Tyco Fire & Security
One Town Center Road
Boca Raton, FL 33486
Tel: 561-988-3600
1
TERMS AND CONDITIONS FOR PURCHASE ORDERS
These Terms and Conditions apply to all outstanding and future purchase orders
("Purchase Orders") issued from ADT Security Services, Inc.; Sensormatic Electronics
Corporation; SimplexGrinnell LP; Scott Technologies, Inc.; Tyco Safety Products (US), LLC;
Tyco Safety Products Canada Ltd.; Ansul, Incorporated and any other Tyco Fire & Security
Companies ("Buyer") to sellers, vendors and suppliers (collectively referred to as "Seller").
1.
Scope of Agreement. These terms and conditions shall govern the purchase of
products and services (collectively, "Products") pursuant to Purchase Orders issued to Seller by
Buyer, subject to any additional terms and conditions appearing on the face of Buyer's Purchase
Order. A Purchase Order shall be deemed accepted by Seller in the event Seller fails to provide
proper written notice of rejection within forty-eight (48) hours of Buyer's issuance of the
Purchase Order. For EDI orders, in addition to these terms and conditions, Seller agrees to
comply with the terms and conditions of the then-current version of Buyer's EDI Supplier
Handbook, a copy of which will be provided to Seller upon request. Purchase Orders,
acknowledgments, confirmations and other notices between the parties may also be sent via
facsimile. Any additional terms on any Seller form are objected to and rejected, and shall not be
binding on or enforceable against Buyer. These terms and conditions shall prevail over any
conflicting terms and conditions on a Purchase Order. Each of Buyer's parent companies,
subsidiaries, affiliates, and related companies, (e.g. including, but not limited to, Tyco Fire &
Security companies), whether related by direct or indirect ownership or control (collectively,
"Affiliates"), may also purchase Products from Seller hereunder for their own account on the
same terms and conditions as are applicable to Buyer.
2.
Shipping. All Products shall be prepared, marked and packed for shipment in
accordance with the packing instructions provided or approved by Buyer. All Products shall be
shipped to Buyer "F.O.B. origin" unless indicated differently by Buyer in the applicable
Purchase Order. Title and risk of loss shall pass to Buyer at the time the Products are delivered to
the F.O.B point. Seller shall convey to Buyer good title, free and clear of all liens and other
security interests. Freight charges shall be billed to Buyer's third party carrier account(s) (as
designated by Buyer) unless otherwise specified in the Purchase Order. If Seller fails to deliver
Products in accordance to the lead-time specified in the Purchase Order, then, in addition to any
other remedies available to Buyer under this Agreement, the Purchase Order and applicable law,
Seller will be responsible for all premium freight charges and any other associated costs required
to supply Product to Buyer as soon as possible. Dock Date or delivery date (the "Delivery
Date") as listed on the Buyer's Purchase Orders is defined as the required delivered date into
Buyer's facilities.
3.
Product Documentation. Seller shall enclose with each shipment of Products one
(1) complete up to date set (in electronic or paper format) of its standard user and technical
manuals setting forth pertinent information relating to the operation, installation and maintenance
of Products, including all end user warranties and Product warnings, for each Product shipped
