Terms of Use and Conditions

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 Fike Corporation (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. Intellectual Property: Seller hereby grants Buyer and Customer an irrevocable (except in the event of a breach), perpetual, non-exclusive, world-wide, royalty-free and non-transferrable license (except with respect to permitted assigns, to include but not limited to Buyer and its Customer) for the purposes of utilizing the items on the Order.

7. Indemnification: To the fullest extent permitted by law, Seller shall defend, protect, indemnify and hold harmless Buyer and any other related or affiliated entities„ its officers, directors, employees, subsidiaries successors, assigns, customers, or users of its products (collectively), from and against any and all claims, liabilities, damages, demands, lawsuits, causes of action, strict liability claims, penalties, fines, administrative law actions and orders, expenses (including, but not limited to, attorney’s fees) and costs of every kind and character (collectively, “Claims/Liabilities”) arising out of or in any way incident to any of the Order, including, without limitation, Claims/Liabilities relating to personal injuries, death, damage to property, damage to the environment, or infringement of any patent, trademark, copyright or other property right, regardless of whether such harm is to Seller, its subcontractors, indemnities or any other person or entity. The duty to defend, protect, indemnify and hold indemnities harmless referred to in the preceding sentence shall include, without limitation, Claims/Liabilities that result from the comparative, concurrent or contributing negligence of any person or entity including, but not limited to, Indemnities or their agents. Seller shall not be liable under this Section for Claims/Liabilities resulting from the sole negligence of Indemnities. Seller’s obligations under this Section shall survive the termination, revocation or expiration of this Agreement. Buyer shall give Seller prompt notice in writing of any action as is afforded by applicable laws, rules, or regulations to participate in the defense thereof.

8. Inspection and Title Passage:

9. 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.

10. 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.

11. 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.

12. Compliance with Law and Ethical Behavior: 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. The Buyer and Seller shall abide by the requirements of 41 CFR §§ 60-1.4 (a), 60-300.5 (a) and 60-741.5 (a), and29 CFR Part 471, Appendix A to Subpart A (Executive Order 13496). Buyer and Seller shall engage in ethical behavior and shall prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, Buyer and Seller will take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. As may be required by law, Seller shall provide Buyer with all relevant OSHA material safety data sheets.

13. 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.

14. Deliberate Malpractice Prevention: This 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 Order may be punishable as a felony under federal statutes.

15. Conflict Minerals: Seller agrees to follow Buyer’s Conflict Minerals policy, which is found on https://my.fike.com/_fike_docs/New_Docs_System/Fire%20Protection/Specifications%20&%20Design%20Guides/Conflict-Minerals-Policy.pdf

16. Counterfeit Materials: Seller shall establish and maintain a Counterfeit Parts/Material Prevention and Control Plan to ensure that Counterfeit Work is not delivered to Buyer. The purpose of Seller’s Plan shall be to develop a robust process to prevent the delivery of counterfeit commodities and control commodities identified as counterfeit. Purposes of this clause, Work consists of those commodities delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, standard hardware, goods, raw materials and assemblies). “Counterfeit Work” means Work that is, or contains, items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. Seller shall only purchase products to be delivered or incorporated as Work to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM); OCM/OEM authorized distributor chain, Aftermarket Manufacturer, or Authorized Reseller. These products shall have verification that Work is traceable to OCM/OEM; OCM/OEM authorized distributor chain, Aftermarket Manufacturer, or Authorized Reseller that identifies the name and location of all the supply chain intermediaries from the part manufacturer to the direct source of the product for the Seller. Work can only be acquired from independent distributors or brokers in cases of diminishing material supply (DMS) or obsolescence and shall be subjected to a screening process appropriate to the commodity in accordance with the Counterfeit Parts / Material Prevention and Control Plan. If traceability is not obtainable, written notice shall be provided to the Buyer prior to delivery with records of evidentiary tests and inspections performed and conformance of the product to specified acceptance criteria that ensures verification activities taken to assure authenticity. Written notice is not required for raw material and standard hardware purchased from independent distributors or brokers, but products must be able to provide commodity level traceability to the Original Manufacturer. Seller shall notify Buyer with all the facts if Seller becomes aware or suspects that it has furnished Counterfeit Work. Seller shall provide to Buyer, upon request, the supply chain traceability to an Original Manufacturer or authorized distributor chain that identifies the name and location of all the supply chain intermediaries from the part manufacturer to the direct source of the product for the Seller. Seller shall include this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to Buyer. Sellers eligible for utilization of the Government-Industry Data Exchange Program (GIDEP) shall utilize the GIDEP process to alert the industry of encountered counterfeit parts.

17. Record Retention: The Seller shall maintain complete records of the following: all manufacturing, inspection, test, Certificate of Conformance, and shipping; and process capability or tooling; and all nonconforming material, dispositions, assignable causes, corrective and preventive actions, and effectiveness of corrective actions; and shall make records available to Buyer for five (5) years after completion of the Work or for the longer periods if specified elsewhere. Upon Buyer’s request, Seller shall forward records to Buyer at no additional cost, price or fee to Buyer.

18. Privacy: Buyer takes the protection of personal data and its confidentiality very seriously. If Seller provides the personal data of a citizen or resident of a country within the European Economic Area (“EEA”), then said personal data will be processed exclusively within the legal framework of the data protection provisions of the European Union, particularly the General Data Protection Regulation (“GDPR”). Buyer may process personal data of its distributors, customers and prospects in accordance with the privacy statement found at https://www.fike.com/privacy-policy/. The personal data provided will only be used for the following purposes: To provide products or services, including making arrangements for the purchase, payment and providing Seller with requested products or services that Seller elects to receive, such as the execution of the concluded agreement, or processing the Order. If Seller has given consent, the personal data will also be used for the following purposes: sending newsletters, advertising and / or marketing purposes. Seller can choose not to provide certain information, but then Seller might not be able to take advantage of all available services. If Seller or its representatives are a citizen or resident of the EEA, then Seller or its representatives have a legal right to access and correct personal data. Subject to proof of identity (copy of the front of the identity card), Seller or its representatives can obtain the written notification of personal data free of charge via a written, dated and signed request to Fike Europe BVBA, Toekomstlaan, 2200 Herentals, BELGIE, Attn: Fike Legal Dept. / GDPR or send an email to privacy.officer@fike.com. If necessary, Seller or its representatives can request to correct the data that would be incorrect, incomplete or non-pertinent. In case of use of data for direct marketing: If Seller or its representatives are a resident or citizen of the EEA, then Seller or its representatives can oppose the use of its data for direct marketing free of charge. To exercise this right, please contact Fike Europe BVBA, Toekomstlaan, 2200 Herentals, BELGIE, Attn: Fike Legal Dept. / GDPR or send an email to privacy.officer@fike.com. If Seller or its representatives are a citizen or resident of the EEA and of the opinion that Buyer is infringing the privacy of Seller or its representatives, each has the right to lodge a complaint with a supervisory authority, in particular in the Member State of Seller or its representatives habitual residence, place of work or place of the alleged infringement.

Due to the international nature of Buyer’s business, it is possible that the personal data collected is passed on to our cooperating companies: SELLER IS RESPONSIBLE FOR KEEPING ITS LOGIN DETAILS CONFIDENTIAL AND THE USE OF SELLER’S PASSWORD. ALTHOUGH BUYER MAKES EVERY ATTEMPT POSSIBLE TO KEEP THE INFORMATION AS SECURE AS POSSIBLE, BUYER IS NOT IMMUNE TO SECURITY BREACHES AND UNAUTHORIZED ACCESS. BUYER CANNOT GUARANTEE SELLER 100% DATA SECURITY OR COMPLETE PROTECTION OF SELLER’S CONTENT. BUYER URGES SELLER TO BE CONSCIOUS ABOUT THE PERSONAL INFORMATION THAT SELLER IS SHARING. Buyer keeps online (anonymous) visitor statistics in order to see which pages of the website are visited and to which extent. If Seller has questions about this privacy statement, Seller can contact Buyer at privacy.officer@fike.com.

19. Applicable Law/Acceptance of Jurisdiction: This Order shall be construed in accordance with the laws of the State of Missouri in the United States of America, without giving effect to its conflict of law provisions. 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.

20. 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.

21. 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.

22. Compliance with Import/Export laws: Both parties will cooperate to effect compliance with all applicable U.S. export and/or import regulations. Neither party will export or re-export, directly or indirectly, any product, software or technical data provided under this Order, or the direct product of such software or technical data, to any country without first obtaining any required U.S. government approvals or licenses. In addition, the parties agree to comply with all applicable local country export and/or import laws and regulations of the country(ies) of procurement, production, and/or destination of the product. The parties understand and agree that the foregoing obligations are legal requirements and that they shall survive any term or termination of this Order. Seller shall provide Buyer with complete and accurate information for all products, software, and technical data sold or licensed to Buyer under this Order for purposes of Buyer compliance with U.S. import and export regulations, including the following information: (a) description of the product, including Buyer part number, if any; (b) U.S. Harmonized Tariff System (HTS) number; (c) country of origin, as determined in accordance with U.S. Customs rules of origin; (d) statement of any applicable U.S. anti-dumping orders, and exclusions thereto; (e) statement that the product is controlled for export under the U.S. International Traffic in Arms Regulations (ITAR) or the U.S. Export Administration Regulations (EAR), whichever is applicable; and (f) Export Control Classification Number (ECCN), including a copy of any formal classification determination (CCATS) obtained from the U.S. Department of Commerce. Such information shall be provided to Buyer prior to the first delivery of products and shall be included on the commercial invoice accompanying shipment of the products. Seller agrees to maintain records of Buyer transactions as required under the record keeping provisions of the U.S. import and export laws and regulations and to make such records available to Buyer upon request. Upon Buyer request, Seller will promptly provide Buyer with a complete and accurate manufacturer’s certificate of origin for all products. Supplier shall provide valid NAFTA certificates to Buyer for each of the products as applicable on an annual blanket basis.

23. 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.

24. 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 therefore withheld. Buyer may return quantities in excess of variation on this at Seller’s expense and risk.

25. English Language Governs: The content on Fike.com in English (fike.com/legal-notices/terms-conditions) is the governing version. Translation into any language other than English is for courtesy only. If there is a conflict between the English version and the translated version, the English version shall prevail in all respects including but not limited to interpretation and enforcement