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M S International, Inc. (MSI) Vendors' Ethical Standards
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MSI prides itself on its reputation as a company and a workforce that conducts its
business with the utmost integrity. The following terms, conditions, and notices
contained in this Vendor's Agreement with MSI (“Agreement”) are part of every purchase
order. By accepting and executing MSI's purchase orders, the Vendor agrees to abide
by the terms and conditions in this Agreement and agrees that they are legally binding.
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I.
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Gifts, Gratuities, or Bribery:
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Gifts, no matter how well intentioned by the donor, tend to shake the moral structure
of the firmest business foundations by substituting subjective emotions and motives
for objective judgment based on service, quality and price.
To this end, it is MSI's policy that no MSI employee may accept any gift, entertainment,
or other gratuity of substantial value or cash from any Vendor to MSI or prospective
Vendor or bidder for MSI's business. Likewise, no MSI employee may permit a close
relative or friend to accept anything of substantial value from a Vendor or prospective
Vendor where it would be a conflict of interest for the Employee to have accepted
the benefit. MSI requires the Vendor to notify MSI management if any MSI employee
is proposing or demanding any bribe or gifts of any value.
Similarly, MSI will not tolerate any Vendor promoting or giving gifts of substantial
value or cash to MSI employees, their close relatives or friends. This policy applies
to all employees whether or not they are directly involved in purchasing activities.
Vendors may, however, without obligation or pressure from our employees, extend
an occasional courtesy of loaning a vehicle or such other items based on necessity.
Vendors may also, without obligation or pressure from our employees, extend business-related
lunches or dinner meetings.
MSI pays for all of its employees' transportation, food and lodging during visits
to the Vendor's premises. If at any time the Vendor wishes to compensate MSI employees
for any of the above-mentioned expenses, the Vendor should inform MSI's management
prior to such compensation or, in the case of an emergency, as soon as the expense
is compensated to our employees.
We call upon our Vendors to assist our company and employees by refraining from
giving or offering such gifts, which can disturb the integrity and the relationship
between the Vendor and MSI, especially the occurrence of any incidents without the
knowledge of MSI's management.
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II.
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Conflicts of Interest
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A conflict of interest is considered to arise when a Vendor enters into negotiations,
makes any sales, or conducts any business with an MSI employee in a manner that
competes with, detracts from, or is otherwise not in the best interest of MSI. This
includes, but is not limited to, colluding with an MSI employee to divert business
away from MSI to another entity, misappropriating or disclosing confidential business
information of MSI, or supplying material or services for an MSI employee's own
personal gain or for the benefit of a third party with whom the MSI employee is
involved.
If you become aware of an actual or potential conflict of interest, you are obligated
to immediately disclose this fact. With proper and timely disclosure, MSI may be
able to make arrangements that will alleviate its concerns over possible conflicts
of interest. However, MSI retains its right to insist on elimination of the conflict
as a condition of continuing as a Vendor.
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III
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Age Requirements
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Vendors will not use child labor. MSI expects its Vendors to hire employees who
are at least the local minimum age requirements, but under no circumstances should
workers be employed under the age of 14. If apprentice programs exist, they must
be in compliance with all applicable conditions as outlined in local laws and regulations.
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IV
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Forced Labor
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Employment must be voluntary. Forced labor, bonded or indentured labor will not
be used to produce merchandise for MSI or any of its subsidiaries. If a court action
becomes necessary in connection with the enforcement of the provisions of this Agreement,
MSI shall be entitled to reasonable attorney's fees and costs incurred from such
court action.
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V
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Trademarks and Proprietary Rights
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Trademarks, and all other proprietary rights, in the pages, graphics, design, text,
and images of this Site, and in the screens presented to you, and in all material
and information on this Site, are owned by MSI unless otherwise indicated. You may
not modify, publish, transmit, create derivative works, or in any way exploit any
of the content of the Site, in whole or in part. Any copying, redistribution, retransmission,
publication, or commercial exploitation is prohibited except as otherwise expressly
permitted by the express permission of MSI and then only with notices of MSI's proprietary
rights.
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VI
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No Warranties
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MSI does not represent nor warrant the accuracy, adequacy, completeness, or timeliness
of the information, materials, products, and services on this Site or the error-free
use of this Site. This Site and all information, materials, products, and services
provided through the Site are provided “As Is” and “As Available” without warranty
of any kind, either express or implied, including, without limitation, the warranties
of merchantability, fitness for a particular purpose and freedom from a computer
virus.
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VII
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Governing Law and Jurisdiction
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This Agreement will be governed by all applicable laws of the United States of America
and the laws of the State of California. The parties hereto agree that all actions
or proceedings arising in connection with this Agreement shall be tried and litigated
exclusively in the State and Federal courts located in the County of Orange, State
of California. Each party stipulates that the State and Federal courts located in
the County of Orange, State of California, shall have in personam jurisdiction and
venue over each of them for the purpose of litigating any dispute, controversy,
or proceeding arising out of or related to this Agreement.
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