Strategic Stock & Serve Agreement (SSSA) Full Terms & Conditions

Purpose and Scope:

The content below outlines the complete commercial and legal terms for the Strategic Stock & Serve Agreement (SSSA). This agreement formalizes a strategic partnership, defining the Client's Annual Volume Commitment (AVC) and the reciprocal obligations for guaranteed stock holding, replenishment, and premium delivery terms.

NOTE: This webpage is for review and transparency only. The legally binding SSSA, customized with your specific pricing and volume commitment, will be provided as a final PDF document for digital signature upon acceptance of your commercial proposal.

Section 1: The Strategic Stock & Serve Agreement (SSSA)

1.1 Scope of Agreement: This SSSA governs the commercial relationship between PackMentor and the Client concerning the long-term manufacture, dedicated stock holding, and call-off of the Client’s agreed-upon packaging specifications.

1.2 Incorporation of Terms: This SSSA incorporates by reference the Unit Price defined in the accepted Costed Proposal and supersedes all prior agreements, oral or written, concerning the subject matter herein.

1.3 Term: This Agreement shall commence on the Effective Date and remain in effect for an initial period of Twelve (12) Months (the "Agreement Term"). The Agreement will automatically renew for subsequent twelve-month periods unless either party provides written notice of non-renewal sixty (60) days prior to the term expiration.

Section 2: Client Commitment and Product Specification

2.1 Product Specification: The agreed-upon Unit Price is based on the final packaging specifications, including materials, dimensions, and print requirements as detailed in the accepted Costed Proposal.

2.2 Annual Volume Commitment (AVC): The Client agrees to purchase and consume a minimum Annual Volume Commitment (AVC) of units over the Agreement Term, as specified in the Costed Proposal.

2.3 Quarterly Volume Commitment (QVC): The AVC is divided into a minimum Quarterly Volume Commitment (QVC). The Client must call off this minimum QVC within any three (3) month period to maintain the strategic Unit Price.

Section 3: Inventory Management and Call-Off Rules

3.1 Stock Holding Period: PackMentor guarantees to hold the committed Production Quantity for the Client for a maximum period of Six (6) Months from the Date of Manufacture, free of any dedicated holding fees.

3.2 Ownership of Goods: The goods remain the property of PackMentor until called off and paid for by the Client. Risk of loss or damage transfers to the Client upon dispatch from PackMentor's facility.

3.3 Delivery Lead Time: The standard guaranteed call-off lead time for stock is 2 Business Days or Weekly Scheduled Delivery. The Next-Day Premium Service is available for an additional charge (See Clause 4.4).

Section 4: Financial & Penalty Clauses

4.1 Stock Holding Term & Review: The maximum guaranteed period PackMentor will hold the committed Production Quantity for the Client, free of additional charge, is Six (6) Months from the Date of Manufacture.

4.2 Over-Term Holding Fee: If the Client fails to call off stock, renew the SSSA, or confirm disposal within Seven (7) Months of the Date of Manufacture, the remaining stock will be subject to an Over-Term Holding Fee, calculated monthly in arrears at 2.5% of the total manufacturing value of the remaining held stock.

4.3 Disposal & Destruction: PackMentor reserves the right to dispose of stock that remains uncalled-off after Twelve (12) Months from the Date of Manufacture. A fixed fee of £150.00 per pallet (or part thereof) will be applied to cover certified destruction and logistics.

4.4 Premium Logistics: The Unit Price is based on the Standard Call-Off Lead Time (2 Business Days or Weekly). The Next-Day Delivery Premium Service is available, and a premium of 15% of the standard freight charge will be applied to that delivery's invoice.

Section 5: Replenishment and Production Scheduling

5.1 Quarterly Volume Commitment (QVC): The Unit Price is conditional upon the Client meeting the agreed-upon QVC (minimum total unit volume called off within any three (3) month period).

5.2 Stock Replenishment: PackMentor will manage stock levels. When held stock falls to the Re-Order Stock Trigger Level (specified in the Costed Proposal), PackMentor will automatically initiate production of the Replenishment Quantity (ROQ).

5.3 Minimum Call-Off Quantity (MCOQ): The minimum quantity for any single call-off is the MCOQ. Any call-off below the MCOQ may be subject to a Small Order Surcharge.

5.4 Failure to Meet QVC Penalty: If the Client fails to meet the QVC, a QVC Penalty Fee equal to 5% of the total manufacturing value of the uncalled-off volume (QVC minus Actual Call-Off Volume) will be invoiced upon the conclusion of that QVC period.

Section 6: Termination & Dispute Resolution

6.1 Termination for Cause: Either party may terminate this Agreement by providing written notice if the other party breaches a material term and fails to remedy that breach within thirty (30) days.

6.2 Termination for QVC Failure: PackMentor may initiate termination of the SSSA if the Client fails to meet the QVC twice within any four (4) quarter period, subject to thirty (30) days written notice.

6.3 Obligation upon Termination: Upon termination, the Client must call off all remaining stock within sixty (60) days, paying the agreed Unit Price. Failure to do so will result in disposal and invoicing according to Clause 4.3.

6.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

All payment terms and credit limits are subject to PackMentor's ongoing financial assessment of the Client's account status and are subject to immediate review should the account fall outside the agreed term