Supplier Terms and Conditions
1. In these terms and conditions:
“Agreement” means the agreement constituted by these terms and conditions, and any other terms and conditions relating to the supply relationship between the parties which are agreed by the parties and recorded in written correspondence between the parties.
“Confidential Information” means any information provided by the Company to the Supplier concerning its product requirements, product specifications, business, customers (including customer names, contact details, product requirements, product spend details, the types and specifications of products and service supplied by the Company to its customers, the prices and terms on which the Company provides products and services to its customers), contracts, system and system access details, customer ordering and business software, product cost and pricing, sales methods and techniques, sales figures, marketing plans, budget and other financial information, employee details, internal business policies and procedures, and any information generated during and as a result of the Agreement (including any pricing arrangements, rebates, settlement discounts, terms of payment, other terms of trade, joint marketing plans and artwork, design and specifications for any products manufactured specifically at the Company’s request), but does not include:
(a) information or knowledge which is already publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of a breach of this Agreement; or
(b) Information or knowledge which is required to be disclosed by law.
“Products” mean, where applicable, those products of the type customarily supplied by the Supplier, and ordered by the Company from the Supplier from time to time.
“Services” means the services which the Supplier is to provide to the Company, which may be ancillary to the supply of the Products, set out in Schedule 4, or as otherwise requested by the Company from time to time.
“Special Conditions” means those conditions, if any, referred to in Schedule 5.
“Warranty” or “Warranties” means each of the representations and warranties set out in Schedule 3.
2. Except otherwise in accordance with its terms, this Agreement will continue after expiry of the Agreement Period stated on the cover sheet, unless at any time after the Agreement Period either party provides notice to the other of its intent to terminate this Agreement by giving at least 90 days written notice to the other party.
3. The engagement of the Supplier is non-exclusive and the Company may engage any other person to provide the Products and/or Services or similar products and services from time to time.
4. This Agreement does not oblige the Company to order any Products from the Supplier. A binding contract for the supply of Products only arises when the Supplier receives either a purchase order signed by an authorized representative of the Company or where electronic trading has been implemented, an electronic order that complies with all the security and verification procedures established by the parties. The Supplier acknowledges and agrees that, unless otherwise advised by the Company, all transactions between the Supplier and the Company pursuant to this Agreement will be facilitated via electronic means, as directed by the Company from time to time. The Supplier is deemed to have accepted a purchase or electronic order if the Supplier does not reject the order within 12 hours of receiving it.
5. In cases where the Company cancels the order and the Supplier can demonstrate that it has incurred substantial costs the Supplier may apply to the Company for part payment to cover costs incurred.
6. This Agreement does not in any way imply a principal and agent or any similar relationship between the Company and the Supplier.
7. The Supplier must provide the Products to the Company in accordance with the pricing set out in Schedule 1 and any Special Conditions as set out in Schedule 5.
8. The Supplier must comply with the provisions set out in Schedule 2 which relates to ordering, packaging, transportation, delivery, invoicing and payment of Products and/or Services.
9. The Supplier represent and warrants to the Company that each of:
(a) in the case of a supply of any Product, the Warranties set out in Items 1 and 2 of Schedule 3;
(b) in the case of a supply of any Service, the Warranties set out in Items 1 and 3 of Schedule 3; and
(c) in the case of a supply of Products and Services, the Warranties set out in Items 1, 2 and 3 of Schedule 3, are true and accurate in all material ways and not misleading in any way.
10. In the event of any breach of Warranty, and without limiting any other rights or remedies which may be available to the Company, the Supplier will, at the request of the Company, either provide the Products or Services or goods again free of charge, rectify or pay the cost of rectification of any deficiency in the Products or Services, provide the Company with a credit in respect of the defaulting Products or Services or repay to the Company the price of the defaulting Products or Services. The Supplier must pay the cost and bear the risk of storing, handling and returning any Products rejected by the Company under this provision.
11. All Products must comply with the Company’s specifications. Under no circumstances is the Supplier to supply an alternative product or product component without the Company’s specific prior consent being obtained. The Supplier will be liable for all claims, action, demands, cost or expenses including damage to property, personal injury and loss of income should litigation be directed toward the Company as a result of a substitute product or product component being supplied by the Supplier and not approved by the Company.
Any substitute product must be submitted to the Company for examination prior to supply. Independent test reports and certification from a recognised authority must accompany the test sample.
12. Risk in and title to the Products will pass to the Company upon receipt of the Products by a duly authorised Company representative into the Company’s nominated warehouse.
13. The Supplier will be solely responsible for and solely bear all costs in relation to its employees including but not limited to all remuneration, including wages, salary and leave entitlements, superannuation, taxes, duties and insurance costs and must indemnify the Company from and against any claim against or loss, cost or expense incurred by the Company arising out of any failure by the Supplier to comply with this clause , or any allegation that there is any obligation on the Company to make any of the payments referred to in this clause, or any allegation of an employment relationship between the Company and any employee or consultant of the Supplier.
14. The Supplier acknowledges and agrees that the Company shall be the sole and exclusive owner of all intellectual property rights related to any and all Products and other works, developed, made, written, created, discovered or designed by the Supplier, its employees, agents and Suppliers, in the course of, or for the purposes of, providing the Products and Services (including all samples, drafts, moulds, artwork, designs, film and proofs). This clause does not affect the ownership of pre-existing intellectual property which shall continue to belong to its rightful owner, provided that the Supplier will ensure the Company has the right to use the same for the purposes of this Agreement. Except for the purposes of this Agreement, the Supplier is not permitted to do any of the following, whether directly or indirectly through another person or entity, without the prior written consent of the Company:
(a) Reproduce or manufacture, whether for sample purposes or otherwise, any product the intellectual property rights in which belong to the Company;
(b) Reproduce, copy or display the image of any product the intellectual property rights in which belong to the Company; or
(c) Give away, deal with, or sell any product the intellectual property rights in which belong to the Company.
The Supplier must return all product, documents and other materials, the intellectual property rights in which belong to the Company, on request, or otherwise upon termination of the supply relationship.
15. The Supplier undertakes and agrees not to, at any time either during the Agreement or after termination of the Agreement, either directly or indirectly, without prior written consent of the Company:
(a) disclose or permit (to the extent that it is within its control) the disclosure of, the Confidential Information to any person; or
(b) use or permit (to the extent that it is within its control) the use of the Confidential Information to compete with the Company, or in any manner which may injure or cause loss to the Company.
The Supplier undertakes and agrees to use the Confidential Information only during the course of, and for the purposes of, the provision of the Products and Services to the Company.
16. The Supplier agrees to and does indemnify the Company against any action, suit, claim, demand, cost or expense arising out of or referable to:
(a) any breach of this Agreement or any Warranty contained in this Agreement by the Supplier, its officers, employees or agents;
(b) any infringement or alleged infringement by the Products, the Services or any materials and information provided by the Supplier under this Agreement of a third party’s intellectual property rights;
(c) any damage, injury or loss caused by or resulting from any act or omission of the Supplier, its employees, agents or Suppliers; and
(d) all injury, loss or damage sustained by any officer, employee, agent or supplier of the Supplier incurred whilst performing obligations under this Agreement.
17. The Supplier must have in place sufficient insurances to cover its potential liability under the Agreement including but not limited to a public risk and product liability insurance policy covering a liability of not less than $10,000,000.
Upon request the Supplier will provide the Company with evidence of the currency and adequacy of such insurances.
18. This Agreement may be terminated by the Company at any time during the Agreement Period in its discretion by 14 days’ notice to the Supplier. The Supplier will have no claim against the Company for damages or loss of profits arising out of or relating to the termination of the Agreement by the Company.
19. The Company may at its sole discretion terminate the Agreement by giving notice effective immediately if at any time:
(a) the Supplier is in breach of any of the terms of this Agreement; or
(b) the Supplier is or becomes bankrupt, or goes into liquidation, or makes a composition or arrangement with creditors generally, or takes advantage of any statute for the relief of insolvent debtors or other similar event occurs.
20. Termination of the Agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, the Agreement, nor shall it affect any provision of this Agreement which is expressly or by implication intended to continue in force after such termination.
21. On termination of the Agreement or otherwise on demand, the Supplier will return to the Company all documents and materials containing any Confidential Information or intellectual property of the Company and any other property belonging to the Company, including that created during the provision of the Products and Services. On or prior to termination, the Supplier will, within 14 days of request by the Company, do all such things as may be necessary to ensure the smooth and orderly transfer of the Confidential Information and intellectual property.
22. Failure or omission by the Company at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision, or the right of the Company to avail itself of the remedies it may have in respect of any breach of a provision, in any way.
23. The Company may set off or deduct from any amount due and owing (including rebates) by it to the Supplier any amounts or compensation which the Company, in good faith, believes are due and owing by the Supplier to the Company. Before doing so, senior management of the Company will, in good faith, discuss and attempt to resolve any issue relating to the set off, with the Supplier.
24. The Agreement is governed by, takes effect and will be construed in accordance with the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals therefrom.
25. The Supplier warrants that at the time any supply is made under this Agreement on which a goods and services tax (“GST”) is imposed, it will be registered for GST purposes with an ABN number, and will provide evidence of the same on request. Any invoice rendered by the Supplier which seeks to recover an amount of GST payable, must conform to the requirements of a tax invoice as specified in GST law.
26. The Supplier and its employees, agents and sub-contractors must, when within the Company’s boundaries, on its premises or at its facilities, comply with all reasonable directions, policies, signs and procedures relating to occupational health, safety, security, discrimination and harassment, and ethical conduct.
27. The Supplier must comply with, and ensure its employees, agents and sub-contractors comply with, the Winc Supplier Code of Conduct as per Schedule 7.
28. The Company may enter the Supplier’s premises during business hours on giving a minimum of one day’s notice to inspect any raw materials, manufacturing process, packaging, batching, recording or transport facilities or motor vehicles used in forming, manufacturing, handling, packaging or transporting the Products or providing the Services, and to inspect the Supplier’s records to verify compliance with this Agreement.
29. The Supplier shall not sub-contract or otherwise arrange for another person to perform any part of this Agreement or to discharge any of its obligations under any part of this Agreement without the prior written consent of the Company. If the Company consents to a sub-contract, the Supplier shall not be relieved of any of it’s liabilities or obligations under this Agreement and the Supplier shall be liable to the Company for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub-contractor as if they were the acts, defaults or neglects of the Supplier or the employees or agents of the Supplier.
30. Neither party will assign or novate this Agreement without the prior written consent of the other.
31. This Agreement contains the entire agreement of the parties with respect to its subject matter. The terms and conditions of this Agreement will prevail over any subsequent document or documents issued by the Supplier to the Company including any printed terms and conditions on any invoice issued by the Supplier pursuant to this Agreement or otherwise.
32. All notices must be served in writing to the recipient at its registered business address unless otherwise notified.
33. The Company may during the term of this Agreement vary all or any of these terms in this Agreement. In these circumstances the Company will advise the Supplier of any changes or variations which will then be incorporated into any Agreement between the Company and the Supplier for the supply by the Supplier to the Company of Products and/or Services.
Schedule 1- Pricing
1. The Supplier must pay any payments due to the Company in accordance to those agreed between the Company and the Supplier.
2. The Company must pay any payments due to the Supplier in accordance with the pricing and fees agreed between the Company and Supplier in each quote.
3. Upon receipt of a request for pricing, whether verbally or in writing by the Company, the Supplier must provide a full and complete quote in writing within 6 hours or as agreed between the Company and the Supplier.
4. The Supplier represents and warrants that the pricing offered to the Company is the lowest pricing offered by the Supplier to any customer, dealer or reseller, including super-stores and mail-order companies, in Australia. If the Supplier offers pricing to any customer, dealer or reseller lower than the pricing offered to the Company, then the Supplier must offer that lower pricing to the Company for the same period.
5. The Supplier must issue a non-refundable credit note in the event that change(s) in the local market result in a reduction in the value of Product(s) in the Company’s custody, such that the price of the affected Product(s) is less than what was originally paid by the Company. A change in the local market includes, but is not limited to, instances in which a product reaches the end of its life due to technological advances, changes in specifications, or being superseded by the release of a new model.
The Supplier must complete and provide a product change notification to the Company within two (2) business days of becoming aware of any changes in the local market which result in an adjustment to the value of a Product(s) or prompt the Supplier to implement a price change.
6. Unless the parties specifically agree to the contrary in writing, the prices for the Products include delivery, all taxes imposed on the Supplier, all importation costs including but not limited to customs duty and related customs charges, freight forwarding costs, inland charges, ocean and or air freight costs, quarantine charges, fumigation fees, tail gate fees, bond store and terminal storage fees and an associated agency fees.
7. The Company shall be entitled to the benefit of any decrease in the Supplier’s price due to:
(a) promotional sales or special offers as made generally available from time to time; and/or
(b) successfully meeting or exceeding any quantity or dollar value targets as agreed between the parties; and
(c) any price decline effective after the Supplier’s acceptance of an order and applicable at the time of shipment.
Schedule 2- Ordering, Transportation, Packaging, Invoicing and Payment
As amended from time to time by the Company. The Supplier must comply with the Supplier Instructions, located at winc.com.au/services/about-us/supplier-instructions/
1. In addition to any specific requirements notified to the Supplier by the Company, all invoices must be sent via mail to Locked Bag 9015 Alexandria 1435 or via email to email@example.com.
2. An invoice is correctly rendered if:
(a) it is a valid tax invoice
(b) the specified amount is correctly calculated, with the correct unit prices (no order can be charged at higher prices than were specified in the purchase order without the Company’s prior written consent) and is otherwise due for payment;
(c) the invoice is set out in a manner that enables the Company to ascertain the Products and or Services to which the invoice relates;
(d) the invoice is accompanied (where necessary or where reasonably requested by the Company) by verifying documents. Failure to produce a valid proof of delivery (see above) will negate the Company’s liability;
(e) the invoice includes the Company’s order number (or the purchasing officer’s full name on the invoice if a purchaser order is not available i.e. only for goods for the Company use only);
(f) relates to only one purchase order (consolidated invoices will not be accepted); and
(g) uses the unit of measure as stated on the purchase order.
3. An open item statement must be submitted electronically at the beginning of each month. Statements must contain purchase order numbers for all outstanding items. The preferred format is Excel however, the Company will accept PDF format.
4. Invoices will be paid within 60 days of the end of the month in which the invoice is received, or such other time period agreed by the parties, provided that the invoice is correctly rendered, and complies with the Company’s order. In the event of any claim by the Company against the Supplier, payment may be withheld until such claim is resolved.
5. Payments from the Company are transmitted by Electronic Funds Transfer (EFT) only. The Supplier must submit their bank details on company letterhead, quoting their ABN.
6. Due to the volume of transactions and archive requirements, the Company will not investigate or act upon any queries in relation to transactions that are older than 12 months.
7. If any claims are disputed, the Supplier should notify the Company within two weeks of receipt of claim. After this time, the Company will consider the claim to have been approved.
8. Should a settlement discount be offered as part of the Agreement the Company may from time to time take advantage of such discount. The applicable amount will be deducted from the amount payable within the relevant month. If the Company does not make payment in accordance with the applicable settlement discount at any given time, the Company will make payment for the Products within 60 days of the end of the month in which an invoice is received.
9. Credit Notes must be presented by the Supplier bearing the same address and layout details as an invoice. Credit Notes must be issued and received by the Company within the same month of the relating invoice.
10. Payments pertaining to any rebate payable by the Supplier must be paid in accordance with the procedures set out in the cover sheet.
Schedule 3- Warranties
Item 1 – Product and Services Warranties
1. The Supplier warrants that it will:
(a) provide the Products and Services at all times exercising due care, skill and judgment, in a proper workmanlike manner, and in accordance with the Company’s specifications;
(b) provide the Products and Services in the timeframes specified in the Agreement or as otherwise specified by the Company;
(c) ensure that all methods and procedures employed in performing the Services and supplying the Products are ethical and are, where possible, best practice methods and procedures currently employed in the industry;
(d) ensure that only qualified and experienced personnel work on the provision of the Products and Services;
(e) provide the Products and Services in accordance with all the Company’s reasonable requirements and directions;
(f) prepare and submit to the Company such reports as are required as to the Supplier’s performance as and when required by the Company.
(g) ensure that in providing the Products and Services all applicable laws and regulations are complied with; and
(h) ensure that no act or omission of the Supplier may or may be likely to prejudice or harm the interests of the Company.
Item 2 – Product Warranties
2. The Supplier warrants that all Products supplied under this Agreement:
(a) are free from any contamination;
(b) comply with all relevant:
ii) product packaging and labelling;
iii) transport, handling and storage
v) weights and measures,
and all other relevant legislation, regulations and other requirements of the Commonwealth and all States and Territories of Australia, standards and industry codes of practice;
(c) conform with the description given by the Supplier;
(d) conform with the specifications and the quantities stated in the relevant purchase order and with any samples provided, and otherwise meet the requirements of a purchase order;
(e) correspond with any sample in quality;
(f) are newly manufactured, free from defects in workmanship and materials, of merchantable quality, free from defect or delivery, and are fit for the purpose and use for which they are acquired;
(g) are free from any lien or encumbrance, and the Supplier has good marketable title to them;
(h) which have an expiry date, are delivered to the Company within the first quarter of the recommended shelf life (that is, the period from manufacture to the “best before” or “use by” date); and
(i) shall, for the lifetime of the product, perform at a level consistent with the Supplier’s specifications and representations as to functionality and suitability for purpose, and otherwise satisfy and comply with the terms of any product warranty supplied with the product.
The Company reserves the right to require the Supplier to provide certification of compliance of Products, including any test results, which must be provided within 7 days of request by the Company.
Item 3 – Services Warranties
3. Without limiting the application of any other clause, the Supplier warrants that:
(a) the Services and the results thereof will be free from defect or deficiency for a period of 18 months from the date at which they are completed and accepted by the Company;
(b) it understands all risks, difficulties, contingencies and other matters relating to performing the Services and the terms and conditions of this Agreement and is able to comply with the same;
(c) it has the resources, skill, competence, expertise, experience, knowledge and ability necessary to supply the Services and Products in accordance with this Agreement;
(d) it will provide all necessary on-site and off-site personnel needed to ensure it effectively meets its obligations under this Agreement;
(e) the personnel engaged by the Supplier in the performance of this Agreement are duly qualified to and will perform their obligations in a careful, skilful and diligent manner; and
(f) it will have or will at its expense acquire all licences, permission, permits or authority required to perform the Services and supply the Products, including all intellectual property rights needed.
Schedule 4 – Description of Services
1. The Supplier must appoint a dedicated Account Manager to administer the day to day operations of the account and provide a primary contact point for the relevant Company Production Department.
2. The Account Manager shall liaise with the Company regarding all matters which are likely to have an impact on the performance of the Contract.
3. The Account Manager shall make themselves available to meet at a frequency agreed with the Company to discuss the performance of this Contract and any issues
4. All other services ancillary to the performance of the Services.
5. All other services agreed between the parties from time to time.
Schedule 5 – Special Conditions
The supplier must comply with the following:
1. Dispute Resolution Process
a) If there is a dispute in connection with this Agreement the parties will take the steps set out in this Schedule to seek to resolve the dispute before taking legal proceedings.
b) If a party believes a dispute has arisen in connection with this Agreement that party will give written notice to the other party, adequately identifying and providing details of the dispute.
c) On receipt of a dispute notice the parties will use their best efforts to resolve the dispute without delay, including by escalating the dispute to senior management if necessary.
d) If those efforts are unsuccessful then, no later than seven days after the dispute notice is received, the parties will meet in person at an agreed time and place in order to discuss the dispute in an attempt to resolve the dispute by negotiation.
e) This dispute resolution procedure does not prevent a party from applying to a court for urgent interlocutory relief or any relief to protect Intellectual Property Rights
f) The Company representative for the purpose of this dispute resolution process is the Merchandising Manager.
2. Confidentiality and Privacy
a) The Supplier agrees that it will not, anywhere in Australia or New Zealand use the Company’s Confidential Information to directly or indirectly solicit or endeavour to entice away from the Company, the custom, business or trade of any customer of the Company.
b) In addition, where the Supplier is authorised to provide direct delivery services to customer(s) of the Company, all information provided by the Company (including, but not limited to, customer name and contact details) may only be used for the purposes of performing those services.
c) The Supplier must also comply with applicable provisions of the Privacy Act 1998 and the National Privacy Principals.
Schedule 6 – Winc Ethical Sourcing Policy
At Winc Australia Pty Limited (‘Winc’), we are committed to doing the right thing. Therefore we have based our code on a core set of values to ensure our high standards are maintained throughout our supply chain, and that our suppliers will work with us in sharing our values to have a positive impact on the world we all share.
Our Winc Ethical Sourcing Policy is guided by the UN Human Rights Declaration, the ILO Convention on labour standards and the Ethical Trading Initiative Base Code which sets out key requirements to be followed by our suppliers as a condition of doing business with Winc. The policy must be implemented in conjunction with local applicable laws and will be regularly audited during inspections.
This policy applies to all parties that manufacture, assemble, or distribute any product or package bearing a Winc or licensed brand, all National Brand product providers, and all organisations that provide overhead and operational products and services to Winc and its subsidiaries, related bodies corporate, affiliates, franchisees, joint venture partners and agents.
2.1 Labour Standards
Winc is dedicated to ensuring a fair and safe working environment as a fundamental right for all employees within our business and across our supply chain.
Winc expects suppliers to adopt sound labour practices and to treat their employees fairly in accordance with local laws and regulations regarding labour and employment. Winc expects its suppliers to adhere to the following requirements:
Employment is freely chosen
Choice of employment is a basic human right, and as such Winc respects and supports the right for all employees to freely choose their employer.
Suppliers will not use forced, bonded, or involuntary prison labour. Workers are not required to lodge “deposits” or their identity papers with the employer and are free to leave once their shift ends or after giving their employer reasonable notice. Before entering into employment, employers are to provide workers with understandable information about their rights, responsibilities, and employment conditions.
Involuntary or Bonded labour
We proudly support the legal right to work, and will not accept the use of any forms of forced labour in our supply chain.
Under the ILO Convention No.29, forced labour is work that is not offered voluntarily by the worker and is demanded under the threat of a penalty. Examples of these threats of a penalty include, but are not limited to, violence, intimidation, retention of identity papers, threats of deportation, or accumulated debt.
Workers must be free to leave once their shift ends and free to leave their employment after reasonable notice. Workers should only be employed if they have a legal right to work.
Freedom of association
Suppliers shall respect the rights of workers to associate, organise and bargain collectively in a legal and peaceful manner. Suppliers shall ensure that employee representatives are not discriminated against and have access to carry out their representative functions in the workplace.
Where the right to freedom of association and collective bargaining is restricted under law, suppliers must not hinder the development of parallel means for independent and free association and bargaining.
Children, Young workers
At Winc, we value every child’s right to education and safe and dignified childhood.
International Labour Organisation (“ILO”) Convention No.138 states that a child is a person under the age of 15. Following these conventions, no child under the age of 15 is permitted to work in the Winc supply chain, unless there is a concession in their local/national law. If there is a concession in the local/national law that permits a child to be employed below the age of 15, that age can be followed, and if the law states an age above the age of 15, that must be followed. Suppliers shall verify the age of their workers and maintain copies of their workers’ proof of age. We expect our suppliers to ensure that young workers do not work at night or in conditions which compromise their health, safety or moral integrity.
At Winc, we acknowledge the significance of ensuring all employees are entitled to fair pay.
Suppliers shall provide wages and benefits that comply with all local laws and regulations or match prevailing local manufacturing or industry rates, whichever is higher. Overtime pay shall be calculated at the legally required rate, regardless of whether workers are compensated hourly or by piece rate. Wages must be paid in full and on time.
All working hours will comply with national laws and benchmark industry standards, whichever affords greater protection. Overtime work should be voluntary, and overtime should not be requested on a regular basis. Suppliers shall guarantee workers breaks and days off in compliance with applicable law. Workers should be able to decline overtime hours without repercussions.
We care deeply about creating a positive and respectful workforce and creating equal opportunities for everyone.
Suppliers shall employ workers solely on the basis of their ability to do the job and shall not discriminate on the basis of age, gender, racial characteristics, maternity or material status, pregnancy, sexual orientation, disability, national, cultural, religious, or personal beliefs in relation to hiring, wages, benefits, termination or retirement. There shall be no inappropriate medical testing used in determining employment. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment, and verbal abuse or other forms of intimidation shall be prohibited.
To every extent possible, suppliers must ensure work performed must be on the basis of a recognised employment relationship established through national law and practice.
Obligations to employees under labour or social security laws and regulations arising from the regular employment relationship shall not be avoided through the imposed use of labour-only contracting or home-working arrangements, or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment, nor shall any such obligations be avoided through the excessive and prevalent use of fixed-term contracts of employment.
We are committed to creating an inclusive workforce that cares for the safety and wellbeing of everyone we do business with.
This means that any form of violence including both physical and verbal is strictly forbidden. Suppliers must focus on eliminating harassment and abuse from the workplace. Verbal violence can include forms of harassment such as making inappropriate sexual comments, threatening comments, or comments that can be psychologically damaging. Physical violence can include but is not limited to; touching intending to cause harm, touching intending to have sexual implications, or requiring any form of sexual favour to secure or maintain employment.
Suppliers shall only employ workers with a legal right to work, including workers obtained through an employment agency. Workers’ legal right to work must be validated by reviewing original documentation before the commencement of work. Migrant workers must not be subject to violence, intimidation, retention of identity papers, threats of deportation, or accumulated debt bondage.
Debt bondage is when a person guarantees their services as security for a debt, but those services are not applied to repay the debt, or if the length and nature of the services are not defined at the time of creating the debt. Debt bondage can include the use of recruitment fees to hiring workers, in particular migrant workers.
2.2 Health and Safety
The health and safety of all employees is a fundamental right throughout Winc’s supply chain, and everyone is entitled to a safe and clean workplace.
Suppliers shall provide a safe and hygienic working environment, including monitoring compliance with applicable legislation, regulations, and ILO standards. Suppliers should provide work health and safety training to workers and keep records.
Suppliers shall ensure that personal protective safety equipment is available and workers are adequately trained in its use. Safeguards on machinery must meet or exceed local laws, and workers shall be provided with all appropriate protective equipment.
2.3 Business Ethics
We demonstrate our honesty by refusing to participate in corrupt practices and have a strong expectation of ethical practice from our suppliers.
The offering, paying, soliciting, or accepting of bribes or kick-backs, including facilitation payments, is strictly prohibited. We expect our Suppliers to comply with all applicable laws regarding bribery and corruption including, but not limited to, the Australian Criminal Code Act, the US Foreign Corrupt Practices Act, and the UK Bribery Act.
We expect all parties that we work with to have a written anti-corruption and bribery policy and procedure in place to prevent employees or persons associated with its business from committing these offences.
The supplier must hold a valid business license and comply with all local and national laws, for operating a business.
Suppliers shall not be engaged in:
• the manufacture of arms; or
• the sale of arms to governments that systematically violate the human rights of their citizens; or where there is internal armed conflict or major tensions; or where the sale of arms may jeopardise regional peace and security.
At Winc, we acknowledge that being a large organisation it is our responsibility to make a positive impact on the environment and we must take appropriate measures to minimise the impact our business has on the environment.
Suppliers shall as a minimum comply with all applicable laws and regulations relating to the environmental impacts of their business – specifically environment, waste, water, and pollution.
Suppliers must maintain procedures for notifying local authorities in the event of an environmental accident resulting from the supplier’s operations.
3. Additional considerations.
Supplier Termination Policy
The following events are cause for termination of the Supplier’s relationship with Winc:
• Late Audits: Refusal to complete or unreasonable delay of the required Social Compliance audit. Exceptions are reviewed on a case-by-case basis by the Social Compliance Team.
• Zero Tolerance: Any findings of zero tolerance issues
A Supplier’s relationship with Winc may be suspended in the event of the following:
• Bribery of an inspector or auditor
• Forged records
• Zero tolerance finding or unresolved/consistent major findings
For minor breaches of this Ethical Sourcing Policy, suppliers will be issued with a written warning. Two written warnings will result in a suspension.
A supplier suspended under this Policy may remain inactive for a twelve (12) month period. Suppliers that are critical to the business may be reviewed for a conditional evaluation of the 12-month policy on a case-by-case basis.
Suppliers are required to complete a social compliance audit on a yearly basis. The preferred standard is a Sedex 4 pillar audit. The following audits can be accepted on a case-by-case basis after review by the Social Compliance team.
• Sedex 2 pillar
• Office Depot social compliance audit
Factories must ensure that all major and critical non-compliances are actioned through a CAP (Corrective Action Plan) in the timeframe recommended by the auditor. The CAP must be submitted to the auditor or Social Compliance team for review. The root cause, corrective action, implementation date, and supporting evidence for each finding must be provided.
4. Reporting of Potential Violations.
If there is a situation that is inconsistent with our code, it will be handled professionally and discretely.
All suppliers are expected to adhere to this Ethical Sourcing Policy and report any violations to Winc’s Hotline via the local number below or on the web at winc.com.au/hotline. All reports are kept confidential, and callers may choose to remain anonymous in their reporting.
• Australia: 1800 068 108
• New Zealand: 0800 784 241
International Toll-Free Access Lines:
• Australia +61 800 068 108
Schedule 7 – Supplier Ordering, Delivery and Packaging Instructions
Please refer to Winc Supplier Delivery Requirements and Winc Inbound Pallet Policy.
Please refer to winc.com.au/services/about-us/supplier-instructions/ from time to time for updated versions of these documents.