FIRE, EXPLOSION AND PROCESS SOLUTIONS.  Fike is a globally recognized supplier of products and services that protect people and critical assets from dangers such as fire, explosion and over-pressurization. With over 60 years of experience manufacturing safety solutions, Fike offers a complete line of proven, reliable products to customers across numerous industries around the world. From our founding in 1945, Fike has focused on innovation, quality and customer satisfaction. Today, our goal is stil the same: deliver exceptionally reliable products that exceed customer expectations. There really is a difference when you choose Fike.
 

 
FIKE CORPORATION TERMS AND CONDITIONS OF PURCHASE

  1. Acceptance: Acknowledgement, performance or commencement thereof, or shipment (of any part) of this Order (Contract) constitutes unqualified acceptance by Seller of all terms, conditions and provisions hereof without reservation.
  2. Variance from Terms and Conditions: No terms or conditions in any sales form issued by the Seller shall bind the Buyer or constitute a variance, modification, alteration or addition to any of the terms, conditions and provisions contained in this Order or be a waiver or exception thereto unless specifically agreed to by Buyer by separate written instrument.
  3. No Waiver: Buyer’s failure to enforce at any time any of the provisions of this Order, or any rights in respect thereto, or to exercise any election herein provided, shall in no way be considered to be a waiver of the right to thereafter enforce such provisions or rights or exercise any subsequent elections. Any and all of the rights and remedies conferred upon Buyer under this Order shall be cumulative and in addition to, and not in lieu of the rights and remedies granted by law.
  4. Assignment and Subcontracting: No interest herein may be assigned, in whole or in part, by Seller without the prior written consent of the Buyer. Seller hereby agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials.
  5. Products, Methods and Manufacturing Processes: Any knowledge or information which Seller has disclosed or may disclose hereafter to Buyer incident to the placing and filling of this Order, shall not, unless otherwise specifically agreed upon in writing by Buyer, be deemed to be confidential or proprietary information and accordingly shall be acquired free from any restriction other than those imposed by patent rights.
  6. Patent Indemnification: Seller shall indemnify and hold harmless and defend Buyers, its successors, assigns, customers, or users of its products, from and against any suit for the infringement of any patent, copyright or trademark, and shall indemnify the aforesaid parties against all loss, liability, damages, costs, and expenses arising therefrom by reason of the manufacture, sale, resale or the normal and intended use of the articles covered by this Order. Buyer shall give Seller prompt notice in writing of any suit for infringement and such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof. Indemnification shall not apply to goods manufactured in accordance with Buyer’s detailed design or infringement based solely upon the use of the goods supplied hereunder in combination with other goods not furnished by Seller, unless such combination is in accordance with recommendations and/or specifications furnished by Seller.
  7. Inspection and Title Passage: (a) All supplies (which term includes but is not limited to raw materials, components, intermediate assemblies, end products and lots of supplies) shall be subject to inspection and test by Buyer to the extent practicable at all times and placed including the period of manufacture. Final inspection and acceptance of items delivered hereunder shall be made after delivery at Buyer’s designated point, notwithstanding any prior payment or inspection. (b) Unless provided elsewhere in this Contract, title to all supplies and/or work provided under this contract shall vest in Buyer at the FOB point referenced elsewhere in this contract provided, however, that in the event the supplies and/or work subsequently are rejected by Buyer for reasons other than loss or damage caused in transit, title will be diverted from Buyer and will revert immediately to Seller. (c) During performance of this Contract, Seller’s quality control inspections, or inspection system and manufacturing processes are subject to review, verification, and analysis by authorized Buyer’s representatives.
  8. Warranty: In addition to all other warranties expressed or implied in law, Seller warrants that the items delivered hereunder will conform to all applicable specifications, drawings, samples, symbols or other descriptions furnished by Buyer and will be merchantable, of good material and workmanship, free from defects, and fit and sufficient for the practical purposed intended. Seller further warrants that it will not substitute for specified materials or items without the prior written consent of Buyer. Seller additionally warrants that goods delivered hereunder will be free and clear of all liens and encumbrances whatsoever and that Seller will convey to Buyer good and marketable title. In case any such item shall be defective or otherwise not in conformity herewith, Seller shall at Buyer’s option and in addition to all other remedies of Buyer, either credit Buyer for any such nonconformity or defects or, at Seller’s expense, replace or correct any such article. Seller agrees to make all corrections to the satisfaction of Buyer. Should the Buyer elect to accept items which do not conform to all specifications or other description, payment will be made at an equitable reduction in price. This warranty shall survive acceptance and run to Buyer, its successors, assigns, customers, and users of it products.
  9. Independent Contractor: When labor or services are performed or furnished under this Order by Seller, Seller shall perform such work as an independent contractor and not as an agent or employee of Buyer.
  10. Cancellation/Termination of Order: Buyer may cancel Order in its entirety prior to acceptance by Seller. Failure by Seller to deliver within the time period specified shall give Buyer the option to terminate this order, in whole or in part, without penalty. Seller will not, however, be liable for damages caused by delays in performance where such delays are due to causes beyond its control and without fault or negligence on its part, provided Seller promptly notifies Buyer in writing as soon as such delay is approved. The remedies herein are cumulative to all other remedies provided in law or equity.
  11. Compliance with Law: Buyer is an equal employment opportunity employer. Unless exempt, Seller shall comply with the equal employment requirements of the Civil Rights Act of 1964 (as amended), Executive Orders 11246 and 11375 (as amended), and with all other Government laws, orders, and regulations relative to wages and hours of labor and other matters which may apply to Seller in connection with its execution of this order. As may be required by law, Seller shall provide Buyer with all relevant OSHA material safety data sheets.
  12. Anti-Kickback Act: Seller warrants that it is in full compliance with the provisions of the Anti-Kickback Act of 1986 (41 USC 51-58), and hereby agrees to indemnify and hold Buyer harmless from any liability resulting from Seller’s failure to comply with such provisions.
  13. Deliberate Malpractice Prevention: This Purchase Order and activities hereunder may be within the jurisdiction of the United States Government or an agency or entity thereof. Any knowing and willful act to falsify, conceal, or alter a material fact, or any false, fraudulent, or fictitious statement or representation in connection with the performance of work under this Purchase Order may be punishable as a felony under federal statutes.
  14. Applicable Law/Acceptance of Jurisdiction: This Order shall be construed in accordance with the laws of Missouri. In addition, when acknowledgement has been signed and returned by Seller or upon commencement of complete or partial performance by Seller, the Seller thereby agrees to accept the jurisdiction of any competent court in the County of Jackson, State of Missouri, or the United States Federal District Court for the Western District of Missouri to adjudicate any dispute which the Buyer and Seller are unable to amicably resolve relating to the interpretation of and/or performance under this Order.
  15. Taxes: Except as may be otherwise provided in this Order, the price or prices charged Buyer for the supplies and/or services purchased hereunder includes all applicable federal, state, foreign country or local taxes and duties.
  16. Cash Discount Period: Any applicable cash discount period shall begin when material/services or correct invoice is received, whichever is later. The Seller shall be paid upon the submission of true and accurate invoices, the prices stipulated therein for supplies delivered and accepted or services rendered and accepted less deductions, if any, as herein provided. As otherwise specified, payment will be made on partial deliveries accepted by the Buyer.
  17. Miscellaneous: Seller shall obtain at its own expense and, when requested, provide Buyer with proof of insurance coverage satisfactory to Buyer for Worker’s Compensation, property damage, public liability, personal injury, employer’s liability and/or other applicable insurance. When requested by the Buyer, Seller shall also provide appropriate material certifications including but not limited to Mill Test Reports/Certificates of Conformance, material physical and/or chemical analysis certifications, etc.
  18. Deliveries: All deliveries to Buyer’s facility shall be made between 8:00 a.m. and 4:30 p.m. Monday through Friday, unless otherwise specified or agreed. Partial deliveries will not be accepted unless authorized. If Seller’s deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may direct expedited routing and any excess costs incurred thereby shall be debited to Seller’s account. Buyer may in accordance with Clause 10 (Cancellation/Termination of Order) cancel all or part of this Order in the event Seller fails to deliver goods (which term throughout this Order includes with limitation raw material, components, intermediate assemblies and supplies) or services as scheduled herein. Buyer shall not be liable for Seller’s commitments, or production arrangements in excess of the amount, or in advance of the time, necessary to meet Buyer’s delivery schedule. Goods which are delivered in advance of schedule may, at Buyer’s option, either be returned, placed in storage, or have payment therefor withheld. Buyer may return quantities in excess of variation on this at Seller’s expense and risk.