- For purpose of these Terms and Conditions of Purchase of Services, "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; “Services” shall mean the Services to be provided as described on the front side of this Purchase Order, and “Deliverables” shall mean the work product to be provided to siffron under this Purchase Order; and "Purchase Order" means this agreement as offered by Purchaser and accepted by Seller, including the Terms and Conditions of Purchase of Services listed below.
- This Purchase Order is a 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 Services 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 diligently and completely render all Services and deliver all Deliverables as described and defined in the Contract and any amendment or change orders hereto accepted by both Parties. All obligations of Purchaser relating to the applicable time schedule for Deliverables hereunder are preconditioned on the due fulfillment of all contractual obligations hereunder by Seller. Seller shall promptly notify Purchaser of any factor, occurrence, or event that may affect Seller’s ability to meet the requirements of the Contract or that is likely to result in delay of delivery of the Deliverables.
- Seller acknowledges that Seller is a non-exclusive provider of Services. Purchaser has no obligation to order or purchase any Services beyond those Services specifically identified in the Purchase Order. Purchaser may purchase from any third-party services that are identical or similar to the Services described in the Contract. Seller shall cooperate and coordinate with Purchaser for any other service providers selected by Purchaser as reasonably required for Purchaser or the service provider to perform services for which it is responsible.
- Seller acknowledges that it shall at all times act and perform as an independent contractor hereunder and shall not, for any purposes, be deemed an employee of Purchaser. Neither Party shall take any actions or make any statements that would indicate that the relationship between the Parties is other than that of independent contractors. Nothing in the Contract shall be construed to create a partnership, joint venture, or any other form of fiduciary relationship. Purchaser will have no right to control or direct the details, manner or means by which Seller accomplishes the results of the Services performed hereunder or the Deliverables produced and delivered hereunder.
- Seller covenants and agrees to provide the Services and produce and deliver the Deliverables to Purchaser as described in the Contract and to meet all deadlines set by Purchaser with respect thereto.
- 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.
- Purchaser reserves the right to cancel any portion of this Purchase Order without liability, if such Purchase Order is not filled as specified herein.
- Seller agrees that, for the consideration set forth herein, Purchaser has purchased all right, title and interest in and to all Deliverables, including whether or not patentable, any idea, invention, concept, design, prototype, product configuration, process, technique, procedure, system, plan, model, program, software or code, data, specification, drawings, diagram, flow chart, documentation, or the like that are created pursuant to the Purchase Order (including any improvement in the design of any products or any alternative or improved method of accomplishing the objectives under the Purchase Order, as well as any reduction to practice of any subject matter, application or discovery which could be patented or copyrighted) and any associated Intellectual Property Rights therein (collectively, “Inventions”), and they are the sole and exclusive property of Purchaser. Seller agrees that all Inventions created by Seller in connection with each Purchase Order are “works made for hire” on behalf of Purchaser as that term is used in connection with the U.S. Copyright Act. Seller shall promptly disclose all Inventions to Purchaser and shall cooperate (and cause its employees and contractors to cooperate) in executing any documents and taking any other actions necessary or convenient to patent, copyright, assign to Purchaser or otherwise perfect or protect such Inventions for the benefit of Purchaser.
- Seller hereby assigns to Purchaser ownership of all right, title, and interest in the Deliverables and any associated Intellectual Property and Intellectual Property Rights, and further agrees to cooperate with Purchaser and to assist in the preparation and execution of all documents relating to any effort by or on behalf of Purchaser to apply for, obtain, maintain, transfer, or enforce any Intellectual Property Right related to the Deliverables at the request and expense of Purchaser. Seller grants to Purchaser an irrevocable, non-exclusive, royalty-free, worldwide license, with the right to grant sublicenses, to use any technical information, know-how, copyrights, and patents, or other Intellectual Property owned or controlled by Seller or its Affiliates to make, have made, use, sell, and import the Deliverables. Such license shall be effective from the first delivery under the Purchase Order.
- Notwithstanding anything provided in these Terms and Conditions to the contrary, all inventions, ideas, improvements, developments, designs, trade secrets, know-how, formulations, information, data, processes, methods, techniques, drawings, schematics, diagrams, test protocols, methods and other technology created and owned by Seller independently of the performance of Seller’s obligations under the Purchase Order, including all Intellectual Property Rights embodied therein, (collectively, the “Seller Background IP”) shall remain the exclusive property of Seller and shall not be assigned or otherwise transferred to Purchaser. Unless otherwise agreed in a separate written license agreement executed by the Parties, Seller hereby grants to Purchaser a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up, non-transferable (other than to its affiliates or in conjunction with a change in control or sale of all or substantially all of the assets of Purchaser), sub-licensable, worldwide license to use, sub-license and distribute the Seller Background IP in respect of the Deliverables and Purchaser’s use thereof.
- Seller shall not incorporate any third party proprietary materials, information or intellectual property (“Third Party Material”) into products, including all Deliverables or other work product to be delivered to Purchaser, unless Seller has obtained for Purchaser a perpetual, worldwide, fully paid-up, royalty-free, non-exclusive license permitting Purchaser and its Affiliates to use, sublicense and distribute such Third Party Material in the conduct of their normal business operations. Seller shall not incorporate any Open Source Code into a Deliverable or other work product to be delivered to Purchaser without Purchaser’s express, prior written consent. Seller shall ensure that any subcontractors to Seller have contracts with Seller in writing consistent with the terms of these Terms and Conditions to ensure that the protections required by Purchaser from Seller are also received from subcontractors for the benefit of Purchaser and Seller.
- 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 SERVICES PURCHASED BY PURCHASER HEREUNDER.
- 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.
- 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.
- 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.
- 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.
- In the event of any deficiencies in the Services or non-conformity of the Deliverables to the Specifications, Purchaser has the right to take remedial steps and shall be entitled to, at the sole option of Purchaser, (a) Seller’s re-performance of the deficient portion of the Services and re-delivery of the Deliverables, or (b) price reduction or refund of the deficient portion of the Services and non-conforming portion of the Deliverables, provided that such steps shall be in addition to, and not in exclusion of, any other rights or remedies of Purchaser hereunder.
- 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.
- Any specifications, drawings, reprints, technical information, proprietary business 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.
- 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 or Deliverables 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 Services or Deliverables 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.
|
