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Terms & Conditions

General Bearing Corporation Standard Terms and Conditions

Quotations sent to our Customers

• This quotation is firm for 45 days. It should be referenced on your order so that we may arrange to fulfill the terms of our proposal.
• All orders are subject to acceptance at West Nyack, NY, and title to merchandise shipped F.O.B. West Nyack, NY shall pass to the purchaser upon shipment from our plant.
• Time of delivery offered is based on the backlog prevailing at date of quote. We will not be liable for delays due to manufacturing conditions, strikes, fires, failure to receive material, and other causes beyond our reasonable control.
• Cancellation of accepted orders can be made only with our consent and upon terms that will indemnify us against loss.
• Contracts or orders are subject to approval of our Credit Department and we may at any time alter or suspend credit, refuse shipment, or cancel unfilled orders when, in our sole opinion, the financial conditions of the purchaser or the status of his/her account warrant it.
• Prices quoted are subject to increase in the event of increase(s) in costs of labor, material, freight, and prices and/or costs controlled by government legislation or regulation.
• This proposal constitutes our sole offer to sell in accordance with the terms hereof, and together with our acceptance of your order shall constitute the entire agreement between us.
• Notice of shortage must be given to the transportation company and to us within 10 days after receipt of material. Claims for imperfections or other errors must be made to us within 30 days after receipt of material. Material will not be accepted for return without our permission, and is subject to a minimum handling charge of 15%. Any claim of imperfection or other error must be accompanied by a full and final statement, in writing, of the imperfection or error claim.
• On any order received by us that calls for intermittent deliveries over an extended period of time, we reserve the right to notify the purchaser that the prices originally quoted are no longer if effect and to quote new prices accordingly.
• Change orders requested by the purchaser shall not be effective unless accepted by us in writing. The purchaser shall be liable for any costs, expenses, and liabilities incurred by us in connection with any such change order.
• Tools quoted as a separate item will be invoiced as soon as completed and upon payment of invoice by purchaser, title to such tools shall pass to the purchaser. Tools will remain in our possession and we will maintain same in good working order for the purchaser's exclusive use. Tools may not be removed from our premises without our written consent.
• This proposal is submitted subject to the terms and conditions of our company's standard acknowledgment.

Sales Order Acknowledgments sent to our Customers

• All orders are subject to acceptance at West Nyack, NY.
• Title to merchandise shipped F.O.B. our plant shall pass to the purchaser at the time of shipment from our plant.
• Delivery promises are based on backlog prevailing at date of quote. Seller is not responsible for delays due to manufacturing conditions, strikes, fires, failure to receive material, and other causes beyond our reasonable control.
• Cancellation of orders accepted can be made only with our written consent and upon terms that will indemnify us against loss.
• Contracts and orders are subject to the approval of our Credit Department and we may at any time alter or suspend credit, refuse shipment, or cancel unfilled orders when, in our sole opinion, the financial condition of the buyer or the status of his/her account warrants it.
• Prices indicated to the buyer are current, however, the Seller shall have the right to charge the prevailing price at the time of shipment rather than the original price quoted.
• Notice of shortages must be given to the transportation company and to us within 10 days after receipt of material in writing. Claims for imperfections or other errors must be made to us within 30 days. Material will not be accepted for return without our permission, and is subject to a minimum handling charge of 15%. Any claim of imperfection or other error must be accompanied by a full and final statement, in writing, of the imperfection or error claim.
• When any discrepancy exists between our part number or other description and the buyer's part number or other description, our part number and description shall govern.
• We reserve the right to ship the buyer any quantity up to 10% in excess of, or less than, the exact quantity covered by this acknowledgment. Such over-run or under-run will be considered as complete performance of the contract, and will be accepted and paid for by the buyer accordingly.
• In undertaking this contract, we do not assume any obligation or liability imposed by law upon the buyer or any obligation imposed upon the buyer by his customer.
• Change orders on the part of the buyer, shall not be effective unless accepted by us in writing. The buyer shall be liable for any costs and expenses incurred by us in connection with any such change order.
• In undertaking this contract, Seller does not make any representation that the product ordered is appropriate for the buyer's intended use.
• This acknowledgment together with our proposal constitutes the entire agreement between us. Terms or conditions contained in a purchase order which in any way purport to alter, modify, change or suspend any terms or conditions contained in our quotation or this acknowledgment are not accepted and shall not in any way be incorporated herein.

WARRANTY: We as Seller, warrant that at the time of delivery, all items supplied by us will be free from defects in material and workmanship. Our obligation under this warranty is limited to repairing or replacing, at no charge, any items which our examination shall disclose to have been thus defective. Claims for defective material shall be made in writing. No goods will be accepted for return unless authorized in writing by us.

Exclusion of Indirect Damages: Seller shall not be liable for loss of production, loss of profit, loss of use, loss of contracts, or for any consequential, economic, or indirect loss whatsoever.

The foregoing shall constitute our sole and exclusive warranty and THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Purchase Orders sent to our Suppliers

ENTIRE CONTRACT: This order may be accepted only by the Seller's execution of the duplicate copy hereof and its return to General Bearing Corporation, hereinafter called "GENERAL". If seller shall, for its own convenience, in addition to such acceptance, desire to use its own form of acknowledgment any provisions thereof which would otherwise modify, conflict with or contradict the provisions of this order shall be deemed to be waived and the provisions of this order, upon such acceptance, shall constitute the whole contract between the parties. This order, including the terms and conditions on the face and reverse side, constitutes the offer of General to purchase solely in accordance with the exact terms set forth. No reference herein to seller's quotation or proposal in any way modifies the terms and conditions hereof. If, in lieu of acknowledging acceptance of this order, seller shall issue its own form of acknowledgment, such act shall constitute seller's unqualified acceptance of this order and any different or additional terms and conditions contained on such acknowledgment form are hereby objected to by General and shall not in any way be incorporated herein unless specifically agreed to in writing by General. Seller's commencement of performance hereof, with the consent of General, shall in all cases constitute seller's unqualified acceptance of the terms and conditions herein contained.

• DELIVERY: Seller agrees to deliver the items, in the quantities, within the time, in accordance with specifications (and approved sample if furnished), and at the prices specified on the face hereof, any failure of which shall entitle General, in addition to any other rights or remedies, to cancel this order and be relieved of all liability for any undelivered portion. A waiver of General's right to cancel, by acceptance of any items after delivery date or otherwise shall not constitute a waiver of such right as to future deliveries. Seller shall not, however, be liable to General for loss or damage sustained by it on account of any delays due to causes beyond Seller's control and without its fault or negligence, provided Seller shall, with reasonable promptness after it appears a delay is likely to result, give notice, in writing, that delivery will be delayed, the cause, and probable extent thereof. General expects 100% on time delivery.
• PACKING: No charge will be allowed for packing, boxing, or cartage, unless fully and separately itemized on the face hereof, but damage to any material not packed to insure proper protection to same will be charged to seller.
• DESIGN, TOOLS, ETC.: Any design, pattern, tool, die, jig, fixture, drawing, or test equipment heretofore or hereafter furnished Seller by General in connection with this order shall remain General's property, to be delivered to General upon request, and shall not be used in the manufacture of any article for others than General. Tools, dies, jigs, fixtures and test equipment, the cost of which has been included in computing the price specified on the face hereof or for which General is to pay Seller as a separate item as indicated on the face hereof shall, upon such payment become the property of General and shall be marked as directed, and held for delivery to General. Unless otherwise stated on the face hereof General shall have no obligation to furnish or pay for tools, dies, jigs or equipment of any kind required for Seller's performance of this order. Seller acknowledges that it shall not have, nor will it assert, any artisan's or mechanic's lien upon any of the foregoing property. Whenever seller shall have in its possession any property belonging to General, Seller shall be deemed an insurer of all such property.
• CHANGES: General reserves the right, by a written Change Order issued hereunder, to make changes in the drawings, designs or specifications and in the dates for delivery, as specified in the schedule set forth on the face hereof, except that no change shall accelerate the rate of delivery hereunder without Seller's consent. If by reason of any such changes so ordered, the cost of furnishing the items shall be increased or decreased, the price stated on the face hereof shall be adjusted by the amount of such increase or decrease. If, by reason of any change in the drawings, designs or specifications, the time required for performance hereof shall be increased, the time for delivery stated herein shall be adjusted accordingly. However, no such adjustment shall increase the price or time for delivery unless Seller gives General written notice of its claim to an adjustment within 30 days from the date of Seller's receipt of the Change Order.
• WARRANTY AND INSPECTION: Seller warrants that at the time of delivery thereof, all items delivered hereunder will be in conformity with the specifications (and approved sample if furnished), be fit for the purpose ordered, and free from defect in material and workmanship, including latent defects, which warranty shall survive inspection, delivery and payment. If a sample item has been or is to be submitted by Seller to General, Seller shall obtain General's written approval thereof before proceeding hereunder and no modification thereof shall be binding upon General unless in writing and signed by General. Articles not in conformity herewith may, at General's option be returned to Seller for repair, replacement, credit, or refund as General may direct, or General may retain same at a proper adjustment of price. General shall be reimbursed for all expenses of handling, inspection, and return of defective articles. General shall have the right of reasonable access to seller's facilities. Inspection and tests may be made by General (or the Government when articles are being procured for Government contract) at any time before, during or after manufacture.Neither General's inspection nor its approval of drawings submitted by seller shall relieve seller from responsibility for errors or omissions which exist. The inspection of seller's work by General shall not constitute an assumption by General for seller's errors, omissions or defects in such work.
• PATENTS: Unless the articles ordered are of designs furnished by General, Seller agrees to indemnify and save harmless General and its customers against all loss, damage, and expenses (including reasonable attorney's fees) which they may sustain as a result of the infringement of any U.S. patent in the normal use or sale of the items delivered hereunder or arising out of, or in connection with, the defense of any claim of such infringement.
• TAXES: The prices herein stated exclude all Federal Excise Taxes imposed on items furnished hereunder, and Seller shall set forth all applicable taxes as separate items on invoices to be paid by General unless General shall furnish Seller with tax exemption certificates.
• ORDER NOT ASSIGNABLE: Seller will not assign or sublet the work to be done hereunder without the written consent of General, but this provision shall not restrict Seller in the procurement of component parts or materials. If Seller is not a manufacturer, Seller agrees to require compliance with all the provisions of this order, by its manufacturer the same as though such manufacturer was the Seller hereunder, and, if this order is terminated under Section 10, General's liability to Seller shall in no event exceed the amount for which Seller would be liable to its manufacturer if such liability was determined on the basis of Section 10.
• SCHEDULE NOT TO BE ANTICIPATED: Seller shall not unreasonably anticipate delivery schedule by manufacture of quantities exceeding those reasonably required to meet delivery dates.
• TERMINATION: In addition to any other rights of Buyer to cancel or terminate this order, Buyer may at its option immediately terminate all or any part of this order, at any time and for any reason, by giving written notice to Seller. Upon Such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the order price for all goods or services which have been completed in accordance with this order and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this order to the extent such costs are reasonable in amount and are properly allocatable or apportionable under generally accepted accounting principles to the terminated portion of this order; less, however, the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer's written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods which are in Seller's standard stock or which are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished goods which would be produced by Seller under delivery or release schedules, if any, outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller's subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, and general and administrative burden charges from termination of this order. Within sixty (60) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer's audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer, or its agents, shall have the right to audit and examine all books, records, facilities, work, material, inventories, and other items relating to any termination claim of Seller.
• FAIR LABOR STANDARDS ACT: Seller shall comply with provisions of the Fair Labor Standards Act in the manufacture of articles hereunder and Seller shall accompany all invoices with appropriate certificate of compliance.
• CEILING PRICES: Buyer reserves the right to cancel all or any part of this order, without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of this order, including Seller's warranties; (b) fails to perform services or deliver goods as specified by Buyer; or (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach.
• INDEMNIFICATION: If Seller performs any work on Buyer's premises or utilizes the property of Buyer, whether on or off Buyer's premises, Seller shall indemnify and hold Buyer harmless from and against any liability, claims, demands or expenses (including reasonable attorney fees) for damages to the property of or injuries (including death) to Buyer, its employees or any other person arising from or in connection with Seller's performance of work or use of Buyer's property, except for such liability, claim, or demand arising out of the sole negligence of Buyer.
• REMEDIES: The rights and remedies reserved to Buyer in this order shall be cumulative, and additional to all other or further remedies provided in law or equity.
• SETOFF: In addition to any right of setoff provided by law, all amounts due Seller shall be considered net of indebtedness of Seller to General Bearing Corporation and its subsidiaries; and General Bearing Corporation may deduct any amounts due or to become due from Seller to General Bearing Corporation and its subsidiaries from any sums due or to become due from General Bearing Corporation to Seller.
• ADVERTISING: Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods or services herein ordered, or use any trademarks or tradenames of Buyer in Seller's advertising or promotional materials. In the event of Seller's breach of this provision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this order and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.
• NON-ASSIGNMENT: Seller may not assign or delegate its obligations under this order without Buyer's prior written consent.
• RELATIONSHIP OF PARTIES: Seller and Buyer are independent contracting parties and nothing in this order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
• GOVERNING LAW: This order is to be construed according to the laws of the state from which this order issues as shown by the address of Buyer on the face side of this order.
• SEVERABILITY: If any term of this order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this order shall remain in full force and effect.
• ENTIRE AGREEMENT: This order, together with the attachments, exhibits, or supplements, specifically referenced in this order, constitutes the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements. This order may only be modified by a purchase order amendment/alteration issued by Buyer.

GOVERNMENT CONTRACT CLAUSES

If the words "Government Contract" appear in the typewritten portion of this order followed by a contract identification number the same indicates that the articles ordered hereby are intended for use under the referenced Government contract and there is incorporated as a part of the terms and conditions of this order, in addition to the foregoing, all applicable provisions required by the said contract or by Federal laws, executive orders, or regulations to be included in contracts for materials or services of the type called for hereunder, including the following:

• LABOR PROVISIONS: Goods supplied under this order shall be manufactured in accordance with the provisions of the Walsh-Healey Public Contracts Act and in performing work under this order Seller shall not discriminate against any employees or applicants for employment because of age, race, religion, color, sex or national origin. Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, Seller will immediately give notice thereof to General. Said notice shall include all relevant information with respect to such disputes.
• EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION: This order incorporates by reference: (a) all provisions of 41 C.F.R. 60-1.4, as amended, pertaining to the equal opportunity clause in government contracts; (b) all provisions of 41 C.F.R. 60-250, as amended, pertaining to affirmative action for disabled veterans of the Vietnam Era; and (c) all provisions of 41 C.F.R. 60-741, as amended, pertaining to affirmative action for handicapped workers. Seller certifies that it is in compliance with all applicable provisions of 41 C.F.R. 60-1, including but not limited to: (a) developing and presently having in full force and effect a written affirmative action compliance program for each of its establishments as required by 41 C.F.R. 60-1.40, as amended; (b) filing EEO-1 Reports as required by 41 C.F.R. 60-1.7, as amended; and (c) neither maintaining segregated facilities nor permitting its employees to perform services at segregated facilities as prohibited by 41 C.F.R. 60-1.8, as amended.
• EMPLOYMENT OF ALIENS-SECRECY PROVISIONS: Unless this order is for standard or commercial products procured under specifications which do not disclose the nature or characters of the subject matter covered by the Government contract, Seller agrees that it will not permit any aliens to have access to the plans, drawings, specifications, or accompanying enclosures, or the work under this order, or the models or materials referred to therein, or to engineering principles, composition, sub-assemblies, or assemblies, relating to the articles to be delivered hereunder, or to participate in trials or inspections unless written consent of the Government is obtained. If the Government contract under which this order is placed is classified as "Top Secret", "Secret", "Confidential", or "Restricted", Seller agrees to be bound by all the agreements contained in the attached supplement entitled "Secrecy - Safeguarding of Military Information."
• INSPECTION, AUDIT, ETC.: Seller shall provide an inspection system, and for inspection of premises, satisfactory to the Government. If any inspection or test is made by the Government on the premises of the Seller, Seller shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors. Following final payment to the prime contractors under the referenced Government Contract, any duly authorized representative of the United States Government shall have access to and the right to examine any directly pertinent books, documents, papers, and records of Seller involving transactions related to this order.
• TOOL CLAUSE: Title to all tools, jigs, fixtures, test equipment, and other similar items specified on the face hereof or the cost of which is charged against this contract, shall vest in the Government upon delivery thereof to Seller or upon completion of manufacture of such tools, jigs, dies, fixtures, test equipment by Seller. Seller shall have the right to use said items in the performance of this order and upon completion or termination thereof, Seller shall, at General's expense, comply with all instructions received from General, with respect to delivery or disposition thereof. Until so delivered or disposed of, Seller shall at its own expense preserve, protect, maintain and repair said items in accordance with good industrial practice and indemnify General and/or the Government against all loss or damage of such items, ordinary use, wear and tear excepted.
• LICENSE: To the extent required by the contract between General and the Government under which this order is placed, Seller will secure for and grant to the Government a non-exclusive, irrevocable, non-transferable, royalty-free license to make, have made and use for Government purposes and to sell or otherwise dispose of in accordance with law, material embodying any and all inventions made, conceived or actually reduced to practice for the purpose of fulfilling this order which are now or hereafter may be covered by United States patents which are now or hereafter may be owned or controlled by Seller or under which Seller now has or hereafter may have the right to grant license.
• DOMESTIC PREFERENCE: In the performance of the work required by this order the Seller, its subcontractors, materialmen and suppliers shall use only such unmanufactured articles, materials and supplies as have been mined or produced in the United States and only such manufactured articles, materials and supplies as have been manufactured in the United States, substantially all from articles, materials or supplies mined, produced or manufactured, as the case my be in the United States except that the foregoing provision shall not apply to such articles, materials or supplies as may be excepted by the Secretary of the Government Department concerned.
• TERMINATION-COST PRINCIPLES: In the event of termination under the provisions of Paragraph 10 above, costs shall be determined in accordance with cost principles applicable to the referenced Government Contract.