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GE Commercial Motors
By Regal-Beloit Data subject to change without notice
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 formof electronic
documenttransmission,thepartieshertoagreethat(a)thecopyofanysuchdocument
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 ther of 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
documentissufficientasasignaturethereononbehalfofsuchpartyandtheintentofsuch
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 neces-
sary 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 fol-
lowing 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.
(CONTINUED ON NEXT PAGE.)
TERMS AND CONDITIONS OF SALE