Terms of Sale
Terms of Sale and Delivery
Goods sold by Bearing Manufacturing India are expressly subject to the terms and conditions set forth below. Any different or additional terms or conditions set forth in buyer’s purchase order or similar communication are objected to and shall not be binding on Bearing Manufacturing India unless agreed to in writing by a Bearing Manufacturing India or its authorized representative. Buyer’s acceptance of shipment and/or payment for the goods constitutes acceptance of Bearing Manufacturing India’s terms and conditions.
1. Order Acceptance
Buyer acknowledges that all orders are subject to acceptance by Bearing Manufacturing India and no order shall be deemed accepted unless and until it is verified and accepted by Bearing ManufacturingIndia facility located in India.
2. Price
Prices in effect at time of shipment shall prevail. All prices quoted by Bearing Manufacturing India are subject to change without notice. Prices do not include any present or future sales, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by Buyer. A late payment charge of 1% per month (an annual percentage rate of 12%) shall be charged on all past due accounts and Buyer shall pay Bearing Manufacturing India all costs incurred by it in collecting any past due account from Buyer, including all court costs and legal fees, provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the highest lawful rate. Unless otherwise noted, all sales are made exclusive of f.o.b. and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer.
3. Payment Terms
As per the agreed terms between the buyer and Bearing Manufacturing India.
4. Delivery
Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Bearing Manufacturing India shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, or (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labour difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or (iii) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. Partial Deliveries are permissible to the extent such partial deliveries are not unreasonably burdensome for the purchaser.
5. Change in Buyer’s Financial Condition
Bearing Manufacturing India reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Bearing Manufacturing India in the event of (i) Buyer’s insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. Bearing Manufacturing India reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. Bearing Manufacturing India also reserves the right to cancel Buyer’s credit at any time for any reason.
Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants Bearing Manufacturing India a security interest in the goods. Buyer agrees to execute any documents and furnish information necessary to perfect this security interest.
6. Warranties
Bearing Manufacturing India makes no warranty and any and all implied warranties of merchantability or fitness are hereby excluded. Buyer is responsible for installation and use in accordance with manufacturer’s instructions and Bearing Manufacturing India shall not be responsible for buyer’s improper product selection. Bearing Manufacturing India personnel are not authorized to alter this policy.
7. Limitation of Liability
Bearing Manufacturing India’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of any goods hereunder, or the sale, resale, operation or use of such goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or part thereof involved in the claim, regardless of cause or fault. This limitation of liability reflects a deliberate and bargained-for allocation of risks between applied and buyer and constitutes the basis of the parties‘ bargain, without which applied would not have agreed to the price or terms of this contract. Bearing Manufacturing India shall not, under any circumstances, be liable for any labour charges without its prior written consent. Any cause of action by Buyer with respect to any goods or services sold by Applied must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
Bearing Manufacturing India shall not in any event be liable whether as a result of breach of contract, warranty, tort (including negligence) or other grounds (1) for incidental, indirect, special or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the goods or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyer for such damage; or (2) for any claims, costs, expenses or damages arising from product failure. If Bearing Manufacturing India furnishes Buyer with advice or other assistance which concern any goods supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing of such advice or assistance will not subject Bearing Manufacturing India to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
8. Nuclear or Other Hazardous Activities
Unless specifically agreed to in writing by an authorized representative of Bearing Manufacturing India, goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as military or commercial aircraft, space exploration, missile installations or other critical applications where failure of a single component could cause substantial harm to persons or property. If so used, Bearing Manufacturing India disclaims all liability for any nuclear damage, contamination or other damage or injury and Buyer shall indemnify and hold Applied harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other grounds. Bearing Manufacturing India and its suppliers shall not be liable to Buyer or its insurers based on contract, warranty, tort (including negligence) or other grounds for onsite damage to any property located at a nuclear facility.
9. Cancellation
Buyer may cancel an order only upon mutual agreement with Bearing Manufacturing India subject to payment to Bearing Manufacturing India of reasonable and proper cancellation charges.
10. Returned Goods
Goods may not be returned without the prior written consent of Bearing Manufacturing India.
11. Assignment or Delegation
Buyer shall not assign or delegate any or all of its duties or rights hereunder without the prior written consent of Bearing Manufacturing India.
12. Language
The parties hereby confirm their express desire to have this Agreement and all documents relating thereto to be drawn up in English only.
13. Foreign Corrupt Practices Act
Buyer acknowledges that it is not the agent of Bearing Manufacturing India and represents and warrants that it has not and covenants that it will not pay anything of value to any government employee in connection with the resale of the products sold hereunder.
14. Governing Law and Jurisdiction
This Site (excluding linked sites) is controlled by Bearing Manufacturing India from its offices within India. By accessing this Site, you and Bearing Manufacturing India agree that all matters relating to your access to or use of, this Site and the validity and performance of these Terms shall be governed by the statutes and laws of India, without regard to the conflicts of laws principles thereof. The parties also agree and hereby submit to the exclusive personal jurisdiction and venue of courts of India.
Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of these Terms, including without limitation this provision and the warranty and disclaimer of liability exclusions herein.
Bearing Manufacturing India makes no representation that materials, services or products available on this Site are appropriate or is prohibited.
15. General
Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions of this agreement shall not be affected thereby.
16. Dispute Resolution
Actions by Bearing Manufacturing India for non-payment by the Buyer for the purchase price of products sold by Bearing Manufacturing India through this Site or otherwise, or for redress of other breaches by the Buyer of the Terms and Conditions of Sale or Access, may be brought by Bearing Manufacturing India, at its option, before any judicial court of competent jurisdiction. At Bearing Manufacturing India’s option, disputes between the Buyer and Bearing Manufacturing India, including all claims of non-performance by Bearing Manufacturing India, shall be finally settled by arbitration in India from the respective Court where from Sales Invoice was raised. Any cause of action by Buyer with respect to products sold by Bearing Manufacturing India must be instituted within one (1) Month after the cause of action arose or be forever waived and barred.