WheelTime Exchange Standard Terms and Conditions Vendor Name: Date: Program Description: ZF Services North America, LLC (ZFSNA) 9/1/2015 ZF SACHS Heavy Duty Clutch and Shocks Initial Order Set-up Orders containing multiple drop ship locations under one purchase order must contain at a minimum : 1) Requested part numbers and quantities to each location 2) Ship to address for each location Customer Service: 1-800-321-0784 or 734-737-8802 Customer Service Email: cvclutch@zf.com www.sachsheavyduty.com Please mail remittances to: ZF Services NA, LLC PO Box 101260 Atlanta, GA 30392-1260 Placing Orders All orders placed via WheelTime Exchange Fax: 888-559-4772 Email: orders@wheeltime.com Minimum Billing: The minimum order is $50.00, net; backorders are excluded from this requirement. Any order submitted to ZFSNA that is below the $50.00 minimum may be subject to a $10.00 service charge. 1
Emergency Orders: Placing Orders (cont.) Drop shipments: Pricing: Clutch = 72-Piece pricing based on current price list as of January 2012. Trailer load pricing also available at a 192 minimum purchase quantity mix/match. An additional 4% reduction in price will be allocated above the 72-piece level. Shocks = 48 piece pricing on orders of 12 pieces or more. Additional discounts available at the 72 and 96 piece quantities Terms of Payment: Prepaid Freight: Net 30 days payment terms require that remittance is received at ZF Vernon Hills within 30 days of the invoice date. Freight (Canadian and US Details) Clutch = A minimum of 8 clutches (mix/match) from the drop ship program must be purchased from each location to receive the 72 piece pricing and freight pre-paid. Multiple drop ship locations are also available with trailer load orders. (Three drop ship locations is the maximum allowed for trailer load orders) Only clutch part numbers assigned drop ship pricing are included in the drop ship program. Product will be shipped within 2 weeks of receipt of order from our factory in Saltillo, Mexico. Freight will be prepaid to anywhere within the 2
continental United States and Canada. Orders with specific Freight Instructions: Shocks = Minimum order is 12-pieces mix/match to each location. Freight will be prepaid to anywhere within the continental United States and Canada. Orders will be shipped within 2 weeks or less from receipt of order. Orders less than 12-pieces will incur freight charges and will be shipped freight collect. Special requests to ship via UPS, etc. will be shipped prepaid and shipping charges will be added to the invoice. Freight Claims Procedure: Any claims as to products damaged or lost in-transit or as to quantity of products delivered to Distributor shall be deemed to have been waived unless notice of same is made to ZFSNA in writing within five calendar days from date of receipt of the delivery in question. In no event shall ZFSNA be liable for loss of profits or other incidental or consequential damages incurred by Distributor by virtue of any such occurrences. Loss or Damage (a) Title and risk of loss or damage passes to Distributor upon delivery to Distributor or to the carrier at the F.O.B. point or at the point of delivery to the initial carrier, whichever occurs first. Transportation Shortage/Damage Policy (a) ZFSNA endeavors to consistently use quality packaging materials and techniques with respect to its products and, when appropriate, uses its best efforts to engage reputable and reliable common carriers to transport its products. The liability of the common carrier is governed by the laws pertaining to interstate commerce. All freight claims should be filed by Distributor directly with the carrier and not with ZFSNA. However, in the event a shipment is tendered for delivery to Distributor with one or more package(s) either missing or damaged, ZFSNA suggests that Distributor abide by the following procedures: 3
(b) At time of delivery, verify count of pieces shown on carrier s delivery receipt. If there is a discrepancy (shortage/overage), notate the carrier s copy accordingly, i.e. short one box, short one skid, etc. Notate your copy in the same manner and obtain driver s signature. I. If any of the corrugated packages or cartons show visible evidence of possible tampering, theft or damage such as retaping, ripped/torn surfaces, open flaps, compressed sidewalls, holes/punctures, water damage, etc.: II. Unless the entire shipment or the majority thereof is virtually destroyed, accept the shipment. III. Immediately notify your ZFSNA Customer Service Representative who will assist you in requesting carrier inspection. In most cases, carrier inspection will occur the next day. All damaged packages suspected of having been pilfered must be held as is until carrier inspection has taken place. After carrier inspection, your ZFSNA Customer Service Representative will assist you in filing claims with the carrier and with disposing of the product. (c) After Delivery - Concealed Damage. Immediately notify your ZFSNA Customer Service Representative, who will assist you in requesting carrier inspection and advise as to disposition after carrier inspection. Damaged product and packaging must be held as is until carrier inspection has taken place. No adjustments can be made when concealed damage remains unreported more than 5 working days after receipt. (d) Warehouse Error. If a shipment is delivered in good order with all pieces accounted for and, upon inspection, shortages, overages, wrong parts, etc. are discovered, notify your ZFSNA Customer Service Representative. No adjustments can be made when warehouse errors remain unreported in excess of 5 working days after receipt of the shipment. ZFSNA will provide assistance and authorize disposition through your ZFSNA Customer Service Representative. ZFSNA will not accept returned merchandise or any other disposition unless prior approval has been given. 4
Replacement Orders: Refused Shipments: See Freight Claims Procedure Cancellations Ship or Cancel Orders Orders may be specified as ship or cancel if Distributor does not wish to receive backorders that may be generated by the original order Not available with drop ship program. Customer Pick-up On components shipped from the Vernon Hills, Il distribution center, contact Tracy Brewer at 847-478-5869 5
Warranty Clutch = Definition of Warranty (a) ZFSNA warrants to Distributor that products purchased by Distributor from ZFSNA shall be merchantable as of the date such products are delivered to a carrier for transportation or shipment. Any claim by Distributor that any product fails to conform to this warranty must be made within five (5) days after receipt by Distributor of such product. No product may be returned to ZFSNA by Distributor under any circumstances in the absence of ZFSNA s specific written instructions and issuance of a return authorization number. If products are found by ZFSNA to fail to conform to this warranty, ZFSNA will, at its option, replace such products or issue Distributor a credit for the purchase price paid by Distributor therefore. (b) The only other warranties made by ZFSNA that shall be applicable to products (or any component thereof) shall be such written warranties, if any, as may be made and furnished by ZFSNA to the retail purchasers thereof. Distributor shall comply with ZFSNA s instructions and with all applicable laws with respect to pre-sale availability and delivery of statements of such warranties to customers and prospective customers. ZFSNA shall incur no obligations whatsoever to Distributor with respect to such warranties. In no event shall Distributor make any warranties or representations with respect to products on behalf of ZFSNA. (c) The above warranty is the only warranty made by ZFSNA to Distributor with respect to products and is in lieu of all obligations or liabilities on the part of ZFSNA for damages, including, but not limited to, special, incidental or consequential damages arising out of or in connection with the sale, use or performance of products. (d) Except as expressly set forth in Section 11 of these published Terms & Policies, ZFSNA disclaims all warranties with regard to products sold to the distributor, including any implied warranties of merchantability and of fitness for a particular purpose. Distributor does not rely upon any representation, statement or other assertion with respect to the nature or quality of products. No person or establishment is authorized by ZFSNA to modify or add to this warranty. 6
ZF STANDARD LIMITED WARRANTY ZF Services North America, LLC will warranty the CV Clutch against defects in materials and workmanship, for a period of 1 year/unlimited miles. This limited warranty includes: Labor (Only if clutch is installed by OEM dealer, service center, or fleet customer approved by ZF) Parts This limited warranty does not include: Worn out product Mis-applied / mis-installed product Driver error Improper maintenance Towing Consequential damages Cost to lease a vehicle All warranty claims must be submitted on ZF warranty forms or on other claim forms approved by ZF. The warranty claim forms must be filled out completely. Photos of defective parts shall be attached in support of the warranty claim. Claims are required to be filed with ZF no later than sixty (60) days after defect occurred. Defective parts must be held at ZF s disposal until receipt of ZF s decision. In the event that ZF requests the part(s) for its own inspection, all freight charges will be prepaid by the customer. A copy of the warranty claim form must be enclosed with the returned defective parts shipment. For each return shipment, customer must obtain a return authorization number from ZF. Defective parts requested for return by ZF will be scrapped four (4) weeks after ZF s decision if no other instructions have been received. ZF endeavors to handle warranty claims received within four to six (4-6) weeks (time period begins after all documents required for the processing have been received Limitation of Liability: The warranty described in this statement shall be in lieu of any other warranty expressed or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. The remedies provided in this statement shall be the sole and exclusive remedy against ZF. ZF shall in no event be liable for any special, incidental or consequential damages resulting from late or non-delivery, use, sale, handling, or possession of any ZF clutch 7
thereof, or from any other cause whatsoever, or exceed the original purchase price of the clutch. This provision does not apply in case of willful violation of essential contractual duties, the seller is only liable - apart from in case of damage caused intentionally and by gross negligence on the part of the owner or management - for contract-specific, reasonably foreseeable damage. Nor does this provision apply when mandatory liability for personal injury or damage to property exists under the Law on Liability for Defective Products or due to lack of characteristics which were warranted. At ZFSNA s discretion this policy can be modified without prior notice, to include the audit of alleged warranties by ZFSNA technical person(s) including the return of all alleged warranties for inspection to ZFSNA. Factors determining modifications of warranty procedure: 1. Warranty rate percent of alleged defects above average for distribution channel for product line. 2. High average number of alleged defective units per inspection. 3. Abnormal warranty problems that affect service to distribution channel. 4. Other reasons as determined by ZF Services North America. Shocks= Warranty is 3 years/300,000 miles, parts only for over the counter sales: Warranty is 3 years/300,000 miles parts and labor if component is installed by dealer, approved fleet, or repair facility. All WheelTime locations will be extended labor for warrantable shock failures as defined in the ZF CV Shock warranty coverage document. The shock must be installed by an authorized WheelTime location in order for the labor to be paid. 8
Clutch = Annual Stock adjustment Stock Adjustment Privilege ii) Part numbers which are no longer listed in the current ZFSNA Suggested Jobber Price list or part numbers that have been discontinued will not be acceptable for return. iii) Part numbers which have been assigned a W popularity code rating in the current ZFSNA Suggested Jobber Price List will not be acceptable for return. iv) Qualified products are subject to the following: 1. Maximum return quantity may not exceed 5% of previous calendar year net purchases. 2. Credit will be issued at last purchase price. 3. 1-for-1 offsetting order required. 4. Requests for returns will be accepted for processing between February and October only. 5. All returns must be in saleable condition and in the original packaging. 6. A 15% re-stock charge may apply. 7. Only merchandise purchased directly from ZFSNA will be accepted. Returns Obsolescence Return Privileges v) Upon the introduction of a new price schedule and the identification of any newly obsolete ZFSNA products therein, Distributor will be allowed to return products identified in this price sheet as long as the return is made within 6 months* of the effective date of the price sheet. (a) Six-month deadlines that fall within our shut-down timeframe for returns (November thru January) will have the deadline extended by an equal amount of time. 3. Credit will be issued at last purchase price. 4. A 15% re-stock charge may apply. 5. Freight must be prepaid by Distributor. 6. 1-for-1 offsetting order required. 7. Requests for returns will be accepted for processing between February and October only. 8. All returns must be in saleable condition and in the original packaging. 9. Only merchandise purchased directly from ZFSNA will be accepted. 9
i) ZFSNA reserves the right to review and pre-approve, for all accounts, those part numbers submitted for return. A Return Authorization Number must be obtained from ZFSNA prior to initiating a return; unauthorized return shipments will be refused. For return authorization contact Tracy Brewer at 847-478-5869. Ordering and Shipping Errors See freight claims procedures Product Recall 10