) against all claims related to intellectual property rights on the delivered Goods, and will compensate SDL, or its client(s) for any loss, as well as the costs, arising from such claims. If requested by SDL, the Supplier will furnish the names and other details of its own suppliers to SDL if SDL in turn needs to furnish those details to its clients/prospective clients or to a third party who alleges infringement.

Article 6 - Prices

6.1    All prices shall be fixed and inclusive of all applicable taxes, import and export duties, excise duties and all further levies and taxes in connection with or in relation to the Goods or the delivery. The prices shall be based on the Terms and Conditions of delivery in Article 7 below.

6.2    Any change in prices shall be notified to SDL at least 60 days before, and must be agreed to by SDL in writing.

6.3    Subject to 6.2, there shall be no settlement in the event of increase of wages, prices of materials and the like.

Article 7 - Terms and Conditions of Delivery

7.1    Unless explicitly agreed upon otherwise, the delivery shall be made “Delivered Duty Paid" (DDP) at the place indicated by SDL. The interpretation of this Article 7 on Terms and Conditions of Delivery shall be determined by the latest edition of the Incoterms issued by the International Chamber of Commerce at the time of conclusion of the applicable Agreement.

7.2 The Supplier shall deliver the goods on the date mentioned in the Agreement, or not later than the last day of the term mentioned therein, and if failing an agreed date or term, within 30 days from the conclusion of the Agreement. Said date or term shall apply as a strict and final delivery date or term. A term of delivery mentioned in the Agreement shall apply as of the date of conclusion of the Agreement.

7.3    The Supplier shall be obliged to timely inform SDL of the exact time of delivery and about any threatening exceeding of the time of delivery.

7.4 The Supplier shall do his utmost to deliver the goods at the agreed date or an earlier date than the agreed date. At the request of SDL, the Supplier shall be obliged to deliver the goods at a later date than the agreed one in the event that SDL considers this desirable, without being entitled to any compensation of damage and costs because of this.

7.5 The Supplier shall only be entitled to make partial deliveries after prior written consent from SDL.

Article 8 – Transportation/Unloading

8.1    Transportation and unloading of goods shall be at the expense and risk of the Supplier in accordance with the Terms and Conditions of Delivery mentioned in Article 7.

8.2    The Supplier can on no account claim any compensation of damage and costs as a result of any possible delay arising at the unloading of delivered Goods.

8.3 The Supplier must present a delivery note immediately at the unloading of the goods, so as to have said note signed for by a person authorized on behalf of SDL to do so. The signing of the delivery note shall solely be a confirmation of the receipt of the delivered Goods and does not imply any approval of the quality or the quantity of the delivered Goods, and does not discharge the Supplier of any guarantee and/or liability. Nor can the signing of the delivery note result in a change of the Agreement in any way.

8.4    In any and all cases and notwithstanding the agreed Terms and Conditions of Delivery, the Supplier shall be obliged to provide the documentation which is needed to transport the Goods to the place of destination.

Article 9 - Packaging

9.1 The Supplier shall pack the goods with proper care. He shall be liable for damage and costs caused by insufficient packaging of and/or damage to and/or destruction of this packaging.

9.2    SDL shall not be obliged to pay the costs of packaging, unless explicitly agreed otherwise.

9.3    The Supplier shall take back any possible packaging of the goods at demand by SDL and shall collect said packaging at his expense at SDL's premises or nominated destination, at the same time refunding any costs charged for said packaging by the Supplier to SDL.

Article 10 - Quality

The Supplier shall guarantee that the delivered Goods are:

a. original and originating from the manufacturer and/or IP right holder stated on the packaging and labels, as well as in accordance with the quality intended by said manufacturer and/or IP right holder and without any faults;

b. regarding shelf life as well as quality - and taking into consideration usual terms - that the Goods are suitable for sale to re-sellers and (finally) for sale to and use by consumers;

c. provided to SDL in the original and latest design and colouring of packaging and labelling of the manufacturer and/or IP right holder;

d. in accordance with the demands made in the Agreement, the documents belonging to the Agreement and/or made available according to the Agreement, as well as with the norms and specifications set by SDL and samples approved by it; and

e. in accordance with national, European and other international rules and regulations, including the requirement of the presence of the original batch or code numbers (identical on the packaging and on the labels) enabling the identification of the goods.

Article 11 - Inspection

11.1    SDL or any third party designated by it shall at all times have the right to inspect or to test the goods, wherever these may be. The results of inspection or test or the omission thereof shall not discharge the Supplier of any guarantee and/or liability.

11.2 The Supplier shall provide all information and facilities needed for an inspection or test, including the necessary help regarding employees and materials.

11.3 The personnel costs of SDL or the designated third party concerned made in connection with an inspection or a test, shall be payable by SDL. Any other costs shall be at the Supplier's expense.

11.4 SDL shall inform the Supplier forthwith of any failure of the Goods to pass the inspection or tests. In this case, the Supplier shall be bound to repair or to replace the rejected Goods at his expense within a time-limit to be stipulated by SDL, and in such a way that said Goods do fulfil the approval requirements, without prejudice to any other rights of SDL. In case of rejection, Goods already delivered must be returned to the Supplier at SDL's request and at the expense of the Supplier. Rejection shall also entitle SDL to suspend payment of the agreed price or instalment, if any.

11.5    The Supplier shall give SDL the right to use or to put into use the delivered Goods even before inspection or test has taken place.

Article 12 - Property and Risk

12.1    The Supplier shall bear the risk for the Goods until the said Goods have been delivered and signed for by SDL in accordance with the previous articles.

12.2    In the event that SDL shall make any payment to the Supplier before the delivery of the Goods, the Goods said payment refers to, or is attributable to, shall be SDL's property as of the time of payment.

12.3    In the event that SDL will be or will become the owner of (a part of) the Goods already before the delivery, the Supplier shall then be obliged to identify these Goods on behalf of SDL and to take proper care of said identified Goods, as well as to insure them and keep them insured for the benefit of those concerned.

Article 13 - Payment and Settlement

13.1    Unless another term has been explicitly agreed upon, and subject to any (suspension) rights SDL is entitled to, payment shall take place within sixty days after the last of the following times:

a. the time of delivery of the goods;

b. the time the Goods are received and signed for by SDL;

c. the time of receipt by SDL of an invoice that fulfills the requirements stated in the following article.

13.2    Payment by SDL of the delivered Goods shall not discharge the Supplier of any guarantee and/or liability.

13.3    In the event that it has been agreed that SDL shall make any payments in advance, SDL shall have the right at all times, before making said payments, to require from the Supplier the provision of a security which is sufficient at SDL's discretion.

13.4    In the event that SDL has a well-founded fear that the Supplier will not fulfil his obligations, SDL shall be entitled to suspend the fulfilment of SDL’s own obligations upon written notice to the Supplier.

13.5    SDL shall be authorized to settle any amounts payable to the Supplier, or to companies associated with the Supplier, with any claims SDL (or any party associated with SDL) has on the Supplier or on any companies associated with the Supplier, irrespective of the fact whether the amounts concerned are due or not.

Article 14 - Invoicing

14.1    The invoices shall be sent to SDL by the Supplier in the original hard copy with original signature/company stamp by post or courier.

14.2    Invoices not fulfilling the requirements set out in the previous paragraphs of this article shall not be dealt with nor paid.

14.3    If the Supplier is new and is not yet in SDL’s system, the Supplier is obliged to fill up a Supplier Form and submit the same with a copy of the Supplier’s Certificate of Incorporation/ Business Registration Certificate or its equivalent.

Article 15 - Return of Goods

15.1    SDL shall be entitled to return the Goods bought from the Supplier, thereby crediting and requiring refund of the price originally charged by the Supplier to SDL for said Goods, if as a result of actions or failure to act by the Supplier, the situation in the market and/or the marketability of these acquired Goods is essentially different from what it was at the time of the formation of the Agreement.

15.2    Furthermore, SDL shall be entitled to return the Goods bought from the Supplier within twelve months after the delivery, in the event the Goods deviate regarding packaging or labelling from what is usual for the Goods concerned (for instance so-called action lots), thereby crediting and requiring refund of the price originally charged by the Supplier to SDL for said Goods.

Article 16 - Guarantee

16.1    The Supplier shall repair forthwith any and all defects, shown by the Goods after the delivery, and in the event that in SDL's opinion repairs are not possible, the Supplier shall replace said Goods at no extra cost to SDL, without prejudice to the Supplier's liability and any further rights of SDL.

16.2    Any and all costs of repairing the defect or replacing the Goods shall be payable by the Supplier.

16.3    In the event that the Supplier does not repair the defect or insufficiently repairs the defect, or if the reparation of the defect cannot be postponed, SDL shall have the right to carry out the necessary actions or have these carried out at the Supplier's expense. In the event that SDL exercises this right, SDL shall inform the Supplier in writing.

16.4    Any obligations under the guarantee shall apply unimpaired after the reparation or replacement of the goods.

16.5    The Supplier shall hold harmless and indemnify SDL against any and all claims by third parties with regard to defects or anything affecting the quality of the Goods.

16.6    A report of an independent expert concerning the relevant defects shall be conclusive evidence between parties in the event of a claim by SDL based on the guarantee referred to hereby. Said report need not include any information on the identity of the clients of SDL, nor on the place where the Goods are. Moreover, SDL shall not be bound to inform the Supplier of such data unless mandated by law.

Article 17 - Liability

17.1    The Supplier shall be liable for all and any damage and costs, inclusive of business and other indirect damage (whereby loss of profit), arising from defects of the delivered Goods or other shortcomings, whether attributable or not to the Supplier and/or caused by natural persons or legal entities working for the Supplier or by any employed, directly or indirectly, by (one of) said natural persons or legal entities.

17.2    The Supplier shall hold harmless and indemnify the SDL against any and all claims by third parties he is liable for arising from the Goods.

17.3 The Supplier shall insure his liability as described in this article for a sufficient amount and shall allow SDL inspection of a copy of said insurance upon request.

Article 18 - Complete or Partial Dissolution

18.1 In the cases provided for by law, as well as in the event that the Supplier does not, not in time or not sufficiently fulfil one or more obligations arising for him from the Agreement(s), or in the event that there is serious doubt as to the Supplier being able to fulfil his contractual obligation towards SDL, as well as in the event of bankruptcy, suspension of payments, complete or partial stoppage of work, liquidation, transfer or encumbrance of the Supplier's business, including the transfer or pledging of an important part of his debts receivable and furthermore in the event that any goods of the Supplier are attached before judgement or in execution, SDL shall have the right to dissolve the Agreement(s) partially or wholly without notice of default or judicial intervention, by means of a written notice sent to the Supplier, and all this without SDL being liable to any compensation and without prejudice to SDL’s further rights.

18.2    In the event that Goods have already been delivered in connection with the execution of an Agreement, SDL shall have the right to keep these Goods in case of dissolution, subject to the payment of the part of the price referring to said Goods, or to return these Goods to the Supplier at the Supplier’s risk and expense and to reclaim the payments already made for these Goods, all this at SDL's discretion and without prejudice to SDL’s further rights.

18.3    The claims, which SDL may have or get as a result of the dissolution of an Agreement and/or any claims for compensation of damage and costs inclusive, shall be immediately and fully payable.

Article 19 – Subcontracting/Transfer

19.1    Without explicit prior written consent of SDL, the Supplier shall not subcontract its obligations under any Agreement or any part thereof to third parties, nor transfer his obligations arising from the Agreement or a part thereof to third parties, nor use any other employees than his own staff for the execution of the agreement. SDL shall have the right to attach conditions to any consent to be given by SDL. Consent given by SDL shall not release the Supplier from any obligation arising from the Agreement.

19.2    The Supplier shall compensate any and all damage and costs caused by non-observance of the provisions of the previous paragraph of this article to SDL and shall hold harmless and indemnify SDL against any claims by third parties in this respect.

Article 20 - General

20.1    In the event that one or more stipulations of an Agreement or these Terms and Conditions are null and void or become legally invalid, the rest shall remain in force. Parties shall consult on the stipulations which are null and void or have become legally invalid, in order to make an alternative arrangement.

Article 21 - Disputes and Governing Law

21.1 These Terms and Conditions and any Agreements entered into by SDL shall be solely governed by and construed in accordance with the law of Hong Kong.

21.2    No delay in exercising or non-exercise by SDL of any of its rights under or in connection with the Agreement(s) or these Terms and Conditions shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by SDL. The single or partial exercise of any right, power or remedy provided by law or under the Agreement(s) or these Terms and Conditions shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

21.3    All disputes arisen under the Agreement between SDL and the Supplier shall be submitted to the competent court of Hong Kong, unless SDL would elect to submit the dispute to the competent court in the place where the Supplier has its registered offices, without prejudice to each party’s right to file for provisional measures with another competent court.

21.4    The provisions of article 21.3 leave intact the right of the parties to obtain a settlement by means of arbitration of the Hong Kong International Arbitration Centre by one or more arbitrator(s) using the HKIAC Rules and Procedures. The place of arbitration will be Hong Kong. The arbitral procedure shall be conducted in the English language. (Last updated on 21 December 2016.)