1. DEFINITIONS:

1.1 In these Terms and Conditions of Sale, "Seller" means Regal Beloit Belgium N.V.; "Buyer" means the person, firm, company or corporation by whom the order is given.

2. THE CONTRACT:

2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.

2.2 The Contract shall become effective only upon the date of acceptance of Buyer's order on Seller's Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date "). If the details of the Goods described in Seller's quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.

2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.

3. VALIDITY OF QUOTATION AND PRICES:

3.1 Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.

3.2 Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of

a) Value Added Tax and

b) any similar and other t axes, duties, levies or other like charges arising outside Belgium in connection with the performance of the Contract.

3.3 Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling unless otherwise stated in the Seller's order confirmation.

4. PAYMENT:

4.1 Payment shall be made:

(a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and

(b) in the currency of Seller's order confirmation within thirty days of date of invoice unless otherwise specified by Seller’s Finance Department. Goods will be invoiced at any time after their readiness for dispatch has been notified to Buyer. Without prejudice to Seller's other rights, Seller reserves the right to:

(i) charge interest on any overdue sums at 4% above the base lending rate of Fortis Bank, Brussels (or such higher rate stipulated by applicable law) during the period of delay;

(ii) suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in Seller’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other contract; and

(iii) at any time require such reasonable security for payment as Seller may deem reasonable.

5. DELIVERY PERIOD:

5.1 Unless otherwise stated in Seller's order confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.

5.2 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract),