IBSCO Sales Terms & Conditions

1. Definitions

“Seller” means Intercontinental Bearing Supply Company, Inc. (IBSCO). “Buyer” means the customer identified in IBSCO’s Sales Order Acknowledgment. “Products” means the goods and services referenced therein. “Contract” means these Terms and Conditions together with the Sales Order Acknowledgment.

2. Products & Contract Formation

Buyer agrees to purchase, and Seller agrees to sell, only those Products identified in Seller’s written Sales Order Acknowledgment.

Any terms contained in Buyer’s purchase order, website, supplier portal, or other document that add to, modify, or conflict with these Terms are expressly rejected and shall not apply unless accepted in writing by an authorized representative of Seller.

Buyer’s acceptance of Products, payment of invoices, issuance of a purchase order, or other conduct recognizing the existence of a transaction shall constitute acceptance of these Terms and Conditions.

3. Prices & Quotations

Prices are subject to change until Seller’s acceptance of an order and exclude taxes, freight, insurance, duties, special packaging, and marking unless otherwise stated.

Quotations are valid for thirty (30) calendar days unless otherwise specified and do not constitute binding offers.

Seller reserves the right to adjust pricing on undelivered Products if Seller’s costs increase due to factors beyond Seller’s reasonable control.

4. Payment & Credit

New accounts require payment in advance unless otherwise approved.

If credit is extended:

1. Buyer shall keep its account current and within established credit limits.
2. Seller may modify credit terms, require advance payment or C.O.D., suspend shipments, or cancel open orders if Buyer’s creditworthiness changes.
3. All amounts become immediately due upon Buyer’s default.

Buyer shall be responsible for reasonable collection costs, attorney fees, and related expenses incurred in collecting overdue amounts.

5. Orders, Minimums & NCNR Products

Orders are accepted only upon Seller’s written Sales Order Acknowledgment.

Minimum order values:

• Warehouse stock: $25.00 • Cleanroom processed products: $50.00

Buyer-requested changes may result in additional charges including, but not limited to, restocking fees, engineering costs, tooling charges, recertification costs, rework, labor, and material expenses.

The following items are Non-Cancelable and Non-Returnable (NCNR):

• Made-to-print products • Special-order materials • Buyer-specific part numbers • Custom products • Blanket orders and hold-for-release programs • Any item designated as NCNR by Seller

6. Taxes

Buyer is responsible for all applicable sales, use, excise, import, export, value-added, and similar taxes unless otherwise agreed in writing.

7. Shipment, Title & Risk of Loss

Unless otherwise specified, shipments are FOB Seller’s facility.

Seller may select the carrier if Buyer provides no shipping instructions.

Title and risk of loss pass to Buyer upon delivery to the carrier.

Freight, handling, storage, and insurance costs are Buyer’s responsibility.

Claims for shortages must be made within ten (10) days of receipt.

8. Delivery

Delivery dates are estimates only and are not guaranteed. Time is not of the essence.

Seller may make partial shipments.

All Products must be scheduled for delivery within twelve (12) months of order acceptance. Pull-ins or pushouts may not extend more than six (6) months beyond the original scheduled completion date.

Delay in one shipment shall not affect any remaining shipments.

9. Returns

Buyer must notify Seller of any rejection within fifteen (15) days of shipment and obtain a Return Goods Authorization (“RGA”).

Returned Products must be received by Seller within thirty (30) days of RGA issuance.

Returned Products must be unused, unaltered, in original packaging, and in resalable condition unless the return is based upon a verified warranty claim.

Seller reserves sole discretion in determining return eligibility.

Unauthorized returns will be refused and returned at Buyer’s expense.

NCNR Products are not returnable.

Seller may assess a restocking fee of up to fifty percent (50%) of the purchase price, or $25.00 minimum, for returns made for Buyer’s convenience.

10. Intellectual Property & Ownership

All Seller designs, tooling, fixtures, molds, patterns, test equipment, software, technology, manufacturing processes, and proprietary information remain Seller’s exclusive property, whether or not Buyer paid related costs.

No sale transfers any intellectual property rights unless expressly agreed in writing.

11. Excusable Delays

Seller shall not be liable for delays or failures resulting from causes beyond its reasonable control, including supplier delays, labor disputes, strikes, war, terrorism, epidemics, pandemics, fire, weather, transportation interruptions, governmental actions, material shortages, or similar events.

12. Buyer Default

Failure to pay or otherwise perform shall entitle Seller to:

• Suspend shipments • Cancel undelivered portions of orders • Demand immediate payment of all outstanding invoices • Exercise all remedies available under applicable law

Buyer shall be responsible for Seller’s reasonable attorney fees and legal expenses incurred in enforcing its rights.

13. Limitation on Actions

No action arising from this Contract may be brought more than one (1) year after the cause of action accrues, except claims for non-payment, which may be brought within two (2) years of the last payment date.

14. Limited Warranty & Limitation of Liability

Seller warrants that Products will be free from defects in material and workmanship and conform to applicable specifications for one (1) year from shipment.

Seller’s sole obligation and Buyer’s exclusive remedy shall be, at Seller’s option:

• Repair • Replacement with the same or functionally equivalent Product • Credit of the affected Product’s purchase price

This warranty excludes defects caused by misuse, improper installation, improper mounting, improper lubrication, alteration, unauthorized repair, improper storage, accident, neglect, or similar causes.

Development products, prototypes, pre-production samples, customer-supplied products, and services are provided “AS IS.”

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SELLER SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE AFFECTED PRODUCTS.

THIS WARRANTY IS EXTENDED ONLY TO THE ORIGINAL BUYER AND IS NOT TRANSFERABLE.

15. Patent & Copyright Indemnity

Seller shall defend claims alleging that Seller-designed Products directly infringe a United States patent or copyright, provided Buyer promptly notifies Seller and allows Seller sole control of the defense.

Seller may, at its option:

• Procure continued use rights • Replace the Product • Modify the Product • Refund the purchase price less reasonable allowance for use

Buyer shall indemnify Seller against infringement claims arising from Buyer-provided designs, specifications, instructions, modifications, combinations, or required standards.

16. Export Compliance

Buyer shall comply with all applicable export and import laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

Seller may require End-Use Statements or other export documentation before shipment.

17. Governing Law and Venue

This Contract shall be governed by the laws of the State of Texas, excluding conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Buyer consents to the jurisdiction of state and federal courts located in Harris County, Texas, although Seller may pursue remedies in other jurisdictions where necessary to enforce its rights or protect assets.

18. Entire Agreement

These Terms and the Sales Order Acknowledgment constitute the entire agreement between the parties and supersede all prior discussions, proposals, communications, and agreements relating to the subject matter.

19. Modifications & Waiver

No modification, amendment, waiver, or assignment of this Contract shall be effective unless in writing and signed by an authorized representative of Seller.

Failure by Seller to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

SAL-L-001 Rev. 3 (06/17/2026)
Approved:  Director of Operations