Applies to all suppliers who sell products or services to any of Fastenal's global subsidiaries outside of Europe.
All Purchase Orders issued by Fastenal Company or any of its North American Subsidiaries, including but not limited to Fastenal Company Purchasing, Fastenal Canada, Ltd., Fastenal Mexico S de RL de CV and all Fastenal locations worldwide except in Europe ("Fastenal") will be subject to the terms and conditions herein ("Agreement"). 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 provisions of the Uniform Commercial Code and the laws of the State of Minnesota. These terms and conditions will be applicable to the current and any subsequent purchase orders entered into between Fastenal and Seller. Seller will be subject to and agrees to comply with Fastenal's Code of Conduct in connection with the processing and completion of every P.O. 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 materials or products provided under this P.O. are banned, misbranded or mislabeled and all goods are produced in conformity with all applicable federal, state and local statutes, rules and regulations (iv) all services will be performed in a workmanlike manner and consistent with the highest standards in the industry, unless otherwise specified. 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 productor reperformance of services, at Fastenal’s discretion, freight on returned or replacement product, and any potential sorting or product repair that may be required at any location.
Corrective Action
Seller will immediately notify Fastenal in writing of any potential or actual stop sale, product recall or corrective action on a product distributed by Fastenal. Seller will 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 will be entitled to all remedies available under applicable law, including without limitation immediate termination of any P.O., 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.
Product Liability Indemnity
Seller agrees to defend, indemnify, assume any liability, save and hold harmless Fastenal, its agents, subsidiaries, employees, customers, insurers, successors and assigns, from and against any claims, demands, suits, liabilities, penalties, losses, 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 and Subsidiaries 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 $1,000,000 per occurrence for bodily injury and property damages with a minimum of $3,000,000 in the aggregate. Seller, upon request (certificates are required once purchases meet or exceed $100,000 per year), will submit Certificates of Insurance to Fastenal annually upon renewal. Seller will submit Certificates of Insurance to Fastenal prior to any P.O. performed by the Seller. All certificates should be remitted suppliercompliance@fastenal.com , facsimile to 507-494-6333.
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 you 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.
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, Free Trade Agreement eligibility and supporting data, tariff number preference criteria, hazmat data, 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 United States 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 unless otherwise specified in the P.O.. Seller, as necessary or upon request, will provide relevant information about products, which are distributed to Fastenal locations in any country, 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 comply with all applicable provisions of Executive Order NO. 11246, 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.
Supplier shall comply with all applicable laws and regulations regarding hazardous materials for which location the product end destination is intended or referenced on the P.O. Upon shipment Seller, agrees to provide Fastenal with updated OSHA, GHS, and/or any relevant compliant safety data sheets as applicable, and to comply with, and furnish all information evidencing compliance with all federal, state or local laws and regulations pertaining to the environment. If Seller is supplying Fastenal hazardous materials as defined by state and federal statutes and regulations, including without limitation the Federal Department of Transportation and California Proposition 65, Seller shall label such materials in accordance with such regulations. All labels and packaging associated with products supplied to Fastenal must comply with the current edition of the National Institute of Standards and Technology Handbook 130 or related labeling and packaging standards as imposed in various states. Seller agrees to indemnify and hold harmless Fastenal for any failure or non-compliance by Seller in connection with this section, including without limitation the payment of any fees, fines, assessments or penalties.
Confidentiality and Ownership of Plans and Drawings
All information, including but not limited to designs, specifications, 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 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.
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, 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.
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
Fastenal may cancel any portion of this P.O., which remains unfilled after the beginning 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.
Dispute Resolution
All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided in accordance with the Commercial Rules of the American Arbitration Association and judgment will be entered on the award. The arbitrator will be bound by the express terms of this Agreement. The site of arbitration will be a mutually agreeable location in Minnesota and the arbitrator(s) will be bound by the applicable law of the State of Minnesota.
Shelf Life
Seller shall supply Fastenal will all applicable data concerning the shelf life of products purchased under this Agreement. Such data includes expiration dates, “born on” dating or “fill” dating, and Seller shall mark product packaging accordingly.
Gifts & Promotional Contests
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 $20 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.
Invoicing
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.
Free Trade Agreement Certifications
Seller will reasonably identify any products supplied under this Agreement that qualify as eligible for preferential treatment under the United States-Mexico-Canada Free trade agreement (“USMCA”) or any other applicable free trade agreement or treaty. Seller will provide appropriate documentation to Fastenal in a timely manner when requested and at no additional charge to confirm the origin or qualification of the goods for such eligibility, including determining when goods are specifically NOT eligible for preferential treatment, whether due to Country of Origin or other considerations.
A certified list of all products supplied to Fastenal with their USMCA or other Federal Trade Act (“‘FTA”) status must be emailed to FTAcertificates@fastenal.com annually at the start of the year. Please additionally specify if the FTA or origin certifications are provided with a blanket document (maximum of one-year validity) or on a case-by-case basis. CERTIFICATIONS SUPPLIED HOW: (BLANKET, or CASE by CASE)
Supply Chain Security
As a certified participant in the US Customs Trade Partnership Against Terrorism (“CTPAT”) program, Fastenal has an obligation to engage with all of our business partners in order to validate and support in developing and maintaining a robust supply chain security program. Fastenal requires that if the Seller is also a certified CTPAT member, they agree to monitoring in the CBP Status Verification Interface portal. If the Seller is not CTPAT certified, Fastenal requires them to complete and return a Supply Chain Security questionnaire to help Fastenal assess the adequacy of current process controls in place. The Seller is additionally expected to support Fastenal with any onsite visits that may be required in conjunction with that assessment per the CTPAT guidelines.
Export Controls
Seller will notify Fastenal or reasonable identify 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 .
Confidential information exchanged under this Agreement may contain technical data that is categorized on either (i) the United States Munitions List and, as such, subject to the International Traffic in Arms Regulations (ITAR, 22 CFR 120-130), (ii) the Commerce Control List and, as such, subject to the Export Administration Regulations (EAR, 15 CFR 730-799). Seller shall disseminate such regulated confidential information in accordance with provisions of DoD Directive 5230.25. Transfer of regulated confidential information or data by any means to a foreign national or representative of a foreign government or interest, whether in the U.S. or abroad, without an export license or other approval from the U.S. Department of State, or the Bureau of Industry and Security is prohibited.
Compliance with Defense Cybersecurity Requirements
Confidential information exchanged under this Agreement may contain technical information categorized as covered defense information as defined in DFAR 252.204-7012. Handling, storage, reproduction, and disposition of covered defense information must be in accordance with 32 CFR Part 2002, DFAR 252.204-7012 and applicable agency policy.
Conflict Minerals
“Conflict Minerals” refers to tin, tantalum, tungsten, and gold, which are derivatives of cassiterite, columbite-tantalite, and wolframite, regardless of where they are sourced, processed or sold. There is an increasing awareness of violence and human rights violations in the mining of certain minerals from an area described as the “Conflict Region”, located in the eastern portion of the Democratic Republic of the Congo (DRC) and surrounding countries. As a result, the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Act’) of 2010 directed the U.S. Securities and Exchange Commission ("SEC") to adopt rules to implement disclosure requirements related to these “Conflict Minerals”. These rules apply to manufacturers who file periodic reports with the SEC and who manufacture or contract to manufacture products containing “conflict minerals” that are “necessary to the functionality or production” of those products. These manufacturers are required to make inquiries as to the origin of these “conflict minerals” and file a report with the SEC to describe and disclose the results of those inquiries.
To ensure compliance with the Act, our Sellers are required to undertake reasonable due diligence with their supply chains to determine whether the specified metals, if any exist in their respective products, are being sourced from:
1. Mines and smelters outside the Conflict Region or
2. Mines and smelters which have been certified by an independent third party as “conflict free”, if sourced within the Conflict Region.
Sellers are required to provide written documentation to conflictminerals@fastenal.com to confirm whether the raw materials tin, tantalum, tungsten and gold used in the manufacture of the products supplied to Fastenal originated from outside the Conflict Region or, if the raw material originated from within the Conflict Region, that the mines or smelters are certified as “conflict free” by an independent third party. Fastenal’s Conflict Mineral Reports are available on the Investor Relations page: .
California Proposition 65
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 harm, 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 (productcompliance@fastenal.com) if product contains chemicals covered by this Act that meet or exceed Safe Harbor levels that require a ‘reasonable warning’ and validate that the items are properly labeled for sale in California (USA). The list of chemicals and metals covered by Prop 65 now exceeds 900, and the list continues to grow every year. For a complete listing, visit .
Material Declarations, REACH and RoHS
To be able to sell Fastenal products in the global market place, Fastenal must achieve and maintain material and substance compliance information for all products we distribute.
Fastenal requires that complete material chemistry be made available upon request, regardless whether the product has SVHC’s present or is described as an ‘article’ by the REACH Directive (the ”Standard”). This Standard applies to all products that Fastenal distributes. In the event of conflict between this Standard and any Fastenal Product Standard, the Seller shall immediately notify Fastenal of the conflict. Fastenal's Quality Assurance (Material Declaration) group must approve any deviation from the requirements of this Standard prior to the item being purchased and supplied to Fastenal. The primary objective of this Standard is to obtain compliance to environmental laws and directives such as RoHS, REACH, etc. Seller certifies compliance with this Standard via acceptance of a P.O. Contact materialdeclarations@fastenal.com with questions.
Monitoring and Compliance
Supplier understands that Fastenal or our designated agents (including third parties) may engage in monitoring activities to assess compliance with these Global Purchase Order Terms & Conditions including on-site inspection of facilities and review of books and records. Neither Fastenal nor any of its authorized agents assumes any duty to monitor or ensure compliance with these Global Purchase Order Terms & Conditions. The Supplier understands that Supplier is solely responsible for full compliance with this Global Supplier Terms & Purchase Orders by its officers, directors, managers, employees, representatives, and agents.
Management System and Communication
Supplier must establish and maintain processes that are reasonably designed to ensure compliance with, mitigate the risks identified in, and facilitate continuous improvement with respect to, this Code of Conduct. Supplier must ensure that this Code of Conduct is adequately communicated to all employees. Suppliers must notify Fastenal immediately by email,sccomplianceleads@fastenal.com, or phone (+1-507-453-8981), upon discovery of known or suspected improper behavior by Supplier, subcontractors or employees of Fastenal to disclose non-compliance to any part of this Code of Conduct. Reviews will be conducted by Fastenal’s Supply Chain Compliance, Quality Assurance or Legal teams and may result in, but is not limited to, the following: recall, review, corrective action, discontinued purchase or sale of impacted products or, cancellation of the P.O. or any pending or future P.O.s with Seller or applicable governmental reporting. Each scenario will be assessed and handled according to Fastenal’s supply chain policies and channeled through applicable Supplier Development Management team for resolution.
