FIRETRACE TERMS AND CONDITIONS OF SALE

  • 1. INTERPRETATIONS
    In these Conditions:
    • 1.1. all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
    • 1.2. references to “in writing” or “written” shall include e-mail;
    • 1.3. any reference to:
      • 1.3.1. the time of day is to Arizona Standard Time;
      • 1.3.2. a day is a period of 24 hours running from midnight to midnight;
    • 1.4. any notice given under or in connection with the Order will be in the English language and:
      • 1.4.1. sent to the relevant party at the relevant party’s physical address by pre-paid certified or registered US mail or other reliable express delivery service with proof of delivery;
      • 1.4.2. hand delivered to the relevant party at the relevant party’s physical address; or
      • 1.4.3. sent by e-mail to the relevant party’s e-mail address with delivery receipt.
    • 1.5. No variation or amendment to these Conditions will be effective unless made in writing and signed by an authorized representative on behalf of the Supplier.
  • 2. CONTRACT FORMATION
    • 2.1. Quotations
      • 2.1.1. Any Quotation issued by the Supplier will be valid for thirty (30) days from and including its issue date, unless expressly stated otherwise.
      • 2.2. Purchase Orders
      • 2.2.1. The Purchase Order constitutes an offer by the Customer to purchase Goods and Services from the Supplier on these Conditions.
      • 2.2.2. Supplier is under no obligation to accept any Purchase Order.
      • 2.2.3. Purchase Order is subject to a minimum order value of USD $200.
    • 2.3. Orders
      • 2.3.1. A Contract for the supply of Goods and Services by Supplier to the Customer on these Conditions will be formed when Firetrace accepts the 
        Purchase Order by issuing an Order Acknowledgement to the Customer.
      • 2.3.2. These Conditions are the only terms and conditions on which the Supplier will supply Goods and Services to the Customer and will apply to the exclusion of all other terms and conditions including and terms and conditions the Customer may purport to apply under any Purchase Order or similar document and any terms and conditions which may otherwise be implied by trade, customer, practice or course of dealing.
      • 2.3.3. Purchase Order acceptance may be subject to Firetrace credit approval.
      • 2.3.4. Firetrace may, at any time, alter or suspend credit, refuse or delay shipment or cancel unfilled Contracts when the Customer becomes Insolvent or when the Customer is delinquent in any payment.
      • 2.3.5. Commencement of the performance or delivery of the Good and Services will be deemed conclusive evidence of the Customer’s acceptance of these Conditions if not expressly accepted elsewhere.
      • 2.3.6. Firetrace may, at its discretion, levy an expedite charge of USD $100 for orders under USD $1,000 and 10% for orders of USD $1,000 or more on all Purchase Orders requiring rushed processing (sooner than the quoted Lead Time) or special handling. If applicable, the expediting charge will be presented to the Customer no later than the Order Acknowledgement.
    • 2.4. Cancellation of Orders
      • 2.4.1. The Customer shall have the ability to change or cancel any Contract within for 24 hours following the Order Acknowledgment. Following the 24-hour Cancellation Period the following apply:
      • 2.4.1.1. The Customer shall pay a 25% restocking fee for any stocked or standard item.
      • 2.4.1.2. Non-stock, custom or special-order items cannot be returned or removed after the Cancellation Period and will be invoiced as per the Contract.
      • 2.4.1.3. The Supplier will make the Customer aware of the applicable fee prior to Contract cancellation.
    • 2.5. The Contract may be terminated by the non-breaching party if:
      • 2.5.1. A party commits a material breach or the Contract which cannot be remedied;
      • 2.5.2. Customer fails to make any payment within 10 days of when due; or
    • 2.6. Commits a material breach of the Contract which can be remedied but fails to remedy that breach within 30 days of a written notice setting out the breach and requiring it to be remedied.
    • 2.7. Following the expiration or termination of the Contract:
      • 2.7.1. Conditions 1, 2.6, 4, 5.7, 8, 9 and 12 will remain in force, as well as any other provisions that, in order to give proper effect to its intent, should survive such expiration, and
    • All other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including any damages for breach of contract) and liabilities which have accrued prior to the date of expiration or termination.
  • 3. THE GOODS AND SERVICES
    • 3.1. The Supplier will obtain the Customer’s prior approval in order to:
      • 3.1.1. Vary the design, finish or specification of goods and/or their packaging if the change would have a material impact; and/or
      • 3.1.2. Substitute any materials or parts which are used in Goods and are unavailable for any reason with alternative materials or parts, unless the variation or substitution is minimal in nature or necessary to comply with Applicable Law, in which case the Supplier will use reasonable efforts to give the Customer prior written notice of any such variation or substitution.
    • 3.2. Except for the Specification, all samples, drawings, descriptive and illustrative matter and advertising issued or published by the Supplier (or the manufacturer of the Goods) are for the sole purpose of giving an approximate idea of the relevant Goods.
    • 3.3. The Customer shall be solely responsible for removal, collection, recovery and recycling of the Goods once they become waste and for any replaced Goods or parts of the Goods provided to the Customer.
    • 3.4. Firetrace provides the following documents IF APPLICABLE: Certificate of Conformity, Declaration of Conformity, Cylinder Test Certificates, Fire Detection Tubing Test Certificates, Certificate of Origin, Packing List and Commercial Invoice as a standard with Orders. Any additional document requirements will be accepted at the time of Firetrace Order Acknowledgement and will be billed at $50 per certificate.
    • 3.5. All Firetrace systems are required to use Firetrace components, including those connections made to Firetrace tubing.
      • 3.5.1. Failure to exclusively use Firetrace components will void the Warranty (Condition 8) and release Firetrace of any and all liability on the performance of the Firetrace components and system.
    • 3.6. Regarding the handling and/or transportation of charged cylinders:
      • 3.6.1. the Customer must never remove or transport a pressurized cylinder (regardless of high or low pressure) from a bracket or other secure position without safety port plugs and/or safety caps in place; and
      • 3.6.2. The Customer is responsible for ensuring that all relevant parties are completely knowledgeable and trained on the safety procedures for handling and transporting pressurized containers.
    • 3.7. The Customer is strongly advised to engineer systems so that any change in the status of the system such as activation will be immediately made known to those who can take additional positive fire protection action. This may include, but is not limited to:
      • 3.7.1. connection of the Firetrace system into the building alarm system;
      • 3.7.2. connection of the Firetrace system to a local annunciation system;
      • 3.7.3. operation of a local alarm; or
      • 3.7.4. connection to a local visual device.
  • 4. PRICE AND PAYMENT
    • 4.1. Prices quoted by the Supplier are in United States Dollars (USD) and are subject to the Supplier’s adjustment to prices in effect at the time of shipment.
    • 4.2. Unless expressly stated, Quotations are exclusive of packaging, insurance, freight and delivery costs and such expenses are due and payable by the Customer in addition to the quoted Price if applicable.
    • 4.3. Any sum payable under the contract is exclusive of sales tax (and any other similar or equivalent taxes, duties, fees and levies imposed by any government or authority) which may be payable in addition as prescribed by law.
    • 4.4. Unless notified by the Supplier to the Customer in the Order Acknowledgement (for example, if prepayment is required), Firetrace will invoice the Customer for the Price of the Goods and Services plus any packaging, insurance, carriage and delivery upon shipment.
    • 4.5. Unless expressly otherwise stated in the Order Acknowledgement, each invoice will be payable within 30 days of the date of the Supplier’s invoice.
      • 4.5.1. The Supplier may, at their discretion and with the agreement of the Customer, offer the Customer extended payment terms for an additional charge.
      • 4.5.2. All payments will be made in USD in available cleared funds by electronic transfer to the bank account advised by Firetrace or by domestic check payment.
      • 4.5.3. If any amount payable under the Contract is not paid on or before the due date, Firetrace will be entitled to charge the Customer interest equal to one percent (1%) per month or the maximum allowable by law until the date of payment. Customer shall also reimburse Supplier for any and all costs incurred in collecting any late payment, including, without limitation, reasonable attorneys’ fees.
      • 4.5.4. If the Customer fails to make any payment due to the Supplier under the Contract or any other contract between the Customer and the Supplier within ten (10) Business Days after the due date, the Supplier will be entitled to withhold further deliveries of goods and to suspend or terminate provision of the Services until that payment has been made (whether the Goods/Services under the Contract or whether the Goods/Services under the delinquent contract or any other contract) and shall not be held responsible for any resulting penalties or charges of any kind.
    • 4.6. Unless otherwise expressly provided in these Conditions or required by law, all payments made by the Customer to the Supplier under the Contract will be made in full and without any set-off or any deduction or withholding including any counterclaim.
  • 5. DELIVERY
    • 5.1. Shipping and Delivery dates are estimates only based on current conditions and Firetrace’s ability to secure labor, materials and parts and Firetrace will make reasonable efforts to Deliver the Goods on the estimated date set out in the Order acknowledgement.
    • 5.2. Where applicable, schedules are estimated from the date that the approved shop drawings are received from the Customer.
    • 5.3. There shall be no penalty for any delay without Supplier’s express written agreement.
    • 5.4. Unless otherwise specified in the Order Acknowledgement, the Goods will be delivered Carriage Paid To (“CPT”), as defined in Intercoms 2020, at the named place of delivery specified in the Order Acknowledgement.
      • 5.4.1. In the event the Order Payment involves a letter of credit, Ex-Works or other terms wherein the obligation to export lies with the Customer will not be accepted.
    • 5.5. Delivery of the Goods will be deemed to occur when the Supplier completes its delivery obligations under that Intercom or as otherwise set out in the Order Acknowledgement. In the event of a conflict between the Order Acknowledgement and the Incoterm 2020, the Order Acknowledgement takes precedence.
    • 5.6. If Delivery occurs but the Customer fails to accept delivery, or to collect, the Goods, the Supplier will be entitled to:
      • 5.6.1. store or arrange for storage of the Goods until the Customer accepts delivery of them or they are disposed of and to take any action to attempt to re-deliver the Goods
      • 5.6.2. charge the Customer for all costs and expenses under Condition 5.6.1.
  • 6. INSPECTION AND ACCEPTANCE
    • 6.1. The Customer will inspect the Goods on Delivery and will, within 10 Business Days from and including the date of Delivery, give written notice to the Supplier of any breach of the Warranty (Condition 8) in relation to those Goods.
    • 6.2. If the Customer does not give notice to the Supplier under Condition 6.1 in respect of the Goods, the Customer will be deemed to have accepted the Goods on expiration of the 10 Business Day period from and including the date of Delivery.
    • 6.3. Customer’s claims for shortages in deliveries must be made in writing within ten (10) days after receipt of shipment. Loss or damage to any Firetrace product in transit is the sole responsibility of the carrier.
    • 6.4. Goods must be returned within thirty (30) days following receipt of the Goods by the Customer.
    • 6.5. Once shipped, Goods may be returned under the following conditions:
      • 6.5.1. prior to return, the Customer must secure a Return Material Authorization (“RMA”) number;
      • 6.5.2. RMA must be completed within 15 days of receiving the RMA number, with evidence of shipping provided within 30 days;
      • 6.5.3. Goods returned for credit must be in like new condition, such that it can be restocked and resold;
      • 6.5.4. Unused, non-defective merchandise returned is subject to a 25% restocking charge;
      • 6.5.5. Customer is responsible for freight for return shipment;
      • 6.5.6. Labor is non-returnable; and
      • 6.5.7. RMA replacement orders will only be expedited upon request from the Customer.
  • 7. INTELLECTUAL PROPERTY
    • 7.1. Nothing in the Contract will transfer to the Customer or grant to the Customer any license or other right to use any of the Supplier’s Intellectual Property Rights, except that the Customer may use the Supplier’s Intellectual Property Rights in the Goods and Services solely to the extent necessary to resell or use the Goods and Services for the purpose for which they were supplied.
    • 7.2. If the purchaser’s drawings or specifications infringe upon any patent or trademark, Firetrace will in no way be responsible for any claims or damages resulting from such infringement.
  • 8. WARRANTY
    • 8.1. Subject to this Condition 8, Condition 10 below, and the other provisions of these Conditions, Firetrace warrants the Goods to be free of defects in materials and workmanship to the original Customer only, for a period of twenty-four (24) months from the date of shipment (the “Warranty Period”), provided the Firetrace system was purchased from Firetrace or an Authorized Firetrace Distributor under the following conditions:
      • 8.1.1. the Goods must be properly installed by an Authorized Firetrace Distributor in complete accordance with the written instructions contained in the instruction manuals, or other data supplied by Firetrace;
      • 8.1.2. the Goods have not been subsequently been modified or altered, unless by express written direction or consent from Firetrace;
      • 8.1.3. The original purchaser must maintain a semi-annual maintenance service agreement with an Authorized Firetrace Distributor, commencing with the date the Firetrace product was accepted by the purchaser and placed into service and remain in effect for the duration of the warranty; and
    • 8.2. If the conditions of the Limited Warranty (Condition 8.1.1 through 8.1.3) are not met, the Goods will carry a Warranty Period of one (1) year from the date of shipment from Firetrace.
    • 8.3. If, at any time during the Warranty Period, the Customer becomes aware of a breach of the Warranty in Condition, the Customer will:
      • 8.3.1. give written notice of the breach to the Supplier, such notice to be given within five (5) days after the Customer becomes aware of the breach and prior to expiration of the Warranty Period;
      • 8.3.2. at the Supplier’s option, either return to the Supplier (at the Customer’s cost) the relevant Goods or permit the Supplier or its agent or subcontractor to inspect it at the Customer’s premises; and
      • 8.3.3. provide to the Supplier all information and assistance which the Supplier may reasonably require to investigate the alleged breach.
    • 8.4. The Supplier will not have any Liability for a breach of the warranty in Condition 8.1 if:
      • 8.4.1. the Customer does not comply with its obligations in Condition 8.3 in respect of the breach;
      • 8.4.2. notice of the breach should have been but was not given to the Supplier in connection with inspection under Condition 6.1;
      • 8.4.3. the relevant defect was caused by damage in transit after shipment;
      • 8.4.4. the relevant defect was caused by ordinary wear and tear;
      • 8.4.5. alterations and/or modifications were made to the Goods other than by Firetrace or an Authorized Firetrace Distributor;
      • 8.4.6. the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, service, storage or failure to comply with instructions provided by the Supplier or the manufacturer;
      • 8.4.7. the relevant defect was caused by the negligence (or more culpable conduct) of Customer or a third party; and/or
      • 8.4.8. the Customer makes further use of the relevant Goods after discovering the relevant breach.
    • 8.5. The Supplier’s only Liability and Customer’s sole remedy for breach of the warranty in Condition 8.1 will be, at the Supplier’s option, to repair or replace the relevant Goods.
    • 8.6. Supplier acts solely as the supplier of the Goods and bears no responsibility to installation and/or service work carried out by a third party, regardless of referral.
    • 8.7. In the event that any Goods are repaired or replaced under this Condition 8, the balance of the original Warranty Period shall apply to such repaired or replaced Good.
    • 8.8. THE WARRANTY SET FORTH IN THIS CONDITION 8 IS STRICTLY LIMITED TO ITS TERMS AND IS IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEED, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, SPECIFICALLY EXCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SET FORTH IN THIS CONDITION 8 IS MADE SOLELY TO CUSTOMER AND IS NOT TRANSFERRABE TO ANY OTHER PERSON OR ENTITY.
  • 9. EXCLUSIONS AND LIMITATIONS OF LIABILITY
    • 9.1. The Supplier’s maximum aggregate Liability will be limited to a sum that is equal to one hundred percent (100%) of the Price actually paid by Customer to Supplier under the Contract during the twelve (12) month period preceding the act giving rise to the claim.
    • 9.2. In no event shall Firetrace be liable for any consequential damages arising from the purchase and/or use of Firetrace products, including but not limited to:
      • 9.2.1. loss of use or production;
      • 9.2.2. lost profits or income;
      • 9.2.3. replacement of discharged suppression agent;
      • 9.2.4. reputational damage or loss of goodwill;
      • 9.2.5. liability to third parties;
      • 9.2.6. harm to property other than the Firetrace products;
      • 9.2.7. wasted management, operational or other time; or
      • 9.2.8. any other indirect, consequential, incidental or special loss.
    • 9.3. The foregoing limitations in this Condition 9 shall apply even if Supplier has been advised of the possibility of such damages, and regardless of whether the claim for recovery is based on (i) breach of warranty or contract, or (ii) negligence, strict liability or other tort.
  • 10. DESIGN AND USE CONSIDERATIONS
    • 10.1. The following factors could influence the engineering, design and application of Supplier’s Goods and should be considered by the Customer prior to issuing the Purchase Order:
      • 10.1.1. The Goods have been designed to provide protection against fire, both existing and imminent, for a limited duration of time when (i) the system is fully operational; (ii) used in its normal, expected environment; and (iii) the system and its component parts are properly installed, maintained and operated in complete accordance with the written or digital instructions supplied with the system.
      • 10.1.2. The duration of the protection against fires is dependent upon a sufficient concentration of agent being maintained in the protected hazard area for a determined period of time. The duration will be shortened by conditions or circumstances that may ventilate, cause agent concentration dilution within the protected hazard area, thereby causing insufficient concentration of agent needed to extinguish or prevent the existence or re-ignition of combustion or fire.
        • 10.1.2.1. All hazard areas have different rates of ventilation, leakage, or agent dilution that, in many cases, may be impossible to predict or determine: air vents, air conditioning systems, gaps and cracks in the enclosure, windows, cable and pipe penetrations, etc., all may impact the agent concentration and the duration of the protection against fire.
        • 10.1.2.2. Unforeseen changes in the configuration of a hazard area such as removal of a wall an explosion or fire external to the protected space, changes in the enclosure’s configuration, etc. can influence the duration of the fire protection.
        • 10.1.2.3. Due to the many and varied circumstances and conditions, Firetrace makes no warranty (Condition 8) as to the duration of the protection against fire, and the warranty in Condition 8 shall exclude all such events.
      • 10.1.3. The effectiveness of an agent, such as FM-200® and/or CO2, as a fire extinguishant is directly related to the concentration of the agent required to extinguish various substances. Not all substances require the same agent concentration to be extinguished. It is the Customer’s responsibility to properly define the hazard area(s) being protected.
      • 10.1.4. The effectiveness of the Firetrace system is dependent upon the timely discharge of the agent fire extinguishant into the protected area. If unforeseen circumstances such as explosion, failure of the detection system to activate the Firetrace system, failure to manually activate the system, etc. occur, they can prevent the system discharge from being accomplished in a timely manner, and the fire may become deep seated or out of control and completely destroy the hazard area. Since Firetrace has no control over these circumstances, there are no warranties as to the effectiveness of extinguishment of the fire.
      • 10.1.5. Even if the Firetrace system is completely effective in suppressing a fire, failure to remove the ignition source of the fire could result in a re-ignition of the fire. When possible, the source of the fire should immediately be eliminated to prevent re-ignition. Protection against re-ignition only exists when a sufficient concentration of agent remains in the hazard area.
      • 10.1.6. The judgment of operating personnel as to when to activate a Firetrace system, in an emergency, affects the protection provided by the system.
      • 10.1.7. Because of the widely varying conditions and circumstances under which the Firetrace system can be used, some conditions can cause its effectiveness to be unpredictable.
      • 10.1.8. In the event of fire, evacuation of personnel from the protected area must be accomplished without delay.
  • 11. FORCE MAJEURE
    • 11.1. The Supplier will not be in breach of the Contract or otherwise liable to the Customer for any failure to perform or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event.
    • 11.2. If a Force Majeure Event occurs, the Supplier will as soon as reasonably practicable after becoming aware of the Force Majeure Event give written notice to the Customer that the Force Majeure Event has occurred; and
    • 11.3. If the Supplier is affected by a Force Majeure Event, the Customer will continue to pay the Supplier’s invoices in accordance with Condition 4 in respect of any Goods and Services which the Supplier has supplied or continues to supply notwithstanding the occurrence of the Force Majeure Event.
    • 11.4. If a Force Majeure Event which gives rise to relief from liability under Condition 11.1 continues for a period of more than ninety (90) days, then Supplier will be entitled to terminate any Contract immediately by giving written notice to that effect to Customer. Upon such termination, Customer shall be entitled to a refund for any Goods not Delivered and any Services not provided under the terminated Contract.
  • 12. CONFIDENTIALITY
    • 12.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, or suppliers of the other party or of any member of the Group to which the other party belongs (“Confidential Information”) except as permitted below in Condition 12.2.
    • 12.2. Each party may disclose the other party’s Confidential Information:
      • 12.2.1. To is employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure those employees, officers, representatives and advisors to whom it discloses the other party’s Confidential Information comply with Condition 12; and
      • 12.2.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • 12.3. Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • 12.4. Within 30 days after the date of expiration or termination of the Contract, on request by the other party, each party will return to the other party or destroy the other party’s Confidential Information.
  • 13. DATA PROTECTION
    • 13.1. Each party will comply with the Data Protection Laws applicable to it.
    • 13.2. In the event that the supply of Good and/or Service requires the Supplier to process personal data on the Customer’s behalf as data processor, this will be set out in the Order, the Data Processing Agreement will be applicable to the Contract and the parties will comply with the Data Processing Agreement.
  • 14. ANTI-SLAVERY, ANTI-CORRUPTION AND ECONOMIC SANCTIONS
    • 14.1. Customer will comply with all applicable Anti-Slavery Laws.
    • 14.2. Customer will comply with all Anti-Corruption Laws.
    • 14.3. Customer shall ensure that the Goods and/or Services will not be received, imported, exported, re-exported, transferred, sold or used EXCEPT in compliance with all Anti-Corruption Laws.
    • 14.4. Customer will comply with all Economic Sanctions Laws. Customer shall not:
      • 14.4.1. directly or indirectly export, reexport, transship, or otherwise deliver the Goods or any portion of the Goods to any person or country designated in such Economic Sanctions Laws as an embargoed or sanctioned target, or
      • 14.4.2. broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.
    • 14.5. Without limiting its other obligations under the Conditions, Customer will:
      • 14.5.1. abide by the Supplier’s Group code of conduct found at www.halma.com;
      • 14.5.2. have in place its own policies and procedures to ensure compliance with this Condition 14;
      • 14.5.3. ensure that all parties with which it is associated or who are providing goods and services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Condition 14;
      • 14.5.4. conduct proper and adequate checks and screening on any parties with which it is associated or who are providing goods or services in connection with the Goods and/or Service;
      • 14.5.5. agree not to engage in business practices that are illegal under anti-bribery or corruption law.
        14.6. If bribery or corruption is suspected, Firetrace has the right terminate any relationship with immediate effect, regardless of outstanding deliverables between parties.
    • 14.7. Customer hereby indemnifies and holds Supplier harmless from any liability, claims, demands or expenses (including, without limitation, legal or other professional fees) arising from or relating to noncompliance with the provisions of this Condition 14 by Customer.
    • 14.8. If Customer breaches Condition 14, Supplier will have the right to terminate any and all Orders and Contracts with immediate effect on serving written notice to Customer and Supplier will have no Liability to Customer in respect of such termination for payment of damages or any other form of compensation.
  • 15. INDEMNIFICATION
    • 15.1. Customer shall indemnify, defend and hold harmless Supplier and its officers, directors, employees, agents, affiliates, successors and assigns (collectively, "Supplier Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (collectively, "Losses"), arising out or resulting from any Claim of a third party alleging (i) breach of any representation, warranty or covenant under these Conditions, (ii) any negligent, grossly negligent or willful misconduct or more culpable act or omissions of Customer or any Customer Party, and/or (iii) any failure of Customer or any Customer Party to comply with any Applicable Laws. “Customer Party” means Customer’s agents, employees and subcontractors. This Condition 15 shall survive the expiration or termination of any Contract.
  • 16. MISCELLANEOUS
    • 16.1. The Contract is made under, and for all purposes shall be construed and enforced in accordance with and governed by, the laws of the State of Delaware. All actions arising hereunder shall be instituted in Maricopa County, Arizona, and Customer hereby consents to the jurisdiction of the state and federal courts sitting in Maricopa County, Arizona, provided that Supplier may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
    • 16.2. A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
    • 16.3. If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.
    • 16.4. Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
    • 16.5. Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.
    • 16.6. The Supplier’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
    • 16.7. The Customer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract without the Supplier’s prior written consent. A change of control shall be deemed an assignment for purposes of the foregoing.
  • 17. DEFINITIONS
    • 17.1. The following words and expressions have the following meanings in our terms and conditions unless the context requires otherwise:

“Anti-Corruption Laws”

“Anti-Slavery Laws”

 

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
“Applicable Law(s)” any: (a) law including any statute, statutory instrument, bye‑law, 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
“Authorized Firetrace Distributor” an entity distributing product within the terms of a current Firetrace Distributor Agreement
“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in New York, New York.
“Cancellation Period” the twenty-four (24) hour period following the Order Acknowledgment during which the Customer may cancel or modify the Order without penalty or charge
“Commercial Invoice” 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
“Conditions” our standard terms and conditions of supply, as varied from time to time in accordance with Condition 1.5
“Contract” the contract between the Supplier and the Customer for the supply of the Goods and Services formed in accordance with Condition 2
“Customer”
“Certificate of Conformity”
the person named as the customer in the Purchase Order document that states the product meets the required standards or specification 
“Certificate of Origin” 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
“Cylinder Test Certificates” a non-standard document required by some customers providing serial numbers and test results for cylinders that meet minimum standards
“Data Processing Agreement” the Supplier’s then-current data processing agreement
“Data Protection Laws” 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
“Declaration of Conformity” 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
“Deliver(y)” 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
“Economic Sanctions Laws” 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 (“OFAC”) and other similar Applicable Laws of the United States and any other applicable jurisdiction
“Fire Detection Tubing Test  Certificate” 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
“Force Majeure Event” (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
“Goods” the goods set out in the Purchase Order
“Group” 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 “Group” is a “member of the Group
“Insolvent”  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
“Intellectual Property Rights” 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.
“Lead Time” the time between the initiation and completion of production
 “Liability” 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 party’s 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
“Order” the Customer’s acknowledged Purchase Order for the supply of Goods and Services by the Supplier
“Order Acknowledgement” the Supplier’s written acceptance of the Order
“Packing List” shipping document that details the details of the Goods being transported
“Prices” the prices for the Goods set out in the Supplier’s quotation as those prices may be varied from time to time in accordance with Condition 7.4
“Purchase Order” the Customer’s order for the supply of goods and services by the Supplier
“Quotation” an invitation to bargain; will be construed as information on which the Customer may base its Purchase Order to the Supplier
“Services” the services set out in the Purchase Order
“Specification” the written technical specification for the Goods
“Supplier” Firetrace USA LLC

 

Terms of Sale updated 11.01.2020