Hereinafter, SVC BEARINGS is referred to as the "Company".
1. Scope of Application
1.1 These General Terms and Conditions shall apply to all contracts for the sale of goods and/or services of any kind, unless otherwise expressly agreed in writing with the Customer.
1.2 Any general terms and conditions of the Customer shall only apply if expressly agreed in writing by the Company, and no express rejection of the Customer’s general terms shall be required.
2. Formation of Contract
2.1 All orders placed by the Customer must be in written form and duly executed.
2.2 The Customer’s order shall always be subject to the Company’s written confirmation ("Acceptance" or "Order Confirmation"). A contract shall only be deemed formed upon the issuance of the Company’s written confirmation ("Acceptance" or "Order Confirmation").
2.3 If the Company does not issue a written confirmation ("Acceptance" or "Order Confirmation"), the sales contract shall also be validly concluded by delivery of the ordered goods.
2.4 Any price lists, illustrations, catalogues, brochures, advertisements and other descriptive documents do not constitute an offer, but serve only as approximate guidelines, and shall only be binding on the Company if a limited acceptance period is specified in the written confirmation ("Acceptance" or "Order Confirmation"). For limited-time offers without a specified acceptance period, a period of 30 days shall apply, commencing from the first notification (information communication). If the Company makes a limited-time offer, the Customer must sign and confirm within the stipulated time limit to render it binding on the Company. Any immediate-delivery limited-time offers shall be subject to prior sales on a first-come, first-served basis.
2.5 Where special materials are ordered, the Company reserves the right to deliver and invoice a quantity up to 10% more or less than the ordered quantity. The Company shall notify the Customer of any discrepancy between the ordered quantity and the quantity to be delivered, without affecting the formation of the contract between the parties and the quantity unilaterally accepted by the Company. Unless otherwise agreed in writing, the Company shall not accept any restrictions on the manufacture, sale or supply to other customers of custom-made goods for a specific customer or goods of similar design.
2.6 If the Customer fails to fulfill any commitments to the Company, the Company reserves the right to cancel any pending orders or suspend delivery.
3. Contract Amendments
3.1 No subsequent agreement, variation of understanding or amendment modifying the terms of this Contract shall be binding on the Company unless made in writing and duly executed by authorized representatives of each party.
4. Prices
4.1 For Customers whose registered office is located within the United States, the Company’s prices include all duties and taxes payable in the United States, excluding Sales Tax. Customs duties payable outside the United States shall be borne by the Customer.
4.2 For Customers whose registered office is located outside the United States, the Company’s prices include all duties and taxes payable within the United States, excluding Sales Tax.
4.3 Prices include inspection documents for metal products in accordance with standard EN 10204 Type 2.1. Any deviation from this standard shall be separately negotiated and quoted, and explicitly requested in the Customer’s order; if accepted, the Company shall formally confirm it in the relevant Order Confirmation.
4.4 Prices cover standard packaging for both domestic and export markets. Unless otherwise agreed in writing, the Contract Price does not include services such as installation, commissioning, training of the Customer’s operational and maintenance staff or engineers.
4.5 Freight charges shall be borne by the Buyer (see Clause 6.2 EXW below).
4.6 If raw material suppliers substantially increase their prices between the date of contract formation and the delivery date, the Company may make reasonable price adjustments after contract formation.
5. Payment
5.1 Unless otherwise agreed, payment shall be made in advance against the Company’s Proforma Invoice at the time of placing the order (the order shall be deemed confirmed upon receipt of payment). All payments shall be made in full without any deduction of bank transfer fees, which shall be borne by the Customer. Payment shall not be deemed received until the full and irrevocable funds are credited to the Company’s account, regardless of the payment method used.
5.2 If alternative payment terms are agreed and the Customer fails to pay on the due date, the Company shall have the right to charge interest from the payment due date at a rate of 8% above the Federal Reserve Benchmark Rate. After giving written notice to the Customer, the Company may also suspend performance of its contractual obligations (including future deliveries and/or warranty services) until full and irrevocable payment is received to the Company’s account.
5.3 If the Customer fails to settle overdue payments within three months, the Company shall have the right to terminate the Contract by written notice and claim compensation for losses incurred.
5.4 If circumstances affecting the Customer’s general creditworthiness arise between contract formation and product shipment, the Company shall have the right to make delivery only upon receipt of full and unconditional payment.
6. Delivery
6.1 The valid version of INCOTERMS (refer to www.incoterms.com) shall apply for the interpretation of standard trade terms.
6.2 Delivery shall be made EXW unless otherwise agreed in writing.
6.3 Unless otherwise agreed in writing, the delivery lead time shall be 10 months, calculated from the date of contract formation.
6.4 Any delivery date specified by the Company or at the end of the delivery lead time is approximate and shall not be deemed a "fixed" date within the meaning of UCC Section 2-710. If delivery is not made by the stipulated delivery date (specified by the Company or upon expiry of the delivery lead time), the Customer shall urge the Company and grant a reasonable grace period for performance.
6.5 Compensation for damages is excluded for slight negligence on the part of the Company, its employees or any auxiliary personnel pursuant to UCC Section 2-715. Similarly, compensation for damages arising from delayed delivery is excluded for slight negligence on the part of the Company, its employees or any auxiliary personnel.
6.6 The statutory limitation period presumption under UCC Section 2-725 shall not apply.
6.7 The Company shall have the right to make partial deliveries, unless the Customer suffers unreasonable or unfair prejudice thereby.
7. Warranty
7.1 The Company warrants that goods sold under this Sales Contract shall be free from defects in material and workmanship at the time of delivery. The Customer is obligated to inspect the goods immediately upon delivery and notify the Company of any defects in writing no later than 14 days after delivery, with detailed particulars of the goods and defects specified therein. Failure by the Customer to comply with these obligations shall constitute acceptance of the goods as defect-free. The Company reserves the right to reject all shortage claims not duly and promptly submitted; in any event, any claims submitted more than fourteen days after each delivery shall be rejected.
7.2 The same right of rejection (cancellation) or damages provision under UCC Section 2-601 shall apply after delivery. The Company warrants the goods to be free from defects in material and workmanship for 12 months after the goods are put into use, but no more than 18 months after the transfer of risk (pursuant to Clause 6.2 or any alternative agreement). During this period, the Company may, at its discretion, replace or repair the goods or issue a credit note for non-conforming goods. This warranty period shall be reduced proportionally if the daily usage of the goods exceeds the agreed scope.
7.3 Notice of defects must be given promptly and no later than fourteen days after expiry of the period specified in Clause 7.2. Failure by the Customer to notify the Company of defects in writing within the stipulated time limit shall result in forfeiture of the right to claim remedy for defects. If a defect is likely to cause damage, the Customer shall notify the Company immediately; otherwise, the Customer shall bear the risk of loss arising from failure to notify.
7.4 The warranty shall only apply if alleged non-conforming goods are confirmed by the Company’s inspection to have defects in material and workmanship. The warranty shall not apply if the Company’s inspection reveals improper installation, lubrication or use of the products. Return of alleged non-conforming goods shall only be permitted upon the Company’s explicit instruction, with freight costs borne by the Company.
7.5 If the Customer submits a warranty claim and no defect attributable to the Company is found, the Company shall have the right to recover all costs incurred by reason of such notification.
7.6 If the Company upholds a warranty claim under Clause 7 following its inspection, the Company shall bear the cost of repairing the defects within a reasonable time or directly ship replacement goods free from defects in material and workmanship. If the Company fails to fulfill its warranty obligations within a reasonable time, the Customer may serve written notice and set a grace period for completion of warranty remedies. If the Company still fails to perform within such deadline, the Customer may arrange replacement of non-conforming goods through a third party. Reimbursement by the Company for reasonable costs incurred shall fully discharge the Company’s liability for the said defects, and shall in no event exceed the contract value of the warranted goods.
7.7 If the Company determines that defects in any non-conforming goods cannot be resolved by repair or replacement, the Customer’s sole remedy shall be a refund of the purchase price or the portion of the purchase price already paid by the Customer.
7.8 Where defects in a repaired part of the product are remedied, the same terms and conditions shall apply to the repaired or replaced part for a period of 12 months. For the remaining part of the product, the period specified in Clause 7.3 shall be extended only by the period during which the product was out of service due to the defect.
7.9 The Customer shall bear all costs of dismantling and reassembling equipment to rectify defects. The Company shall assume no liability for dismantling or reassembly of defective parts. The Company shall be deemed to have fulfilled its warranty obligations upon delivery of duly repaired or replaced parts to the Customer. If products and/or components are shipped to the Company for defect repair, transportation costs arising from the Company’s liability shall be borne by the Company.
7.10 Replaced defective parts shall become the property of the Company.
7.11 The Company shall not be liable for any indirect damages, whether arising during or after performance of the Contract.
7.12 Where specific quality or fitness for a particular purpose of goods is expressly stipulated, such quality or fitness shall be deemed expressly warranted in writing.
7.12 No warranty shall apply save as expressly provided in Clauses 7.1 to 7.11:
7.12.1 Defects arising from materials or designs supplied by the Customer;
7.12.2 Defects arising after the transfer of risk pursuant to Clause 6.2 (or any alternative agreement);
7.12.3 Defective parts supplied by third parties, provided the Company shall assign all corresponding claims against such third parties to the Customer;
7.12.4 Failures or damage caused by abnormal use, improper maintenance by the Customer or its agents, modifications made by the Customer without the Company’s written consent, negligence or improper handling and storage;
7.12.5 Consequences of unprofessional modification or repair carried out by unauthorized persons;
7.12.6 Sales of used goods;
7.12.7 Goods located outside the original Customer’s premises;
7.12.8 Failure by the Customer to perform its obligations under the Contract, save for circumstances of force majeure or where the Customer is legally entitled to refuse performance.
7.13 Remedies under Clause 7 shall constitute the Customer’s exclusive remedy for breach of this warranty or any other claims relating to defective goods. The Company makes no express or implied warranties (including without limitation merchantability or fitness for a particular purpose) except as otherwise expressly stipulated herein. The primary purpose of this exclusive remedy is to provide repair and replacement of defective goods to the Customer. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Company is willing and able to repair or replace defective goods in accordance with the stipulated terms.
8. Consequential Damages and Losses
8.1 The Company’s total liability for any claims, damages, losses or liabilities arising out of performance of this Contract or the goods covered hereby, including without limitation repair or replacement of goods during the warranty period, shall not exceed the sales price of the individual specific product giving rise to the Buyer’s claim.
8.2 In no event shall the Company be liable for any special, indirect, consequential or punitive damages, including without limitation loss of use of production facilities or equipment, loss of profits, production loss, loss of contract or any other indirect losses, whether incurred by the Buyer or any third party, regardless of whether such claims or damages are based on contract, warranty, negligence, strict liability or otherwise.
8.3 Relevant provisions of the U.S. Product Liability Law prohibit disclaimer of liability for personal injury or damage arising from private use or consumption of goods. The U.S. Product Liability Law shall not apply to goods leaving the territory of the United States if foreign jurisdictions adopt more lenient strict liability standards for similar products.
9. Force Majeure
9.1 Either party shall have the right to suspend performance of its obligations if performance is hindered or unreasonably burdensome by industrial disputes or other circumstances beyond the reasonable control of the parties, including fire, war, general military mobilization, riots, requisition, seizure, embargo, power usage restrictions, and defects or delivery delays of subcontractors caused by any of the foregoing circumstances.
9.2 Circumstances referred to in this Clause, whether arising before or after contract formation, shall only entitle a party to suspend or extend delivery if their impact on contract performance was unforeseeable at the time of contract formation.
9.3 The party claiming to be affected by Force Majeure shall promptly notify the other party in writing of the occurrence and termination of such circumstances.
9.4 If either party suffers unreasonable or unfair prejudice due to delay caused by Force Majeure, such party shall have the right to terminate the Contract upon written notice.
10. Retention of Title
10.1 Title to delivered goods, including technical documentation, shall remain vested in the Company until all proprietary claims of the Company against the Customer are fully satisfied.
10.2 The Customer shall immediately notify the Company upon becoming aware of any attachment or other infringement of the Company’s title by any third party.
10.3 If the Company holds proprietary claims of the same nature against the same Customer arising from transactions other than those specified in Clause 10.1, title to all goods supplied to the Customer shall remain vested in the Company until all such claims are fully satisfied. If the value of provided security exceeds the secured claim by more than twenty percent, the Company shall be obligated to release part of the security at the Customer’s request.
10.4 If the Customer fails to make any payment when due, the Customer shall, upon notice from the Company, be obligated to return goods subject to the Company’s retention of title, without prejudice to other rights of the Company. In such case, the Customer shall bear all risks and costs of transporting such goods back to the Company. For so long as the goods remain the property of the Company, the Customer shall bear insurance costs for the goods.
10.5 If goods subject to retention of title are incorporated into or assembled into a new article which becomes the property of the Customer, the Customer hereby agrees to transfer co-ownership of the new article to the Company and act as custodian of the article free of charge. The Company’s co-ownership share shall be determined in proportion to the value of the retained-title goods to the total value of the new article. The Customer hereby assigns to the Company all claims against its own customers arising from the resale of goods subject to retention of title. If goods sold together with retained-title goods are not the property of the Company, the Customer shall assign to the Company a portion of claims arising from such sale equivalent to the invoiced value of the retained-title goods. If only part of the retained-title goods are owned by the Company and resold, the proportionate share of claims from resale attributable to the Company shall equal the Company’s ownership percentage in such goods. The Company authorizes the Customer to collect any claims arising from further resale of retained-title goods. The Customer shall provide the Company with all information and documents necessary for the enforcement of its rights upon request.
10.6 If the law of the country where goods are located after delivery does not permit the Company to retain title to the goods, the Company shall be entitled to exercise rights closely related to the foregoing to the fullest extent permitted by applicable law. The Customer shall assist the Company in taking all necessary measures to protect the Company’s title and other aforesaid rights.
10.7 Retention of title under Clauses 10.1 to 10.6 shall not affect the transfer of risk pursuant to Clause 6.2 (INCOTERMS).
11. Intellectual Property Rights
11.1 The Company shall assume no liability if the manufacture of supplied goods is based on specifications or drawings provided by the Customer, or if the application of the goods infringes third-party rights.
11.2 The Customer shall indemnify and hold harmless the Company against any losses, costs, liabilities or expenses arising from actual or alleged intellectual property infringement resulting from goods manufactured in accordance with the Customer’s specifications.
12. U.S. Export Administration Regulations (EAR)
12.1 The U.S. Export Administration Regulations (EAR) establish the U.S. export control regime governing the export of dual-use items and technologies. "Dual-use items" refer to goods including software and technology that can be applied for both civilian and military purposes.
12.2 In compliance with the U.S. Export Administration Regulations (EAR), the Company declares that all products handled within its business scope are general mechanical components intended exclusively for civilian use.
12.3 The Customer shall indemnify and hold harmless the Company against any losses, costs, liabilities or expenses arising from actual or alleged violation of the U.S. Export Administration Regulations (EAR).
13. Confidentiality
13.1 The Customer shall keep all technical documents and proprietary technology strictly confidential and shall not disclose them to any third party. The Customer shall not use such technical data or proprietary technology for any purpose outside the scope of this Contract.
13.2 This confidentiality obligation shall survive the expiration or termination of this Sales Contract.
14. Severability
14.1 If any provision of this Contract is or becomes invalid, the remaining provisions of the Contract and General Terms and Conditions shall remain in full force and effect. This shall also apply to matters intended by both parties but not addressed herein.
15. Drawings and Other Documents
15.1 The Company retains ownership and copyright of cost estimates, drawings and all other documents provided to the Customer. Such documents shall not be used for any purpose not authorized by the Company nor disclosed to any third party.
16. Governing Law and Jurisdiction
16.1 The validity, construction and interpretation of all documents relating to this sale, as well as the rights and obligations of the parties, shall be governed by the laws of the State of Illinois, USA (the Company’s state of domicile), excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2 For all disputes arising out of the contractual relationship between the Company and its counterparty (the Customer), where the disputed amount, excluding court fees and legal costs, is less than USD 200,000, the competent local court shall be the Cook County Circuit Court, Illinois.
16.3 All disputes arising out of the contractual relationship between the Company and its counterparty (the Customer) where the disputed amount, excluding court fees and legal costs, exceeds USD 200,000 shall be finally settled by arbitration under the ICC Rules of Arbitration, with a tribunal of three arbitrators appointed in accordance with such Rules. The place of arbitration shall be Chicago, Illinois, USA. The arbitration language shall be English. Either party shall have the right to avail itself of the ICC Pre-Arbitral Referee Procedure conducted under its Rules for Pre-Arbitral Referee Proceedings. Nothing herein shall preclude either party from applying to a competent court for urgent conservatory or interim measures, which the arbitral tribunal shall also have the power to order.
16.4 Any dispute arising from the interpretation of Clauses 16.2 and/or 16.3 shall be finally settled by arbitration under the ICC Rules of Arbitration with a tribunal of three arbitrators appointed in accordance with such Rules. The place of arbitration shall be Chicago, Illinois, USA. The arbitral tribunal shall determine its jurisdiction based on the disputed amount. The specific provisions of Clause 16.3 shall apply mutatis mutandis.