General Terms of Sales and Delivery
WD Bearings America, LLC
1. Scope of Validity:
The following general terms of sales and delivery apply to all business relationships between WD Bearings America LLC (hereafter called WDBA) and the customers. In each case the version valid at the time of the conclusion of the contract is applicable.
Verbal statements which contain additional obligations for WDBA are binding only after they are confirmed by WDBA in writing.
2. Conclusion of the contract:
All agreements, contracts, and orders require written confirmation by the customers and sales management of WDBA to become legally binding.
The form of written confirmation includes but is not limited to the contract signed by both parties, or purchase order, email confirmation, advance payment from customers, order acknowledgment, and invoice from WDBA.
The prices are fixed in a specific currency, set at the time of signing, understood fixed terms (like FOB Shanghai or EXW Indianapolis), stated in the Invoice. The prices are understood to include standard packaging and other auxiliary costs. The packaging is not returnable unless specified.
4. Terms of Payment:
a) WD Bearings America LLC standard terms are NET 30. Based on the customer’s credit records and cooperation, more credit or better terms could be adopted after the written approval from WDBA.
b) If the payment delays are due to the customer’s company changes or other reasons, the customer is obliged to notify WDBA 30 days in advance. The customer should negotiate with WDBA for the payment plan and WDBA keeps the right to charge five ten thousandths for each overdue day (equivalent to a monthly interest rate of 1.5%) of the amount as liquidated loss.
5. Delivery Date:
The delivery date is the date when products are planned to be at the customer’s provided address. The delivery date is an approximate date provided by WDBA according to the production plan. The actual date of delivery could vary and are subject to global conditions.
WDBA is obliged to notify customers 30 days in advance if the delivery date is delayed and negotiate a delivery plan with the customer. If the customer postpones the delivery date, it should notify WDBA 30 days in advance, and negotiate a delivery and payment plan with WDBA.
6. Quantity of Delivery:
The quantity of delivery is in accordance with the quantity on invoice or order acknowledgment and can have 10% short or overrun.
The customer should inform WDBA on the day the order is placed if any short or overrun in quantity is not allowed.
7. Warranty / Guarantee
WDBA bearings are produced according to WDBA drawings and standards and are warranted to be free of defects in materials and workmanship. The WDBA drawing is the only standard for both parties to check and accept the product. The obligation of WDBA Bearing, under this warranty, is limited to replacing any bearing which is proven to be defective within one year from the date of purchase, under the following provisions:
a) The application condition of the bearing (e.g., temperature, rotation speed, loads, installation and fitting, etc.) was provided to WDBA and was approved by WDBA before the order.
b) The defective product is returned to WDBA for technical analysis.
c) Analysis of the product by WDBA verifies that the product was properly handled, mounted/installed, loaded, used, and lubricated, and non-fault caused by fabricated damage.
This warranty is in lieu of all warranties of merchantability, fitness for purpose, or all other warranties, expressed or implied. WDBA will not be liable for any special, indirect, or consequential damages or loss to be. The remedies set forth herein are exclusive, and the liability of WDBA with respect to any contract or sale or anything done in connection therewith, in contract, in tort under any warranty, or otherwise, shall not exceed the price of the bearing on which such liability is based.
8. Product Liability:
Outside of the application of the product liability law, the liability of WDBA is limited to malicious intent or gross negligence.
Liability for minor negligence and damages from the claims of a third party against the customer are excluded.
These limitations of liability do not apply in the event of bodily and health injuries attributable to WDBA or in the case of the loss of the life of the customer. For the use of the product sold by WDBA, each customer himself is responsible for the safety. Any other descriptions and explanations are unbinding for WDBA.
9. Exceptions and Exemptions:
Should individual provisions of this General Terms of Sales and Delivery become invalid or partially invalid, then both parties commit themselves to formulate such a regulation that economically approximates the invalid regulation the closest. In the case of legal invalidity of one or more of the provisions of this General Terms of Sales and Delivery, the legally binding force of the remaining provisions remains unaffected.
10. Force Majeure:
WDBA shall not be held responsible for late delivery or non-delivery for all or part of the contracted goods owing to such Force Majeure causes such as war, earthquake, flood, conflagration, rainstorm, and snowstorm. However, in such a case, WDBA shall inform the customer in writing within 15days.
11. Discrepancy and Claim:
In case any discrepancy on quality/quantity/weight of the goods is found by the customer after the goods arrive at the port of destination, claim which should be loaded with WDBA within 15 days after the goods arrive at the port of destination, otherwise, WDBA will not undertake the responsibility. However, WDBA shall not be held responsible either for compensation of losses due to natural causes or for those within the responsibility of the customers. In the event either WDBA fails to affect the shipment or the customer fails to establish the relevant L/C within the respective time limits as set forth in the above, or the L/C does not correspond with the contract terms and the customer fails to amend it in time, the complaining party shall have the right to cancel this contract and to claim on the party at fault for compensation of direct losses, if any, sustained therefrom, unless in cases where Force Majeure is applicable.
12. Applicable Law:
The General Terms of Sales and Delivery, the contract & order signed by each party shall apply to Indiana Law.
All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be settled in accordance with Indiana law. The decision made by this commission shall be regarded as final and binding upon both parties. The losing party shall bear arbitration fees unless otherwise awarded.
14. Other Provisions:
Any information regarding the business shall be deemed confidential and may not be transferred to any third person excluding cases provided by the government laws.