Terms & Conditions

Terms of Sale

The following Terms of Sale (“Terms of Sale”) apply to and form a part of any contract or agreement with Hoffman Instrumentation Supply, Inc., an Oregon corporation /DBA HIS Innovations Group (“HIS”) for products, machinery, equipment, parts, components, materials, or other tangible goods, including computer software (“Products”), and/or design, engineering, development, procurement, customization, repair, refurbishment, installation, commissioning, or other services (“Services”), and any supply or provision of the same by HIS are expressly limited to these Terms of Sale, unless otherwise agreed in a separate written agreement signed by HIS expressly intended to supersede some or all of these Terms of Sale. Any additional or different terms provided or delivered by you, the buyer (“you”) or on your behalf, or added to any request, purchase order, confirmation, business form, or email are expressly rejected, and no subsequent performance by HIS will be considered an acceptance of any such inconsistent or additional terms.

Quotes. Unless otherwise stated in a price quotation (a “Quote”) issued by HIS, all quoted prices are: (a) valid for 30 days, but subject to adjustment in the event of increases to costs incurred by HIS for performance, sourcing, production, compliance, transport, or otherwise; and (b) exclusive of Taxes and Fees (defined below), and related Services.

Purchase Orders. You may place an order by issuing a purchase order (“Purchase Order”) in form acceptable to HIS. The submission by you of a Purchase Order is your express acknowledgment and agreement that: (a) these Terms of Sale are expressly incorporated into your Purchase Order; and (b) excepting any terms or conditions confirmed in an Acknowledgement (defined below), any additional or inconsistent terms stated included in your Purchase Order are expressly waived by you (notwithstanding their inclusion) and shall be severed from your Purchase Order, including without limitation, any terms or conditions intended, or which may be construed, to reject all or any portion of these Terms of Sale.

Acknowledgments. In response to a Purchase Order, HIS may issue an acknowledgment (“Acknowledgement”) to some or all of your Purchase Order, upon which, the Acknowledgement and these Terms of Sale shall form the entire agreement between HIS and you regarding its subject matter, unless you notify HIS in writing within one business day of delivery of an Acknowledgment. Any proposed shipped by/delivery date are estimates only and not a guarantee.

Payment Terms. Payment shall be due in US dollars upon issuance of an Acknowledgement. HIS reserves the right to indefinitely suspend performance and/or delivery of, or cancel, any other pending Products or Services. Any amounts due to you by HIS may be offset by any amounts due to HIS by you.

Taxes. You are responsible for, all legally imposed transaction taxes, duties, and import or export taxes or charges, including, sales, excise, use, value added, consumption and business taxes, and other similar transaction-based taxes, (exclusive of taxes on the net income of HIS) as well as, profit, stamp, or other taxes, duties, imports, or other charges imposed by any person in connection with the supply or performance of Products or Services (collectively, “Taxes and Fees”).

Fulfillment. HIS will take reasonable efforts to tender Goods and Services in the time frame set forth in any Acknowledgement but will have no liability to you for a failure to so do. You may not alter, cancel, reschedule, or delay the delivery of Products or performance of Services, without the express written consent of HIS. HIS makes no warranty that any Product will be in stock, or that any set lead-time or delivery date is guaranteed.

Tender and Delivery. Products will be shipped Incoterms Ex Works (EXW) from any HIS facility. Upon tender to the carrier, goods will be deemed delivered, and risk of loss and title to Products, passes to you. In the absence of instructions, HIS will, at your expense, arrange carriage (including insurance against normal in-transit risks up to the applicable purchase price). HIS assumes no responsibility for carrier charges, including without limitation, shipping, handling, freight, or insurance.

Intellectual Property. Neither these Terms of Sale, nor any Quote, Purchase Order, Acknowledgement, or performance shall evidence or operate to transfer to, or create in, you any rights in or to any intellectual property. Unless set forth in a written agreement signed by HIS: (a) all designs, inventions, discoveries, improvements, and other intangible property, that HIS, solely or jointly, may conceive, develop, fix in a tangible medium, reduce to practice, or produce in connection with the performance of Services, and any used to create, embodied in, or otherwise relating to any Products, and any work in progress, and all intellectual property rights in and to the same belong to, subsist in, and shall be retained by HIS; (b) you irrevocably assign to HIS your entire interest in and to the same; and (c) you agree not to challenge HIS’ rights in or to, or the validity of, the same, or any other intellectual property right of HIS in any jurisdiction.

Services. With respect to any Services provided on or with respect to the goods (including, design, engineering, development, procurement, customization, repair, refurbishment, installation, or commissioning): (a) whether or not included in any Quote, HIS will assess and you agree to pay, HIS’ prevailing rates and fees, together with expenses incurred by HIS in connection with such Services, including costs of permits, licenses, authorizations, and approvals required by law. HIS warrants that Services will be provided by HIS in a professional and workmanlike manner, and in the event of any breach of such warranty HIS shall reperform the applicable Services, as your sole and exclusive remedy.

Indemnification. You shall defend, indemnify, and hold harmless HIS, and its present and future officers, directors, shareholders, employees, agents, and representatives, for, from, and against any and all claims, damages, costs, and other liabilities, arising out of or related to: (a) any breach of these Terms of Sale by you; (b) the negligence, recklessness, or intentional misconduct, by you or your agents in the use, transportation, marketing, sale, servicing, installation, or other handling of Products; and (c) any other act, omission, or misrepresentation by you or your agents. HIS may, at its option, control the defense of any action.

Limitation of Liabilities. To the maximum extent permitted by law, HIS is not, in any event, liable or responsible to you or any other Person for any indirect, special, incidental, collateral, exemplary, punitive, or consequential damages or losses of any nature whatsoever, resulting from or arising out of any representation, warranty, or condition, or otherwise, under any legal theory even if HIS knows, should know, or has been advised of the possibility of such damages.

Export Control. You agree to comply with all applicable export control laws or regulations promulgated and administered by the laws of the United States or the government of any other country with jurisdiction over the parties or the transactions between the parties.

Force Majeure. HIS will not be responsible for any default or delay in the performance of its obligations if such default or delay is caused by a (an) fire, flood, elements of nature or other acts of God; (b) outbreak or escalation of hostilities, acts of terrorism, war, riots, civil disorders, or sanctions; (c) general failure of infrastructure or communications resources; or (d) other causes or circumstances beyond the reasonable control of HIS.

Governing Law and Venue. These Terms of Sale are governed by the laws of Oregon, USA, without giving effect to any conflict-of-law principle. The parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern the rights and obligations of the parties. Any action or proceeding arising out of these Terms of Sale will be litigated exclusively in courts located in Multnomah County, Oregon, and each party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

General. If a provision of these Terms of Sale is unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms of Sale will not be impaired, and parties will substitute for such provision an enforceable and valid provision, which most closely approximates the intent and economic effect of the unenforceable or invalid provision. These Terms of Sale and the applicable Acknowledgement contain the entire understanding of the parties regarding the subject matter of these Terms of Sale and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of these Terms of Sale.

Terms of Purchase

Whether deemed an offer, acceptance, or confirmation, this purchase order (“Purchase Order”) shall constitute the final, complete and exclusive statement of the agreement between Hoffman Instrumentation Supply, Inc. /dba HIS Innovations Group (“HIS”) and the Person to whom this Purchase Order is delivered (“Seller”, and with HIS, the “parties”, and each, a “party”) regarding the purchase and sale of goods (“Goods”) and/or services (“Services”) and may not be modified or rescinded except by a written change order issued by HIS. This Purchase Order includes all attached documents and exhibits, and all other terms incorporated by reference, including, the applicable specifications of the Goods and/or Services (“Specifications”), and all terms of the Uniform Commercial Code (UCC) providing protection for HIS, including, all express and implied warranty protection and buyer’ remedies. If this Purchase Order constitutes an offer to purchase the Goods and/or Services on the terms and conditions, at the price(s), and with the delivery date(s) specified, Seller shall indicate acceptance by verbal acceptance communicated to HIS, by written acceptance on the face of this Purchase Order delivered to HIS, by other written confirmation or acknowledgment delivered to HIS, by commencing work on or against this Purchase Order in any manner, expressly conditioned on notice of such commencement of work received by HIS, or by delivery of the Products or Services within the time for such delivery as stated in this Purchase Order. As an offer, this Purchase Order expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms proposed in response to this Purchase Order is hereby given. If this Purchase Order is construed as an acceptance of Seller’s offer, this acceptance is expressly conditioned on Seller’s assent to any additional or different terms contained in this Purchase Order. If this Purchase Order is construed as a confirmation of an existing contract, Seller agrees that this Purchase Order constitutes the final, complete and exclusive terms and conditions of the agreement between the parties. If the parties have otherwise completed a signed, written contract, the parties agree that the use of this Purchase Order to place orders for goods or services pursuant to such a contract shall be construed to supplement the terms of such written contract only to the extent that the terms and conditions of this Purchase Order are not inconsistent with such written contract.

Pricing; Payment. All prices shall be: (a) as specified on the face of this Purchase Order, firm, and inclusive of all charges including picking, handling, packing, packaging, insurance, and shipping, delivery, and other carrier costs, all customs, duties, licenses, permits, and other governmental charges, and any costs and expenses, including labor, travel, and permits; and (b) subject to applicable taxes, if any, imposed by governmental authority where if set forth on Seller’s quotation. HIS will make payment of all undisputed amounts NET 60 of the later of full delivery and submission of invoice referencing this Purchase Order.

Delivery and Inspection. Seller shall deliver the Goods Incoterms DDP to the delivery location specified by HIS on the face of this Purchase Order. HIS may reject any Goods that do not conform to this Purchase Order, including, any applicable Specifications. Notwithstanding any taking of delivery, HIS will not be deemed to have accepted any goods until a reasonable time for inspection has passed.

Seller Warranties. Seller warrants that: (a) the Products will: (i) conform to the Purchase Order including any applicable Specifications; (ii) be fit for their intended purpose, including any special purpose set forth in the Specifications; (iii) be new, of quality materials and workmanship, and be free from defects, including any latent defects; (iv) be in full compliance with all applicable legal and regulatory requirements; (v) be marked or accompanied with, as applicable, all documentation, information, and instructions as to their storage, installation, set-up, commissioning, use, operation, transportation, decommissioning, and disposal, and otherwise as required by law, regulation, or directive; and (vi) be marked with warnings, and provided with information, specifying all potential hazards or dangers, including toxicity, flammability, and inhalation or contact danger; (b) that all Services will be performed: (i) in a professional and workmanlike manner and consistent with applicable best practices; (ii) with the degree of skill, care, and expertise exercised by qualified experienced contractor’s in Seller’s industry; (iii) in compliance with all laws, and regulations, including health and safety laws; and (iv) in a manner that the results of the Services are free from defects in materials and workmanship, free from claims or encumbrances, and fit for the applicable intended purpose; and (c) the receipt, possession, marketing, sale, resale or use of the Goods, and/or the performance of the Services, do not infringe or misappropriate the proprietary or intellectual property rights of any Person. The foregoing warranty shall pass through and be assignable by HIS to any subsequent user or purchaser, as well as, the corresponding remedies available to HIS for any breach.

Remedies. Without prejudice to any other right or remedy of HIS under this Purchase Order or at law or in equity, at HIS election, which such remedies are cumulative: (a) Seller will, at its sole cost and expense, remove, repair, or replace any Goods that are defective, rejected, or for which acceptance has been revoked; (b) Seller will promptly provide refund or reperform any Services not performed in compliance with this Purchase Order; and (c) HIS may cover with replacement goods or services, or remedy any breach, at Seller’s sole risk and expense.

Indemnity and Insurance. Seller will indemnify, defend, and hold harmless and reimburse HIS and its Representatives for from and against, any and all Claims arising out of: (a) any breach of this Purchase Order by Seller; (b) any defect in components, parts, materials, workmanship, or designs (excepting defects in designs provided by HIS); (c) the late delivery or performance of Goods and/or Services; (d) the negligence, recklessness, or intentional misconduct of Seller or its Representatives; excluding, in each case to the extent solely caused by the recklessness or intentional misconduct of HIS. HIS may, at its option, control the defense of any claim. Seller shall maintain such insurance and in such amounts as required by law or as is necessary to provide adequate insurance against the risks of Seller’s business.

Intellectual Property. All inventions, discoveries, designs, developments, improvements, and trade secrets, whether or not patentable, solely or jointly, conceived, developed, fixed in a tangible medium, reduced to practice, or otherwise produced in connection with the performance of Services or other work performed or prepared for HIS, all intellectual property rights in and to, and applications for, the same, or in designs or tooling supplied or funded by HIS, shall be the sole and exclusive property of HIS and Seller irrevocably assigns to HIS its entire interest in and to the same, and agrees not to challenge HIS’ rights in or to, or the validity of, the same, or any other intellectual property right of HIS in any jurisdiction.

Export Laws. Seller, at its cost and expense, shall ensure: (a) compliance with all export laws and regulations; and (b) that the Goods and Services to shall be free from any export restrictions at the time of delivery and any necessary licenses, authorizations, or certificates.

Governing Law and Venue. This Purchase Order is governed by the laws of Oregon, USA, without giving effect to any conflict-of-law principle. The parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods do not govern the rights and obligations of the parties. Any action or proceeding arising out of this Purchase Order will be litigated exclusively in courts located in Multnomah County, Oregon. Each party consents and submits to the personal jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

Definitions and Interpretation. “Claims” means any and all claims, actions, proceedings, causes, suits, debts, fees, demands, damages, liabilities, royalties, license fees, costs, attorney fees, expert witness fees, expenses, and compensation of any nature, whatsoever; “Person” means any natural person, corporation, limited liability company, partnership, trust, organization, association or other entity, including any government entity; and “Representatives” means with respect to a Person, the shareholders, directors, officers, members, managers, partners, subcontractors, agents, principals, consultants, advisors, accountants, attorneys, and other authorized representatives of such Person, and all persons acting by, through, under, or in concert with any of them.

General. Time is of the essence with respect to performance of Seller’s obligations under this Purchase Order. If a provision of these Terms of Sale is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms of Sale will not be impaired, and parties will substitute for such provision an enforceable and valid provision, which most closely approximates the intent and economic effect of the unenforceable or invalid provision. Seller will sign other documents and take other actions reasonably necessary to further effect the intent of this Purchase Order.

CODE OF CONDUCT

The Responsible Business Alliance (RBA), formerly the Electronic Industry Citizenship Coalition (EICC), Code of Conduct establishes standards to ensure that working conditions in the electronics industry, or industries in which electronics are a key component, and its supply chains are safe, that workers are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.

Considered as part of the electronics industry for purposes of this Code are all organizations that may design, market, manufacture, or provide goods and services that are used to produce electronic goods. The Code may be voluntarily adopted by any business in the electronics sector and subsequently applied by that business to its supply chain and subcontractors, including providers of contract labor.

To adopt the Code and become a participant (“Participant”), a business shall declare its support for the Code and actively pursue conformance to the Code and its standards in accordance with a management system as herein.

Participants must regard the Code as a total supply chain initiative. At a minimum, Participants shall also require its next tier suppliers to acknowledge and implement the Code.

Fundamental to adopting the Code is the understanding that a business, in all of its activities, must operate in full compliance with the laws, rules, and regulations of the countries in which it operates(1). The Code also encourages Participants to go beyond legal compliance, drawing upon internationally recognized standards, in order to advance social and environmental responsibility and business ethics. In no case can complying with the Code violate local laws. If, however, there are differing standards between the RBA Code and local law, the RBA defines conformance as meeting the strictest requirements. In alignment with the UN Guiding Principles on Business and Human Rights, the provisions in this Code are derived from and respect internationally recognized standards including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights.

The RBA is committed to obtaining regular input from stakeholders in the continued development and implementation of the Code of Conduct.

The Code is made up of five sections. Sections A, B, and C outline standards for Labor, Health and Safety, and the Environment, respectively. Section D adds standards relating to business ethics. Section E outlines the elements of an acceptable system to manage conformity to this Code.

A. LABOR

Participants are committed to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker. The recognized standards, as set out in the References, were used in preparing the Code and may be useful sources of additional information.

The labor standards are:

Freely Chosen Employment: Forced, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slavery or trafficking of persons is not permitted. This includes transporting, harboring, recruiting, transferring, or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting companyprovided facilities including, if applicable, workers’ dormitories or living quarters. As part of the hiring process, all workers must be provided with a written employment agreement in their native language that contains a description of terms and conditions of employment. Foreign migrant workers must receive the employment agreement prior to the worker departing from his or her country of origin and there shall be no substitution or change(s) allowed in the employment agreement upon arrival in the receiving country unless these changes are made to meet local law and provide equal or better terms. All work must be voluntary, and workers shall be free to leave work at any time or terminate their employment without penalty if reasonable notice is given as per worker’s contract. Employers, agents, and sub-agents’ may not hold or otherwise destroy, conceal, or confiscate identity or immigration documents, such as government-issued identification, passports, or work permits. Employers can only hold documentation if such holdings are required by law. In this case, at no time should workers be denied access to their documents. Workers shall not be required to pay employers’ agents or sub-agents’ recruitment fees or other related fees for their employment. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.
Young Workers: Child labor is not to be used in any stage of manufacturing. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Participants shall implement an appropriate mechanism to verify the age of workers. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported. Workers under the age of 18 (Young Workers) shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. Participants shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable laws and regulations. Participants shall provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns, and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks. If child labor is identified, assistance/remediation is provided.
Working Hours: Studies of business practices clearly link worker strain to reduced productivity, increased turnover, and increased injury and illness. Working hours are not to exceed the maximum set by local law. Further, a workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations. All overtime must be voluntary. Workers shall be allowed at least one day off every seven days.
Wages and Benefits: Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatch and outsourced labor will be within the limits of the local law.
Humane Treatment: There is to be no harsh or inhumane treatment including violence, gender-based violence, sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, 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 shall be clearly defined and communicated to workers.
Non-Discrimination/Non-Harassment: Participants should be committed to a workplace free of harassment and unlawful discrimination. Companies shall not engage in discrimination or harassment based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Workers shall be provided with reasonable accommodation for religious practices. In addition, workers or potential workers should not be subjected to medical tests, including pregnancy or virginity tests, or physical exams that could be used in a discriminatory way. This was drafted in consideration of ILO Discrimination (Employment and Occupation) Convention (No.111).
Freedom of Association: In conformance with local law, participants shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment.

B. HEALTH AND SAFETY

Participants recognize that in addition to minimizing the incidence of work-related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and worker retention and morale. Participants also recognize that ongoing worker input and education are essential to identifying and solving health and safety issues in the workplace.

Recognized management systems such as ISO 45001 and ILO Guidelines on Occupational Safety and Health were used as references in preparing the Code and may be useful sources of additional information.

The health and safety standards are:

Occupational Safety: Worker potential for exposure to health and safety hazards (chemical, electrical and other energy sources, fire, vehicles, and fall hazards, etc.) are to be identified and assessed, mitigated using the Hierarchy of Controls, which includes eliminating the hazard, substituting processes or materials, controlling through proper design, implementing engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and providing ongoing occupational health and safety training. Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate, well-maintained, personal protective equipment, and educational materials about risks to them associated with these hazards. Reasonable steps must also be taken to remove pregnant women and ‘nursing mothers from working conditions with high hazards, remove or reduce any workplace health and safety risks to pregnant women and nursing mothers, including those associated with their work assignments, and provide reasonable accommodations for nursing mothers.
Emergency Preparedness: Potential emergency situations and events are to be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including emergency reporting, employee notification and evacuation procedures, worker training, and drills. Emergency drills must be executed at least annually or as required by local law, whichever is more stringent. Emergency plans should also include appropriate fire detection and suppression equipment, clear and unobstructed egress, adequate exit facilities, contact information for emergency responders, and recovery plans. Such plans and procedures shall focus on minimizing harm to life, the environment, and property.
Occupational Injury and Illness: Procedures and systems are to be in place 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 the return of workers to work.
Industrial Hygiene: Worker exposure to chemical, biological, and physical agents is to be identified, evaluated, and controlled according to the Hierarchy of Controls. If any potential hazards were identified, participants shall look for opportunities to eliminate and/or reduce the potential hazards. If elimination or reduction of the hazards is not feasible, potential hazards are to be controlled through proper design, engineering, and administrative controls. When hazards cannot be adequately controlled by such means, workers are to be provided with and use appropriate, well-maintained, personal protective equipment free of charge. Protective programs shall be ongoing and include educational materials about the risks associated with these hazards.
Physically Demanding Work: 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 is to be identified, evaluated, and controlled.
Machine Safeguarding: Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks, and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.
Sanitation, Food, and Housing: Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by the Participant 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 lighting and heat and ventilation, individually secured accommodations for storing personal and valuable items, and reasonable personal space along with reasonable entry and exit privileges.
Health and Safety Communication: Participants shall provide workers with appropriate workplace health and safety information and training in the language of the worker or in a language the worker can understand for all identified workplace hazards that workers are exposed to, including but not limited to mechanical, electrical, chemical, fire, and physical hazards. Health and safety related information shall be clearly posted in the facility or placed in a location identifiable and accessible by workers. Training is provided to all workers prior to the beginning of work and regularly thereafter. Workers shall be encouraged to raise any health and safety concerns without retaliation.

C. ENVIRONMENT

Participants recognize that environmental responsibility is integral to producing world-class products. Participants shall identify the environmental impacts and minimize adverse effects on the community, environment, and natural resources within their manufacturing operations, while safeguarding the health and safety of the public. Recognized management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as references in preparing the Code and may be a useful source of additional information.

The environmental standards are:

Environmental Permits and Reporting: All required environmental permits (e.g. discharge monitoring), approvals, and registrations are to be obtained, maintained, and kept current and their operational and reporting requirements are to be followed.
Pollution Prevention and Resource Reduction: Emissions and discharges of pollutants and generation of waste are to be minimized or eliminated at the source or by practices such as adding pollution control equipment; modifying production, maintenance, and facility processes; or by other means. The use of natural resources, including water, fossil fuels, minerals, and virgin forest products, is to be conserved by practices such as modifying production, maintenance and facility processes, materials substitution, re-use, conservation, recycling, or other means.
Hazardous Substances: Chemicals, waste, and other materials posing a hazard to humans or the environment are to be identified, labeled, and managed to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal.
Solid Waste: Participants shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous).
Air Emissions: Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances, and combustion byproducts generated from operations are to be characterized, routinely monitored, controlled, and treated as required prior to discharge. Ozonedepleting substances are to be effectively managed in accordance with the Montreal Protocol and applicable regulations. Participants shall conduct routine monitoring of the performance of its air emission control systems.
Materials Restrictions: Participants are to adhere to all applicable laws, regulations, and customer requirements regarding the prohibition or restriction of specific substances in products and manufacturing, including labeling for recycling and disposal.
Water Management: Participants shall implement a water management program that documents, characterizes, and monitors water sources, use and discharge; seeks opportunities to conserve water; and controls channels of contamination. All wastewater is to be characterized, monitored, controlled, and treated as required prior to discharge or disposal. Participants shall conduct routine monitoring of the performance of its wastewater treatment and containment systems to ensure optimal performance and regulatory compliance.
Energy Consumption and Greenhouse Gas Emissions: Participants are to establish a corporate-wide greenhouse gas reduction goal. Energy consumption and all relevant Scopes 1 and 2 greenhouse gas emissions are to be tracked, documented, and publicly reported against the greenhouse gas reduction goal. Participants are to look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.

D. ETHICS

To meet social responsibilities and to achieve success in the marketplace, Participants and their agents are to uphold the highest standards of ethics including:

Business Integrity: The highest standards of integrity are to be upheld in all business interactions. Participants shall have a zero-tolerance policy to prohibit any and all forms of bribery, corruption, extortion and embezzlement.
No Improper Advantage: Bribes or other means of obtaining undue or improper advantage are not to be promised, offered, authorized, given, or accepted. This prohibition covers promising, offering, authorizing, giving or accepting anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage. Monitoring, record keeping, and enforcement procedures shall be implemented to ensure compliance with anti-corruption laws.
Disclosure of Information: All business dealings should be transparently performed and accurately reflected on the Participant’s business books and records. Information regarding participant’s labor, health and safety, environmental practices, business activities, structure, financial situation, and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of records or misrepresentation of conditions or practices in the supply chain are unacceptable.
Intellectual Property: Intellectual property rights are to be respected, transfer of technology and know-how is to be done in a manner that protects intellectual property rights, and customer and supplier information is to be safeguarded.
Fair Business, Advertising and Competition: Standards of fair business, advertising, and competition are to be upheld.
Protection of Identity and Non-Retaliation: Programs that ensure the confidentiality, anonymity, and protection of supplier and employee whistleblowers(2) are to be maintained, unless prohibited by law. Participants should have a communicated process for their personnel to be able to raise any concerns without fear of retaliation.
Responsible Sourcing of Minerals: Participants shall adopt a policy and exercise due diligence on the source and chain of custody of the tantalum, tin, tungsten, and gold in the products they manufacture to reasonably assure that they are sourced in a way consistent with the Organisation for Economic Co-operation and Development (OECD) Guidance for Responsible Supply Chains of Minerals from ConflictAffected and High-Risk Areas or an equivalent and recognized due diligence framework.
Privacy: Participants are to commit to protecting the reasonable privacy expectations of personal information of everyone they do business with, including suppliers, customers, consumers, and employees. Participants are to comply with privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted, and shared.

E. MANAGEMENT SYSTEMS

Participants shall adopt or establish a management system with a scope that is related to the content of this Code. The management system shall be designed to ensure: (a) compliance with applicable laws, regulations and customer requirements related to the participant’s operations and products; (b) conformance with this Code; and (c) identification and mitigation of operational risks related to this Code. It should also facilitate continual improvement.

The management system should contain the following elements:

Company Commitment: Corporate social and environmental responsibility policy statements affirming Participant’s commitment to compliance and continual improvement, endorsed by executive management, and posted in the facility in the local language.
Management Accountability and Responsibility: The Participant clearly identifies senior executive and company representative(s) responsible for ensuring implementation of the management systems and associated programs. Senior management reviews the status of the management systems on a regular basis.
Legal and Customer Requirements: A process to identify, monitor and understand applicable laws, regulations, and customer requirements, including the requirements of this Code.
Risk Assessment and Risk Management: A process to identify the legal compliance, environmental, health and safety(3) and labor practice and ethics risks associated with Participant’s operations. Determination of the relative significance for each risk and implementation of appropriate procedural and physical controls to control the identified risks and ensure regulatory compliance.
Improvement Objectives: Written performance objectives, targets and implementation plans to improve the Participant’s social, environmental, and health and safety performance, including a periodic assessment of Participant’s performance in achieving those objectives.
Training: Programs for training managers and workers to implement Participant’s policies, procedures, and improvement objectives and to meet applicable legal and regulatory requirements.
Communication: A process for communicating clear and accurate information about Participant’s policies, practices, expectations, and performance to workers, suppliers, and customers.
Worker Feedback: Participation and Grievance: Ongoing processes, including an effective grievance mechanism, to assess workers’ understanding of and obtain feedback on or violations against practices and conditions covered by this Code and to foster continuous improvement. Workers must be given a safe environment to provide grievance and feedback without fear of reprisal or retaliation.
Audits and Assessments: Periodic self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Code, and customer contractual requirements related to social and environmental responsibility.
Corrective Action Process: A process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations, and reviews.
Documentation and Records: Creation and maintenance of documents and records to ensure regulatory compliance and conformity to company requirements along with appropriate confidentiality to protect privacy.
Supplier Responsibility: A process to communicate Code requirements to suppliers and to monitor supplier compliance to the Code.

(1) The Code is not intended to create new and additional third-party rights, including forworkers.

(2) Whistleblower definition: Any person who makes a disclosure about improper conduct by an employee or officer of a company, or by a public official or official body.

(3) Areas to be included in a risk assessment for environmental health and safety are production areas, warehouse and storage facilities, plant/facilities support equipment, laboratories and test areas, sanitation facilities (bathrooms), kitchen/cafeteria and worker housing/dormitories.

REFERENCES

The following standards were used in preparing this Code and may be useful sources of additional information. The following standards may or may not be endorsed by each Participant.

Dodd-Frank Wall Street Reform and Consumer Protection Act http://www.sec.gov/about/laws/wallstreetreform-cpa.pdf

Eco Management & Audit System http://ec.europa.eu/environment/emas/index_en.htm

Ethical Trading Initiative www.ethicaltrade.org/

ILO Code of Practice in Safety and Health www.ilo.org/public/english/protection/safework/cops/english/download/e000013.pdf

ILO International Labor Standards www.ilo.org/public/english/standards/norm/whatare/fundam/index.htm

ISO 14001 www.iso.org

National Fire Protection Association www.nfpa.org

OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from ConflictAffected and High-Risk Areas https://www.oecd.org/daf/inv/mne/OECD-Due-DiligenceGuidance-Minerals-Edition3.pdf

OECD Guidelines for Multinational Enterprises http://www.oecd.org/investment/mne/1903291.pdf

Universal Declaration of Human Rights https://www.un.org/en/universal-declaration-humanrights/

United Nations Convention Against Corruption https://www.unodc.org/unodc/en/treaties/CAC/

United Nations Convention on the Rights of the Child https://www.ohchr.org/en/professionalinterest/pages/crc.aspx

United Nations Convention on the Elimination of All Forms of Discrimination Against Women https://www.ohchr.org/EN/ProfessionalInterest/Pages/CEDAW.aspx

United Nations Global Compact www.unglobalcompact.org

United States Federal Acquisition Regulation www.acquisition.gov/far/

SA 8000 https://sa-intl.org/programs/sa8000/

Social Accountability International (SAI) www.sa-intl.org

The RBA Code of Conduct was initially developed by a number of companies engaged in the manufacture of electronics products between June and October 2004. Companies are invited and encouraged to adopt this Code. You may obtain additional information from: http://www.responsiblebusiness.org