All quotations, orders and sales are subject to the following terms and conditions, the sole terms and conditions under which Fasteners For Retail, Inc. (“FFR-DSI”) and its subsidiaries make all sales. FFR-DSI may, from time to time, change or supplement these terms and conditions. CREDIT TERMS Payment terms are net 30 days, subject to credit approval. To establish an account, supply one bank reference and three (3) supplier references. Please allow a minimum of two business days for account setup. Prepayment, credit card such as VISA, Mastercard and American Express, and cash on delivery (C.O.D.) payments are acceptable on all orders. Credit card orders may be subject to two separate charges per order. The product charge is applied at the time of the order; the shipping charge is applied at the time of order shipment. Customer agrees to pay for the products according to the payment terms. In the event Customer fails to make any payment to FFR-DSI when due, Customer’s entire account(s) with FFR-DSI shall become immediately due and payable without notice or demand. All past due amounts are subject to service and/or interests charge, at the maximum rate permitted by law. Customer hereby grants FFR-DSI a purchase money security interest in the products until such time as FFR-DSI is fully paid. Customer will assist FFR-DSI in taking the necessary action to perfect and protect FFR-DSI’s security interest. No products furnished by FFR-DSI shall become a fixture by reason of being attached to real estate.
REMEDIES OF FFR-DSI
Upon default by Customer, FFR-DSI shall have right to cancel any unexecuted portion of the order and exercise any right or remedy it may be entitled under the law or the Terms and Conditions herein. Customer shall reimburse FFR-DSI all collection fees, attorney fees, court costs and other reasonable costs and expenses incurred by FFR-DSI in connection therewith. Any of the following shall constitute an event of default: (a) failure of Customer to perform any term or condition contained herein; (b) failure of Customer to give required notice; (c) insolvency of Customer or its failure to pay debts as they mature, an assignment by Customer for benefit of its creditors, the appointment of receiver for Customer or for the products covered by the order or the filing of any petition to adjudicate Customer bankrupt; (d) death, incompetence, dissolution or termination of existence of Customer; (e) failure by Customer to provide adequate assurance of performance within ten (10) days after a justified demand by FFR-DSI or (f) if FFR-DSI, in good faith, believes that Customer’s prospect of performance under this Agreement is impaired. All rights and remedies of FFR-DSI herein are in addition to, and shall not exclude, any rights or remedies that FFR-DSI may have by law.
Quotations are valid for 30 days from the quotation date for the quantities and the shipping schedules set forth in the quotation or order acknowledgement, but are subject to change by FFR-DSI if Customer changes quantities and/or shipping schedules, which shall be approved in writing by FFR-DSI. Where custom components are involved, the selling price of the product, tooling, and other start up costs are subject to adjustment for requested or necessary modifications made after the quotation. Customer shall not be entitled to set-off any amounts due Customer against any amount due FFR-DSI in connection with this sale.
Products and services will be invoiced upon shipment. Partial shipments will receive multiple invoices.
The quoted prices are exclusive of any federal, state, municipal or other government excise, sales, use, occupational or like taxes applicable to the products. Any and all of the foregoing taxes, which may be invoiced separately, shall be borne by Customer, and will appear as separate additional items on the invoice to Customer, unless Customer provides FFR-DSI with an exemption certificate acceptable to the taxing authorities prior to delivery. Any taxes which Customer may be required to pay or collect under any existing or future federal, state or municipal law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be charged to the account of the Customer, who shall promptly pay the amount thereof to FFR-DSI upon demand.
If there is a problem with your order, please contact our Customer Support Department immediately. Notice of order cancellations must be made in writing. Cancellation of non-custom orders shall be subject to a Cancellation Charge equal to 25% of the Order Value, or the value of material and work performed on the cancelled product at the time of cancellation, whichever is greater, plus other reasonable expenses and overhead associated with the commitments or preparations to produce such order. Custom orders are non-cancellable.
OVER RUN / UNDER RUN
FFR-DSI has right to fulfill the order for non-stocking products with a final quantity of 5% above or below the ordered quantities.
Unused or undamaged catalog products may be returned within 60 days of shipment and with an authorization number obtained from FFR-DSI Customer Support Department prior to the return. Such authorization number shall be noted on all paperwork and packaging. Unauthorized returns will not be accepted and credit will not be issued. A restocking charge equal to 25% of all materials and services invoiced and all freight charges will apply to returns. FFR-DSI does not accept any of the following returns: orders over 30,000 units with adhesive attached; custom or non-catalog products; small orders and products that have been damaged or altered by Customer.
All orders are shipped F.O.B. FFR-DSI facilities. FFR-DSI will use the carrier designated by Customer or, in case Customer does not designate a carrier, FFR-DSI will use a carrier of its own choice. In any event, FFR-DSI shall either bill the freight charges to Customer separately or add to the invoice as an additional item. Freight charges are always net due upon receipt of invoice. All express shipping arrangements must be specified by Customer at the time the order is placed. Risk of loss or damage shall transfer to Customer upon tender of products to Customer, Customer’s representative, or common carrier. In all cases, Customer assumes all risk of loss or damage to products in transit, and the responsibility for filing a claim with the carrier. In the event of freight loss or damage, Customer shall notify the carrier immediately, and mark the bill of lading “damaged.” When receiving a shipment, note the number of cartons and/or pallets shipped on the bill of lading in relation to the number of cartons and/or pallets received. FFR-DSI shall, at Customer’s cost, ship replacement products upon Customer’s request. Customer shall bear the cost of any special packing or handling if such is requested by Customer and other shipping related costs charged by the carrier such as charges for discrepancies in account numbers, inaccurate or incomplete destination addresses or misleading information that caused erroneous deliveries, storage fees and all other additional costs and expenses. Shipping within 24-hours is available upon request for in-stock items provided that orders are placed by phone by 2:00 p.m. EST for truck shipments and by 4:00 p.m. EST for parcel shipments. Sameday shipping is only available for phone orders and cannot be guaranteed for fax or web orders. Shipments with international destinations require an additional 24-hour notice for shipment. Orders received by 2 p.m. EST for instock product will ship the following day, upon request. Domestic customers shipping to international destinations are required to provide broker name and phone number for freight, and are responsible for customs clearance and all related fees.
DELIVERY; FORCE MAJEURE
FFR-DSI shall make a good faith effort to complete delivery of the products as indicated by Customer in writing. However, FFR-DSI shall be relieved of its obligations and liabilities in respect of any present or future failure or delay of delivery as long as such fulfillment is prevented by causes beyond its control including but not limited to acts of God, fire, flood, wind, war, strikes, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers, government regulations or laws, or failure of third parties products where applicable.
FFR-DSI does not guarantee all items will be in stock. Some catalog products may not be in inventory and will require a lead time to produce and ship.
MADE TO ORDER PRODUCTS
MTO products are subject to minimum order requirements, and may require longer lead times. Call us for minimum requirements, lead times and pricing information. (Note: Up to 24 hours may be required to provide quotes for MTO products, or longer depending on the complexity of the quote.)
BAGGING & SPECIAL PACKAGING
Upon request, FFR-DSI may bag items per Customer’s specifications in sealed polybags. Special charges apply when bagging multiple products or larger sized products. Products with more than one component are treated as multiple products. Special bagging is not available for orders under $100.00 before freight.
MINUMUM ORDER FEE
FFR-DSI accepts orders of any quantity for all standard products, provided that the ordered item does not have a designated minimum order quantity. A $10 minimum order fee is applied to domestic orders less than $100. The minimum order fee for small orders with international shipping destinations is $25. Small orders must be prepaid, C.O.D., or paid by credit card, unless net 30-day payment terms are already established. We cannot accept returns on minimum orders.
All orders are to be shipped to one location specified by Customer. If Customer prefers to ship to more than one location, FFR-DSI will charge its normal drop ship handling fee of $7.50 per destination to cover the cost of additional handling and shipping documents. Fee may be higher for shipments requiring extensive administration.
FFR-DSI PROPRIETARY PROPERTY
All creative work and custom product development, including, without limitation, drawings, sketches, other data and materials, blueprints, prototypes, and samples pertaining to any products supplied to Customer by FFR-DSI remain the proprietary property of FFR-DSI. The sale of the products hereunder to Customer shall in no way be deemed to confer upon Customer any right, interest or license in any FFR-DSI proprietary property or patents, patent applications or design copyrights FFR-DSI may have covering the products or any rights, interests or license in and to discoveries, inventions and other proprietary rights arising out of the work done by FFR-DSI in connection with the products or products developed by FFR-DSI. Customer warrants that it will not divulge, disclose, or in any way distribute or make use of such proprietary information, and that it will not manufacture or engage to have manufactured same or similar products as those supplied by FFR-DSI.
MODELS OR PROTOTYPES
Unless otherwise specified in writing by FFR-DSI and Customer, no model or prototype prepared in connection with the sale is intended as, nor shall it be deemed as, a description of products to be sold or a warrant or representation that products shall be sold in conformity with such model or prototype. No warranty and/or representation, expressed or implied, is created by the preparation and submission of any model or prototype.
INSPECTION AND ACCEPTANCE
Customer shall report to FFR-DSI all claims for damage, shortage or errors in shipping within two (2) days following delivery to Customer. Customer shall have fourteen (14) days from the date Customer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify FFR DSI, in writing, of any defects, nonconformance or rejection of such products. After such fourteen (14) day period, Customer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Customer shall have no right to reject the products for any reason or to revoke acceptance. Customer hereby agrees that such fourteen (14) day period is a reasonable amount of time for such inspection and revocation. While FFR DSI is not responsible for the cost of replacement materials or freight expenses for goods damaged in transit, we will ship replacement product and bill Customer accordingly pending claim results.
Customer’s sole and exclusive remedy for any alleged defects or nonconformity of products shall be, at FFR-DSI’s option, repair, replacement or refund or credit for a pro rata portion of the purchase price attributable thereto. Under no circumstances shall FFR-DSI be liable for any special, incidental, consequential, exemplary, punitive, multiple, personal injury or property damages, or other indirect or liquidated damages, costs or loss of profit incurred by Customer as a direct or indirect result of design, manufacturing, sale, installation or use of products or any defect or nonconformity in the products, or delay or failure or delay of delivery, whether based on warranty, contract, tort, strict liability, negligence, or otherwise, regardless of whether FFR-DSI was aware of or should have been aware of the possibility of such damages or costs. FFR-DSI’s liability in connection with the sale of products shall not exceed the net sales price of the defective products received by it.
FFR-DSI MAKES NO EXPRESSED OR IMPLIED WARRANTIES. FFR-DSI HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. ALL PRODUCTS AND/OR SERVICES PROVIDED BY FFR-DSI AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.
GOVERNING LAW / EXCLUSIVE FORUM
These terms and conditions shall be governed by and be construed in accordance with the internal laws of the State of Ohio, without regard to the conflicts of laws principles thereof. Parties hereby irrevocably submit all disputes and/or claims to the jurisdiction of the United States District Court for the Northern District of Ohio and, if such court does not have jurisdiction, of the courts of the State of Ohio in Cuyahoga County, for the purposes of any proceeding arising out of these terms and conditions, or the subject matter hereof or thereof, brought by any other party.
FFR-DSI provides samples of most products contained in this catalog free of charge. Samples are typically sent via UPS Ground. Any express freight expenses incurred are the responsibility of the recipient at the time of the order or delivery. FFR-DSI reserves the right to limit quantities and dollar values of free products.
FFR-DSI makes all reasonable efforts to ensure catalog information is correct; however, it is possible errors may occur. FFR-DSI is not liable for misprints or other errors in this catalog. In addition, FFR-DSI reserves the right to change pricing, minimum order requirements or product specifications and availability without prior notice. FFR-DSI strongly recommends customer testing of product to ensure product meets all customer requirements for intended application. Merchandise and signage shown with FFR-DSI product is for demonstration only — no endorsement is implied.
FFR-DSI prices all products competitively; if you find a comparable product at a lesser price, we will do our best to match or beat that product pricing. Simply provide a copy of the published pricing or a price quote prior to placing your order.