SKF’s Terms and Conditions for Sale and SKF’s Limited WarrantyStandard terms and conditions for sales made by SKF (“Seller”) to Channel Partner (“Buyer”).
Delivery dates by Seller for the Products ordered by Buyer are approximate and Seller will not be liable for any delays in delivery for whatever reason unless the Parties have expressly agreed in a writing signed by Seller to specific liquidated damages for late deliveries.
Prices indicated by Seller are based upon the prices in effect to its authorized channel partners at the time of shipment. Unless otherwise agreed to in writing signed and delivered by Seller’s authorized representative, prices quoted by Seller are subject to change without notice at any time, including (without limitation) between the date of Buyer’s order and the date of shipment. Buyer shall be liable for the prices in effect on the date of shipment. Unless expressly stated otherwise, all excise, privilege, occupational, sales, use and other taxes, foreign and domestic, applicable to the sale under the order shall be added to the invoice.
Seller may accept subsequent changes in delivery dates, purchase prices, and quantities of Products requested by Buyer in a revised ordering document issued by Buyer without having been deemed to have added to or modified any of these terms and conditions.
Products that are not in conformance with the description found in the order are returnable for credit or replacement, provided Seller is advised in writing within thirty (30) days of delivery by Seller of such non-conformance and written authorization therefore is given by Seller. Approved returns must be shipped freight prepaid and arrive in good condition to qualify for credit or replacement. Buyer must make payment of the purchase price within the time allotted for payment even if Buyer has not completed its inspection of the Products, but such payment shall not constitute acceptance of the Products or impair Buyer’s rights or remedies it may have hereunder for nonconforming Products.
Seller fulfills orders based upon part numbers established and maintained by the Seller for its Products. It is your responsibility to ensure that any part numbers you assign and specify on your order correspond to the correct Seller part number. If you modify any drawings previously submitted to us, you need to notify us of the change in writing and provide us with the updated drawing. Changes in revision numbers noted on an order are not adequate notice.
In the case of stocked items, Buyer may cancel or reschedule one time, delivery of the Products only by notice received by Seller more than thirty (30) days prior to the original delivery date, subject to a handling/administrative charge of fifteen percent (15%) of the purchase price. The original delivery date may not be rescheduled beyond one year.
In the case of Products that are deemed “made-to-order”, the following shall be payable by Buyer to Seller to fairly compensate Seller for the estimated cost and risk expected to be incurred by Seller if Buyer cancels the order and such notice is received by Seller prior to the original delivery date: (a) not less than thirty-one nor more than sixty (31 – 60) days, a charge of between eighty-five percent and one hundred percent (85% – 100%) of the purchase price shall be payable to Seller; (b) not less than sixty-one nor more than one hundred twenty (61 – 120) days, a charge of fifty percent to eighty-five percent (50%-85%) of the purchase price shall be payable to Seller; (c) not less than one hundred twenty one days nor more than one hundred eighty (121-180) days, a charge of fifteen percent to fifty percent (15%-50%) of the purchase price shall be payable to Seller; and (d) more than one hundred eighty days (180), will be dependent upon product and material lead time and subject to review.
If delivery is rescheduled by Buyer to more than six (6) months beyond the original delivery date, Seller reserves the right to cancel the contract created by Seller’s acceptance of the order on these terms and to collect cancellation charges. All rescheduled deliveries will be subject to carrying charges in the amount of one and one half percent (11⁄2%) of the purchase price from the original delivery date. Unless otherwise specified on the reverse side hereof, all shipments shall be made by any mode of transportation deemed suitable to Seller, f.o.b. Seller’s loading dock, and risk of loss to the Products shall pass to the Buyer upon delivery by Seller to the carrier for shipment.
All intellectual property and all tooling and other tangible manufacturing assets of Seller used to fulfill Buyer’s order shall remain the property of Seller and no right or interest of any kind whatsoever in any of the foregoing shall be construed or interpreted as having been granted or otherwise conveyed to Buyer, either expressly or by implication, estoppel or otherwise. Any tooling sold to Buyer will be limited to that which is separately quoted by Seller, which quote expressly states that the price indicated therein by Seller is “for purchase” or “for sale” of the tooling described therein rather than as an additional charge to defray, whether whole or in part, Seller’s tooling costs. Buyer represents and warrants that it has title to any material, specification or design it may provide to Seller, and that Seller’s possession and reliance upon the same in connection with the manufacture, sale or use of the Products shall not constitute infringement of any patent, trade secret, intellectual property right, or other third party interest.
Shipments hereunder shall be at all times subject to the approval of Seller’s credit department. Seller’s remedies with respect to any breach of the Agreement made between Buyer and Seller shall be cumulative and, without limiting the generality of the foregoing, Seller shall have the right to suspend its performance or terminate the Agreement in the event of Buyer’s nonpayment of the purchase price for any delivery of Products even though the Agreement may provide for the delivery of Products in more than one installment.
No reference herein to Buyer’s inquiry or order shall in any way incorporate different or additional terms or conditions, which are hereby objected to.
Any action for breach of the Agreement shall be commenced within one (1) year after the cause of the action has accrued. THE EXCLUSIVE FORUM FOR CLAIMS AGAINST SELLER SHALL BE MONTGOMERY COUNTY, PENNSYLVANIA, OR THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA. Seller and Buyer irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue in such a court and their rights to jury trial.
SKF warrants to Buyer that products sold by SKF (the “Products”), when properly installed, will be free from defects in material and workmanship and shall be fit for the ordinary purposes for which such Products are designed. SKF’s sole obligation for any claim of any kind for Product defects under this limited warranty, and Buyer’s sole and exclusive remedy for such claim, shall be limited to furnishing without additional charge to Buyer, including transportation, a replacement for any of the Products found by SKF to be defective contrary to this limited warranty or, at SKF’s sole option, to credit or refund to Buyer the purchase price paid therefore by Buyer. The foregoing obligations of SKF shall be conditioned upon (i) Buyer’s notifying SKF in writing of the defect within thirty (30) days of the discovery thereof and within one (1) year from the date of sale of the Product to the Buyer, (ii) the prompt forwarding of the affected Product to SKF’s designated facility (freight prepaid), and (iii) SKF’s laboratory examination of the returned Product and determination regarding the existence of any defect contrary to this limited warranty. SKF shall not be obligated under this limited warranty or otherwise in any way whatsoever for normal wear and tear or for any Product which, following shipment by SKF and as determined by SKF’s in its sole discretion, has been subjected to accident, abuse, misapplication, improper mounting or lubrication, improper repair or alteration, improper lubrication or maintenance, neglect, excessive operating conditions or for defects caused by or attributable to Buyer. SKF shall be free to conduct such tests, investigations and analysis of any materials or of the Products returned to SKF under this limited warranty, as it deems reasonable and proper in the exercise of its sole discretion. As a further condition to SKF’s obligations hereunder for breach of warranty and Buyer’s remedies for such breach with respect to any Product, Buyer shall offer its reasonable cooperation to SKF in the course of SKF’s review of any warranty claim, including, by way of example only, Buyer’s providing to SKF any and all information as to service, mounting and relubrication of the Product which is the subject of Buyer’s warranty claim. EXCEPT WARRANTY OF TITLE AND FOR THE WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH IN HEREIN, IT IS UNDERSTOOD AND AGREED THAT: (a) SKF MAKES NO OTHER INDEMNITY, REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (b) IN NO EVENT SHALL SKF BE LIABLE OR OBLIGATED FOR SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, DIRECT, INDIRECT, GENERAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BY WAY OF EXAMPLE ONLY, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR LOSS OF USE) OR ANY OTHER LOSS, COST OR EXPENSE IN CONNECTION WITH THE PRODUCTS AND RELATED SERVICES, IF ANY, PROVIDED BY SKF, AND THIS DISCLAIMER SHALL EXTEND AS WELL TO ANY LIABILITY FOR NONPERFORMANCE CAUSED BY SKF’S GROSS OR ORDINARY NEGLIGENCE, AND IN ALL CASES REGARDLESS OF WHETHER OR NOT ANY OF THE FOREGOING WERE FORESEEABLE OR THAT SKF WAS ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, LOSS, COST, OR EXPENSE; AND (c) NO PERSON HAS BEEN AUTHORIZED BY SKF TO MAKE ANY FURTHER OR CONTRARY INDEMNITIES, REPRESENTATIONS OR WARRANTIES ON BEHALF OF SKF. The exclusive remedies provided in this limited warranty shall not be deemed to have failed of their essential purpose so long as SKF is willing and able to perform to the extent and in the manner prescribed in this limited warranty.