The terms and conditions set forth below constitute the expression of all the terms of our Offer to Sell, a complete and exclusive statement of the Agreement between Buyer and Seller. Representations, promises, warranties or statements by any agent or employee of Seller that differ in any way from the terms and conditions hereof shall be given no effect or force. Any additional, contradictory, or different terms contained in any initial or subsequent order or communications from Buyer are hereby objected to. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Offer to Sell. Acceptance or acquiescence in a course of performance rendered under this Offer to Sell shall not be relevant to determine the meaning of this Offer to Sell even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. All orders are subject to the approval by Seller at its Headquarters offices. No waiver or alteration of terms herein shall be binding unless in writing, and signed by an executive officer of the Seller. Conditions not specifically stated herein shall be governed by established trade customs.
PRICE. All invoices issued and shipments made will be at price prevailing at time of shipment. All prices quoted by Seller are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the Buyer.
CORRECTIONS. Typographic, stenographic, and any clerical errors are subject to correction by Seller’s Auditing Department.
PAYMENT. Net 30 days, subject to credit approval; otherwise COD or advance payment required.
LATE PAYMENT CHARGES/COLLECTION COSTS. A late payment charge of 1% per month (which is an annual percentage rate of 12%) shall be charged on all past due accounts and Buyer shall pay Seller all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorneys fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the highest lawful rate.
QUOTATIONS. Verbal quotations are subject to immediate acceptance and are valid only for the day on which the quotation was made. Where longer validity is required, written quotation must be issued.
PRIOR SALE. All merchandise quoted for delivery from stock is subject to prior sale.
DELIVERY. Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Time of delivery shall be calculated from the date of Seller’s receipt of Buyer’s signed acceptance of Seller’s Offer to Sell and receipt of all other information necessary for the delivery of the goods. Seller shall not be liable for failure to deliver or for delay in delivery of performance due to (i) cause beyond its reasonable control, or (ii) any act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency, nonavailability of materials, or other inability to perform by the manufacturer, delay in transportation, or (iii) any other commercial impracticality. In the event of any such delay, the date of delivery or performance shall be extended for period equal to the time lost by reason of delay.
SHIPMENT METHOD. Method of shipment is per Buyer’s specification.
FREIGHT EXPENSE. All merchandise is sold F.O.B. shipping point except as specified differently within this catalog.
TITLE/SHORTAGES OR DAMAGE IN TRANSIT/RISK OF LOSS.
ALL CARRIERS OTHER THAN UPS- Delivery to carrier shall constitute delivery to Buyer. In all cases (including prepaid shipments), title shall pass to Buyer upon delivery to the carrier at point of shipment and thereafter all risks including loss, damage, and shortages in transit shall be upon the Buyer. Seller’s responsibility ceases when shipment is delivered to the carrier. All claims should be made against the carrier by the consignee.
UPS. Delivery to UPS shall constitute delivery to Buyer. Damage to and shortages from UPS shipments must be noted in writing on the UPS receipt manifest at the time of receipt of goods. Notification to Seller must take place within five (5) days of receipt of shipment. All packaging must be retained for inspection by UPS. Seller will file claim with UPS and issue credit to buyer for the exact amount of claim payment paid by UPS to Seller.
SHORTAGE CLAIMS. Shortage claims not resulting from damage in transit must be reported to the Seller within (15) days of receipt of shipment.
CANCELLATIONS/RESCHEDULING. Orders are not subject to cancellation or rescheduling except with Seller’s consent. All cancellation and rescheduling requests must be approved in writing by Seller’s Sales Office Management and may be subject to cancellation or rescheduling charges.
RETURNS. No return will be accepted without Seller’s consent and Seller’s Customer Service Department’s issuance of a Return Goods Authorization (RGA) form. Authorized returns may be subject to restocking and in some cases repackaging and/or cleaning charges. For complete details of Seller’s Return Goods Policy, please call our Headquarters Sales Office.
PACKAGING. Bearings purchased at published prices are individually boxed with the exception of orders for large quantities of items sized less than 25mm bore which are bulk packaged.
LIMITED WARRANTY. Seller warrants that goods supplied by it will be free from defects in material and workmanship at time of shipment by Seller. Seller warranty does not apply to any product which has been subjected to misuse, mishandling, improper storage, misapplication, neglect (including but not limited to improper maintenance), accident, improper installation, improper mounting, improper lubrication, modification (including but not limited to use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than Seller or any of Seller’s authorized agents. Seller makes no other warranty or representation of any kind, express or implied, except that of title, and all implied warranties of merchantability or fitness for a particular purpose are excluded. No employee, agent, dealer or other person has the authority to bind Seller to any representation or warranty other than the above.
Any claim by Buyer with reference to the Goods sold shall be deemed waived by the Buyer unless submitted in writing to Seller within ten (10) days from the date Buyer discovered or by reasonable inspection should have discovered any claimed breach of the foregoing warranty. Any cause of action for breach of the foregoing warranty must be brought within twelve (12) months from date of shipment of such goods by Seller.
LIMITATION OF REMEDIES. Seller’s liability (whether under the theories of breach of contract or warranty, negligence, or strict liability) for its products shall be limited to repairing or replacing parts found by Seller to be defective, or at Seller’s option, to refunding the purchase price or the granting of a reasonable allowance for such products or parts. At Seller’s request, Buyer will send via most practical and economic freight method, at Buyer’s sole expense, any allegedly defective goods to the Headquarters office of Seller. Freight expense to Buyer for Buyer’s return to Seller will be refunded by Seller for all return goods which Seller determines were sold in breach of Seller’s warranty.
DISCLAIMER OF ALL CONTINGENT OR CONSEQUENTIAL DAMAGES. In no event shall Seller be liable to the Buyer, any successors in interest or any beneficiary of an order for contingent or consequential damages of any kind, including without limitation, breach of any obligation imposed on Seller hereunder or in connection herewith. Contingent or consequential damages for purposes hereof shall include without limitation, loss of use, loss of income or profit, losses sustained as the result of injury (including death) to any person, and loss of or damage to property including without limitation property affected by the use of the goods. Buyer shall indemnify Seller against all liability, cost or expense which may be sustained by Seller on account of any such loss, damage or injury.
The delivery of products from this Availability Stock List constitutes Buyer’s acceptance of the above Terms and Conditions.