Technique Print Samples - page 39

This policy will be effective January 1, 2013
No deviation will be made without the approval of SCOTT management.
Preliminary andGeneral
TheTerms andConditions containedherein shall govern all contracts of the saleof goods byScottHealth&SafetyLtd orScottHealth&SafetyOy (hereinafter
called “theCompany”) Unlessotherwise agreed inwritingby theCompany these conditions shall overrideany terms or conditions stipulated, incorporatedor
referred to by the intending buyer (herein called “theCustomer”) inhis order ornegotiations
No additional itemnor any cancellation, variation orwaiver of anyTerm orCondition stated herein shall be binding upon theCompany unless confirmed in
writingunder the handof aDirector or theSecretaryof theCompany
No person save an authorised official of theCompany has authority to negotiate or give any commitment onbehalf of theCompanyor tomakeorgive any
warranty, representation or undertakingas to the availability, description, price, quality or performance of any goods supplied by theCompanywhichwouldor
might (but for thisCondition) involve theCompany in any legal liabilitywhatsoever
Particulars in anyQuotation submitted by theCompany and any specifications, illustrations,drawings or other informationmade available to theCustomer shall
haveno contractual effect Such particulars and information are supplied forgeneral guidance only and should not be relied on by theCustomerwho should
ascertain that any goods tobe supplied by theCompanyaccord ineverywaywith his requirements
Orders from customers outside theUnitedKingdom orFinland cannot be accepted by theCompany until all export and import documents havebeen received
by theCompany inSkelmersdale orVaasa respectively TheCompany enters into no obligation to obtain any such documents Verbal purchaseorderswillnot
be accepted Ordersmust be faxed,mailed, or sent via email
Theminimumorder value is £350/€500 exSkelmersdaleand £1000/€1000 exVaasa Carriage charges applicable for non exworks deliverieswillbe confirmed
with each order Orders receivedbelowminimum order valuewill attract a handling fee confirmed at the time of the order Orders belowminimumwill incura
handling charge of£35 (€60 exUK)
Alldelivery times stated in anyQuotations are estimates only and arebased upon conditions rulingat the date of suchQuotation All times so stated or specified
in any contract are fordeliveryex-works While reasonable efforts aremade by theCompany to deliverwithin any time specified in any contract theCompany
shall be under no liabilitywhatsoever forany loss suffered by theCustomerwhether directly or indirectly as a result ofany delay indeliverywhatsoever
In theevent of delivery ofgoodsor anypart thereof being delayed hindered or prevented by the reason of the consequence of any strike, lock-out, combination
ofworkmen or other labour dispute, scarcity ofmaterials or labour, failure of plant,machinery, fire, accident orAct ofGod or the intervention ofGovernments,
war, riots, epidemics oradverseweather conditions or any causewhatsoever beyond the control of theCompany theCustomer shall, notwithstandingany
delay,accept the goods ondelivery by theCompany Provided that if suchdelay, hindrances or prevention as aforesaid shall exceed 14 days theCompany shall
be at liberty to cancelanyOrder orpart thereofand any contract shall insofar as it relates to goods the subject of such cancellations aforesaid becomeof no
All prices included in anyQuotation and all prices agreed in any contract are based on costs ruling at thedate of such quotation or contact respectively In
the eventof any increase in such costs between suchdates and delivery of the goods (even if suchdelivery be delayed) and inparticular in the eventof
any increase in the costs of labour,materialsoroverheads (including costs resulting from the imposition or increase of any tax, levy or duty) or other costs
whatsoeverwhere the increase is beyond the control of theCompany theCompany shall be entitled to increase any suchprice amount as is reasonablehaving
regard to such increase in costs Savewhere expressly agreed to the contrary in anyTradeAgreement entered into by theCompany, any such increase as
aforesaidmay be appliedwithNotice to theCustomer
Unless otherwise specified allpriceswillbe in eitherGBPorEuro
Unless otherwise specified allprices stated in anyQuotationor agreement in any contract do not include the costs ofpacking and carriageorValueAddedTax
(where applicable) All contractsentered into are subject to INCOTERMS 2010
Arrangements for carriage byany reasonablemeans at theCompany’s optionwill bemade by theCompany as agents for theCustomeranddelivery to any
carrier pursuant toany arrangement somade shall constitute delivery to theCustomer
SingleOrderAdd-Ons: Unlimited for5days after the order is entered atScott, provided theminimumorder requirementsaremet andoriginal order is inopen
status Toqualify for add-ons, theoriginalpurchase order numbermust be identified on theadd-on order After5 days all orderswill be treated as newandmust
meetminimum order requirements Originalorder ship datemust be affected by add-ons
All returnsmust beauthorised byScott prior to shipment bydistributor
Scottwill issue aSalesReturnauthorization (SR) form,whichmustbe includedwith the shipment Allmaterialmust be identifiedwithScott part number
Material being returnedmust be clearly identifiedwithSR number referenced oneach carton Material being returned toScottmust be shipped freight prepaid
Material returned collectwillbe refused unless prior approval has been secured Scottwill refuse receiptof any shipmentwithout anSR form These shipments
will be returned to the distributor freight collect
ErrantOrder& InventoryReturns:
Material being returned fromdistributor stockmaybe returnedwith anSR form from yourSalesAdministrator Creditwill be issued upon inspectionofmaterial
received in new, re-sellable condition A15% restocking chargewill be applied
Acancellation chargeof 15%netper itemwillbe charged for orders cancelled after theyhave been entered atScott
TheCompany shall not be liable to theCustomer:-
(i) for shortages in quantity delivered ordamage to the goods in transit unless the customer notifies theCompanyand the carrier of any claim for shortdelivery
ordamage to goodswithin sevendays of receipt of the goods
(ii) for loss of goods orany part thereof in transit (where the goods are carried by theCompany’s own transport or by a carrier on behalfof theCompany)
unless theCustomer shallnotify theCompany and the carrier (if any) immediately upon the expiry of seven days from the dateof despatch of the goods
(iii) for defects in the goods caused by fairwear and tear, abnormal conditions of storage,or useor any act neglect or defaultof theCustomerorany thirdparty
(iv) forotherdefects in the goods unlessnotified to theCompanywithin sixmonths ofdelivery of the goods by theCompany (orwhere the defectwould notbe
apparent on reasonable inspectionwithin 12months of delivery)
Subjectonlyasotherwise herein providedall conditions,warrantiesand representations, express or implied, (andwhether by statutes, common lawor
otherwise) in relation to thegoodsarehereby excluded and theCompany shall be under no liability to theCustomer for any loss, damageor injury,director
indirect resulting from defectivematerial, faultyworkmanship or otherwise howsoever arising andwhether or not caused by the negligenceof theCompany its
employees oragents save that theCompany shall accept liability fordeath or personal injury caused by the negligence of theCompany
TheCompany’s pricesaredeterminedon the basisof the limitsof the liability set out inClauses 13and 14 TheCustomermaybywritten notice to the
Company request theCompany toagree a higher limitof liability provided insurance cover can be obtained therefor TheCompany shalleffect insurance up
to such limit and theCustomer shallpay upon demand the amountof any and all premiums TheCustomer shall disclose such informationas the insurer shall
require In no case shall theCustomer be entitled to recover from theCompanymore than the amount received from the insurer
TheCustomer shall indemnify theCompany against any and all liabilities, claims and costs (including reasonable legal fees) incurred by theCompanyasa
director indirect result of thewilful or negligentact or omission ormisrepresentationof theCustomer in connectionwith the goods orbreachby theCustomer of
its obligations hereunder
All payments shall bemade net cashwithin30 days of the date of the invoice, subject to suitable credit references, unless otherwise agreed inwriting by the
Company Time forpayment shall be of the essence
If theCustomer fails topay any sum on the due date thenwithout prejudice to anyother right or remedy available to theCompany, theCompanymay cancel
the contract; suspend further deliveries; appropriate any paymentmade by theCustomers to suchof the productsas theCompany think fit (notwithstanding any
appropriation by theCustomer);and charge interest fromScottHealth&Safety Ltd (before and after Judgement) on the amountunpaid at the rateof 4%above
BarclaysBank plc’s base rate from time to time calculated on a daily basis until payment in full and retrospectively fromScottHealth&SafetyOy11% in total
based onFinnishBank rates
TheCustomer shall have no right to set-off, statutory orotherwise
TheCompany reserves the right atany time todemand security for payment before deliveringany order
The goods shallbe at theCustomer’s risk as from delivery to theCustomer or the carrier
In spite of delivery havingbeenmade property in thegoods shall notpass from theCompany until:
1811 theCustomer shallhave paid the priceplusValueAddedTax in fulland
1812 no other sumswhatever shall bedue from theCustomer to theCompany
Untilproperty in the goods passes to theCustomer in accordancewithClause 181 theCustomer shall hold the goodsand each of themon a fiduciarybasisas
bailee for theCompany TheCustomer shall store thegoods (at no cost to theCompany) separately from all other goods in its possessionandmarked in such a
way that they are clearly identifiedas theCompany’sproperty
Notwithstanding that thegoods (or any of them) remain the property of theCompany theCustomermay sell or use the goods in theordinary course of the
Customer’s business at fullmarket value for the account of theCompany Any such sale or dealing shall be a sale oruse of theCompany’spropertyby the
Customer on theCustomer’s ownbehalfand theCustomer shall deal as principalwhenmaking such sales or dealings Until property in thegoodspasses from
theCompany the entireproceedsof sale or otherwise of the goods shall be held in trust for theCompany and shall not bemixedwith othermoneyorpaid into
anyoverdrawnbank account and shall be at allmaterial times identified as theCompany’smoney
TheCompany shall beentitled to recover theprice (plusValueAddedTax)notwithstanding that property in any of the goods has not passed from theCompany
Until such time as property in the goods passes from theCompany theCustomer shallupon request deliver up such of the goods as have not ceased tobe in
existence or resold to theCompany If theCustomer fails to do so theCompanymay enter uponany premisesowned occupiedor controlledby theCustomer
where the goodsare situated and repossess the goods On themaking of such a request the rights of theCustomer under clauses 11 and 183 shall cease
TheCustomer shall not pledge or in anyway chargebyway of security forany indebtedness any of the goodswhich are the property of theCompany Without
prejudice to theother rightsof theCompany, if theCustomer does so all sumswhatever owing by theCustomer to theCompany shall forthwith becomedueand
TheCustomer shall insure and keep insured the goods to the fullprice against “all risks” to the reasonable satisfactionof theCompanyuntil the date that
property in thegoodspasses from theCompany, and shallwhenever requestedby theCompany produce a copy of the policyof insurance Without prejudice
to theother rights of theCompanyand alsowith respect to theFinnish law If theCustomer fails todo so all sumswhatever owing by theCustomer to the
Company shall forthwithbecomedue andpayable
TheCustomer shall promptly deliver the prescribed particularsof this contract to theRegistrar in accordancewith theCompaniesAct 1985PartXII asamended
without prejudice to the other rights of theCompanyand alsowith respect to theFinnish law If theCustomer fails todo so all sumswhateverowingby the
Customer to theCompany shall forthwithbecome due and payable
In theevent of goods or parts thereof suppliedby theCompany not complyingwith the express terms of the contractor proving defective inmaterialsor
manufactureor designwithin 6months after delivery theCompanywill, at its option, repair or replace thegoods or the defective part orparts thereof freeof
charge to theCustomerorwill refund allpaymentsmade by theCustomer
Wheregoods are returned to theCompany pursuant to any claim under the afore goingClause but it is found that no liability exists there under theCustomer
shall pay to theCompany the reasonable costs of investigating the claim
TheCustomer shallensure that thegoods supplied under this contract shall onlybe used inaccordancewith thewarning fitted to the goodsandwith instruction
manuals supplied by theCompany in relation thereto
TheCustomer shallensure that anygoods supplied by theCustomer for ultimate use bynon-English speaking consumers shallonlybe suppliedwithboth the
warning fitted to thegoods andwith the instructionmanuals translated into the languagewhichwillbeunderstoodbyany such user
Patents andTradeMarks
TheCompany shall subject toClause 24 and 25 hereof indemnify theCustomeragainstany claimmadeagainst theCustomer by reason that the goods sold
by theCompany to theCustomer infringes anyUnitedKingdom patentor registereddesign subsistingat the date of such saleby theCompany provided that
written notice is givenby theCustomer to theCompany immediatelyany such claim ismadeandnoadmission ismadeby theCustomer in respectof any
alleged infringement
In relation to such claimsas is referred to inClause 23 hereof theCustomer shallpermit theCompany to undertake sole conduct ofany defence thereto and
anynegotiations fora settlement thereof
Clause23 shallhave no application any claim in respect ofan infringement or alleged infringementwhich has arisen by reasonof compliance by theCompany
with anydesign or instruction furnishedby theCustomerandwhereany claimwhicharises as aforesaid ispursued against theCompany theCustomer shall
indemnify theCompanyagainst such claimandany costorexpenses incurredby reason thereof
TheCustomerwillnot alter removeor inanyway tamperwithany of the trademarks or trade namesonany of theproducts supplied
Insolvencyof theCustomer
If theCustomermakes any voluntaryarrangementwith its creditorsorbecomes subject toanadministration orderorbeing an individual becomesbankrupt
or (being a company) goes into liquidation (otherwise than for the purpose ofamalgamationor reconstruction);or ifanencumbrancer takes possession
ora receiver is appointed ofany property or assets of theCustomer; or theCustomer ceases or threatens to cease to carryonbusiness; or theCompany
reasonably apprehends that anyof theeventsmentionedaboveareabout to occur then (without prejudice to anyother rightor remedyavailable to the
Company) theCompanymay cancel the contract or suspend furtherdeliveriesunder the contractionwithoutany liability to theCustomerand if theproducts
have been deliveredbutnotpaid for theprice shall become immediatelydueandpayablenotwithstanding anypreviousagreement to the contrary
All invoices forgoods supplied to exporthouseswillbe subject to the standard rateofValueAddedTax
General andGoverningLaw
Any notice shall be inwriting to theaddressof the relevantparty on theAcceptanceofOrder form or such other addresses asnotified for thepurpose
Nowaiverby theCompany ofany breach of the contractby theCustomer shall be considered as awaiver of any subsequent breachof the sameoranyother
If anyprovisionof theTerms isheldbyany competent authority tobe invalidorunenforceable inwhole or in part the validityof the other provisionsof theTerms
and the remainderof theprovision inquestion shall notbeaffected thereby
All contracts for the saleof goodsentered intoby theCompany shallbe subject toEnglish law and to the exclusive jurisdictionof theEnglishCourts towhich
jurisdiction thepartiesagree to submit fromScottHealth&Safety Ltdand respectivelyFinnish Law fromScottHealth&SafetyOy
The productsmanufacturedat our factories inSkelmersdaleandVaasa carry awarranty of12months (unless statedotherwise) forparts, labour and return to
site Thewarrantyperiod runs from thedateofpurchaseby the end user
Theseproductsarewarranted to be free fromdefects inmaterialsandworkmanshipat the timeofdelivery Scottwill be underno liability foranydefect arising
fromwilfuldamage,negligence,abnormalworking conditions, failure to follow theoriginalmanufacturers instructions,misuseorunauthorised alterationor
Evidenceof purchasedatewill need tobeprovided forany claims arisingduring thewarranty period Allwarranty claimsmust be directed throughScott
CustomerServicesand inaccordancewithour sales return procedure
Exportand ImportControls;UseRestrictions
The customer covenants and agrees thatallof itsactivities underorpursuant to thisAgreement shall complywithall applicable laws, rules and regulations
Specifically, butwithout limitation, the customer shall be responsible for obtaining all licenses,permitsandapprovalswhich arenecessaryoradvisable for
its saleor distribution of theproductand for theperformance of itsdutieshereunder The customermaynot exportor re-export theproducts, any underlying
informationor technology,orany direct productof the foregoing except in full compliancewith theexport controls administeredby theUS andother countries
and anyapplicable importand use restrictions For technology and source code, such transfers include thosemade to foreignnational in theUnitedStates
Noneof the foregoing itemsmay be transferred orotherwise exported or re-exportedwithoutUS Government permission toanyone on theUS Treasury
Department’s list ofSpeciallyDesignatedNationals or theUS CommerceDepartment’sDeniedPersons List,Entity List,orGeneralOrderNo3 (inSupp 1
toEARPart736),or toCuba, Iran,NorthKorea,Sudan,Syria,as the same list ofUS embargoed countriesmay be revised from time to time, or for usewith
chemicalorbiologicalweapons, sensitive nuclear end-uses, ormissiles todeliver them The customer represents andwarrants that it isnot located in,under
controlof, ora national or residentof any such country or on any such list
The customeragrees to indemnify and hold harmlessScottHealth andSafetyagainstany claim,demand,action, proceeding, judgment,penalty, fine, loss,
liability, costorexpense (including reasonableattorneys fees) sufferedor incurred byScottHealth andSafetyandarisingoutof or relating to any violation
by the customerorany of its customers ofanyexport control laws or regulations, including,without limitation and ifapplicable,US lawsand regulations, in
connectionwith the theproduct oranydirect product thereof
The customerunderstands that the foregoing obligationsare legal requirementsandagrees that they shall survive any termor termination of this agreement
All of the complianceprovisions set forth below shallapply to this agreement andany related schedule
No ImproperMeansofObtainingBusiness SellerandBuyer intend that no paymentsor transfersof value shallbemadewhich have thepurpose or effectof
publicor commercial bribery, acceptanceof or acquiescence inextortionor kickbacks, or other unlawful or impropermeans ofobtaining business
NoBribes;Anti-BoycottLaws Buyerwillnot,directly or indirectly,pay,offer, authorizeorpromiseanymonies or anythingof value (such asgifts, contributions,
travel,orentertainment) to anypersonororganization, includingany employeeofBuyer’sorSeller’s customers, oranyGovernmentOfficial (which includes any
employeeorofficial of anygovernmentalauthority,governmentowned or controlledentity, public international organization or political party;orany candidate
forpoliticaloffice) for thepurposeof improperly influencing their actsordecisions Buyerwill take appropriate actions to ensure that any person representing
or acting under its instructionor control (“Buyer’sAgents”)willalso complywith this section TheBuyerwillnot requestCustomer to takeanyactionwhich is
prohibited orpenalised underanyUS anti-boycott lawor regulation,andany suchapparent requestwillbedeemednulland void Nothing in thisagreement
or inany such apparent requestwillbe construed to require or to constituteanagreementbyCustomer to take actionwhich isprohibitedorpenalised under any
US anti-boycott law or regulation
NoKickbacks No part of thepayment ofanyamountspayableunder this agreementwill be distri-buted toSeller, itsaffiliatesor customers, or anyof its
employees or their familymembers
NoConflicts Exceptasdisclosed inwriting toSeller (inaquestionnaire responseorotherwise),Buyer represents that itdoes nothaveany reason to believe
that there areanypotential conflictsof interest regarding its relationshipwithSeller, suchas familymemberswho couldpotentiallybenefit from the commercial
relationshipestablishedby thisagreement;andneitherBuyer,norany ofBuyer’sAgents,are or haveany familymemberswhoareGovernmentOfficials in a
position to influence your commercial relationshipwithSeller
AccurateBooks andRecords Buyerwillmaintain completeandaccurate booksand records inaccordancewithgenerallyaccepted accounting principles in
Buyer’s jurisdiction, consistently applied, properly andaccurately recordingall paymentsmadebyBuyer orBuyer’sAgents in performance of this agreement
or related to it, andany commission, compensation, reimbursement,orotherpaymentmadebyoronbehalfofSeller toBuyer orBuyer’sAgents Buyerwill
maintaina system of internal accounting controls reasonably designed to ensure that itmaintainsno off-the-bookaccountsand that itsassets are usedonly in
accordancewith itsmanagementdirectives
Notification Buyerwill notifySellerpromptly if (a)Buyerorany ofBuyer’sAgentshave reason tobe-lieve thatabreachof this sectionhasoccurredor is likely
tooccur; or (b) ifany conflictsof interest ariseafter the signing of this agreement, including ifany ofBuyer’sAgentsor their familymembersbecome a govern-
mentofficialorpoliticalparty candidate in aposition to influenceBuyer’s commercial relationshipwithSeller Buyerwill sendall suchnotices toTycopolicy@
Tycocom or to suchother locationasSellermaydesignate inwriting
ComplianceCertification Buyerwill,when and asmaybe requestedbySeller from time to time, provide toSellerawritten certification in form and substance
satisfactory toSeller thatBuyer is in compliancewith this section
NoPayments for ImproperActivities Sellerwillnot be required underany circumstances to takeany action ormakeany payments thatSellerbelieves, in
good faith,would cause itor its affiliated companies to be in violationof anyAnti-Corruption Laws (Anti-CorruptionLaws include, collectively, theUnitedStates
ForeignCorruptPracticesAct, lawsunder theOECDAnti-BriberyConventionand localanti-corruption laws) IfSelleratany time believes, ingood faith,
thata breach ofany of the representationsandwarranties in this sectionhas occurred ormayoccur,Sellermaywithholdany commission, compensation,
reimbursement,or other payment until such timeasSeller has received confirmation to its reasonable satisfaction that no breach has occurred orwill occur
Seller shall notbe liable toBuyer forany claim, losses,ordamageswhatsoever related toSeller’sdecision towithhold any commission, compensation,
reimbursement,or other payment under thisprovision
AuditRights IfSeller atany time believes, in good faith, thatBuyerhas breached thewarranties, representations oragreements in this section, thenSellerwill
have the right toauditBuyer‘sbooksand records related to thisagreement inorder to verifyBuyer’s compliancewith the provisions of this section Theauditwill
be performedby individuals selectedbySeller However,upon request byBuyer,Sellerwill select in its solediscretionan independent thirdparty to conductan
audit inorder to certify toSeller that nobreach hasoccurred orwill occur Buyerwill fully cooperate inany audit conductedby or on behalf ofSeller
TerminationRights Anybreachof thewarranties, representationsoragreements in this sectionwill constitute grounds for immediate termination of this
agreementand anyOrder for causebySellerandno commission, compensation, reimbursementorotherpaymentwillbedue toBuyer Buyerwill indemnify
andholdSeller harmlessagainstany actions, legal claims,demands, proceedings, losses,damages, costs, expenses and other liabilities ofwhatever nature
resulting fromBuyer’s breach of the representations,warrantiesandagreements contained in the section
DataPrivacyConsent Buyer consents to the collection, processingand international transfer of data and information related to thebusiness relationship
between it andSeller, including the transfer of personally identifiable data (forexample names, emailaddresses, telephonenumbers) toand betweenSeller
and its affiliateswherever theymay be located throughout theworld, for the purposesofallowingSellerand its affiliates to evaluateBuyer’s experience and
qualificationsand implement anybusiness Buyerhas the right to: (a) requestaccess to this data; (b) rectify or cancel any inaccurateor expired data;and (c)
object toany processing thatdoes not conform to these purposes Buyermay exercise its rightsbywriting toSelleratTycopolicy@Tycocomor to such other
Thepartiesagree that theywill not sell, re-exportor transfer anyproductsor technical informationor services suppliedunder this agreement to Iran,North
Korea,Syria,Cuba andSudan, includinganyentities orpersons in those countries,eitherdirectly or indirectly (“Seller’sPosition”) The partiesagree that
theywill not sell, re-exportor transfer anyproductsor technical informationor services suppliedunder this agreement toany other countriesexcept in full
compliancewith allapplicablegovernmental requirements, includingbut not limited toapplicableeconomic sanctionsand constraintsadministered by theUS
TreasuryDepartmentandapplicable export controlmeasuresadministered by theUS DepartmentofCommerce andUS Department ofState, anyotherUS
government agencies, andmeasuresadministered by theEuropeanUnionor thegovernmentagenciesof anyother countries
Any violationby the partiesof theapplicable lawsor regulationsof theUS or anyothergovernment, orwhereCustomerbreachesSeller’sPosition
notwithstandingwhetherornot this is contrary to anyaforementioned applicable laws or regulations, shall be deemed amaterialbreach of this agreementand
sufficient basis forSeller to rejectany or allorders or to terminate thisagreement Compliancewith applicable legal requirementsandSeller’sPosition is a
prerequisite for performanceunder thisagreement,and if there isa failure to complywith such legal requirements, the partiesagree that theyare incapableof
meeting itsobligations under this agreement Seller reserves the right to refuse toenter intoorperform anyorder,and to cancel anyorder, placedunder this
agreement ifSeller in its sole discretion determines that the entry into suchorderor the performanceof the transaction towhich suchorder relates could violate
anyapplicable lawor regulation of theUnitedStates,orany other governmentsand/orSeller’sPosition
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