Terms of Sale
The term "Seller" as used herein shall refer to Intercontinental Bearing Supply Company, Inc.
(IBSCO) The term "Buyer" as used herein shall refer to the customer designated on a Seller order
acknowledgment (“Sales Order Acknowledgement”) which contains or incorporates by reference these
Standard Terms and Conditions for Sale. The terms “Product” or “Products” refer to the goods or
Services (as defined hereinafter) sold by Seller described on a Seller Order Acknowledgement. The
term "contract" as used herein shall refer to the terms, conditions and warranties contained in this
2. PRODUCTS AND SALE TERMS
Buyer agrees to purchase, and Seller agrees to sell Products specified in Seller’s Order
Acknowledgement under the terms of this document. Any terms or conditions in addition to or
different from this document asserted by Buyer as applicable to this transaction, in a purchase order,
on a web site, or otherwise incorporated by reference (including general or special conditions, plans,
specifications, drawings, samples, or quality standard), are inapplicable and rejected by Seller without
written acceptance and approval by the seller. If for any reason Buyer should fail to accept these
terms in writing, any conduct by Buyer which recognizes the existence of a contract pertaining to the
subject matter hereof, including payment and/or acceptance of Products, shall constitute an
acceptance by Buyer of this document and all Standard Terms and Conditions of Sale.
Although it is Seller's practice to provide as much advance notice as possible, prices are subject to
change without notice and adjustment to Seller's prices in effect at time of order placement. Unless
otherwise specified by Seller, prices are for the specific quantity stated and do not include taxes nor
charges for transportation, insurance, special packaging, or marking. Prices for any undelivered goods
or services may be increased by Seller in the event of any increase in the cost to Seller of supplies, raw
materials, labor or services, or any increase in Seller's cost resulting from any cause beyond Seller's
(a) Payment will be made according to agreed upon terms: credit card, wire transfer/ach, or check.
(b) Checks are accepted subject to collection and the date of collection shall be deemed the date of
payment. Any check received from Buyer may be applied by Seller against any obligation owing by
Buyer to Seller, under this or any other contract, regardless of any statement appearing on or referring
to such check, without discharging Buyer's liability for any additional amounts owing by Buyer to
Seller; and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to
pursue the collection of any remaining balance.
(c) Buyer agrees to pay the entire net amount of each invoice rendered by Seller pursuant to the
terms of each such invoice without offset or deduction.
(a) Standard payment terms require receipt of payment in advance of performance for all new
accounts. If the Seller extends credit to the Buyer, the following additional terms set forth in (b)-(e)
below are hereby agreed to be applicable. Application for credit may take up to 30 days to process and
is subject to approval by Seller.
(b) Buyer agrees to keep the account current and agrees to pay each invoice according to its terms
from the date of invoice. Buyer agrees to provide funds in advance if their account has large
disbursements that exceed the established credit limit. The amount of credit extended to the Buyer is
subject to periodic review and any decision to increase, decrease or revoke the amount of credit
granted to the Buyer shall be at the sole discretion of the Seller.
(c) Seller reserves the right to require payment in advance or C.O.D. or otherwise modify credit
terms either before or after shipment of any or all goods specified herein, if, for any reason, Buyer's
credit is or becomes objectionable to Seller. If Seller believes in good faith that Buyer's ability to make
the payment called for by this contract is or may be impaired, Seller may cancel this contract or any
remaining balance thereof, without incurring any liability. Buyer remains liable to pay for any goods
that have been purchased by the Seller for the sole utilization of the Buyer (Special Buys, Made-ToPrint, Customer Part Number Products, Blanket Agreements, Hold-For-Release), and product already
(d) In the event that the Buyer fails to keep the account current, all amounts owed by the Buyer
shall immediately become due and payable. The Buyer shall also become indebted to the Seller for
costs of collection, including reasonable attorney fees, which arise if payment terms are not met.
(e) If any indebtedness remains unpaid for thirty (30) days after the demand for payment, the Seller
may, in addition to any other rights it has under other agreements and/or applicable law, exercise any
or all rights of a secured party and forward Buyer to collections.
Unless otherwise agreed in writing, Buyer shall be responsible for the payment of any and all Federal,
state and local sales, use, and excise taxes and all other taxes and charges assessed in connection with
sales made under this contract.
All product quoted is subject to prior sale. Prices and availability information received from Seller are
quotations only and DO NOT constitute a legally binding offer. All quotations are valid for 30 calendar
days unless otherwise agreed to in writing. Every effort will be made to maintain the listed or quoted
prices; however, prices are subject to change without notice.
(a) Each Buyer order for Products is subject to acceptance in writing by Seller. No order will vary
from these terms. Buyer will receive an Order Acknowledgement from Seller.
(b) Product available immediately to the Buyer from warehouse inventory is subject to a $25.00
minimum per order. Product requiring additional processing through Seller’s cleanroom facility is
subject to a $50.00 minimum per order. Exceptions must be agreed upon in writing prior to order
(c) Order Changes - Buyer is liable for the costs of any changes to the goods, services, delivery
schedule or specifications requested by Buyer and agreed to by Seller including, but not limited to,
cancellation or restocking charges, non-recurring engineering costs and other expenses, tooling, and
fixture charges, re-certification charges, re-work, wastage, and disassembly labor costs.
(d) NCNR- All non-standard goods manufactured for Buyer, including all special materials and
supplies necessary to perform the work specified, are non-cancelable and non-returnable (NCNR).
Except as otherwise agreed in writing, Buyer shall not have the right to terminate or reschedule all or
any portion or installment of the Products covered by this contract without the written consent of
All shipments will be made Free on Board (FOB) to Seller's facility unless otherwise specified in Seller’s
Order Acknowledgement. In the absence of specific instructions, Seller will select the carrier. Title to
the goods shall pass to Buyer upon delivery thereof by Seller to the carrier; thereupon, Buyer shall be
responsible for the goods. Transportation from the FOB point designated in Seller’s Order
Acknowledgement, handling and insurance are at the cost of Buyer. Goods held for Buyer, or stored
for Buyer, shall be at the risk and expense of Buyer. Claims against Seller for shortages must be made
within 10 days after arrival of shipment.
All delivery dates are approximate. Seller will use commercially reasonable efforts to fill orders
according to the delivery dates acknowledged by Seller. Delivery may be made in installments;
however, all products must be scheduled for delivery within 12 months of order acceptance. Changes,
pull-ins, and pushouts to the delivery dates may not exceed an additional 6 months from original
schedule completion date. Default or delay by Seller in shipping or delivering the whole or any part or
installment of the goods or services under this contract shall not affect any other portion thereof.
12. RETURN POLICY
Unless Buyer notifies Seller in writing within fifteen (15) calendar days from the date of shipment of
any goods or services that said goods or services are rejected, they will be deemed to have been
accepted by Buyer. No return will be accepted without Seller’s consent and issuance of a Returns
Goods Authorization (RGA) number. For the RGA to be effective, it must specify the reason(s) why
the goods or services are being rejected. All Product must be returned to the Seller no later than 30
days from issuance of the RGA. The Buyer understands that all orders acknowledged as NCNR will
not be accepted for return.
13. PROPERTY AND OWNERSHIP RIGHTS
Unless otherwise mutually agreed in writing, the design, development, or manufacture by Seller of a
goods or service for Buyer shall not be deemed to create a “work made for hire” and shall not give to
Buyer any patent, copyright or any other intellectual property right interest in the goods or services, or
any portion thereof. All such rights shall remain the property of Seller. Unless otherwise agreed in
writing, all tooling, fixtures, test equipment, models, patterns, molds, processing software and
technology, and proprietary information of Seller, whether or not made for, obtained, created, or
developed by Seller for the performance of this contract, shall remain the sole property of Seller; and
the payment by Buyer of any costs or expenses relating to any of the foregoing (including
non-recurring expenses), shall not be deemed to grant Buyer any ownership interests therein.
Unless otherwise provided in writing, Seller reserves the right to change specifications of goods
ordered by Buyer herein, provided that the changes will not materially affect form, fit, or function.
15. EXCUSABLE DELAYS
In addition to any excuse provided by applicable law, Seller shall not be charged with any liability for
delay, non-delivery or failure to perform any of its obligations herein arising from any event beyond
Seller's control, whether or not foreseeable by either party, including but not limited to, delays of
suppliers, labor disturbance or strike, war, terrorism, epidemic, pandemic, fire, accident, adverse
weather, inability to secure transportation, governmental act or regulation, inability of Seller to obtain
materials, shortages of materials, and other causes or events beyond Seller's control, whether or not
similar to those enumerated above.
16. BUYER'S DEFAULT
Payment as required by the terms of this contract must be made when due regardless of any claim by
Buyer. Failure by Buyer to pay the purchase price when due, or otherwise to perform this contract,
shall give Seller the unlimited right, without liability, to take possession of the Products, with or
without notice, and to have all of the remedies of a secured party under the Uniform Commercial
Code of the State of Texas. In addition, Seller, at its option by giving written notice to Buyer of its
election to do so, may, cancel any undelivered portions thereof and/or demand immediate payment of
all outstanding bills of Buyer. All rights and remedies of Seller shall be cumulative and may be
exercised successively or concurrently without impairing Seller's security interest in the goods. Buyer
agrees to pay Seller reasonable attorneys' fees and legal expenses incurred by Seller in exercising any
of its rights and remedies upon default in such amount as is permissible under law. All the foregoing is
without limitation or waiver of any other rights or remedies available to Seller according to law or
17. LIMITATION ON ACTIONS
No action, regardless of form, arising out of this contract may be brought by either party more than
one year after the cause of action arose, provided; however, in the case of non-payment, not more
than two years from the date of last payment.
18. SELLER'S LIMITED WARRANTY AND LIMITATION OF LIABILITIES
(a) Seller warrants that at the time of shipment the goods sold hereunder will be free from defects
in material and workmanship, and will conform to Seller's applicable specifications, or if appropriate, to
other specifications accepted by Seller in writing.
(b) If any defect within this warranty appears within one year from the date of shipment of goods,
or the date of the delivery of services, by Seller, Buyer shall notify Seller immediately. Seller agrees, at
its election and as Buyer’s sole remedy, to repair, replace with the same or functionally equivalent
goods, or issue a credit in the amount of the unit contract price for any goods which upon test and
examination by Seller, do not comply with the above warranty. Any repair or replacement shall not
extend the warranty period.
(c) The limited warranty does not extend to any goods distributed by Seller which have been
subjected to: (including but not limited to) misuse, neglect, accident, improper testing or installation,
unauthorized repair, or alteration, improper storage, misapplication, improper installation, improper
mounting and/or removal, improper lubrication, or modification whether by Buyer or others. This
warranty shall not be expanded, and no obligation or liability will arise, due to technical advice or
assistance, qualification or testing data or services Seller may provide in connection with Buyer's
(d) THIS LIMITED WARRANTY IS EXTENDED TO BUYER ONLY AND IS NOT TRANSFERABLE
TO SUBSEQUENT PURCHASERS OR USERS OF PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, NON-INFRINGEMENT OR
OTHERWISE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT
SUCH MAY BE DISCLAIMED BY LAW. The remedies of Buyer shall be limited to those provided
herein. No agreement varying or extending the foregoing warranty, remedies or this limitation will be
binding upon Seller unless in writing, signed by a duly authorized officer of Seller.
(e) IN NO EVENT SHALL SELLER'S TOTAL LIABILITY TO BUYER, WHETHER FOR BREACH OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEED THE
PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES
OR DAMAGES ARE CLAIMED. IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES.
(f) Products and Services Provided “AS IS.” Development products, including without limitation
prototypes and pre-production samples and any Services (whether or not paid for by Buyer) are
provided “AS IS” without warranty of any kind.
(g) The foregoing limited warranty shall not apply to any products or parts owned by the Buyer.
(Customer Supplied Product “CSP”)
19. PATENT INDEMNITY
(a) Seller shall conduct, at its own expense, the entire defense of any third-party claim, suit or
action brought against Buyer alleging that, without further combination, the use or resale by Buyer of
the Products delivered hereunder directly infringes any United States patent or copyright, but only on
the condition that:
(i) Seller receives prompt written notice of such claim, suit or action and full opportunity
and authority to assume the sole defense thereof, including settlement and appeals, and all
information available to Buyer for such defense.
(ii) Said Products were made according to a specification or design furnished by Seller or, if
a process patent is involved, the process performed by the goods is recommended in writing by
(iii) Provided all the foregoing conditions have been met, Seller shall, at its own expense,
either settle said claim, suit or action or shall pay all damages, excluding consequential and
special damages and costs. If the use or resale of such goods is finally enjoined, Seller shall, at
Seller's option, (1) procure for Buyer the right to use or resell the goods, (2) replace them with
equivalent non-infringing goods, (3) modify them so they become non-infringing but equivalent,
or (4) refund the purchase price (less reasonable allowance for use, damage, and
(b) This indemnity does not extend to any suit based upon any infringement or alleged
infringement arising from Products furnished by Seller that are: (1) altered in any way by Buyer or any
third party if the alleged infringement would not have occurred but for such alteration; (2) combined
with any other products or elements not furnished by Seller if the alleged infringement would not have
occurred but for such combination; (3) designed or manufactured in accordance with Buyer’s designs,
specifications or instructions if the alleged infringement would not have occurred but for such Buyer
designs, specifications or instructions; or (4) designed or manufactured in compliance with standards
issued by any public or private standards body if the alleged infringement would not have occurred
but for compliance with such standards. In no event shall Seller indemnify Buyer, or be liable in any
way, for royalties payable based on a per use basis, or any royalty basis other than a reasonable royalty
based upon revenue derived by Seller from Buyer from sales of the infringing Products. THE
FOREGOING STATES SELLER'S EXCLUSIVE OBLIGATION AND BUYER’S SOLE REMEDY WITH
RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND BASED ON
THE SALE AND USE OF PRODUCTS, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
(c) If any claim, suit or action of infringement or alleged infringement of any patent, copyright,
trade secret or other intellectual property right is based on a design or specification furnished by
Buyer or on the performance of a process not recommended in writing by Seller, or on the use or sale
of the goods delivered hereunder in combination with other goods not delivered to Buyer by Seller,
Buyer shall indemnify and hold Seller harmless therefrom.
20. GOVERNING LAW AND VENUE
This contract shall be construed and interpreted in accordance with and governed by the laws of the
State of Texas, excluding its conflict of law rules. The parties agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply to this Agreement, and its
application is expressly excluded. The Parties hereby agree that the state and federal courts with
jurisdiction over disputes arising in Harris County, Texas will have exclusive jurisdiction over any
matter arising under this Agreement. Notwithstanding the foregoing, Seller may, in its sole discretion,
bring suit to enforce its rights under this Agreement in the venue and under the governing law of any
jurisdiction in which action or inaction of the Supplier is sought or in which Seller-owned assets are
(a) This contract contains the entire agreement between the parties and supersedes any prior or
contemporaneous oral or written agreements or communications between them relating the subject
(b) Buyer agrees to comply with all applicable export laws, regulations and orders regulations
including the Export Administration Regulations (EAR) and the International Traffic in Arms
Regulations (ITAR). Products may not be exported or re-exported to a national or resident of any
country to which the United States embargoes goods without appropriate approvals or licenses, or to
anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
Commerce Department’s Table of Denial Orders. In addition, Buyer is responsible for complying with
any local laws in Buyer’s country, which may impact Buyer’s right, to import, export, or use the parts.
Seller requires End-Use Statements for all orders requiring export.
(c) This contract may not be assigned, modified, or terminated without Seller's prior written
consent, and any attempt to assign, modify or terminate without such consent shall be absolutely void.
(d) No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or
default by Buyer under this contract shall impair any such right, power or remedy of Seller, or shall be
construed as a waiver of any such breach or default, or any similar breach or default thereafter
occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent
breach or default. All waivers must be in writing.
(e) No amendments to or modifications of the provisions of this contract will be valid and binding
upon Seller unless in writing and signed by an authorized representative of Seller.