Applies to all suppliers who sell products to Fastenal's European subsidiaries.
All Purchase Orders issued by Fastenal Netherlands Holdings B.V. and all Fastenal Netherlands Holdings B.V. affiliates ordering goods to be shipped to any European country (collectively “Fastenal”) will be subject to the terms and conditions herein. No terms or conditions in any acceptance, confirmation, acknowledgment or invoice from the Supplier (herein “Seller”), inconsistent with this Purchase Order (“P.O.”) shall apply unless approved in writing by Fastenal. Shipment or performance pursuant to this P.O. shall constitute acceptance of the terms and conditions set forth herein and creates a contract that shall be governed in accordance with the laws of the Netherlands. These terms and conditions will be applicable to the current and any subsequent Purchase Orders entered into between Fastenal and Seller. These terms and conditions will not void or in any way relieve the parties of obligations pursuant to Shared Investment Program (SI) or other agreements executed by the parties either before or after the date of the P.O.
Warranties: Seller warrants that for a period of one (1) year after distribution by Fastenal: (i) all products covered by this P.O. will be of good quality and workmanship, free from defects, and fit and sufficient for the intended purpose for which required; (ii) all materials supplied under this P.O. will conform to the description, quality and performance furnished or specified by Fastenal, or if not furnished or specified, to standard commercial specifications; (iii) no products provided under this P.O. are banned, misbranded or mislabeled and all products are safe and are in compliance with the statutory requirements and other government regulations in addition to the requirements applied within the branch of industry in respect of safety, quality and environmental standards, in the country of delivery and, in so far as is known to Seller, the country of destination. The warranties in this section shall survive delivery of goods or completion of services and shall not be waived by acceptance of products or payment. Such warranties shall cover all losses, including costs and expenses (including reasonable attorney’s fees) to which Fastenal will be exposed by any defects of Seller’s material or performance. These warranties will extend and be passed through to Fastenal’s customers and subsequent end users of such products. All shipping, freight in connection with the return of non-conforming or defective products to the Seller shall be borne by the Seller. Such warranties include replacement product, freight on returned or replacement product, and any potential sorting or product repair that may be required at Seller’s location or at a Fastenal location.
Corrective Action: Seller shall immediately notify Fastenal in writing of any potential or actual stop sale, product recall or corrective action on a product distributed by Fastenal. Seller shall reimburse Fastenal for all direct costs incurred by Fastenal (excluding lost profits and/or lost business opportunities), expenses of notifying end users and reasonable costs of processing a recall through Fastenal’s system (including labor and materials for the repair and replacement of products, freight and handling charges, customer service, administration, etc). Upon completion of the corrective action, Fastenal will notify Seller of such costs or expenses and Seller will submit reimbursement to Fastenal within thirty days after notification. Fastenal is entitled to all remedies available under applicable law, including without limitation immediate termination of any Purchase Order, repair or replacement of the product, at Fastenal’s discretion, with all costs charged back to the Seller and exercise of set-off rights concerning any indebtedness owed to Fastenal by Seller.
Indemnity: Seller agrees to defend, indemnify, assume any liability, save and hold harmless Fastenal, its agents, affiliates, employees, customers, insurers, successors and assigns, from and against any claims, demands, suits, liabilities, penalties, losses, fines, damages, or charges, settlements, judgments, costs and expenses (including attorney’s fees incurred), by any third party arising out of or based on any alleged non-conformity, defect or failure of any product covered by this P.O. or arising out of any actual or alleged violation by such products of any statute, ordinance, rule or regulation. This indemnity includes without limitation any product safety or quality control recall, corrective action or product retrofit, and any action or proceeding arising out of any of the above occurrences.
Infringement: Seller warrants that all products covered by this P.O. shall be delivered free of any claims of infringement and Seller agrees to defend, indemnify, and save Fastenal harmless from any and all third-party claims of liability, loss, damage and expense arising from any infringement or alleged infringement on any patent, trademark, copyright, trade secret, or other right, by reason of the purchase, use or resale by Fastenal of any or all of the products covered by this P.O.
Insurance: Seller covenants and agrees, as a condition of purchase, at its expense to provide and procure broad form vendors liability insurance coverage naming Fastenal Company Purchasing and affiliates as an additional insured on applicable endorsements and certificates. This coverage shall not be canceled without Fastenal’s consent and the policy limits shall be EUR1,000,000 per occurrence for bodily injury and property damages with a minimum of EUR3,000,000 in the aggregate. Seller will submit Certificates of Insurance to Fastenal annually upon renewal. Seller will submit Certificates of Insurance to Fastenal prior to any Purchase Order performed by the Seller. All certificates should be remitted to SUPPLIER COMPLIANCE. Please fax certificates to (507) 494-6333, or email to suppliercompliance@fastenal.com, or mail to 4730 Service Drive, Winona MN 55987 to Tracy’s attention.
Product Returns: Fastenal reserves the right to return over-stock products to Seller for credit against open invoices without penalty or restocking fees. Fastenal will reasonably attempt to consolidate over-stocked new products, advise the Seller of the amount of the returns and coordinate shipments to the Seller. Fastenal will pay the freight to return over-stocked products. Seller will promptly accept and handle all return requests (in reasonably new, re-saleable condition) and credit open Fastenal accounts within thirty (30) days of your receipt of returned products.
On certain occasions, Fastenal will place “inventory expansion” orders for products not previously stocked in our distribution centers. These expansion orders should be viewed as an initiative to place products within our distribution network benefitting both parties and will be “standard” products from our suppliers. Fastenal will clearly identify expansion purchase orders at the point of order. Within 18 (eighteen) months of the expansion purchase order date, Fastenal will review the movement of these items and in some cases need to return slow or non-moving items to our suppliers. In these cases we will request a Returned Goods Authorization (RGA) from the supplier and expect that those requests will not be unduly withheld.
Product Information and Data: Seller grants to Fastenal for business purposes the perpetual, nonexclusive, irrevocable, worldwide, royalty free right to use Seller’s Product Information and Data. Seller’s Product Information and Data shall include but not limited to item description, manufacture’s model number, cross-reference data, UL and CSA information, NAFTA data, tariff number preference criteria, regulatory data, shipping data, product dimensions and weight, cost and list price data, forecast data, technical specifications, catalog data and product images for Fastenal’s business purposes, including but not limited to, the right to reproduce (manipulate, reconfigure), copy, publish, sell, transfer (license and sublicense) to any third party or distribute by any other method. Seller certifies that the Labeling and Origin Criteria for products (or parts thereof) imported into the European Economic Area and Switzerland and distributed to Fastenal is accurate as provided and Seller will promptly notify Fastenal of any changes. Notifications for changes related to PPAP controlled product shall be in accordance with the latest AIAG requirements. Seller, as necessary or upon request, will provide relevant information about products, including information governing the regulations for sale of product or limitations on the use of such products in these locations.
Compliance with Laws: Seller shall be responsible for compliance with all applicable laws, rules, regulations and administrative requirements with respect to its activities pursuant to any P.O. and any ensuing agreements, including those governing trans-border sales, importation, storage, shipment, transfers of products, economic sanctions, and export controls. The foregoing expressly includes all applicable anti-bribery and corrupt practices laws, including without limitation the Bribery Act 2010 (U.K.), the U.S. Foreign Corrupt Practices Act 1977, and any additional anti-bribery, corruption, commercial bribery, money laundering, or terrorist financing laws applicable to Seller. The foregoing also includes all applicable export control and economic sanctions laws. Seller shall also comply with all applicable provisions of Executive Orders 11246 and 13496, and any relevant rules, regulations or orders of the Secretary of Labor pertaining to equal employment laws. To the extent applicable to this Purchase Order, the Federal Acquisition Regulation (FAR) clauses are incorporated herein by reference. Acceptance of this purchase order constitutes certification of the following clauses: FAR 52.222-26 Equal Opportunity; FAR 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans; FAR 52.222-36 Affirmative Action for Handicapped Workers; and FAR 52.222-40, Notification of Employee Rights under the National Labor Relations Act. To the extent not exempt, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) at 29 CFR Part 471, Appendix A. These regulations 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, these regulations require that covered prime contractors and subcontractors 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.
Seller shall notify Fastenal if product applies to state, federal, or country laws requiring but not limited to additional licensing, permits, recycling, environmental handling charges or reporting demands. Seller must notify Fastenal if an item becomes restricted for sale or use in a specific location. Without proper direction, product could potentially be exported or sold in any country within the European Economic Area and Switzerland and/or other countries once in Fastenal distribution. Contact PRODUCT COMPLIANCE at productcompliance@fastenal.com with this information so Fastenal can ensure compliance as the distributor of this product.
In the event that safety information sheets are available for a product and/or packaging, the Seller will be obliged to supply those sheets. Safety information sheets must be provided free of charge at the time of the first delivery of and/or change to the product. The Supplier must comply with (any legislation implemented within the member states of the European Union further to) the provisions contained in EC Directive 91/155/EEC (as amended from time to time) and any successors thereof.
Seller shall furthermore specifically ensure that all goods delivered comply with the provisions of EC Directive 2011/65/EC (RoHS) and all further amendments thereto and successors thereof as well as all national regulations issued in execution thereof. All delivered goods must be suitable and fit for RoHS compliant production and sales at all times and therefore should not contain any of the substances that are, or may be deemed to be, prohibited in light of the Directive and the applicable legislation in the country of delivery and the country where the end-user of the goods is established, in so far as the country of the end-user is known to Seller.
In addition, the Seller shall in particular be responsible for compliance with all applicable laws, rules, regulations and administrative requirements with respect to product safety, including but not limited to (any legislation implemented further to the) General Product Safety Directive 2001/95/EC as amended from time to time and any successor thereof.
Confidentiality and Ownership of Plans and Drawings: All information, including but not limited to designs, specifications, packaging configurations, customer lists, pricing, discounts, rebates, business operations, and other informative materials furnished by Fastenal and received, obtained by or utilized by Seller in connection with Fastenal purchases is solely for the use of obtaining such purchases and is deemed confidential, and shall not be disclosed or used without Fastenal’s consent. Title to all tooling, plans, drawings, prints, samples, and all other materials shall remain with Fastenal, and if requested, shall be promptly returned to Fastenal. No license or copyright privileges are granted to Seller under this P.O. and all rights are expressly retained by Fastenal. This provision will be in effect during the term of the Agreement and the P.O. and will continue for a period of two (2) years after termination. The aforementioned requirements shall not apply to information which: a.) is within the public domain; b.) is known to other parties at time of receipt; c.) is rightfully obtained from a third party without breaching the terms of this Agreement and the P.O.
Limitation of Liability: IN NO EVENT WILL FASTENAL BE LIABLE FOR ANY SPECIAL, INDIRECT INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR P.O., INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FASTENAL'S EXECUTIVE MANAGEMENT.
Force Majeure: Fastenal shall not be required to accept or pay for any goods or service covered by this P.O. if prevented from accepting and utilizing the same by reason of any labor dispute, accident, fire, casualty, act of Government, terrorism, or any other cause beyond its control.
Insolvency: Without prejudice to any rights by virtue of law or this P.O. or any ensuing agreement, Fastenal may at any time (wholly or partially) suspend, terminate or cancel - without any liability to the Seller - the Agreement, this P.O. or any ensuing agreement with immediate effect, in case of any bankruptcy filing, insolvency proceeding or assignment by or against Seller.
Independent Contractor. Seller and Fastenal will be independent contractors in connection with the performance of work and activities under this P.O. Seller will have no right or authority to bind Fastenal to any obligations or responsibilities and will not represent or hold itself out as an agent or representative of Fastenal.
Termination and Survival of Obligations: Fastenal shall have the right to terminate this P.O. in whole or in part at any time without cause by giving prior written or oral notice to Seller effective upon receipt. All of the obligations, terms, and conditions contained herein, including but limited to, indemnities and the procurement of insurance shall survive termination of this P.O. Seller shall have the right to discontinue sale of products to Fastenal upon forty-five (45) days prior written notice, subject to any continuing obligations under this P.O.
Choice of Law and Dispute Resolution:The Agreement, this P.O., the terms and conditions herein and any ensuing agreements shall be exclusively governed by the laws of the Netherlands. The provisions of the UN Convention on Contracts for the International Sale of Goods ("Vienna Convention") shall not apply to the Agreement, this P.O., the terms and conditions herein or any ensuing agreements. All disputes, controversies or differences between the parties under this agreement that are not settled by negotiation shall be decided by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules and judgment will be entered on the award. The number of arbitrators will be one and the arbitrator will be bound by the express terms of this agreement, with English as the language used in the arbitral proceedings. The site of arbitration will be Amsterdam, the Netherlands.
Shelf Life and Temperature Control: Seller shall supply Fastenal with all applicable data concerning the shelf life or temperature control demands of products purchased under this Agreement. Such data includes expiration dates, “born on” dating or “fill” dating, and Seller shall mark product packaging accordingly. If items require refrigeration when stocked, this is information Fastenal needs to ensure compliance. Send applicable information to productcompliance@fastenal.com.
Supplier Code of Conduct: Seller shall comply with Fastenal’s Supplier Code of Conduct, which can be found at www.fastenal.com, under the Legal Information link. Where required by law Fastenal will timely provide Seller with a hard copy of this Code of Conduct.
Gifts & Promotional Contests: Without prejudice to the section "Compliance with Laws" and the other provisions of this P.O., Seller shall refrain from the use of bribes and kickbacks. Gifts given by Seller to Fastenal employees in the ordinary course of business with a value of less than $20 (golf balls, T-shirts, hats, etc.) are acceptable, as are business lunches and dinners. Gifts or offerings with a value in excess of EUR 20.00 that are offered in connection with a promotional contest must be approved in advance, in writing, by the applicable Fastenal Product Manager. All other gifts are strictly prohibited. Fastenal requires Seller to comply with the obligations under the U.S. Foreign Corrupt Practices Act and any other anti-bribery laws or regulations of any country with regard to or in connection with providing products under this P.O. and any other activities involving Fastenal.
Invoice Requirements: Seller shall promptly submit full and complete invoices to Fastenal to effectuate payment. Seller’s invoices shall include a valid Fastenal purchase order number. If Seller’s invoice does not contain a valid Fastenal purchase order number, then Fastenal may withhold payment until a full and complete invoice is submitted to Fastenal. The time period for payment shall not begin to accrue until such full and complete invoice is received by Fastenal.
Pricing Terms:Any proposed price increases must be sent to the applicable Fastenal Product Manager and Business Development Manager in the form of a letter containing your company letter head. All increases must be based on raw material only. Such proposals must adhere to the following timeline:
- 1) A ninety (90) day written notice must be provided. Notifications must include the following information:
- Proposed date that pricing adjustments will be charged on invoices.
- Cite third party sources. (Acceptable sources include CRU, MEPS, LME, MRE, AMM).
- State what % of Seller's distributors are receiving the same pricing adjustment
- Priced file containing current pricing and proposed pricing.
Any price decreases must be sent to the applicable Fastenal Product Manager and Business Development Manager as soon as there is a 5% decrease in base materials. Purchasing by all locations is transparent and pricing will be universal (in some cases, two tier pricing will be allowed to encourage efficient distribution-only ordering. Cases where this comes into play must be approved by the appropriate Fastenal Business Development Manager and Product Manager.)
Fastenal will promptly pay invoices submitted by the Seller within the payment terms specified on the invoice or as agreed to by the parties. However, all invoices must be submitted to Fastenal within a reasonable period of time and in no event will Seller submit an invoice to Fastenal in excess of twelve months after the date of delivery of the product under a P.O. The parties agree that any invoices not submitted to Fastenal within twelve months from the date of delivery of the products will be void and are not subject to payment by Fastenal.
Assignment: The Seller may not assign the Agreement, this P.O. or any ensuing agreement or any of its rights and obligations thereunder, either in whole or in part, to any third party without the prior written consent of Fastenal. Such consent may be subject to certain conditions. Any (attempted) assignment in violation of the foregoing shall have no effect, and this provision shall have property law effect
Further Business Cooperation: In an effort to further enhance the relationship between the parties, the parties are encouraged to consider the use of the services or products manufactured or distributed by the other party and, whenever commercially possible or appropriate under the circumstances, the Supplier will use its best reasonable efforts to patronize or purchase the services and products offered by Fastenal.
Export Controls: Seller will notify Fastenal or provide reasonable identification on the Seller’s products whether a product may be subject to the U.S. Export Administration Regulations, International Traffic in Arms Regulations or similar governmental regulations or may be subject to restrictions related to the exportation of such Seller products to any foreign countries. In advance of shipment of such regulated products to Fastenal, Seller will promptly provide to Fastenal any Export Control Classification Numbers or other data or information that may be required or needed to be submitted to a governmental agency with regard to the exportation of the Sellers products to a foreign country. If you have any questions on exports controls, information can be found at www.bis.doc.gov/licensing/exportingbasics.htm.
Conflict Minerals: On August 22, 2012, the Securities and Exchange Commission (SEC) adopted the Conflict Minerals Final Rule to implement Section 1502 of the Dodd-Frank Act. The Act imposes SEC reporting requirements upon publicly-traded companies whose products contain metals derived from minerals define as ‘conflict minerals’ or derivative materials of these metals. The metals are: tantalum, tin, tungsten and gold. Upon request, Seller must notify Fastenal if product contains, in any amount, the minerals covered in this Act and their conflict status (conflict-free, conflict, or undetermined). If you have any questions on Conflict Minerals, information can be found at http://www.sec.gov/News/Article/Detail/Article/1365171562058.
CA Prop65:Proposition 65, the Safe and Drinking Water and Toxic Enforcement Act of 1986, was enacted as a ballot initiative in November 1986. The Proposition was intended to protect California (USA) citizens and the State’s drinking water sources from chemicals known to cause cancer, birth defects or other reproductive hard, and to inform citizens about exposures to such chemicals. In order to notify customers of possible exposure at the point of sale and on Fastenal.com, Seller must notify Fastenal if product contains chemicals covered by this Act. Find the most current list and more information about CA Prop65 at: http://www.oehha.ca.gov/prop65.html.
Supplier Portal: The Supplier Portal, available on Fastenal.com under My Account, was created to allow suppliers access to maintain important company information such as contacts (sales, operations, quality, compliance, accounting, and more), payables information, product information upload options, and will-call delivery entries. Soon, this portal will act as a landing page for suppliers to access key documents such as scorecards, supplier agreements, EDI documents, key Fastenal contact information, and more.
Get registered today at Fastenal.com – My Account – Register. Current supplier registrants will require 2 recent POs or Invoice numbers in order to complete the registration. Contact suppliercompliance@fastenal.com.
