Fellowes Capital Asset and Services Purchase Agreement
Capital Asset AndServices Purchase Agreement
This Agreement is made and entered into between (check box)
☐Fellowes, Inc., an Illinois corporation (default)
☐Fellowes Canada Ltd., a corporation organized under the laws of Ontario
☐Fellowes Ltd., a corporation organized under the laws of England and Wales
☐Fellowes (Australia) Pty. Ltd., a corporation organized under the laws of Victoria
(hereinafter “Fellowes”) and the undersigned supplier (“Supplier”). Fellowes and the Supplier hereby agree as follows:
This Capital Asset and Service Purchase Agreement along with Fellowes Terms and Conditions of Purchase which is incorporated by this reference and made a part of this Agreement are collectively referred to as the “Agreement”. The Terms and Conditions of Purchase may be attached hereto or may be accessed at
Section 1.Purchase
Supplier will provide the goods and services more fullydescribed on the applicable Purchase Order or in an appendix hereto. In consideration for goods and services provided by Supplier and Supplier’s acceptance of the terms of this Agreement, Fellowes agrees to pay Supplier as further detailed on the Purchase Order. Supplier shall furnish all goods and services solely for the costs set forth in the Purchase Order, which include freight insurance, delivery, and, if referenced in the Purchase Order, installation costs. The Purchase Order sets forth the cost of each component of the goods and/or services.
Section 2.Major Equipment
If Supplier is providing equipment and related services with a cost to Fellowes in excess of $50,000 (after aggregating all related purchase orders), the following provisions shall apply:
A.Supplier shall provide adequate documentation with all equipment and machinery, which shall include at a minimum, product specifications and an operation manual. Product specifications shall include a machine drawing with exploded views, a bill of material, and if applicable, pneumatic schematics, hydraulic schematics, and electrical schematics. The operation manual shall (i) include procedures and checklists for machine hook up, start up, operation (including machine adjustment, tuning and optimizing), change-over, shut down and preventative maintenance, (ii) include a troubleshooting guide, and a summary of all warrantees and guarantees, (iii) clearly identify all safety concerns and service warnings associated with the equipment, along with lock-out tag-out and associate energy control procedures, and (iv) be adequate for the purpose of training users of the machine in its safe and efficient operation.
B.Fellowes will consider delivery to be late if received more than 15 days after the delivery date indicated in this Agreement. Fellowes will deduct 0.5% off the total purchase price for every full day the equipment is received late (including the 15-day grace period).
C.If, pursuant to this Agreement (or in the course of discussions and/or negotiations leading up this Agreement), Supplier undertakes any activity of a research, development and/or design nature to produce a design or specification of goods (including materials) based on Fellowes’ confidential information and meeting or intended to meet the special requirements of Fellowes, then Fellowes shall own all rights in any such design or specification and in any inventions, discoveries, know-how and copyright material relating to or incorporated in any such design or specification, and Supplier shall execute at Fellowes’ expense all documents and do all things necessary to enable Fellowes to perfect said rights. Supplier hereby assigns all of its interest in and full legal title to said rights.
D.Supplier will not, without the prior written permission of Fellowes, either make for, or supply to any party other than Fellowes or its affiliates any goods, incorporating a design or specification as referred to in clause (c) of this section, or any design or specification derived therefrom. Fellowes will not normally refuse such permission where Supplier wishes to supply such design or specification to a party that in Fellowes’ opinion is not in competition with the present or future business of Fellowes, or its affiliates.
Section 3.Warranties
Supplier warrants that the goods and services provided herein will conform to all agreed upon specifications and standards and are subject to warranties provided by law.
Subject to the specifications and quality standards set forth in this Agreement, Fellowes is relying on Supplier’s expertise to maximize cost effectiveness, quality and reliability of the goods and services. Supplier shall provide such technical support as is required by Fellowes to effectively utilize the goods and/or services.
In addition to the rights to indemnification as provided in the Terms and Conditions, if an injunction shall issue against Supplier or Fellowes which prohibits or limits the use or sale of any goods, Supplier shall, at Fellowes’ option and request, supply Fellowes with non-infringing replacement items of a similar kind and quality at no additional cost or shall obtain a license for Fellowes to use infringing items at no additional cost to Fellowes or, refund the purchase price of the goods.
Section 4.Safety
If Services are to be rendered at a Fellowes’ facility, Supplier and/or its agents also acknowledge that they have received Fellowes Standards for Outside Contractors and agree to comply with such policies and procedures.
Section 5.Confidential Information
A.For purposes of this Agreement, "Confidential Information" shall mean all information provided by Fellowes, or its agents or customers, to Supplier and all information of Fellowes and/or its customers otherwise obtained or observed by Supplier during the course of its relationship with Fellowes regarding its business operations, products, production facilities, processes, and customers. Without limiting the generality of the foregoing, Confidential Information will be deemed to include, but is not limited to all products and software of Fellowes, information stored on computer media, mailing lists, customer names and data, and/or other documents provided to Supplier by Fellowes in connection with various services to be performed by Supplier for Fellowes.
B.Except as otherwise required by law, Supplier shall maintain in confidence and safeguard any and all Confidential Information. This includes but is not limited to the security of the physical materials that contain Confidential Information. Supplier shall limit access to Confidential Information to its officers and employees who are directly involved in providing the services to Fellowes, and Supplier shall not use or otherwise disclose Confidential Information to anyone except as permitted hereby.
C.For purposes of this Agreement, the term Confidential Information shall not include, (i) information which is in the public domain or publicly available, (ii) information that at the time of receipt by one party was known to such party as evidenced by prior written records of such party, (iii) information that at any time is received in good faith by one party from a third party which was lawfully in possession of the same, and had the right to disclose it, (iv) information that both parties mutually agree in writing to release from the terms of this Agreement, and (v) information required to be disclosed by order of a court or other governmental body. If Fellowes releases any Confidential Information into the public domain or makes it publicly available, such information shall no longer be considered Confidential Information for purposes of this Agreement.
D.For purposes of this Section, "Supplier" shall include all officers, directors, employees, agents, affiliates, shareholders (if Supplier is privately held) or representatives of the Supplier.
E.The provisions of this Section shall continue beyond the expiration, termination, cancellation or breach of this Agreement.
Section 6.Independent Contractor
It is hereby understood and agreed that Supplier is an independent contractor and not an employee or agent of Fellowes. The Supplier shall have no power whatsoever to bind Fellowes in any way in any dealings between the Supplier and third parties and shall not attempt or purport to do so.
Section 7.Miscellaneous
A.Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the matters specified herein and supersedes all prior representations or agreements whether written or oral, with respect to such matters. Any additional or conflicting provisions in Supplier’s proposals, statements of work, invoices, or other forms (in each case, even if appended as a part of a Schedule hereto), shall be deemed rejected except to the extent stating price and quantity quotations. Fellowes is making the purchase referenced in this Agreement conditional on Supplier’s assent to all the terms of this Agreement. In the event of a conflict, the documents shall be interpreted based on the following priority: Purchase Order, this document, and Terms and Conditions of Purchase.
B.Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than Fellowes and Supplier.
C.Amendment; Waiver. No amendment or modification of this Agreement and no waiver by any party of the breach of any covenant contained herein shall be binding unless executed in writing by the party against whom enforcement of such amendment, modification or waiver is sought. No waiver shall be deemed a continuing waiver or a waiver in respect of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.
D.Notices. All notices, demands, requests or other communications that may be or are required to be given, served or sent by either party pursuant to this Agreement will be in writing and will be mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery, telegram or overnight courier to the addresses set forth in this agreement (or if no address is designated, the main corporate office)and in the case of Fellowes with a copy to .
Each party has caused this Agreement to be properly executed on its behalf as of the last date set forth below.
FELLOWES, INC.SUPPLIER
Signature:Signature:
Print Name:Print Name:
Title:Title:
Date: Click here to enter a date.Date: Click here to enter a date.
Supplier Name:Address:
Effective Date:
End Date (if any):
Describe attachments if any:
PLEASE RETURN FULLY EXECUTED COPY TO FELLOWES LEGAL DEPARTMENT
1789 Norwood Avenue, Itasca, IL 60143
Or
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Revised March-2013