Terms and Conditions

  1. ACCEPTANCE. As used herein, “ASRaymond” refers to the ASRaymond strategic business unit of Barnes Group Inc. (“Barnes Group Inc.”) Each purchase order (“Order”) of the ASRaymond shall be deemed accepted and seller shall be bound by the terms thereof including these Standard Terms and Conditions of Purchase (1) upon seller’s written acknowledgement, including, without limitation, by facsimile or electronic mail, (2) upon commencement of work by seller producing or procuring the goods subject to the Order, (3) upon the promise to ship the goods in accordance with the terms of the Order or (4) shipment of such goods in accordance with such terms; provided that in any event that in the absence of any written notice to the contrary within two (2) business days of delivery of the Order to seller, seller shall be deemed to have accepted the Order. Any acceptance of an Order is limited to acceptance of the express terms contained in the Order and these Standard Terms and Conditions of Purchase. Any proposal for additional or different terms or any attempt by seller to vary in any degree any such terms in seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of the Order unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and the Order shall be deemed accepted by seller without such additional or different terms. Seller acknowledges and agrees that: ACCEPTANCE OF ANY ORDER IS EXPRESSLY LIMITED TO THE TERMS OF THE ORDER AND THESE STANDARD TERMS AND CONDITIONS OF PURCHASE.

    If an Order shall be deemed an acceptance of a prior offer by seller, such acceptance is expressly conditioned on seller’s acceptance of any different or additional terms contained in such Order and these Standard Terms and Conditions of Purchase and an acknowledgement that the Order and these Standard Terms and Conditions of Purchase constitute the entire agreement between the parties with respect to the goods or services on the Order. The parties acknowledge and agree that these Standard Terms and Conditions of Purchase are automatically and specifically incorporated in, supplement and become a part of each Order without the need for any reference to these Standard Terms and Conditions of Purchase in such Order.
  1. DELIVERY / RISK OF LOSS / FORCE MAJEURE / CHANGES. The terms of delivery are stated on the face of the Order. The obligation of seller to meet the delivery dates, specifications and quantities set forth on an Order or otherwise specified in writing by ASRaymond is of the essence. ASRaymond may reject or return at seller’s expense any delivery of goods or portions thereof (i) received by ASRaymond before or after the delivery date specified in the Order or otherwise in writing by ASRaymond or (ii) which is less than or in excess of the quantity specified in the Order or (iii) which does not meet the specifications in the Order. The acceptance of an early, late or other non-conforming Order shall not be deemed a waiver by ASRaymond of its rights to cancel the applicable Order, or to refuse to accept further deliveries. With respect to any accepted Order, ASRaymond shall have the right, from time to time, to make changes as to packaging, testing, destinations, specifications, designs and delivery schedules. Seller shall immediately notify ASRaymond of any increases or decreases in costs caused by such changes and an equitable adjustment in prices or other terms shall be agreed to in a written amendment to the Order. If seller’s deliveries fail to meet schedule, ASRaymond, without limiting its other rights or remedies, may either direct expedited routing or charge excess cost incurred thereby to seller or cancel all or part of the Order.

    ASRaymond may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of ASRaymond and shall deliver them when the cause affecting the delay has been removed. ASRaymond shall be responsible only for seller’s direct additional costs in holding the goods or delaying performance of the agreement at ASRaymond’s request. Causes beyond ASRaymond’s control include but are not limited to, governmental action or failure of the government to act where such action is required, acts of terrorism or war, strike or other labour unrest, fire or severe weather.

    Shipments sent C.O.D. without ASRaymond’s written consent will not be accepted and will be returned at seller’s risk and expense. Except as otherwise provided in the Order, (a) seller shall be responsible and bear all risks for loss and damage to the goods subject to such Order until such goods are delivered at ASRaymond’s facilities, regardless of F.O.B. or F.A.S. point or other designated points of delivery, inspection or acceptance; and (b) seller shall also bear such risk of loss after any rejection of goods.
  1. PRICE. Seller warrants that the prices for the goods sold to ASRaymond pursuant to any Order are not less favourable than those currently extended to any other customer of seller for the same or similar goods in similar quantities. In the event seller reduces its price for such goods during the term of an Order, seller agrees to invoice ASRaymond at the lower price. The prices set forth in an Order are not subject to increase and include all taxes and charges.

  2. QUANTITY. ASRaymond shall not be obligated to accept excess shipment or under-shipment. Such shipments or portions thereof may be accepted or returned at seller’s expense. ASRaymond’s count will be conclusive on all shipments. ASRaymond reserves the right to increase or decrease the quantities to be shipped on various dates pursuant to any Order, so long as the total quantity does not exceed the quantity designated on such Order.

  3. PACKING. All goods on the Order shall be packed in suitable containers for protection during shipment and storage. All packaging and containers and, in each case, the labels thereon, shall comply with applicable state and federal laws and regulations, including without limitation environmental laws and regulations. No charge shall be made for cartons, wrapping, packing, boxing, crating, delivery, drayage or other costs, unless authority for such charge is expressly set forth in the Order. All shipments shall be made using ASRaymond approved carriers. If delivery is to be made by common carrier, bills of lading must be sent in duplicate with correct weight and through rates specified. ASRaymond’s Order Number as shown on the Order must be on the packing slip. ASRaymond’s Part Number must be on the packing slip, master carton and, if applicable, the unit label. Material/Product/Traceability Lot Number and Country of Origin must be on the packing slip, master carton and, if applicable, the unit label.

  4. WARRANTIES. With respect to all goods purchased by ASRaymond pursuant to any Order, seller warrants (a) that such goods are new, safe, merchantable, of good quality and free from defects in design, material and workmanship; (b) that seller has good title to such goods and will convey such good title to Barnes Group Inc.; (c) that the goods strictly conform to specifications, drawings, samples or other descriptions furnished by ASRaymond and all applicable state and federal laws and regulations or rules or orders, applicable to the manufacture, transportation, licensing approval or certification thereof; (d) that if seller knows or has reason to know of the particular purpose for which ASRaymond intends to use the goods, seller warrants that the goods will be fit for such particular purpose; and (e) that all goods or services will conform to any statements made on the containers or labels or advertisements for such goods and that such goods will be contained, packaged, marked and labelled, in each case, as required by the Order, these Standard Terms and Conditions or Purchase, and applicable state and federal laws and regulations, including without limitation environmental laws and regulations.

    If any such goods shall be defective or otherwise not in conformity with the specification set forth in the Order or otherwise in a writing from ASRaymond, seller shall, at ASRaymond’s option and in addition to all other remedies of ASRaymond, either credit ASRaymond for any such defect or nonconformity or, at seller’s expense, replace, repair or correct any such goods. ASRaymond reserves the right to determine whether a product recall is required to remove all non-conforming products from ASRaymond and customer locations and replace with product that conforms to requirements. The seller agrees to bear all costs incurred for a product recall. These warranties shall run to Barnes Group Inc., its successors, assignees, customers and users of its products and shall be cumulative and in addition to all other warranties, express, implied or statutory. All warranties shall survive inspection, test, acceptance, payment and use of the goods.
  1. TITLE TO PROPERTY. Title to and the right to immediate possession of any property, including, without limitation, patterns, tools, dies, equipment or material furnished to seller or paid for by ASRaymond shall remain with Barnes Group Inc. Seller shall, at its own expense, maintain such property in good condition and shall be responsible for all loss and damage thereto while in its possession and shall use the same only for the production of goods for ASRaymond. Seller shall maintain insurance on such property covering all risks in amounts equal to the replacement cost and shall name Barnes Group Inc. as an additional insured with respect to such property, which insurance shall provide for the full repair or replacement cost, at ASRaymond’s option, of any such property that is lost or damaged.

  2. PRODUCT INDEMNIFICATION. Seller shall indemnify and hold harmless Barnes Group Inc., its successors, assignees, affiliates, customers, users, employees and agents against any and all liability, costs, expenses (including court costs and lawyers' fees), damages, claims and causes of action caused by any goods sold pursuant to an Order, by any breach of seller’s warranties with respect to such goods or the packaging, containers or labels thereof, by any negligent act or omission of seller, or arising by the performance of any work or other activity by seller, its subcontractors or agents on Barnes Group Inc. premises. The foregoing indemnification shall apply whether seller or Barnes Group Inc. defends such suit or claim.

  3. PATENT INDEMNIFICATION. Seller agrees upon receipt of notification from Barnes Group Inc. to promptly assume full responsibility for the defence of any suit or proceeding which may be brought against Barnes Group Inc. or its customers for alleged patent, trademark or copyright infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods by reason of the use or sale of any goods sold pursuant to any Order, except for goods manufactured entirely to ASRaymond ’s specifications. Seller further agrees to indemnify Barnes Group Inc., its successors, assignees, affiliates, customers, users, employees and agents against any and all expenses, losses, royalties, profits and damages (including court costs and laywers’ fees) resulting from the bringing of such suit or proceedings, including any settlement or decree of judgment entered therein. Barnes Group Inc. may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires. In case the sale or use of the goods shall be found to constitute patent, copyright, or trademark infringement and their use is enjoined, Barnes Group Inc. may, at its sole option, pursue any remedy or remedies available at law or in equity, including, without limitation, requiring seller to either procure for Barnes Group Inc. the right to continue using or selling such goods, modify them so they become noninfringing, or refund the total purchase price therefore.

  4. STATUTORY COMPLIANCE. Seller agrees that it will comply with all applicable provisions of federal, state and local laws, orders, rules and regulations and warrants that all goods sold pursuant to any Order will be produced in compliance with the same. Upon ASRaymond’s request, seller will provide written certifications of compliance with such provisions. The seller hereby undertakes and agrees with ASRaymond that seller will at all times during the term of any Order not make any payment or gift to governmental officials or governmental employees in violation of any applicable governmental laws, ordinances, rules and regulations (including the United States Foreign Corrupt Practices Act of 1977, as amended by the Foreign Corrupt Practices Act of 1988 and the International Anti-Bribery and Fair Competition Act of 1998). Supplier agrees to comply with Buyer’s Code of Business Ethics and Conduct for Suppliers located at the Investor Relation’s portion of Buyer’s website currently located at: https://ir.barnesgroupinc.com/governance/highlights/default.aspx.

  5. INSPECTION / TESTING/ QUALITY. Neither receipt of nor payment for the goods shall constitute acceptance. All goods are subject to inspection and approval. ASRaymond reserves the right to reject and refuse acceptance of goods that are not in accordance with the instructions, specifications, drawings and data, or with any of seller’s warranties (express or implied). ASRaymond may charge seller for the cost of inspecting goods rejected; goods not accepted will be returned to seller at seller’s expense. If more than five per cent of the goods in any shipment are defective, damaged or nonconforming, then the total shipment may be rejected. Nothing herein shall relieve the seller from its obligation of testing, inspection and quality control. Seller is responsible for the quality, performance, fit, form, function and appearance of all goods and components and sub-components supplied by seller and any of seller’s sub-tier and subcontractor manufacturers and suppliers used by seller. Seller will notify ASRaymond representatives of any changes to the goods or manufacturing processes relating to the goods that could affect the quality, performance, fit, form, function and appearance of the goods or customer perceived quality or function of the goods. Upon request by ASRaymond, all quality assurance and manufacturing process history shall be made available for inspection by ASRaymond or its authorised representatives. With respect to any goods whose defects or nonconformity is not apparent upon inspection, ASRaymond reserves the right to require replacement of such goods. The remedies set forth herein are not exclusive, and ASRaymond may hold seller liable for all damages arising from any breach or default.

  6. RIGHT OF ACCESS. ASRaymond and any customers of ASRaymond have the right to enter Seller’s facilities during normal business hours at reasonable times to inspect goods, facilities, equipment, tooling and any property of ASRaymond bailed with seller and, without the necessity of a court order, remove property belonging to ASRaymond or any customer of ASRaymond , including, without limitation, bailed property and goods, inventory or seller’s property that has been sold to ASRaymond . Seller agrees to enter into similar agreements with its sub-tier and subcontractor manufacturers and suppliers used such that such manufacturers and suppliers shall grant the foregoing rights of access to ASRaymond and any of the customers of ASRaymond.

  7. RECORDS RETENTION. Seller will maintain all records generated as a result of this Order for a minimum of eight (8) years after termination or expiration of such Order, unless a longer period is otherwise specified in such Order or a longer period is required by applicable federal, state or local law or regulation.

  8. CHEMICALS. Seller shall ensure that all chemicals sold to ASRaymond comply with all applicable federal, state and local laws and regulations for sale into the United States and/or Canada, as applicable. This includes, but is not limited to, the Toxic Substance Control Act, and the US Environmental Protection Agency’s Chemical Inventory Regulations. All chemicals must be identified, labelled and packaged in accordance with all applicable federal, state and local laws and regulations, including, but not limited to, the Hazardous Materials Transportation Authorization Act of 1994, the US Department of Transportation’s Hazardous Materials Regulations, and the Workplace Hazardous Materials Information Systems of Canada where applicable. Material Safety Data Sheets must be provided for all chemicals in accordance with the US Department of Labour’s Hazard Communication Standard. All chemicals must be identified, labelled and packaged to meet the requirements of the small parcel carrier of choice for ASRaymond. Any chemical product not meeting these requirements may be refused and returned at seller’s expense.

  9. INSURANCE. Seller shall maintain, and require its subcontractors and agents to maintain: (1) General Liability Insurance, including Contractual Liability, Products Liability and Vendors Liability, coverage of a least $1,000,000 for a single occurrence and $2,000,000 in the aggregate annually naming Barnes Group Inc. and its affiliates and subsidiaries as an additional insured, and (2) worker’s compensation insurance as required by law. Seller will furnish ASRaymond insurer’s certificates evidencing such insurance, which certificates shall expressly provide that the insuring company will give thirty (30) days prior written notice to Barnes Group Inc. of the cancellation, expiration, reduction or any material changes in coverages of such insurance.

  10. CONFIDENTIALITY. Seller shall keep confidential all drawings, specifications or data furnished by ASRaymond or prepared by seller specifically in connection with the performance of any Order and shall not use or disclose such information for the benefit of any other party. Seller shall deliver all such information and all copies thereof to ASRaymond upon request.

  11. ADVERTISING. Seller shall not, without the prior written consent of Barnes Group Inc., use any trade name or trademarks of Barnes Group Inc., including without limitation ASRaymond , in any advertising or otherwise, or in any manner publish or announce that ASRaymond has placed an Order.

  12. TERMINATION FOR CONVENIENCE. ASRaymond may terminate an Order or any part thereof for its sole convenience. Upon such termination, seller shall immediately stop all work and cause any of its suppliers or permitted subcontractors to cease work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination, provided it submits proof of such charges within 30 days after notice of termination. Seller shall not be paid for any work done or materials ordered after receipt of the notice of termination, nor for any costs incurred by seller’s suppliers or subcontractors.

  13. TERMINATION FOR CAUSE. ASRaymond may also terminate an Order or any part thereof in the event of any default by seller, including without limitation, late deliveries, deliveries of defective or nonconforming products, or failure to provide ASRaymond, upon request, with reasonable assurances of future performance. In the event of such termination, ASRaymond shall not be liable to seller for any amount, and seller shall be liable to ASRaymond for all incidental and consequential damages sustained by reason of such default.

  14. LIMITATION ON ASRAYMOND’S LIABILITY. In no event shall ASRaymond be liable for anticipated profits or for incidental or consequential damages of seller. ASRaymond’s liability in connection with any claim of any kind for any loss or damage arising out of or in connection with or resulting from an Order or these Standard Terms and Conditions of Purchase or from performance or breach thereof shall in no case exceed the cost allocable to the goods, which gives rise to the claim. Any action resulting from any such performance or breach on the part of ASRaymond must be commenced within one year after the cause of action has accrued.

  15. GOVERNING LAW. The contract arising pursuant to an Order shall be governed by the laws of the State of Ohio. By accepting an Order, seller irrevocably: submits to the exclusive jurisdiction of the Ohio state courts or the jurisdiction of the United States District Court for the Northern District of Ohio over any suit, action or proceeding arising in connection with the Order; waives any objection it may have to venue in said courts; and, consents to the personal jurisdiction of said courts.

  16. NO ASSIGNMENT / WAIVER. No part of the Order may be assigned or subcontracted without the prior written approval of ASRaymond. ASRaymond’s failure to insist on performance of any of the terms and conditions of an Order or exercise any right shall not be deemed a waiver unless in writing and signed by ASRaymond. A waiver on one occasion shall not thereafter operate as a waiver of any other terms, conditions or rights, whether of the same or similar type. The remedies provided herein shall be cumulative and in addition to any other remedies provided by law or in equity.

  17. ENTIRE AGREEMENT. The Order and these Standard Terms and Conditions of Purchase and any documents referred to on the face of the Order constitute the entire agreement between ASRaymond and seller.

  18. SET-OFF. Barnes Group Inc. shall have the right to set-off against any amounts which are due or may become due to seller, any amounts which seller may owe to Barnes Group Inc. under any Order or otherwise.

  19. REMEDIES NOT EXCLUSIVE. All rights and remedies granted to ASRaymond or Barnes Group Inc. in the Order and herein shall be in addition to and not in lieu of any rights and remedies ASRaymond or Barnes Group Inc. may have, legal or equitable, under the Uniform Commercial Code or other applicable federal, state or local laws.

  20. EFFECT OF INVALIDITY. The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision.

  21. INCONSISTENT TERMS. In the event of a conflict of terms, terms in these Standard Terms and Conditions of Purchase shall govern over terms in the Order.

  22. EXPORT/IMPORT REGULATORY REQUIREMENTS. Seller is responsible for compliance with applicable export control laws and regulations and for obtaining all export control licences required by law or requested by ASRaymond. Seller must, at its own cost, obtain any necessary licences, permits or consents which allow the importation and transportation into the United States or any other countries (as may be requested by ASRaymond) of the goods or satisfy itself that such licences have been obtained and ensure that copies of these licences are sent in advance of its invoice to ASRaymond. Seller represents and warrants that the goods shall conform to the statement of Country of Origin (“COO”) and Export Control Classification Number (“ECCN”) provided by the seller in relation to them and the seller shall provide a certificate or declaration of COO and ECCN for each of the goods to ASRaymond on or prior to delivery. Seller must immediately notify ASRaymond of any proposed changes that would alter the previously declared COO or ECCN and provide a new certification by the date of delivery of the first Order of the goods impacted by the change or within ninety (90) days after such change, whichever comes first.

  23. EXECUTIVE ORDER 11246. Prohibits discrimination by federal contractors and subcontractors on the same basis as Title VII and requires the preparation of Affirmative Action Programmes. Barnes Group Inc. pledges to direct its recruiting, hiring, promotion and personnel practices toward providing equal opportunity to qualified persons without regard to their race, colour, creed, religion, national origin, age, sex, physical, or mental handicap, or status as a Vietnam-era veteran.

  24. FAR CLAUSES INCORPORATED BY REFERENCE. If ASRaymond has issued this Contract or Order under a government Prime Contract, the Federal Acquisition Regulation (FAR) clauses listed below are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable to this Contract or Order.
  • (a) 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)
  • (b) 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)
  • (c) 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008) (Disclosures made under this clause shall be made directly to the Government entities identified in the clause.)
  • (d) 52.219-8 UTILISATION OF SMALL BUSINESS CONCERNS (MAY 2004)
  • (e) 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
  • (f) 52.222-26 EQUAL OPPORTUNITY (APR 2002)
  • (g) 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEC 2001)
  • (h) 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)
  • (i) 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)
  • (j) 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)
  • (k) 52.225-5 TRADE AGREEMENTS (NOV 2007)
  • (l) 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2006)
  • (m) 52.243-1 CHANGES-FIXED-PRICE (AUG 1987)
  • (n) 52.247-64 PREFERENCE FOR PRIVATELY OWNED US FLAG COMMERCIAL VESSELS (FEB 2006)
  • (o) 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (MAY 2004)
  • (p) 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)
  1. DFARS CLAUSES INCORPORATED BY REFERENCE. If ASRaymond has issued this Contract or Order under a Prime Contract with the Department of Defence, the Department of Defence FAR Supplement (DFARS) clauses listed below are also incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable to this Contract or Order.
  • (a) 252.225-7014 PREFERENCE FOR DOMESTIC SPECIALTY METALS (JUN 2005)
  • (b) 252.225-7021 TRADE AGREEMENTS (JUN 2006)
  • (c) 252.247.7023 TRANSPORTATION OF SUPPLIES BY SEA (MAY 2002)
  • (d) 252.247.7023 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (MAR 2000)
  1. INCORPORATION OF ADDITIONAL FAR AND DFARS CLAUSES INCLUDED IN PRIME CONTRACT. In addition to those clauses listed above, any FAR and DFARS clauses contained or referenced in ASRaymond’s Prime Contract that are required by the Prime Contract, statute or regulation to be included in subcontracts or orders placed under the Prime Contract are also incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable to this Contract or Order.

  2. INTERPRETATION OF FAR AND DFARS CLAUSES INCORPORATED BY REFERENCE. For all FAR and DFARS clauses incorporated into this Subcontract or Order:
  • (a) Substitute “ASRaymond strategic business unit of Barnes Group Inc.” for “Government” or “United States” throughout the clause; and
  • (b) Substitute “ASRaymond strategic business unit of Barnes Group Inc. Procurement Representative” for “Contracting Officer,” “Administrative Contracting Officer” and “ACO” throughout this clause.

    If the date or substance of any of the FAR or DFARS clauses listed above is different from the date or substance of the clause incorporated in the Prime Contract, the date or substance of the clause incorporated by said Prime Contract shall apply. If any FAR or DFARS clause specifically listed above conflicts with any FAR or DFARS clauses contained in ASRaymond ’s Prime Contract, the clause in the Prime Contract shall take precedence.
  1. DISPUTES. Until final resolution of any dispute hereunder, SELLER shall diligently proceed with the performance of this Contract as directed by ASRaymond.

  2. CONFLICT MINERALS. If the goods supplied under this purchase order contain tin, tantalum, tungsten, or gold, Seller represents and warrants that it complies with Section 1502 of the Dodd-Frank Act (the “Act”) which requires that the mining of such minerals does not directly or indirectly finance or benefit armed groups that perpetrate human rights abuses in covered countries as defined in the Act. Seller represents that it has a supply chain due diligence program to facilitate compliance with the foregoing and Seller agrees to provide its supply chain due diligence records for the goods to Buyer within a reasonable time upon written request.