1. Definitions
“Seller” means Intercontinental Bearing Supply Company, Inc. (IBSCO). “Buyer” means the customer named on IBSCO’s Sales Order Acknowledgment. “Products” include goods and services referenced therein. The “Contract” is these Terms and Conditions.
2. Products & Sale Terms
Buyer agrees to purchase—and IBSCO agrees to sell—only as acknowledged in IBSCO’s written Order Acknowledgment. Buyer terms that add to or differ from these terms are rejected unless IBSCO agrees in writing.
3. Prices & Quotes
Prices are subject to change until order acceptance and exclude taxes, freight, insurance, special packaging, and marking. Quotes are valid for 30 calendar days, unless otherwise stated, and are not binding offers. Undelivered items may be repriced if IBSCO’s costs increase.
4. Payment & Credit
New accounts: prepayment required. If credit is extended, the Buyer must keep the account current and within credit limits. IBSCO may suspend shipments, modify terms, require advance payment/C.O.D., or cancel open orders if creditworthiness changes. Buyer is responsible for reasonable collection and attorney fees.
5. Orders & Minimums
Orders are accepted only through IBSCO’s Sales Order Acknowledgment. Minimum order values: $25 (warehouse stock) / $50 (cleanroom). Buyer-requested changes may incur restocking, rework, tooling, NRE, recertification, and related charges. Non-Cancelable / Non-Returnable (NCNR): Non-standard, made-to-print, Buyer-partnumber, and blanket/hold-for-release items are NCNR.
6. Taxes
Buyer is responsible for all applicable sales, use, excise, and other taxes/charges unless otherwise agreed in writing.
7. Shipment, Title & Risk
Unless otherwise stated, shipments are FOB IBSCO facility. IBSCO selects the carrier if the Buyer gives no instructions. Title and risk pass to the Buyer at the carrier handoff. The buyer pays for freight/handling/insurance. Claims for shortages must be made within 10 days of receipt. SAL-L-001 Rev. 2 (9-29-2025)
8. Delivery
Delivery dates are estimates only; time is not of the essence. Partial shipments may occur. All products must be scheduled for delivery within 12 months of order acceptance; pull-ins/pushouts may not extend more than 6 months from the original scheduled completion date. Delay in one shipment does not affect others.
9. Returns
The buyer must notify IBSCO of rejection within 15 days of shipment and obtain a Return Goods Authorization (RGA) stating the reasons. The product must arrive within 30 days of the RGA issuance. Unauthorized returns will be refused and returned to the buyer at their expense. NCNR items are not returnable. Seller reserves the right to assess a restocking fee of up to 50% of the purchase price (or $25.00 minimum) for goods returned for buyer’s convenience. Non-standard, custom, or special-order items are non-cancelable and non-returnable
10. Property & IP
All IBSCO designs, tooling, fixtures, test equipment, models, patterns, molds, software/technology, and proprietary information remain IBSCO property—even if Buyer paid related costs.
11. Specification Changes
IBSCO may change specifications that do not materially affect form, fit, or function.
12. Excusable Delays
IBSCO is not liable for delays/failures due to causes beyond its control (e.g., supplier delays, strikes, war/terrorism, epidemics, pandemics, fires, weather, transportation issues, regulations, or material shortages).
13. Buyer Default
Failure to pay or otherwise perform allows IBSCO to exercise UCC secured-party remedies, cancel undelivered portions, suspend shipments, and demand immediate payment of all outstanding invoices. The buyer is liable for reasonable attorney fees and legal expenses, as permitted.
14. Limitation on Actions
No action may be brought more than 1 year after accrual (or 2 years for non-payment claims from the last payment date).
15. Limited Warranty & Liability
IBSCO warrants Products for 1 year from shipment to be free from material/workmanship defects and to conform to IBSCO’s applicable specs or accepted written specs. Remedy, at IBSCO’s option: repair, replacement (same or functionally equivalent), or credit of the unit price. Exclusions: misuse, improper installation/mounting/lubrication, unauthorized repair/alteration, improper storage, and other listed conditions. Development/prototype/pre-production items and services are provided “AS IS.” Disclaimer: No other warranties (express/implied, including merchantability/fitness/non-infringement). No incidental, consequential, special, indirect, or punitive damages. IBSCO’s total liability is capped at the price of the affected Products. The warranty is limited to the original Buyer only and is non-transferable. Customer-supplied products are excluded.
16. Patent/Copyright Indemnity
If a third party claims that use or resale of IBSCO-designed Products (without further combination) infringes a U.S. patent/copyright, IBSCO will defend at its expense, subject to prompt notice, control of the defense, and use of IBSCO’s design/process. Remedies include settlement, replacement, modification, or refund (less reasonable use/wear). Exclusions apply where Buyer alters/combines items, supplies the design/specs, or mandates standards causing infringement. For Buyer-specified designs/processes/uses, Buyer indemnifies IBSCO.
17. Governing Law, Venue & Export
Texas law governs (conflict rules excluded). Buyer consents to jurisdiction of state and federal courts in Harris County, Texas, though IBSCO may sue elsewhere to protect assets/enforce rights. The buyer must comply with the EAR/ITAR and all applicable export/import laws; End-Use Statements may be required. No assignment/modification without IBSCO’s written consent. No waiver unless written.
