Merchandising - Supercheap Automedia.supercheapauto.com.au/sca/files/user/tradepartner… · Web viewSupercheap Auto’s merchandising and marketing teams provide 45 weeks of promotional

Trade Partner Information Guide

Australia & New Zealand

2009

Supercheap Auto Trade Partner Guide Page 1 of 22

TABLE OF CONTENTS

Welcome to Supercheap Auto.....................................................................................3Information for New Trade Partners.............................................................................4

Merchandising..........................................................................................................4Merchandise Category Reviews...............................................................................4Promotions...............................................................................................................5Invoicing and Payments...........................................................................................6

Payment Process..................................................................................................6Statement Requirements......................................................................................6Invoice Requirements...........................................................................................7

Logistics...................................................................................................................8Distribution Centers..............................................................................................8Order Confirmations & Inbound Scheduling.........................................................9Dangerous Goods Freight..................................................................................10Packaging & Barcoding......................................................................................11National Packaging Covenant............................................................................11

General Business Agreement....................................................................................13Preamble................................................................................................................14Interpretation..........................................................................................................14Agreement..............................................................................................................15

1. Subject Of General Business Agreement....................................................152. Introduction..................................................................................................153. Delivery Instructions, Times & Conditions...................................................154. Product Warranties......................................................................................155. Availability....................................................................................................166. Prices And Payment....................................................................................167. Competition.................................................................................................168. Product Liability...........................................................................................179. Secrecy / Prohibition Of Competition...........................................................1710. General Business Agreement Period.......................................................1711. Representitives And Progress Meetings..................................................1812. Right to Offset..........................................................................................1813. Indemnity For Breach And Fraud.............................................................1814. Trade Partner Warranties........................................................................1815. Waiver......................................................................................................1916. Severance................................................................................................2017. Assignment..............................................................................................2018. Force Majure............................................................................................2019. Products Manufactured By Trade Partner................................................2020. General....................................................................................................21

Execution...............................................................................................................22


Welcome to Supercheap Auto

Welcome to the Supercheap Auto (SCA) Trade Partner Information Guide. This guide has

been developed as a tool to give you a better understanding of the way we operate and how

we want to do business with you.

From the commencement of its automotive accessories retail business in 1974, Supercheap

Auto has grown to over 260 stores throughout Australia and New Zealand. Our stores are

distinctly branded and use powerful merchandising techniques, designed to provide

customers with an unforgettable shopping experience.

At Supercheap Auto we pride ourselves on offering our customers value focused products for

their car, motorbike, trailer, garage, boat and yard. As Supercheap Auto’s advertising

constantly reminds its customers, Supercheap Auto “is everything auto and much much

more”. A vital ingredient to maintaining our existing customers and growing our business is

delivering a wide range of products, presented in easy to shop stores with helpful and

knowledgeable team members. As a Supercheap Auto Trade Partner you have an important

partnership role to play in fulfilling this commitment.

Because there can be complexity in getting products to the customer in a timely manner we

need you to understand our requirements and processes, by using this manual and our web

site http://www.supercheapauto.com.au/trade-partner-information.aspx we have

endeavoured to reduce the complexity and make trading with us a much smoother and

simpler process. If you have any queries which are not answered in these resources

please contact your relevant Business or Category Manager.

We look forward to building a strong trading partnership well into the future

Kind Regards,

David AjalaChief Operating OfficerSuper Cheap Auto


http://www.supercheapauto.com.au/trade-partner-information.aspx

Information for New Trade Partners

Merchandising

Super Cheap Auto has a centralized Merchandising department located in Lawnton,

Brisbane, Queensland Australia.

The Merchandising team are responsible for Super Cheap Auto’s range, quality and price of

products. The team are continuously seeking new product and category opportunities to stay

ahead of market trends and keep customers satisfied. As part of this development

establishing and maintaining strong relationships with Trade Partners forms an important part

of the Merchandise team and assists them in satisfying customers with the largest

Automotive Retail range at the right price.

The team located at Lawnton are responsible for both the Australian and New Zealand

ranges and are continuously devising category strategies suitable for each of the different

markets. As part of this the team is responsible for planning promotional activity on both a

local and national scale, often devising unique promotional cooperative ventures with major

Trade Partners.

In addition to the standard product ranges carried, the Merchandise team is always on the

look out for one off special buys or seasonal ranges that will continue to satisfy and excite

our customers.

Merchandise Category Reviews

Category Managers endeavor to review their categories once a year to assess new product

submissions and market trends. This is also an opportunity to delete any non-performing

products and re-assess layouts in stores based on product and category performance.

New product submissions made during a scheduled category review can be processed

quickly, however submitting new lines for review during this period is not compulsory and

lines will be considered outside of this time in exceptional circumstances.


The category range review schedule can be located and is updated regularly on our website

under:

For further information in regards to the range review timings please contact the relevant

Category Manager. Category Management team details can be found using the link below:

Promotions

Supercheap Auto’s merchandising and marketing teams provide 45 weeks of promotional

activities to support and reinforce our value messages. These promotions are supported by

19 colour catalogues that are dropped in letterboxes around Australia and New Zealand

totalling 6.5 million households. These catalogue promotions are further supported with TV,

press and radio, including our own in store radio.

The promotions we run are planned systematically and well in advance to avoid clashes

between competing brands, inventory planning and forecasting.

For further information in regards to the promotional process please contact the relevant

Category or Assistant Category Manager who will be able to assist you.


http://media.supercheapauto.com.au/sca/files/user/tradepartners/Range_Review_09-10_Webview.xls

http://media.supercheapauto.com.au/sca/files/user/tradepartners/Merchandising_Contacts.pdf





Invoicing and Payments

Our Accounts Payable Team is responsible for processing Trade Partner invoices for all

businesses within the Super Cheap Auto Group and is the first point of contact for invoice

payment queries. The Accounts Payable Team can be contacted on (07) 3482 7561 or (07)

3482 7633. However any specific pricing queries are to be directed to your relevant Category

Manger.

Our goal is to pay our Trade Partners accurately and in accordance with approved payment

terms. The Trade Partner Trading Terms form is used to document approved payment

terms. The form is to be used for new and changed payment terms. Once signed by both

the Trade Partner and Category Manager the information will become effective until further

notification.

Our payment process is summarised as follows:

Payment Process

All payment days are calculated from the statement date

Statement date is at the end of the month in which the purchase occurred

Payment is made on the 30th of the payment month

Payments are made by EFT at the end of the settlement period

Rebates are automatically deducted from remittances

Statement Requirements

Statements must be supplied by the 7th calendar day of each month

Statements must list all outstanding items (invoice, credit notes and rebates)

Statements are required monthly, even if there are no deliveries during that month


Invoice Requirements

Invoice requirements are different for stock, special orders and non-stock purchase

orders:

o All stock deliveries must be accompanied by a delivery docket / packing slip,

which must clearly state the purchase order number. Delivery dockets are to

accompany each shipment

o All stock invoices must be emailed directly to:

[email protected] or alternatively faxed to (07)

3482 7178

o All special order and non-stock deliveries must be accompanied by an invoice.

All invoices are verified against statements


mailto:[email protected]

Logistics

Distribution Centers

To service Supercheap Auto’s 260+ stores across Australia and New Zealand the Supply

Chain is supported by three ‘primary’ Distribution Centre (DC) facilities and a facility handling

‘bulkier’ SKU for West Australian distribution.

The location and service scope of these facilities are:Lawnton (QLD) Altona North (VIC) Mangere (Auckland) WA

Walter Crescent

Lawnton, QLD 4501

G9, 441-443 Grieve

Parade

Altona North, VIC 3025

5 Timberley Road

Mangere NZ

839 Abernethy Road

Forrestfield, WA 6058

Phone: (08) 9249 0517

100 + Stores 110+ Stores 40+ Stores Bulky Products

All DC’s operate with the same Warehouse Management System and functional throughput

is conducted with RF hand-held scanners. Procedures have been developed and

standardised so that each DC’s operational competency is maximised; to further build and

develop a ‘best-practice’ culture all DC’s operate under the Group Logistics ‘banner’ of

Safety, Accuracy and Service.

The facilities located in Lawnton, Altona and Mangere hold the full range of products carried

by the standard sized Super Cheap Auto store. Utilising a ‘Flow-Through’ method each of

these facilities is also capable of processing and distributing Dangerous Goods.

The Lawnton facility also supplements the replenishment needs to our Auckland facility in

instances where product cannot be purchased locally in New Zealand; LCL direct from

Australian Trade Partner’s is also utilised to satisfy replenishment to the Auckland facility.

Information on the delivery requirements to our Distribution Centres can be found in the

Receiving Terms and Conditions document using the link below:

Receival Terms and Conditions for Australia and New Zealand:


http://media.supercheapauto.com.au/sca/files/user/tradepartners/Receival_Terms_and_Conditions_All_SCA_DCs_4_0.pdf

http://media.supercheapauto.com.au/sca/files/user/tradepartners/Receival_Terms_and_Conditions_-_All_SCA_DCs.pdf

http://media.supercheapauto.com.au/sca/files/user/tradepartners/Receival_Terms_and_Conditions_-_All_SCA_DCs.pdf

The terms and conditions outlined in this document are mandatory requirements for

Supercheap Auto; orders received that are not compliant will be rejected at the Trade

Partner’s expense.

For any queries on the DC terms and conditions please contact the Australian and New

Zealand Distribution manager:

Rob SartoriANZ Distribution ManagerPhone (07) 3482 7658E-Mail: [email protected]

Order Confirmations & Inbound Scheduling

Standard replenishment orders are generated and issued to Trade Partners once a week.

As part of the order process it is a requirement that all order confirmations are received by

Supercheap Auto within 48hrs of a Trade Partner receiving their orders. Typically this 48hr

time period will fall before close of business Friday to ensure that in the weekends

replenishment run the system calculates orders correctly for the following week. Orders not

confirmed within this time period may be cancelled.

To arrange confirmation of your order please contact our Inbound stock controlling team:

Contact Name Email Phone Number

Lauren Coyne [email protected] (07) 3482 7532

Carol Grice [email protected] (07) 3482 7585

Maarten De Vlugt [email protected] (07) 3482 7744

Once your order has been confirmed you must contact the relevant DC to arrange a delivery

timeslot. This process is mandatory as delivery timeslots will only be made after a purchase

order confirmation has been received. Timeslots will be allocated based on your purchase

order due date.

Orders delivered outside of this timeslot will result in rejection at the Trade Partner’s

expense.






To arrange a DC delivery timeslot please contact the appropriate DC:

Distribution Centre Email Phone Number

Lawnton (SCA) [email protected] (07) 3482 7718

Altona (SCA) [email protected] (03) 9281 6021

Auckland (SCA) [email protected] +64 9 250 4560

Perth (SCA and BCF) [email protected] (08) 9249 0517

For any further queries on the order confirmation process or delivery timeslots please

contact:

Dinell PerryAssistant Shipping ManagerPhone (07) 3482 7662Email: [email protected]

Dangerous Goods Freight

To comply with and/or exceed current legislation all Dangerous Goods primary freight must

be accompanied with the following legible documentation/placarding:

Applicable Dangerous Goods placarding to the prime mover and/or trailer

Applicable Dangerous Goods stickers to each Pallet and/or Carton that contains

Dangerous Goods

Detailed Dangerous Goods manifest

Dangerous Goods Load Plan, i.e. the position of each Dangerous Goods Pallet

and/or Carton within the trailer footprint

Dangerous Goods delivered without the appropriate supporting documentation will result in

the rejection of a delivery at your expense.

For further information on Dangerous Goods deliveries please contact:

Troy WilliamsNational Transport ManagerPhone (07) 3482 7637Email: [email protected]








Packaging & Barcoding

It is your responsibility to ensure all levels of barcodes and packaging comply with the

current SCA requirements. This includes, but is not limited to:

Barcodes for the retail product and for the logistics units

Warning labels to indicate size (125L or >) and weight (17kg or >)

General labelling to indicate:

o Description

o Brand/Trade Partner

o Part Number

o Quantity

o Gross Weight

These requirements are detailed in the packaging document that can be found using the link

below:

For further information on Packaging & Barcoding please contact:

Cate FieldGroup Logistics Packaging ManagerPhone: (07) 3482 7755E-Mail: [email protected]

National Packaging Covenant

The NPC is a voluntary agreement between industries in the packaging chain and all

spheres of government, based on the principles of shared responsibility through product

stewardship, and applied throughout the packaging chain, from raw material suppliers to

retailers and the ultimate disposal of waste packaging.

Super Cheap Auto Group is committed to establishing a 'framework for the effective life cycle

management of consumer packaging' through an educational approach internally with our

team, our trade partners and our customers. As a part of this plan and Super Cheap Auto

Group's focus on future sustainability we aim to:


http://media.supercheapauto.com.au/sca/files/user/tradepartners/Packaging_barcode__logistics_specifications_v5.1.pdf




1. Reduce the amount of actual packaging used in our products (primarily house brand).

2. Use packaging that is sourced from recycled product where feasible.

3. Use packaging that is made from recyclable materials where feasible.

4. Re-use packaging where feasible.

5. Recycle in the workplace 'like we do at home'.

6. Inform our customers of the recycling abilities of the packaging they have obtained.

7. Analyse, monitor, review and report on our progress, and update our NPC Action

Plan annually.

8. Recycle actual product were possible (eg. lead acid batteries).

The Super Cheap Auto Group recognises the importance of the National Packaging Covent

and its focus on encouraging responsible management of packaging and its associated

waste.

The Super Cheap Auto Group became a signatory in July 2008, and has since formed a

committee to assist with the development of this action plan. The actions contained in this

plan are based upon the principles of product stewardship to assist in meeting our

obligations. We look forward to working hand in hand with our trade partners on an ongoing

basis to develop our product range in line with the principles of product stewardship and the

Key Performance Indicators of the National Packaging Covenant.

The below link can be used to view the SCAG National Packaging Covenant Action Plan:

For further information on Super Cheap Auto Group’s commitment to the NPC please

contact:

Cate FieldGroup Logistics Packaging ManagerPhone: (07) 3482 7755E-Mail: [email protected]


http://media.supercheapauto.com.au/sca/files/user/tradepartners/SCAG-NPC-Action-Plan-v1.pdf




General Business Agreement(Australian Incorporated Trade Partner)

Between: Trade Partner (hereinafter, together with any subsidiary or related

entity of [Trade Partner's Name] referred to as “Trade Partner”)

And: Super Cheap Auto Group Limited

751 Gympie Road

Lawnton

Queensland

Australia

(hereinafter, together with any subsidiary of Super Cheap Auto Group

Limited, referred to as “Customer”)


Preamble

A. The purpose of this General Business Agreement (“agreement”) is to set forth certain commitments between Customer and Trade Partner with respect to delivery of the Products detailed in the Schedule attached hereto (the scope of which may vary from time to time), by the Trade Partner to the Customer.

B. Customer is a retailer of consumer automotive and leisure goods.

C. Trade Partner is a company incorporated in Australia, subject to Australian law, dealing in various consumer products and is interested in supplying these products economically for Customer at an agreed quality.

D. Trade Partner has many years experience in sourcing products of this nature and is fully up-to-date in terms of personnel and knowledge of the Customer’s needs.

E. The following provisions of this agreement refer to all product sourced or manufactured by Trade Partner for customer and constitute the terms of supply and payment.

F. The parties hereto covenant to be bound to the provisions of this agreement as set out below:

Interpretation

“Customer” means Super Cheap Auto Group Limited ABN 81 108 676 204 and its subsidiaries (as defined by section 9 of the Corporations Act 2001) both at the date of this agreement and formed or acquired subsequent to the date of this agreement and for the avoidance of doubt includes Super Retail Group Services Pty Ltd ABN 75 093 167 107, Goldcross Cycles Pty Ltd ABN 59 060 631 754, BCF Australia Pty Ltd ABN 51 110 667 411 and Super Cheap Auto Pty Ltd ABN 64 085 395 124.

“Force Majeure” means an act of God, war, revolution or any other unlawful act against public order or authority, an industrial dispute including strike or other labour disturbances or a governmental restraint that impacts upon the ability of a party to fulfil its obligations contained in this agreement and the onus is upon the party claiming the benefit of Force Majeure to establish that the relevant event has that effect.

“party” or “parties” means the Trade Partner or the Customer or both of them as the context requires.

“products” means the goods and services specified in the attached Schedule and includes (i) such additional goods or services as the Trade Partner agrees to supply and the Customer agrees to acquire from the Trade Partner from time to time and (ii) goods (or components thereof) that the Trade Partner manufactures for supply to the Customer.

“Trade Partner” means [Trade Partner’s name] and its subsidiaries and related entities (as defined by section 9 of the Corporations Act 2001) both at the date of this agreement and formed, acquired or becoming related subsequent to the date of this agreement.


Agreement

1. Subject Of General Business Agreement

The subject of this agreement is the supply of products by the Trade Partner to Customer. Both parties are in agreement that the products supplied by the Trade Partner to Customer may expand or contract over time in the course of the business relationship of the parties. It is understood by both parties that products shall be subject to this General Business Agreement on ordering by Customer and confirmation / delivery by Trade Partner, even if they are not explicitly recorded within this document.

2. Introductiona) Customer requires different products for brand labelling and / or for resale in its own stores of

different qualities and quantities in its business fields.b) Trade Partner is responsible for the supply and delivery of the products required by Customer in

accordance with the conditions contained in this General Business Agreement.

3. Delivery Instructions, Times & Conditionsa) Customer shall place "purchase orders" for all product to be sourced or manufactured by Trade

Partner.b) Trade Partner is technically and commercially capable of sourcing or manufacturing all products

ordered or to be ordered by Customer in the normal course of business within a maximum of 60 working days after the placement of a purchase order.

c) Both parties agree that subject to the terms of this agreement that specific conditions and instructions relating to delivery will be set out in the Trading Terms as agreed between the parties from time to time.

d) In the event that Trade Partner delivers product not ordered by Customer it is agreed that:(i) Trade Partner will collect such product from Customer as a matter of priority;(ii) Customer will handle such product in a reasonable manner,(iii) Customer will hold in safe custody at the Trade Partner’s own risk and accepts no

responsibility for damage or loss of such product at any time;(iv) if satisfactory alternative arrangements or collection cannot be made within three (3)

weeks of the date of the event, Customer may declare such product as abandoned and may, at its own discretion, dispose or donate to a charity of its choice;

(v) Trade Partner agrees to pay all costs or holding fees incurred by Customer.e) Customer reserves the right to recover loss of profit and costs associated with Trade Partner

failing to supply “in full” and “on time” as required by Customer.

4. Product Warrantiesa) The Trade Partner warrants it is at all times capable of delivering the products.b) Without limiting the generality of clause 4(a) the Trade Partner warrants it has the knowledge and

personnel and is economically capable of supplying all products, required by Customer in the long-term and in the quality standards specified under this agreement and based on the specifications at the date of quotation or confirmed reviews.

c) All products supplied by the Trade Partner to the Customer comply in every respect with the minimum standards of quality and safety required by all Australian/New Zealand Governmental Authorities (Federal, State and Local) and any other Authorities having competent jurisdiction in that regard.

d) Without limiting the generality of clause 4(c), the guaranty of product quality during and at the end of manufacture is to be carried out in accordance with ISO 9002 quality standard in close consultation with Customer Quality Assurance and Compliance sections.

e) Trade Partner warrants that the products supplied to the Customer will be:

(i) of the best quality and free of defects in material;


(ii) of workmanship in accordance with Customer specifications / drawings / quality & government regulations;

(iii) safe for use and appropriate for the purpose for which goods of that kind are normally used;

(iv) conform to all appropriate specifications and standards;(v) conform in all respects to any statements made on the containers or labels or

advertisements for such Product; and(vi) adequately packaged, marked and labelled.

f) Trade Partner will provide a warranty period for all products delivered to Customer to be no less than 12 months after the date of delivery.

g) the Trade Partner shall immediately notify the Customer if any products sold to the Customer are subsequently discovered to be defective or in any way unsuitable for the purposes for which they were intended.

5. Availability

Trade Partner guaranties the availability of the products at the conditions agreed upon in this General Business Agreement for the entire working life of the Customer products in which the General Business Agreement products are incorporated, at least for 2 years after the first shipment. In the event of discontinuation of the product after that time, Customer shall have the "opportunity of "last buy" at maximum one-year's Customer-demand at the conditions of the previously Trade Partner valid / current purchase order.

6. Prices And Paymenta) Trade Partner will ensure that:

(i) the price and terms of supply to the Customer will be not less favourable to Customer than those which Trade Partner currently extends to its best customers on the same or similar Products in similar quantities;

(ii) In the event that Trade Partner reduces its price or offers more favourable terms for such Products to others, Trade Partner agrees to offer the same terms and prices to Customer;

(iii) prices recorded in invoices will reflect those negotiated from time to time and recorded in writing by the Customer in corresponding purchase orders;

(iv) prices stated in purchase orders will be maximum prices;(v) prices greater than those stated in purchase orders are not permissible and will not be

honoured by the Customer;(vi) increase in price must be agreed in writing by both parties at least 60 days prior to

order.

b) Payment of the invoices of Trade Partner by Customer shall be made net by bank transfer or crossed check within 90 days after receipt of invoice and products.

7. Competitiona) In order to respond to the ever-growing price pressure in the market, it is vital that Trade Partner

and Customer continue to search for opportunities to improve product development and commercial activities.

b) Trade Partner endeavours to search for opportunities to improve costs and to pass on rationalisation effects to Customer.

c) Customer reserves the right to examine the competitiveness of Trade Partner from time to time and, in the event that better competitive offers are available, to negotiate with Trade Partner about the possibility of price adjustments. In the case that negotiations fail to produce a result, Customer may vary the scope of products acquired from Trade Partner or cancel the General Business Agreement.

d) In case of a variation to the scope of products acquired from Trade Partner, this General Business Agreement shall continue to apply in respect of the products still supplied.


8. Product Liability

Notwithstanding its obligations under the Trade Practices Act (Cwth), Trade Partner shall indemnify and hold harmless the Customer for any claims arising from or in connection with the Trade Partner’s products.

Trade Partner shall include all products supplied to the Customer in its existing product liability insurance, which covers at least 20 Million Australian Dollars in particular case.

9. Secrecy / Prohibition Of Competitiona) During the course of business, it may be necessary for the parties to reveal certain information

which is proprietary and confidential. Each of the parties agrees not to disclose any information unless otherwise prior agreed in writing, or already in the public domain, to any other party at any time during or following the negotiations, and to return all documents, copies, files, electronic media and other property to its owner at the conclusion of the negotiations.

b) Trade Partner warrants that it shall treat all written and oral information and experience received from Customer within the framework of their cooperation - in so far as these are not common knowledge - as strictly confidential and shall not make them available to third parties, nor use them to the benefit of third parties and hand over all documents received from Customer at Customer's request.

10. General Business Agreement Perioda) Both parties agree that long-term business collaboration is to be the objective.b) This General Business Agreement takes effect as of the date of signing and operates for an

indefinite period of time.c) Either party has the right of termination of this General Business Agreement with a 3 month notice

period.d) Despite clause 10(c), a party may terminate this General Business Agreement immediately under

the following circumstances:

(i) In the case of the Trade Partner in the event of

the Customer's inability to pay its debts as and when they fall due; or the appointment of an external administrator to manage the assets of the

Customer.

(ii) In the case of the Customer in the event of

persistent quality problems of the supplied components / products; persistent schedule delays in delivery; a lack of competitiveness with respect to the price of the products or other

terms and conditions relating to their supply; cessation of demand in respect of the products due to changes in market conditions and / or changes in (manufacturing) technologies;

relocation of Trade Partner; the Trade Partner's inability to pay its debts as and when they fall due; or appointment of an external administrator to manage the assets of the Trade

Partner.

e) The termination of this General Business Agreement by a party does not effect any rights or obligations of the parties accrued prior to the date of termination.


11. Representitives And Progress Meetingsa) During the term of this Agreement, each party must:

(i) appoint a suitably qualified representative (“representative”) to be its primary point of liaison with the other party;

(ii) notify the other party of the identity and contact details of its representative within 7 days of execution of this agreement; and

(iii) as soon as practicable notify the other party of the identity and contact details of any replacement of its representative or any subsequent replacement of its representative.

b) the parties will ensure that the representatives meet on not less than a quarterly basis, or otherwise agreed between the parties in writing from time to time, to discuss any issues in relation to the performance of this General Business Agreement.

12. Right to Offset

All claims for money or to become due from Customer shall be subject to deduction or offset by the Customer from any monies due Trade Partner by reason of any claim or counterclaim arising out of this General Business Agreement or any purchase order or any other transaction with Trade Partner.

13. Indemnity For Breach And Fraud

Trade Partner indemnifies and keeps indemnified Customer against all liabilities, losses, expenses, damages and costs, including without limitation legal costs on a full indemnity basis, that Customer may sustain, incur or apprehend or is liable for, arising out of or in connection with any breach of this General Business Agreement by the Trade Partner or any offence or contravention of a law committed by Trade Partner or any other person which is connected to any performance or outcome required under this General Business Agreement.

14. Trade Partner Warranties

Trade Partner represents and warrants to the Customer that:

a) incorporation: (if the Trade Partner is a corporation) it is, or is taken to be, registered as a company under the Corporations Act 2001, and has the power to carry on its business and to own its property in the manner and in the locations in which such business is presently being carried on or property owned;

b) corporate power: (if the Trade Partner is a corporation) it has full power and authority under its memorandum and articles of association or constitution (and has authority from each of its subsidiaries and related entities) to enter into this agreement and to do all things required by this agreement and all necessary meetings have been held and all resolutions have been passed as are required by its memorandum and articles of association or constitution and any other action necessary to authorise the execution and performance of this agreement has been taken and this agreement will constitute the legal, valid, binding and enforceable obligations of the Trade Partner in accordance with its terms;

c) no breach: except as disclosed in writing to the Customer and dispensed with in writing by the Customer, neither the execution nor the performance of this agreement will:

(i) violate in any respect any statute, decree, rule or regulation or any determination, order or award of any court or any governmental, judicial or public body or authority applicable to the Trade Partner; or

(ii) cause any limitation (whether imposed by statute, decree, rule or regulation) on any of the powers of the Trade Partner or on the Trade Partner's right or ability to exercise such powers to be exceeded; or

(iii) conflict with, or result in any breach of, or require any consent or approval under, any mortgage, agreement or other undertaking or instrument to which the Trade Partner is a party or which is binding upon the Trade Partner or any of the Trade Partner's assets; or


(iv) result in a mortgage, charge, lien or other encumbrance over any of the Trade Partner's assets; or

(v) cause any limit on the powers of the Trade Partner in respect of borrowing, guaranteeing, raising financial accommodation or otherwise, as the case may be, to be exceeded;

d) no existing default: except as disclosed in writing to the Customer and dispensed with in writing by the Customer, the Trade Partner is not in default or difficulty under any deed, agreement or other document or obligation to which it is a party or by which it is bound, or in respect of any financial commitment or obligation (including obligations under guarantees or other contingent liabilities), which default or difficulty is reasonably likely to adversely affect the ability of the Trade Partner to comply with its obligations under this agreement;

e) compliance with regulations and legislation: (if the Trade Partner is a corporation) the Trade Partner is in full and ongoing compliance with its Constitution and all companies legislation and regulations and (whether or not the Trade Partner is a corporation) the Trade Partner is in full and ongoing compliance with all other legislation and regulations to which the Trade Partner may at any time and from time to time be subject;

f) compliance with standards: all goods supplied by the Trade Partner to the purchaser under this agreement comply in every respect with the minimum standards of quality and safety required by all Australian Governmental Authorities (Federal, State and Local) and any other Authorities having competent jurisdiction in that regard.

g) recall of goods: the Trade Partner shall immediately notify the purchaser if any goods sold to the purchaser under this agreement are subsequently discovered to be defective or in any way unsuitable for the purposes for which they were intended. Trade Partner will pay all associated costs of Customer.

h) no default: no event of default or event which, with the giving of notice or the lapse of time or both, would be an event of default has occurred and, having occurred, is continuing to subsist;

i) no litigation: except as disclosed in writing to the Customer and dispensed with in writing by the Customer, no litigation or administrative or other proceedings before, or of, any court or governmental authority or agency or other tribunal have, to the knowledge of the Trade Partner, been initiated or threatened against the Trade Partner or any of the Trade Partner's assets which would or might have a material adverse effect upon the business, assets or financial condition of the Trade Partner;

j) no administration: the Trade Partner (if the Trade Partner is a corporation) is not under any form of external administration and (whether or not the Trade Partner is a corporation) has not made any formal arrangements with its creditors for the repayment of its debts;

k) no set-off or counterclaim, etc: the Trade Partner:

(i) does not have, and will not during the currency of this agreement have, any right of set-off or counterclaim or any right to rescind or any other claim with respect to this agreement by way of cross action against the Customer;

(ii) will properly maintain its equipment, processes and systems for it to comply with its obligations under this General Business Agreement;

(iii) will employ or contract the necessary number and quantity of staff to enable it to adequately perform its obligations under this General Business Agreement; and

(iv) will comply with the secrecy obligations under this General Business Agreement.

15. Waiver

The failure of a party at any time to require the performance of any obligation under this agreement is not a waiver of that party’s right:

a) to insist on performance of, or claim damages for breach of, that obligation, unless that party acknowledges in writing that the failure is a waiver; and

b) at any other time to require the performance of that or any other obligation under this General Business Agreement.


16. Severance

Should one or more provision(s) of this General Business Agreement be or become invalid the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced under mutual agreement by a provision complying most closely with the original spirit of the agreement.

The parties agree that:

a) in construction of this agreement by any person with authority to do so (including, but not limited to, a court), a construction of this General Business Agreement that results in all provisions of this General Business Agreement being legal and enforceable is to be applied; and

b) if, despite a construction in accordance with paragraph (a) above, a provision is illegal, then:c) if the provision would not be illegal or unenforceable if a word or words were omitted, that word or

those words are severed; ord) in any other case, the provision is severed,

and the rest of this agreement continues to be legal and enforceable.

17. Assignment

Neither party may assign this agreement or any rights under this agreement without prior written consent of the other party, which consent must not be withheld unreasonably.

18. Force Majure

Where Force Majeure prevents or delays a party from performing an obligation under this Agreement, that obligation is suspended as long as the Force Majeure continues.

19. Products Manufactured By Trade Partner

Where products to be supplied to the Customer are manufactured by the Trade Partner or the Trade Partner’s contractors or agents:

a) Customer shall transmit to Trade Partner all data necessary for the correct manufacture of the products required (“the product specifications”) either by post or by electronic means.

b) Upon receipt of the product specifications, the Trade Partner must confirm, by the fastest means possible, the correct receipt of all data required for the manufacture of the products in perfect quality. The Trade Partner shall immediately inform Customer in writing by the fastest means possible of any missing information in order that no delay in commencement of production should occur due to missing, incomplete and / or detective data, if Trade Partner is able to detect it.

c) All documents (drawings, specifications, provisions etc.) handed over by Customer to Trade Partner, forming part of the product specifications, shall fall under the provisions of this General Business Agreement.

d) The Trade Partner must give the Customer not less than three months notice (“the notice period”) if it proposes changing the location in which products are manufactured.

e) If the Customer gives the Trade Partner written notice during the notice period specified in clause 19(d), the Trade Partner must accommodate the Customer’s request for the supply of such additional quantity of products, to be manufactured at the current location, in order to avoid any quality problems eventually caused by qualifying the new manufacturing location.


20. General

a) Any alterations or supplements to this General Business Agreement and any declarations within the framework of the execution of the General Business Agreement must be made in writing. Deviations must be made in writing.

b) The Customer has full power and authority under its memorandum and articles of association or constitution (and has authority from each of its subsidiaries) to enter into this agreement and to do all things required by this agreement.

c) The parties agree that any formal agreement prepared or dispute between the parties shall be subject to the laws of the State of Queensland, Australia.

d) Both parties acknowledge that Trade Partner and Customer will from time to time make agreement, referred to as “Trading Terms” subordinate to this agreement, to include specific items such as, but not limited to:

i) Product delivery conditions;ii) Shipping arrangements and payment of costs; andiii) Legal / Insurance costs.

AND for the avoidance of doubt it is agreed that where there are inconsistencies between the provisions of this General Business Agreement and the provisions of any other agreement the parties enter into from time to time, with respect to the supply of products, unless the parties specifically agree otherwise, the provisions of this General Business Agreement shall prevail.

e) No provision of this agreement merges or is in any way modified, discharged or prejudiced by reason of on or by virtue of termination of the agreement.

f) Each party must do, sign, execute and deliver and must ensure that each of its employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of it or them by notice from another party effectively to carry out and give full effect to this agreement and the rights and obligations of the parties under it.


Execution

Please attach a schedule of your goods and services and return to the relevant Category

Manager, along with the completed form below.

For:

Trade Partner:

Authorised Signature:

Date:

Authorised Name:

Authorised Position:

(The signatory warrants that he/she is a person authorised by the Trade Partner to enter into this

agreement and to bind the Trade Partner to the provisions contained herein)

Customer:

Authorised Signature:

Date:

Authorised Name:

Authorised Position:

(The signatory warrants that he/she is a person authorised by the Customer to enter into this

agreement and to bind the Customer to the provisions contained herein)

Supercheap Auto Trade Partner Guide22

Documents

Merchandising - Supercheap Automedia.supercheapauto.com.au/sca/files/user/tradepartner… · Web viewSupercheap Auto’s merchandising and marketing teams provide 45 weeks of promotional