TERMS AND CONDITIONS OF PURCHASE


All Purchase Orders issued by Endries International, Inc. DBA Store Room Fasteners, an Endries International, Inc. Company, or any of its parent companies, affiliates, or subsidiaries (“Store Room Fasteners”, "SRF" or "Endries") are subject to the terms and conditions stated herein. No terms or conditions other than those contained herein, including those contained in any acceptance, confirmation, acknowledgment, invoice, or other document from a supplier (herein referred to as “Seller”), shall be binding upon Store Room Fasteners unless expressly accepted in writing by Store Room Fasteners.


Seller’s shipment of goods or performance of services pursuant to a Purchase Order issued by Store Room Fasteners constitutes acceptance of these Terms and Conditions. Notwithstanding any other provision of this Purchase Order, Store Room Fasteners expressly reserves the right to revoke or cancel orders at any time prior to Store Room Fasteners’ receipt of notice of acceptance by Seller.


SHIPMENT

All products shall be properly packed for shipment. Seller shall comply with Store Room Fasteners’ standard routing and shipping instructions. If such instructions are not attached or have not been previously received by Seller, instructions must be requested from Store Room Fasteners immediately.

No additional charges will be allowed for packing, crating, freight, express delivery, or cartage unless specified on the face of the Purchase Order.

Any loss or damage resulting from improper packaging or crating by Seller shall be borne solely by Seller.


All products must be clearly labeled and identified with Store Room Fasteners’ Purchase Order number and Store Room Fasteners’ item number (or other identification number shown on the Purchase Order). Products furnished in excess of the quantity ordered may be retained by Store Room Fasteners at no additional cost unless Seller notifies Store Room Fasteners within thirty (30) days after shipment requesting their return. Seller shall reimburse Store Room Fasteners for the full cost of returning such excess shipment or a minimum charge of $100, whichever is greater.

If no packing list accompanies the shipment, Store Room Fasteners’ count shall be final and binding.


TRANSPORTATION / TITLE

Unless otherwise specified on the face of the Purchase Order or modified in writing by an authorized purchasing representative of Store Room Fasteners, all products covered by the Purchase Order shall be shipped FOB destination. Title to the products shall pass to Store Room Fasteners only upon delivery to the destination specified by Store Room Fasteners, regardless of risk of loss.


Transportation charges for products delivered FOB destination must be prepaid. Unauthorized transportation charges will not be allowed. Store Room Fasteners reserves the right to deduct or offset any unauthorized transportation charges that are not prepaid by Seller.


DELIVERY SCHEDULE

Time is of the essence in the fulfillment of this Purchase Order. This Purchase Order may be canceled if shipment is not made within the specified time period. Store Room Fasteners reserves the right to refuse deliveries made prior to the scheduled delivery date. Products shipped after the specified time may be returned at Seller’s expense for full credit. Acceptance of late shipments shall not constitute a waiver of Store Room Fasteners’ right to hold Seller responsible for damages resulting from late delivery. If shipment is not made on time, Store Room Fasteners reserves the right to purchase similar products in the open market and hold Seller responsible for any difference in price.


EXCUSABLE DELAYS

Seller shall not be liable for damages for delay in delivery arising from causes beyond its reasonable control and without fault or negligence, including but not limited to:

  • acts of God
  • acts of government
  • fires
  • floods
  • epidemics
  • quarantine restrictions
  • strikes
  • freight embargoes
  • unusually severe weather

Seller must notify Store Room Fasteners in writing within ten (10) days of the occurrence of any such delay.


CERTIFICATES OF ORIGIN AND CUSTOMS DOCUMENTATION

By accepting this Purchase Order, Seller assumes full responsibility for the completeness and accuracy of any Certificates of Origin and all customs documentation provided to Store Room Fasteners. Seller accepts liability for any damages resulting from inaccurate information or failure to comply with applicable customs requirements.


INSPECTION

All products are subject to inspection and testing by Store Room Fasteners at any time, including during manufacture, and are also subject to final inspection at Store Room Fasteners’ facilities. If any products are found to be defective or not in conformity with the requirements of this Purchase Order, Store Room Fasteners may, at its option:


  • correct the nonconformity at Seller’s expense
  • reject and return such products at Seller’s expense
  • discontinue services provided by Seller


Rejected items shall be removed promptly by Seller at its expense and risk.


WARRANTY

In addition to Seller’s standard warranties, Seller warrants that all products and services provided under this Purchase Order:


  • conform to all specifications, drawings, samples, or descriptions provided by Store Room Fasteners
  • are merchantable and of high quality
  • are free from defects in design, material, and workmanship


Seller further warrants that products will be fit for the particular purpose intended by Store Room Fasteners if such purpose is known to Seller.

All warranties shall survive inspection, acceptance, use, and payment. These warranties shall benefit Store Room Fasteners, its successors, assigns, customers, and users of products sold by Store Room Fasteners.


PRICING AND TERMS OF PAYMENT

Unless otherwise agreed in writing, payment terms shall be: 2% ten (10) days, net sixty (60) days

Prices stated on the Purchase Order shall not be increased without the written consent of Store Room Fasteners. Seller warrants that prices charged are not higher than the Seller’s lowest lawful price offered to other customers for similar quantities of comparable products. Store Room Fasteners may set off any amounts owed by Seller against any amounts payable to Seller.


TAXES

Seller shall be responsible for all taxes imposed on the sale of goods under this Purchase Order except those taxes that Store Room Fasteners is required by law to pay and which are separately stated on Seller’s invoice.

INSURANCE

Seller shall maintain insurance coverage with reputable insurers including:


  • workers’ compensation
  • employer’s liability
  • automobile liability
  • commercial general liability including product liability


Minimum coverage shall be:


  • $1,000,000 per occurrence
  • $3,000,000 aggregate


Seller shall name Store Room Fasteners as an additional insured on its commercial general liability policy. Seller’s insurance shall be primary and non-contributory to Store Room Fasteners’ insurance.


CONFIDENTIALITY AND OWNERSHIP OF MATERIALS

All information provided by Store Room Fasteners including designs, specifications, customer information, pricing, and other materials is confidential and shall not be disclosed without prior written consent. All tooling, drawings, samples, plans, and other materials supplied by Store Room Fasteners remain the property of Store Room Fasteners and must be returned upon request.


HAZARDOUS MATERIALS

If any products contain hazardous substances, Seller shall provide all required safety documentation including Material Safety Data Sheets (MSDS).

Failure to provide required documentation may result in withholding of payment.


PATENT AND COPYRIGHT INDEMNITY

Seller shall indemnify and hold harmless Store Room Fasteners, its affiliates, customers, and users against any claim of patent, trademark, or copyright infringement arising from the manufacture, use, or sale of products supplied under this Purchase Order.


PRODUCT LIABILITY INDEMNIFICATION

Seller agrees to indemnify and defend Store Room Fasteners, its affiliates, officers, employees, and customers against any claims, damages, or liabilities arising from defective or non-conforming products supplied under this Purchase Order. This indemnification includes product recalls, corrective actions, and product retrofits.


TERMINATION

Store Room Fasteners reserves the right to terminate this Purchase Order in whole or in part at any time. Termination claims must be submitted within thirty (30) days following the effective date of termination. Unless otherwise agreed, Store Room Fasteners shall not be liable for more than:

  • thirty (30) days finished inventory
  • sixty (60) days raw material inventory


COMPLIANCE WITH LAWS

Seller warrants that all products and services comply with all applicable federal, state, and local laws and regulations, including those related to labor standards, environmental protection, and workplace safety. Seller agrees to indemnify Store Room Fasteners for any failure to comply with applicable laws.


CALIFORNIA PROPOSITION 65

Seller must notify Store Room Fasteners if any products contain chemicals listed under California Proposition 65 and must ensure proper labeling where required.


CONFLICT MINERALS

Seller shall ensure that products supplied to Store Room Fasteners are DRC conflict-free. Seller agrees to cooperate with Store Room Fasteners’ compliance obligations under the Dodd-Frank Act and related regulations.


APPLICABLE LAW

The formation, interpretation, and performance of this Purchase Order shall be governed by the laws of the State of Wisconsin, without regard to conflict of law principles.


WAIVER

Failure of Store Room Fasteners to enforce any provision shall not constitute a waiver of its rights. Any waiver must be in writing and signed by Store Room Fasteners.

ASSIGNMENT

Seller may not assign this Purchase Order or subcontract performance without the prior written consent of Store Room Fasteners.

These Terms and Conditions shall be binding upon the successors and permitted assigns of the parties.