PARTICLES PLUS, INC.
Particles Plus, Inc. (“PPI”) offers to sell and accepts purchase of products (the “Products”) by Customer where Customer agrees that the sale and purchase of Products are made under these Terms and Conditions and that these Terms and Conditions constitute the entire agreement (“Agreement”) between PPI and Customer. “Customer” means the person, company or other entity purchasing the Products and/or services from PPI. Customer agrees to these Terms and Conditions of Sale in their entirety except in those areas acknowledged in writing by PPI. Additional or different terms in any oral or written communication from Customer, including but not limited to purchase orders, are void. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement and no addition to or modification of any provision of this Agreement shall be binding upon PPI unless made in writing and signed by a duly authorized representative of PPI located at PPI’s appropriate order entry location. PPI’s failure to note, challenge or object to any term, condition, or provision by Customer will not be construed as an acceptance or modification of such provision unless specifically agreed to in writing. PPI’s failure to object to provisions contained in any communication from Customer will not be deemed a waiver of the provisions herein.
All Product purchases are subject to the following terms and conditions:
1. ORDERS: All orders are subject to acceptance by PPI. PPI’s booking of an order into its order entry system will constitute its acceptance of an order. All orders will be considered binding upon entry into the PPI order entry system.
2. TERMS OF PAYMENT: Payment terms for the purchase of the Products are net thirty (30) days from date of PPI’s invoice. Customer agrees that all sums not paid when due will accrue interest daily at the lesser of a monthly rate of one and one half percent (1.5%) or the highest rate permissible by law on the unpaid balance until paid in full by Customer. Unless otherwise agreed in writing, all payments are to be made in United States dollars. In the event that PPI is required to bring legal action to collect delinquent accounts, Customer agrees to pay all costs of collection, including without limitation reasonable attorneys’ fees and costs of suit. Notwithstanding any provision of this Agreement to the contrary, Customer agrees that PPI shall retain title to each Product until Customer has paid in full all amounts due and owing to PPI for the Product. Customer acknowledges and agrees that without limitation to any other rights and remedies that PPI may have, PPI may reclaim and repossess any Product for which Customer has failed to pay in full in accordance with the terms and conditions of this Section 2, wherever such Product may be located, including without limitation any such Product in the possession of an end user of the Product. Customer hereby authorizes PPI and its agents to enter Customer’s and its end users’ premises at any time, without notice or demand, to take possession of any such Product as permitted by law, and Customer hereby agrees to indemnify and hold harmless PPI and its agents from and against any and all claims, demands, damages and liability arising as a result of or in connection with PPI’s exercise of such rights.
3. SHIPPING AND DELIVERY: All deliveries in the United States will be F.O.B. factory. All International deliveries will be Ex-works factory. A shipment method must be indicated on each purchase order. Customer agrees that if a shipment method is not so indicated, for domestic shipments, PPI will use UPS ground, and for international shipments, PPI will select a carrier. Delivery costs and insurance costs will be prepaid and PPI will add such charges to the invoice to be paid by Customer. PPI may in its sole discretion self-insure shipments, in which case PPI will add an insurance charge to the invoice to be paid by Customer. PPI will not assume any liability in connection with shipment nor will the shipper/carrier be construed to be an agent of PPI. Risk of all loss will pass to Customer upon delivery by PPI to carrier. Shipments may be shipped in several lots unless instructed by Customer to ship complete. PPI will deliver the Products to a carrier at PPI’s factory and, if the Products are sold to a Customer outside the United States, will clear the Products for export destined outside the United States. Customer will pay all freight charges, applicable import duties, and other necessary fees and will bear the risks of carrying out customs formalities and clearance. Orders are entered as close as possible to Customer’s requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of necessary documents. All shipments are deemed accepted unless, within ten (10) days of receipt, Customer supplies, in writing, a claim for shipment shortage. Customer’s failure to submit a written claim to PPI within such time period will be deemed an unqualified waiver of claims for shipment shortage. All other claims for loss, damage, or misdelivery must be filed with carrier. All Products shall be deemed accepted by Customer upon receipt subject to PPI’s Return Policy as identified in Section 9.
4. TAXES AND OTHER CHARGES: Product prices are exclusive of, and Customer will pay, applicable sales, use, service, transfer, excise, value added or like taxes, unless Customer has provided PPI with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities.
all copyright and other notices from the original Software on that copy. While Customer may obtain title to a Product, the Customer shall not own the Software itself or any bug fixes, error corrections, updates or upgrades to the Software, and PPI and its suppliers retain all rights to that Software except those expressly licensed to Customer in this Agreement. The Licenses will terminate immediately without notice if Customer fails to comply with any provision of the Licenses as indicated under this Section 5, the restrictions set forth in Section 6 below (the “Restrictions”), or any other provision of this Agreement, and upon termination of the Licenses, Customer will destroy the original and all copies of the Software.
6. RESTRICTIONS: Except as expressly authorized in Section 5 above or in Section 7 below, Customer will not: (a) copy the Software; (b) modify, translate or create derivative works of the Software; (c) reverse engineer, decompile, disassemble or attempt to derive the source code or underlying ideas or algorithms included in the Software except to the minimum extent necessary to comply with applicable nonwaivable law; (d) rent, lease, distribute, sell, assign, sublicense, transfer, encumber or otherwise make available the Software to others; (e) export the Product except in compliance with applicable law, including safety and standard setting laws and regulations in the country where the Product will be used and all export and import laws and regulations; (f) provide, disclose or make the Software available to anyone other than to Customer’s employees, contractors and agents who have a need to know and who are under an obligation of confidentiality; (g) change any proprietary rights notices on the Software; (h) publish any instruction manual relating to the Product (such as the User Manual and/or Quick Start Guide), including online, whether such instruction manual was provided to Customer by or on behalf of PPI or otherwise; or (i) permit any other person to take any of the actions described in subparagraphs (a) through (g) above.
7. SOFTWARE:
A. The Software may include not only computer programs developed by PPI, but also proprietary computer programs developed by third parties (“Third Parties”). The Third Parties are intended beneficiaries of this Agreement and may enforce the terms of this Agreement to the extent it relates to those Third Parties’ Software (the “Third Party Software”). The Third Parties have provided the Third Party Software AS IS, without representation or warranty of any kind, and each of the Third Parties expressly disclaims the implied warranties of title, merchantability, fitness for a particular purpose or use and noninfringement. In no event will the Third Parties be liable for any lost revenues, profits, goodwill or use, the cost of substituted products or services, business interruption or any damage to or loss of any software programs, data or removable data storage media, for the restoration or reinstallation of any software programs or data, or for any direct, indirect, consequential, special, incidental or punitive damages of any kind however caused, whether arising under contract, tort (including strict liability and negligence), equity or any other theory of liability, even if those Third Parties have been advised of the possibility of those damages or even if those damages are foreseeable. To the extent a Third Party license conflicts with the terms of the Licenses as provided in Section 5 or the Restrictions as provided in Section 6 of this Agreement, the terms of that Third Party license will control but only with respect to the portion of the Software that is subject to that Third Party license, and nothing in this Agreement or the Restrictions will be deemed to replace or amend any Third Party license.
B. If any Product includes access to a software-as-a-service platform (a “SaaS Platform”), Customer shall agree to be bound by the terms and conditions applicable to such SaaS Platform and the PPI privacy policy, each of which shall be made available to Customer by PPI from time to time. PPI may amend such terms and conditions and PPI privacy policy from time to time in its sole discretion.
C. In the event Customer purchases the Product along with an annual license to PPI’s PPS Calibration System Software (the “Calibration Software”), Customer acknowledges that such annual license must be renewed each year on the anniversary of the date of the original order (each, a “Renewal Date”), and the then-applicable annual license fee (the “License Fee”) for such Calibration Software shall be due and payable as of such Renewal Date. In the event Customer fails to renew the annual license for the Calibration Software and pay the applicable License Fee as of any Renewal Date but subsequently seeks to renew such annual license, as a condition for such renewal, Customer shall be obligated to pay to PPI, in addition to the then-applicable License Fee, a reactivation fee equal to any License Fees that would have been payable for each annual period during which Customer did not renew Customer’s license to the Calibration Software, plus an additional 20% of the then-applicable License Fee as of the Renewal Date.
8. RESCHEDULING, DELAYS, AND CANCELLATION: Orders accepted by PPI may be cancelled, delayed, or rescheduled by Customer only with the written consent of PPI and upon payment of PPI’s cancellation or rescheduling charges. Normal cancellation or rescheduling charges will not exceed twenty five (25%) percent of the purchase price unless Products were modified, special, or not included in PPI’s normal products published in its brochures, advertising or price lists. PPI will have the right to cancel any and all orders of Customer in the event that Customer is late with payments, credit becomes impaired, or if Customer violates any of these Terms and Conditions.
accept return of any specialty or customized Products. Where specialty Products or services are involved, Customer will be responsible for all related work in progress; however, PPI will take responsible steps to mitigate damages immediately upon receipt of a written cancellation notice from Customer. PPI may terminate any order if any representations made by Customer to PPI are false or misleading. Changes to orders will not be binding upon nor be put into effect by PPI unless confirmed in writing by PPI’s appropriate representative. Customer is responsible for all shipping costs after warranty period. PPI reserves the right to change designs and specifications for Products without prior notice to Customer.
In the event Customer returns any Product for service or calibration, Customer shall submit PPI’s RMA – Service & Calibration Request Form, available at https://particlesplus.com/service#rma (the “RMA – Service & Calibration Request Form”), and shall pay to PPI any applicable fees specified therein. Such applicable fees must be paid in advance and Customer acknowledges and agrees that PPI will not return any such Product to Customer unless and until such applicable fees are paid in full. The RMA – Service & Calibration Request Form must be accurately completed without omission by the individual who packages any Product to be returned for calibration or service. The completed RMA – Service & Calibration Request Form must be received by PPI prior to PPI’s receipt of any Product for service or calibration. Without limitation of the foregoing, in the event that Customer fails to submit PPI’s RMA – Service & Calibration Request Form, along with all applicable fees specified therein within 90 days of returning such Product, Customer acknowledges that such failure shall be dispositive of Customer’s intent to abandon such Product and PPI may, at its sole discretion, dispose of such Product. Customer hereby fully releases, acquits and fully discharges PPI from any claim arising out of PPI’s disposal of any Product in accordance with this Section 9.
If any Product to be returned to PPI for service or calibration has been exposed to any hazardous, radioactive, or biological agents, such Product must be sufficiently decontaminated prior to such Product being returned to PPI for calibration or service. Customer must include documentary evidence of such decontamination in the packaging in which such Product is returned to PPI service or calibration. Customer shall be responsible and liable for all damages arising out of any failure to comply with this Section 9 and/or out of any Product having been exposed to hazardous, radioactive, or biological agents, and Customer shall indemnify, defend, and hold harmless PPI from and against any such damages.
10. WARRANTIES AND LIMITATIONS:
A. Except as otherwise provided in this Section 10, PPI warrants that all Product will be free from material defects in material and workmanship under normal use for a period of two (2) years from date of shipment to Customer (except with respect to models 8303 and 8503, for which the warranty period shall be one (1) year from the date of shipment to Customer; and provided that, solely with respect to 9000, 8000, 7000, 5000, and 2000 Series Products, the Lifetime Warranty described at https://particlesplus.com/lifetime-warranty (the “Lifetime Warranty”)) shall apply in lieu of such 1-year period, subject to all other terms of this Section 10 as well as the terms of such Lifetime Warranty), except that PPI does not warrant that operation of any Software or SaaS Platform will be completely uninterrupted or error free or that all program errors will be corrected. Customer will be responsible for determining that the Product is suitable for Customer’s use and that such use complies with any applicable local, state, or federal law. Provided that Customer notifies PPI in writing of any claimed defect in the Product immediately upon discovery and any such Product is returned to the original shipping point, transportation charges prepaid, within the warranty period specified above and upon examination PPI determines to its satisfaction that such Product is defective in material or workmanship, PPI will, at its option, repair or replace the Product, shipment to Customer prepaid. Notwithstanding the foregoing and for the avoidance of doubt, PPI shall only make the determination that a Product is defective in material or workmanship if PPI concludes, to its sole satisfaction, that such Product contains a defect arising out of the manufacture of the Product and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair or improper testing. PPI will have reasonable time to make such repairs or to replace such Product. Any repair or replacement of Product will not extend the period of warranty.
B. Upon expiration of the initial warranty provided in Section 10 (where applicable), all parts and repairs completed by an authorized PPI repair technician are subject to a six (6) month warranty. Other than the as provided in this Section 10, PPI makes no warranty of any kind, expressed or implied. Customer assumes all risk and liability resulting from use of the Products, whether used singly or in combination with other products. Warranty repairs will be completed at the factory, by an authorized service location, by an authorized service technician, or on site at Customer’s facility by a PPI authorized employee. Customer pays freight to factory; PPI will pay standard return freight during the warranty period. Customer may select a faster method of shipment at its own expense.
discoverable or latent on the date of shipment. Notwithstanding the foregoing, the length of warranty for batteries, vacuum pumps, TVOC sensors and CO2 sensors is six (6) months from the date of first shipment, and purge filters carry no warranty. Customer hereby acknowledges and agrees that, if a third party battery is used in the Product, the warranty provided in this Section 10 (including the Lifetime Warranty) shall thereby be null and void. Customer hereby acknowledges and agrees that, if the battery is charged by a third party battery charger, the battery warranty provided in this Section 10 (including the Lifetime Warranty) shall thereby be null and void.
D. If Customer fails to pay when due any portion of the purchase price or any other payment required from Customer to PPI, all warranties and remedies granted under this Section 10 (including the Lifetime Warranty) may, at PPI’s option, be terminated.
E. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCTS AND ANY DEFECTS THEREIN OF ANY NATURE WHATEVER, INCLUDING AND WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PPI WILL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY PPI TO CUSTOMER REGARDING THE PRODUCTS OR CUSTOMER’S USE OF THE SAME, EACH OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. UNDER NO CIRCUMSTANCES WILL PPI BE LIABLE TO CUSTOMER UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY CLAIM AND CUSTOMER AGREES TO, AND HEREBY DOES, WAIVE ANY SUCH CLAIMS. PPI’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY NONCONFORMITY OR DEFECT IN THE PRODUCTS OR ANYTHING DONE IN CONNECTION WITH THE SALE OF PRODUCTS, IN TORT, (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, WILL BE AS SET FORTH IN SUBSECTION 10(A) HEREOF AS LIMITED BY SUBSECTION 10(D) HEREOF. THIS EXCLUSIVE REMEDY WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE (AS THAT TERM IS USED IN THE UNIFORM COMMERCIAL CODE) PROVIDED THAT PPI REMAINS WILLING TO REPAIR OR REPLACE DEFECTIVE PRODUCT IN ACCORDANCE WITH SUBSECTION 10(A) WITHIN A COMMERCIALLY REASONABLE TIME AFTER RECEIVING SUCH PRODUCT WITHIN THE APPLICABLE WARRANTY PERIOD. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT PPI’S PRICE FOR THE PRODUCT IS BASED UPON THE LIMITATIONS OF PPI’S LIABILITY AS SET FORTH HEREIN.
11. LIMITATION OF LIABILITY AND CUSTOMER INDEMNITY: IN NO EVENT, REGARDLESS OF THE FORM OF ACTION, WILL PPI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING OUT OF THE SALE OF ITS PRODUCTS OR SERVICES TO CUSTOMER OR ARISING OUT OF ANYTHING DONE IN CONNECTION WITH THE PRODUCT OR SERVICES, OR LOSSES OR DAMAGE ARISING OUT OF CLAIMS FOR LOSS OF USE, BUSINESS, GOODWILL, OR PROFITS, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT LOSSES OR DAMAGE, AND CLAIMS ARISING OUT OF THIRD PARTY ACTIONS, REGARDLESS OF WHETHER SUCH THIRD PARTY, ACTIONS, OR ANY OTHER LOSSES, OR DAMAGES, WERE REASONABLY FORESEEABLE TO CUSTOMER OR PPI. CUSTOMER’S EXCLUSIVE REMEDY ARISING OUT OF ITS PURCHASE AND USE OF PPI’S PRODUCTS OR SERVICES, OR ARISING OUT OF ANYTHING DONE IN CONNECTION WITH THE PRODUCT OR SERVICES, WILL BE FOR DIRECT DAMAGES AND NO CLAIM OR CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WARRANTY AND STRICT LIABILITY), STATUTORY OR REGULATORY PROVISIONS, INDEMNITY, CONTRIBUTION, OR OTHERWISE, WILL BE GREATER IN AMOUNT IN AGGREGATE THAN THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES IN RESPECT OF WHICH DAMAGES ARE CLAIMED. Customer will indemnify and hold harmless PPI, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by Customer’s possession, use or operation of any Products or services.
12. WARNING AND PRODUCT DISCLAIMER:
A. WARNING. THIS IS AN AIR QUALITY MONITOR ONLY. IT IS NOT INTENDED TO WARN OF UNSAFE LEVELS OF CARBON MONOXIDE AND IS NOT A SAFETY DEVICE INTENDED AS A SUBSTITUTE FOR ANY CARBON MONOXIDE ALARM DEVICE INCLUDING, BUT NOT LIMITED TO, THOSE THAT MAY BE REQUIRED BY ANY GOVERNMENTAL OR REGULATORY ENTITY.
B. PRODUCT DISCLAIMER. PPI PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH LIFE SAFETY OR LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN.
13. MOLD, MOLD REMEDIATION: WITHOUT LIMITATION TO SECTION 12, PPI IS NOT RESPONSIBLE FOR ANY LIABILITY OR CONSEQUENTIAL DAMAGES IN REGARD TO MOLD OR MOLD REMEDIATION SERVICES. PPI PARTICLE COUNTERS COUNT PARTICLES AND ARE NOT DESIGNED TO DEFINE PARTICLE COMPOSITION.
15. APPLICABLE LAW AND ACTIONS TO RECOVER DAMAGES:
such difference, any action brought by Customer against PPI arising out of Customer’s purchase and use of the Products must be commenced within one year after such action accrues and in no event later than two years after date of shipment of such Products.
- Class Action Waiver. CUSTOMER AND PPI AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER CUSTOMER NOR PPI WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
- Waiver of Jury Trial. CUSTOMER AND PPI EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY THE OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY PURCHASE FROM PPI, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY.
- FORCE MAJEURE: PPI will be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. PPI’s estimated shipping schedule will be extended by a period of time equal to the time lost because of any excusable delay. In the event PPI is unable to perform in whole or in part because of any excusable failure to perform, PPI may cancel orders without liability to Customer.
- ASSIGNMENT: PPI may assign, transfer or otherwise dispose PPI’s rights and obligations under this Agreement, in whole or in part, at any time without notice to Customer. Customer may not assign this Agreement or transfer any rights under it.
[End of Standard Terms and Conditions of Sale]
SUPPLIER CODE OF CONDUCT
At Particles Plus, Inc. (“Particles Plus”), we are committed to a standard of excellence in every aspect of our business, which includes conducting all of our operations with integrity, respecting the rights of all individuals, and respecting the environment. We expect the suppliers (as well as permitted subcontractors) who do business with Particles Plus and its subsidiaries to share these same commitments. Particles Plus and its subsidiaries strongly encourage each Supplier to meet the following standards in all activities that relate directly or indirectly to Particles Plus or any of its subsidiaries. We will evaluate a Supplier’s compliance with these standards in determining whether to grant or continue preferred status for such Supplier. Suppliers that do not conform to these standards may be disqualified from preferred status and/or have their business relationship with Particles Plus or the applicable Particles Plus subsidiary terminated.
In addition to any restrictions on the use of subcontractors that are otherwise agreed to between Supplier and Particles Plus or the applicable subsidiary, Supplier will not use any subcontractor in connection with any Particles Plus or subsidiary business unless the subcontractor has received a copy of this Code.
GENERAL
Supplier will comply with all laws and regulations applicable to its business, as well as the standards of its industry, including those pertaining to the manufacture, pricing, sale, distribution, labeling, transport, import, and export of goods and services. Without limiting this requirement, Supplier will not: (A) violate, misappropriate or infringe upon the intellectual property rights of any person or entity, including Particles Plus and its subsidiaries; or (B) engage in any activities which would violate any applicable laws and regulations relating to (1) bribery, corruption or illegal payments, (2) unfair competition or unfair and deceptive trade practices, (3) the environment, (4) health and safety, (5) international trade, including exports and imports, (6) data privacy and security, (7) money laundering, (8) labor and employment, (9) contracting with governmental entities, or (10) healthcare and medical devices.
INTEGRITY AND COMPLIANCE
Supplier must be committed to the highest standards of integrity in conducting its business. Specifically:
- Corruption, Extortion or Embezzlement; Improper Advantage. Supplier will not engage in corruption, extortion or embezzlement in any form, offer or accept bribes or employ any other means to obtain an undue or improper advantage. Supplier must comply with all applicable anti-corruption laws and regulations of the countries in which it operates, the U.S. Foreign Corrupt Practices Act, the UK Anti-Bribery Act, the OECD Anti-Bribery Convention and all international anti-corruption conventions. Additionally, Supplier must not bribe or provide kickbacks or any other improper payments or improper gifts to any officer, director, employee, representative or agent of Particles Plus or any of its subsidiaries. Supplier must immediately report to Particles Plus any circumstance where an officer, director, employee, representative or agent of Particles Plus or any of its subsidiaries has made any such improper request or demand of the Supplier.
- Accounting Records. Supplier’s accounting records must (1) be kept and presented according to the laws of each applicable jurisdiction, (2) in reasonable detail, accurately and fairly reflect transactions, assets, liabilities, revenues and expenses, and (3) not contain any false or misleading entries.
- Conflicts of Interest. Supplier must immediately report to Particles Plus or the applicable Particles Plus subsidiary any “conflict of interest” of which it becomes aware. A “conflict of interest” is any circumstance, transaction or relationship directly or indirectly involving the Supplier in which the private interest of any employee of Particles Plus or any of its subsidiaries improperly interferes, or even appears to improperly interfere, with the interests of Particles Plus and/or its subsidiaries.
- Reporting Violations, Non-Retaliation. Supplier is expected to have a policy prohibiting unlawful and inappropriate conduct that provides employees, and other representatives of Supplier, a way to raise concerns and a process for investigating and resolving incidents. Supplier must not tolerate retaliation against any employee who makes a good faith report of abuse, intimidation, discrimination, harassment or any violation of law or of this Code, or who assists in the investigation of any report.
Supplier must comply with all applicable labor and employment laws and regulations. Specifically:
- Supplier must comply with all applicable wage and hour laws and regulations, including those relating to minimum wage, overtime, and other elements of compensation, and must provide all legally mandated benefits.
- Hours of Work. Supplier must maintain work hours in compliance with all applicable laws and regulations. Supplier will not require employees to work more than any limits on regular and overtime hours allowed under applicable law.
- Forced Labor / Prison Labor. Supplier will not use forced or involuntary labor, including prison, bonded, or indentured labor, or engage in any form of human trafficking.
- Child Labor. Supplier will not use child labor. “Child” means any person who is either (1) younger than 16, or (2) younger than the minimum age required for employment under applicable law. Supplier will comply with all applicable laws and regulations regarding the employment of minors.
- Fair Treatment. Consistent with applicable employment and labor laws, Supplier will treat each employee with dignity and respect, and will not threaten workers with or subject them to harsh or inhumane treatment, including sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse.
- Supplier will not unlawfully discriminate against any worker in its hiring and employment practices on the basis of race, sexual orientation, gender identity, characteristic.
- Freedom of Association. Supplier must respect workers’ rights to associate freely as permitted by and in compliance with all applicable laws.
ENVIRONMENTAL, HEALTH AND SAFETY
Supplier must comply with all applicable environmental, health and safety laws and regulations. Specifically:
- Workplace Safety & Emergency Planning. Supplier must provide a safe and healthy workplace for employees by meeting, and endeavoring to exceed, international safety standards. Supplier must have procedures in place for handling emergencies such as fire, spills, and natural disasters.
- Environmental Protection. Supplier must seek ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize adverse impacts on the environment.
MANAGEMENT SYSTEMS, MONITORING COMPLIANCE AND REPORTING
Management System and Communication. Supplier must establish and maintain a management system reasonably designed to ensure compliance with, mitigate the risks identified in, and facilitate continuous improvement with respect to, this Code. Supplier must ensure that this Code is appropriately communicated to all of its officers, directors, employees, representatives, agents and subcontractors.
Monitoring and Compliance. Supplier must maintain all documentation necessary to demonstrate its compliance with this Code and will provide Particles Plus or its applicable subsidiary access to such documentation upon the request of Particles Plus or its applicable subsidiary. Supplier understands that Particles Plus, its subsidiaries or our designated agents (including third parties) may engage in monitoring activities to assess compliance with this Code, including on-site inspection of facilities and review of books and records. Neither Particles Plus nor any of its subsidiaries or authorized agents assume any duty to monitor or ensure compliance with this Code, and Supplier understands that Supplier is solely responsible for full compliance with this Code by its officers, directors, employees, representatives and agents.
Reporting. Supplier must immediately notify Particles Plus +1-781-341-6898, upon learning of any known or suspected improper behavior by Supplier or by employees of Particles Plus or its subsidiaries.