1.  GENERAL. These general terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, parts, repair and remanufacturing services – hereinafter, "Products") furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorised representative at Seller’s headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein.
2.  PAYMENT TERMS. Net thirty (30) days from date of invoice with ongoing approved credit as determined by Seller. Seller may render partial invoices and require progressive payments. Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorisation both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).
3.  DELIVERY TERMS. Buyer is responsible for all shipping and handling charges. Delivery terms are FCA Seller’s plant or designated location (per current Incoterms 2020) and Seller will arrange, prepay, and add all shipping, handling, custom, insurance and similar charges incurred by Seller or as otherwise agreed to as evidenced by Seller’s order acknowledgment. Seller will consider all requests for expedited performance on an individual basis and at Buyer’s expense. In all cases title transfers and risk of loss passes to Buyer upon the earlier of Seller’s delivery to Buyer or receipt by the first carrier for transport to Buyer except that title to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller disclaims all liability for late delivery. Where applicable, prepaid shipping and handling charges will be billed as a separate invoice item. In addition to Seller’s right to assess a storage fee, Buyer’s failure to take possession of the goods by the delivery date will result in Seller being able to resell or redeploy the goods at its option.
4.  WARRANTY.
   (a)  Hardware: Seller warrants that new hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of six (6) months from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer.
   (b)  Software and Firmware: Unless otherwise provided in a Seller or third party licence, Seller warrants that standard software or firmware Products furnished hereunder, when used with Seller-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by Seller for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Seller makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer's intended use or requirements.
   (c)  Non-Warranty Factory Remanufacture, Repair and Field Exchange: Seller warrants that non-warranty factory remanufactured or field exchanged hardware Products or repaired hardware Product components will be free from defects in material and workmanship for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are warranted for a period of thirty (30) days from the date of shipment to Buyer or the remainder of the original warranty term, whichever is longer.
   (d)  Services: Seller warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller.
   (e)  “Open Box” Products: Seller warrants that hardware Products sold as “Open Box” (e.g., Buyer and distributor returns, factory refurbished or reconditioned, etc.) will be free from defects in material and workmanship for a period of ninety (90) days from the date of invoice from Seller or its appointed distributor, as the case may be. “Open Box” Products, while serviceable, may not reflect the latest series or revision. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of thirty (30) days from the date of shipment to Buyer or the remainder of the original ninety-day warranty term for that particular Product, whichever is longer.
   (f)  Buyer Specifications/Compatibility: Seller does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in Seller’s published specifications or written quotation
   (g)  Recyclable Materials: In keeping with environmental policies and practices, Seller reserves the right to utilise in its product manufacturing, repair and remanufacturing processes certain recyclable materials (e.g., fasteners, plastics and the like) or remanufactured parts equivalent to new in performance or parts which may have been subject to incidental use. However, such utilisation will not affect any provided Product warranty or published reliability statistics.
   (h)  Remedies: Remedies under the above warranties will be limited, at Seller’s option, to the replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products pursuant to Seller's instructions. Replacement Products may be new, remanufactured, refurbished or reconditioned at Seller’s discretion. Buyer requested on-site warranty service (consisting of time, travel and expenses related to such services) will be at Buyer’s expense. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising therefrom.
   (i)  General: Warranty satisfaction is available only if (a) Seller is provided prompt written notice of the warranty claim and (b) Seller’s examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment; damage or degradation due to mishandling, improper lifting or incorrect storage of the Products after delivery and during installation and commissioning
   (j)    THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Rights under the above warranties (subject to noted limitations) extend to Buyer’s customers if Buyer is a Seller-appointed distributor for the Products.
5.  DISCLAIMER AND LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER’S VENDORS, APPOINTED DISTRIBUTORS AND OTHED AUTHORISED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
6.  INTELLECTUAL PROPERTY INDEMNITY. Except as excluded herein, Seller will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of the Products sold or licenced hereunder by Seller infringes any patent, copyright or trademark granted or registered in the country of Seller’s shipping destination, provided (a) Buyer promptly notifies Seller in writing of any such claim and any suit or proceeding, (b) at Seller’s expense, Buyer gives Seller the sole right to defend, settle and control the defense of the suit or proceeding, (c) Buyer provides all necessary information and assistance for such defense or settlement, and (d) Buyer takes no position adverse to Seller in connection with such claim. In the event Seller is obligated to defend such suit or proceeding, Seller will pay all costs and damages finally awarded or agreed upon by Seller that are directly related thereto. Seller’s obligations under this paragraph will be fulfilled if Seller, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Seller will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Seller. As used in this paragraph, the term “Products” shall mean only Seller’s standard hardware and software that are generally commercially available, and expressly excludes third-party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.
7.  RESALE OF THIRD-PARTY BRANDED PRODUCTS AND SERVICES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENCED BY SELLER AS A DISCRETE ITEM HEREUNDER.
8.  LICENCED SOFTWARE AND FIRMWARE. Use of Products comprised of software or firmware may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate Seller or third-party licence agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate Seller’s licence agreement, Buyer is granted a non-exclusive, non-transferable licence to use provided Seller’s software or firmware only in object code form and solely in conjunction with Seller-provided Products, with no rights to sublicence, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware
9.  PACKING AND MARKING. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.
10.  WEIGHTS AND DIMENSIONS. Published or advertised weights and dimensions are estimates or approximations only and are not warranted.
11.  PRICES. Prices and other information shown in any Seller publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all such taxes as may be applicable. Time and material services will be provided in accordance with Seller’s published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by Seller’s written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time Seller’s representatives are available for work and waiting (whether on or off the job site) to perform the services.
12.  CHANGES AND SUBSTITUTIONS. Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller's design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
13.  RETURNS. All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and shipped to Seller-specified locations. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer. Notwithstanding the foregoing, all sales of “Open Box” Products and any third-party branded products are final and do not qualify for non-warranty return.
14.  ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to Buyer’s specification may equal the actual selling price of the Products. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be entitled to cancellation and restocking charges as identified above. No termination by Buyer for cause will be effective unless and until Seller has failed to correct such alleged cause within forty-five (45) days after receipt of Buyer’s written notice specifying such cause.
15.  FORCE MAJEURE. Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, pandemic, quarantine restrictions, supply and/or component shortage through no fault of Seller, war, riots, acts of terrorism, theft, malicious attacks, delays in transportation, or transportation embargoes. In the event of such delay, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.
16.  GOVERNMENT CLAUSES AND CONTRACTS. Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorised representative at Seller’s headquarters. Products sold or licenced hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a "Basic Component" as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.
17.  EXPORT CONTROL. Buyer acknowledges that the products, software, services and Buyer Service-Compatible Application(s) may be subject to various export controls and regulations. Buyer agrees to comply with all applicable export and re-export laws and regulations, embargoes and sanctions including, but not limited to, those of the United States (collectively the “Export Laws”), and represents and warrants that all services provided hereunder, and any derivatives thereof will not be: (i) (i) used, downloaded, exported, re-exported or transferred, directly or indirectly, contrary to the Export Laws; (ii) used for any purpose prohibited by the export Laws, including but not limited to, the design, development, manufacture or production of nuclear, missile, chemical or biological weapons; and/or (iii) delivered to persons/entities otherwise ineligible to acquire or use the products or services provided hereunder. Buyer represents and warrants that they are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, and are not owned 50% or more or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g. the U.S. Department of Treasury’s Specially designated Nationals list and Foreign Sanctions Evader list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. Buyer further warrants that no sanctioned or blocked individual will be involved in the work envisioned under this agreement, including negotiations, contracting, or any other transaction, and shall advise Seller immediately in the event an ownership or other change would violate any term in this section, in which case Supplier shall be relieved from any further responsibilities under this agreement. Buyer understands that certain functionality of Software, such as encryption or authentication, mas be subject to use, import or export restrictions in the event that Buyer transfers the Software from country of delivery, and Buyer is responsible for complying with any such applicable restrictions. Buyer shall be responsible for procuring all required government authorization for any subsequent export, import or use of the Service and any Buyer Service-Compatible Application(s) utilized by Buyer. Seller will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Seller’s discretion.
18.  DISPUTES. The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.
19.  GOVERNING LAW AND FORUM. The agreement evidenced hereby and all disputes arising thereunder will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the state of Texas, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.
20.  ASSIGNMENT. The agreement evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganisation.

Purchase Order Terms & Conditions

This Purchase Order is subject to your acceptance of the following terms and conditions:

1.  “Sensia,” “We,” or “us” means Sensia LLC or the subsidiary named in this Purchase Order (“Order”), “you” means the seller named in this Order, and “Products” means the goods and services listed in this Order. Sensia and you are sometimes individually called “party” and together “parties.”
2.  Accepting this Order. You may accept this Order in writing, by an acknowledgement of this Order through a supplier network portal or by providing the Products, whichever you choose to do first. If you propose to change the terms of this Order in any way, you must understand that none of your proposed terms will become part of this Order and we reject all such terms unless we expressly accept them in writing. Even if this Order refers to a quotation or proposal by you, it does not accept the proposal or quotation or any terms it might contain, and the terms of this Order still apply.
3.  Pricing and Discounts. We will buy Products for the price stated in this Order. If no price is stated in this Order, the price will be the last price you charged or quoted us. Unless we have stated otherwise in this Order, the price includes all delivery costs. You will be responsible for any other costs before completed delivery. If your payment terms include a discount for prompt payment, we will calculate the discount from the later of when we receive acceptable Products or a correct invoice.
4.  The law provides us with certain warranties. In addition to those, you warrant to us and our customers that all Products will: (a) conform to the specifications, drawings samples, or other written descriptions that are made a part of this Order; (b) be free of defects, made with new materials (unless we agree otherwise in writing), of merchantable quality and workmanship, and suitable for our intended purposes; (c) be free from defects in design, material, and workmanship; (d) fully comply with all laws, regulations, and industry standards where the Products are manufactured, stored, shipped, used, and sold; and (e) not infringe, nor will our use of them infringe, the intellectual property rights (including trade secret rights) or any other confidentiality, proprietary, or contractual rights of anyone else. You will assign to us any warranties you receive from someone else related to the Products. If the warranties cannot be assigned, you agree to make claims under the warranties on our behalf upon our request. You represent and warrant that the Products do not contain any "open source" software, any portion of “open source” software or firmware code, including but not limited to code that is licensed under the GNU General Public License.
5.  Possible Problems and Changes. You must tell us immediately if you learn of anything that might indicate a quality or safety issue with the Products or could cause you to violate any of your warranties. You must tell us at least 90 days in advance of any proposed change in the Product’s design, specification, materials, or site or method of manufacture, and you may only proceed upon our prior written consent. Please use a Supplier Change Notification Form, or your company’s own equivalent, to communicate changes of this type.
6.  Shipping Terms. Unless stated otherwise in this Order, you bear the risk of loss until the Products are delivered and accepted in writing by us. Delivery will then be complete. Unless we agree in writing, all deliveries must be on weekdays during normal business hours. If we request shipment to our customer or our designated freight forwarder, we will provide you with the customer’s or freight forwarder’s name and address before the scheduled shipping date.
7.  Shipping Documents. You must include your name and address (as well as the name and address any third party responsible for shipment); description of Products (in English if shipping to the United States); Order number by line item; lot number; country of manufacture; agreed Incoterms 2010, including the named place or port; receiving dock location; and any other identification number that we may give you on all shipping documents and each shipping unit. You will provide accurate and complete information on the commercial invoice, packing list and customs documents. Lack of adherence to the above requirements may delay payment.
8.  Timely Delivery. The delivery of Products on this Order must be made in the quantities and on the date specified on the Order. If you fail to deliver the quantities at the stated time, we may: (i) cancel the specific delivery; (ii) terminate this Order; (iii) refuse to accept delivery; or (iv) choose to accept late delivery. You will be responsible for any damages we suffer as a result of delivery deviating from the Order.
9.  Rejecting the Products. Our payment for the Products does not necessarily mean that we have accepted them. When we receive Products, we may inspect them but are not required to do so. At any time and at your expense, we may reject and/or return Products to you that exceed the quantity ordered or that violate your warranties. If we return Products that violate your warranties, you will replace them as soon as possible with Products that meet your warranties or refund our purchase price (plus inbound transportation charges, if bought FCA shipping point), whichever we choose, and you will reimburse us for our damages.
10.  Canceling this Order for Convenience. We may cancel this Order at any time, in whole or in part, for convenience by notifying you any time before you deliver the Products. After we give you such notice, you will take all reasonable steps to minimize your costs due to our cancellation. We will pay you for your unavoidable costs (less any savings realized from our cancellation and excluding any profits) that you can document to our reasonable satisfaction, but we will not reimburse costs exceeding the value of the cancelled order. You will refund to us all unearned progress payments made to the date of cancellation of the Order.
11.  Canceling this Order for Cause. We may cancel this Order at any time if you fail to perform any of your obligations under this Order or cannot assure us that you will be able to continue to perform your obligations. We will not be responsible for any costs you incur, and we will have all rights and remedies available to us under law or in equity.
12.  Electronic Commerce and Communication: You will support our electronic commerce and communication programs such as: E-Sourcing/Procurement, Inventory Management, Electronic Invoice Presentment and Payment (EIPP), Electronic Data Interchange (EDI), Supply Network Collaboration (SNC), and other web-based or Business to Business (B2B) Systems as requested by us (collectively referred to as "Electronic Commerce"). In addition, you shall follow all supplier onboarding procedures and associated instructions provided by Sensia and as amended from time to time, including uploading Supplier Inventory Monitor (SIM) reports to the Sensia portal as requested.   If we elect to purchase by Electronic Commerce such purchases will continue to be governed by the provisions of this Order and as may be provided in a separate Electronic Commerce agreement between us. 
13.  Making Changes. We may ask in writing to make changes to drawings, designs, specifications, quantities, delivery schedules, production location, manufacturing process, or other terms of the Order. If a change affects your costs or ability to deliver the Products on time, you must tell us in writing, by using the Supplier Change Notification Form, or your company’s own equivalent, within 30 days so we can decide if we want you to go forward with the change. If a change affects your costs and we ask you to proceed, the parties will negotiate a fair adjustment to the price.
14.  Owning Custom Features of the Products. If you develop custom features for the Products (“Custom Work”) in performing under this Order, you transfer and assign all of your right, title and interest in the Custom Work to us automatically upon creation, including all rights in copyright, the right to register and renew the copyright throughout the world, and any other rights. You agree that the Custom Work is work made for hire under applicable law. You represent and warrant that: (a) the Custom Work was developed through your sole and original efforts and does not infringe the intellectual property or privacy rights of any person; and (b) you have no other arrangements that would interfere with assigning us all of your interest in the Custom Work. You waive any right of approval or moral rights that you may have with respect to modification, combination or any other use of the Custom Work, and on behalf of yourself and your successors, waive any right of reversion which you or they may have, to the extent permitted by law.
15.  Protecting Us from Losses. You indemnify, defend and hold us (and our affiliates, shareholders, directors, officers, employees, agents, subcontractors, suppliers and customers) harmless from any and all liabilities, damages, injuries, losses, claims, suits, judgments, and expenses (including but not limited to reasonable legal fees, court costs, and out-of-pocket expenses) arising from the Products provided by you under this Order, including but not limited to: (a) a breach of this Order by you or your employees, agents, or subcontractors; (b) acts or omissions related to this Order by you or your employees, agents, or subcontractors; or (c) infringement of any intellectual property right related to the Products or our use of them (unless caused solely by your proper use of our intellectual property). If a claim affects our use of the Products, you will, at your expense and our sole discretion, (i) procure for us and our customers or transferees the right to continue to use and sell the Products; or (ii) redesign the Products to make them non-infringing without diminishing the original functionality.
16.  Insurance Requirements.During the term of this Agreement and as long as we may reasonably request, you will, at your own expense, procure and maintain the following insurance policies to cover the work as well as any other policies applicable by law in the jurisdiction in which the work is performed:

    16.1  Commercial General Liability insurance including but not limited to blanket contractual, premises liability, completed operations and products liability coverage in an amount not less than $5,000,000 per occurrence and in the aggregate. Coverage will apply on a worldwide basis.

    16.2  Automobile Liability including coverage for all owned, hired and non-owned automobiles with a limits not less than $2,000,000 combined single limit of liability.

    16.3  Workers’ Compensation insurance with statutory limits and Employers’ Liability insurance with limits not less than $1,000,000 per employee, per accident and per disease.

    16.4  If professional services are being provided, Professional Liability insurance covering all claims arising out of errors & omissions including designs with a limit not less than $5,000,000 per occurrence.

    16.5  If software products and/or services are provided, Professional Liability insurance including Technology Errors & Omissions, Privacy and Cyber-Risk (Network Security) Liability insurance with a limit not less than $5,000,000 per occurrence.

    Sensia and its affiliates, shareholders, directors, officers, employees and agents shall be additional insured with respect to all liability policies on a primary basis.  Any insurance possessed by us shall be excess and noncontributory.

    The above minimum limits may be satisfied through the use of primary and umbrella/excess liability insurance policies. The policies shall contain a provision that it cannot be cancelled or materially changed without 30 days' written notice to us.

    Deductibles and self-insured retentions are your sole responsibility.  Each insurer must possess a minimum Best's rating of "A-" (or equivalent rating by the comparable rating agency in your country), and be licensed to conduct business in all states/countries where this Order applies. You must understand that the types and amounts of insurance will not limit your liability to indemnify, defend, and hold us harmless. In our sole discretion, we may revise the requirements regarding the type of insurance and limit of liability.

    Subject to our sole discretion to grant permission to you to hire subcontractors, you are obligated to ensure that each of the subcontractors obtains and maintains each of the above coverages and extends the same indemnity obligations as set forth herein to us. If the subcontractor fails or is unable to honor these obligations in any manner, you contractually agree to assume this obligation of the subcontractor. Failure to comply with this section will be considered a breach of the contract documents.

    You will not start work or enter upon the work site without providing the Certificates of Insurance required by this agreement. You will be responsible for any delays caused by your failure to submit the Certificates of Insurance.

17.  Buyer Materials. Title (including right of immediate possession) to all tooling, dies, and material furnished by us to you or purchased from you by us (“Buyer Materials”) shall remain with us. Any Buyer Materials are held by you as bailee. Buyer Materials must be: 
    (a) maintained in good condition, 
    (b) permanently identified as our property, 
    (c) adequately insured at your expense for our protection, and 
    (d) used only for work ordered by us. 
    You will ensure that all Buyer Materials are readily identifiable as our property and not commingled with property belonging to you or others. Upon our request, you will return Buyer Materials to us in good condition (fair wear and tear excepted).
18.  Inspecting Your Facility. We or our representative may inspect any facility where you make, store, or ship the Products, with reasonable notice and in a reasonable manner, up to two times a year (or more frequently if we find a breach of this Order). If the inspection reveals that you have breached any Order, you will immediately take all corrective actions that we may require. We or our representative may return to inspect your facility as often as needed to reasonably ensure that the breach has been corrected. Inspections are at our discretion and do not relieve you of any obligations under this Order.
19.  Protecting Our Confidential Information. You will treat as confidential (a) all specifications, documents, data, designs, or other information delivered by us to you and (b) any other non-public information that you may receive from or learn about us (collectively, “Confidential Information”). You may only disclose our Confidential Information on a need-to-know basis to your employees (and your agents and subcontractors previously authorized by us to work with you who have signed confidentiality agreements reasonably acceptable to us). You may use our Confidential Information solely to fulfill this Order and not for any other purpose, and you may not disclose it to anyone else. We own the Confidential Information, and when this Order is completed or cancelled, you must return it to us if requested without keeping any copies. Neither party will publicly disclose the terms of this Order or our business relationship and transactions nor use the other’s name or trademark without prior written approval. The obligations under this clause will survive the cancellation, termination, or completion of this order.
20.  Addressing Events beyond Reasonable Control. If either party is unable to comply with this Order (excluding your shortage of personnel, your shortage of production materials; strike by your employees, or breach of contract by your third party providers) because of events beyond its reasonable control, that party will promptly notify the other in writing and will make reasonable efforts to restore its ability to perform within 10 days. If the inability to perform continues for more than 10 days, the other party may cancel this Order immediately, without costs or penalty, by giving written notice to the party unable to perform. For the purposes of this paragraph, “events beyond its reasonable control” shall not include international currency fluctuations or revaluations.
21.  Not Employing Child Or Forced Labor. You will not employ children or forced labor in performing your obligations under this Order.
22.  Supplier Diversity (US Suppliers Only). It is Sensia’s policy that the following businesses should have the maximum opportunity to participate in the performance of contracts. As such, Seller agrees to use commercially reasonable efforts, to partner with: 1) Minority Business Enterprises (MBEs): African American, Hispanic American, Native American, Asia Pacific American, and Asian Indian American, 2) Small Business Enterprises (SBEs): Small Disadvantaged Business; HUBZone Business; Veteran Owned Business; and Service Disabled Business, 3) Female Business Enterprises (FBEs) and Lesbian, Gay, Bisexual, or Transgender Business Enterprises (LGBTEs), and provide the diverse vendor commercial opportunities in an amount equal to at least 10% of Sensia’s annual purchases under this Agreement. If Seller is such a business, upon request, it will submit to Sensia a certification as required by the National Minority Supplier Development Council (NMSDC), the Small Business Administration (SBA), the Women’s Business Enterprise Council (WBENC), the National Gay and Lesbian Chamber of Commerce (NGLCC), or similar state or federal governmental agencies.  Upon request, Seller will also report to Sensia the dollar amounts paid by Seller to those diverse vendors for goods and services used in the performance of this Agreement, or other reasonable information requested by Sensia regarding those businesses.
23.  Export Compliance. You acknowledge your obligation to control access to technical data and equipment under applicable worldwide export laws and regulations and agree to adhere to such laws and regulations and conditions of any licenses issued in connection with any technical data or equipment received under this Order. You are responsible for obtaining required export licenses or other approvals from the government of the country of origin. You will inform us in advance if any Product is or contains any technical data or parts that is controlled or restricted for export by any government agency. You represent and warrant that you are not designated on, or associated with, any party designated on any government restricted parties list, including without limitation, the U.S. Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List and Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List, the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List and Nonproliferation Sanctions list, the United Nations Security Council Sanctions list, the Australia Consolidated list, the Canadian Restricted Entities list, the EU Financial Sanctions and UN Sanctioned Countries lists, and the World Bank List of Debarred Firms..
24.  Certificate of Origin/Supplier Declaration. You must provide a Certificate of Origin/Supplier's Declaration, and to the extent applicable, a Free Trade Certificate for each Product delivered under this Order at the time this Order is executed. Thereafter you must provide a Certificate of Origin/Supplier’s Declaration, and to the extent applicable, a Free Trade Certificate on an annual basis and must notify us immediately if the Country of Origin changes. This requirement is a material part of your obligations and your failure to comply is a basis for withholding payment or terminating this Order. All materials and products delivered to us must be in compliance with RoHS, REACH and conflicts minerals disclosure requirements and any such other regulatory requirements imposed on us in which our compliance is dependent upon extracting data and information from our suppliers and you agree to provide us certificates of compliance with RoHS and REACH and other regulatory requirements immediately upon our request. Upon our request, you also agree to provide us a full disclosure of all material ingredients that are contained in the products or parts that are sold to us by you, which includes both the type and quantity of such materials by part or product.
25.  Import Compliance. The World Customs Organization has established a worldwide framework of standards for international cargo security programs. We participate in several of these programs such as the Customs Trade Partnership Against Terrorism (CTPAT) and the Authorized Economic Operator program (AEO). As a result, you agree to provide information and assistance to us to support our participation in these programs including information about your participation in equivalent programs, and confirmation via certification and/or completion of a security questionnaire that your processes meet international cargo security criteria. You will comply with any such U.S. laws and regulations governing import of the Products including providing data and documentation needed to complete accurate and timely customs entry. The parties agree to provide each other information, support documents, and assistance as may reasonably be required by a party in connection with securing authorizations or licenses for import or return of Products.
26.  Resolving Disputes. The parties will attempt in good faith to promptly resolve any dispute arising under this Order by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties will further attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses apportioned equally to each side. Any dispute not resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction. These procedures are the exclusive procedures for the resolution of all disputes between the parties.
27.  Assigning This Order. You will not assign any of your rights or obligations under this Order without our written approval.
28.  Entire Agreement. This Order is the entire agreement between the parties with respect to the Products, and no prior discussion, negotiation, understanding, agreement, acknowledgement, invoice, purchase order, conduct or industry practice will affect it. Any changes to this Order must be in a written document signed by both parties. We may modify these pre-printed terms elsewhere in this Order, and if we do, those terms will govern.
29.  Not Waiving Rights. Neither party waives any rights under this Order by delaying or failing to exercise them.
30.  Governing Law. The laws applying to contracts made and fully performed in the State or Province shown in our address on the face of this Order, including provisions of the Uniform Commercial Code but specifically excluding the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods, will govern this Order.
31.  Language of this Order. We both agree to this Order and any related documents being in English. Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.
32.  Survival. Completion or cancellation of this Order will not affect any obligations which expressly survive or accrued before the Order’s completion or cancellation.
33.  Supplier Code of Conduct. It is our policy that you will comply with the Supplier Code of Conduct published on www.sensiaglobal.com.

Sensia Supplier Code Of Conduct

• Sensia believes in: (i) conducting business with honesty and integrity and in accordance with all laws and regulations; (ii) worker safety; and, (iii) environmental and social responsibility. Therefore, all Sensia suppliers must abide by the standards set forth in this Supplier Code of Conduct. 
• The Code is made up of the following five sections: Labor; Health and Safety; the Environment; Business Ethics; and, Management System.

• Labor

  All suppliers must meet the following minimum recognized labor standards and uphold the human rights of workers, treating them with dignity and respect as understood by the international community. This applies to all workers including temporary, migrant, student, contract, and direct employees. 

  • Freely Chosen Employment. You must not use forced, bonded (including debt bondage) or indentured labor, involuntary prison labor, or slave labor. You also must not engage in human trafficking, including transporting, harboring, recruiting, transferring or receiving vulnerable persons by means of threat, force, coercion, abduction or fraud 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. Workers must not be required to surrender any government-issued identification, passports, or work permits as a condition of employment. All fees charged to workers must be disclosed and must not be excessive. 
  • Child Labor Avoidance. You must not use child labor in any stage of manufacturing. The term “child” refers to any person under the age of 15 (or 14 where the law of the country permits), or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is the most proscriptive. We support legitimate workplace apprenticeship programs that comply with all applicable laws and regulations. Workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety. 
  • Working Hours. Work weeks must not exceed the maximum set by local law. Further, except in emergency or unusual situations, a workweek must not be more than 60 hours per week and workers must be allowed at least one day off per seven-day week. 
  • Wages and Benefits. Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, you must compensate workers for overtime at pay rates greater than regular hourly rates. You must not deduct wages as a disciplinary measure. You must supply workers with basic wage information in a timely manner via pay stub or similar documentation. 
  • Humane Treatment. There must be no harsh and inhumane treatment including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers; nor is there to be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements must be clearly defined and communicated to workers. 
  • Non-Discrimination. You must not unlawfully harass or discriminate against workers. You must not discriminate based on race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership or marital status in hiring and employment practices such as promotions, rewards, and access to training. In addition, you must not use medical tests to unlawfully discriminate against workers or potential workers. 
  • Freedom of Association. We believe that open communication and direct engagement between workers and management are the most effective ways to resolve workplace and compensation issues. You must respect the rights of workers to associate freely, join or not join labor unions, seek representation, and join workers’ councils in accordance with local laws. You must permit workers to openly communicate and share grievances with management regarding working conditions and management practices without fear of reprisal, intimidation or harassment.

•  Health and safety

  All Sensia suppliers must provide a safe and healthy work environment for workers and, at a minimum, satisfy the following standards: 

  • Occupational Safety. You must control worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles, and fall hazards) through proper design, engineering and administrative controls, preventative maintenance, safe work procedures (including lockout/tag-out), and ongoing safety training. You must provide workers with appropriate, well-maintained, personal protective equipment when hazards cannot otherwise adequately be controlled by these other means. You must not discipline workers for raising safety concerns. 
  • Emergency Preparedness. You must identify and assess potential emergency situations and events, and minimize their impact by implementing emergency plans and response procedures including: emergency reporting, worker notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans. 
  • Occupational Injury and Illness. You must put in place procedures and systems to prevent, manage, track and report occupational injury and illness, including provisions to: encourage worker reporting; classify and record injury and illness cases; provide necessary medical treatment; investigate cases and implement corrective actions to eliminate their causes; and facilitate return of workers to work. 
  • Industrial Hygiene. You must identify, evaluate and control worker exposure to chemical, biological and physical agents and use engineering or administrative controls to control overexposures. When hazards cannot be adequately controlled by such means, you must protect worker health by appropriate personal protective equipment programs. 
  • Physically Demanding Work. You must identify, evaluate and control worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks. 
  • Machine Safeguarding. You must evaluate production and other machinery for safety hazards. You must provide and properly maintain physical guards, interlocks and barriers when machinery presents an injury hazard to workers. 
  • Sanitation, Food, and Housing. You must provide workers with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by you or a labor agent are to be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate heat and ventilation, and reasonable personal space along with reasonable entry and exit privileges.

•  Environmental

  In manufacturing operations, you must minimize adverse effects on the community, environment and natural resources while safeguarding the health and safety of the public.

  Suppliers must meet the following environmental standards: 

  • Environmental Permits and Reporting. You must obtain, maintain and keep current all required environmental permits (e.g. discharge monitoring), approvals and registrations and follow their operational and reporting requirements. 
  • Pollution Prevention and Resource Reduction. You must 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. 
  • Hazardous Substances. You must identify and manager chemicals and other materials posing a hazard if released to the environment to ensure their safe handling, movement, storage, use, recycling or reuse and disposal. 
  • Wastewater and Solid Waste. You must characterize, monitor, control and treat wastewater and solid waste generated from operations, industrial processes and sanitation facilities as required prior to discharge or disposal. 
  • Air Emissions. You must characterize, monitor, control and treat air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting chemicals and combustion by-products generated from operations as required prior to discharge.
  • Product Content Restrictions. You must adhere to all applicable laws, regulations and customer requirements regarding prohibition or restriction of specific substances, including labeling for recycling and disposal.

• Ethics

  All Sensia suppliers and their agents must follow the highest standards of ethics including: 

  • Business Integrity. You must maintain the highest standards of integrity in all business interactions. All of your business dealings should be transparently performed and you must accurately reflect them in your books and records. 
  • No Improper Advantage. You must not offer or accept bribes or other means of obtaining undue or improper advantage. You must implement monitoring and enforcement procedures to ensure compliance with applicable anti-corruption laws. 
  • Disclosure of Information. You must disclose information regarding business activities, structure, financial situation and performance in accordance with applicable regulations and prevailing industry practices. Falsification of records or misrepresentation of conditions or practices in the supply chain is prohibited. 
  • Intellectual Property. You must respect intellectual property rights; you must transfer technology and know-how in a manner that protects intellectual property rights. 
  • Fair Business, Advertising and Competition. You must uphold standards of fair business, advertising and competition. 
  • Safeguarding Our Information. You must use appropriate means to safeguard our information. 
  • Responsible Sourcing. You must not incorporate materials, parts or services in materials, parts or services supplied to Sensia that would violate any law or regulation because of the origin of the material, part or service. You must have a policy to reasonably assure that the tantalum, tin, tungsten and gold in the products you manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. You must exercise due diligence on the source and chain of custody of these minerals and make their due diligence measures available to customers upon customer request. 
  • Privacy. You must have reasonable safeguards to prevent exposure of the personal information of everyone you do business with, including other suppliers, customers, consumers and employees. You must also comply with privacy and information security laws and regulatory requirements when you collect, store, process, transmit, and share personal information. 
  • Programs that Enable Reporting of Concerns. You must have a program that enables workers to report violations of the law or the policies set forth in this supplier code of conduct.
  • Non-Retaliation. You must have and have communicated to workers a process for them to raise any concerns without fear of retaliation.

• Management system 

  You must adopt or establish a management system designed to ensure that you: 

  • Comply with applicable laws, regulations and customer requirements related to your operations and products. 
  • Conform to this supplier code of conduct. 
  • Identify and mitigate operational risks related to this supplier code of conduct. 
  • That all of the suppliers you use in connection with providing goods or services to Sensia also adhere to the standards set forth in this supplier code of conduct, including an audit process to verify such compliance.