TFL Bearings – Terms and Conditions
- ACCEPTANCE
TFL Bearing (the “Seller”) hereby accepts the Buyer’s order for the products listed on the front of this Agreement, subject expressly to the Buyer’s acceptance of all terms and conditions set forth herein. The Seller shall not be bound by any terms in the Buyer’s purchase order that are additional to or inconsistent with the terms of this Agreement.
These terms shall remain in effect following (i) the delivery of products ordered under this Agreement, and (ii) the execution of any supplementary warranty agreement related to such products. In the event of any conflict between the terms of this Agreement and any such warranty agreement, the latter shall prevail. - SHIPMENT
Unless otherwise specifically agreed in writing, all prices are based on standard domestic packaging and shipment F.O.B. (Free on Board) factory or point of origin. Stated shipping dates are estimates only and are contingent upon timely receipt of all necessary information. Risk of loss transfers to the Buyer upon delivery to the carrier at the point of origin. The Buyer is responsible for all transportation and delivery costs to the final destination. - PRICES
Prices stated in this Agreement or in the Buyer’s order are based on current costs. The Seller reserves the right to increase prices, at any time prior to delivery, for any or all products listed in the order, to reflect increases in applicable production costs. Prices do not include reasonable charges for local preparation and delivery, which shall be paid by the Buyer upon receipt of the Seller’s invoice. - PAYMENT
The Seller may make partial shipments, and payment for each shipment shall be due in accordance with the terms of this Agreement. Finance charges shall accrue at the prevailing interest rate at the time of product delivery. This sale is subject to credit approval, and the Seller reserves the right to modify the original payment terms at any time prior to delivery to ensure prompt payment. - TAXES
Taxes stated on the front of this Agreement, if any, are estimates only. The Buyer shall be solely responsible for all taxes arising from or applicable to this transaction, excluding the Seller’s franchise taxes and taxes based on the Seller’s net income. The Buyer shall pay all such taxes upon request by the Seller, as though such taxes were originally included in the price. If the Seller pays any such taxes, the Buyer shall promptly reimburse the Seller. - SECURITY INTEREST AND DEFAULT
The Seller retains a security interest in the products delivered until full payment of the total sales price (including taxes, delivery fees, and other charges) is made by the Buyer. The Buyer agrees to sign and deliver any additional documentation required by the Seller to perfect this interest.
If the Buyer refuses or fails to accept delivery or to comply with any term, covenant, or condition of this Agreement, the Seller may retain any deposit or payments made, along with any accepted products, to offset damages. If the products have already been delivered, the Seller may declare all amounts immediately due and payable without notice and may reclaim the products. Repossession, disposition, and recovery actions shall be pursued in accordance with applicable law. The remedies provided herein are cumulative and in addition to all other remedies available to the Seller at law or in equity. - WARRANTY
The Seller warrants that each new product shall be free from defects in materials and workmanship under normal use and maintenance. The Seller’s sole obligation under this warranty is, at its discretion, to repair, replace, or issue credit for any part proven defective in material or workmanship within ninety (90) days after delivery, provided that:
the Buyer promptly notifies the Seller in writing of the defect,
satisfactory proof is submitted,
and the defective part is returned to the Seller (freight prepaid) and is confirmed to be defective upon inspection.
This warranty does not apply to damages resulting from overloading, misuse, neglect, accident, or to any product, accessory, or part that has been repaired or altered in a manner, in the Seller’s judgment, that affects its performance, stability, or intended purpose.
This warranty supersedes all other express or implied warranties (except for title), including any implied warranties of merchantability or fitness for a particular purpose. Under no circumstances shall the Seller be liable for consequential or special damages.
- DELAYS
The Seller shall not be liable for any delay in performance or delivery caused by circumstances beyond its reasonable control, including but not limited to compliance with regulations, orders, or instructions of any federal, state, or local government or agency, acts of God, actions or omissions of the Buyer, civil or military authority, fires, strikes, labor stoppages, embargoes, war, riots, transportation delays, or inability to obtain labor, production facilities, or materials from usual sources.
Any such delay shall entitle the Seller to a reasonable extension of the delivery schedule. Receipt of goods shall constitute a waiver of all claims for delay. In no event shall either party be liable for special or consequential damages resulting from such delays. - CANCELLATION
The Buyer may cancel, reduce quantities, revise specifications, or extend delivery schedules only upon the Seller’s written consent and agreement on reasonable and appropriate cancellation charges. Such charges shall reflect costs incurred and commitments made by the Seller. The Buyer agrees to indemnify the Seller against any resulting loss. - ENTIRE AGREEMENT AND APPLICABLE LAW
The rights and obligations of the Seller and Buyer shall be governed by the laws of the State of [Insert your state or jurisdiction]. These terms constitute the complete and exclusive statement of the agreement between the parties concerning the Buyer’s order. No waiver, modification, or addition to these terms shall be binding unless in writing and signed by an authorized representative of the Seller’s office stated herein. In the event of any conflict between the Buyer’s purchase order and these terms, the latter shall prevail. Any changes or modifications noted on the front of this document shall take precedence over the printed terms herein.