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Shared responsibilites in terms of Forecasts/Prices/Terms of payment

They address the need to share the financial liability of materials purchased by the supplier, limit material overstock and decrease financial risks for the supplier. Clauses limit the Buyer's design team in terms of which products (of which materials) that need to be produced.

Clause "Forecasts": "//..Buyer will, to the extent it is possible, provide a forecast to the Supplier. Such forecasts are only intended as information to facilitate the Supplier’s planning. They are not binding for Buyer. Based on the forecast Buyer confirms available and required capacity for a specific time period with the Supplier in advance. For each season forecast, Buyer and Supplier agree on a reasonable timeframe in which changes can still be made. After that date, Buyer takes responsibility for capacity reserved, in terms of material sourced. If the actual orders are lower than the forecast, the Supplier and Buyer will collaboratively find solutions to use the material with other orders and if the Supplier is not able to utilise the material within two (2) years, Buyer will assume financial responsibility for the reserved amount. If the orders are more than agreed-upon capacity, delivery deadlines of this, or subsequent orders, are reviewed, and Buyer will pay for additional costs upon agreement..//"

Clause "Prices": "//..The Supplier shall provide Buyer with a quotation for requested products, with fair prices, for the parties to agree upon in advance of each season. The quotation shall be provided in accordance with specified, and agreed upon, time frames in workflow for each season. Buyer shall collaborate with Supplier to agree on product prices that accommodates costs associated with upholding responsible business conduct, including, for the avoidance of doubt, minimum wage and health and safety costs, at a standard at least as high as required by applicable law and International Labour Organisation norms. Both parties have a commitment to reduce any common costs. The prices shall incorporate the product as specified in the tech pack (the “Tech Pack” is the product specification and includes material information, drawings, dimensions, and label information), as well as its packaging and marking as specified or agreed. The Supplier shall in a transparent manner specify the applicable cost structure and main cost drivers for the Products. The Supplier shall provide cost breakdowns for all its costs, that at least includes the labour costs, SAM (Standard Allowed Minutes) for each product and the costs of materials, trims and packaging material. The Supplier shall notify Buyer of the current minimum wage level in the production facility/ies and Buyer shall ensure the agreed price ensures payment of minimum wages...//"

Clause "Terms of Payment": "//...Invoices shall be sent to Buyer by email no later then 24 hours before agreed shipping date. The invoices shall contain Buyer's purchase order number, and each order line shall contain the partnumber, style name, description, color, Qty, price and Taric code. Administration-, invoicing- or other fees are not accepted. The Supplier shall send a proforma invoice for each purchase order along with their order confirmation. Buyer shall pay 50 % of the proforma invoice value within 2 weeks after its reception. The other 50 % payment is due 30 days net after the Products has been shipped, provided the Products have been delivered to the freight forwarder in accordance with the requirements and conditions set out in this contract. Buyer is responsible for ensuring there are no late payments. If payments are deferred due to a fault caused by Buyer, the Supplier and Buyer may negotiate a fee that covers the Supplier ́s interest for the period and loss of opportunity and/or profit stemming from the late payment. This will happen only after dialogue and agreement between the parties, and the fault on Buyer will be based on sound analysis that both parties agree on. The delay will need to amount to an excessive period that can be proven to have caused financial loss to the supplier...//"

Clause Type Environmental, Social, Governance
Jurisdiction Created in Sweden, used in India and Vietnam
Industry Fashion and Apparel
Focus Area Collaborative
Scope both
Contract Type Master Services Agreement (MSA), Purchase Agreement / Order
Relevant UNSDGs Goal 8: Decent Work and Economic Growth, Goal 12: Responsible Consumption and Production
Connecting Clauses Yes
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Remediating Adverse Human Rights Impacts
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