VENDOR GUIDE| Australia and New Zealand - Woolworths wowlink
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6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR GUIDE| Australia and New Zealand For new and existing Vendors to assist with their day–to-day dealings across the Woolworths business. This vendor guide applies to the following divisions Note: the Compe on and Consumer (Industry Codes—Food and Grocery) Regula on 2015 (“Grocery Code”) applies to the supply of “groceries” (as defined in the Grocery Code) by Woolworths’ vendors to Australian Supermarkets and Small Stores. Australian Supermarkets and Small Stores are referred to in this Vendor Guide as the “Australian Food Stores”. Includes forms required. 1 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 1/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs CONTENTS| Section 1: Information for Vendors Vendor Safety 3 Buying and Marke ng 4 Fresh Food Quality & Safety 5 Country of Origin Labelling Standards 2016 5 Withdrawals & Recalls 6 Invoicing & Payments 7 Business Category Reviews 7 Merchandising Guidelines 8 Promo ons 9 eBusiness 9 Na onal Product Catalogue (NPC) 9 Logis cs 12 Na onal Distribu on Centre Freight Cost Recovery 13 Primary Freight 13 WOWLINK 14 Woolworths Online 15 eBusiness 16 Trading Terms 17 Ethical Sourcing 45 Section 2: Getting Your Product Ranged PART A: Steps to ge ng your product ranged 47 PART B: New Product/Range Presenta on Checklist 48 Section 3: Forms and attachments for Completion PART A: Vendor Data Submission Form 51 PART B: Product/Range specific Documents 55 PART C: Change to Vendor details 62 Section 4: Dispute Resolution and Grocery Code Code Complaints Handling Procedure 63 Dispute Resolu on Scheme 66 Frequently Asked Ques ons 70 2 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 2/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR SAFETY| At Woolworths Group, we are commi ed to protec ng the safety, health and welfare of our employees, customers, contractors, visitors and the community. We will not stop pursuing our goal of zero harm, where every person who enters any one of our sites, will leave in the same condi on as when they arrived. Safety & Health Our Vision Woolworths’ journey towards achieving our Safety and Health vision is described as “Des na on Zero” – zero harm to our people, the environment and community. Our vision is for people at all levels of the organisa on to ac vely care about their own safety and the safety of others. To be passionate about safety and its integra on into the way we do business. Our Principles The safety and health vision within Woolworths is based on the following principles: We will make safety personal; No task is so urgent and no service is so important that we cannot take the me to do it safely. We will aim to improve the quality of life, now and for future genera ons. We are responsible for: ● Our own safety and health ● The safety and health of our co-workers, customers, contractors and visitors ● Our impact on the environment. Woolworths Group has health and safety policies and procedures in place which apply in rela on to your dealings with us, our stores and our sites (“Policies” and “Procedures”). The Policies and Procedures can be found on Wowlink. Any applicable Policies or Procedures must be complied with by a Vendor when engaging with us, our stores or our sites. It is each Vendor’s responsibility to stay up to date with the relevant Policies and Procedures by accessing Wowlink. Some stores/sites also have specific processes in place which relate to the design, layout or equipment at these stores/sites (“Processes”). Any applicable Processes will be no fied to you and you must comply with them. Example of some of our Policies, Procedures and Processes are: ● Dock, Sign In, Danger Tag and Emergency Procedures ● Hazard and Incident/Injury Repor ng ● Smoke Free, Alcohol and Drug Free Workplace Policies The use of Store/Site Mechanical Handling Equipment or dock levellers in our Store/Sites is NOT permi ed. It is the Vendor’s responsibility to stay up to date with Woolworths Group Policies and Procedures; these can be obtained via the Woolworths Group website. Any ques ons rela ng to any of this informa on can be directed to the Na onal SHE Manager Supermarkets. 3 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 3/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS| Buying and Marketing Australia Woolworths Supermarkets has a centralised Buying and Grocery Industry Code Of Conduct Marke ng department located at Norwest Business Park, Woolworths Group is a signatory to and is Bella Vista, New South Wales, Australia. Local Produce bound by the Grocery Code. The Grocery Code teams report through to this Na onal department, and applies to the supply of “groceries” (as defined also operate in each capital city in Australia. in the Grocery Code) by Woolworths’ vendors to Australian A Procurement team also exists in Hong Kong, which Supermarkets and reports through and procures products for the Small Stores. A copy of the Grocery Code Australian Buying and Marke ng opera on. is available at the link below. The Supermarket Buying and Marke ng Opera ons team manages the product ranges carried in all Woolworths Grocery Industry Code of Conduct Supermarkets to ensure the offer to the consumer is a vibrant mix of new and exis ng products that meet iden fied customer needs with the widest appeal. In addi on to permanent range items, Woolworths Supermarkets welcome proposals for one-off buys from manufacturers who wish to a supply a product under one of Woolworths’ Private Labels. Group Procurement Woolworths Group has a centralised procurement func on responsible for sourcing “not for resale” goods and services. The Procurement team is located in our na onal Support Office , Norwest Business Park, Bella Vista. The Progressive Enterprise Merchandise Team manages products and service available in their CONTACT DETAILS supermarkets (Woolworths, Countdown, Our street address: Foodtown, Fresh Choice and Supervalue) in New 1 Woolworths Way, Bella Vista NSW 2153 Zealand. Our postal address: PO Box 8000, Baulkham Hills NSW 2153 This merchandise team drives the sourcing selec on, design and delivery to ensure product and services meet iden fied customer needs. gpsupplierqueries@woolworths.com.au CONTACT DETAILS Our street address: 80 Favona Rd Mangere, Auckland Our postal address: Woolworths New Zealand Limited Private Bag 93306 Australian Phone Numbers Otahuhu Auckland NZ Phone Numbers 4 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 4/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs Country of Origin Labelling Standard 2016 AUSTRALIA As you should be aware, on the 1st of July 2016 the Australian Government enacted changes to the country of origin labelling on products. Woolworths requires all Suppliers of Vendor Branded goods supplied to Woolworths are compliant with the new standard in accordance with exis ng obliga ons under clause 7.2(a) the Woolworths Vendor Trading Terms. Woolworths requires this informa on for Branded Food Ar cles only, - Not Woolworths Branded products. Should you have any ques ons, or your company requires further assistance, please contact Woolworths via the details below. Email: coolsuppliers@woolworths.com.au Phone: 0439 515 034 Fresh Food Quality & Safety AUSTRALIA At Woolworths, we are commi ed to working closely with our suppliers, to provide our customers with a fantas c range of products they can trust to be safe and have consistent quality for them and their family . Based on feedback we have received from our suppliers, we have developed the Supplier Excellence Program which is aimed at reducing audi ng complexity associated with supplying Own Brand and Fresh Food products to Woolworths. The Supplier Excellence Program replaces the WQA program, which is a compliance requirement for suppliers under Woolworths’ Vendor Trading Terms( see clause 3, of Part B, General Terms). Woolworths Wowlink | Supplier Excellence Program 5 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 5/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS| Withdrawals & Recalls Woolworths has an obliga on to ensure the goods it sells are of Acceptable Quality* fit for any usual or customary purpose and fit for sale by us to the public, including compliance with all applicable standards and regula ons. Suppliers to Woolworths are obligated to supply product that are fit for sale and are of Acceptable Quality*. When products are found not to be fit for sale a withdrawal or recall may need to be executed. Suppliers are required to call the relevant buying team as soon as they become aware of a poten al safety, quality concern or compliance issue with a product that may result in a recall or withdrawal. If their buying contact is not available, or if their call is not returned within the first hour, suppliers are required to make contact with the Recall Coordinator without delay. For any Woolworths branded product issues the relevant Quality Specialist must also be contacted. Woolworths expecta on is that the required informa on for a recall or withdrawal is submi ed electronically through Wowlink or GS1 Product Recall in a mely manner, typically one hour from no fica on of the issue. Ensure that the relevant people are setup correctly and that single point sensi vity is avoided. Woolworths is en tled to recover some of the costs associated with execu ng a recall or withdrawal including but not limited to an administra on charge and cost of stock. See the Product Recall and Withdrawal page on Wowlink for addi onal details. Woolworths Wowlink | Product Recall and Withdrawal *Acceptable Quality has the meaning given to the term ‘acceptable quality’ in Schedule 2 of the Competition and Consumer Act 2010 6 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 6/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs Invoicing & Payments Vendors will be given reasonable advance no ce in wri ng of any upcoming range review which AUSTRALIA may affect them and which is scheduled in the Category Development Schedule. Vendors will also be given reasonable advance no ce in wri ng of The na onal Transac on Processing Centre (TPC) is any purpose of or criteria that will govern ranging responsible for processing Trade Partner invoices and decisions, to the extent not set out in the Category is the first point of reference for invoice payment Development Schedule. queries. Pricing queries must be directed to your relevant Category Manager at the Norwest office. Tax compliant original invoices must be delivered with the goods or service. Category Development It is each Vendors’ responsibility to reconcile its Schedule accounts. Trade Partners are requested to have remi ances reconciled within 60 days of receipt to ensure quick resolu on of queries. Any queries arising from the reconcilia on of the remi ance advice should be directed to TPC promptly to ensure quick resolu on. Invoicing & Any ques ons rela ng to payments should be directed to the TPC Query Desk Payments phone (03) 6245 6600 Where possible, use email: NEW ZEALAND Email: tpc@woolworths.com.au The Na onal Transac on Processing Centre (TPC), is responsible for processing Trade Partner Accounts invoices, and is the first point of reference for Invoice payment queries. Pricing Queries must be directed to NZ Merchandise Disputes merchandise.disputes@progressive.co.nz Business Category Reviews Tax Compliant original invoices must be sent to Woolworths New Zealand Ltd AUSTRALIA Private Bag 93306 Otahuhu 1640 Auckland NZ A n. Transac on Processing Centre Business teams endeavour to review their Progressive considers it is the Vendor’s category once or twice each year to assess responsibility to reconcile their accounts. Trade planograms and new product submissions, and to Partners are requested to have remi ances delete non-performing products. reconciled within 60 days of receipt to ensure New product submissions made during a quick resolu on of queries. Any queries arising scheduled category review can be processed from the reconcilia on of the remi ance advice more quickly but this is not a strict requirement. should be direct to TPC promptly. Any ques ons New lines will be considered rela ng to payments, should be directed to: outside of review mes in excep onal TPC Query Desk. tpc@woolworths.com.au (03) circumstances. The Category Development 6245 6600 Schedule (which you can link to below) sets out for the Australian Food Stores: ● the dates of upcoming range reviews that may affect NEW ZEALAND ● Vendors; Category Development Schedule ● the purpose of the range reviews; and ● the key criteria that will govern the ranging Contact your Category Manager directly for decisions, for purposes of clause 26(3) of the review dates and further informa on. Grocery Code. 7 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 7/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs MERCHANDISING GUIDELINES| Australian Food Stores only The following guidelines comprise Woolworths’ product ranging and shelf space alloca on principles for purposes of clause 26 of the Grocery Code. - The planogram should display a flow of Good/ Be er/ Best aligned to Customer Decision Tree, ver cally driven by segments/nodes.Le to Right flow. - Adherence to On Shelf Availability policies (Case + MPL, DOS, SFP) - Apply Own Brand Merchandising Rules (see below). - Display Products in segments and sub-segments so all like products are displayed together. - Use the customer decision tree or other research to determine the ‘correct’ segment. Own Brand Merchandising Rules Full Bay Example Homebrand Select Macro Jamie Oliver Gold Adjacencies LHS of branded LHS of the LHS of the health Posi on to the LHS Posi on to the le of equivalent. comparable brand equivalent in of WW select. the premium branded the health food branded equivalent. equivalent. sec on. Shelf Height Lower shelves, Middle shelves, in Middle shelves, Middle shelves, Higher shelves, in the posi oned in the the ‘be er’ flow. posi oned in the posi oned in the ‘best’ flow. ‘good’ flo ‘be er’ flow. ‘be er’ flow. If there is spare capacity in a bay a er at least Case +MPL+DOS & SFP has been allocated to each branded product in that bay, own brands may be given addi onal facings in that bay. Case + MPL “All items to meet Case + MPL in all stores. Target is to achieve zero issues in all stores.” - Minimum Presenta on Level (MPL) which is set at 25% of shelf capacity measured in units. - Case + MPL= The Minimum Presenta on Level plus an Order Mul ple (Case pack) measured in units. OM (Order Multiple) Size “Ensure the OM or SFP is in relation to rate of sale. This ensures most efficient use of space.” in Relation to Sales - The size of the OM should be in line with expected rate of sale. Refer to “like” lines to gauge appropriate OM size. OM Size will have direct impact on Case + MPL rule. Days of Supply (DOS) “All articles in all stores to meet category minimum DOS rules.” - Calculated by: (SUM: Capacity)*5.5/(SUM: Movement, adjusted). A minimum of 3 DOS must be achieved. [NDC products require 5+ DOS.] 50 DOS maximum. Specified categories or items may contain DOS excep ons. Shelf Friendly Packaging “All articles are to be merchandised in the SFP provided” - 2 SFP’s side by side allow for best fill efficiencies. A minimum of 2 SFP’s per item must be on show, 2 SFP’s must fit on shelves with no hangover, some categories may contain SFP excep ons. For safety, heavy SFPs are not displayed above shoulder height. - There are to be no single facings that are hand filled next to the SFP - All facings must be allocated in SFP increments - This guideline con nues into our smallest stores (excluding the ‘small store fleet’) New & Deleted Articles “Minimum of 90% of new lines must be in DC prior to release of POG.” SOH Ruling - No planograms will be issued unless 90% of new ar cles have Stock on hand in the DC. - No planograms will be issued un l ALL deleted ar cles have zero Stock on Hand in all ranged DC’s. “One in, one out ”, is the general rule across the business. Excep ons must be jus fied. Small Items - Small items are not displayed at the beginning or the end of a bay. Posts may hide smaller items. - Smaller items should be merchandised on higher shelves (following CUP and GBB principles). - We should not have 3 facings high or layovers that could make the layout unsafe. No Layovers “No Layovers or lay downs on cans, jars, any glass article or on the top shelf.” Poisons & Dangerous - Dangerous Goods are merchandised as per Dangerous Good Compa bility Chart. Goods - Poisonous Items can only be merchandised below 1.2M if fi ed with child safety cap or child resistant packaging. State & Federal State or Federal regula ons in your category must be adhered to or penal es may be imposed. Regulations Examples: 1Lt Listerine in NT stores. Honey to WA unless grown and bo led in WA. Rice for sale in Riverina stores unless grown in that region. Black out merchandising for Cigare es. Heavy Items Heavy items should be merchandised below 130 cm to meet OH&S guidelines and safety guidelines. Brand Blocking Only considered where there is a clear case the customer is brand loyal and the C D T supports this. Clustering One size does not fit all. Tailor range to specific customer trends & behaviours Store Specific POGs Determine which stores/areas require Store Specific POG’s. If Store Specific data is not used in stores that trade significantly higher on specific items sales loss and OSA issues may occur. Brackets All POG’s are created with brackets in mind and the impact to Case & MPL/DOS. 8 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 8/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS| Promotions Promotions NEW ZEALAND AUSTRALIA Buying and Marke ng provide 52 weeks of promo onal New Zealand Buying provides 26 week blocks of ac vi es. promo onal ac vi es. These promo ons are supported by a range of marke ng These promo ons are supported by colour brochures materials, including le erbox-dropped colour brochures, TV, delivered NZ-wide. There is also a heavy presence of TV, radio, online and print adver sing. radio and press adver sement. The promo ons are planned systema cally and well in Countdown ac vely encourage joint promo ons with advance to avoid clashes between compe ng brands. trading partners through ini a ves such as advertorial Shared Services Buying and Marke ng ac vely encourages opportuni es in Indulge & Foodtown magazine, instore joint promo ons with trading partners through ini a ves media, Onecard promo ons, TV adver sing, direct such as advertorial opportuni es in Woolworths Fresh marke ng and demonstra on campaigns. magazine, Floormedia and instore samplings. Contact the relevant Category Manager to explore Contact the Assistant Category Manager in your category to opportuni es for your products. explore promo onal opportuni es. Supermarket Buying Contacts National Product Catalogue (NPC) AUSTRALIA & NEW ZEALAND eBusiness NPC is Woolworths’ preferred method of receiving product AUSTRALIA & NEW ZEALAND and price informa on. NPC is a web-based product catalogue and is the GS1 Australia and GS1 New Zealand industry solu on for data synchronisa on. It is used to enter, validate, store and maintain product and price data in It is Woolworths’ preferred method of business to trade a central repository (data pool) to easily share this data with electronically with its Trade Partners in order that we are Trade Partners worldwide. Woolworths will progressively able to gain mutual supply chain efficiencies. onboard Trade Partners onto the NPC. Once live with GS1 Trade Partners will be sharing data with us electronically. Woolworths has two electronic solu ons which can be This will result in products and prices being submi ed to tailored to fit any businesses – from fully integrated systems Woolworths using the NPC as a replacement for the (EDI) to a free web-based solu on (webforms). Woolworths Ar cle Form (WAF) and Woolworths Price Form (WPF). For more informa on on Woolworths Data New Trade Partners to Woolworths will be provided a Requirements and NPC, contact GS1 Australia or GS1 New webforms account to receive purchase orders and send Zealand. invoices. For more informa on on trading electronically with us via EDI or webforms please contact our eBusiness team. CONTACT DETAILS eBusiness Team – Phone Australia 02 8885 3100 Phone New Zealand 09 3098 696 Email: ebusiness@woolworths.com.au eBusiness 9 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 9/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs Product Data & Content (including Images) AUSTRALIA & NEW ZEALAND Product Data and Images - Why we need them To sell your product throughout our retail network, and on-line, Woolworths needs to know a lot of informa on. We need to know about the product itself including its composi on. We need to know how it is packed, how it is shipped, how to store it, how many we can fit on a shelf. We need to know the price and any other informa on our customers demand. We also need digital images of the product to plan our shelf space in store and make it appeal to customers on-line. National Product Catalogue Colla ng that informa on used to be a laborious and very manual process. Today the Na onal Product Catalogue, or NPC, is Woolworths’ preferred method for receiving item and price informa on. Using the NPC makes the en re process much simpler. The NPC is operated by GS1 Australia and GS1 New Zealand, the not-for- profit organisa ons who administer barcodes globally. Find out more about the National Product Catalogue CONTACT DETAILS GS1 New Zealand Woolworths NPC Onboarding Team GS1 Australia Phone (0800) 10 23 56 Phone 02 8885 1838 Phone 1300 BARCODE Email: npc@gs1nz.org Email: npc@woolworths.com.au Email: npc@gs1au.org 10 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 10/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs Product Images Quality digital images are a key part of selling your product, online or in catalogues. They need to look appealing. Woolworths policy is to accept supply of product images from providers who can provide high quality digital images for use in our business, ensuring every product can be sold online, and at self service checkouts, as well as mee ng marke ng and digital specifica ons. Please ensure your planning for new line proposals allows for the provision of images if the line is accepted. Woolworths currently consumes images from the following providers: ❖ D Library ❖ GS1 Smart Media ❖ SKUvantage ❖ Wellcom Note: There are separate databases constructed and maintained in different opera ng units. It is intended that a common library be established in due course, except where the ability to accommodate unique needs of some business units isn’t met. CONTACT DETAILS DLibrary h p://www.dlibrary.com.au/ GS1 Australia SKUvantage Phone 1300 227 263 Phone (02) 8484 0345 h ps://www.gs1au.org/ h ps://www.skuvantage.com.au/wwimages Photography Services Wellcom http://www.wellcomworldwide.com/ 11 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 11/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS| Logistics Logistics AUSTRALIA NEW ZEALAND Woolworths Ltd supply chain is made up of two Na onal Distribu on Centres (NDCs) for slower moving merchandise and nine Regional Distribu on Centres (RDCs) for fast In July 2011, the supply chain for Woolworth New Zealand Ltd will consist of a Na onal Distribu on Centre based in moving products. Na onal Distribu on Centres distribute to all stores Auckland, for slow moving merchandise and separate na onally. The Sydney NDC (Yennora) and the Melbourne Ambient/Temperature Controlled and Produce Regional NDC (Mulgrave) are the two Na onal Distribu on Centres. Distribu on Centres based in Auckland, Christchurch and These range slower moving ambient products from the Palmerston North/Wellington. This network distributes to Grocery and General Merchandise ranges. all of the NZ Stores both corporate and franchised. More informa on can be found on our website Regional Distribu on Centres service Supermarkets with fast moving lines. They are composite facili es, providing fast moving Grocery, General Merchandise, Frozen and all Chilled Progressive NZ and Fresh products to stores. Find the Vendor informa on packs for each Distribu on Centre on the link below: We are currently transi oning to this new structure and our site will be updated with the new informa on as it becomes available. RETAIL LOGISTICS SUPPLY CHAIN CODE OF CONDUCT Woolworths is an inaugural signatory to The Retail Logis cs Code of Conduct (Logis cs Code). The Australian Logis cs Council (ALC) was the facilitator of the dra ing process and will administer the Logis cs Code. Woolworths encourages its Vendors, manufacturers and carriers to become signatories to the Logis cs Code. All future contracts will require compliance with the Logis cs Code. CONTACT Australian Logis cs Council Phone 1300 785 236 Find more informa on and applica on forms on: Supply Chain 12 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 12/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs National National Distribution Distribution Centre Freight Centre Freight Cost Recovery Cost Recovery (Ambient Products) (Ambient Products) AUSTRALIA NEW ZEALAND Within the Woolworths Supply Chain network there are two types of Distribu on Centres (DCs) at which supplier products Woolworths New Zealand Limited operates 2 types of ambient are ranged before being picked to go to stores for selling. A Distribu on Centres: Regional DC , or RDC, is where fast moving product is held closer A Na onal Distribu on Centre (NDC) in Auckland for slower moving to stores in each state and suppliers are responsible for the lines and Regional Distribu on Centres (RDCs) for faster moving lines. freight to each RDC. A Na onal DC, or NDC, for holding slower The Auckland Distribu on Centres support the lower North Island and products centrally, which supports a wider overall range for the South Island with the slower moving lines based on these regions Woolworths stores and provides greater access for supplier individual RDC capacity. products to the na onal retail market. If your product is designated ini ally or becomes slow moving product requiring distribu on from Progressive Auckland Distribu on The cost of transport between central NDCs and stores is Centres (Wiri NDC or the Mangere RDC) to the Lower North Island incurred by Woolworths, however there is a recovery of this cost (LNI) or the South Island (SI) you will be required to pay a freight cost through a rebate from vendors for the freight incurred. This recovery (FCR) rebate. means the cost of goods to Woolworths is inclusive of the You must contact the Freight Cost recovery team for full details prior freight cost through the network whether goods are ranged in to product ranging to understand fully the freight cost recovery RDCs or NDCs. If your product is ranged to an NDC you can process. contact the Freight Cost Recovery team for more details: CONTACT DETAILS CONTACT DETAILS Phone 09 2552 138 Phone (02) 8885 2982 Email freightcostrecovery@progressive.co.nz Email ndcfreightcostrecovery@woolworths.com.au Primary Freight Primary Freight AUSTRALIA NEW ZEALAND In Primary Freight, we develop op mised network solu ons to Primary Freight is the management of freight transporta on from our move goods in the safest, freshest way possible, providing our Vendor facili es to our Distribu on Centre’s (DC’s). suppliers with an outstanding, simplified service model and on This is managed by our Transport Management System (TMS). There me delivery. We align with our commercial and replenishment are many benefits for Primary Freight which include: teams to review product requirements, DC networks and order ● Integrated management of replenishment. mul ples in order to minimise product movements and ● Dedicated Customer Service team. maximise transport efficiencies. We operate a flexible and agile ● Dedicated Opera ons team. network, always pu ng the customer first. Addi onal benefits ● Simplified financial processing. include: ● Reduced trucks at both Vendors and NZ DCs which reduces ● Cost efficient model through backhaul u lisa on and the CO2 emissions associated with NZ Inbound. load capacity op misa on ● Less hassle for Vendors organising transport into our DCs. ● ‘One stop shop’-na onal and regional network, Once the goods are picked up they can focus on producing including Temperature controlled and Ambient, rail more, not worrying about deliveries. and road ● Op mised order consolida on measured only by stock ● Integrated planning-once your load is collected, we availability not delivery on me. manage in bound service ● Temperature Controlled and Ambient transport solu ons ● Regular service review mee ngs and repor ng- available na onwide. including replenishment colleagues ● Interna onal Primary Freight available- we can offer ● Guaranteed Account Manager and Customer compe ve interna onal freight op ons as well. Service-simple communica on ● State of the art TMS’ Transport Management CONTACT DETAILS System’-manage load planning Email: primaryfreightplanner@countdown.co.nz ● All transport Carriers undergo rigorous chain of responsibility audits-safety first ● Integrated Interna onal PF and Interna onal freight op ons-E2E supply chain VENDORS PLEASE CONTACT Email:primaryfreight@woolworths.com.au 13 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 13/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR NEW VENDORS|WOWLINK Wowlink New Vendors are vendors who have products that have been accepted for supply by a Category Manager. The Vendor Guide shows how to plan to supply Woolworths and how to contact the appropriate Buyer. Wowlink shows the range of services available to new vendors. However, registration for Wowlink is only possible after acceptance as a new vendor. Wowlink offers a suite of online services designed to help in the planning, execu on and analysis process of many aspects of your Woolworths business so you can maximise performance and make informed business decisions. Wowlink is an ongoing commitment by Woolworths to further develop collabora on and communica on with our Trade Partners so that we can together: • be er service our mutual customers and • perform as efficiently as possible Wowlink offers registered users an array of intelligent products and services that provide valuable informa on about your unique business with Woolworths. Below is a list of our current services. • Chain of Responsibility Repor ng • Transport Management System • Product Withdrawal and Recall Management System • Vendor Replenishment Planner Repor ng • In-store Demonstra on Management System • Indent Repor ng • Scorecard Repor ng • Replenishment Repor ng • Produce Repor ng To register as a Trade Partner simply log onto www.Wowlink.com.au and click on ‘register’ at the top right hand side of the home page Note: Registration for Wowlink is only possible after acceptance as a new vendor You will need to provide: • Your company details, including trading name • Your company’s Australian Business Number (ABN) • Your Woolworths Supplier Numbers (PVN or SAP) WOWLINK 14 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 14/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS|Woolworths Online Woolworths Online Product Information Are all products available online? If your product is sold in Woolworths (in one of our online stores), then it can be sold on Woolworths Online. Products are available based on the ranging at the store where the order will be picked. Customers sign in and add their delivery postcode or select their nearest ‘Pick Up’ loca on to see the range that is available to them from their store. If a customer has not logged in, we pick up their IP address and show them the range available for their state’s default store. Does our product go onto the site automatically? Not at this stage. All products are ac vated manually by our Product Data Team in order for them to appear on the site. If you know that you have new products launching or have updated your product (ie. packaging, features) it would be best to update your images and content via the portal (located in Wowlink). Alterna vely get in contact directly with the Product Data Team to provide the relevant informa on at least 4 weeks before launch. Do all specials appear online automatically? If your product is on special it is online. Can we do exclusive online promotions? Yes, exclusive online promo ons on par cular products can be executed however this needs to be signed off with the Category teams before it is sent to and ac oned by the Wow Online Merch Team. Woolworths Online fulfils the need of customers that are looking for convenience. We have a network of Woolworths Online stores plus a new dedicated DOS facility in Sydney, to meet the growing demand. The 2 DOS (Our Dedicated Online Stores) are located in Mascot and Brookvale in Sydney, who are both fully opera ng stores that cater for online orders only. Pick Up Shopping Option more Customer Convenience Woolworths have rolled out to stores the op on for customers to place an order on line by 11am in the morning, and collect it the same day at a dedicated point in their store, giving customers even more shopping convenience to suit their day. Content It is the responsibility of the supplier to provide correct product informa on and update their products and images to the Woolworths Product Data Team. To update your product details (product name, image & rich descrip on), please complete the Supplier Product Update spreadsheet. PRODUCT DATA TEAM CONTACT: Email: productdata@woolworths.com.au 15 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 15/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS| eBusiness Getting B2B Connected Woolworths’ preferred means of exchange transac onal business documents (Purchase Orders, Invoices etc) is electronic. This is either by way of EDI (Electronic Data Interchange) or Webforms (a free of cost web browser based solu on). Webforms EDI Cost Free of Cost Please contact an EDI integra on service provider or WOW accredited VAN for a quote Implementation 2-3 weeks 4-10 weeks depending on vendor’s readiness Time Frame PO Volume Suitable for Low/Medium volume PO transac ons Suitable for Medium/High volume PO transac ons (20 PO’s or less per week) (more than 20 PO’s per week) User Interface Web Browser Integrated with vendor’s back end system Customisation Standard for all vendors Can be customised to suit vendors own business requirements Testing Tes ng is not required EDI accredita on tes ng must be passed Usability Easy to use by following Webforms Quick Dependent on vendor’s system Reference Guide Support Supported by Woolworths eBusiness team Supported by vendor’s VAN/so ware provider/internal IT team Automation Vendors resources need to manage PO’s and Can be fully automated and integrated with your generate Invoices in webforms back end system EDI The Woolworths EDI (Electronic Data Interchange) Gateway enables the exchange (2-way) of transac onal business documents between Woolworths and Trade Partners. Woolworths EDI is facilitated by Third Party Value Added Network Providers (VANs). In order to transact EDI with Woolworths, you will be required to form a rela onship with one of our Accredited Value Added Network Partners. Woolworths Message Implementa on Guides (MIGs), a list of our Value Added Network Partners, a guide to Ge ng Ready for EDI with Woolworths and how to register for EDI is available at: EDI Webforms Webforms is a web-based applica on which has been introduced FREE of CHARGE for Woolworths Trade Partners. Webforms provides Trade Partners with an opportunity to trade electronically and enjoy similar benefits to those currently engaged in EDI with Woolworths. Note: New Trade Partners to Woolworths will be provided a webforms account to receive purchase orders and send invoices. Webforms 16 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 16/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs INFORMATION FOR VENDORS|Trading Terms Applicable to all business units other than Australian Supermarkets and Small Stores AUSTRALIA & NEW ZEALAND The Na onal Vendor Trading Terms document is the legally binding agreement between the par es on how we will do business together. It is a condi on of supply to Woolworths that the Na onal Vendor Trading Terms are mutually agreed and signed. The general condi ons agreed in the Na onal Vendor Trading Terms cover ma ers such as trading terms, warran es, indemni es and guarantees. In addi on to the Na onal Vendor Trading Terms, Woolworths requires Vendors to agree to terms governing such ma ers as Primary Freight, Logis cs and so on. These terms are provided as supplementary terms or in separate agreements where applicable, but are subservient to, and dependent on, agreement and sign-off of the Na onal Vendor Trading Terms. These terms apply to both Australia and New Zealand and are managed by the Trade Rela ons department at the Norwest office. The Na onal Vendor Trading Terms and any other applicable terms included in this Vendor Guide are current at the me of first publica on. Woolworths may update or amend the Na onal Vendor Trading Terms and other applicable terms from me to me and the version you are required to sign may differ from the version contained in this Guide. Trading Terms for Procurement Vendors Trading Terms Le er, the Le er will cover – discounts, delivery terms, rebates and similar ma ers concerning your supply of Goods to us. 17 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 17/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR TRADING TERMS| Part B - General Terms In these Terms “we,” “us” or “our” means the Purchaser, and “you” means the Vendor. All capitalised terms have the meaning given to them in the “Defini ons” sec on of these Terms. 1. PURCHASE AND DELIVERY a) You must supply and deliver the Goods in accordance with the me, loca on, volume and other requirements set out in these Terms, the relevant Purchase Order and the Relevant Trading Guide. We are under no obliga on to issue a Purchase Order or any number of Purchase Orders to you over a par cular period. b) Goods delivered in respect of separate Purchase Orders must be delivered in separate cartons. c) You must not make subs tu ons in respect of the colours, sizes, fabrics, trims or other details of the Goods specified in the Purchase Order without our prior wri en approval. d) Delivery will be deemed to have taken place:- In Australia: once a Goods Receiving Note has been signed by our authorised officer at the point of receipt into our premises and provided to you or as otherwise agreed in wri ng between the par es; In New Zealand: at the point of acknowledgement of receipt into our premises or as otherwise agreed in wri ng between the par es. a) In no circumstances will we pay a separate charge, fee or levy of any kind for freight or delivery of the Goods to us. You must keep records in rela on to any Purchase Orders and the delivery of the Goods for at least 12 months from the date of delivery of the Goods. b) Upon request, you must provide us with independent test reports of all Goods that are subject to any statutory standard including (without limita on) electrical safety standards and Good Safety Standards (Children’s Toys) Regula ons. We may ask you to supply reasonable evidence of your compliance with this paragraph at any me during and for a period of 2 years a er the date of delivery of the Goods. c) We may cancel or vary any Purchase Order within 3 business days of issuing the Purchase Order provided that you have not fulfilled or commenced the process of fulfilling the Purchase Order at the me you receive our no ce of cancella on or varia on. 2. PURCHASE PRICE AND FEES 2.1 Price The price of the Goods is set out in the Purchase Order. You acknowledge that the agreed cost of Goods reduc ons or other price reduc ons such as business volume rebates (Rebates) which are set out in the Commercial Terms will be: a) Deducted off the invoice price of the Goods by you; or b) Deducted from the payment for the Goods by remi ance. 2.2 Invoicing An invoice se ng out all details regarding pricing, the purchase order number and the vendor number, must: In Australia: Accompany the relevant Goods when they are delivered in accordance with clause 1. In New Zealand: Be sent direct to the Purchaser’s New Zealand support office to coincide with the delivery of the Goods and must not accompany the relevant Goods when they are delivered in accordance with clause 1. 2.3 Payment Subject to clause 2.4 we will pay all rendered invoices on the se lement terms set out in the Commercial Terms. 2.4 Disputed invoices If at any me we either: a) Dispute the amount of an invoice; or b) Advise you that the Goods to which a disputed amount relates do not meet the standards prescribed by these General Terms (“disputed amount”), SIGNATURE OF AUTHORISED REPRESENTATIVE OF SIGNATURE OF AUTHORISED REPRESENTATIVE OF SUPPLIER: SUPPLIER: Print Name: Date: Print Name: Date: 18 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 18/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR TRADING TERMS| Part B - General Terms We do not have to pay the disputed amount un l the dispute is resolved but we will pay any undisputed amounts. If the disputed amount has already been paid by us, we can deduct such disputed amount from any moneys due to you. You may not, wholly or par ally, suspend, cancel or withdraw the provision of the Goods or terminate these Terms, if an invoice is disputed. 3. WQA If WQA cer fica on is required and you are not WQA cer fied at the Commencement Date, you must, at your own expense, obtain WQA cer fica on within three months of the Commencement Date. The process for determining applicability of WQA and obtaining WQA Cer fica on is set out at www.wowlink.com.au 4. REJECTED GOODS a) If, at any me, whether a er delivery of or payment for the Goods and notwithstanding our acceptance of the Goods, we find that the Goods do not meet the standards and the requirements set out in these Terms, the Relevant Trading Guide or the relevant Purchase Order, or, if the Goods have use by dates which we consider in our absolute discre on to be insufficient for distribu on and resale by us in the normal course of business, we may no fy you that we have rejected the Goods (Rejected Goods) and will be en tled, at our op on, to do any or all of the following: i. Return the Rejected Goods to you at your own cost; ii. Require you to replace or repair the Rejected Goods immediately at your own cost; iii. Not pay for the Rejected Goods; iv. Require you to refund any payments we have made to you for the Rejected Goods; v. Require you to pay to us our reasonable costs incurred in obtaining the Goods from someone else; and vi. Require you to pay to us our reasonable costs incurred in examining and storing the Rejected Goods. 5. WARRANTIES AND INDEMNITY 5.1 General warranties You warrant that: a) You have the power and authority to enter into these Terms; b) If you enter into these Terms as an agent for another party, you are authorised to act for your principal in the manner contemplated by these Terms and your authority has not been withdrawn or revoked; c) You have all the permits, licences, cer ficates and accredita on necessary to deliver and supply the Goods in accordance with these Terms; d) In entering into and performing your obliga ons you are not, and will not be, in breach of any Relevant Law or any obliga on owed to another person; and e) There is no current, pending or threatened li ga on, arbitra on, inves ga on, inquiry or proceeding in which you are involved that will or may have an adverse affect on: i. Your business affairs; ii. Our reputa on; or iii. The performance of any of your obliga ons under these Terms, including the provision of the applicable Goods to us. 5.2 Warranties in respect of Goods On each occasion that you fulfil or purport to fulfil a Purchase Order, you warrant to us that: a) The Goods are manufactured, grown, extracted, produced, packaged, labelled, presented, supplied and described in compliance with all Relevant Laws, the Relevant Trading Guides, the WQAs and the relevant Purchase Order or Memorandum of Commitment; b) The Goods are of a par cular standard, quality, value, grade, composi on, style, specifica on or model that you have previously represented by sample or conduct and we have previously accepted (Approved Sample); c) The Goods are of Acceptable Quality, fit for any usual or customary purpose and fit for sale by us to the public; d) The Goods are of good material and workmanship, and free from any defect or fault of any kind whatsoever, including in the case of so ware and Goods containing so ware, malware, viruses, worms and other destruc ve codes; SIGNATURE OF AUTHORISED REPRESENTATIVE OF SIGNATURE OF AUTHORISED REPRESENTATIVE OF SUPPLIER: SUPPLIER: Print Name: Date: Print Name: Date: 19 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 19/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR TRADING TERMS| Part B - General Terms e) the Goods are safe, and are properly and safely packed and labelled so that they can be delivered to our stores, distribu on centres or warehouses in good and merchantable condi on; f) We are purchasing the Goods from you at the agreed price; g) The Goods, the artwork, get up or design of the Goods and the supply of the Goods to us does not and will not infringe any third party’s or our Intellectual Property Rights or any Relevant Law; h) The Goods may be sold under the name or descrip on they bear without contravening any Relevant Law; i) All representa ons that you make in rela on to the Goods, whether to us or to any other person and including representa ons in adver sing, promo on, on packaging and otherwise, are accurate; j) You have the tle and the right to sell the Goods to us, free of all encumbrances, and we will enjoy quiet possession to the Goods; and k) You will ensure at all mes that facili es for the repair of the applicable Goods and the supply of parts for the applicable Goods are available for a reasonable period a er delivery. 5.3 Indemnity a) Nothing in these Terms operates to limit or exclude: i. Liability that cannot by law be limited or excluded; ii. Your liability in respect of the indemni es in clauses 5.3(b) or 5.3(c); and iii. Your liability resul ng from your wilful act or omission. b) You indemnify us upon demand against all loss, damage, costs (including legal costs on a solicitor and own client basis) or liability whatsoever suffered or incurred by us, arising out of or in connec on with: i. Any breach by you of these Terms; ii. In Australia:a classifica on of the Goods as either taxable or GST free by the ATO which is different to your classifica on of the Goods under clause 7.1(d); iii. In New Zealand: a failure of any Goods, when sold by the Purchaser, to comply with any warranty or guarantee applicable to the Goods under any Relevant Law; iv. Any death or injury to a person, and any loss or damage to our real or personal property or that of a third party, caused by your act or omission; and v. Any infringement of our or any third party’s Intellectual Property Rights and any breach of clause 14 (Confidentiality and Privacy) or clause 15 (Intellectual Property) by you. c) If a Goods withdrawal or recall occurs (where the Goods are withdrawn from show, recalled voluntarily or as a result of any governmental direc on), you indemnify us on demand for all loss, damage, costs or liability incurred by us as a result of the Goods withdrawal or recall, including: i. The cost to us of acquiring and holding (including storage and freight) the Goods; ii. The costs and losses of any withdrawal from sale (including loss of profits) and the return of the Goods to you or destruc on of the Goods; and iii. Legal costs on a solicitor and own client basis. d) Each amount payable by you to us under the indemnity in clause 5.3(c) is a debt due and payable to us on our demand. You agree to pay or credit the amount to us, at our op on, immediately a er issue of the demand by us. e) You waive any claim that you may have in rela on to any decision by us to undertake a Goods recall or withdrawal. f) Any amount claimed by us pursuant to the indemnity under clauses 5.3(b) or 5.3(c) will be propor onately reduced to the extent that any loss suffered by us can be established to have been caused by our own negligence. 6. INSURANCE You must have and maintain a public liability/Goods liability policy for personal injury or property damage caused by the Goods in either Australia or New Zealand (as the case may require) in an amount of no less than $10,000,000 (in the currency of Australia or New Zealand as the case may require) for any one claim (unless we advise you of another amount). The policy must be held with a reputable Australian or New Zealand insurer (as the case may require) and you must show evidence of the policy (e.g. a cer ficate of currency) upon our request. SIGNATURE OF AUTHORISED REPRESENTATIVE OF SIGNATURE OF AUTHORISED REPRESENTATIVE OF SUPPLIER: SUPPLIER: Print Name: Date: Print Name: Date: 20 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 20/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR TRADING TERMS| Part B - General Terms 7 GST 7.1 GST (in Australia) Unless otherwise stated in this clause, terms used in this clause have the same meaning given to them in the GST Law: a) Each price stated in the Purchase Order and/or a Tax Invoice will be inclusive of any GST. b) You will provide us with a Tax Invoice by the end of the calendar month in which the Goods are supplied or, in the case of an adjustment note, in a mely manner. c) In addi on to the Rebates, you will pay to us any GST, for which we become liable, in respect of these Rebates. d) You will inform us whether or not the Goods are to be treated as GST free. You are aware that we will rely on your informa on regarding classifica on of the Goods as taxable or GST free. 7.2 GST (in New Zealand) Unless otherwise stated in this clause, terms used in this clause have the same meaning given to them in the GST Law: a) Each price stated in the Purchase Order and/or a Tax Invoice will be exclusive of any GST. b) You will provide us with a Tax Invoice by the end of the calendar month in which the Goods are supplied or, in the case of a debit note or credit note, in a mely manner. c) In addi on to the Rebates, you will pay to us any GST, for which we become liable, in respect of these Rebates. d) You will inform us whether or not the supply of Goods is zero rated for GST purposes. You are aware that we will rely on your informa on regarding classifica on of the Goods as zero rated for GST purposes. 8. TERMINATION 8.1 Our rights to terminate with cause We may immediately terminate these Terms or any Purchase Order for the Goods a er giving you no ce in wri ng if: a) You have breached or are in breach of any of the warran es that you gave us under clause 5; b) We have received, as determined in our reasonable discre on, an unacceptable number of complaints about the Goods; c) The Goods are not supplied in accordance with the delivery schedule as set out in the Purchase Order; d) The supply of the Goods by you is, in our reasonable opinion, irregular or unavailable for a period of not less than 5 weeks; e) We reasonably believe that the manufacturing, packaging, quality, or fitness of the Goods is not sa sfactory; f) Goods are recalled from sale by us either voluntarily or as a result of any governmental direc on; g) You have breached a provision in these Terms which breach results in a material impact on the opera on of these Terms or any Purchase Order; h) An Insolvency Event occurs in rela on to you; i) You sell or agree to sell your business; or j) If you are a body corporate and a Change of Control occurs, or occurs in respect of a party who Controls you. 8.2 Our rights to terminate without cause We may terminate these Terms or any Purchase Order for the Goods without cause, upon at least 1 (one) month’s wri en no ce to you. 8.3 Consequences of termination a) If we terminate these Terms under clause 8.1, we may: i. Refuse to accept any delivery and not pay for (or require a refund of any payment made for) any of the Goods under a Purchase Order that is not fulfilled or is in the process of being fulfilled at the me of termina on; ii. Return (at your cost) any of the Goods delivered by you and not pay for (or require a refund of any payment made for) those Goods; iii. Recover from you any money spent by us in purchasing goods to replace those not delivered due to the termina on of these Terms or the non-fulfillment of any Purchase Order; or SIGNATURE OF AUTHORISED REPRESENTATIVE OF SIGNATURE OF AUTHORISED REPRESENTATIVE OF SUPPLIER: SUPPLIER: Print Name: Date: Print Name: Date: 21 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 21/65
6/6/2019 1.03.19 Vendor Guide_MASTER - Google Docs VENDOR TRADING TERMS| Part B - General Terms iv. Without affec ng any addi onal rights we have under clause 4 in rela on to Rejected Goods, arrange for goods that are the same as or similar to the Goods supplied by you pursuant to these Terms to be supplied by another person. b) If we terminate these Terms under clause 8.2, we will pay all amounts that become due under an invoice for Goods delivered by you in accordance with these Terms under a Purchase Order that was issued prior to termina on of these Terms. 9. COMPLAINT PROCESS We may refer any complaint received regarding the Goods directly to you. You must ac on the complaint with a response to the customer or complainant within 24 hours and, on request, provide us with copies of relevant correspondence. You must immediately forward to us any report made pursuant to an inves ga on into the complaint by any Government body or any researcher or research organisa on with respect to the Goods. You must comply with any reasonable direc ons that we give to you in rela on to the complaint. 10. ASSIGNMENT 10.1 Prohibition You must not: a) Par ally or wholly assign, novate, encumber or otherwise deal with your rights under these Terms; or b) Make any representa ons or warran es to any prospec ve assignee, successor or buyer of your business to the effect that these Terms will con nue or we will con nue to purchase Goods from you if you sell or agree to sell your business. 11. SUB-CONTRACTING 11.1 Consent You must not sub-contract or otherwise arrange, wholly or par ally, for the Goods to be supplied, managed or represented by any other person (Subcontractor) without our prior wri en consent. 11.2 Supplier’s obligations Before engaging or entering into an agreement with a Subcontractor, in addi on to obtaining our consent under clause 11.1, you must ensure that: a) The Subcontractor is suitable to assist in supplying the Goods; b) The assistance that the Subcontractor will give in supplying the Goods will consistently meet the standards and obliga ons required under these Terms; and c) To the extent applicable, the material provisions of these Terms are incorporated into a binding agreement between you and the Subcontractor (Subcontract), so that the terms and condi ons of the Subcontract are substan ally the same as the terms and condi ons of these Terms. 11.3 No discharge Irrespec ve of entering into the Subcontract or the provisions in it you are not discharged from any obliga on or liability that you have to us under or arising from these Terms. 12. SERVICE LEVEL CREDIT REGIME The par es may agree in wri ng that a Service Level Credit Regime will apply to the Goods. 13. DEVELOPED GOODS The par es may agree in wri ng that any of the Goods are Developed Goods. If such an agreement is reached then you must supply any Developed Goods exclusively to us for the period set out in the wri en no ce. 14. CONFIDENTIALITY AND REPRESENTATIONS a) All terms and condi ons in respect of our business rela onship and any other informa on we provide to you is our confiden al informa on except where such informa on is in the public domain. You must treat as confiden al and not directly or indirectly make any disclosure to any third party or use the confiden al informa on in any way (other than those necessary for you to carry out the terms of this agreement) without our prior wri en consent. Upon request you must return to us any copies of our confiden al informa on in your possession in whatever medium to us or confirm in wri ng that they have been destroyed. SIGNATURE OF AUTHORISED REPRESENTATIVE OF SIGNATURE OF AUTHORISED REPRESENTATIVE OF SUPPLIER: SUPPLIER: Print Name: Date: Print Name: Date: 22 https://docs.google.com/document/d/1sjalfM9S9dKIHVtDtfkQdOFlJerVFl3y1X3KXfnnxI0/edit# 22/65
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