TERMS OF BUSINESS
TERMS AND CONDITIONS OF SALE
1.1 In these Conditions:
“Buyer” means the person who purchases Products from the Seller subject to these
“Conditions” means the terms and conditions of sale set out in this document;
“Contract” means any agreement between the Seller and the Buyer for the sale and purchase of the Products incorporating these Conditions;
“Delivery Address” means the address for delivery of the Products which shall be the Buyer’s principal place of business unless otherwise agreed by the Seller and Buyer in writing;
“Estimated Delivery Date” means any estimated delivery date for Products indicated by the Seller to the Buyer;
«Incoterms» means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
«Intellectual Property Rights» means all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information;
“Products” means the goods which the Seller is to supply to the Buyer in accordance with these Conditions; and
“Seller” means SELLER INDUSTRIES NETWORK LIMITED, a company registered with company number 11325193 whose registered office is at Whitebrook Park, Lower Cookham Road, Maidenhead, Berkshire SL6 8XY.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Conditions.
2 BASIS OF SALE
2.1 Subject to any variation under condition 2.4, these Conditions apply to all Contracts to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 Each order or acceptance of a quotation for Products by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Products subject to these Conditions.
2.3 No variation to these Conditions shall be binding unless made in writing and signed on behalf of both the Buyer and the Seller specifying:
2.3.1 which clause is to be varied; and
2.3.2 full details of such variation.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Products to the Buyer.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in writing. In entering into a Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.6 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 SALE AND PURCHASE
3.1 The Buyer agrees to purchase the Products from the Seller and the Seller agrees to sell the Products to the Buyer.
3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with the written agreement of the Seller and provided that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Seller, subject to the Seller taking all reasonable steps to mitigate any such loss.
4.1 The Buyer shall ensure the accuracy of any order (including any applicable specification) submitted by the Buyer.
4.2 If the Products are to be manufactured or any process is to be applied to the Products by the Seller in accordance with any specification given by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
4.3 The Seller reserves the right to make any changes in the specifications of the Products which are required to conform with any applicable safety or other requirements or which do not materially affect their quality or performance.
5.1 If the Products are to be delivered outside the EU:
5.1.1 the Buyer shall collect the Products from the Seller’s premises or such other location as may be advised by the Seller prior to delivery («Delivery Location») within 3 Business Days of the Seller notifying the Buyer that the Products are ready;
5.1.2 delivery of the Products shall be completed on the Products’ arrival at the Delivery Location; and
5.1.3 the Seller shall endeavour to deliver the Products to the Delivery Location on or around the Estimated Delivery Date but the Buyer acknowledges that this is a non-binding estimate only and time shall not be of the essence of the Contract. If no dates are so specified, delivery shall be within a reasonable time.
5.2 Unless the Products are to be delivered outside the EU (in which case clause 5.1 shall apply), the Seller shall endeavour to deliver the Products to the Buyer at the Delivery Address on or around the Estimated Delivery Date but the Buyer acknowledges that this is a non-binding estimate only and time of delivery shall not be of the essence of the Contract. If no dates are so specified, delivery shall be within a reasonable time.
5.3 The Seller shall be entitled to deliver the Products in instalments in which case each instalment shall be treated as an entirely separate Contract and any default or breach by the Seller in respect of any such instalment shall not entitle the Buyer to cancel any other instalment or treat the Contract as a whole as repudiated.
5.4 The Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the Seller’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days
5.5 For orders in excess of 500 Product units, if the Seller delivers to the Buyer a quantity of Products up to 1% more or less than the quantity accepted by the Seller, the Buyer shall not be entitled to object to or reject the Products or any of them by reason of the surplus or shortfall.
5.6 The quantity of any consignment of Products as recorded by the Seller on despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.7 The Seller shall not be liable for any non-delivery of Products (even if caused by the Seller’s negligence) unless the Buyer gives notice to the Company of the non-delivery within seven days of the date when the Products would in the ordinary course of events have been received.
5.8 Any liability of the Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
5.9 If for any reason the Buyer fails to accept delivery of any of the Products or the Seller is unable to deliver the Products because the Buyer has not provided appropriate instructions, documents, licences or authorisations, then, without prejudice to any other right or remedy available to the Seller:
5.9.1 risk in the Products shall pass to the Buyer (including loss or damage caused by the Seller’s negligence);
5.9.2 the Products shall be deemed to have been delivered;
5.9.3 the Seller may store the Products until actual delivery is made and charge the Buyer for the costs (including insurance) of storage;
5.9.4 the Seller may sell the Products at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract; and
5.9.5 the Seller shall be entitled to charge interest (both before and after judgment) on the price payable for the Products under the Contract at 4% over the base rate from time to time of the Bank of England from the Estimated Delivery Date to the date of actual delivery.
5.10 The Buyer shall not be entitled to return to the Seller any Products which the Seller has or has had manufactured or sourced specifically to comply with an order placed by the Buyer under any circumstances other than pursuant to the provisions of clause 9 below. The Buyer shall not be entitled to return any Products unless the Seller has given its written permission to the Buyer prior to such return and the Products so returned are accompanied by a note of the reference number given to the Buyer by the Seller in respect of such Products. In such event, the Seller shall refund the price paid by the Buyer in respect of such Products, less a handling charge of 20% of the price paid in respect of such Products, with a minimum charge of £25.00 per return. All costs relating to the return of Products are the Buyer’s responsibility.
6 PRICES AND PAYMENT
6.1 Unless otherwise agreed by the Seller in writing, the price of the Products shall be the price set out in the Seller’s published price lists on the date of the Contract less any applicable discount at the time the order is accepted.
6.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond its control, any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
6.3 Unless otherwise agreed by the Seller in writing, all prices include packaging costs, but the Buyer shall be liable to pay the Seller’s charges for insurance (as notified to the Buyer by the Seller) and for the Seller’s delivery charges as set out below.
|Delivery destination||Total price of Products ordered (after the deduction of any applicable discounts but before the addition of VAT and any other applicable taxes)||Small order/delivery charge||Standard shipping terms|
Within the UK
Less than £100
£100 or more
Outside the UK but within the EU
Less than €250
€250 or more
|Outside the EU||
Less than €250
Less than $250
6.4 The purchase price of the Products is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
6.5 The Seller shall be entitled to invoice the Buyer for all amounts due under the Contract on or at any time after delivery or deemed delivery of the Products.
6.6 Unless otherwise agreed in writing, the Buyer shall pay all invoices in full and without any deduction or set off (whether in relation to such invoice or otherwise) by bank transfer on or before the last working day of the month following the month in which the invoice was issued.
6.7 Time for payment shall be of the essence of each Contract.
6.8 No payment shall be deemed to have been received until the Seller has received clear funds and all payments shall be applied to invoices and to Products listed in such invoices in the order determined in its discretion by the Seller.
6.9 All payments payable to the Seller under a Contract shall become due immediately on its termination despite any other provision.
6.10 Payments shall be made in the same currency as that of the invoice. Prior authorisation is required for payment in any currency other than the currency invoiced.
6.11 If full payment is not received by the Seller by the due date then without prejudice to any other remedy it may have, either at common law or under condition 12 of these Conditions, the Seller shall be entitled:
6.11.1 to cancel the Contract or suspend any further deliveries of Products to the Buyer under that or any other Contract;
6.11.2 to sue for the entire price of the Products; and or
6.11.3 to charge interest and costs (both before and after any judgment) at the rate of 4% over the base rate from time to time of the Bank of England on the outstanding balance; and/or
6.11.4 to require the immediate return to the Seller of all goods agreed to be sold by the Seller to the Buyer in which the property has not passed to the Buyer in accordance with the provisions of condition 12 below and the Buyer hereby agrees to reimburse to the Seller upon demand for the Seller’s costs or expenses in recovering such goods.
7 EXPORT TERMS
7.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
7.2 Where the Products are supplied for export from the United Kingdom, the provisions of this condition 7 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
7.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.
7.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Products shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
7.5 The Buyer shall be responsible for arranging for testing and inspection of the Products at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
7.6 Unless otherwise required by the Seller, payment of all amounts due to the Seller shall be made by irrevocable letter of credit, in a form acceptable to the Seller, to be opened by the Buyer in favour of the Seller and confirmed by a bank in the United Kingdom acceptable to the Seller within 14 days after the Contract is concluded.
8.1 The Seller may, from time to time, supply the Buyer with loan or demonstration equipment («Equipment»). The ownership of the Equipment shall remain with the Seller but risk in the Equipment shall pass to the Buyer on delivery. The provisions of condition 12 shall apply to the Equipment.
8.2 The Seller reserves the right to invoice the Buyer in accordance with the Seller’s published price list from time to time for any Equipment which the Buyer fails to return to the Seller within a reasonable timescale following the request by the Seller for the return of such Equipment.
9.1 The Seller warrants that the Products will be, on delivery and for the period stated in condition 9.3, of satisfactory quality within the meaning of the Sale of Goods Act 1979 and be reasonably fit for any particular purpose for which the Products are being bought provided the Buyer had made known that purpose to the Seller in writing and the Seller confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller, PROVIDED THAT:
9.1.1 the Seller shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Buyer;
9.1.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence by the Buyer or persons using the Products, abnormal working conditions, failure to follow the Seller’s written instructions or misuse or alteration or repair of the Products without the Seller’s approval;
9.1.3 the Seller shall be under no liability if the total price of the Products has not been paid by the due date for payment;
9.1.4 any such defect in or failure to meet any such specification by the Products shall be notified to the Seller in writing as soon as reasonably practicable after the Buyer discovers such defect or non-conformity; and
9.1.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer to the Seller.
9.2 The Seller shall not be liable for a breach of any of the warranties in condition 9.1 unless:
9.2.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and
9.2.2 the Seller is given a reasonable opportunity after receiving notice of examining such Products and the Buyer (if asked to do so by the Seller) returns the Products to the Seller’s place of business at the Seller’s cost for the examination to take place.
9.3 The warranty periods are as follows unless otherwise stated by the Seller:
|Product||Warranty period (from date of delivery)|
|Rechargeable batteries||6 months|
|All other products||12 months|
9.4 In the event of any valid claim under clause 9.1 above being made by the Buyer, the Seller shall at its option replace or repair the Products (or the defective part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Products (or a proportionate part of the price as appropriate) provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return to the Seller the Products or the part of such Product which is defective.
10 LIMITATION OF LIABILITY
10.1 Subject to condition 10.3, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these conditions, including any deliberate breach of these conditions by a party, or its employees, agents or subcontractors;
10.1.2 any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Seller:
10.3.1 for death or personal injury caused by the Seller’s negligence; or
10.3.2 for any Claim under condition 11; or
10.3.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
10.3.4 for any intentional repudiatory breach; or
10.3.5 for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
10.4.2 the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 Unless otherwise agreed between the parties, all Intellectual Property Rights in and to the Products belong to the Seller and/or its licensors.
11.2 The Buyer shall not modify, adapt, develop, reverse engineer, decompile, or disassemble any Products except to the extent that it’s right to do so cannot be excluded under applicable law.
11.3 Software forming part of, loaded within or associated with the Products is proprietary to the Seller and may not be copied, used or supplied to any third party without the Seller’s prior written consent.
11.4 The Seller shall at its expense defend any action against the Buyer and pay all damages and costs awarded against the Buyer (except to the extent that the Buyer is entitled to recover such sums under any policy of insurance) based on a claim that any of the Products constitute an infringement of any Intellectual Property Rights or misuse any confidential information belonging to any third party (a «Claim”)
11.4.1 the Seller shall be notified promptly in writing by the Buyer of any notice of a Claim;
11.4.2 the Seller shall have the sole control of the defence of any action on a Claim and all negotiations for settlement or compromise;
11.4.3 the Buyer shall allow its name to be used in proceedings if necessary and provide all reasonable assistance in defending any action; and
11.4.4 the Buyer shall take all steps reasonably possible to mitigate or reduce any damages and costs which may be awarded against it as a result of a Claim.
11.5 If a Claim is successful or the Seller considers that it is likely to be successful, the Seller may, at its option or as part of a settlement or compromise, modify the Products so that they are non-infringing or terminate the Contract in so far as it applies to those Products subject to the Claim, in which latter case the Seller shall refund to the Buyer the price paid for such Products less depreciation on a straight line basis over the life of the Products as determined by the Seller.
11.6 In no event shall the Seller have any liability under this condition 11 with respect to any Claim based on the use of the Products in combination with any other product or equipment not supplied by the Seller.
11.7 This condition 11 states the entire obligation and liability of the Seller with respect to infringement of Intellectual Property Rights.
12 RISK AND TITLE
12.1 Risk of damage to or loss of the Products shall pass to the Buyer on delivery or deemed delivery under these Conditions.
12.2 Notwithstanding delivery and the passing of risk in the Products, or any other provisions of these Conditions, the ownership of the Products shall not pass to the Buyer and shall be retained by the Seller until the Seller has received in full, in cleared funds, all sums in respect of the Products and all other sums which are or which become due from the Buyer on any account.
12.3 Until ownership of the Products has passed to the Buyer, the Buyer shall:
12.3.1 hold all goods owned by the Seller on a fiduciary basis as the Seller’s bailee;
12.3.2 store them in such a way that they are clearly identifiable as the Seller’s property;
12.3.3 maintain records of such goods, identifying them as the Seller’s property; and
12.3.4 keep them in satisfactory condition, properly stored, protected and insured.
12.4 The Buyer shall be entitled to resell or use such goods in the ordinary course of its business before ownership has passed to it but shall account to the Seller in respect of the proceeds of sale or otherwise of such goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any other monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly identified, stored, protected and insured.
12.5 The Buyer shall maintain records of the persons to whom it sells or disposes of such goods and of the payments made by such persons for such goods and will allow the Seller to inspect these records and the goods themselves on request. The Seller shall be entitled to trace the proceeds of sale or otherwise of such goods.
12.6 For the avoidance of doubt, the Products and all other goods supplied to the Buyer by the Seller which are in the Buyer’s possession shall be presumed to belong to the Seller unless the Buyer can prove otherwise.
12.7 The Buyer’s right to possession of the Products shall terminate immediately if:
12.7.1 the Seller has a right to terminate the Contract under condition 14.1 (irrespective of whether the Seller terminates the Contract); or
12.7.2 the Buyer encumbers or in any way charges any of the Products.
12.8 Until such time as the property in any Products owned by the Seller passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up such Products to the Seller. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
12.9 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller. But if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
12.10 On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this condition 12 shall remain in effect.
13 LAWS AND REGULATIONS
The Buyer shall comply with all laws and regulations relating to the ownership and use of the Products including health and safety requirements.
14.1 The Seller shall, without limiting any other right or remedy available to it, be entitled to suspend any further deliveries under and/or terminate the Contract forthwith by notice in writing to the Buyer if the Buyer:
14.1.1 commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or
14.1.2 (being a company) is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrator, administrative receiver or similar officer is appointed over all or a substantial part of the undertaking or assets of the Buyer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Buyer (whether by the presentation of a winding up petition or otherwise) or for the making of an administration order (other than for the purposes of reconstruction or amalgamation); or
14.1.3 (being an individual) is unable to pay his debts within the meaning of s.268 of the Insolvency Act 1986 or a petition is presented for his bankruptcy or the Buyer makes an arrangement or compromise for the benefit of his creditors whether pursuant to the provisions of Part VIII Insolvency Act 1986 or otherwise; or
14.1.4 (being a partnership) is unable to pay its debts or a petition is presented for the winding up of the Buyer under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Buyer’s partners and presented by creditors or by the partners themselves or such a petition is presented in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Buyer enters into any composition, scheme of arrangement or voluntary arrangement including the business and assets of the Buyer or the share of any partner or in the event of any action for a partnership account and/or a winding up of or a dissolution of the Buyer under the Partnership Act 1890 or if any of the states of affairs or events described in condition 14.1.3 exist or occur to or in relation to any of the partners or if the Buyer is dissolved; or
14.1.5 ceases or threatens to cease to carry on business: or if the Seller reasonably apprehends that any of such events is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14.2 In the event of termination by the Seller pursuant to clause 14.1 above then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under it without any liability to the Buyer and, if the Products have already been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Seller shall be entitled to charge interest (both before and after any judgment) at the rate of 4% over the base rate from time to time of the Bank of England from the time of such cancellation or suspension until the Seller receives payment.
15.1 Subject to clause 15.3, any notice required to be given under any Contract, shall be in writing and shall be delivered personally, or sent by pre-paid recorded delivery (or, for notices sent internationally, international registered post) or sent by fax or email to the other party’s address, fax number or email address, as appropriate, as specified by the relevant party by notice in writing to the other party.
15.2 A notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by post shall be deemed to have been received at the time when it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
15.3 A notice to terminate a Contract shall not be validly given if sent by email.
16.1 The Seller may assign the Contract or any part of it to any person, firm or company.
16.2 The Contract is personal to the Buyer and the Buyer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the Seller’s prior written consent.
17 FORCE MAJEURE
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.
18 Confidential Information
18.1 Any written, electronic or oral information/technology received by Buyer pursuant to this Agreement which is delivered by Seller to Buyer shall be deemed «Confidential Information,» which is the sole property of Seller. Confidential Information shall specifically not include
18.1.1 information which, on the date of disclosure, becomes generally available to the public, other than as a result of a disclosure, directly or indirectly, by the Buyer or any of its agents or representatives, or
18.1.2 became available to the Buyer on a non-confidential basis from a source other than Seller, which source was not itself bound by a confidentiality agreement with Seller.
18.2 Buyer shall not:
18.2.1 disclose any Confidential Information to any person other than Buyer’s employees and with respect to such employees, only to the extent necessary to perform the obligations under general conditions.
18.2.1 not make use of any Confidential Information except to the extent necessary to perform the obligations.
18.2.3 impose these obligations on anyone to whom it discloses the Confidential Information. Buyer will return all copies of Confidential Information to Seller upon the termination, for any reason, of this Agreement. Without limiting the generality of the foregoing, Buyer shall not copy, modify, translate, disassemble, decompile or reverse engineer any Product, in whole or in part, except as authorised in writing by Seller. The parties acknowledge that any breach of this provision shall cause irreparable injury to Seller.
19 Personal Data Protection
19.1 Buyer acknowledges that it may receive from Seller personally identifiable information pertaining to customers and potential customers (“Personal Data”). In no event shall Seller and Buyer be jointly responsible for, or be deemed joint controllers of, such Personal Data. Unless the parties otherwise agree in writing, the Buyer and Seller acknowledge that Seller is a controller of the Personal Data it discloses to Buyer, and that Buyer will process that Personal Data as a separate and independent controller.
19.2 Buyer shall use, disclose, and otherwise process Personal Data only for the purposes for which Seller provided the Personal Data and/or in accordance with applicable data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) (as may be amended, superseded or replaced), all other supplemental or implementing laws relating to data privacy in the relevant European member state, and all analogous privacy laws of other countries. Buyer shall take measures necessary or required to ensure that a transfer of Personal Data to a third party or outside of the jurisdiction where Buyer received the Personal Data is in compliance with applicable data protection laws.
19.3 Buyer shall implement appropriate technical and organizational measures to protect the Personal Data from (i) accidental, unauthorized, or unlawful destruction; and (ii) loss, alteration, unauthorized disclosure of, or access to the Personal Data. Buyer shall promptly notify Seller of any inquiry, communication, request, or complaint relating to Buyer’s processing of the Personal Data transferred to it under this Agreement, which is received from: (i) any governmental, regulatory or supervisory authority; (ii) and individual to whom the Personal Data pertains; or (iii) any other person or entity.
20 Anti-bribery Compliance
20.1 The Buyer shall:
21.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the United Kingdom Bribery Act 2010 («Relevant Requirements»);
21.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the United Kingdom Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
21.1.3 have and shall maintain in place its own policies and procedures, including adequate procedures under the United Kingdom Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
20.2 For the purpose of this Article 21, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the United Kingdom Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Article 14, a person associated with the Buyer includes but is not limited to any agent, delegate or subcontractor of the Buyer.
The Seller reserves the right to revise and amend these Conditions from time to time. Each Contract will be subject to the conditions in force at the time that Products are ordered if the Seller notifies the Buyer of the change to these Conditions before confirming the order (in which case the Seller shall assume that the Buyer has accepted the change to the Conditions, unless the Buyer notifies the Seller to the contrary).
Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
22.1 If any provision of the Contract or these Conditions are found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract or these Conditions and the remainder of such provision shall continue in full force and effect.
22.2 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
22.3 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
22.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
22.5 These Conditions and any dispute or claim arising out of or in connection with them or its subject matter shall be governed by and construed in accordance with English law.
22.6 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or its subject matter (but the Seller shall be entitled to enforce any judgement obtained in an English Court in the courts of another relevant jurisdiction).
TERMS AND CONDITIONS OF PURCHASE
1.1 In these terms and conditions the following words or expressions shall have the following meanings unless the context otherwise requires:
IDEAL INDUSTRIES Networks Ltd,. a company incorporated in England with registered number 11325193 and whose registered office is at Stokenchurch House, Oxford Road, Stokenchurch, Bucks HP14 3SX.
the goods described overleaf whether raw materials, components, finished products or services and where the context so admits includes any individual item(s) thereof.
the person named overleaf as Supplier of the Goods and where the context so admits includes the officers, employees and agents of the Supplier.
all or any quotation, invitation, invoice offer or acceptance or other document issued by the Supplier relating to the Goods.
the price stated overleaf is the purchase price of the goods.
“Anticipated Delivery Date”
the date stated overleaf or agreed by IDEAL as the date for delivery of the Goods hereunder.
the date on which the Goods are actually delivered to the delivery address stated overleaf during normal business hours.
a period of 12 consecutive months commencing on the Delivery Date.
1.2 Condition headings are included for convenience only and are not to be taken into account in construing the Conditions to which they relate.
2.1 Any contracts between IDEAL and the Supplier for the purchase of Goods by IDEAL (and any quotation invitation offer and acceptance relating thereto) shall automatically incorporate these terms and conditions and the performance specifications (if any) furnished by the Supplier to IDEAL in respects of the Goods. The terms and conditions contained herein shall prevail over any other terms and conditions incorporated in or attached to the Supplier’s Documents or contained in any oral intimation and any other terms or conditions shall not form part of the contract between IDEAL and the Supplier unless expressly agreed in writing, signed on behalf of both the Supplier and IDEAL specifically in pursuance of this Condition 2.
2.2 No waiver or variation of any of these terms and conditions shall be effective unless it is in writing and signed by or on behalf of both the Supplier and IDEAL and stated to be made specifically in pursuance of this Condition 2. Any such waiver or variation shall be effective for the purposes of that particular transaction only and all other terms and conditions herein shall remain in full force and effect.
3 Purchase Price
The Purchase Price includes the Supplier’s costs of transporting the Goods to the delivery address stated overleaf and insuring it in the course of transit to such delivery address but does not include value added tax or any other similar or substituted tax imposed by the reference to the sale of the Goods hereunder
4 Delivery, title and risk
4.1 In no circumstances shall the Delivery Date be more than (7) days beyond the Anticipated Delivery Date and IDEAL shall, without prejudice to its rights under Condition 7.1, be entitled to cancel this contract in the event that the Supplier breaches its obligation under this condition and for this purpose.
4.2 The Supplier shall deliver the Goods to the delivery address stated in the purchase contract during normal business hours.
4.3 All advice notes, dispatch notes and invoices must refer to the IDEAL Order Number to which they apply.
4.4 Title of the Goods (both legal and beneficial) shall pass to IDEAL on the Delivery Date. The goods shall in all respects be at the risk of the Suppliers until the Goods have been successfully off loaded at the delivery address to the satisfaction of IDEAL.
5.1 All drawings and other documents or things supplied by IDEAL will, unless otherwise agreed in writing, remain the property of IDEAL and will be returned to IDEAL immediately on request and they and the terms of this contract shall be treated by the Supplier as confidential and shall not be communicated to any other person or used by the Supplier for any purpose other than in connection with this contract.
5.2 Goods manufactured by the Supplier to, or based upon, an IDEAL design must not be sold, hired or otherwise disposed of to any other person without the prior written authority of IDEAL and the Supplier must refer to IDEAL for all enquiries received for such Goods.
6.1 The Supplier warrants to IDEAL that:
6.1.1 On the Delivery Date IDEAL will acquire title to the Goods free from all liens, charges and encumbrances.
6.1.2 If the Goods are used in accordance with the operating instructions (if any) notified by the Supplier to IDEAL in connection herewith and maintained in accordance to the maintenance instructions (if any) so notified they will during the Warranty Period fulfil the performance specifications referred to in Condition 2.1 and be free from defects in materials or workmanship.
6.1.3 Subject to fair wear and tear and without prejudice to the rights of IDEAL under Condition 7.1 it shall replace the Goods which are found to be defective through faulty workmanship or materials free of charge or refund the purchase price of the Goods at IDEAL’s option during the Warranty Period. All reasonable expenses of IDEAL in returning the Goods will be promptly refunded to IDEAL in the event that the Equipment is found to be so defective. IDEAL shall be under no obligation to return the Goods if it is impractical to do so.
7.1 The Supplier shall keep IDEAL indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by IDEAL as a result of or in connection with:
7.1.1 any claim made against IDEAL by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the contract by the Supplier, its employees, agents or subcontractors; and IDEAL
7.1.2 any claim brought against IDEAL for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
7.1.3 any claim brought against IDEAL as a result of non-compliance by the Supplier with the provisions of the Health and Safety at Work Act 1974 and the regulations and codes of practice issued thereunder from time to time and any statutory modification or re-enactment thereof for the time being in force so far as the same may be applicable.
7.2 This Condition 7 shall survive termination of any contract which incorporates these terms and conditions.
7.3 The Supplier acknowledges that it is in a better position than IDEAL to ascertain the risk of any defect appearing in the Goods and any damage which may result therefrom and the safety of the Goods when properly used and to prevent delay in delivery of the Goods to IDEAL and the infringement of intellectual property rights belonging or allegedly belonging to third parties and THE SUPPLIER ACKNOWLEDGES THAT THE INDEMNITIES CONTAINED IN THESE TERMS AND CONDITIONS ARE IN ALL CIRCUMSTANCES REASONABLE.
8 Default by Supplier
8.1 If the Supplier shall make any default in or commit any breach of its obligation to IDEAL or if before the Delivery Date it shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be made against it or if the Supplier is a limited company and before the Delivery Date a resolution is passed for its winding up or liquidation or a petition is presented to a court for its dissolution, winding up or liquidation or there is appointed a receiver of the Suppliers then IDEAL shall be entitled (without prejudice to any other right it may have) to rescind each and every contract between IDEAL and the Supplier.
9 Force Majeure
9.1 Neither IDEAL nor the Supplier shall be liable for any failure by it to perform or delay any obligation herein undertaken by it caused by any act of God, war, Government action, storms, fire, tempest, strike, lock-out or any other circumstances beyond its reasonable control.
10 Governing Law
The contract shall be deemed to have been made in England and its interpretation and performance shall in all respects be governed by English law.
11 Anti-Bribery compliance
11.1 The Supplier shall:
11.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 («Relevant Requirements»);
11.1.2 comply with any policies regarding ethics and anti-bribery that IDEAL may supply to the Supplier from time to time;
11.1.3 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
11.1.4 have and shall maintain in place throughout the duration of the relevant contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
11.1.5 promptly report to IDEAL any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the supply of Goods in accordance with these terms and conditions; and
11.1.6 immediately notify IDEAL in writing if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier, and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of each contract which is subject to these terms and conditions.
11.2 Breach of this Condition 11 by the Supplier shall be deemed a serious breach for the purpose of Condition 8.1.
11.3 The Supplier shall ensure that any person associated with the Supplier who is providing Goods to IDEAL does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Condition 11 («Relevant Terms»). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to IDEAL for any breach by such persons of any of the Relevant Terms.
11.4 For the purpose of this Condition 11, the meaning of «adequate procedures» and «foreign public official» and whether a person is «associated» with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Condition 11, a person associated with the Supplier includes but is not limited to any agent, delegate or subcontractor of the Supplier.
SUPPLIER CODE OF CONDUCT
IDEAL INDUSTRIES, INC. (IDEAL) is committed to conducting business in an ethical and honest manner, and in a way that promotes corporate social and environmental responsibility. This includes responsible supplier selection by conducting business with suppliers who share IDEAL’s commitment to integrity. We understand that the business practices and actions of a supplier may impact or reflect upon IDEAL. Therefore, IDEAL requires its suppliers (Suppliers), their employees, agents and sub-suppliers to operate in accordance with the principles and ethical standards contained in the Supplier Code of Conduct (“Supplier Code” or “Code”).
The Supplier Code sets forth detailed standards and expectations for each Supplier concerning labor and human rights, health and safety, environmental protection, business ethics, and management practices.
IDEAL Suppliers shall conduct their business activities in full compliance with the applicable laws and regulations of the United States, all countries in which Suppliers are operating, and any other applicable laws. Suppliers shall ensure that products, services and shipments adhere to all applicable international trade compliance laws, rules and regulations.
Suppliers are to provide safe working conditions, treat workers with respect and dignity, act fairly and ethically, and use environmentally responsible practices wherever possible in the course of making or providing products or performing services for IDEAL. Supplier compliance with this Supplier Code will be assessed, and any violations of this Code may jeopardize the Supplier’s business relationship with IDEAL. Potential consequences for violation include termination.
LABOR AND HUMAN RIGHTS
All workers deserve a fair and ethical workplace. Workers must be treated with the utmost dignity and respect, and Suppliers shall uphold the highest standards of human rights. Accordingly, all Suppliers and other participants in IDEAL’s supply chain are expected to adhere to the following labor standards:
a) Child Labor Avoidance
Suppliers shall not use child labor. The term “child” refers to any person employed under the age of 15, or under the applicable minimum age for completion of compulsory education, or under the minimum age for employment in any particular country, whichever is greatest. The use of legitimate workplace apprenticeship programs, which comply with all laws and regulations, is supported. Workers under the age of 18 shall not perform work that is likely to jeopardize the health, safety or morals of young workers. Suppliers shall not require juvenile workers to work overtime or perform night work. Suppliers shall also comply with all other applicable laws and regulations regarding the employment of minors.
b) Voluntary Labor
Suppliers shall only use voluntary labor and shall not engage in any form of human trafficking or use any type of forced labor including slave, bonded, indentured, involuntary or prison labor. Involuntary labor includes the transportation, harboring, recruitment, transfer, receipt, or employment of persons by means of threat, force, coercion, abduction, fraud, or payments to any person having control over another person for the purpose of exploitation. All work must be voluntary and workers shall be free to leave work at any time or terminate their employment. Suppliers shall not require workers to surrender any government-issued identification, passports or other travel documentation or work permits as a condition of employment or for any other reason. Excessive fees are unacceptable and all fees charged to workers must be disclosed. Suppliers shall ensure that workers’ contracts clearly convey the conditions of employment in a language understood by the workers. Supplier shall not impose unreasonable restrictions on movement within the workplace or upon entering or exiting company-provided facilities. Suppliers shall ensure that any third-party recruitment agencies used comply with the provisions of this Code and applicable laws.
c) Freedom of Association and Collective Bargaining
As legally permitted, Suppliers shall respect rights of workers to associate freely with others, form, and join or not join labor unions or organizations of their choice, and bargain collectively, without interference, discrimination, retaliation, or harassment and shall comply with all applicable local and national laws pertaining to freedom of association and collective bargaining. In the absence of formal representation, Suppliers shall ensure that workers have a mechanism in place that facilitates open communication between management and workers and allows workers report grievances with management regarding working conditions and management practices without fear of reprisal, intimidation or harassment.
Suppliers must be committed to a workforce free of harassment and unlawful discrimination. Suppliers shall employ workers on the basis of their ability to do the job and shall not engage in discrimination against any worker on the basis of race, sexual orientation, gender identity, color, age, gender, maternity, national origin, disability, religion, ethnicity, marital status, political affiliation, or union membership, in hiring and other employment practices such as promotions, rewards and access to training. Suppliers shall not require pregnancy or medical tests, except where required by applicable laws or regulations or prudent for workplace safety, and shall not improperly discriminate based on test results.
e) Wages and Benefits
Workers should have the ability to earn fair wages, as determined by applicable local law. Suppliers must comply with all applicable wage and hour laws and regulations, including those relating to minimum wage, overtime, and other elements of compensation, and must provide all legally mandated benefits. Workers shall be paid at least the minimum legal wage or a wage that meets local industry standards, whichever is greater. Supplier shall compensate workers for overtime hours at the legal premium rate. Suppliers shall communicate pay structure and pay periods to all workers. Suppliers shall pay accurate wages in a timely manner, and wage deductions shall not be used as a disciplinary measure. Suppliers are fully responsible for the quality, performance, behavior, supervision and protection of their personnel.
f) Working Hours
Suppliers must maintain work hours in compliance with all applicable laws and regulations. Further, a workweek shall be restricted to a maximum of 60 hours, including overtime, except in emergencies or unusual situations, and workers shall take at least one day off every seven days. Suppliers shall follow all applicable laws and regulations with respect to working hours and days of rest, and all overtime must be voluntary.
g) Humane Treatment
Suppliers shall treat each worker with dignity and respect. Suppliers shall commit to a workplace free of harassment and abuse, and will not engage in, or threaten workers with, harsh or inhumane treatment, including sexual harassment, psychological harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse.
Suppliers shall provide workers with reasonably accessible and clean toilet facilities and potable water. Supplier-provided dining, food preparation, and storage facilities shall be sanitary. Worker dormitories provided by Suppliers or labor agent shall be clean and safe and provide reasonable living space with adequate heat and ventilation along with reasonable entry and exit privileges.
HEALTH AND SAFETY
a) Safe work environment
Suppliers must be committed to the safety and health of their employees and shall provide and maintain a safe work environment by minimizing physical and chemical hazards through proper design, engineering and administrative controls, preventative maintenance, safe work procedures (including lockout/tag out) and ongoing safety training. Suppliers are responsible for assuring that all workers are qualified to perform their work functions safely. Suppliers shall provide workers with appropriate workplace health and safety training in their primary language and health and safety related information shall be clearly posted in the facility.
b) Incident reporting
Suppliers must have procedures and systems in place that allow workers to report health and safety incidents and near-misses, as well as a system to investigate, classify, track, and manage such reports. Such procedures and systems must implement all applicable laws and regulations, and include provisions to encourage worker reporting and implement corrective actions. Supplier corrective action plans should mitigate risks, provide necessary medical treatment, and facilitate workers’ return to work.
c) Hazards of physically demanding tasks
Suppliers shall identify, evaluate, and control worker exposure to the hazard of physically demanding tasks, including manual material handling, heavy or repetitive lifting, prolonged standing, and highly repetitive or forceful assembly tasks. Suppliers shall integrate this process into the qualification of all new or modified production lines, equipment, tools, and workstations.
Suppliers shall also evaluate production and other machinery for safety hazards and shall properly maintain physical guards, interlocks, and barriers where machinery presents an injury hazard to workers.
d) Personal Protective Equipment
Workers shall have the right to refuse unsafe work and to report unhealthy working conditions. Workers shall not be disciplined for raising safety concerns. Suppliers shall provide workers with appropriate, well maintained personal protective equipment and instruction on its proper use.
e) Emergency Preparedness
Suppliers must have procedures in place for handling emergencies such as fire, spills, and natural disasters. For each potential emergency situation or event, Suppliers shall develop and implement legally compliant emergency plans and response procedures that minimize harm to life, environment, and property, and shall include: (i) emergency preparedness, reporting and notification; (ii) evacuation procedures; (iii) training and drills; (iv) appropriate hazard detection and suppression equipment; and (v) adequate exit facilities from job sites.
Suppliers shall develop, implement, and maintain environmentally responsible business practices, such as seeking ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize adverse impacts on the environment.
a) Compliance with Environmental Laws
Suppliers must comply with all applicable environmental laws and requirements, including those relating to obtaining, maintaining and adhering to environmental permits and approvals for the conduct of regulated activities; the management and disposal of hazardous materials; releases of contaminants to the air, soil and water; the protection of natural resources, wildlife and wetlands; the prohibition or restriction of specific substances; and the recycling of materials and environmental claims.
b) Environmental Permits
Suppliers shall obtain, keep current, and comply with all required environmental permits, and shall comply with the reporting requirements of applicable permits and regulations.
c) Hazardous Materials
Suppliers shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle hazardous substances and other materials posing a hazard if released into the environment to ensure their safe handling, movement, storage, use, recycling or reuse and disposal. Further, Suppliers shall comply with regulated substance specifications and any applicable laws and regulations prohibiting or restricting the use or handling of specific substances.
d) Pollution Prevention and Resource Reduction
Suppliers must strive to reduce or eliminate waste of all types, including water and energy, at the source or by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, recycling and re-using materials. Suppliers shall reduce the consumption of energy, water, and natural resources by implementing conservation and substitution measures. Supplier shall minimize hazardous substances consumption by implementing reduction and substitution measures.
e) Air Emissions Management
Suppliers shall identify, monitor, manage, reduce, and responsibly control air emissions emanating from its operations that pose a hazard to the environment, such as volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting chemicals and combustion by-products, and shall treat as required prior to discharge.
f) Product Content Restrictions
Suppliers are to adhere to all applicable laws and regulations and customer requirements regarding prohibition or restriction of specific substances including labeling for recycling and disposal.
g) Stormwater Management
Suppliers shall implement a systematic approach to prevent contamination of storm water runoff. Suppliers shall prevent illegal discharges and spills from entering storm drains.
h) Boundary Noise
Suppliers shall identify, control, monitor, and reduce noise generated by the facility that affects boundary noise levels.
i) Environmental Consideration in Business Decision-making
Suppliers are to work with their own sub-suppliers to assess and address environmental and sustainability issues within their supply chains.
ETHICS AND STANDARD OF CONDUCT
Suppliers are expected to conduct business with integrity, mutual respect, and to uphold the highest standards of ethics and behavior in every aspect of their businesses, including relationships, practices, sourcing, and operations.
a) Business Integrity
Suppliers shall not engage in, and have a zero tolerance policy regarding corruption, misrepresentation, extortion, embezzlement, kickbacks, bribery and any other type of corrupt actions to obtain or retain business or to obtain an unfair or improper advantage. Suppliers shall abide by the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and all applicable anti-corruption laws and regulations of the countries in which they operate,. Suppliers shall implement monitoring and enforcement procedures to ensure compliance with anti-corruption laws. Suppliers must immediately report to IDEAL any circumstance where an officer, director, employee, representative or agent of IDEAL or any of its subsidiaries has made any improper request or demand of the Supplier that could violate any law. All business dealings, structure, financial situation, and performance should be transparently performed and accurately reflected on Suppliers’ business books and records in accordance with applicable laws and regulations as well as prevailing industry business practices.
Occasional small gifts or modest business entertainment provided by Suppliers or IDEAL must not be given with the intent to affect an employee’s business judgment and must not give the appearance that judgment may be affected. When doing business with or conducting business on behalf of IDEAL, Suppliers may, for legitimate business purposes: (i) offer modest gifts or entertainment to suppliers, customers or other business associates; or (ii) accept modest gifts or entertainment offered by suppliers, customers or other business associates; provided, however, that in each instance the gift or entertainment is unsolicited, is not and could not reasonably appear to be a bribe, kickback or other illegal or illicit payment, is not given in exchange for any consideration, and does not create the appearance, or an actual or implied obligation, that the gift giver is entitled to preferential treatment, an award of business, better prices or improved terms of sale.
c) Intellectual Property
Suppliers shall respect intellectual property rights and safeguard customer information. Transfer of technology and know-how is to be done in a manner that protects intellectual property rights and in accordance with the most stringent information protection requirements under applicable agreements. Suppliers shall implement processes as well as procedures and exercise due diligence to detect and avoid counterfeit parts and avoid others’ intellectual property rights.
d) Exports, Imports and Trade Control
Suppliers shall comply with all trade control, export control, import and related laws and regulations, and shall incorporate international Supply Chain Security (SCS) measures into their business processes as described by the World Trade Organization’s SAFE framework or similar SCS guidelines (e.g., Business Anti-Smuggling Coalition (BASC) Security Program; Customs-Trade Partnership Against Terrorism (C-TPAT); Authorized Economic Operator (AEO), and Partners in Protections. To the extent that Suppliers transport goods for IDEAL into the United States, Suppliers shall comply with the C-TPAT (Customs-Trade Partnership Against Terrorism) security procedures on the U.S. Customs website at www.cbp.gov (or other website established for such purpose by the U.S. government).
e) Responsible Sourcing of Minerals
Suppliers shall exercise due diligence, in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, on its entire supply chain with respect to the source and chain of custody of all “conflict minerals” (minerals which are smelted into tin, tantalum, tungsten, and gold) contained in products they supply or manufacture, to determine whether those metals are from the Democratic Republic of the Congo (“DRC”) or any adjoining country as defined in, and according to, Section 1502 of the Dodd-Frank Act; and, if so, to determine whether those metals directly or indirectly financed or benefited armed groups that are perpetrators of serious human rights abuses in the DRC, Angola, Burundi, Central African Republic, Rwanda, South Sudan, Tanzania, Uganda, Zambia or the Republic of the Congo.
Suppliers shall make their due diligence measures available to IDEAL upon request to enable IDEAL to comply with its obligations and policy goals. Suppliers commit to being or becoming “conflict-free” so that any such metals are sourced only from conflict-free smelters. Suppliers are to communicate their own policies and expectations to their sub-suppliers, reflecting their commitment to responsible sourcing of minerals. Further, Suppliers should establish appropriate objectives and targets, regularly measure and assess sub-supplier performance, and practice continual improvement in pursuit of “conflict free” supply chains.
f) Disclosure of Information
Suppliers shall accurately record information regarding their business activities, labor, health and safety, and environmental practices and shall disclose such information, without falsification or misrepresentation, to all appropriate parties. Falsification of records or misrepresentations of conditions or practices in the supply chain are prohibited.
g) Protection of Identity
Suppliers shall provide an anonymous complaint mechanism for managers and workers to report workplace grievances. Suppliers shall protect whistleblower confidentiality and prohibit retaliation.
h) Fair Business, Advertising and Competition
Suppliers shall conduct their business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business. Further, suppliers shall uphold standards of fair business, advertising and competition.
Suppliers shall commit to protecting the reasonable privacy expectations of personal information of everyone Suppliers do business with, including other suppliers, customers, consumers and employees. Suppliers shall comply with privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted, or shared.
Suppliers shall establish and maintain a management system that ensures compliance with this Supplier Code and applicable laws, identifies and mitigates related operational risks, and facilitates continuous improvement and prompt corrective action. The management system must be designed to ensure ongoing compliance with applicable laws, regulations, requirements related to Supplier operations and products; as well as conformance with this Supplier Code of Conduct evidenced by documentation and records. Suppliers must ensure that this Code is appropriately communicated to all of its officers, directors, employees, representatives, agents and sub-suppliers.
Suppliers should have a process for communicating clear and accurate information about their sub-suppliers’ performance, practices, and expectations to their workers, other suppliers, and customers, including IDEAL. The compliance management process should clearly identify company representative(s) responsible for ensuring implementation of the management system and include: (1) appropriate training programs for Supplier personnel: (2) a process to identify the environmental, health and safety, labor practice and ethics risks associated with Supplier’s operations: (3) written performance objectives, targets and implementation plans to improve the Supplier’s social and environmental performance including a periodic assessment of performance in achieving those objectives; and (4) training and communication programs to facilitate proper implementation of policies and procedures and to fulfill Supplier’s continuous improvement objectives. Suppliers shall have a process for communicating clear and accurate information about their performance, practices, policies, and expectations to their workers, sub-suppliers, and customers. Suppliers shall have an ongoing process to obtain feedback on their practices related to this Code and to foster continuous improvement.
a) Audits and Assessments
Suppliers must complete annual self-evaluations of their facilities and operations, and the facilities and operations of their sub-suppliers to ensure compliance with this Code and legal and regulatory requirements. Suppliers are required to respond and certify their compliance with the Code and all applicable laws. IDEAL reserves the right to investigate instances of non-compliance with this Supplier Code or laws on human trafficking and slavery, which may include a supplier site audit.
b) Documentation and Records
Suppliers shall have processes to identify, understand, and implement applicable laws and regulations and requirements of this Code. Suppliers shall maintain documents and records to ensure regulatory compliance.
c) Corrective Action Process
Suppliers shall have a process for timely correction of any deficiencies or violations identified by an audit, assessment, inspection, investigation, or review.
d) Reporting Violations
Suppliers shall promptly report questionable behavior, concerns, or potential or actual violations of this Supplier Code upon learning of same, and implement a corrective action plan to cure the non-compliance within a specified time period. Suppliers should contact the IDEAL Legal Dept. at firstname.lastname@example.org or by mail/courier at IDEAL INDUSTRIES INC., Attn: Legal Department, 1375 Park Ave., Sycamore, IL 60178. IDEAL will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or has reported questionable behavior or suspected violations of this Supplier Code.
Suppliers are to promptly respond to requests for information from IDEAL, or an authorized third party working on IDEAL’s behalf, regarding matters covered by this Supplier Code. Violations of this Supplier Code will require the prompt establishment of corrective action plans or training. Failure to meet the corrective action plan may affect Supplier’s standing with IDEAL, may lead to disqualification from future opportunities with IDEAL and may result in the termination of the IDEAL’s business relationship with Supplier. IDEAL reserves the right to hold Suppliers responsible for reasonable costs of investigating non-compliance and appropriate remediation resulting from a Supplier’s non-compliance.
This Supplier Code of Conduct is intended to facilitate improved communications by informing current and potential Suppliers of IDEAL’S standards, and ethical expectations of our Suppliers. Suppliers with questions regarding this Code should contact IDEAL’s Legal Department at email@example.com.