Terms and Conditions

TERMS AND CONDITIONS OF SALE
SCHAEFFLER'S ACCEPTANCE OF YOUR ORDER IS EXPRESSLY CONDITIONED ON THE GENERAL TERMS AND CONDITIONS SET FORTH BELOW AND ALL TERMS STATED ON THE FACE OF THE ACKNOWLEDGMENT. THE CONTRACT SHALL NOT INCLUDE ANY DEVIATING OR ADDITIONAL TERMS, UNLESS EXPRESSLY AGREED TO IN WRITING AND SIGNED BY SCHAEFFLER 'S AUTHORIZED REPRESENTATIVE ON THE FACE OF SCHAEFFLER’S ACKNOWLEDGEMENT FORM.

Prices. The price(s) shown on the acknowledgment, reflect current pricing. Schaeffler reserves the right to charge the prices in effect at the time of shipment. Prices do not include any federal, state or local property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable to, measured by or imposed upon or with respect to the transaction, sale, value or use of the goods furnished hereunder (other than taxes based on net income). Customer shall pay or reimburse any such taxes which Schaeffler or its subcontractors or suppliers are required to pay or collect.

Payment and Security Terms. All invoices shall be paid within thirty (30) days from the date of invoice. Schaeffler reserves the right to change such payment terms at any time, either for the class of trade generally or, only with respect to Customer in the event that Schaeffler has reasonable grounds for insecurity as to payment. Schaeffler shall have the right at any time to demand cash payment on or before delivery in any instance in which Schaeffler determines that Customer's credit is less than satisfactory, or for other good cause.

Customer grants and Schaeffler reserves a purchase money security interest in the goods subject to this order, and in any proceeds of the goods, for the amount of the purchase price. Upon Schaeffler 's request, Customer shall sign any document required to perfect such security interest. Customer's full payment of the purchase price of the goods purchased hereunder shall release Schaeffler 's security interest.

Delivery Terms. Delivery is F.O.B. shipping point, unless Schaeffler decides, in its sole discretion, to provide for shipment.

Risk of Loss. The risk of loss of the goods shall pass to Customer upon delivery to the carrier at the shipping point unless transportation is provided by Schaeffler.

Shipment Dates. Schaeffler 's shall make reasonable efforts to meet any delivery date(s) requested by Customer, but Schaeffler will not be liable for its failure to meet such date(s).

Installments. Schaeffler may deliver the goods in two (2) or more installments.

Cancellation. Orders may not be cancelled or changed without the written consent of an authorized Schaeffler representative, which consent may be conditioned on payment of cancellation charges.

Patents. Schaeffler may discontinue shipment of any goods, the manufacture, sale, or use of which in its opinion would infringe a patent. This transaction does not grant Customer a license, express or implied, to practice or use any patented inventions or discoveries owned by Schaeffler. Schaeffler agrees to hold harmless and protect Customer against claims contained in legal actions arising from actual patent infringement by Schaeffler 's products, provided Customer promptly notifies Schaeffler in writing of any such claim and gives Schaeffler sole control of the defense of the claim and all related settlement negotiations.

Special Orders. In the case of orders for non-catalog goods, Customer agrees to accept delivery of ten (10) percent more or less than the amount ordered.

Limited Warranty. Schaeffler warrants only that the goods delivered hereunder will conform to its specifications and will be free from defects in material or workmanship. There are no warranties other than those contained in this Order Acknowledgment.

Schaeffler makes no warranty of merchantability or fitness for purpose of the goods covered by this order.

Acceptance, Rejection and Revocation. Goods shall be deemed to have been accepted and Customer's right to reject nonconforming goods shall expire five (5) business days after receipt of the goods. Customer's right to revoke acceptance of nonconforming goods shall expire ninety (90) days after delivery of the goods. If Customer rejects or revokes acceptance of any goods tendered under this order, or attempts to do so, Customer must notify Schaeffler in writing fully specifying all claimed nonconformities. The failure to specify any nonconformity shall constitute a waiver of that nonconformity. No returns may be made and no credits will be granted without Schaeffler 's prior written approval.

Notice of Breach of Warranty. If Customer discovers that the goods breach any warranty, Customer must notify Schaeffler in writing of the breach of warranty within seven (7) days after discovery of the breach. The notice must specify the facts constituting the alleged breach and must be sent by certified mail to Schaeffler 's address on the front of the order acknowledgment. Schaeffler shall have a reasonable opportunity to investigate any alleged breach of warranty before Schaeffler has any obligation to take any remedial action.

Remedies of Customer. Customer's exclusive remedy, and Schaeffler 's liability, for delivery of nonconforming goods or defective goods or any other breach of warranty are expressly limited, at Schaeffler 's option, to either replacement of the nonconforming or defective goods at the place of delivery, or refund of the purchase price with respect to such goods. Further, if practical, all defective or nonconforming goods must be returned to Schaeffler, charges prepaid, and with complete information as to service and maintenance. Schaeffler shall have no responsibility for goods which have been improperly installed, maintained or subjected to abuse in operation or assembly. Schaeffler shall not be responsible for any corrosion if Customer has not taken reasonable steps to prevent corrosion from occurring.

Limitation of Liability: The remedies of Customer set forth in these terms and conditions of sale are exclusive and shall in no event extend beyond twelve (12) months from the date of delivery. Customer assumes the risk and liability resulting from the use of the goods, whether used singly or in combination with other goods. Schaeffler shall in no case be liable for special, incidental or consequential damages arising from breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory. Such damages include, but are not limited to, loss of profits or revenue, loss of use of the goods, cost of capital, cost of any substitute goods, facilities or services, cost of any recall, or claims of customers or employees of Customer for any such damages.

Force Majeure and Allocation. Neither Customer nor Schaeffler will be responsible for any delay or failure of performance under this order (other than to make payments due hereunder) if such delay or nonperformance is ,caused by acts of God, floods, fires, explosions, storms, transportation difficulties, strikes, lockouts, or other labor or industrial disturbances, any law, rule, order or action of any court, agency or other instrumentality of the federal or any state or local government; or exhaustion, reduction, unavailability, or delay in delivery of any product or material necessary in the manufacture of the goods to be sold hereunder(regardless of whether or not such exhaustion, reduction, unavailability, or delay is beyond such party's control, provided only that the same is not willfully done or brought about for the purpose of excusing failure or inability to perform); or any other cause beyond a party's control whether or not similar in class or kind to those mentioned. If any of the events or contingencies referred to in this provision occurs, Schaeffler shall have the right to curtail deliveries or allocate its supply of goods for sale among all of its customers in any manner which in its sole discretion is fair and reasonable in the circumstances. Customer shall not hold Schaeffler responsible in any manner for losses or damages which Customer may incur as a result of such failure, curtailment or allocation by Schaeffler.

Time Limitations. Any action against Schaeffler for breach of these terms and conditions (including any breach of warranty) must be commenced within thirteen (13) months following delivery of the goods.

Sole Agreement. These terms and conditions contain the entire agreement between the parties with respect to the goods covered by this order. The agents, employees and representatives of Schaeffler are not authorized to make modifications to these terms and conditions, or to make additional warranties binding on Schaeffler. Any such additional statements, whether oral or written, do not constitute warranties and should not be relied upon by the Customer.