THERMO FISHER SCIENTIFIC SUPPLIER CODE OF CONDUCT

Thermo Fisher Scientific has four key corporate values of Integrity, Intensity, Innovation, and Involvement. These four values form the foundation of our business, and Thermo Fisher expects that our suppliers hold these same values. This Code of Conduct outlines Thermo Fisher’s specific supplier expectations that are in line with our corporate values.

Environmental Protection

Suppliers shall comply with all applicable environmental, health and safety laws, rules, and regulations.

Suppliers shall have environmental, health & safety management systems based on ISO 14001 and OHSAS 18001.

Child Labor

Suppliers shall not employ under-age labor as described in Minimum Age Convention 138 and Worst Forms of Child Labour Convention 182 of the International Labour Organization.

Forced Labor/Prison Labor

Suppliers shall not make use of forced or compulsory labor as described in Article 2 in the Forced Labour Convention 29 and Article 1 in the Abolition of Forced Labour Convention 105 of the International Labour Organization. Suppliers shall comply with all applicable labor laws, rules, and regulations, including but not limited to, all laws forbidding the solicitation, facilitation, or any other use of slavery or human trafficking, as those terms are used in the California Transparency in Supply Chains Act of 2010, California Civil Code, section 1714.43. Suppliers shall respect, within the framework of local laws and established practices, the principles of Article 2 in the Freedom of Association and Protection of the Right to Organize Convention 87 and Articles 1 and 2 in the Right to Organize and Collective Bargaining Convention 98 of the International Labour Organization.

Discrimination

Suppliers shall provide equal remuneration and shall respect, within the framework of local laws and established practices, the principles of Article 1 in the Equal Remuneration Convention 100 and Article 1 in the Discrimination [Employment and Occupation] Convention 111 of the International Labour Organization.

Commercial Bribery

Suppliers shall comply with all applicable anti-corruption laws, rules, and regulations, including the U.S. Foreign Corrupt Practices Act and those enacted under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Responsible Sourcing

Thermo Fisher supports responsible sourcing practices, which includes compliance with the Conflict Minerals provision of the Dodd-Frank Act. As a result, suppliers shall design and implement reasonable processes to ensure all products supplied to Thermo Fisher are “DRC Conflict Free” as defined under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Additionally, Supplier shall assist Thermo Fisher with its conflict minerals compliance by making a reasonable, good-faith effort to answer any questions and to provide all materials requested by Thermo Fisher regarding this initiative.

Monitoring and Compliance

Thermo Fisher Scientific suppliers may never engage in any activity prohibited by this Code of Conduct by knowingly employing – or failing to impose appropriate corrective action, up to and including termination, upon a subcontractor or supplier who performs the prohibited activity on behalf of the Thermo Fisher Scientific supplier.

Compliance with Laws and Regulations

Supplier shall comply with all laws, regulations, rules, guides, ordinances and/or applicable standards. Upon request by Thermo Fisher, Supplier shall also provide to Thermo Fisher any and all information or material required for Thermo Fisher, or its customers, to comply with all laws, regulations, rules, guides, ordinances and/or standards.

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Thermo Fisher Scientific Standard Terms of Purchase

These Terms and Conditions may be supplemented by other requirements stated within order or tender information. The supply of services in the capacity of a Subcontractor, to a 3rd party on behalf of Thermo Fisher Scientific, or to a 3rd party as arranged by Thermo Fisher Scientific, requires compliance with these Standard Terms of Purchase as well as compliance with the Thermo Fisher Scientific Terms of Purchase for Subcontractors (separate document).

  1. DEFINITIONS: "Buyer" means Thermo Fisher Scientific Inc., and its subsidiaries. "Seller" means the party identified on the face of an order. Products" means all articles, materials, products, work or services to be furnished pursuant to an order. Seller will not make any modification to the Products, raw materials used to make Products, or the specifications without prior written consent from Buyer.
  2. ACCEPTANCE: An “order” is an offer to purchase and when accepted by Seller becomes the exclusive agreement between the parties relating to Products. Any of the following shall constitute Seller's unqualified acceptance of an order: (i) written acknowledgement; (ii) furnishing of any Products pursuant to an order; (iii) acceptance of any payment for Products; or (iv) commencement of performance pursuant to an order. Seller shall issue written acknowledgments within 5 business days of order receipt. Notwithstanding the foregoing, an order shall not operate as a rejection of any offer by Seller (but merely of the terms and conditions contained within such offer) unless such offer contains variances in the description, quantity, price or delivery schedule of the Products. No terms stated by Seller in accepting or acknowledging an order shall be binding upon Buyer if inconsistent with or in addition to these Terms and Conditions unless accepted in writing by Buyer.
  3. PRICE: If no price is stated herein, the price charged Buyer for the Products shall be the lowest of (i) the price last quoted by Seller or last paid by Buyer to Seller, or (ii) Seller’s lowest price charged any customer for the Products, regardless of any special terms or conditions.
  4. INSPECTION: All Products shall be received subject to Buyer's right of inspection & rejection. Defective Products or Products not in strict conformance with an order or Buyer's or Seller's description or specifications, will be held for receipt of instructions, at Seller's risk, and if Seller so directs, will be returned, at Seller's expense. If Buyer does not receive such written instructions within 45 days of Buyer's request therefor, Buyer may, without liability to Seller, dispose of the goods, as it deems appropriate, it its sole discretion. Buyer may, by written notice to Seller, and in addition to other remedies provided by law, require replacement or correction of rejected Products. Payment for goods on an order prior to inspection shall not constitute acceptance thereof or a waiver of a breach of warranty and is without prejudice to any claim(s) of Buyer. Seller shall inspect all Products prior to shipment to ensure conformance with all requirements of an order.
  5. LABELLING, PACKING AND SHIPPING: All items shall be packaged, labelled marked and otherwise prepared in accordance with good commercial practices, industry and regionally applicable regulatory requirements & Buyer's instructions, if any. Each package must be numbered & labeled with Buyer's order number, stock number (if applicable), contents, & weight. An itemized packing list shall be included in each shipment & the package containing the packing list must be clearly marked as such. Each packing list shall bear the Buyer's order number & an accurate description of the Products and quantities in the shipment. Products shipped in excess of Buyer's order may be returned at Seller's expense. Buyer will not be responsible for any Products furnished without a written order.
  6. DELIVERY: Delivery of goods shall be Free on Board (F.O.B) Buyer's location and shall not be complete until goods have actually been received and accepted by Buyer. Notwithstanding any agreement to pay freight, the risk of loss or damage in transit shall be upon the Seller.
  7. TAXES: Buyer shall pay sales or use tax, if any is due, of the state in which the order originates. Seller shall pay any other federal, state, local or foreign taxes or other governmental charges upon the production, transportation or sale of the goods supplied hereunder. Unless otherwise stated, the prices do not include sales or use taxes applicable to the goods. All such taxes and charges shall be shown separately on Seller's invoice.
  8. WARRANTY: Seller warrants that all Products, for the later of a period of 15 months from the date Buyer receives the Product or 12 months from the date the Product becomes usable by the end user, shall: (i) be of good quality & workmanship and free from defects, latent or patent, in material or workmanship, (ii) conform in all respects to the Specifications, performance standards, drawings, samples or descriptions of Seller and Buyer, (iii) be free of any claim of any third party; and (iv) be manufactured in accordance with generally accepted good manufacturing (including, but not limited to cGMP, if applicable) and quality practices. These warranties are in addition to all other express warranties and legal rights. No remedy available to Buyer for the breach of any warranties shall be limited except to the extent and in the manner expressly agreed upon by Buyer in an executed document. Buyer's approval of any sample or acceptance of any Products shall not relieve Seller from responsibility to deliver Products and to perform services conforming, in all respects, to the sample. These warranties shall not be deemed waived either by reason of Buyer's acceptance of Products or by payment for them and shall survive delivery. In the event of a breach of warranty, Buyer may return such Products, at Seller's expense, for correction, replacement or credit as Buyer may direct. This warranty shall apply to replacement Products & parts. Seller shall effectuate corrections or replacements within 10 days of receipt of Products.
  9. CONFIDENTIAL INFORMATION: Seller agrees to keep secret & confidential all confidential, proprietary or non-public information of Buyer and the existence, terms and conditions of an order ("confidential information"). In addition, the Seller agrees to (i) disclose the confidential information only to its employees who need to know for purposes of fulfilling an order, and (ii) use the confidential information only for the purpose of fulfilling an order. It is understood that no license (expressed or implied) is hereby granted by the Buyer under any confidential information.
  10. NOTIFICATION REQUIREMENT: TIME IS OF THE ESSENCE. If, for any reason, at any time, Seller shall refuse or be unable, or should reasonably anticipate being unable to deliver any part or all of the Products in accordance with these Terms and Conditions, Seller shall notify Buyer of such refusal or inability at the earliest possible time and by the most practical means under the circumstances. Such notification shall not be deemed to operate as a release of Seller from its obligations under an order Buyer shall have the right to replace, modify and/or cancel any delayed open orders without any liability to Seller. In the event of such a replacement or modification, Seller shall pay to Buyer (or at Buyer's option, it may offset such amount from any amount owed to Seller) promptly upon demand, an amount equal to the cost of such replacement or modification, less the amount which would have been payable to Seller for an equal quantity and quality of Products, plus any amount incurred by Buyer to effectuate such replacement or modification. Such amount is agreed to be damages for Seller's non- performance and shall not, in any event, be construed to be a penalty. Price increases or extensions of time for delivery shall not be binding upon Buyer unless evidenced by a change order issued by its authorized representative.
  11. INTELLECTUAL PROPERTY: Seller hereby grants a perpetual, paid-up license relating to any Software or other embodiment of intellectual property embedded in the Products, as necessary for Buyer's purchase, use, maintenance and/or sale of Products. Seller expressly warrants that all copyrightable works of original authorship (including but not limited to computer programs, technical specifications, documentation and manuals), ideas, inventions (whether patentable, patented or not), know-how, processes, compilations of information, trademarks and other intellectual property (collectively, “Deliverables”) shall be original to Seller and shall not incorporate any intellectual property (including copyright, patent, trade secret, mask work, or trademark rights) of any third party. All Deliverables that are created in the course of performing any order (separately or as part of any Products), and all intellectual property rights in Deliverables, are owned by Buyer and not by Seller. Seller agrees that all works of original authorship created by Seller in connection with each order are "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, Seller owns any intellectual property rights in the Deliverables, Seller hereby assigns to Purchaser all rights, title and interest, including copyrights and patent rights, in such Deliverables.
  12. INDEMNIFICATION AND INSURANCE: Seller shall defend, indemnify, and hold harmless Buyer, its officers, employees, agents, representatives, customers or affiliates ("Buyer's Affiliates") from any claim, suit, loss, cost, damage, expense (including, without limitation, the costs and expense incurred in defending suits or actions alleging liability) to any person of whatsoever nature of any kind arising out of, as a result of, or in connection with (i) Seller's performance of an order; (ii) omissions or negligence of Seller or its officers, employees, agents, representatives, affiliates or subcontractors; (iii) the Products; or (iv) a claim for infringement of rights in, to or under patents, trade marks, copyrights or other IP rights by the manufacture, design, use, maintenance, support or sale of any Products. Without in any way limiting the foregoing, Seller and any person or entity performing work for or on behalf of Seller under an order shall maintain public liability and property damage insurance covering Seller's obligations hereunder and the Products and shall maintain, in accordance with applicable law, workers' compensation insurance covering all employees performing work with respect to an order This provision shall survive expiration or termination of an order.
  13. TERMINATION: Buyer shall have the right, without any liability or costs to Seller, to cancel any unshipped portion of an order (i) a portion of which is not in strict conformance with an order or Buyer's or Seller's description or specifications, (ii) in the event Seller has breached an order, any warranty or its obligations to Buyer, (iii) in the event that Buyer's business is interrupted because of strikes, labor disturbances, riot, fire or Acts of God or any other cause beyond the control of Buyer or (iv) if the Seller makes an assignment for the benefit of creditors, a receiver or trustee is appointed with respect to the Seller's business, the Seller is adjudicated insolvent or if the Seller files or there is filed against Seller a petition for bankruptcy or other relief under the Bankruptcy Code or any successor statute. Buyer shall have the right to cancel any unshipped portion of an order, in whole or in part, at any time, for a reason other than that set forth above, in which event Buyer shall be liable to Seller for the actual amount of Seller's costs reasonably incurred in contemplation of performance of the canceled portion, less any amount saved by Seller as a result of such cancellation and less any amounts which could have reasonably been mitigated by Seller. Seller is cautioned not to ship, fabricate or build inventories of raw or finished stock at a rate faster than is required to meet delivery requirements of an order.
  14. COMPLIANCE WITH LAW AND BUYER POLICY: Seller warrants that the Products, including all packaging thereof, shipped pursuant to an order shall have been produced in compliance with and meet the minimum standards of all applicable federal, state and local laws, regulations, rules, guides, ordinances and/or standards (“Laws”). Seller will perform its obligations under these Terms and Conditions in a manner consistent with both the requirements of all applicable U.S. and foreign laws and regulations, including the Foreign Corrupt Practices Act and Anti-boycott laws, as well as Buyer’s Supplier Code of Conduct, which is available on Buyer’s website. Upon request by Buyer, Seller shall furnish Buyer with a certificate of compliance with any Laws. Additionally, Seller shall provide Buyer any and all information or material required for either Buyer or Buyer’s customers to comply with all laws, regulations, rules, guides, ordinances and/or standards, including, without limitation, Material Safety Data Sheets. Seller acknowledges that Products provided under these Terms and Conditions may be subject to U.S. and applicable foreign export laws and regulations and will perform its obligations under these Terms and Conditions in a manner consistent with the requirements of all applicable U.S. and foreign laws and regulations, the Foreign Corrupt Practices Act and Anti-boycott laws. Specifically, Seller agrees that the shipment or provision of Products, and any related technical data or information, will not violate U.S. export laws or regulations or the import laws and regulations of applicable foreign states. Seller will be responsible for obtaining, recording, filing and maintaining all export and import documentation including all licenses and permits, as well as for the payment of associated fees. Seller shall appropriately label containers of all Products which are known to constitute a health, poison, fire, environmental, safety or explosion hazard.
  15. EQUAL OPPORTUNITY: The Equal Opportunity clause in Section 202 of Executive Order (E.O.) 11246, as amended, Section 503 of the Rehabilitation Act of 1973 (Handicap) and the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 U.S.C. 2012), and the implementing rules and regulations in Title 41, GFR, Part 60 are incorporated herein by reference unless an order is exempted by rules, regulations, or orders of the U.S. Secretary of Labor issued pursuant to Section 204 of E.O. 11246 or provisions of any superseding E.O. As used in said clause, "Contractor" means Seller. Seller agrees to provide Buyer with an executed EEO Certificate indicating Seller's compliance or exempt status, annually upon request of Buyer.
  16. ASSIGNMENT: Seller agrees that Seller will neither assign its rights nor delegate its obligations under an order without the prior written consent of Buyer. Any attempted assignment violates this paragraph shall be VOID AB INITIO.
  17. GOVERNING LAW: Irrespective of the place of performance of an order, an order shall be interpreted in accordance with the laws of the State of Buyer’s location, without reference to choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state & federal courts located in the county & state of Buyer’s location, in any action arising out of or relating to these Terms and Conditions and waives any other venue to which it may be entitled by domicile or otherwise.
  18. NOTICES: Any and all notices, requests, demands or other communications which relate to the other party's failure to perform or which otherwise affect either party's rights under these Terms and Conditions shall be deemed properly given when furnished by receipted hand-delivery to the other party, deposited with an express courier, or deposited with the postal service (postage prepaid, certified mail, return receipt requested).  Except in situations involving hand-delivery, the sender shall address all notices, requests, demands or other communications to the address located on the Purchase Order and/or contract.
  19. AMENDMENT, MODIFICATION, WAIVER AND REMEDIES: Performance of an order must be strictly in accordance with its stated terms & conditions & no change, modification, revision or waiver shall be binding unless executed by Buyer. No waiver of or failure to perform any or all of these Terms and Conditions shall constitute a waiver of or an excuse for non-performance as to any other part of this or any other order. No remedy herein provided shall be deemed exclusive of any other order. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law or in equity. Under no circumstances shall Buyer be obligated for consequential damages, loss of revenue or profit, or any amount in excess of the total amount stated on the face of any order. Seller shall bear all expenses, including reasonable attorneys' fees, Buyer incurs to enforce its rights under an order.
  20. BUYER’S PROPERTY: All tooling, dies, parts, schedules, and Specifications and all reproductions thereof, any other property furnished to Seller by Buyer or paid for by Buyer, shall be (i) the property of Buyer, (ii) clearly identified as Buyer’s property by Seller, (iii) subject to removal at any time upon Buyer’s demand, and (iv) used only in filling orders from Buyer or its nominee. Seller assumes all liability for loss of, and damage to, such property and Seller shall, unless otherwise directed in writing by Buyer, insure at Seller’s expense such property in an amount equal to the replacement cost thereof with loss payable to Buyer.
  21. SEVERABILITY: The provisions of these Terms of Purchase for Subcontractors shall obligate the parties only to the extent that such provisions are lawful. Any provision of these Terms of Purchase for Subcontractors which is prohibited by law shall be ineffective (but only to the extent that, and in the locations where, such prohibition shall be applicable).
  22. COMPLIANCE WITH LAWS: Subcontractor shall comply with all applicable laws and regulations in the performace of the Services.
  23. PUBLICITY. Subcontractor agrees that it will not, without the written consent of Company in each instance: (i) use in advertising, publicity, or otherwise the name of Company, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Company; or (ii) represent, directly or indirectly, that any product or any service provided by Subcontractor has been approved or endorsed by Company.

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Thermo Fisher Scientific Terms of Purchase for Subcontractors

These terms may be supplemented by other requirements stated within order or tender information. These terms are relative to: (i) the supply of services to a 3rd party in the capacity of a Subcontractor for Thermo Fisher Scientific, (ii) the supply of services  to a 3rd party on behalf of Thermo Fisher Scientific, or (iii) the supply of services  to a 3rd party representing Thermo Fisher Scientific.  Thermo Fisher Scientific requires compliance with these Terms of Purchase for Subcontractors as well as the Thermo Fisher Scientific Standard Terms of Purchase.

  1. COMPENSATION: As consideration for satisfactory performance of the Services, Company shall pay Subcontractor the fees or rates set forth in the Schedule of Fees (SOF). Services are subject to acceptance and/or rejection by Company and payments made therefore shall not constitute acceptance. Subcontractor shall invoice Company for Service Fees promptly following (i) completion, and acceptance by the Customer, of the corresponding Services or (ii) in the case of Warranty Services, receipt of a notice from the Company concerning the sale of products that Company and Subcontractor mutually agree to subject to these Terms of Purchase for Subcontractors. Subcontractor invoices must reference invoice control numbers provided by Company. Company shall pay all undisputed invoices no later than seventy-five (75) days of receipt. Unless otherwise agreed in advance, all expenses incurred by Subcontractor in connection with the performance of Services, including without limitation travel, lodging and other out-of-pocket expenses, shall be the responsibility of Subcontractor; provided, that Company shall supply Subcontractor with spare parts in respect of Warranty Services at no additional cost to Subcontractor; provided, further that Subcontractor shall bear and prepay all costs to transport returned parts and Products to Company.
  2. RELATIONSHIP: The status of Subcontractor and of its agents and employees providing Services to Company shall be that of independent contractors, and any agents or employees of Subcontractor providing Services will not be considered employees of the Company. Company will not make deductions from payments made to Subcontractor for any taxes, insurance or other withholding obligations, which shall be Subcontractor’s exclusive responsibility. Neither Subcontractor nor those agents of Subcontractor providing Services shall have authority to enter into contracts that bind Company or create obligations on the part of Company without the express prior authorization of Company. Subcontractor shall report to Company’s designated representative concerning the Services. Subcontractor will also provide a status reports and time & expense reports to Company’s representative as requested. Subcontractor resources shall be presented as Company resources. Subcontractor may be required to use Company email addresses and business cards that will be supplied by Company. Subcontractor agrees to observe all safety, security and other rules while Subcontractor is on the premises of the Company or Company’s client.
  3. RESOURCE QUALIFICATIONS/TRAINING: Subcontractor will provide training and qualification records of its resources to Company on request. Subcontractor resources may be required to attend training or have their qualifications tested by Company. For each services engagement specified in a SOF issued hereunder, Subcontractor represents that (i) Subcontractor’s personnel have received the appropriate training for such engagement and (ii) Subcontractor shall maintain records of such training for period of five (5) years from the date the  personnel left the employment of the Subcontractor , such records to be made available to Company within non longer than five (5) business days of Company’s written request therefor.
  4. QUALITY REQUIREMENTS: During the term of service provision, the subcontractor will comply to the following quality requirements at a minimum:
    • a. Documented procedures for tasks being executed .
    • b. Retention of key customer documentation for a minimum of 10 years (including but not limited to complaints, equipment repair information, calibration records, etc.)
    • c.  Requirement to use external reference test equipment traceable to a National Standard
    • d.  Agreement to participate in an audit at the request of Thermo Fisher Scientific
    • e.  Agreement to use only Original Equipment Manufacture (OEM) approved/specified parts in all service work unless there is mutual documented agreement to use alternative parts.
    • f.   Agreement to complete a Supplier Corrective Action Report (SCAR) if requested.
  5. WARRANTIES:
    1. a. Subcontractor Personnel and Performance of Services. All Services provided by Subcontractor to Company will be performed in a timely, competent, professional, and workmanlike manner, using qualified employees and in a manner that conforms to (i) all applicable laws, rules, regulations and licensing or registrations requirements and (ii) specifications, performance standards, drawings, samples or descriptions provided by Company for a period of ninety (90) days. Subcontractor further represents and warrants that it has a sufficient number of competent, professional and qualified employees to provide the Services in a timely manner.
    2. a. No Conflict Of Interest Warranty. Subcontractor represents that it has not paid any fees or made any payments or rebates to any employee, officer, representative or designee of Company. Subcontractor further warrants that it has not and will not, during the term of related contracts, enter into any business arrangements with any employee or officer of Company other than as an authorized representative of Company.
    3. b. Materials or Documents Used in Service. Subcontractor agrees not to bring to Company or to use in the performance of Services any materials or documents of a present or former client or employer of Subcontractor, or of Subcontractor’s employees, or any materials or documents obtained by Subcontractor under a binder of confidentiality imposed by reason of another of Subcontractor’s contracting relationships, unless such materials or documents are generally available to the public or Subcontractor has authorization from such present or former employer or client for the possession and unrestricted use of such materials. Subcontractor understands that Subcontractor is not to breach any obligation of confidentiality that Subcontractor has to present or former employers, employees, or clients and agrees to fulfill all such obligations during the term of this document.
  6. COMPLAINTS: In the event Company determines that any Services performed or deliverables provided hereunder are defective or deficient in any way, Subcontractor then shall, within two (2) days of receipt of written notice, acknowledge the complaint, giving a named contact point. Within five (5) days of receipt of written notice, either correct the defect or deficiency or provide Company with a plan acceptable for correcting the defect or deficiency, such correction to be performed at Subcontractor’s sole cost and expense
  7. INDEMNIFICATION: Subcontractor shall defend, indemnify and hold Company and its affiliates, clients and suppliers and their respective officers, directors, employees, agents and representatives (collectively the “Indemnified Parties”) from and against any and all damages, losses, liabilities, judgments, awards, costs, and expenses of any nature whatsoever, including attorney’s fees and court costs, incurred by any Indemnified Party as a result of any loss or damage to real property or tangible personal property, or any bodily injury, including death, to the extent caused by the intentional or negligent acts or omissions of Subcontractor.
  8. INSURANCE:
    • a. The Subcontractor will maintain insurance coverage in the amounts set forth below, and will provide Company with a Certificate of Insurance which reflects this coverage:
      • (i) For North America - the respective Workers’ Compensation Insurance as required by law covering all employees engaged directly or indirectly in Work performed by Subcontractor, in accordance with statutory requirements of the State or Province wherein the work is being performed and the principal address or place of business of Subcontractor.  Subcontractor and its insurer waive all right of subrogation against Company, and its affiliated companies.
      • (ii) Globally - Employer’s Liability Insurance, with a $1,000,000 per-occurrence limit in the North America; 5,000,000 Euro or UK GBP as the case may be.
      • (iii) Commercial General Liability Insurance (internationally Public and Products Liability Insurance), including premises, completed operations, products liability, contractual liability and naming Company as a additional insured in the following amounts: Bodily Injury and Property Damage:  $2,000,000 each occurrence; $4,000,000 annual aggregate; subject to a deductible no greater than $50,000.  If the required insurance is written on a claims-made basis then the policy(ies) shall be maintained for a period of five (5) years following shipment of products, performance of services or the termination or expiration of any contract or agreement, whichever is greater.
      • (iv) Automobile Liability Insurance covering all owned, non-owned and hired vehicles and naming Company as an additional insured in the following amounts: Bodily Injury and Property Damage:  $1,000,000 each occurrence; subject to a deductible no greater than $1,000.
      • (v) Umbrella liability coverage naming Company as an additional insured with a limit of at least $5,000,000.
      • (vi) Property Insurance with a limit of at least $500,000 that covers property, tools and equipment owned by the Subcontractor, subject to a deductible no greater than $1,000.  Subcontractor shall waive right of subrogation against Company for property owned by Subcontractor.
      • (vii) In the event Subcontractor renders professional services, Professional Liability and/or Errors & Omission Liability Insurance (internationally Professional Indemnity Insurance) in amounts no less than $2,000,000 per loss and $2,000,000 in the aggregate.
      • (viii) Company shall be named as an additional insured under Subcontractor’s CGL, Auto and Umbrella coverage and Subcontractor shall waive its and its insurer’s right of subrogation under all policies, except (vii) Professional Liability insurance.  All of Subcontractor’s insurance shall be primary and noncontributory to Company’s insurance in the event of a loss or claim for bodily injury, death or property damage.
    • b. Subcontractor and its insurer shall provide Company with at least thirty (30) days written notice prior to cancellation, non-renewal, or material change of your insurance policies.   Company shall have the right to amend or require Subcontractor to procure additional types and amounts of insurance as reasonably necessary.
  9. NON-SOLICITATION: During the term of related contracts or orders, Subcontractor shall not directly or indirectly solicit, accept or perform business or work identical to the Services provided to the Company’s client by the Subcontractor. Company and Subcontractor agree that during the term of related contracts or orders, Company and Subcontractor shall not, directly or indirectly, solicit, divert, or hire away, any employee or independent contractor of the other without prior written consent.
  10. FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligations due to causes beyond its reasonable control, including but not limited war, sabotage, insurrection, riots, civil disobedience and the like, acts of governments and agencies thereof, labor disputes, accidents, fires or acts of God.
  11. TERM: The term of these conditions of purchase shall exist throughout the performance of services as defined within orders or placed contracts.
  12. REMOVAL OF SUBCONTRACTOR’S PERSONNEL: Company shall have the right to require the removal of Subcontractor personnel from any project undertaken pursuant to these Terms of Purchase for Subcontractors. Subcontractor shall remove any of its personnel from any project immediately upon Company’s request and promptly replace such personnel to Company’s satisfaction.
  13. HEALTH & SAFETY:  (H&S) Each subcontractor shall ensure compliance to applicable province, state, and country specific H&S requirement and ensure documentation to support evidence of training and compliance.  These records will be subject to audit by Thermo Fisher Scientific.

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