Common use of Import and Export Licences Clause in Contracts

Import and Export Licences. 8.1. The Supplier will promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Goods (including import licences). 8.2. Without limiting clause 8.1, the Supplier will at its own cost provide to Halfords, or (where local laws or regulations require Halfords to do so) assist Halfords in procuring, any documents necessary under applicable laws and regulations for the Supplier to export the Goods to the Delivery Location in accordance with such laws and regulations. 9. Delivery‌ 9.1. The Parties hereby confirm that Incoterms® 2020 apply to all Goods ordered pursuant to this Agreement and that, unless otherwise agreed between the parties and stated in the New Line Form, all Goods shall be transported on a Delivered Duty Paid (DDP Incoterms® 2020) basis. 9.2. The Supplier shall ensure, at its sole cost and expense, that: a. the Goods are properly packaged and secured in such manner as to enable them to reach the Delivery Location(s) in good condition; b. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, where applicable the code number of the Goods, the Advance Shipping Number, special storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; c. it complies with the Halfords Supplier Standards Manual set out at Schedule 8; d. each pallet containing Goods is clearly labelled with the Order number, the net, gross and tare weights, a description of the contents, any other details as required by Halfords or Applicable Laws (including, without limitation, the Producer Responsibility Obligations (Packing Waste) Regulations 1997 and the Packaging (Essential Requirements) Regulations 1998); e. all containers of hazardous Goods (and all documents relating thereto) bear prominent and adequate warnings in accordance with Applicable Laws; f. it provides Halfords with the following documents on or before Delivery; i the certificate of origin for the Goods; ii the export license or certificate; iii the test or quality certificate; and, iv any transport or customs documents. 9.3. The Supplier shall, at no cost to Halfords, deliver the Goods on the date and to the Delivery Location(s) specified in the Order. 9.4. Unless otherwise agreed or stated pursuant to the applicable Incoterms® 2020, delivery of the Goods shall be completed on (i) the conclusion of unloading the Goods at the final Delivery Location or (ii) if the Supplier is instructed by Halfords to deliver the Goods to a designated third party consolidator for onward transition to the Delivery Location, then Delivery under this clause shall be deemed to have occurred when the third party consolidator unloads the Goods at the final Delivery Location. In such circumstances, the Supplier is responsible for ensuring that such third party delivers the Goods at the delivery time and at the Delivery Location(s) specified on the Order. 9.5. On despatch of any consignment of the Goods the Supplier shall deliver to Halfords at the Delivery Location an advice note specifying the method of transport to be used in delivery, the place and date of despatch, the number of packages, their weight and volume. If delivery is to a Delivery Location not occupied by Halfords, the Supplier shall send the advice note to the third party and send a copy to Halfords. If any of the Goods are damaged in transit or if, having been placed in transit, any of the Goods fail to be delivered to the Delivery Location(s), the Supplier shall either replace or repair such damaged or undelivered Goods as soon as possible and at its own expense. 9.6. If the Supplier delivers either more, or less, than the quantity of Good specified in the Order, Halfords may in its sole discretion and without prejudice to any other rights or remedies it may have: a. reject all of the Goods or just the excess Goods and return the same to the Supplier at the Supplier’s sole risk and expense; or, b. accept the delivery. Where Halfords accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods to reflect the actual quantity delivered. 9.7. The time of delivery of the Goods shall be of the essence and if the Supplier fails to deliver the Goods on the Delivery Date then, without prejudice to any other rights which it may have, Halfords reserves the right to: a. cancel the Order in whole or in part; b. refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; c. recover from the Supplier any expenditure reasonably incurred by Halfords in obtaining the Goods in substitution from another supplier; and, d. claim damages from the Supplier for any additional Losses incurred by Halfords which are in any way attributable to the Supplier’s failure to deliver the Goods on the Delivery Date. 9.8. Where Halfords agrees to accept delivery of the Goods by instalments the Order shall be construed as a single contract in respect of each instalment provided that the failure by the Supplier to deliver any one instalment shall entitle Halfords to treat the whole Order as repudiated. 9.9. Following issue of an Order, at any time up to one month prior to delivery of the Goods Halfords shall be entitled to notify the Supplier in writing that Halfords requires the Supplier to suspend or delay delivery of the Goods (or a specified proportion of the Goods) for a maximum period of 7 (seven) months. In such circumstances: a. payment obligations will be delayed until delivery is made unless otherwise agreed by Halfords; b. the Supplier shall store the suspended Goods at its premises without additional charge to Halfords; and, c. the terms of the applicable Order shall be deemed to be varied accordingly. 9.10. The Supplier shall indemnify and keep Halfords indemnified in respect of any Direct Losses incurred by Halfords in connection with any damage or injury occurring in the course of delivery or installation of the Goods to the extent that such damage or injury is caused by any act or omission of the Supplier or its employees, agents or sub-contractors.

Import and Export Licences. 8.1. The Supplier will promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Goods (including import licences). 8.2. Without limiting clause 8.1, the Supplier will at its own cost provide to Halfords, or (where local laws or regulations require Halfords to do so) assist Halfords in procuring, any documents necessary under applicable laws and regulations for the Supplier to export the Goods to the Delivery Location in accordance with such laws and regulations. 9. Delivery‌ 9.1. The Parties hereby confirm that Incoterms® 2020 apply to all Goods ordered pursuant to this Agreement and that, unless otherwise agreed between the parties and stated in the New Line Form, all Goods shall be transported on a Delivered Duty Paid (DDP Incoterms® 2020) basis. 9.2. The Supplier shall ensure, at its sole cost and expense, that: a. the Goods are properly packaged and secured in such manner as to enable them to reach the Delivery Location(s) in good condition; b. each delivery of the Goods is accompanied by a delivery note which shows clearly the legible date of the Order, the valid Order number, the clear legible date of delivery, printed name of the Halfords colleague, signature of the Halfords colleague, counter signature of the Supplier representative, the Halfords branch number, the type and quantity of the Goods, where applicable the code number of the Goods, the Advance Shipping Number, special storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; c. it complies with the Halfords Supplier Standards Manual set out at Schedule 8; d. each pallet containing Goods is clearly labelled with the Order number, the net, gross and tare weights, a description of the contents, any other details as required by Halfords or Applicable Laws (including, without limitation, the Producer Responsibility Obligations (Packing Waste) Regulations 1997 and the Packaging (Essential Requirements) Regulations 1998); e. all containers of hazardous Goods (and all documents relating thereto) bear prominent and adequate warnings in accordance with Applicable Laws; f. it provides Halfords with the following documents on or before Delivery; i the certificate of origin for the Goods; ii the export license or certificate; iii the test or quality certificate; and, iv any transport or customs documents. 9.3. The Supplier shall, at no cost to Halfords, deliver the Goods on the date and to the Delivery Location(s) specified in the Order. 9.4. Unless otherwise agreed or stated pursuant to the applicable Incoterms® 2020, delivery of the Goods shall be completed on (i) the conclusion of unloading the Goods at the final Delivery Location or (ii) if the Supplier is instructed by Halfords ▇▇▇▇▇▇▇▇ to deliver the Goods to a designated third party consolidator for onward transition to the Delivery Location, then Delivery under this clause shall be deemed to have occurred when the third party consolidator unloads the Goods at the final Delivery Location. In such circumstances, the Supplier is responsible for ensuring that such third party delivers the Goods at the delivery time and at the Delivery Location(s) specified on the Order. 9.5. On despatch of any consignment of the Goods the Supplier shall deliver to Halfords at the Delivery Location an advice note specifying the method of transport to be used in delivery, the place and date of despatch, the number of packages, their weight and volume. If delivery is to a Delivery Location not occupied by Halfords, the Supplier shall send the advice note to the third party and send a copy to Halfords. If any of the Goods are damaged in transit or if, having been placed in transit, any of the Goods fail to be delivered to the Delivery Location(s), the Supplier shall either replace or repair such damaged or undelivered Goods as soon as possible and at its own expense. 9.6. If the Supplier delivers either more, or less, than the quantity of Good specified in the Order, Halfords may in its sole discretion and without prejudice to any other rights or remedies it may have: a. reject all of the Goods or just the excess Goods and return the same to the Supplier at the Supplier’s sole risk and expense; or, b. accept the delivery. Where Halfords ▇▇▇▇▇▇▇▇ accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods to reflect the actual quantity delivered. 9.7. The time of delivery of the Goods shall be of the essence and if the Supplier fails to deliver the Goods on the Delivery Date then, without prejudice to any other rights which it may have, Halfords reserves the right to: a. cancel the Order in whole or in part; b. refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; c. recover from the Supplier any expenditure reasonably incurred by Halfords ▇▇▇▇▇▇▇▇ in obtaining the Goods in substitution from another supplier; and, d. claim damages from the Supplier for any additional Losses incurred by Halfords which are in any way attributable to the Supplier’s failure to deliver the Goods on the Delivery Date. 9.8. Where Halfords ▇▇▇▇▇▇▇▇ agrees to accept delivery of the Goods by instalments the Order shall be construed as a single contract in respect of each instalment provided that the failure by the Supplier to deliver any one instalment shall entitle Halfords to treat the whole Order as repudiated. 9.9. Following issue of an Order, at any time up to one month prior to delivery of the Goods Halfords shall be entitled to notify the Supplier in writing that Halfords requires the Supplier to suspend or delay delivery of the Goods (or a specified proportion of the Goods) for a maximum period of 7 (seven) months. In such circumstances: a. payment obligations will be delayed until delivery is made unless otherwise agreed by Halfords; b. the Supplier shall store the suspended Goods at its premises without additional charge to Halfords; and, c. the terms of the applicable Order shall be deemed to be varied accordingly. 9.10. The Supplier shall indemnify and keep Halfords indemnified in respect of any Direct Losses incurred by Halfords in connection with any damage or injury occurring in the course of delivery or installation of the Goods to the extent that such damage or injury is caused by any act or omission of the Supplier or its employees, agents or sub-contractors.