Terms and Conditions of Purchase and Sale

1. Definitions

  • “COMPANY” means NSCO, LLC, a Virginia limited liability company d/b/a “Need Supply Co.”.
  • “Cancel Date” means the date by which the Goods must be received by the COMPANY, as set forth in the Order.
  • “Conditions” mean these Terms and Conditions of Sale, as amended from time to time.
  • “Contract” means the total legal obligation between the Seller and the COMPANY for the purchase of the Goods in accordance with the Order, the acceptance, these Conditions and the applicable laws of the jurisdiction described in Section 11.9 of these Conditions.
  • “Delivery Date” means the earliest date the Goods will be accepted by the COMPANY, as set forth in the Order.
  • “Goods” means the goods (or any part of them) set out in the Order.
  • “Order” means the written purchase order placed by the COMPANY for the purchase of Goods.
  • “Seller” means the individual, corporation, limited liability company, partnership, joint venture, association, governmental subdivision, agency or instrumentality or other legal or commercial entity who sells or agrees to sell the Goods to the COMPANY.
  • “Writing” means an intentional recording in a visual form, including handwriting, typewriting, facsimile transmission, PDF or electronic mail. “Written” has a corresponding meaning.

2. Basis of Contract

  1. The Order constitutes an offer by the COMPANY to purchase the Goods from the Seller in accordance with the terms of the Order and these Conditions.
  2. The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order, at which point the Contract shall come into existence and the Order, the Seller’s acceptance and these Conditions shall be the legal binding obligations of the parties.
  3. The Contract constitutes the entire agreement between the parties with respect to the subject matter contained in the Contract. The Seller acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the COMPANY which is not set out in the Contract.
  4. The Seller warrants to the COMPANY that it has the legal right to use any information and/or documents (including any intellectual property rights) provided or supplied by the Seller to the COMPANY, and agrees to indemnify the COMPANY and keep the COMPANY indemnified against any claims, costs, awards, damages, interest, penalties, expenses, and losses (which includes but is not limited to both direct and indirect loss suffered by the COMPANY including loss of profit) arising out of, whether directly or indirectly, the Seller’s breach of any intellectual property rights in any such information and/or documents.
  5. These Conditions apply to the Contract at the exclusion of any other terms that the Seller seeks to impose or incorporate, or which are implied by course of dealing, course of performance or usage of trade.

3. Goods

  1. If the COMPANY requests any change(s) to the Goods, such request shall not be deemed accepted by the Seller until the Seller issues written acceptance of such change(s). Upon acceptance by the Seller, the requested change(s) shall become a part of the Contract pursuant to the terms and conditions of the Seller’s acceptance.

4. Prices and Payments

  1. The price for the Goods shall be the price set out in the Order, or if no price is quoted, the price set out in the Seller’s price list as at the date the Order is placed (a copy of which shall be made available to the COMPANY).
  2. COMPANY understands that the Seller has the right to adjust its prices from time to time, although this will not affect the price of the Goods ordered prior to the price adjustments. The Seller shall provide the COMPANY with prompt, Written notice of any such price changes.
  3. The Seller shall invoice the COMPANY for the Goods supplied. The Seller shall e-mail an invoice that is consistent with the applicable packing slip in all respects to the COMPANY at accounting@needsupply.com.
  4. Unless otherwise provided in an Order, payment terms are net 30 days from the later of COMPANY’s receipt of (i) the Goods or (ii) the invoice.
  5. Any shipments sent C.O.D. will be refused by the COMPANY’s Fulfillment Center.

5. Delivery, Packaging, and Acceptance of Goods

  1. Upon confirmation of an Order from the COMPANY, the Seller shall:

    1. verify that all information in the Order is correct
    2. acknowledge any pricing discrepancies prior to the confirmation of the Order
    3. immediately communicate any discrepancies on the Order to the COMPANY
    4. ship the Goods in a timely manner, in strict compliance with the shipping schedule set forth in the Order.
  2. The Seller shall be solely responsible for any costs incurred by the COMPANY in connection with an incorrect shipment of Goods.
  3. The COMPANY will not accept any deliveries of Goods that are received (i) after the Cancel Date or (ii) before the Delivery Date regardless of the reason for the early or late delivery, unless previously notified and confirmed by the COMPANY of the early or late shipment
  4. Each shipment of Goods shall include on the outside of the package a detailed packing slip. The packing slip must be sealed in a waterproof pouch. If there are multiple cartons in a shipment, the packing slip must be with the first carton in the shipment. Packing slip shall contain the following information:

    2. unit style number, quantity, and unit cost for each item included in the shipment
    3. a precise description of each style included in the shipment
    4. the fabrication/content of each item in the shipment
    5. the country of origin of each unit/style included in the shipment
    6. the number of the COMPANY’s Order to which the shipment corresponds

    In addition, the Seller shall mark on the outside of each shipment the number of the COMPANY’s Order to which the shipment corresponds.

  5. Each package/shipment shall include merchandise from a single Order. The Seller shall not ship merchandise from different Orders in a single shipment or in such a way that they are included on the same packing slip.
  6. The Seller shall notify the COMPANY in advance of any shipment of Goods that varies from the quantity set forth on the applicable Order. Shipping variances will be accepted only with the COMPANY’s prior approval in Writing.
  7. Packaging on orders that do not comply with the requirements outlined may be refused by the COMPANY at its Fulfillment Center and returned at the Seller’s expense. If the order is accepted, a chargeback fee may be issued.

    1. Each unit shall be labeled on the outside of the items packaging. Size labels shall be easily accessible without opening the product (e.g. stickers on poly bags, hang tags, etc).
    2. All apparel shall be shrink-wrapped or packaged in a sealed poly bag to size of item.
    3. All accessories shall be packaged individually in sealed poly bags, plastic zipper-locking bags, or cardboard container. A sticker with the product information of the item shall be placed on the outside of the packaging.
  8. All domestic shipments and package deliveries by Seller shall be made to COMPANY at the location listed below using COMPANY’s UPS Freight Collect billing, charged to COMPANY’s account number as shown on the Order or as otherwise provided to the Seller. Under this procedure, all shipping costs will be billed directly to the COMPANY. COMPANY’s location is:

    Need Supply Co.
1600 Belleville Street
    Richmond, VA 23230

    The Seller shall contact COMPANY for additional shipping or routing information, as needed.

  9. Seller shall adhere to the COMPANY’s shipping requirements.

    1. Cartons shall never exceed a weight a limit of 40 lbs.
    2. All cartons shall be standard, shippable containers that will protect contents during transit and delivery to the COMPANY’s Fulfillment Center.
    3. Empty space shall be filled with sufficient filler to ensure contents are not damaged during transit.
    4. All cartons shall be marked sequentially.
    5. Each carton must be clearly labeled with the COMPANY’s Order number.
    6. Each shipping label shall reference the COMPANY’s Order number in the ref # 1 field.

    Seller shall not address cartons to a specific person’s attention, unless authorized by the COMPANY. All cartons should be address to the COMPANY’s Fulfillment Center. ‘Attn: Receiving Department’ is acceptable if necessary.

  10. All international shipments made by Seller to COMPANY shall be (i) shipped through UPS Worldwide Expedited using the COMPANY’s UPS account number as shown on the Order or as otherwise provided to the Seller, and (ii) sent to the location in Section 5.8 above. In addition:

    1. International shipments made by Seller to Company shall provide the following details for Customs processing:

      1. a precise description of the style included in the shipment.
      2. gender intended for style in the shipment.
      3. the fabrication/content of each item in the shipment.
      4. the manufacturer name/address of each unit/style included in the shipment.
      5. Certificate of “Drop Ball Test” (if applicable) for style in the shipment (if applicable).
      6. Interim Footwear Invoice or Shoe Declarations form for footwear in the shipment (if applicable).
    2. The Seller shall provide the COMPANY with the dimensions and content for each package when the shipment is ready to be sent. The COMPANY will then provide the Seller with a completed Commercial Invoice that should be attached to the outside of each package. In addition, The COMPANY will also provide a hyperlink to a UPS Shipping Label to be printed by the Seller and affixed to each package. In the event that it is necessary, the COMPANY will schedule a UPS pick-up for a shipment.
    3. The Seller shall be solely responsible for any freight expenses, handling fees, storage fees or any other costs or expenses incurred by the COMPANY related to the international shipment or import of any Goods, that result from (i) the Seller’s failure to ship the goods using the COMPANY’s UPS account as provided herein, or (ii) the Seller’s failure to comply with the instructions provided herein, or to use the Commercial Invoice and the UPS Shipping Label provided by the COMPANY.
  11. If defective or incorrect Goods are received by the COMPANY, the COMPANY shall contact the Seller for a Return Authorization (RA) number or voice authorization to return the defective or incorrect Goods. The Seller shall be solely responsible for the return freight costs. If the Seller sends replacement Goods they must be shipped immediately and the Seller shall pay all shipping and delivery expenses.
  12. If Goods are damaged prior to receipt by the COMPANY, the COMPANY shall not be required to pay for such Goods.
  13. The COMPANY reserves the right to return to the Seller, at the Seller’s expense and responsibility, any Goods for which a claim is made that the sale of the Goods by the COMPANY infringes any alleged patent, design, tradename, trademark or copyright of any third party. The Seller shall indemnify and hold the COMPANY harmless from any and all claims, losses, damages, suits, actions and expenses including reasonable attorneys’ fees, resulting from or related to the sale of any such Goods.
  14. The Seller shall (i) indemnify and hold the COMPANY harmless from any and all liability claims, damages, losses, suits, actions and expenses, including reasonable attorneys’ fees, resulting from or related to the sale of Goods that are defective in quality or composed of materials that are considered dangerous or unlawful, and (ii) assume any liability or expense in connection with any such claim, suit or action.

6. Warranty

  1. The Seller warrants that on delivery the Goods shall:

    1. conform in all material respects with their description and any applicable specifications; and
    2. be free from material defects in materials and workmanship.
  2. Subject to clause 6.3:

    1. if the COMPANY gives notice in writing following delivery and within a reasonable inspection period that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
    2. the Seller is given a reasonable opportunity to examine the Goods

    The Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full to the extent paid.

  3. The Seller shall not be liable for the Goods’ failure to comply with the Warranty in clause 6.1 if:

    1. a defect arises because the COMPANY fails to follow the Seller’s oral or written instructions as to storage, installation, use or maintenance of the Goods, or if there are none, good trade practice;
    2. the COMPANY alters or repairs such Goods without the written consent of the Seller;
    3. a defect arises as a result of fair wear and tear, willful damage, negligence or abnormal working conditions by the COMPANY or any other third party.
  4. The Warranties expressed in these Conditions are exclusive. NO other warranty, written or oral, express or implied, MAY BE INFERRED, whether by course of dealing, course of performance, usage of trade, or otherwise. Seller hereby disclaims all implied warranties, including any implied warranties of merchantability and Fitness for a Particular Purpose.

7. Vendor Non Compliance Policy

  1. The COMPANY has implemented a chargeback policy to ensure the requirements outlined in the Vendor Compliance Policy are understood and to improve efficiency and accuracy of the order and receiving process. The policy passes the costs associated with research, transportation and processing to the Seller.

The COMPANY will assess chargeback fees as credits for invoice payments and will be applied to the next payable invoice.

Notification of Non-Compliance

  1. The Seller shall be notified of violations of the Vendor Non Compliance Policy via email. Violations shall result in an email notification along with chargeback fees for violations.
  2. Notifications shall detail the purchase order, date, type of violation, quantity, and fees that may be issued due to non-compliance.

Chargeback fees will be assessed as the following:

  • Incorrectly addressed Order $10 per carton
  • Missing or over shipped items on Order $5 per unit
  • Missing/incomplete Order on packing slip, invoice, or carton $5 per carton
  • Relabeling $5 per unit
  • Repackaging/Assembly $5 per unit
  • Missing packing slip $10 per carton
  • Order shipped passed Cancel Date without authorization $10 per carton
  • Shipment sent using unauthorized shipping method $10 per carton

Disputing chargeback fees

  1. The Seller has up to 7 business days from the date of notification to dispute chargeback fees.
  2. The Seller shall contact the COMPANY with the reason for dispute and evidence of compliance. The COMPANY shall respond to the seller within 7 business days of the dispute with conclusion.

8. Title and Risk

  1. Title and risk of damage or loss in the Goods passes to the COMPANY upon delivery in accordance with Section 5 herein.

9. Cancellation

  1. If the COMPANY wishes to cancel an Order, the COMPANY shall immediately notify the Seller.

10. Termination

  1. Without limiting the parties’ other rights and remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or a petition is filed for the winding up of its business and affairs of such other party, or such other party becomes a debtor in bankruptcy or otherwise executes an assignment for the benefit of its creditors.
  2. Without limiting its other rights and remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the COMPANY if the COMPANY fails to pay any amounts due to the Seller under the Contract by the due date for payment.

11. Limitation of Liability


12. General

  1. Neither party shall be liable to the other for any delay or failure to perform its obligations under the Contract arising as a result of an event beyond its reasonable control, including but not limited to acts of God, strikes, labor shortage or disturbance, fire, accident, war and civil disturbance, terrorist acts, delays of carriers, failure of sources of supply, or acts of government.
  2. The Seller shall not at any time disclose to any person any confidential information concerning the business or affairs of the COMPANY, except to those of its employees, agents, or sub contractors as need to know such information for the purpose of the Seller meeting its obligations under the Contract, and the Seller shall ensure that such employees, agents, and sub contractors are subject to the obligations of confidentiality set out in this clause. This clause shall survive termination of the Contract.
  3. Any notice required to be given to a party in connection with the Contract shall be in Writing, and shall be delivered the other party personally or sent by pre-paid first class post or recorded delivery to the address as set out in the Order or by facsimile transmission or electronic email at a number or an address previously provided. Any notice shall be deemed to have been received if delivered personally when left at such address, or if sent by pre-paid first class post or recorded delivery, on the second business day after posting or if by facsimile transmission or electronic mail, on the date of sending.
  4. The COMPANY may at any time assign, transfer, sub contract, or deal in any other manner with all or any of its rights under the Contract. The Seller shall not, without the prior written consent of the COMPANY, assign, transfer, sub contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  5. A waiver of any rights under the Contract is only effective if it is in Writing, and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.
  6. If a court, or other competent authority, finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  7. Any person who is not a party to the Contract shall not have any right under or in connection with the Contract.
  8. Any variation to the Contract shall only be binding if agreed in Writing between the parties.
  9. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of the Commonwealth of Virginia. The venue for any suit involving the Contract shall be in either the District or Circuit Court for the City of Richmond, Virginia or the United States District Court for the Eastern District of Virginia, Richmond Division.
  10. In any litigation or other proceeding regarding a dispute under the Contract, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees from the non-prevailing party.

Effective: 3/1/2016