Terms & Conditions
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General Bearing Corporation Standard Terms and Conditions
Quotations sent to our Customers
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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.
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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.
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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.
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Cancellation of accepted orders can be made only
with our consent and upon terms that will indemnify us
against loss.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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This proposal is submitted subject to the terms and
conditions of our company's standard
acknowledgment.
Sales Order Acknowledgments sent to our Customers
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All orders are subject to acceptance at West Nyack,
NY.
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Title to merchandise shipped F.O.B. our plant shall
pass to the purchaser at the time of shipment from our
plant.
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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.
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Cancellation of orders accepted can be made only
with our written consent and upon terms that will
indemnify us against loss.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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In undertaking this contract, Seller does not make
any representation that the product ordered is
appropriate for the buyer's intended use.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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SCHEDULE NOT TO BE ANTICIPATED:
Seller shall not unreasonably anticipate delivery
schedule by manufacture of quantities exceeding those
reasonably required to meet delivery dates.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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NON-ASSIGNMENT:
Seller may not
assign or delegate its obligations under this order
without Buyer's prior written consent.
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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.
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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.
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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.
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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:
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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.
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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.
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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."
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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.
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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.
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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.
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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.
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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.