[12/08 Form]
STANLEY MASTER PURCHASE AGREEMENT - PRODUCTS/SERVICES
This Agreement, entered into as of
, ____ between THE STANLEY WORKS [or OTHER appropriate legal entity]
(hereinafter referred to as “Buyer”) and ________________________________ (hereinafter referred to as “Seller”), represents
specific agreements and understandings between Buyer and Seller which will apply to the products and services listed in
Attachment I hereto, hereinafter referred to as the “Products/Services”, purchased by Buyer from Seller during the period that
this Agreement is in effect. Purchases hereunder may be made either on Buyer’s standard purchase order or via electronic
commerce (including without limitation facsimile, e-mail, EDI and internet), hereinafter referred to as “Orders”. The terms and
conditions of this Agreement shall apply to any such Orders whether or not this Agreement is expressly referenced therein.
I.
Scope of Agreement. The Seller shall furnish all Products/Services listed in Attachment I, which Attachment is
incorporated herein by reference. All costs to Buyer are identified in Attachment I. Seller shall also provide technical
support as required to ensure quality and consistency of service, cost effectiveness, quality and reliability.
II.
Term. The Agreement shall be effective for a period of [one (1) year] from the Effective Date and may, upon written
notice to Seller, be renewed by Buyer for additional periods of [one (1) year] thereafter.
III.
Quantities and Delivery. Delivery of Products/Services and any related output or reports shall be in accordance with
Attachment I and the terms set forth in Buyer’s Orders unless otherwise agreed to by Buyer. All shipments are [ if
domestic, specify F.O.B. Destination, etc. or if international, specify CIP Destination (with exception to carriage),
or specify DDP Destination] and shall be made with Buyer designated carriers, and shall include all necessary
documentation including, but not limited to, any documentation specified on Attachment I. “Destination” as used herein
shall mean Buyer’s landing dock unless otherwise specified by Buyer in writing. Title and Risk of Loss to and with
respect to the Products will pass from Seller to Buyer upon satisfactory delivery at Destination. All Orders shall be in the
English language and shall include the following information: (a) quantity of each Product; (b) designated delivery
location and manner of shipment; (c) delivery date [(which shall not be less than ______ (__) days from the date of
such Order]; (d) purchase price of the Products ordered; and (e) any other special information required by this
Agreement or dictated by the circumstances of such Order. [Seller and Buyer acknowledge and agree that time shall
be of the essence of this Agreement.] In the event Seller fails to meet its delivery obligations hereunder, and in addition
to any and all remedies that may be available to it, Buyer specifically reserves the right to charge and collect from Seller
late and/or missed delivery fines, including but not limited to the amount of such fines levied against Buyer by its
customers as a result of any such failure.
Seller understands that, in order for Buyer to meet its time sensitive commitments to its customers, it is essential that
Seller deliver Products/Services of the quality and quantity required by Buyer within the time specified by Buyer on its
Orders. Seller further acknowledges and agrees that, in addition to any other rights it may have hereunder or at law or in
equity, Seller shall be fully responsible for and shall promptly reimburse Buyer for any fines, penalties, etc. incurred by
Buyer and attributable in Buyer’s discretion, to such failure.
[Buyer shall provide to Seller non-binding [quarterly] forecasts of the quantities of Products Buyer anticipates
purchasing during the applicable quarter. Seller will use Buyer’s forecasts as a basis to plan and procure
material, supplies, and capital equipment that is necessary to ensure a smooth flow of Products to Buyer. Seller
acknowledges and agrees, however, that such forecasts shall not constitute an obligation of Buyer to purchase the
quantities forecasted.]
[Seller shall maintain in its inventory a minimum of ____ (__) weeks’ supply of each of the Products.]
[Seller shall provide to Buyer on a consignment basis continually throughout the term of this Agreement a
minimum ____ (___) weeks’ supply of each of the Products (the “Consigned Inventory”) pursuant to the
Consignment Stock Agreement executed by the parties simultaneously herewith]
IV.
Invoice and Payment. The purchase price for each Product/Service delivered and accepted shall be invoiced and paid
on a per facility basis. Terms are Net Ninety (90) days from date of invoice. Payment shall be in lawful money of the
United States of America. The purchase price shall include any and all origin charges to “On Board”, export taxes and
duties, and the cost of insurance and all other similar costs. Seller warrants that the prices for the Products/Services sold
to Buyer under this Agreement are not less favorable than those currently extended to any other customer for similar
goods in similar quantities and services in similar transactions.
V.
VI.
Pricing and Productivity Improvement. The pricing shown on Attachment I shall remain firm for the first year of the
Term hereof and, to the extent the Term hereof is longer than one year or extended for a period beyond one year, said
pricing, without further action by the parties hereto shall be automatically reduced for Orders placed in subsequent years,
by five (5%) percent (from the pricing from the previous year) in each subsequent year. Such pricing change shall be
effective annually (to the extent such Term continues) on each anniversary of the Effective Date hereof. In no event shall
the pricing hereunder increase.
Changes. Buyer shall have the right to change drawings, specifications and instructions for work, methods of shipments
and packaging, schedules or place of delivery or inspection as to any Products/Services covered by this Agreement and
Seller agrees to comply with such change notices. Such change notices will be in writing and signed by a duly authorized
representative of Buyer. If such changes result in a decrease or increase in Seller's cost or in the time of performance, an
adjustment in the price and time for performance will be made as mutually agreed upon in writing. Unless Seller presents
to Buyer an itemized statement of claim against Buyer within twenty (20) days after the receipt of notice of such change,
Seller shall be conclusively deemed to have waived all claims against Buyer with respect thereto.
VII. Configuration Control. Seller shall not make any change in design, manufacturing or assembly processes or source of
supply which would affect form, fit, function or performance of the Products/Services purchased hereunder without
the express, written approval of Buyer.
VIII. Quality and Inspection. Payment for the Products/Services delivered hereunder shall not constitute acceptance thereof.
Buyer reserves the right to inspect such Products/Services within a reasonable time after delivery, but such inspection
does not relieve Seller of its obligations under this Agreement. Buyer shall have the right in its sole discretion to reject
any and all Products/Services that are in its sole judgment defective or nonconforming. Products/Services rejected as
well as Products/Services supplied early, late, in incorrect quantities or that are incorrectly labeled may be returned to
Seller at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking,
examining, repacking, and reshipping such Products/Services. If Buyer receives Products/Services whose defects or
nonconformities are not apparent on examination, Buyer reserves the right to require replacement of such
Products/Services, as well as payment of damages.
IX.
Warranty. SELLER EXPRESSLY WARRANTS TO BUYER THAT ALL PRODUCTS/SERVICES COVERED BY
THIS AGREEMENT SHALL CONFORM TO THE SPECIFICATIONS, DRAWINGS, DESIGNS, SAMPLES OR
OTHER DESCRIPTION UPON WHICH ANY ORDER IS BASED, SHALL BE FIT AND SUFFICIENT FOR THE
PURPOSE INTENDED, MERCHANTABLE, OF GOOD MATERIAL AND WORKMANSHIP AND SHALL BE
FREE OF ANY CLAIM OF ANY THIRD PARTY. SELLER WARRANTS THAT ALL SUCH GOODS OR
SERVICES SHALL CONFORM TO ANY STATEMENTS MADE ON THE CONTAINERS OR LABELS OR
ADVERTISEMENTS FOR SUCH PRODUCTS/SERVICES, AND THAT ANY PRODUCTS WILL BE
ADEQUATELY CONTAINED, PACKAGED, MARKED AND LABELED. INSPECTION, TEST, ACCEPTANCE
OR USE OF THE PRODUCTS/SERVICES FURNISHED HEREUNDER SHALL NOT AFFECT SELLER’S
OBLIGATION UNDER THIS WARRANTY AND THIS WARRANTY SHALL SURVIVE INSPECTION, TEST
ACCEPTANCE AND USE OF SUCH PRODUCTS/SERVICES. THIS WARRANTY SHALL RUN TO BUYER, ITS
SUCCESSORS, ASSIGNS AND CUSTOMERS AND USERS OF ITS PRODUCTS. BUYER’S APPROVAL OF ANY
SAMPLE OR ACCEPTANCE OF ANY PRODUCT/SERVICE SHALL NOT RELIEVE SELLER FROM
RESPONSIBILITY TO DELIVER OR PERFORM, AS THE CASE MAY BE, PRODUCTS/ SERVICES
CONFORMING TO SPECIFICATIONS, DRAWINGS, DESIGNS, SAMPLES OR OTHER DESCRIPTIONS UPON
WHICH ANY ORDER IS BASED.
SELLER WARRANTS AND AGREES THAT ALL PRODUCTS/SERVICES AND SPECIFICATIONS FURNISHED
BY IT HEREUNDER AND THE USE THEREOF DO NOT INFRINGE ANY PATENT, COPYRIGHT,
TRADEMARK , TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT.
BUYER SPECIFICALLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND/OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS/SERVICES OR
SPECIFICATION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
OF INTELLECTUAL PROPERTY OR ANY OTHER WARRANTY RESPECTING THE CONDITION,
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR EXISTENCE OF ANY LATENT OR
PATENT DEFECTS.
2
[ALL WARRANTY CLAIMS INVOLVING ANY PRODUCT SHALL BE ADMINISTERED BY BUYER IN
EXCHANGE FOR A REBATE PAID BY SELLER TO BUYER EACH ____ (__) MONTHS DURING THE
TERM HEREOF IN AN AMOUNT EQUAL TO _____________ PERCENT (___%) OF ALL SUMS PAID BY
BUYER TO SELLER HEREUNDER DURING SUCH ____ (__) MONTH PERIOD. THE FIRST SUCH
REBATE SHALL BE PAID BY SELLER TO BUYER ON OR BEFORE _______, _____.] [IN THE EVENT
THAT THE ACTUAL WARRANTY COST EXCEEDS THE AMOUNT OF THE ___% REBATE, SELLER
SHALL PROVIDE TO BUYER AN ADDITIONAL WARRANTY COVERAGE REBATE IN THE AMOUNT
OF MATERIAL COST ONLY (EXCLUDING ANY AND ALL LABOR CHARGES). THE COSTS
ASSOCIATED WITH ANY EPIDEMIC WARRANTY SITUATIONS (INCLUDING THE COSTS OF LABOR
AND MATERIALS) SHALL BE BORNE BY SELLER.]
[BUYER MAY, AT ANY TIME, TRANSFER WARRANTY ADMINISTRATION TO SELLER. IF
WARRANTY ADMINISTRATION IS SO TRANSFERRED, BUYER SHALL FORFEIT ITS RIGHT TO THE
WARRANTY ADMINISTRATION REBATE.]
X.
Assignment/Subcontracting. Neither this Agreement nor any interest herein may be assigned or subcontracted by
Seller without the prior written consent of Buyer.
XI.
Compliance with Laws. Seller represents and warrants to Buyer that it is in compliance with all relevant laws and
regulations and that the Products/Services to be provided hereunder will be manufactured and provided in compliance
with all relevant laws and regulations, including without limitation, all laws and regulations relating to protection of the
environment, public and employee health and safety, employee hiring and equal opportunity and applicable licensure,
permitting, etc. as may be required. Seller agrees to take all steps and abide by all directives provided by Buyer with
respect to its business conduct and in order to comply with applicable law, rule, regulation, etc. Seller agrees to take all
steps necessary to maintain product facility and process security and compliance in accordance with the directives of
Buyer or applicable governmental agency, including, but not limited to security procedures and processes recommended
by the U.S. Customs Service from time to time. In this light, The U. S. Customs Service developed the Customs – Trade
Partnership Against Terrorism (C-TPAT) to protect the security of cargo entering the United States without interfering
with the flow of trade. Through C-TPAT, Customs asks businesses to ensure the integrity of their security practices, and
to communicate certain security guidelines to their employees and vendors throughout the supply chain. Seller agrees to
review and follow the C-TPAT security recommendations when shipping to The Stanley Works or its receiving agents in
the United States. The security recommendations, and additional information on C-TPAT, may be found on
http://www.customs.ustreas.gov/xp/cgov/trade/cargo_security/ctpat/.
XII.
Termination and Cancellation. (a) Buyer by _____ (__) days’ advanced written notice to Seller may terminate this
Agreement for the sole convenience of Buyer with respect to any or all portion of the Products/Services not delivered at
the time notice of such termination is given to Seller. In the event Buyer gives such notice, Seller shall immediately stop
all work hereunder in accordance with the terms of such notice, and shall immediately cause any of its suppliers or
subcontractors to cease related work. [In such event, unless Seller is then in default under this Agreement, Seller
shall be entitled to the payment of the Order price for Products/Services accepted by Buyer but not yet paid for
and the actual costs incurred by Seller for work in process and raw materials allocable to the terminated work
but not to exceed requirements with deliveries beyond _____ (__) days of the receipt of such written notification.]
(b) Without limiting the foregoing, Buyer may terminate this Agreement immediately if Seller becomes insolvent, fails to
pay its bills as due or makes an assignment for the benefit of its creditors. Buyer may also terminate this Agreement
immediately if Seller fails to perform any of its obligations under this Agreement or any other agreement between any of
its affiliates and The Stanley Works or any of its affiliates.
XIII.
Inconsistent Terms. Terms of this Agreement shall govern over terms on a Buyer’s Order or Seller’s quotation.
XIV.
Indemnity. Seller agrees to protect, defend, hold harmless and indemnify Buyer, its officers, directors, employees,
agents and customers from and against any and all claims, actions, liabilities, losses, costs, damages and expenses
arising out of or related to (a) any actual, alleged, contributory or active inducement infringement of any patent,
trademark, copyright or other intellectual property right by any Products/Services sold to Buyer hereunder except to
the extent solely and directly attributable to materials, designs or specifications provided by Buyer, or (b) any actual or
alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever
suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in such Products/Services,
whether latent or patent, including without limitation actual or alleged improper construction or design of such
Products/Services except to the extent solely and directly attributable to materials, designs or specifications provided
3
by Buyer, (c) the failure of such Products/Services to comply with specifications or with any express or implied
warranties of Seller, (d) any breach of the terms of this Agreement or any actual or alleged violation in connection with
such Products/Services or the manufacture, possession, use or sale thereof, of any law, statute or ordinance or any
governmental administrative order, rule or regulation, or (e) Seller's installation, service, maintenance or updates of
Products/Services.
XV.
Status of Parties; Insurance. All services rendered by Seller hereunder shall be by Seller as an independent
contractor, and this Agreement does not create a joint venture, partnership, or an employer-employee relationship
between Buyer and Seller. Seller shall obtain and maintain, at its expense, all necessary insurance coverages,
including without limitation, public liability, auto and workers’ compensation insurance as set forth on Schedule A
attached hereto. Seller shall also obtain and maintain, at its expense, a policy or policies of products liability
insurance, with vendor’s endorsement naming Buyer in amounts set forth on Schedule A. All such policies shall
provide that the coverage thereunder shall not be terminated without at least thirty (30) days’ prior written notice to
Buyer.
XVI.
[Buyer’s Property. The tooling described on Attachment II hereto shall be obtained by Seller on behalf of
Buyer, shall be owned at all times by Buyer, and shall be paid for by Buyer as follows: ______ percent (__%)
of the cost of such tooling (not to exceed $______) shall be paid by Buyer upon delivery of a purchase order
from Buyer to Seller for such tooling and the remaining _______ percent (__%) of the cost of such tooling shall
be paid by Buyer to Seller upon the completion by Seller of the first production lot of Products manufactured
with the use of such tooling. Such purchase order shall be issued by Buyer within ______ (__) days of receipt of
a quotation (in the English language) acceptable to Buyer for such tooling from Seller, and such first
production lot of Products shall be manufactured by Seller within
days of receipt by Seller of such
purchase order. In addition, Buyer shall deliver to Seller the tooling, jigs, and fixtures described on
Attachment III hereto on or before ________________, ____. The tooling, jigs, and fixtures described on
Attachments II and III hereto, and all sketches, engineering drawings, specifications and other documents, etc.
relating thereto, shall hereinafter be referred to as the “Buyer’s Property”, and all replacements thereof and
materials fixed or attached thereto, shall be and remain the property of Buyer. All Buyer's Property and,
whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified
by Seller as property of Buyer, will, at Seller's expense, be safely stored (separate and apart from Seller's
property wherever practicable), and will be kept free of all liens, claims, encumbrances and interests of third
parties. Seller will maintain all of the Buyer’s Property in good condition at Seller’s expense and if any of
Buyer’s Property is damaged Seller shall so notify Buyer and shall, at Seller’s expense, repair or replace the
same immediately. All of Buyer's Property, while in Seller's custody or control, will be held at Seller's risk and
will be kept insured by Seller at Seller's expense in an amount equal to the replacement cost, with Buyer as the
named loss payee. All of Buyer’s Property shall be held and used by Seller for the exclusive benefit of Buyer
and for no other purpose. Seller shall not duplicate, modify, scrap or destroy any of Buyer’s Property without
the prior written consent of Buyer. Buyer shall have the right, at all reasonable times, upon prior request, to
enter Seller's premises to inspect any and all of Buyer's Property and any property or goods manufactured,
developed or created with the aid of Buyer's Property. Buyer may at any time require Seller, at Seller's
expense, to prepare all of Buyer's Property for shipment and deliver such property to Buyer in the same
condition as originally received by Seller (reasonable wear and tear excepted). In the event Seller fails to
deliver Buyer’s Property as required by Buyer, Buyer shall have the right to retrieve such property from Seller
at Seller’s expense.
Within seven (7) days after the end of each calendar quarter, Seller shall deliver to Buyer at Buyer’s request, a
report, in the form specified by Buyer, detailing the physical condition and replacement plans for all primary
and backup tooling which is part of Buyer’s Property. Such report shall, at a minimum, set forth for each item
(i) the original estimated useful life of the tool; (ii) usage during the calendar quarter in the form of “shots,”
“cycles” or other appropriate measure requested by Buyer; (iii) the current estimated useful life of the tool (i.e.
time, shots, cycles remaining); (iv) maintenance or repair performed during the calendar quarter; (iv)
maintenance or repair scheduled for the coming calendar quarter; and (vi) when Seller expects to replace the
item. The costs of tool maintenance, repair and replacement shall be borne entirely by Seller.]
XVII.
Complete Agreement. This Agreement, any attachments, exhibits or schedules hereto, all related Orders and any
items incorporated herein or therein by reference, contain the entire agreement between Buyer and Seller, and no other
agreement or understanding purporting to add to or modify the terms and conditions hereof shall be binding upon
Buyer unless agreed to by Buyer in writing on or subsequent to the date of this Agreement. The unenforceability in
4
whole or in part of any term or condition of this Agreement shall not affect the enforceability of any other parts of this
Agreement.
XVIII. Applicable Law. This Agreement shall be governed by the laws of the State of Connecticut, United States of America,
without regard to application of conflicts of laws principles that would require the application of any other law. [The
United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.]
XIX.
Remedies. Buyer's remedies shall be cumulative and remedies specified herein do not exclude any remedies allowed
by law. Waiver of any breach shall not constitute waiver of any other breach of the same or other provision.
Acceptance of any items or payment therefor shall not waive any breach. Buyer may set off any amount due from
Seller to Buyer or any subsidiary of Buyer, whether or not under this Agreement, against any amount due Seller
hereunder.
XX.
Arbitration. If any dispute occurs between the parties arising out of or relating to this Agreement or the respective
rights and responsibilities hereunder, the matter is to be settled and determined by arbitration under the then current
rules of the American Arbitration Association. The decision and award of the arbitrator shall be final and binding and
the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held and the
award shall be deemed to be made in the city of Hartford, Connecticut, United States of America.
XXI.
[Product Development. Seller and Buyer shall use commercially reasonable efforts to jointly develop new
and additional products for inclusion within the scope of this Agreement. Buyer and Seller shall amend
Attachment I hereto from time to time to reflect such new or additional products.]
XXII.
Confidential Information. All information or data furnished by Buyer to Seller in connection with the
performance of this Agreement by Seller are the exclusive property of Buyer. Such information and data are
furnished solely for the purpose of Seller’s performance of this Agreement and on the express condition that such
information and data shall not be disclosed to others nor used for any purpose other than in accordance with this
Agreement without the prior written consent of Buyer. All such information and data are to be returned to Buyer
promptly upon written request from Buyer to Seller. In addition, Seller shall not, without Buyer’s prior written
consent, disclose to third parties information regarding the pricing, payments or other financial arrangements
between Buyer and Seller or the existence of this Agreement, except to the extent such disclosures are required to
be made under applicable law or are made in a court of law or arbitration proceeding involving Buyer and Seller.
The obligations under this Section XXII shall survive the cancellation, termination or completion of this
Agreement. All inventions, discoveries, creations, improvements, models, prototypes, patents, trade secrets,
trademarks and copyrights relating to this Agreement (“Developments”) shall be the exclusive worldwide
property of Buyer, and regardless of whether such Developments are conceived by Seller solely or jointly with
others. Seller shall promptly disclose all such Developments to Buyer, and shall use its best efforts to assist
Buyer in the protection of Buyer’s worldwide exclusive property rights in such Developments, including without
limitation the execution of assignment, patent, copyright and trademark documents at the request of Buyer. In the
event Buyer is unable to obtain Seller’s execution of such documents, Seller hereby appoints Buyer as its
attorney-in-fact for the purpose of executing or filing such documents. Seller shall ensure that all of its
employees and representatives working in connection with this Agreement are bound by obligations to assign all
inventions, discoveries, creations, improvements or suggestions to Seller and to assist in securing the intellectual
property rights therefor.
XXIII. Spare/Replacement Parts. Seller shall make continually available to Buyer during and after the term hereof spare
and/or replacement parts for the Products at a price equal to _____ percent ( __%) off Seller’s annually published net
list prices for spare/replacement parts. Seller will furnish to Buyer a copy of the published net list prices for
spare/replacement parts annually. The provisions of this Section XXIII shall survive the termination of this
Agreement.
XXIV. Exclusivity. Seller acknowledges and agrees that the rights to the designs of the following Products or components of
the Products are the exclusive property of Buyer and are not to be duplicated by Seller and/or manufactured or sold by
Seller to any party other than Buyer: _____________________________________________________________.
[Seller acknowledges and agrees further that it shall not sell or distribute any new __________ and related
products (whether consumer, industrial, or contractor grade) within [territory] without first providing Buyer
with the opportunity for Buyer to become the exclusive distributor of any and all such new products within
[territory.]]
5
XXV.
[Intellectual Property. Seller shall, in a manner acceptable to Buyer, mark each of the Products with the
trademarks or trade names identified in Attachment I (the “Brands”). Buyer grants to Seller, during the term
of this Agreement, a limited, non-exclusive, fully paid-up license to use the Brands solely in connection with
Products to be sold to Buyer under this Agreement. Seller shall not use the Brands for any other purpose.
Such license shall terminate immediately upon the expiration or earlier termination of this Agreement. The
Brands shall, at all times, remain the exclusive property of Buyer or its customers, as applicable, and Seller
shall acquire no property interest or ownership in the Brands by virtue of this Agreement.]
XXVI. Compliance with Standards. Attached to this Agreement as Schedule B are Stanley’s Standards for Suppliers
(“Standards”), which apply to suppliers to The Stanley Works or any of its affiliates (collectively “Stanley”). Seller
hereby agrees to comply with such standards, to provide certification of compliance to Buyer upon request, to permit
Buyer to investigate and audit Seller’s facilities to confirm compliance, and otherwise to cooperate with Buyer’s and
Stanley’s efforts to ensure compliance with the Standards. Seller understands and agrees that any failure to comply
with such Standards shall be considered a breach of the terms of this Agreement and gives rise to all rights and
remedies available to Buyer as a result of a breach.
XXVII. Severability. In the event that one or more of the provisions of this Agreement are found to be unenforceable, illegal,
or contrary to public policy by any arbitrator or court of competent jurisdiction, the remainder of this Agreement shall
remain in full force and effect except for the unenforceable, illegal, or contrary to public policy provisions.
XXVIII. Authority. Seller’s representative signing below verifies that they have read this complete Agreement, understand its
contents, and have full authority to bind and hereby bind Seller.
XXIX. Bar coding and Packaging Requirements. Seller is required to ensure that all Products have a unique, scannable
barcode according to the Uniform Code Council’s specifications affixed to the package for product identification at the
sales register. Seller accepts only UPC Version A, UPC Version E, EAN 8 and EAN 13 barcode symbologies at point
of sale. All standard shipping containers (master cartons, bundles, pallets, inner packs, etc.) containing fixed multiples
of the same item must have an Interleaved 2 of 5 (SSC-14) Shipping Container Code placed by Seller on the packaging
according to the Uniform Commercial Council’s specifications. Buyer uses this barcode symbology at the point of
receipt. All cartons must be packed on the pallet with the barcode (I 2 of 5 or UPC) facing outward. Buyer receiving
personnel must be able to scan the barcode without breaking down the cartons on the pallet. All barcodes must have
human readable characters that include a number system character and a check digit.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the day and year first above written.
[_____/THE STANLEY WORKS] (Buyer)
[___________________________] (Seller)
By:
By:
Name:
Name:
Title:
Title:
6
Attachment I
Description of Products / Services and Pricing
Products
Name/Description
Part or Identifying
Number
Purchase Price (full
cost to Buyer)
Brand if any
Services
Description
Purchase Price (full cost to Buyer)
7
Other
Attachment II
Description of Tooling (if any) to be Acquired by the Seller for the Benefit of the Buyer
8
Attachment III
Description of Tooling, Jigs, and Fixtures of the Buyer (if any) to be Delivered to the Seller
9
Schedule A (PRODUCTS)
THE STANLEY WORKS
VENDORS INSURANCE REQUIREMENTS
EFFECTIVE JANUARY 1, 2008
Our requirements can be generalized as follows:
 Per Occurrence or Combined Single Limit Amt. of Coverage where applicable.
 General and Product Liability Insurance (ISO 1986 or later)
$ 2 Million Each Occurrence
$2 Million General Aggregate
$2 Million Products-Completed Operations Aggregate
W/ Completed Operations Coverage
W/Contractual Liability Coverage (or Broad Form)
W/ 30 Day Notice of Cancellation Clause
W/Fire Legal Liability Sub-Limit (if applicable)
$100,000
Each occurrence
__________________________________________________________________________________________________
Additional requirements:

Vendor/contractor/consultant/supplier must evidence when they have self-insured retentions or deductibles that are not
insured and what they are responsible for.

The Stanley Works must be added as an additional insured on vendors/contractors policy (i.e. via Blanket Additional
Insured Endorsement, Products Liability).

Additional Insured Coverage should be primary and non-contributory.

Certificates of insurance shall be provided prior to the start of any work/services to be performed and with the signed
vendor’s agreement when involving purchased product.

Carrier shall maintain an A.M. Best rating of at least an "A" or other local insurance rating agency.

Where the use of a subcontractor is required, the vendor/contractor/consultant/supplier shall be responsible for ensuring
each subcontractor maintains insurance in conformance with the type/limits identified by The Stanley Works.

Certificates are to be mailed to the Stanley procurer and the Stanley Risk Management department and or the SWK
purchasing manager.
The Stanley Works
Risk Management
1000 Stanley Drive
New Britain, CT 06053
Tel: 860-827-3995
dholgerson@stanleyworks.com
10
Schedule A (SERVICES)
THE STANLEY WORKS
VENDORS INSURANCE REQUIREMENTS
EFFECTIVE JANUARY 1, 2008
Our requirements can be generalized as follows:
Per Occurrence or Combined Single Limit Amt. of Coverage where applicable.

General and Product Liability Insurance (ISO 1986 or later)
$2 Million Each Occurrence
$2 Million General Aggregate
$2 Million Products-Completed Operations Aggregate
W/Completed Operations Coverage
W/Contractual Liability Coverage (or Broad Form)
W/ 30 Day Notice of Cancellation Clause
W/Fire Legal Liability Sub-Limit (if applicable)
$100,000
Each Occurrence

Auto Liability Insurance: $ 1 Million Each Accident – Combined Single Limit (Bodily Injury and Property
Damage)
W/Un & Under insured Motorists & PIP Coverage

Workers Compensation:
$Statutory
Or: Qualified Self Insured Certificate for Workers Compensation or evidence of State or
Provincial compliance such as required in Canada.
W/ "alternate employer" endorsement for vendors permanently on site

Employers Liability: $1 Million Bodily Injury by Accident-Each Accident
$1 Million Bodily Injury by Disease – Each Employee
$1Million Bodily Injury by Disease – Policy Limit
Additional requirements:

Vendor/contractor/consultant/supplier must evidence when they have self-insured retentions or deductibles that are not
insured and what they are responsible for.

Vendor/contractor/consultant/supplier must evidence where there are self-insured retentions or deductibles that are not
insured and for which they are responsible.

The Stanley Works must be added as an additional insured on vendors/contractors policy (i.e. via Blanket Additional
Insured Endorsement, Broad Form Vendors Endorsement or Additional Insured Form “B” for Owners &
Contractors, Etc.) on the CGL/Products Liability and Auto Liability Policies.

Additional Insured Coverage should be primary and non-contributory.

Specialty vendors/contractors are required to carry additional insurance such as Pollution Liability Coverage,
Professional Errors and Omissions coverage or Contractors Liability. Please ensure that these coverages are evidenced
when dealing with environmental, design/engineering, vendors/contractors.

Certificates of insurance shall be provided prior to the start of any work/services to be performed.

Coverage shall be placed with carriers authorized to do business in the state where work/services are being performed.

Carrier shall maintain an A.M. Best rating of at least an "A".

Where the use of a subcontractor is required, the vendor/contractor/consultant/supplier shall be responsible for ensuring
11
each subcontractor maintains insurance in conformance with the type/limits identified by The Stanley Works.

Vendors shall provide a Waiver of Subrogation in favor of The Stanley Works indicating that the carriers shall waive
all of its rights of recovery, under subrogation or otherwise, against The Stanley Works, et al, and all engaged by them.

General Liability (Primary & Excess) and Auto Liability policies will be written on an “occurrence” basis.

Certificates are to be mailed to the Stanley procurer and the Stanley Risk Management department.
The Stanley Works
Risk Management
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
Tel: 860-827-3995
dholgerson@stanleyworks.com
12
SCHEDULE B
STANDARDS FOR SUPPLIERS
The Stanley Works started doing business more than 160 years ago, and quickly established a reputation for
integrity in business dealings. As we continue to expand our business, it is important to preserve our core values
and protect our reputation in selecting where and with whom we do business. The standards set forth the basic
minimum standards that all suppliers must meet in order to conduct business with The Stanley Works and its
subsidiaries (“Stanley”). We recognize that there are different legal and cultural environments in which our suppliers
operate throughout the world. In the event compliance with any our standards would result in a violation of
applicable law, we expect our suppliers to follow those standards that do not conflict with applicable law and to
conduct their business in a manner consistent with the spirit of the standards that do conflict to the extent they can
do so without violating applicable law. Stanley further requires its suppliers to permit Stanley or its representatives
to inspect and audit their facilities, to complete questionnaires or surveys, and otherwise to cooperate with Stanley’s
efforts to ensure compliance with these standards. A supplier’s failure to comply with these standards or to permit
inspections or provide requested information shall give Stanley cause to terminate its relationship with that supplier.
1. COMPLIANCE WITH LAWS.
a. General. All Stanley suppliers are required to comply with the legal requirements and standards of their
industry under the national laws of the countries in which they are doing business, including the labor and
employment laws of those countries, and applicable U.S. laws. Should the legal requirements and standards of
the industry conflict, suppliers must, at minimum, be in compliance with the legal requirements of the country in
which the products are manufactured. Suppliers must comply with all requirements of all applicable
governmental agencies. Necessary invoices and documentation must be provided in compliance with the
applicable law.
b. Marking and Shipping. All products shall be accurately marked or labeled with the country of origin in
compliance with applicable laws and including those of the country of manufacture. Suppliers of finished
products that are marked “Made in USA” or similar, or by virtue of their design or packaging imply that they are
“Made in USA” shall comply in all respects with the US Federal Trade Commission Guidelines regarding
product marking and shall be made of all or virtually all domestic (US) content. To facilitate Stanley’s
compliance with the US Federal Trade Commission Guidelines, suppliers of component parts or commodities
shall provide a declaration of origin in a form and detail satisfactory to Stanley. All shipments are to be
accompanied by the requisite documentation issued by the proper governmental authorities, including but not
limited to Form A’s, import licenses, quota allocations and visas, and shall comply with orderly marketing
agreements, voluntary restraint agreements and other such agreements in accordance with applicable law.
c. Product Facility and Process Security. Suppliers also shall take any steps necessary to maintain product
facility and process security and compliance in accordance with the directives of Stanley or any applicable
governmental agency, including, but not limited to security procedures and processes recommended by the
U.S. Customs Service from time to time. In this connection, The U. S. Customs Service developed the Customs
– Trade Partnership Against Terrorism (C-TPAT) to protect the security of cargo entering the United States
without interfering with the flow of trade. Through C-TPAT, Customs asks businesses to ensure the integrity of
their security practices, and to communicate certain security guidelines to their employees and vendors
throughout the supply chain. All suppliers must review and follow the C-TPAT security recommendations when
shipping to Stanley or its receiving agents in the United States. The security recommendations, and additional
information on C-TPAT, may be found on
http://www.customs.ustreas.gov/xp/cgov/trade/cargo_security/ctpat/.
d. Trade Generally. Suppliers shall take any and all steps necessary to comply with all laws, rules, regulations
and/or directives issued by governmental or regulatory agencies or otherwise including, but not limited to,
customs requirements and restrictions and/or prohibitions with respect to trade with certain countries, regions
and/or individuals.
2. EMPLOYMENT PRACTICES.
a. Prison or Forced Labor. Suppliers are not permitted to use prison or forced labor. Suppliers shall
maintain employment on a voluntary basis.
13
b. Disciplinary Practices. Suppliers shall treat their employees with respect and dignity. Suppliers must
provide a work environment free of physical punishment in any form.
c. Child Labor. Suppliers are not permitted to use child labor. No person shall be employed at an age
younger than 15 (or 14 where the law of the country of manufacture allows), or at an age younger than the age
for completing compulsory education in the country of manufacture where such age is higher than 15.
d. Working Hours. Suppliers shall maintain reasonable employee work hours in compliance with local
standards and applicable national laws of the countries in which the suppliers are doing business. Employees
shall not work more hours in one week than allowable under applicable law, and shall be properly compensated
for overtime work. Employees should be permitted reasonable days off (which Stanley defines as at least one
day off for every seven-day period) and leave privileges.
e. Compensation. Suppliers shall fairly compensate their employees by providing wages and benefits which
are in compliance with the national laws of the countries in which the suppliers are doing business or which are
consistent with the prevailing local standards in the countries in which the suppliers are doing business, if the
prevailing local standards are higher. Suppliers shall fully comply with the wage and hour provisions of the U.S.
Fair Labor Standards Act, if applicable, and shall use only subcontractors who comply with this law, if
applicable.
f. Non-Discrimination/Human Rights. Stanley believes that all terms and conditions of employment should
be based upon an individual’s ability to do the job, not on the basis of personal characteristics or beliefs.
Suppliers should not discriminate against their employees in hiring practices or any other term or condition of
work, on the basis of race, color, national origin, gender, religion, disability or other similar factors.
g. Workplace Environment. Suppliers shall provide their employees with safe and healthy working
conditions, including adequate medical facilities, fire exits and safety equipment, well lit and comfortable
workstations, clean restrooms and adequate living quarters where necessary. Facilities should be built and
maintained in accordance with the standards set by applicable codes and ordinances and workers should be
adequately trained to perform their jobs safely.
h. Freedom of Association. Except where contrary to applicable law, all Suppliers must respect the right to
freedom of association for their employees and shall respect and recognize the right of employees to join and
organize associations of their own choosing, and to bargain collectively. Suppliers shall not subject their
employees to intimidation or harassment in the exercise of their right to join or to refrain from joining any
organization.
3. ENVIRONMENTAL PRACTICES. Suppliers should provide products to Stanley and conduct their business
operations in a way that protects and sustains the environment in accordance with applicable laws and regulations.
Suppliers are encouraged to reduce excess packaging, use recycled and non-toxic materials where feasible, to
purchase wood and wood products originating from Certified Well-Managed Forests™ where feasible, and to
promote the efficient and responsible use of wood and wood products.
4. GIFTS. Stanley policy prohibits Stanley employees from accepting any gifts, gratuities or other benefits that go
beyond the common courtesies usually associated with business practices from any supplier or potential supplier to
Stanley or that exceed token or nominal value. Any payment of cash or cash equivalents (gift certificates, etc.) by a
supplier to any Stanley employee is strictly prohibited. Stanley employees are required to report any gifts offered or
given that are not in compliance with this policy. Similarly, if a Stanley employee solicits a payment or inappropriate
gift from any supplier or potential supplier, the supplier should immediately report the violation to the employee’s
immediate supervisor. A supplier who receives repeated solicitations from any individual, or solicitations from more
than one individual, should report the matter to the Manager, Internal Audit for The Stanley Works (1000 Stanley
Drive, New Britain, Connecticut 06053).
5. CONFLICTS OF INTEREST. All Stanley employees are expected to avoid any investment, interest or
association which interferes, might interfere, or might be thought to interfere with the employee’s independent
exercise of judgment in Stanley’s best interest. A conflict of interest may exist where the employee, any member of
his or her family or any close personal relation (i) has a significant direct or indirect financial interest in, or obligation
to, an actual or potential competitor, supplier or customer; (ii) is a principal, officer or representative of a supplier or
customer with whom the employee conducts business on Stanley’s behalf; or (iii) accepts gifts of more than token or
14
nominal value from an actual or potential competitor, supplier or customer. Stanley employees are required to
disclose any possible conflicts of interest to the general managers of the applicable company or division, or to the
applicable corporate department head. Similarly, suppliers are required to disclose any possible conflict of interest
to the Stanley employee(s) with whom they are negotiating or, if the possible conflict involves such persons, to the
appropriate general manager or department head.
6. CONFIDENTIALITY. All suppliers must keep confidential all trade secrets, designs, data, know-how or other
information which the supplier knows or should know is considered confidential by Stanley, including, but not limited
to, designs, sketches or prototypes for products that have not yet been introduced, engineering drawings, the
financial terms of any agreement between the supplier and Stanley, information concerning Stanley’s marketing
plans, and any other information that is not readily available to the public.
15