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  1. For purpose of these Terms and Conditions of Sale, "Purchaser" means Fasteners For Retail, Inc. (DBA siffron) with its principal offices in Twinsburg, Ohio; "Seller" means the person or entity identified on the first page of the Purchaser's Purchase Orders; "Products" means the items described on the front side of this Purchase Order; and "Purchase Order" means this agreement as offered by Purchaser and accepted by Seller, including the Terms and Conditions of Sale listed below.
  2. This Purchase Order is binding contract. This Purchase Order shall constitute the entire agreement of the parties hereto and shall supersede all prior offers, negotiations, and agreements with respect to the products covered by this Purchase Order. No changes shall be made in the Terms and Conditions as provided herein without Purchaser's written consent and Purchaser shall not be bound by any additional or different terms. Seller shall show the Purchase Order number of this Purchase Order on all packages, invoices and communications. Seller shall ship by the most practical and generally employed method, unless otherwise specifically instructed by the Purchaser, to the address indicated on this Purchase Order. Seller shall mail an invoice for each shipment under this Purchase Order within one day following shipment of the Products to Purchaser at its address indicated on this Purchase Order.
  3. Delivery shall be made strictly in accordance with the delivery schedule set out in this Purchase Order. Products shipped to Purchaser in advance of schedule may be returned to Seller at Seller's expense. If Seller fails to meet such delivery schedule, Purchaser reserves the right to cancel this Purchase Order in whole or in part without liability. Title and risk of loss to the Products described herein shall not pass to Purchaser until delivery of the same shall have been made in accordance with the delivery schedule to Purchaser at such place as Seller shall have been directed herein by Purchaser to make such delivery. This Purchase Order must be filled in exact quantities as specified herein unless otherwise subsequently specified in writing by Purchaser.
  4. This Purchase Order is to be construed under the laws of the State of Ohio. No sub-contract, assignment or other transfer in whole or in part of this Purchase Order or any monies to become due hereunder shall be binding upon Purchaser without Purchaser's prior written consent. This Purchase Order may not be amended or modified in any respect except by a writing signed by both of the parties hereto.
  5. By accepting this Order, Seller guarantees that the Products not designed by Purchaser described herein and the sale and use of the same to or by Purchaser, its successors, assigns and licensees, will not infringe any United States or foreign patents, trademarks, trade names or any other right proprietary to third parties. Seller covenants and agrees to save, defend, indemnify and hold harmless Purchaser, its successors and assigns, from and against any and all manner of claims, demands, judgments, decrees, costs, damages (incidental and consequential), expenses and attorney’s fees incident to or arising out of any infringement or claimed infringement of any patents, trademarks, trade names or any other proprietary right of third parties arising out of such sale or use. Seller further agrees that it will, upon Purchaser's request and at Seller's expense, defend or assist in the defense of any action which may be brought against Purchaser or its customers either at law or in equity, for such infringement or claimed infringement. Purchaser agrees to notify Seller promptly upon receipt of notice of information of such suit. Seller further agrees that if a decree or judgment is entered in a court of competent jurisdiction holding any relevant patent, trademark, trade name or other right to Seller or any licensor of Seller invalid or so limited in scope as to impair its protection commercially, the Purchase Order may be immediately canceled by Purchaser without liability on behalf of Purchaser.
  6. Purchaser reserves the right to cancel any portion of this Purchase Order without liability, if such Purchase Order is not filled as specified herein.
  7. Purchaser shall have the right to reasonable inspection of the Products before they are deemed accepted and payment for Products included on this Purchase Order shall not constitute acceptance thereof by the Purchaser. Defective material or material not in accordance with Purchaser's specifications will be held by Purchaser and at Seller's risk and expense until Purchaser receives Seller's instructions for return of the Products. No goods rejected by the Purchaser shall be replaced without written reorder.
  8. Seller expressly warrants that all of the Products, material and work covered by this Purchase Order will conform to the specifications, drawings, samples or other description furnished or adopted by Purchaser and will be fit and sufficient for the purposes intended, merchantable, of good material and workmanship and free from defects, and Seller covenants and agrees to save, defend, indemnify and hold harmless Purchaser, its successors, assigns, officers and agents, vendees, transferees or licensees, from and against any and all manner of claims, demands, causes of action, suits (at law or in equity), judgments, decrees, costs, damages (incidental and consequential), expenses and attorney’s fees expended or sustained by Purchaser, its successors, assigns, officers and agents, or secured or asserted against Purchaser by any vendee, transferee or licensee of Purchaser or any other third party, firm or corporation for any personal injury, death, property damage or contractual damages (consequential or incidental) caused by, incident to or arising out of any malfunction, failure or defect or other breach of warranty relating to the Products delivered by Seller hereunder.
  9. IN NO EVENT SHALL PURCHASER'S LIABILITY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND, TO THE EXTENT PERMITTED BY LAW, STRICT LIABILITY) OR OTHERWISE, TO SELLER ARISING OUT OF OR RELATED TO THIS PURCHASE ORDER EXCEED THE PRICE OF THE PRODUCTS PURCHASED BY PURCHASER HEREUNDER.
  10. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE ORDER. CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, COSTS OF PROCESSING, LABOR OR OTHER COSTS, LOST PROFITS, BUSINESS STOPPAGE OR SLOWDOWN, LOSS OR DAMAGE TO ANY PROPERTY OR PERSON, INJURY TO GOODWILL OR ANY OTHER SPECIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES ASSERTED BY SELLER, ITS AGENTS, EMPLOYEES, ATTORNEYS OR OTHER REPRESENTATIVE.
  11. Tooling. All tooling required by Seller in order for Seller to manufacture Products (the "Tooling") shall be purchased by Purchaser and furnished to Seller, or shall be manufactured by Seller, at Purchaser's expense. Seller shall provide Purchaser without charge a reasonable quantity of pre-production samples of all Products for inspection and testing by Purchaser. In the event that Purchaser determines that Seller's manufacturing capabilities or capacity are not sufficient for Purchaser's purposes, Seller shall immediately return all Tooling to Purchaser upon request.
    • Purchaser's Assets. Seller acknowledges that the Tooling constitutes valuable assets of Purchaser and that all Tooling belongs to, and is owned solely and exclusively by, Purchaser.
    • Maintenance. At all times while in Seller's custody or control, all Tooling shall be maintained in good condition at Seller's expense.
    • Segregation. Seller shall attach an identifying label in a conspicuous place on each unit of Tooling showing Purchaser's ownership of such Tooling, and Seller shall segregate the Tooling in such fashion as to clearly identify the Tooling as being the property of Purchaser.
    • Use of Tooling. Upon Purchaser's written request, Seller shall provide Purchaser with reports from time to time specifying in detail all Tooling maintained and used by Seller under this Agreement. No Tooling shall be used by Seller, nor shall Seller permit the use of any Tooling by any other person or entity, for any purpose other than the production or manufacturing of Products to be sold by Seller to Purchaser pursuant to the terms of this Agreement.
    • Right to Inspect. Upon request by Purchaser, Seller shall prepare all Tooling for shipment and shall deliver it or cause it to be delivered to Purchaser in good condition. Purchaser shall have right to inspect the Tooling located at Seller's facilities at any time during Seller's business hours.
  12. Any material, tools or equipment furnished by Purchaser on other than a charge basis in connection with this Purchase Order shall be deemed bailed to Seller for the mutual benefit of the parties hereto and title at all times shall remain in Purchaser. Seller agrees to pay for all such materials spoiled by it or otherwise not satisfactorily accounted for. Seller shall keep all materials, tools and equipment in which Purchaser has any interest insured against risk of loss or damage for their value at Seller's expense during such time as they remain in his possession and agrees further to mark or otherwise clearly identify and segregate such material, tools and equipment as the property of Purchaser.
  13. The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver by Purchaser of a breach of any provision of this contract shall constitute a waiver of any other breach or of such provision.
  14. Neither party shall be liable for any expense, loss, or damage for delay in delivery or non-delivery of any deliverable item or portion thereof if occasioned by strikes, fires, acts of God, or the public enemy, labor or transportation difficulties, or other causes beyond their respective control.
  15. Purchaser shall have the privilege to make changes in (a) the specifications, drawings and samples, if any; (b) the method of shipment or packaging; (c) the place and time of delivery; and (d) the articles and materials, including the quantity thereof, to be furnished by Seller. If any such change causes an increase or decrease in the cost of, or time required for, performance of this Purchase Order, an equitable adjustment shall be made in the contract price or delivery schedule, or both, by mutual consent. Any claim by Seller for adjustment under this cause must be asserted within 30 days from the date of receipt by Seller of the notification of change.
  16. All material and workmanship furnished in the performance of this Purchase Order shall be subject to inspection and tests by Purchaser during manufacture, and Purchaser shall have the right to require replacement or correction. Seller agrees to indemnify and save harmless Purchaser from any loss, penalty or damages resulting from Seller's refusal or failure to make deliveries as specified herein. Seller agrees to notify Purchaser in writing immediately after learning of any delay or anticipated delay in deliveries as specified.
  17. Seller agrees that the performance of this Purchase Order is and shall be subject to all applicable federal, state or local laws, rules, regulations, ordinances or requisitions and agrees upon request to furnish Purchaser a certificate to such effect and of compliance herewith in such form as Purchaser from time to time requires. Seller agrees to comply with Purchaser’s Code of Conduct, which may be accessed at:https://siffron.com/pages/suppliers . Seller specifically warrants that the prices of such merchandise are not in excess of those permitted by law or regulations applicable thereto.
  18. Any specifications, drawings, reprints, technical information or data furnished to Seller by Purchaser hereunder shall remain Purchaser's property, shall be kept confidential by Seller and shall be returned to Purchaser at Purchaser's request. Such documents shall be used in filling this Order and may not be used for any other purpose unless previously agreed to by Purchaser in writing. Purchaser expressly reserves patent rights to any improvements embodied in designs, tools, drawings, patterns, information and equipment supplied by Purchaser under this Purchase Order and further expressly reserves exclusive rights for the use and reproduction thereof.
  19. Purchaser may terminate this Purchase Order, in whole or in part, without cause by giving Seller written notice of Purchaser's election to terminate. Such termination for convenience shall become effective upon receipt of such notice by Seller and Seller will stop work immediately on the terminated portion of this Purchase Order, notify sub-contractors to stop work and protect property in Seller's possession in which Purchaser has or may acquire an interest. In the event of such termination, Purchaser agrees to pay Seller, in addition to the stipulated price for all Products which have been delivered to and accepted by Purchaser pursuant to the terms of this Purchase Order and not previously paid for, reasonable costs necessarily incurred to that time by Seller in the performance of this Purchase Order which are properly allowable under recognized commercial accounting practices and attributable to the canceled portion of this Purchase Order. The provisions of this Paragraph are without prejudice to the rights of Purchaser in the event Seller fails to comply with the delivery schedule or any other terms or conditions of this Purchase Order.