Page 128 - FASCO 2013

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GE Commercial Motors
By Regal-Beloit Data subject to change without notice
settlement by Seller for any patent, trademark or copyright infringements includ-
ing 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
suchrisksas iscustomarybycompaniesengaged inthesameorsimilarbusinessand
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 andBuyer, shall be governed by and construed in accordancewith 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
TERMS AND CONDITIONS OF SALE (cont’d)