Terms and conditions
To offer a safe and secure shopping experience, 3BG Supply Co (“3BG”), a Delaware Corporation, with its principal offices located in Indiana, has established these Terms and Conditions (“Terms”) for any user, viewer, or buyer (“Buyer” or “you”) our at www.3bgsupply.com (the “site”). These Terms apply to the purchase and sale of all products and/or services offered on the site (the “Product(s)”). These Terms are subject to change by 3BG (referred to as 'us' or 'we') without prior written notice at any time, in 3BG’s sole discretion. All content included on this site, such as text, graphics, logos, button icons, images, audio clips and software, is the property of 3BG or its suppliers and protected by U.S. and International copyright laws. All trademarks, service marks, and trade names are proprietary to 3BG. All other trademarks not owned by 3BG or its subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by 3BG. Photographs displayed on our site are courtesy of the respective manufacturers. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. All software used on this site is the property of 3BG or its software suppliers and protected by U.S. and International copyright laws and may not be reproduced, modified, distributed, transmitted, or republished.
REJECTION OF BUYER’S TERMS
3BG SHALL NOT BE DEEMED TO HAVE WAIVED THESE TERMS IF IT FAILS TO OBJECT TO TERMS APPEARING IN BUYER’S PURCHASE ORDER, AND BUYER’S ACCEPTANCE OF PRODUCTS CALLED FOR IN SUCH PURCHASE ORDERS SHALL CONSTITUTE BUYER’S ACCEPTANCE OF THESE TERMS. NOTWITHSTANDING ANY PROVISIONS CONTAINED IN BUYER’S PURCHASE ORDER, ACKNOWLEDGEMENT FORM, CONFIRMATION OR OTHER DOCUMENT ISSUED BY BUYER WHICH CONFLICT WITH THESE TERMS, THESE TERMS SHALL APPLY AND ANY TERMS OR CONDITIONS CONTAINED IN BUYER’S PURCHASE ORDER, ACKNOWLEDGEMENT FORM, CONFIRMATION OR OTHER DOCUMENTS WHICH ARE CONTRARY OR INCONSISTENT WITH THESE TERMS ARE REJECTED AND SHALL NOT BE BINDING UPON 3BG UNLESS SPECIFICALLY IDENTIFIED AND ACCEPTED IN WRITING BY A DULY AUTHORIZED AGENT OF 3BG. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT OBTAIN PRODUCTS FROM THIS SITE.
PROPOSALS, PRICE QUOTATIONS, AND ORDER PROCESSING
Proposals are valid for thirty (30) days. All proposals are based on the current market price of material. 3BG reserves the right to adjust prices based on the price of material on the date of order acknowledgement, or in the case of delayed or multiple production releases, on the date or dates of such releases. Further, your receipt of an electronic order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept, decline or limit your order for any reason, whether or not your credit card has been charged. We may require additional verifications or information before accepting any order. Once you have placed an online, phone, or other type of order, you have entered into a contract to purchase (these Terms together with such order, the “Contract”) and your credit card will be charged immediately. We make every effort to maintain the availability of our site. However, should we experience technical difficulties, we are not responsible for orders that are not processed or accepted.
DELIVERY QUANTITIES, PACKAGING, LOSS AND DELAY
Buyer acknowledges that the Products ordered are to be sourced by or manufactured for 3BG to fulfill Buyer’s order. Buyer acknowledges that stated delivery dates are approximate and 3BG reserves the right to adjust shipment schedules. Products will be packed and packaged in accordance with customary commercial practice for domestic (lower 48) shipment. Orders DO NOT always ship the same day. If you need priority delivery then please contact us by phone for immediate attention. Export or other special packaging will be at an additional charge to Buyer. All Products will be shipped Ex Works (EXW – Incoterms 2013) from the Products’ manufacturer or supplier facility. Title to and risk of Product loss or damage will pass to Buyer upon delivery of the goods to the carrier. 3BG will not be liable for damages, costs or expenses including, without limitation, general, consequential or liquidated damages, due to any loss, delay or nondelivery caused by delays of manufacturers or suppliers, acts of God or the public enemy, compliance with any applicable foreign or domestic government regulation or order (whether or not it proves to be invalid), fires, riots, labor disputes, unusually severe weather, breakdown of essential machinery, material shortages, inability to obtain labor or materials from usual sources, or any other cause beyond the reasonable control of 3BG. In the event of any such delay, the time of 3BG’s performance will be extended for as many days as required to eliminate such causes.
INSPECTION AND ACCEPTANCE
Buyer is responsible for inspecting all Products immediately upon receipt by Buyer – or for drop shipments by 3BG, upon receipt by the third party to whom 3BG ships Products at Buyer’s direction – to determine their conformance to Buyer’s order and to determine their condition and suitability for their intended end use. Products damaged during shipment and all claims relating thereto must be made with the freight carrier in accordance with such carrier’s policies and procedures. Claims for Products damaged during shipment are not covered under the limited warranty provisions of these Terms. If defective or nonconforming Products tendered by 3BG do not fully comply with the provisions of the Contract, and those Products are rejected timely by Buyer, 3BG will have the right to cure within a reasonable time after notice by substituting a conforming tender whether or not the time for performance has passed. Any rejection of Products by Buyer must be within thirty (30) days from date of delivery.
Unless otherwise provided, payment will be made in U.S. dollars at the prices stipulated within thirty (30) days after the date of invoice, unless otherwise stated in writing. Buyer will not delay payment for Products pending inspection. In addition to the stipulated purchase price, Buyer will pay any and all sales, excise, privilege, use or other taxes imposed by any federal, state, local or other taxing authority as a result of the sale, delivery or use of the Products. If the price included transportation or other shipping charges, any increase in such changes from the date of quotation or purchase order shall be paid by Buyer. If Buyer requests changes in the Products or delays progress of the manufacture or shipment of the Products, the Contract price will be adjusted to reflect any increases in 3BG’s costs caused by the changes or delay. We accept all major credit cards as well as Paypal payments. You represent and warrant that: (i) the credit card information you supply to us is true, correct and complete; (ii) charges incurred by you will be honored by your credit card company; and (iii) you will pay all charges incurred by you. Current billing address and phone information must be included with every order. You agree to pay interest on all past-due sums at the highest rate allowed by law. We retain a security interest in the Product(s) and all proceeds thereof until the full purchase price (including taxes and additional charges) has been paid. Payment must be received by us prior to our acceptance of an order, unless otherwise agreed by us in writing. All quoted prices and shipping costs are subject to change at anytime because of exchange rates, changes in shipping costs, manufacturer price changes and other extenuating circumstances.
If 3BG and Buyer have mutually agreed to the use of an Electronic Data Interchange system, e.g. email, text messages, online ordering systems (collectively, “EDI”) to facilitate purchase and sale transactions, Buyer agrees (i) that it shall not contest (a) any sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (b) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form; (ii) that it shall use proper security procedures to protect its EDI records from improper access; and (iii) that the records maintained by 3BG regarding EDI purchase orders issued by Buyer shall be controlling. If 3BG and Buyer have mutually agreed to an automated clearing house to facilitate purchase and sale transactions, the payment term in the purchase order shall be extended by five days.
Cancellation of all or any part of an order will be accepted by 3BG only if Buyer assumes liability and makes payment to 3BG for (i) up to 10% of the invoice price for administration costs (actual percentage to be determined in 3BG’s sole discretion); (ii) reasonable restocking, storage and handling charges; and (iii) and other special charges associated with the order. All of the foregoing cancellation charges will be determined by 3BG as of the time 3BG receives notice of the cancellation. If your credit card has already been charged for the purchase and your order is cancelled, we will immediately issue a credit to your credit card account in the amount of the charge less any charges set out above.
DEFAULT AND REMEDIES
For purposes of the Contract, Buyer’s default includes (i) the making of any false or inaccurate representation in the Contract, and (ii) the failure to observe or comply with any provision or covenant in the Contract. In the event of Buyer’s default, 3BG may seek all legal and equitable remedies including, without limitation, all rights provided by Article 2 of the UCC. 3BG shall be entitled to its attorneys’ fees, costs and expenses incurred in connection with Buyer’s default. In addition, in the event any invoice is not paid when due, 3BG, at its option, may suspend or condition further deliveries or may terminate the Contract, without notice or demand, and all unpaid balances shall become immediately due and payable. In the event Buyer fails to take delivery of any portion of the Product, including nondelivery as a result of 3BG’s termination for Buyer’s default, Buyer agrees to immediately pay to 3BG’s lost profits on the undelivered quantity of ordered Products. All amounts not paid when due shall be payable with all costs of collection, including 3BG’s attorneys’ fees, by the Buyer. Upon the occurrence of any default, if applicable, 3BG may set off against the indebtedness any amounts owing by 3BG to Buyer whether or not those amounts are immediately payable. 3BG shall have the right to require Buyer to make available the Products, the right to take possession of the Products with or without demand and with or without process of law, and the right to sell and dispose of the Products. If 3BG fails to perform its obligations under the Contract by failing to make available for delivery in a timely manner or failing to deliver the Product, Buyer may Notify 3BG that 3BG’s performance be remedied. Upon receipt of notice from Buyer, 3BG has 30 days to remedy the specified failure in performance. If the 3BG does not remedy the specified failure in performance within 30 days of the notice from Buyer, Buyer may, as its sole remedy, terminate the Contract with ten days’ notice to 3BG.
INSTALLATION; WORK BY OTHER
Buyer agrees to: (i) install the Products in accordance with any and all instructions provided by the manufacturer and/or 3BG; and (ii) defend and indemnify 3BG against any and all damages, suits, causes of action, claims and expenses arising directly or indirectly out of Buyer’s failure to install, operate or use the Products according to the manufacturer and/or 3BG’s instructions. Unless agreed in writing, 3BG will have no responsibility for labor or work of any nature relating to installation, operation or use of the Products all of which will be performed by Buyer or others. Buyer expressly acknowledges and agrees that it will furnish ancillary and safety devices as may be deemed necessary or appropriate by Buyer or required by law (including OSHA standards) relating to Buyer’s intended use of the Products. Buyer is responsible for determining that the Products are installed and operated in accordance with all applicable laws, regulations, rules and ordinances.
BUYER’S FINANCIAL STATUS
If, before completion of an order by 3BG, Buyer becomes insolvent, files a petition in bankruptcy or makes an assignment for the benefit of creditors, 3BG may, in its sole discretion, immediately terminate the Contract and seek all available remedies.
3BG makes no warranty concerning the Products purchased and/or shipped from its manufacturers or suppliers. Buyer’s sole remedy under this warranty is limited to the warranty provided by the supplier and/or manufacturer of the Products. Transportation charges for return and reshipment of Products will be paid by Buyer unless the supplier or manufacturer warranty provides otherwise. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF (A) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND (B) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM 3BG’S NEGLIGENCE. THE PRICE PAID BY BUYER AND RECEIVED BY 3BG AND ALLOCATED IN THE CONTRACT TO ANY PRODUCTS OR SERVICE ALLEGED TO BE THE CAUSE OF ANY LOSS, DAMAGE OR LIABILITY TO BUYER WILL BE THE LIMIT OF 3BG’S LIABILITY, WHETHER FOUNDED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), ARISING OR RESULTING FROM (A) THE CONTRACT OR THE PERFORMANCE OR BREACH THEREOF; (B) THE DESIGN, MANUFACTURE, DELIVERY, SALE, REPAIR, OR REPLACEMENT OF ANY PRODUCTS SOLD HEREUNDER; OR (C) THE USE OF ANY SUCH PRODUCTS OR THE FURNISHING OF ANY SUCH SERVICE.
LIMITATION OF LIABILITY
3BG DISCLAIMS, AND BUYER HOLDS 3BG HARMLESS FROM, ANY LIABILITY FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD 3BG HARMLESS FROM ANY CLAIMS OR LIABILITY ARISING FROM USE OF THE PRODUCTS, WHETHER SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR PRODUCTS. 3BG shall not be liable for damages, whether arising from performance of 3BG’s obligations under the Contract, tort (including negligence), or otherwise for loss of anticipated profits, loss by reasons of plant shutdown, non-operation or increased expense of operation, service interruption, claims of customers, cost of money, loss of use of capital or revenue, or for any special, incidental, or consequential loss or damage. Buyer agrees to defend, indemnify and hold harmless 3BG from and against any and all liability, losses, damages, costs, claims, lawsuits, judgments, settlements and expenses, including, without limitation, attorneys’ fees and court costs, arising from or related to the Contract or 3BG’s performance under the Contract. 3BG’S PRODUCTS ARE SOLD FOR GENERAL INDUSTRIAL USES. OTHER USES ARE NOT WARRANTED. FOR EXAMPLE, 3BG DOES NOT WARRANT OR RECOMMEND ITS PRODUCTS FOR USE IN AMUSEMENT RIDES, AIRCRAFT, TRAINS, NUCLEAR FACILITIES, OR SIMILAR APPLICATIONS.
LIMITED LIABILITY, REMEDIES AND DISCLAIMERS FOR SURPLUS PRODUCTS
3BG PREDOMINATELY SELLS OEM MANUFACTURED PRODUCTS, BUT OCCASIONALLY SELLS UNUSED SURPLUS PRODUCTS. UNLESS OTHERWISE EXPRESSLY INDICATED BY 3BG IN WRITING, SURPLUS PRODUCTS CARRY NO WARRANTY FROM THE ORIGINAL MANUFACTURER COVERING THE SURPLUS PRODUCTS. IN ANY EVENT, THIRD PARTY VENDOR OR SUPPLIER’S LIMITED WARRANTY, IF ANY, IS BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM ARISING OUT OF, OR IN ANY WAY RELATED TO, ANY ALLEGED DEFICIENCY OR DEFECT IN THE SURPLUS PRODUCTS SOLD BY 3BG; REGARDLESS OF THE NATURE OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED. 3BG DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE FOLLOWING (AND ANY SIMILAR WARRANTIES): MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FOR INTENDED USE BASED ON ANY CLAIM RELATED TO A SURPLUS PRODUCT. FURTHER, 3BG STRONGLY DISCOURAGES THE USE OF SURPLUS PRODUCTS FOR APPLICATIONS WHERE THE EQUIPMENT MANUFACTURER, REGULATORY AGENCY, OR FACILITY OPERATOR SPECIFIES THAT THE REPLACEMENT PRODUCT BE OBTAINED DIRECT FROM THE COMPONENT MANUFACTURER OR THE COMPONENT MANUFACTURER’S AUTHORIZED DISTRIBUTION CHANNEL. IF BUYER HAS ANY QUESTIONS ABOUT EXCLUDED USES, BUYER MUST INQUIRE OF 3BG.
3BG’S TECHNICAL INFORMATION
Any technical information or data that 3BG may disclose to Buyer with respect to the manufacturers or suppliers of the Products shall not be reproduced or disclosed to others by Buyer unless such information or data is specifically required to be delivered under the Contract together with rights of reproduction and disclosure. Buyer shall not, without first obtaining written consent of 3BG, advertise, publish, or issue any news releases or make any public announcements, denials, or confirmations concerning the fact that 3BG has furnished or contracted to furnish Buyer the goods or services or work to be done and/or provided by 3BG.
IMPORT AND EXPORT
Buyer will pay all handling and other similar costs from 3BG’s facilities including the costs of freight, insurance, export clearances, import duties and taxes. The export and re-export of U.S. items is subject to regulatory requirements of the Export Administration Regulations (EAR), the Foreign Trade Regulations (FTR), International Traffic in Arms Regulations (ITAR) and other U.S. laws and regulations (collectively the “Regulations”). If at any time Buyer chooses to export/re-export products purchased from 3BG, Buyer is required to comply with all the requirements under the Regulations. Certain bearings are highly regulated by the EAR and ITAR and require export licenses to ship out of the United States. If Buyer is unfamiliar with these regulations, Buyer should consult an attorney or U.S. government agency for assistance. Failure to comply with the Regulations may result in large financial and even criminal penalties. Buyer hereby acknowledges that compliance with the Regulations is the responsibility of Buyer and not the responsibility of 3BG. These compliance requirements include, without limitation, the following: (1) not selling, exporting, re-exporting, transferring or diverting any Product purchased from 3BG to any person, entity, country to which the export or re-export is prohibited by the Regulations; and (2) obtaining export licenses when required by the Regulations. Buyer acknowledges that it is subject to the Regulations and agrees to indemnify, defend and hold harmless 3BG and its affiliates against all costs or damages that arise out of or relate to Buyer’s failure to comply with the Regulations.
No government contract regulations or clauses will apply to the Products or any order for Products or act to bind 3BG unless specifically agreed to by 3BG separately in writing signed by 3BG’s President. Unless Buyer notifies 3BG in writing in advance, Buyer warrants that it will not submit any request for or order to purchase Products from 3BG that Buyer knows or has reason to know will be used in the performance of a U.S. government contract or subcontract which incorporates or is subject to federal regulations expressly or by reference, including without limitation the Federal Acquisition Regulation (FAR), Defense Acquisition Regulation (DFAR), Armed Services Procurement Regulations (ASPR), and Cost Accounting Standards (CAS). Buyer agrees to indemnify, defend, and hold 3BG harmless against any loss, liability, or damage of any kind that 3BG incurs in connection with a breach of that warranty.
Any notice, designation, consent, delivery, approval, offer, acceptance, statement, request, or other communication required or allowed under the Contract (“notice” or in the verb form “notify”) shall be in writing. Any action required under the Contract that is a term within the definition of “notice” also shall be in writing. All notices required in the Contract shall be deemed effective if made in writing and delivered to the recipient’s address listed on the first page of the purchase order by any of the following means: (i) EDI, (ii) registered or certified mail, postage prepaid, with return receipt requested, (iii) first class or express mail, postage prepaid, or (iv) overnight courier service. Notice made in accordance with this Section shall be deemed delivered upon receipt if delivered by hand, upon being sent if by EDI to a confirmed electronic address, on the third business day after mailing if mailed by first class, registered, or certified mail, or on the next business day after mailing or deposit with an overnight courier service if delivered by express mail or overnight courier. Refusal by a party to accept a notice shall not affect the giving of the notice.
These Terms and the Contract (and any document specifically incorporated herein) contain all of the Terms of the agreement between 3BG and Buyer as to the matters contained herein, to the exclusion of any other Terms, including those set forth on purchase orders used by Buyer. The Contract constitutes the entire agreement between the Buyer and 3BG and, upon acknowledgment, becomes a binding contract subject to the Terms set forth herein. Commencement of performance shall be conclusive evidence of the 3BG’s and Buyer’s approval of, and consent to, the Terms. Each shipment received by Buyer from 3BG shall be deemed to be only upon the Terms contained in the Contract, notwithstanding any Terms that may be contained in any acknowledgment, invoice, or other form of 3BG and notwithstanding Buyer’s act of accepting or paying for any shipment or similar act of Buyer.
MODIFICATION, WAIVER AND INVALIDITY
No modification or waiver of the Contract or any of the Terms or provisions will be valid unless agreed to in writing by 3BG. Waiver by either party of a breach of any of the Terms of the Contract will not constitute a waiver of any other breach of the same or any other term and the failure to enforce a breach of the Contract shall not be construed as a waiver of the right to enforce such breach at a later time or to enforce any other breach. The unenforceability of invalidity of any provision of the Contract will not affect the enforceability or validity of any other provision.
Buyer acknowledges that taxes and fees are subject to change from time to time without notice. Buyer shall pay all federal, state, or local taxes or charges relating to the sale, delivery, or use of the Products. Buyer shall be responsible for all taxes whether existing at the time of execution of the Contract or subsequently imposed.
Buyer shall carry and maintain comprehensive general public liability insurance, including contractual liability, bodily injury and property damage, workmen’s compensation, and employer’s liability insurance throughout the term of the Contract and any extension of the Contract.
The Contract may not be assigned in whole or part without the prior written consent of the other party.
APPLICABLE LAW AND VENUE
This site is controlled by us from our offices in Indiana (USA). By accessing this site, both of us agree that the statutes and laws of Indiana, without regard to the conflicts of laws principles thereof, will apply to all matters relating to the use of this site and the purchase of Product(s) available through this site. Any cause of action brought by you against us or our affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred. Each us agree that personal/exclusive jurisdiction and venue for any cause of action arising between us shall be in the Indiana state courts having subject matter jurisdiction and located in Allen County, Indiana.
In the event of any litigation regarding the construction, enforcement, or validity of the Contract and these Terms, in addition to any other relief, 3BG shall be entitled to recover its reasonable costs incurred, including attorneys’ fees.
AUTHORITY TO SIGN
Each person signing or delivering any document to the other party in a representative capacity on behalf of a party warrants and represents to each other party that (i) he has the actual authority and power to so sign, and to bind his principal to the provisions of the Contract, and (ii) all entity action necessary for the making of the Contract has been duly taken. Buyer represents and warrants that Buyer has complied with all rules, regulations and laws relating to the authority of Buyer to execute and perform the obligations under the Contract.
The parties agree that the Contract may be transmitted by them for execution by electronic means. The parties intend that electronic signatures shall be binding on them. However, if a notice is transmitted electronically, the notice shall not be deemed given in accordance with Section 15.
No amendments, modifications, alterations, or additions to the Contract or these Terms shall be binding unless made in writing and signed by the parties.
Buyer waives trial by jury as to any dispute, claim or cause of action arising under or relating to the Contract.
The judicial rule of construction requiring or allowing a document to be construed to the detriment or against the interests of the document’s maker or drafter shall not apply to the Contract or these Terms. The section headings in these Terms are included solely for convenience, and shall in no event affect or be used in connection with the interpretation of these Terms or the Contract.
The descriptions of Product(s) that are posted on our site are the representations of our suppliers. We are not responsible for the accuracy of such descriptions, nor are we responsible for typographical, pricing, Product information, advertising or shipping errors. In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information received from our suppliers, we shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged.