Supplier Services Obligations

Last Updated: December 23, 2022

Reference is made to that certain Buying Agent Supplier (the “Buying Agent Supplier Agreement”) by and between you (“Agent”) and Whele LLC or one of its affiliates (“Perch”).   If these Supplier Services Obligations are inconsistent with the Buying Agent Supplier Agreement, the Buying Agent Supplier Agreement will control. Capitalized terms used but not defined herein shall have the meanings set forth in the Buying Agent Supplier Agreement.

UPDATES: Perch may update these Supplier Services Obligations from time to time by notifying you of such changes by any reasonable means, including by posting a revised Supplier Services Obligations  through the Perch sites. Any such changes will not apply to any dispute between you and Perch arising prior to the date on which we posted the revised Supplier Services Obligations incorporating such changes or otherwise notified you of such changes. You agree that it is your responsibility to regularly check PerchHq.com for any updated links .  In addition, by continuing to use or access any of the Perch sites or otherwise engaging with Perch after we post any changes, you accept the updated Supplier Services Obligations. The “Last Updated” legend above indicates when this link was last changed.

1. Agent shall itself comply with and require that Foreign Suppliers are in compliance with any Buyer requirements set forth in the Buying Agent Agreement, on the the Perch manufacturer site, located at https://www.perchhq.com/for-manufacturers, on https://www.perchhq.com/for-manufacturers-supplier-acknowledgement (including Buyer’s Code of Conduct (the “Code”), which is also located at https://www.perch-brands.com/code-of-ethics), as such requirements are updated from time to time.

2. Additionally, Agent shall:  

1. Ensure that all Foreign Suppliers, and permitted subcontractors, manufacturing, producing Products for or supplying Products to Buyer execute and return to Buyer or to its representative all documents required to ensure compliance with the Code. 

2. Ensure that all Foreign Suppliers, and permitted subcontractors, manufacturing, producing Products for or supplying Products to Buyer arrange for, maintain and provide to Buyer or to its representative upon request, all certificates, including with respect to country-of-origin, endorsements, testing validations or other requirements reasonably requested by Buyer with respect to the Products. 

3. Periodically inspect the facilities of all Foreign Suppliers at least every twelve months and provide a written evaluation of these inspections to Buyer or to its representative in such form as may be required by Buyer or its representative from time to time. Buyer has the right to audit these inspections once every twelve months.

4. Complete pre-shipment for the first release of any product to be completed by an independent third-party laboratory that is accredited by the relevant governmental body.

5. For all Foreign Suppliers to be used by Agent, conduct a detailed evaluation of the production facilities and provide a written evaluation of these inspections in such form every two years or as often as is required by Buyer or its representative.

6. In the event that Agent has knowledge that any Foreign Supplier is not producing the Products in compliance with applicable local laws, regulations and/or the Code, Agent shall immediately notify Buyer pursuant to the notice provision in the Agreement.

7. Ensure that any Foreign Suppliers maintain in effect all necessary licenses, permissions, authorizations, consents and permits, and comply with all applicable laws, including not using forced labor of any kind.

3. Agent shall use all reasonable effort to negotiate most favorable pricing for Products ordered directly.

4. Agent shall visit each Foreign Supplier to complete evaluations and establish and maintain a quality assurance plan in a manner that is compliant with all laws, rules, regulations, and exceeds industry standards. Additionally, Agent shall ensure the quality control of Products, including to ensureProducts conform to any approved samples and as to style, quality, and other Buyer specifications.

5. Agent shall ensure that Products are being manufactured in the country and facility designated by Buyer, in conformance with applicable laws and regulations of the country in which it is to be sold and the country of manufacture.

6. Agent shall ensure all Foreign Suppliers comply with theForeign Corrupt Practices Act and that the appropriate visa, export licenses, and other necessary documents are properly used in connection with the exportation of the Products to the country designated by Buyer for delivery.

7. Agent shall effectuate from Foreign Supplier a credit note or refund for recalled, defective or non compliant Products, and ensure Foreign Suppliers proper destruction and disposal thereof, when applicable.

8. Agent shall be aware, and is responsible for informing Buyer, of any overproduction or production of counterfeit or infringing Products by Foreign Suppliers.

9. Finally, Agent shall perform all other services that may be reasonably necessary or appropriate to arrange for the manufacture, exportation, quality control, and delivery of the Products compliant with all laws, rules, regulations, and exceeding industry standards.