STANLEY BLACK & DECKER TERMS AND CONDITIONS I. Scope of Agreement. The Seller shall furnish all Products/Services listed on Stanley Black & Decker (“Buyer”) purchase orders. All costs to Buyer are identified on the purchase order. Seller shall also provide technical support as required to ensure quality and consistency of service, cost effectiveness, quality and reliability. II. Quantities and Delivery. Delivery of Products/Services and any related output or reports shall be in accordance with the terms set forth in Buyer’s purchase orders unless otherwise agreed to by Buyer. If not specified, all shipments are FOB Destination and shall be made with Buyer designated carriers, and shall include all necessary documentation including, but not limited to, any documentation specified on Buyer’s purchase orders. “Destination” as used herein shall mean Buyer’s landing dock unless otherwise specified by Buyer in writing. Title and Risk of Loss to and with respect to the Products will pass from Seller to Buyer upon satisfactory delivery at Destination. All Orders shall be in the English language and shall include the following information: (a) quantity of each Product; (b) designated delivery location and manner of shipment; (c) delivery date; (d) purchase price of the Products ordered; and (e) any other special information required by Buyer or dictated by the circumstances of such Order. Seller and Buyer acknowledge and agree that time shall be of the essence. In the event Seller fails to meet its delivery obligations hereunder, and in addition to any and all remedies that may be available to it, Buyer specifically reserves the right to charge and collect from Seller late and/or missed delivery fines, including but not limited to the amount of such fines levied against Buyer by its customers as a result of any such failure, and Seller agrees, if requested by Buyer, to deliver the unfulfilled shipment quantity of the affected order via airfreight at Seller’s cost.. Buyer further reserves the right to cancel any unfulfilled balances at its sole discretion. Seller understands that, in order for Buyer to meet its time sensitive commitments to its customers, it is essential that Seller deliver Products/Services of the quality and quantity required by Buyer within the time specified by Buyer on its Orders. No variation in quantity will be accepted as compliant. Buyer reserves the right to return excess shipments of Products at Seller’s expense. Seller further acknowledges and agrees that, in addition to any other rights the Buyer may have hereunder or at law or in equity, Seller shall be fully responsible for and shall promptly reimburse Buyer for any fines, penalties, etc. incurred by Buyer and attributable in Buyer’s discretion, to Seller’s fai lure to comply with the provisions of this paragraph. III. Invoice and Payment. The purchase price for each Product/Service delivered and accepted shall be invoiced and paid on a per facility basis. Terms are Net One Hundred and Five (105) days from date of receipt of invoice. Payment shall be in lawful money of the United States of America and shall be by electronic payment methods. The purchase price shall include any and all origin charges to “On Board”, export taxes and duties, and the cost of insurance and all other similar costs. Seller agrees, where not prohibited by law, to submit all invoices to Buyer electronically and acknowledges that Buyer may assess fees for all invoices that are submitted through any alternative method, including mail or facsimile. Buyer may, at any time, require the Seller to utilize Buyer’s electronic invoicing system. Seller agrees to comply with all requirements of such system including, but not limited to, format, content and method of submission of invoices. Seller shall be responsible for all customary and reasonable costs of utilizing the system, provided such costs are consistent with industry standards, and shall not pass those costs on to Buyer. Seller warrants that the prices for the Products/Services sold to Buyer are not less favorable than those currently extended to any other customer for similar goods in similar quantities and services in similar transactions. IV. Benchmarking. In the event Buyer is able to obtain a similar Product from a third party seller at prices at least five percent (5%) less that the price currently offered by the Seller, Seller shall have thirty (30) days to offer the lesser price to Buyer. V. License to Manufacture. The parties acknowledge the ownership of Seller’s intellectual property in the Product. If, however, Seller is unable to meet its obligations, or is unable to remain competitive in the market and meet any bona fide offer froma third party of a lesser price to manufacture received by Buyer , Buyer shall have the option of purchasing the Products from the third party seller, and Seller grants a world-wide non-exclusive license to Seller’s intellectual property to make, use, sell, offer for sale and import the Products. VI. Changes. Buyer shall have the right to change drawings, specifications and instructions for work, methods of shipments and packaging, schedules or place of delivery or inspection as to any Products/Services and Seller agrees to comply with such change notices. Such change notices will be in writing and signed by a duly authorized representative of Buyer. If such changes result in a decrease or increase in Seller's cost or in the time of performance, an adjustment in the price and time for performance will be made as mutually agreed upon in writing. Unless Seller presents to Buyer an itemized statement of claim against Buyer within twenty (20) days after the receipt of notice of such change, Seller shall be conclusively deemed to have waived all claims against Buyer with respect thereto.
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STANLEY BLACK & DECKER TERMS AND CONDITIONS · STANLEY BLACK & DECKER TERMS AND CONDITIONS I. Scope of Agreement. The Seller shall furnish all Products/Services listed on Stanley
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STANLEY BLACK & DECKER TERMS AND CONDITIONS
I. Scope of Agreement. The Seller shall furnish all Products/Services listed on Stanley Black & Decker (“Buyer”)
purchase orders. All costs to Buyer are identified on the purchase order. Seller shall also provide technical support as
required to ensure quality and consistency of service, cost effectiveness, quality and reliability.
II. Quantities and Delivery. Delivery of Products/Services and any related output or reports shall be in accordance with
the terms set forth in Buyer’s purchase orders unless otherwise agreed to by Buyer. If not specified, all shipments are
FOB Destination and shall be made with Buyer designated carriers, and shall include all necessary documentation
including, but not limited to, any documentation specified on Buyer’s purchase orders. “Destination” as used herein
shall mean Buyer’s landing dock unless otherwise specified by Buyer in writing. Title and Risk of Loss to and with
respect to the Products will pass from Seller to Buyer upon satisfactory delivery at Destination. All Orders shall be in the
English language and shall include the following information: (a) quantity of each Product; (b) designated delivery
location and manner of shipment; (c) delivery date; (d) purchase price of the Products ordered; and (e) any other special
information required by Buyer or dictated by the circumstances of such Order. Seller and Buyer acknowledge and
agree that time shall be of the essence.
In the event Seller fails to meet its delivery obligations hereunder, and in addition to any and all remedies that may be
available to it, Buyer specifically reserves the right to charge and collect from Seller late and/or missed delivery fines,
including but not limited to the amount of such fines levied against Buyer by its customers as a result of any such
failure, and Seller agrees, if requested by Buyer, to deliver the unfulfilled shipment quantity of the affected order via
airfreight at Seller’s cost.. Buyer further reserves the right to cancel any unfulfilled balances at its sole discretion.
Seller understands that, in order for Buyer to meet its time sensitive commitments to its customers, it is essential that
Seller deliver Products/Services of the quality and quantity required by Buyer within the time specified by Buyer on its
Orders. No variation in quantity will be accepted as compliant. Buyer reserves the right to return excess shipments of
Products at Seller’s expense. Seller further acknowledges and agrees that, in addition to any other rights the Buyer may
have hereunder or at law or in equity, Seller shall be fully responsible for and shall promptly reimburse Buyer for any
fines, penalties, etc. incurred by Buyer and attributable in Buyer’s discretion, to Seller’s failure to comply with the
provisions of this paragraph.
III. Invoice and Payment. The purchase price for each Product/Service delivered and accepted shall be invoiced and paid
on a per facility basis. Terms are Net One Hundred and Five (105) days from date of receipt of invoice. Payment shall
be in lawful money of the United States of America and shall be by electronic payment methods. The purchase price
shall include any and all origin charges to “On Board”, export taxes and duties, and the cost of insurance and all other
similar costs. Seller agrees, where not prohibited by law, to submit all invoices to Buyer electronically and
acknowledges that Buyer may assess fees for all invoices that are submitted through any alternative method, including
mail or facsimile. Buyer may, at any time, require the Seller to utilize Buyer’s electronic invoicing system. Seller agrees
to comply with all requirements of such system including, but not limited to, format, content and method of submission
of invoices. Seller shall be responsible for all customary and reasonable costs of utilizing the system, provided such
costs are consistent with industry standards, and shall not pass those costs on to Buyer. Seller warrants that the prices for
the Products/Services sold to Buyer are not less favorable than those currently extended to any other customer for
similar goods in similar quantities and services in similar transactions.
IV. Benchmarking. In the event Buyer is able to obtain a similar Product from a third party seller at prices at least five
percent (5%) less that the price currently offered by the Seller, Seller shall have thirty (30) days to offer the lesser price
to Buyer.
V. License to Manufacture. The parties acknowledge the ownership of Seller’s intellectual property in the Product. If,
however, Seller is unable to meet its obligations, or is unable to remain competitive in the market and meet any bona
fide offer froma third party of a lesser price to manufacture received by Buyer , Buyer shall have the option of
purchasing the Products from the third party seller, and Seller grants a world-wide non-exclusive license to Seller’s
intellectual property to make, use, sell, offer for sale and import the Products.
VI. Changes. Buyer shall have the right to change drawings, specifications and instructions for work, methods of
shipments and packaging, schedules or place of delivery or inspection as to any Products/Services and Seller agrees to
comply with such change notices. Such change notices will be in writing and signed by a duly authorized
representative of Buyer. If such changes result in a decrease or increase in Seller's cost or in the time of performance,
an adjustment in the price and time for performance will be made as mutually agreed upon in writing. Unless Seller
presents to Buyer an itemized statement of claim against Buyer within twenty (20) days after the receipt of notice of
such change, Seller shall be conclusively deemed to have waived all claims against Buyer with respect thereto.
VII. Configuration Control. Seller shall not make any of the following changes without the express written approval of
the Buyer: (i) any change in design, manufacturing or assembly processes which would affect form, fit, function or
performance of the Products/Services purchased hereunder, (ii) any changes in suppliers of components and material
deviations from specifications and approval samples, and (iii) any changes in sources of materials and components or
the manufacturing location which will adversely affect duty-free status of the Product, or make incorrect any
certificate previously provided by Seller, when applicable, under the “Generalized System of Preferences - GSP” as
defined in the tariff laws of the United States or Europe, whichever is applicable, or other applicable laws. Products
containing unapproved changes will be considered defective and a breach of the agreement between the parties.
Further, any materials used in the Products/Services shall conform to the applicable specifications and requirements
set forth in the product documentation and Seller is responsible for obtaining all necessary regulatory listings,
and meeting all compliance requirements, when required. Alternative materials or parts shall not be used without first
obtaining Buyer’s written approval of the proposed change.
No changes will be made in the Product, inner carton, or outer carton without prior written approval which has been
delegated to Buyer’s Engineering Group.
If any Product purchased hereunder requires a UL listing or other international regulatory approval, then this
agreement is contingent upon UL listing and/or other international regulatory approvals of the Product. Buyer will
submit the product for UL and/or other international regulatory approval. Seller will affix the UL / International
Regulatory marks and numbers on all such Products after the Products have been approved by the authorized
regulatory bodies. Any future changes required by UL / International Regulatory agencies for continued listing will
be made by Seller after approval by Buyer of the change, timing and any related expense.
VIII. Quality and Inspection. Payment for the Products/Services delivered hereunder shall not constitute acceptance
thereof. Buyer reserves the right to inspect such Products/Services within a reasonable time after delivery, but such
inspection does not relieve Seller of its obligations. Buyer shall have the right in its sole discretion to reject any and
all Products/Services that are in its sole judgment defective or nonconforming. Products/Services rejected as well as
Products/Services supplied early, late, in incorrect quantities or that are incorrectly labeled may be returned to Seller
at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining,
repacking, and reshipping such Products/Services. If Buyer receives Products/Services whose defects or
nonconformities are not apparent on examination, Buyer reserves the right to require replacement of such
Products/Services, as well as payment of damages.
IX. Warranty. SELLER EXPRESSLY WARRANTS TO BUYER THAT ALL PRODUCTS/SERVICES SHALL
CONFORM TO THE QUALITY PLAN PROVIDED BY BUYER, (IF ANY), THE SPECIFICATIONS,
DRAWINGS, DESIGNS, SAMPLES OR OTHER DESCRIPTION UPON WHICH ANY ORDER IS BASED,
SHALL BE FIT AND SUFFICIENT FOR THE PURPOSE INTENDED, MERCHANTABLE, OF GOOD
MATERIAL AND WORKMANSHIP AND SHALL BE FREE OF ANY CLAIM OF ANY THIRD PARTY.
SELLER WARRANTS THAT ALL SUCH GOODS OR SERVICES SHALL CONFORM TO ANY STATEMENTS
MADE ON THE CONTAINERS OR LABELS OR ADVERTISEMENTS FOR SUCH PRODUCTS/SERVICES,
AND THAT ANY PRODUCTS WILL BE ADEQUATELY CONTAINED, PACKAGED, MARKED AND
LABELED. INSPECTION, TEST, ACCEPTANCE OR USE OF THE PRODUCTS/SERVICES FURNISHED
HEREUNDER SHALL NOT AFFECT SELLER’S OBLIGATION UNDER THIS WARRANTY AND THIS
WARRANTY SHALL SURVIVE INSPECTION, TEST ACCEPTANCE AND USE OF SUCH
PRODUCTS/SERVICES. THIS WARRANTY SHALL RUN TO BUYER, ITS SUCCESSORS, ASSIGNS AND
CUSTOMERS AND USERS OF ITS PRODUCTS. BUYER’S APPROVAL OF ANY SAMPLE OR ACCEPTANCE
OF ANY PRODUCT/SERVICE SHALL NOT RELIEVE SELLER FROM RESPONSIBILITY TO DELIVER OR
PERFORM, AS THE CASE MAY BE, PRODUCTS/ SERVICES CONFORMING TO SPECIFICATIONS,
DRAWINGS, DESIGNS, SAMPLES OR OTHER DESCRIPTIONS UPON WHICH ANY ORDER IS BASED.
SELLER WARRANTS AND AGREES THAT, WITH RESPECT TO THE DESIGN OF THE
PRODUCTS/SERVICES WHICH IS OWNED BY SELLER OR FOR WHICH SELLER HAS DESIGN
RESPONSIBILITY, ALL PRODUCTS/SERVICES AND SPECIFICATIONS FURNISHED BY IT HEREUNDER
AND THE USE THEREOF DO NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY ANYWHERE IN THE
WORLD, EXCEPT FOR THE COUNTRIES NOTED ON ATTACHMENT IV.
BUYER SPECIFICALLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND/OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS/SERVICES OR
SPECIFICATION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
OF INTELLECTUAL PROPERTY OR ANY OTHER WARRANTY RESPECTING THE CONDITION,
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR EXISTENCE OF ANY LATENT OR
PATENT DEFECTS.
X. Assignment/Subcontracting. Neither Buyer’s orders nor any interest therein may be assigned or subcontracted by
Seller without the prior written consent of Buyer.
XI. Compliance with Laws. Seller represents and warrants to Buyer that it is in compliance with all relevant laws and
regulations and that the Products/Services to be provided hereunder will be manufactured and provided in compliance
with all relevant laws and regulations, including without limitation, all laws and regulations relating to protection of
the environment, public and employee health and safety, employee hiring and equal opportunity and applicable
licensure, permitting, etc. as may be required. Seller agrees to take all steps and abide by all directives provided by
Buyer with respect to its business conduct and in order to comply with applicable laws, rules, regulations, etc.
including, but not limited to Executive Order 11246 (and its implementing regulations at 41 C.F.R. part 60), the
Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (and its implementing regulations at 41
C.F.R. 60-300), Section 503 of the Rehabilitation Act of 1973, at amended (and its implementing regulations at 41
C.F.R. 60-741), and Executive Order 13496 (and its implementing regulations at 29 C.F.R. part 471, Appendix A to
Subpart A). Seller agrees to take all steps necessary to maintain product facility and process security and compliance
in accordance with the directives of Buyer or applicable governmental agency, including, but not limited to security
procedures and processes recommended by the U.S. Customs Service from time to time. In this light, The U. S.
Customs Service developed the Customs – Trade Partnership Against Terrorism (C-TPAT) to protect the security of
cargo entering the United States without interfering with the flow of trade. Through C-TPAT, Customs asks
businesses to ensure the integrity of their security practices, and to communicate certain security guidelines to their
employees and vendors throughout the supply chain. Seller agrees to review and follow the C-TPAT security
recommendations when shipping to Stanley Black & Decker, Inc. or its receiving agents in the United States. The
security recommendations, and additional information on C-TPAT, may be found on
Cyber Liability- Privacy and Network Security Coverage:
• Applicable to vendors who store Personally Identifiable Information (PII) of Stanley Black & Decker, Inc.,
and subsidiaries employees, customers, or consumers. Also applies to vendors who store other
confidential/proprietary business information of Black & Decker, Inc., and subsidiaries.
o Coverage for Network Security Breaches, including but not limited to transmission of malicious
code and denial of access attacks.
o Coverage should not exclude coverage for non-electronic data, including paper records.
o $5 Million per claim/aggregate
Commercial Crime Insurance:
• Vendor or Contractor shall purchase crime insurance when handling Stanley Black & Decker Inc., and
subsidiaries money, securities or other identified valuable property.
o Coverage for employee theft, forgery or alteration, burglary, computer fraud, counterfeit, funds
transfer fraud or any other similar risk covered by most crime insurance policies.
o $1 Million per loss
Environmental Liability:
• Applicable only to vendors doing environmental work
o $2 Million per claim/occurrence/aggregate
Additional requirements:
➢ Stanley Black & Decker, Inc. and subsidiaries must be added as additional insured as our interests appear with
respect to the Commercial General Liability, including Products Liability and Auto Liability policies. A copy
of the additional insured endorsement must accompany the Certificate of Insurance.
➢ Any coverage provided as Additional Insured must be primary and non-contributory to any other valid and
collectible insurance.
➢ Vendors shall provide a Waiver of Subrogation in favor of Stanley Black & Decker, Inc. and subsidiaries
indicating that the carriers shall waive all of its rights of recovery, under subrogation or otherwise, against
Stanley Black & Decker, Inc. et al, and all engaged by them.
➢ Certificates of insurance shall provide notice of cancellation in accordance with policy provisions.
➢ Certificates of insurance shall be provided prior to the start of any work/services to be performed and with the
signed vendor’s agreement when purchased product is involved.
➢ Coverage shall be placed with carriers authorized to do business in the state where work/services are being
performed.
➢ Carrier shall maintain an A.M. Best rating of at least an "A- VIII".
➢ Where the use of a subcontractor is required, the vendor/contractor/consultant/supplier shall be responsible for
ensuring each subcontractor maintains insurance in conformance with the coverage type and limits identified by
Stanley Black & Decker, Inc.
➢ Insurance shall be kept in place for 2 years following the expiration of the contract term, and certificates of
insurance will be issued to Stanley Black & Decker, Inc. and subsidiaries annually upon renewal of insurance
policies.
➢ Failure of vendor to maintain insurance policies as required by this contract does not alleviate the responsibility
or obligation of liability under the contract. This can be considered a material breach of contract and due cause
for non-payment of outstanding invoices until the situation is resolved.
➢ Vendor is responsible for all deductibles and self-insured retentions they elect under their insurance programs.
SCHEDULE B
STANDARDS FOR SUPPLIERS Stanley Black & Decker, Inc. started doing business more than 160 years ago, and quickly established a reputation for integrity in business dealings. As we continue to expand our business, it is important to preserve our core values and protect our reputation in selecting where and with whom we do business. The standards set forth the basic minimum standards that all suppliers must meet in order to conduct business with Stanley Black & Decker, Inc. and its subsidiaries (“Stanley Black & Decker”). We recognize that there are different legal and cultural environments in which our suppliers operate throughout the world. In the event compliance with any our standards would result in a violation of applicable law, we expect our suppliers to follow those standards that do not conflict with applicable law and to conduct their business in a manner consistent with the spirit of the standards that do conflict to the extent they can do so without violating applicable law. Stanley Black & Decker further requires its suppliers to permit Stanley Black & Decker or its representatives to inspect and audit their facilities, to complete questionnaires or surveys, and otherwise to cooperate with Stanley Black & Decker’s efforts to ensure compliance with these standards. A supplier’s failure to comply with these standards or to permit inspections or provide requested information shall give Stanley Black & Decker cause to terminate its relationship with that supplier. 1. COMPLIANCE WITH LAWS.
a. General. All Stanley Black & Decker suppliers are required to comply with the legal requirements and standards of their industry under the national laws of the countries in which they are doing business, including the labor and employment laws of those countries, and applicable U.S. laws. Should the legal requirements and standards of the industry conflict, suppliers must, at minimum, be in compliance with the legal requirements of the country in which the products are manufactured. Suppliers must comply with all requirements of all applicable governmental agencies. Necessary invoices and documentation must be provided in compliance with the applicable law.
b. Marking and Shipping. All products shall be accurately marked or labeled with the country of origin in compliance with applicable laws and including those of the country of manufacture. Suppliers of finished products that are marked “Made in USA” or similar, or by virtue of their design or packaging imply that they are “Made in USA” shall comply in all respects with the US Federal Trade Commission Guidelines regarding product marking and shall be made of all or virtually all domestic (US) content. To facilitate Stanley Black & Decker’s compliance with the US Federal Trade Commission Guidelines, suppliers of component parts or commodities shall provide a declaration of origin in a form and detail satisfactory to Stanley Black & Decker. All shipments are to be accompanied by the requisite documentation issued by the proper governmental authorities, including but not limited to Form A’s, import licenses, quota allocations and visas, and shall comply with orderly marketing agreements, voluntary restraint agreements and other such agreements in accordance with applicable law.
c. Product Facility and Process Security. Suppliers also shall take any steps necessary to maintain product facility and process security and compliance in accordance with the directives of Stanley Black & Decker or any applicable governmental agency, including, but not limited to security procedures and processes recommended by the U.S. Customs Service. In this connection, The Customs and Border Protection Agency (CBP) developed the Customs – Trade Partnership Against Terrorism (C-TPAT) to protect the security of cargo entering the United States without interfering with the flow of trade. Through C-TPAT, CBP asks businesses to ensure the integrity of their supply chain security practices, and to communicate certain security guidelines to their employees and vendors throughout the supply chain. All suppliers must comply with CBP’s and Stanley Black & Decker, Inc’s C-TPAT Program when shipping to Stanley Black & Decker or its receiving agents in the United States. The security recommendations, and additional information on C-TPAT, may be found on
http://www.customs.ustreas.gov/xp/cgov/trade/cargo_security/ctpat/ or you may obtain a copy of Stanley Black & Decker program guide by sending an email to [email protected]. d. Trade Generally. Suppliers shall take any and all steps necessary to comply with all laws, rules, regulations and/or directives issued by governmental or regulatory agencies or otherwise including, but not limited to, customs requirements and restrictions and/or prohibitions with respect to trade with certain countries, regions and/or individuals.
2. EMPLOYMENT PRACTICES.
a. Prison or Forced Labor. Suppliers are not permitted to use prison or forced labor. Suppliers shall maintain employment on a voluntary basis.
b. Disciplinary Practices. Suppliers shall treat their employees with respect and dignity. Suppliers must provide a work environment free of physical punishment in any form.
c. Child Labor. Suppliers are not permitted to use child labor. No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture allows), or at an age younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.
d. Working Hours. Suppliers shall maintain reasonable employee work hours in compliance with local standards and applicable national laws of the countries in which the suppliers are doing business. Employees shall not work more hours in one week than allowable under applicable law, and shall be properly compensated for overtime work. Employees should be permitted reasonable days off (which Stanley Black & Decker defines as at least one day off for every seven-day period) and leave privileges.
e. Compensation. Suppliers shall fairly compensate their employees by providing wages and benefits which are in compliance with the national laws of the countries in which the suppliers are doing business or which are consistent with the prevailing local standards in the countries in which the suppliers are doing business, if the prevailing local standards are higher. Suppliers shall fully comply with the wage and hour provisions of the U.S. Fair Labor Standards Act, if applicable, and shall use only subcontractors who comply with this law, if applicable.
f. Non-Discrimination/Human Rights. Stanley Black & Decker believes that all terms and conditions of employment should be based upon an individual’s ability to do the job, not on the basis of personal characteristics or beliefs. Suppliers should not discriminate against their employees in hiring practices or any other term or condition of work, on the basis of race, color, national origin, gender, religion, disability or other similar factors.
g. Workplace Environment. Suppliers shall provide their employees with safe and healthy working conditions, including adequate medical facilities, fire exits and safety equipment, well lit and comfortable workstations, clean restrooms and adequate living quarters where necessary. Facilities should be built and maintained in accordance with the standards set by applicable codes and ordinances and workers should be adequately trained to perform their jobs safely.
h. Freedom of Association. Except where contrary to applicable law, all Suppliers must respect the right to freedom of association for their employees and shall respect and recognize the right of employees to join and organize associations of their own choosing, and to bargain collectively. Suppliers shall not subject their employees to intimidation or harassment in the exercise of their right to join or to refrain from joining any organization.
3. ENVIRONMENTAL PRACTICES. Suppliers should provide products to Stanley Black & Decker and conduct their business operations in a way that protects and sustains the environment in accordance with applicable laws and regulations. Suppliers are encouraged to reduce excess packaging, use recycled and non-toxic materials where feasible, to purchase wood and wood products originating from Certified Well-Managed Forests™ where feasible, and to promote the efficient and responsible use of wood and wood products. 4. GIFTS. Stanley Black & Decker policy prohibits Stanley Black & Decker employees from accepting any gifts, gratuities or other benefits that go beyond the common courtesies usually associated with business practices from any supplier or potential supplier to Stanley Black & Decker or that exceed token or nominal value. Any payment of cash or cash equivalents (gift certificates, etc.) by a supplier to any Stanley Black & Decker employee is strictly prohibited. Stanley Black & Decker employees are required to report any gifts offered or given that are not in compliance with this policy. Similarly, if a Stanley Black & Decker employee solicits a payment or inappropriate gift from any supplier or potential supplier, the supplier should immediately report the violation to the employee’s immediate supervisor. A supplier who receives repeated solicitations from any individual, or solicitations from more than one individual, should report the matter to the Manager, Internal Audit for Stanley Black & Decker (1000 Stanley Drive, New Britain, Connecticut 06053). 5. CONFLICTS OF INTEREST. All Stanley Black & Decker employees are expected to avoid any investment, interest or association which interferes, might interfere, or might be thought to interfere with the employee’s independent exercise of judgment in Stanley Black & Decker’s best interest. A conflict of interest may exist where the employee, any member of his or her family or any close personal relation (i) has a significant direct or indirect financial interest in, or obligation to, an actual or potential competitor, supplier or customer; (ii) is a principal, officer or representative of a supplier or customer with whom the employee conducts business on Stanley Black & Decker’s behalf; or (iii) accepts gifts of more than token or nominal value from an actual or potential competitor, supplier or customer. Stanley Black & Decker employees are required to disclose any possible conflicts of interest
to the general managers of the applicable company or division, or to the applicable corporate department head. Similarly, suppliers are required to disclose any possible conflict of interest to Stanley Black & Decker employee(s) with whom they are negotiating or, if the possible conflict involves such persons, to the appropriate general manager or department head. 6. CONFIDENTIALITY. All suppliers must keep confidential all trade secrets, designs, data, know-how or other information which the supplier knows or should know is considered confidential by Stanley Black & Decker, including, but not limited to, designs, sketches or prototypes for products that have not yet been introduced, engineering drawings, the financial terms of any agreement between the supplier and Stanley Black & Decker, information concerning Stanley Black & Decker’s marketing plans, and any other information that is not readily available to the public.