1. MODIFICATIONS OF SALES TERMS:

1. MODIFICATIONS OF SALES TERMS:
REGAL BELOIT CORPORATION ELECTRICAL GROUP TERMS AND CONDITIONS OF SALE
ALL QUOTATIONS ARE MADE AND ALL ORDERS ARE ACCEPTED BY REGAL BELOIT CORPORATION ELECTRICAL GROUP SUBJECT ONLY TO THESE TERMS AND CONDITIONS.
THROUGHOUT THIS DOCUMENT, REGAL BELOIT CORPORATION ELECTRICAL GROUP SHALL BE REFERRED TO AS SELLER.
1. MODIFICATIONS OF SALES TERMS: Any Terms and Conditions contained in
any purchase order or other form of communication from Seller’s customers which
are additional to or different from these Terms and Conditions shall be deemed
rejected by Seller unless expressly accepted in writing by Seller. In general, no
modification, amendment, waiver or other change of any of these Terms and
Conditions and those contained on the reverse side hereof and/or in attachments
hereto ("Terms and Conditions"), or of any of Seller’s rights or remedies thereunder,
shall be binding on Seller unless expressly accepted in writing by Seller’s authorized
officers. No course of dealing, usage of trade or course of performance shall be
relevant to explain or supplement any of these Terms and Conditions. In case of
conflict between the Terms and Conditions printed on this page and those contained
on the face side or in attachments hereto, the latter shall control. If any document
issued by any party hereto is sent by facsimile or another form of electronic
document transmission, the parties hereto agree that (a) the copy of any such
document printed on the facsimile machine or printer of the recipient thereof is a
counterpart original copy thereof and is a "writing", (b) delivery of any such
document to the recipient thereof by facsimile or such other form of electronic
document transmission is authorized by the recipient thereof and is legally sufficient
for all purposes as if delivered by United States mail, (c) the typewritten name of an
authorized agent of the party sending such document on any such document is
sufficient as a signature thereon on behalf of such party and the intent of such
signature is to authenticate the writing, and (d) an electronically stored and
reproduced copy of any such document shall be deemed to be legally sufficient
evidence of the terms of such document for all purposes.
2. ACCEPTANCE OF ORDERS: Acceptance by Seller of Buyer’s purchase order(s)
is expressly conditioned upon Buyer’s assent to these Terms and Conditions. Buyer
will be deemed to have assented to such Terms and Conditions unless Seller
receives written notice of any objections within fifteen (15) days after Buyer’s receipt
of this form and in all events prior to any delivery or other performance by Seller of
Buyer’s order.
3. QUOTATIONS: Quotations by Seller shall be deemed to be offers by Seller to
sell the Goods described therein subject to these Terms and Conditions, and
acceptance of such offers is expressly limited to acceptance by Buyer of all of these
Terms and Conditions within thirty (30) days from the date of the quotation.
Purchase orders submitted by Buyer for the Goods quoted by Seller shall be
subject to and will be deemed to constitute acceptance of these Terms and
Conditions. All purchase orders will be subject to approval by Seller.
4. PRICES; PRICE CHANGES: All prices are net F.O.B. shipping point and are
subject to change without notice. In the event of a change in Seller’s prices, the price
for Goods unshipped will be the price in effect on the date of shipment.
If Seller’s quoted price was based upon delivery to and acceptance by Buyer of
a specified quantity of Goods, such price shall be subject to adjustment if Buyer
does not accept the quantity at the times specified in Seller’s quotation, and Buyer
will be invoiced at Seller’s standard price without quantity discounts, if any, for the
quantity of Goods actually accepted by Buyer.
5. TAXES: In addition to any prices, Buyer shall pay the amount of any present or
future manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax,
duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature
whatsoever imposed by any governmental authority, on or measured by the
transaction between Seller and Buyer. In the event Seller is required to pay any such
tax, fee or charge, Buyer shall reimburse Seller therefor; or, in lieu of such payment,
Buyer shall provide Seller at the time the order is submitted with an exemption
certificate or other document acceptable to the authority imposing such tax, fee or
charge.
6. TERMS OF PAYMENT: All orders are subject to the approval of Seller. Terms of
payment are cash in full no later than thirty (30) days from date of shipment,
without discount. If, during the period of performance of an order, the financial
condition of Buyer is determined by Seller not to justify the terms of payment
specified, Seller may demand full or partial payment in advance before proceeding
with the work, or satisfactory security or guarantees that invoices will be promptly
paid when due, or, at its option without prejudice to other lawful remedies, may defer
delivery or cancel this contract. If delivery is deferred, the Goods may be stored as
provided in Section 9 hereof and Seller may submit a new estimate of cost for
completion based on prevailing conditions. If Buyer defaults in any payment when
due, or in the event any voluntary or involuntary bankruptcy or insolvency
proceedings involving Buyer are initiated by or against Buyer, then the whole
contract price shall immediately become due and payable upon demand, or Seller,
at its option without prejudice to its other lawful remedies, may defer delivery or
cancel this contract.
Prorata payments shall become due as shipments are made. If shipments are
delayed by the Buyer for any cause, payments shall become due from the date on
which Seller is prepared to make shipment and storage shall be the Buyer’s risk and
expense as provided in Section 9 hereof. If manufacture is delayed by the Buyer for
any cause, a partial payment based upon the proportion of the order completed
shall become due from the date on which Seller is notified of the delay.
7. DELIVERY; RISK OF LOSS: All sales are F.O.B. Seller’s plant or other point of
shipment designated by Seller. Shipping dates are estimates only which are not
guaranteed and are based upon prompt receipt from Buyer of all necessary
shipping and other information. Seller reserves the right to make delivery in
installments, all installments to be separately invoiced and paid for by Buyer when
due per invoice, without regard to subsequent deliveries.
Delivery of Goods to a commercial carrier at Seller’s plant or other loading point
shall constitute delivery to Buyer, and any risk of loss and further cost and
responsibility thereafter for claims, delivery, loss or damage, including, if applicable,
placement and storage, shall be borne by Buyer. When Goods are delivered by
Seller’s truck, unloading at Buyer’s dock shall constitute delivery to Buyer. Claims for
shortages or other errors in delivery must be made in writing to Seller within ten (10)
days after receipt of shipment and failure to give such notice shall constitute
unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or
damage to Goods in transit by common carrier must be made to the carrier and not
to Seller.
Freight and handling charges by Seller may not reflect actual freight charges
prepaid to the carrier by Seller due to incentive discounts earned by Seller based
upon Seller’s aggregate volume of freight tendered to a carrier or when a carrier
must be used which charges a rate which is different than the rate upon which
Seller’s freight and handling charges were based. When shipments are delivered
in Seller’s private trucks Buyer will be charged an amount approximating the
prevailing common carrier rate.
8. EXCUSABLE DELAYS; FORCE MAJEURE: Seller shall not be liable for any
ordinary, incidental, or consequential loss or damage as a result of Seller’s delay in
or failure of delivery or installation due to (i) any cause beyond Seller’s reasonable
control, (ii) an act of God, act of the Buyer, embargo or other government act,
authority, regulation or request, fire, theft, accident, strike, slowdown or other labor
disturbance, war, riot, delay in transportation, or (iii) inability to obtain necessary
labor, materials, components, or facilities.
Should any of the aforementioned events of force majeure occur, Seller, at its
option, may cancel Buyer’s order with respect to any undelivered Goods or extend
the delivery date for a period equal to the time lost because of delay. Notice of such
election shall be given promptly to Buyer. In the event Seller elects to so
cancel the order, Seller shall be released of and from all liability for failure to
deliver the Goods, including, but not limited to, any and all claims on behalf of Buyer
for lost profits, or any other claim of any nature which Buyer might have.
If shipping or progress of the work is delayed or interrupted by Buyer, directly or
indirectly, Buyer shall pay Seller for all additional charges resulting therefrom.
9. STORAGE: If the Goods are not shipped within thirty (30) days after
notification has been made to Buyer that it is ready for shipping, for any reason
beyond Seller’s control, including Buyer’s failure to give shipping instructions, Seller
may store the Goods at Buyer’s risk and expense in a warehouse or on Seller’s
premises, and Buyer shall pay all handling, transportation and storage costs at the
prevailing commercial rates promptly following Seller’s submission of invoices for
such costs.
10. WARRANTIES TO DISTRIBUTORS AND INDUSTRIAL OR COMMERCIAL
CUSTOMERS: This warranty is extended only to Seller’s distributors and industrial
or commercial customers and does not apply to consumer purchasers.
Warranty Period - Motors
The Seller warrants motors manufactured by or for it to be free from defects in
materials and workmanship and to conform to its written specifications for a period
of twelve (12) months from date of first use or eighteen (18) months from date of
manufacture, whichever period shall expire first.
Warranty Period - Generators
(a) The Seller warrants standby generators manufactured by or for it to be free
from defects in materials and workmanship and to conform to its written
specifications for a period of twenty-four (24) months from date of startup, thirty (30)
months from date of shipment, or one-thousand (1,000) hours in use,
whichever period shall expire first; (b) Seller warrants continuous duty generators
manufactured by or for it to be free from defects in materials and workmanship and
to conform to its written specifications for a period of twelve (12) months from date
of startup or eighteen (18) months from date of shipment, whichever period shall
expire first.
Certain Electrical Group Goods are warranted for different periods of time under
specific conditions. Buyer must consult the current product catalog or internet site to
confirm this warranty period.
Warranty Remedies - If, prior to expiration of the foregoing applicable warranty
period, any of such Goods shall be proved to Seller’s satisfaction to be defective or
nonconforming, Seller will repair or replace such defective Goods or
components thereof, F.O.B. Seller’s plant or other destination designated by Seller,
or will refund or provide Buyer with a credit in the amount of the purchase price paid
therefor by Buyer, at Seller’s sole option. Buyer’s exclusive remedy and Seller’s sole
obligation under this warranty shall be limited to such repair or replacement, F.O.B.
Seller’s plant or other destination designated by Seller, or refund or credit by Seller,
and shall be conditioned upon Seller’s receiving written notice of any defect within
a reasonable period of time (but in no event more than sixty (60) days) after it was
discovered or by reasonable care should have been discovered. In no event shall
Seller’s liability for such defective or nonconforming Goods exceed the purchase
price paid by Buyer therefor.
Exclusions - This warranty does not: (i) cover shipping expenses to and from
Seller’s factory or other destination designated by Seller for repair or replacement of
defective Goods or any tax, duty, custom, inspection or testing fee, or any other
charge of any nature related thereto, nor does it cover the costs of disassembling or
removing defective Goods or reassembling, reinstalling, or testing repaired or
replaced Goods or finishing the reinstallation thereof; (ii) apply and shall be
void with respect to Goods operated in excess of rated capacity or otherwise
not in accordance with installation, maintenance, or operating instructions or
requirements, to Goods repaired or altered by others than Seller or Seller’s
authorized service agencies, or to Goods which were subjected to abuse,
negligence, misuse, misapplication, accident, damages by circumstances beyond
Seller’s control, to improper installation (if by others than Seller), operation,
maintenance or storage, or to other than normal use or service; and (iii) apply to
equipment or components not manufactured by or for Seller. With respect to
Goods or components not manufactured by Seller, Seller’s warranty obligations
shall in all respects conform and be limited to the warranty actually extended to
Seller by its suppliers, but in no event shall Seller’s obligations be greater than those
provided under Seller’s warranty set forth in this Section 10.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER EXPRESS
AND IMPLIED WARRANTIES (EXCEPT TITLE), INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. NO EMPLOYEE, REPRESENTATIVE,
OR AGENT OF SELLER OTHER THAN AN OFFICER OF SELLER IS
AUTHORIZED TO ALTER OR MODIFY ANY PROVISION OF THIS SECTION 10
OR TO MAKE ANY GUARANTEE, WARRANTY, OR REPRESENTATION,
EXPRESS OR IMPLIED, ORALLY OR IN WRITING, WHICH IS CONTRARY TO
THE FOREGOING. Any description of the Goods, whether in writing or made
orally by Seller or Seller’s agents, specifications, samples, models, bulletins,
drawings, diagrams, engineering sheets or similar materials used in connection
with Buyer’s order are for the sole purpose of identifying the Goods and shall not
be construed as an express warranty. Any suggestions by Seller or Seller’s
agents regarding use, application or suitability of the Goods shall not be
construed as an express warranty unless confirmed to be such in writing by Seller’s
authorized officer.
11. LIMITATIONS OF LIABILITY; CONSEQUENTIAL DAMAGES:
Nuclear Use Disclaimer - Goods sold by Seller are not intended for use
in connection with any nuclear facility or activity. If so used, Seller disclaims all
liability for any nuclear damage, injury or contamination, and Buyer shall indemnify
and hold Seller, its officers, agents, employees, successors, assigns and customers
harmless from and against any and all losses, damages or expenses of whatever
form or nature (including attorneys’ fees and other costs of defending any action)
which they or any of them may sustain or incur, whether as a result of breach of
contract, warranty, tort (including negligence) or otherwise, by reason of such use.
Consequential Damage Disclaimer - Seller’s liability with respect to Goods
proved to its satisfaction to be defective within the warranty period shall be limited
to repair, replacement or refund as provided in Section 10 hereof, and in no event
shall Seller’s liability exceed the purchase price of the Goods involved. Seller shall
not be subject to any obligations or liabilities, whether arising out of breach of
contract, warranty, tort (including negligence) or other theories of law, with respect
to Goods sold or services rendered by Seller, or any undertakings, acts or
omissions relating thereto. Without limiting the generality of the foregoing, Seller
specifically disclaims any liability for property or personal injury damages, penalties,
special or punitive damages, damages for lost profits or revenues, loss of use of
Goods or any associated Goods, cost of capital, cost of substitute products,
facilities or services, downtime, shutdown, or slowdown costs, or for any other types
of economic loss, and for claims of Buyer’s customers for any such damages.
SELLER SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL,
INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. EVEN IF THE REPAIR
OR REPLACEMENT REMEDY SHALL BE DEEMED TO HAVE FAILED OF ITS
ESSENTIAL
PURPOSE UNDER SECTION 2-719 OF THE UNIFORM
COMMERCIAL CODE, SELLER SHALL HAVE NO LIABILITY TO BUYER FOR
CONSEQUENTIAL DAMAGES, SUCH AS LOST PROFITS, LOST REVENUE,
DAMAGE TO OTHER GOODS OR LIABILITY OR INJURY TO A THIRD PARTY.
12. INDEMNIFICATION BY BUYER: Buyer shall indemnify, hold harmless, and
defend Seller and Seller’s employees and agents from and against any and all
damages, liability, claims, losses, and expenses (including reasonable attorneys’
fees, court costs, and out-of-pocket expenses) arising out of or resulting in any way
from claims by customers of Buyer or third parties against Seller alleging a breach
of contract or warranty by Seller to the extent that such damages, liability, claims,
losses, and expenses which may be payable by Seller to Buyer pursuant to and as
limited by Seller’s warranty and damage obligations as contained in Sections 10 and
11 hereof so as to effectively limit Seller’s obligations to customers of Buyer or third
parties to those set forth in Sections 10 and 11 hereof.
13. PATENT INDEMNIFICATION: Seller will, at its own expense, defend or settle
any suits that may be instituted against Buyer for alleged infringement by the
Goods of any United States patent, provided that: (a) such alleged infringements
consist of the use of the Goods for any of the purposes for which such Goods were
sold; (b) Buyer shall have made all payments for such Goods then due hereunder;
(c) Buyer shall give Seller immediate notice in writing of any such suit and transmit
to Seller immediately upon receipt of all processes and papers served upon Buyer;
and (d) Buyer shall permit Seller through its counsel, either in the name of Buyer or
in the name of Seller, to defend such suit(s) and give all needed information,
assistance and authority to enable Seller to do so.
In case of a final award of damages in any such suit, Seller will pay such award
but will not be responsible for any compromise or settlement made without its
written consent. In case the Goods itself is in such suit held to infringe any valid
patent issued in the United States and its use enjoined, or in the event of a
settlement or compromise approved by Seller which shall preclude future use of the
Goods sold to Buyer hereunder, Seller shall, at its own expense and at its sole
option, either: (a) procure rights to continue using such Goods; (b) modify the Goods
to render it noninfringing; (c) replace the Goods with non-infringing Goods; or (d)
refund the purchase price paid by Buyer for the Goods after return of the Goods to
Seller. Notwithstanding the foregoing, Seller shall not be held responsible for
infringements of combination or process patents covering the use of Goods in
combination with other Goods or materials not furnished by Seller.
The foregoing states the entire liability of Seller for patent infringement, and
IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT nor for
infringement based on the use of the Goods for a purpose other than that for which
sold by Seller. As to any Goods furnished by Seller to Buyer manufactured in
accordance with designs proposed or furnished by Buyer or any claim of
contributory infringement resulting from the use or resale by Buyer of Goods sold
hereunder, Buyer shall indemnify Seller for any award made against Seller or
settlement by Seller for any patent, trademark or copyright infringements including
attorneys’ fees and defense costs.
14. SECURITY AGREEMENT AND FINANCING STATEMENTS: To secure
payment of the purchase price and of all monies which may be due hereunder, and
performance of all of Buyer’s obligations hereunder, Buyer hereby grants to Seller a
security interest in all Goods sold by Seller, and agrees to execute such other
Security Agreements and Financing Statements as Seller may reasonably request.
15. INSURANCE: Until payment in full of the purchase price, Buyer shall maintain
insurance covering all Goods sold by Seller to Buyer in such amounts and against
such risks as is customary by companies engaged in the same or similar business
and similarly located, and shall, upon Seller’s request, furnish evidence of such
insurance satisfactory to Seller.
16. DRAWINGS; OTHER DESIGN DATA: All specifications, drawings, designs,
data, information, ideas, methods, tools, gages, dies, fixtures, patterns and/or
inventions made, conceived, developed or acquired by Seller in connection with
procuring and/or executing Buyer’s order will vest in and inure to Seller’s sole
benefit notwithstanding any changes therefor which may have been or may be
imposed by Seller.
Buyer shall not give, loan, exhibit, sell or transfer to any person not then employed
by Buyer and authorized to receive such information, or to any organization or
entity, any drawing, photograph or specification furnished by Seller or reproduction
thereof which may enable such person, organization or entity to furnish similar
Goods or parts therefor.
17. RETURN OF GOODS: No Goods or part shall be returned to Seller without
written authorization and shipping instructions first having been obtained from
Seller.
18. ASSIGNMENT AND SUBCONTRACTING: None of the Buyer’s rights under
any order shall be assigned by the Buyer to any other person, whether by operation
of law or otherwise, without Seller’s prior written approval. Seller may, without the
necessity of obtaining Buyer’s prior written consent, subcontract the production of
all or any portion of the Goods.
19. CANCELLATION: No order submitted to Seller may be cancelled by Buyer
without the prior written consent of Seller, which consent will at all times be
conditioned on Buyer’s agreement to pay Seller’s cancellation charge. For finished
Goods which in Seller’s judgement is readily resalable to others, the
cancellation charge shall be 15% of the invoice price of the Goods. For all other
cancellations, the cancellation charge shall amount to all cost and expenses
incurred by Seller and arising out of or in connection with Buyer’s order, net of
recoverability, but in no event less than 10% of the invoice price of the Goods or
more than the invoice price.
20. GENERAL:
Governing law - These Terms and Conditions, and the contract of sale between
Seller and Buyer, shall be governed by and construed in accordance with the laws
of the State of Wisconsin. Seller and Buyer hereby agree that any legal action
deemed necessary by either party hereto shall be brought in the Circuit Court in and
for Seller County, Wisconsin and hereby consent to the personal jurisdiction of such
court in any such action over the parties hereto. The rights and obligations of Seller
and Buyer shall not be governed by the provisions of the United Nations Convention
on Contracts for the Internal Sale of Goods.
Attorneys’ Fees - Buyer agrees to pay all of Seller’s costs and expenses of
collection and related litigation, including but not limited to attorneys’ fees and costs.
Severability - The invalidity, in whole or in part, of any of the provisions of these
Terms and Conditions, shall not affect the enforceability of any of the other
provisions thereof.
Applicability - The Terms and Conditions as stated herein are applicable as of
the date of this printing and until such time as changed by Seller.
MPN411 5/89 REVISED 10/06
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