This Supplier Code of Conduct (“Code of Conduct”) applies to all Suppliers, and each of their respective affiliates, subsidiaries, agents, and representatives (collectively, the “Suppliers”) who provide goods or services to Fasteners For Retail, Inc. d/b/a siffron or any of its subsidiaries or affiliates (collectively, “SIFFRON”). Suppliers must be committed to the highest standards of ethical conduct in their business practices. This Code of Conduct sets forth the basic requirements that all Suppliers must comply with in order to do business with SIFFRON. This Code of Conduct is hereby incorporated by reference into any written supplier agreement executed by a Supplier and SIFFRON. SIFFRON reserves the right to make changes to this Code of Conduct.
If SIFFRON believes that any Supplier has violated this Code of Conduct, SIFFRON has the right to terminate its business relationship, and any related agreements, with that Supplier and seek to enforce any rights or remedies available to SIFFRON under applicable law or otherwise.
Business Integrity
Compliance with Laws and SIFFRON’s Policies: Suppliers must fully comply with all applicable laws and regulations, and with all SIFFRON policies, as provided by SIFFRON from time to time. To the extent that SIFFRON’s policies impose a higher standard than what is required by any applicable law or regulation, SIFFRON’s policies will control.
Subcontractor and Third Party Sourcing Compliance: In the event that Suppliers are permitted to use subcontractors in accordance with the terms of any agreement with SIFFRON, or use third parties to source materials in connection with their provision of goods or services to SIFFRON, Suppliers will ensure that any applicable subcontractor or third party complies with this Code of Conduct in connection with providing those goods or services to SIFFRON. Suppliers will not retain any subcontractor or third party that fails to comply with this Code of Conduct. SIFFRON also encourages Suppliers to work closely with local communities to implement projects and strategies that improve the community and those who live there.
Conflicts of Interest; Gifts; Bribery and Corruption: Suppliers agree not to engage in any activity which could create either the appearance of, or an actual conflict of interest, between the personal interests of SIFFRON’s representatives, employees, agents or designees (including their immediate family members) and the interests of SIFFRON. Suppliers will not offer gifts or entertainment exceeding nominal value to SIFFRON or any of its representatives, employees, agents or designees. Suppliers must renounce bribery, corruption, fraud and unethical practices in all forms and in all dealings and must comply with all applicable anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act, in connection with the provision of any goods or services to SIFFRON.
Sanctioned Entities: In addition, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) provides a list of all sanctioned entities. siffron is committed to ensuring full compliance with applicable restrictions associated in conducting business transactions with entities listed on the Specially Designated Nationals List which can be found here: https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. Suppliers agree to comply with all applicable restrictions regarding sanctioned entities.
Fair Dealing; Fair Competition: Suppliers must not manipulate, conceal, or misrepresent facts, misuse information, or otherwise act illegally, unfairly, dishonestly, or unethically. Suppliers must adhere to all applicable fair competition laws prohibiting activities that restrain trade or create anti-competitive markets.
Labor, Health and Safety
Forced Labor: Suppliers shall not use any form of forced, bonded, indentured, trafficked, slave, or prison labor. All work must be voluntary, and employees must be free to leave work or to terminate their employment at will. Suppliers must not require employees to surrender any government-issued identification, passport, or work permit as a condition of employment. Suppliers must take reasonable measures to ensure that all of their employees understand the terms of their employment. More information on the U.S. Government’s prohibition and related import restrictions can be and are to be reviewed at the below websites: https://www.cbp.gov/trade/forced-labor AND https://www.dhs.gov/uflpa. siffron requires its suppliers to diligently visit CBP and DHS’s forced labor webpages to ensure they and their suppliers abide by U.S. Government requirements.
Child Labor: Child labor is strictly prohibited. Suppliers shall not use child labor, as defined by the conventions of the ILO and the UN, the International Standard SA8000 (the global social accountability standard for decent working conditions developed and overseen by Social Accountability International) or by applicable national laws and/or regulations, in supplying goods or rendering services for SIFFRON. Suppliers shall hire employees who are at least the legally specified minimum age for employment in accordance with applicable law.
Conditions to Employment: Suppliers will comply with applicable laws regulating work hours and benefits. Employees must be paid in a timely fashion that meets or exceeds legal minimum standards. Suppliers must have hiring practices that accurately verify a worker’s legitimate eligibility to work. Suppliers shall clearly define, on a regular basis, their respective wages and other payments to employees and independent contractors. Suppliers will not use wage deductions as a disciplinary measure. All wages and other payments by Suppliers must meet applicable statutory provisions, laws, and/or mandatory local standards.
Freedom of Association; Collective Bargaining: Suppliers will comply with all applicable laws that recognize and respect the rights of employees to freedom of association and collective bargaining. Suppliers shall not restrict the right of workers to freely associate with others or establish and join (or refrain from joining) workers’ associations. Suppliers shall neither restrict the right to carry out collective negotiations in accordance with national laws and regulations nor discriminate against workers for exercising such rights.
Discrimination and Harassment: Suppliers shall not threaten workers with, or subject them to, harsh or inhumane treatment, including, but not limited to, verbal abuse and harassment, psychological harassment, mental and physical coercion or oppression, or sexual harassment. Suppliers will prohibit discrimination or harassment in all forms, including by prohibiting discrimination or harassment based on sex, race, color, religion, national origin, age, disability, marital status, gender identity, gender expression, or sexual orientation.
Diversity and Inclusion: SIFFRON expects all Suppliers to foster a culture and working environment that values and respects employee diversity and inclusivity.
Health and Safety: Suppliers must ensure that the workplace is safe, clean, and not harmful to the health of its employees and independent contractors, including by providing appropriate personal protective equipment and all workplace health and safety information and training necessary for its employees and independent contractors to safely perform their work responsibilities. Any working conditions at the workplace or on the Supplier’s premises that violate applicable law and/or regulation are prohibited.
Environmental Standards Compliance: Suppliers shall comply with environmental and safety laws and regulations on handling waste, chemicals or other dangerous materials or substances and shall train workers about proper handling of dangerous materials and substances. Suppliers shall obtain, keep current, and comply with all required environmental permits and shall comply with the reporting requirements of applicable permits, law and regulations. Suppliers shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle both hazardous substances and non-hazardous waste. Suppliers shall minimize hazardous substances consumption by implementing reduction and substitution measures.
Responsible Stewardship: Suppliers will look to conserve resources and protect the communities and environment that surround them. SIFFRON encourages its Suppliers to develop and diffuse environmentally friendly technologies and to increase the use of renewable energies.
Compliance and Reporting
Monitoring and Enforcement: Suppliers must be able to demonstrate compliance with this Code of Conduct upon SIFFRON’s request, and shall take any action to correct any non-compliance. To ensure compliance with this Code of Conduct, SIFFRON reserves the right to audit or inspect Supplier’s books and records, and any facilities used by Suppliers in procuring goods or services for SIFFRON, at any time, directly or through SIFFRON’s designees. Suppliers agree to cooperate with SIFFRON in confirming its compliance with SIFFRON’s policies, including by: (i) promptly responding to inquiries and requests for information; (ii) making facilities readily available for inspection; (iii) participating in any required audits; (iv) working with SIFFRON and any applicable industry bodies or audit programs to resolve issues; (v) designating a representative responsible for legal compliance and compliance with this Code of Conduct; and (vi) maintaining records and documentation sufficient to demonstrate compliance with this Code of Conduct.
Reporting and Non-Retaliation: Suppliers will provide an adequate mechanism for their employees to report integrity concerns, safety issues and misconduct without fear of retaliation. Suppliers will not retaliate against any person reporting those concerns. Suppliers will also appropriately investigate reports and take corrective action, if needed. Subject to any restriction posed by applicable law, Suppliers will also promptly inform SIFFRON of any concern related to issues governed by this Code of Conduct or any other agreement between SIFFRON and Suppliers. To report a concern to SIFFRON, Suppliers can always speak directly to their SIFFRON representative.
- 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.
- 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.
- 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.
- 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.
- 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.
- Purchaser reserves the right to cancel any portion of this Purchase Order without liability, if such Purchase Order is not filled as specified herein.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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://devsite2.siffron.com/VirtualPage/SupplierCodeofConduct. 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 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 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.
- 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://devsite2.siffron.com/VirtualPage/SupplierCodeofConduct. 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.