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TERMS AND CONDITIONS
1. AGREEMENT AND MODIFICATION OF SALES TERMS.
The agreement between Regal Beloit Canada and Buyer, as
defined in the Purchase Order, is with respect to the sale of goods described herein (the “Goods”)
(the agreement is referred to hereafter as the “Sales Contract”). Any terms and conditions contained
in any purchase order or other form of communication from Buyer, which are additional to or different
from the terms and conditions set forth herein and in any attachments hereto (the “Terms and
Conditions”), shall be deemed rejected by Seller unless expressly accepted in writing by Seller.
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.
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 or as specified. 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 written approval by Seller.
4. TERMINATION OR MODIFICATION.
This Agreement and the attached Purchase Order may be modified or terminated only upon Seller’s
express written consent, which consent will at all times be conditioned on Buyer’s agreement to
pay Seller’s modification or termination charge including, but not limited to expenses and costs
plus a reasonable profit. Any and all Goods which have been completed and/or performed prior to
the termination of this Agreement must be paid in full by the Buyer.
5. PRICES AND TERMS.
Fulfillment of Buyer’s order is contingent upon the availability of materials. The price of the Goods
sold pursuant to the Sales Contract shall be based upon Seller’s prices in effect at the time of
shipment and any order acceptance will be on the basis of the freight rates in effect at the time
of shipment. In the event of an increase or decrease in the applicable freight charges before the
material is shipped, such changes in freight charges will be for the account of Buyer. Price advances,
discounts, extras and terms and conditions are subject to change without notice. Unless otherwise
provided in the purchase order attached hereto, Seller is deemed to have delivered when Goods
are placed at the disposal of the Buyer at the Seller’s point of shipment (“FOB Seller’s point of
shipment”), and terms of payment shall be net thirty (30) days from date of invoice. Seller may
assess finance and service charges of one and a half percent (1.5%) per month (or the highest rate
allowed by Canadian law) on invoices not paid within stated payment terms. Open account credit
status is offered at the discretion of the Seller. Seller may discontinue open account status or change
credit limit as warranted, in its opinion, by the financial condition and/or credit history of the Buyer.
Seller may require full or partial payment or payment guarantees in advance of shipment whenever,
in its opinion, the financial condition and/or credit history of Buyer so warrants. In addition, Seller
may, at any time, suspend performance of any order or require payment in cash, security or other
adequate assurance satisfactory to Seller when, in Seller’s opinion, the financial condition and/or
credit history of Buyer warrants such action.
6. TAXES.
Prices do not include sales, use or other similar federal, provincial, or local taxes. Buyer shall either
have a tax-exemption certificate on file with the Seller or pay to Seller, in addition to the price of
the Goods and/or Services, any and all applicable taxes, which may be invoiced separately at a
later date.
7. DESIGN; EXTRA WORK; BUYER’S MATERIAL.
(a) If any order accepted by Seller contemplates the preparation of special designs by Seller,
Buyer will have a responsible representative specifically approve all designs prepared by Seller.
(b) If Buyer requests extra work not included in the quotation or original order, Buyer will pay for
the extra work at reasonable rates as determined by Seller. (c) In the event spoilage/damage
occurs on orders where Buyer furnishes any material Seller shall not be liable for replacement of
or damage to such material.
8. RISK OF LOSS, TITLE, SECURITY INTEREST.
Delivery shall occur, and risk of loss shall pass to Buyer, when Goods are placed at the disposal
of the Buyer at the Seller’s point of shipment (“FOB Seller’s point of shipment”). Transportation
shall be at Buyer’s sole risk and expense, and any claims for losses or damage in transit shall be
against the carrier only. However, Seller retains title to all products until paid for in full in cash. Buyer
hereby grants a security interest in the Goods in favour of the Seller. Buyer agrees to perform all
acts necessary to provide a fully perfected security interest in the Goods in favor of Seller. Seller
may, at its option, repossess the same, upon Buyer’s default in payment hereunder, and charge
Buyer with any deficiency.
9. DELIVERIES AND QUANTITIES.
(a) Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller
of all information to be furnished by Buyer and the absence of delay, direct or indirect, resulting
from or contributed to by circumstances beyond Seller’s reasonable control. If the Goods are
non-catalogue goods. Seller may ship overages or underages to the extent of ten percent (10%)
of quantity ordered, and Buyer shall pay for such quantity based upon the unit price of the Goods,
Seller shall not be required to maintain closer control of quantity, unless specifically agreed to by
Seller in writing. Quantities of all items may be determined by weight. Any claims for shortage
must be within ten (10) days from the date of receipt of the Goods by Buyer, and in every case the
weights found in any particular shipment, including tare, must be given and Seller advised as to
the method used by Buyer in computing the count of parts.
(b) In the event that Buyer is unable to accept delivery of the Goods at the time of shipment, Seller
shall invoice Buyer for the full purchase price as if shipment had been made and: a. if Seller is able
to store such Goods in its own facilities, Buyer will pay Seller the reasonable handling and storage
charges for the period of such storage, and b. if Seller is unable to store such Goods at its own
facility, Seller reserves the right to arrange handling and storage in a suitable bonded warehouse
for the Buyer at Buyer’s expense. In cases where handling and storage become necessary, it shall
be Buyer’s responsibility to notify Seller when shipment is to be made. Seller will make necessary
arrangement for shipment at Buyer’s expense.
10. RETURNED GOODS.
Goods may not be returned. However, if Seller consents in writing or upon verbal authorization to
the return of Goods for any reason, Buyer, who also shall assume all risk of loss of such returned
Goods until actual receipt by Seller, must prepay transportation charges.
11. INSPECTION, ACCEPTANCE.
Buyer shall inspect the Goods immediately upon the receipt thereof. All claims by Buyer (including
claims for shortages), except only those provided for under the WARRANTY AND LIMITATIONS
OF LIABILITY and PATENTS clauses below, must be asserted in writing by Buyer within a 10 day
period or they are deemed waived. If this contract involves partial performances, all such claims
must be asserted within 10-day period for each partial performance.
Rejection may be only for defects substantially impairing the value of products or work. Buyer’s
remedy for lesser defects shall be those provided for under the Warranty and Liability clauses.
THERE SHALL BE NO REVOCATION OF ACCEPTANCE. If Buyer wrongfully rejects, revokes or
delays acceptance of items or work tendered under this contract, or fails to make payment due
on or before delivery, or repudiates this contract. Seller shall, at its option, have a right to recover
as damages, either the price as stated herein (upon recovery of the price, the items involved shall
become the property of the Buyer) or the Goods and profit (including reasonable overhead) which
the Seller would make from performance together with incidental damages and reasonable cost.
12. WARRANTIES AND LIMITATIONS OF LIABILITY.
(a) Seller warrants to the Buyer that its motors, gear motors, DC controllers, and AC drives are
free from defects in workmanship and materials when operated under normal conditions and in
accordance with nameplate characteristics limits. This warranty shall be in effect for a period of
twelve (12) months from date of installation, but in no event be in effect for more than eighteen
(18) months from date of manufacture, with the following exceptions: i) EPACT motors (“G” prefix),
which are warranted for a period of twenty-four (24) months from the date of installation but for
not more than thirty (30) months from date of manufacture, ii) Wattsaver Premium Efficiency three
phase motors and Speedmaster inverter-Duty motors are warranted for a period of 36 months from
the date of installation but for not more than forty two (42) months from the date of manufacture, &
iii) Motor brakes provided as coupler brakes, brake kits, or as part of brakemotors are covered by
the manufacturers (Stearns or Dings) warranties.
(b) Seller’s sole obligation under the foregoing warranties is limited to either, at Seller’s option,
replacing or repairing defective Goods (or defective parts thereof) within the warranty period. Seller
shall not be liable under any circumstances, for consequential or incidental damages, including,
but not limited to personal injury or labor costs. This warranty does not cover the cost of removal,
installation, or re-testing of the new or repaired Goods or parts, or any other direct or incidental
expenses incurred in shipping the product to or from Seller. Replacement Goods or parts are
warranted for the remainder of the warranty period applicable to the Goods originally supplied
by Seller. All claims for allegedly defective Goods must be made within ten (10) days after Buyer
learns of such alleged defects. All claims not made in writing and received by Seller within such 10
day period shall be deemed waived. With prior approval from Seller, Buyer shall return a sample
of the alleged defective part, freight prepaid, for Seller’s inspection, and no other Goods shall be
returned to Seller’s District Office/Warehouse, nearest factory, or Authorized Service Center without
Seller’s written consent. This warranty shall not extend to Goods subjected to misuse, abuse,
neglect, accident or improper installation or maintenance, incorrect lubrication, incorrect electrical
connection, improper power supply, or Goods which have been altered or repaired by anyone other
than Seller or its authorized representative.
(c) Under no circumstances will Seller be responsible for any expense in connection with any repairs
made by anyone other than Seller or an Authorized Service Center, unless such repairs have been
specifically authorized in writing by the Seller Service and Warranty Department.
(d) In the case of motors, drives, gears and reducers manufactured or marketed by Seller, Seller
warrants only that such products, when shipped, shall be capable of delivering the service rating as
indicated in Seller’s written documents, including quotations and catalogues or as noted on such
products, providing such equipment is properly installed, connected, and maintained, correctly
lubricated, operating under normal conditions with competent supervision, and within the load
limits and voltage range for which it was sold, and provided further that the equipment is free from
critical speed, torsional or other type vibration, no matter how induced:
(e) If any prototype or sample was provided to the Buyer, it was used merely to illustrate the
general type and quality of Goods and not to warrant that Goods shipped would be of that type
or quality;
(f) UNLESS AUTHORIZED IN WRITING BY A CORPORATE OFFICER OR VICE PRESIDENT, NO
AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER
TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE GOODS
SOLD UNDER THE SALES CONTRACT AND ANY SUCH AFFIRMATION, REPRESENTATION
OR WARRANTY HAS NOT FORMED A PART OF THE BASIS OF THE BARGAIN AND SHALL BE
UNENFORCEABLE;
(g) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY OTHER TYPE,
WHETHER STATUTORY, EXPRESS OR IMPLIED;
(h) Products not manufactured and work not performed by Seller are warranted only to the extent
and in the manner that the same are warranted to Seller by Seller’s vendors, and then only to the
extent that Seller is reasonably able to enforce such warranty. In enforcing such warranty, it is
understood Seller shall have no obligation to initiate litigation unless Buyer undertakes to pay all
TERMS AND CONDITIONS OF SALES QUOTATIONS ARE MADE AND ORDERS ARE ACCEPTED BY SELLER ONLY TO THESE
TERMS AND CONDITIONS.
