âAnti-Corruption Lawsâ âAnti-Slavery Lawsâ
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anti-bribery and anti-corruption laws including, but not limited to the following: local and national laws in the territories in which it operates, the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977; and the UN Convention Against Corruption.any and all laws including statutes, statutory instruments, bye-laws, orders, regulations, directives, treaties, decrees, decisions (as referred to in Article 288 of the Treaty on the Functioning of the European Union) (including any judgment, order or decision of any court, regulator or tribunal) anywhere in the world which relate to anti-slavery or servitude, anti-forced or compulsory labor and/or anti-human trafficking, including the Modern Slavery Act 2015 |
âApplicable Law(s)â | any: (a) law including any statute, statutory instrument, byeâlaw, order, ordinance, regulation, directive, treaty, decree of any governmental, statutory or regulatory body, whether local, state, federal or otherwise; (b) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body, whether local, state, federal or otherwise; and/or (c) legally binding industry code of conduct or guideline, in each case in force from time to time which relates to the Contract and/or the Goods and/or the Services |
âAuthorized Firetrace Distributorâ | an entity distributing product within the terms of a current Firetrace Distributor Agreement |
âBusiness Dayâ | a day that is not a Saturday, Sunday or public or bank holiday in New York, New York. |
âCancellation Periodâ | the twenty-four (24) hour period following the Order Acknowledgment during which the Customer may cancel or modify the Order without penalty or charge |
âCommercial Invoiceâ | document used in trade that contains information such as the parties involved in the transaction, the goods being transported, the country of manufacture and the harmonized system codes for those goods |
âConditionsâ | our standard terms and conditions of supply, as varied from time to time in accordance with Condition 1.5 |
âContractâ | the contract between the Supplier and the Customer for the supply of the Goods and Services formed in accordance with Condition 2 |
âCustomerâ âCertificate of Conformityâ |
the person named as the customer in the Purchase Order document that states the product meets the required standards or specification |
âCertificate of Originâ | document widely used in international trade transactions which attests that the product listed therein has met the criteria to be originating in the exporting country |
âCylinder Test Certificatesâ | a non-standard document required by some customers providing serial numbers and test results for cylinders that meet minimum standards |
âData Processing Agreementâ | the Supplierâs then-current data processing agreement |
âData Protection Lawsâ | means all Applicable Laws relating to data protection and privacy in force from time to time in those parts of the world in which Supplier or Customer operate and/or process personal data (either directly or via a third party), including, but not limited to, the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and the Data Protection Act 2018 |
âDeclaration of Conformityâ | mandatory document for product that falls within the scope of CE marking legislation; certifies the product has been tested to make sure it is fully operable and safe |
âDeliver(y)â | the time at which delivery or making available (if that is the case depending of the method of delivery/Incoterm used) of the Goods is deemed to occur |
âEconomic Sanctions Lawsâ | all Applicable Laws, regulations, codes and sanctions relating to import, export control and sanctions, including, but not limited to, all Applicable Laws administered by Office of Foreign Assets Control of the US Treasury Department (âOFACâ) and other similar Applicable Laws of the United States and any other applicable jurisdiction |
âFire Detection Tubing Test Certificateâ | An export document required for shipments going to India and some Middle Eastern countries that demonstrates the tubing has been tested to the UL standard |
âForce Majeure Eventâ | (a) act of God; (b) war, insurrection, riot, civil commotion, act or threat of terrorism; (c) lightning, earthquake, fire, flood, storm, or extreme weather condition; (d) theft, malicious damage; (e) strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person); (f) breakdown or failure of plant or machinery; (g) inability to obtain essential supplies or materials; (h) change in Applicable Law; (i) any failure or default of a supplier or sub-contractor of the Supplier; (i) pandemic; or (j) any event or circumstance to the extent it is beyond the reasonable control of the Supplier |
âGoodsâ | the goods set out in the Purchase Order |
âGroupâ | in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a âGroupâ is a âmember of the Groupâ |
âInsolventâ | a party is insolvent upon the occurrence of any of the following with respect to such party: (a) commencement a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (b) the filing of a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law, (c) the appointment of a receiver, administrator, trustee, or provisional liquidator; (d) a notice of intention to appoint an administrator, receiver, trustee, or provisional liquidator; (e) passes a resolution for its winding-up; (f) has a winding up order made by a court in respect of it; (g) the making of any general assignment for the benefit of creditors; (h) ceases to carry on business; (i) the failure generally to pay its debts as such debts become due (j) has any steps or actions taken in connection with any of these procedures; or (k) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction |
âIntellectual Property Rightsâ | all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in know-how, registered trademarks, registered designs, models, unregistered design rights, unregistered trademarks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions. |
âLead Timeâ | the time between the initiation and completion of production |
âLiabilityâ | liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under an indemnity contained in the Contract and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of a partyâs obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence or if caused by a deliberate and/or repudiatory breach by that party |
âOrderâ | the Customerâs acknowledged Purchase Order for the supply of Goods and Services by the Supplier |
âOrder Acknowledgementâ | the Supplierâs written acceptance of the Order |
âPacking Listâ | shipping document that details the details of the Goods being transported |
âPricesâ | the prices for the Goods set out in the Supplierâs quotation as those prices may be varied from time to time in accordance with Condition 7.4 |
âPurchase Orderâ | the Customerâs order for the supply of goods and services by the Supplier |
âQuotationâ | an invitation to bargain; will be construed as information on which the Customer may base its Purchase Order to the Supplier |
âServicesâ | the services set out in the Purchase Order |
âSpecificationâ | the written technical specification for the Goods |
âSupplierâ | Firetrace USA LLC |
Terms of Sale updated 07.22.2022 changes effective 09.01.2022