Terms and Conditions

1. ORDERS:
All orders placed by Buyer are subject to acceptance by Seller in accordance with these Terms and Conditions. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must include delivery dates, quantities and complete description of the goods requested for purchase. Seller may in its sole discretion allocate products to its customers. Seller may designate certain products as “non-cancellable,” “AS IS,” “final” and/or “non-returnable” and the sale of such products can be subject to special terms and conditions stated on the invoice or such notice to Buyer.

2. PRICES:
Unit pricing for all products and services ordered by Buyer are specified on each invoice. Price quotations, unless otherwise stated, shall automatically expire five (5) calendar days from the date issued and may be cancelled or amended within that period upon notice to Buyer. Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added taxes, and similar taxes. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which the purchased goods are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold harmless Seller for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.

3. PAYMENT TERMS:
Standard terms of payment are net thirty (30) days from the date of invoice unless otherwise specified in writing by Seller. Seller may invoice each shipment separately and each shipment can be considered a separate and individual contract. Buyer agrees to pay such invoice pursuant to its terms without the benefit of setoff or deduction.

4. INTEREST/LATE FEES:
Interest at the rate of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law, whichever is less, shall be imposed on all outstanding balances. Late charges not to exceed $100.00 per month shall also apply.

5. MODIFICATION OF PAYMENT/CREDIT TERMS:
Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants that action. Further, on delinquent accounts, Seller shall not be obligated to continue performance under any agreement with Buyer.

6. REJECTION OF ADDITIONAL OR INCONSISTENT TERMS:
Any additional or inconsistent terms contained in a purchase order or other documents are specifically rejected. These Terms and Conditions take precedence over Buyer’s additional or different terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or constituted as acceptance of Buyer’s additional or different terms and conditions. Buyer’s acceptance of the products and/or services shall be deemed to constitute acceptance of the Terms and Conditions contained herein.

7. SECURITY INTEREST:
Seller retains a security interest in all products delivered to Buyer, and in such related accessories, replacements, accessions, proceeds and goods, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under these Terms and Conditions. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Seller to transfer, create, perfect, preserve, protect and enforce this security interest.

8. DELIVERY:
Delivery will be deemed complete and risk of loss or damage to any product will pass to Buyer upon delivery to the carrier. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller nor shall the carrier be deemed an agent of Seller. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty.

9. ACCEPTANCE/RETURNS:
Shipments will be deemed to have been accepted by Buyer upon receipt of the said shipments at Buyer’s facility. Buyer shall perform whatsoever inspection or tests Buyer deems necessary as promptly as possible but in no event later than five (5) days after delivery, at which time Buyer must either accept or reject the products by providing written notice to Seller. Any discrepancy in shipment quantity must be reported in writing within five (5) working days of receipt of the products. In the event of an over shipment, Buyer shall have the option to return the products to Seller at Seller’s expense or alternatively, Buyer may elect to retain the products (subject to adjustment of the invoice price to account for additional items). Regardless of the reason for the return, any product returns shall be subject to Seller’s prior written return merchandise authorization as well as twenty-five (25%) percent restocking charges. Returned products must be in the original condition and packaging. Unless otherwise agreed by Seller in writing, return transportation costs must be prepaid by Buyer.

10. DISCLAIMER OF WARRANTIES:
The only warranty on any goods sold to Buyer is the express written warranty, if any, granted by the manufacturer. Seller makes no representation or warranty, express or implied, including any implied warranties of merchantability or fitness for particular use with respect to the products, goods and/or services provided.

11. LIMITATION OF LIABILITY:
Seller’s maximum liability to Buyer shall be limited to the amount that Buyer paid to Seller for the merchandise received. IN NO EVENT WILL SELLER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANTICIPATED OR LOST PROFIT, LOST DATA, BUSINESS INTERRUPTION, LOSS OF BUYERS, LOSS OF MARKET SHARE, LOSS OF GOODWILL OR MANUFACTURING EXPENSES AND ANY OTHER LOSS(ES) THAT MIGHT ARISE AS A DIRECT OR INDIRECT RESULT OF THE SALE OR USE OF THE PRODUCTS OR AS A RESULT OF SELLER’S NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS OBLIGATIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. ASSIGNMENTS:
Purchaser’s rights under these Terms and Conditions may not be assigned without Seller’s prior written consent. However, the foregoing does not limit Buyer’s right, upon making payment in full, from transferring title to the merchandise subject to written notice to and transfer of title on the records of Seller.

13. BINDING ON SUCCESSORS:
These Terms and Conditions shall be binding on the heirs, executors, administrators, successors and assigns of the Buyer. Buyer further agrees that Seller may assign its rights under this agreement and that this agreement shall be binding upon and inure to the benefit of the successors and assigns of Seller.

14. ENTIRE AGREEMENT:
These Terms and Conditions consist of all terms which have been agreed upon between the parties with the exception of any (i) credit application provided by Buyer, (ii) personal guarantee(s) submitted by Buyer, and/or (iii) such additional terms as provided on Seller’s invoices. These Terms and Conditions replace all other discussions and agreements, whether oral or written, as relating to those goods and services. No subsequent discussion or agreements, whether oral or written, as relating to those goods and services. No subsequent discussion or agreement can change the terms of this contract unless it is written and signed by both parties.

15. CHOICE OF LAW/JURISDICTION:
If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Delaware, and the parties consent to personal jurisdiction and venue in the state courts located in Delaware

16. ATTORNEYS FEES:
In any action at law or in equity to enforce any of the provisions or rights under these Terms and Conditions and/or for collection of amounts due, the prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses and reasonable attorney’s fees incurred therein by the prevailing party (including, without limitation, such costs, expenses and fees on any appeals), and if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses, including those of expert witnesses and attorney’s fees, shall be included as part of the judgment.

17. FORCE MAJEURE:
If by reason of act of God or force majeure such as fire, war, earthquake, strike, lock-out, labour controversy, civil unrest, acts of any government or its agencies or officers, or any order, regulation or ruling thereof, Seller is prevented from making delivery, Seller shall have the right to extend the delivery time for a reasonable period.

18. PARTIAL INVALIDITY:
If any provision these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

ORDERS:

All orders are received subject to acceptance by an authorized representative of seller. All orders must be firm commitments giving complete item description, quantity and shipping requirements. Typographical and clerical errors in quotations, orders and acknowledgements are subject to correction.

PRICE:
Purchase orders are accepted in accordance with seller’s regular scheduled prices, terms and conditions. Prices are subject to change due to price changes from the manufacturer. The buyer will be notified before shipment is made of any price adjustment.

TARIFF:
Where applicable, electronic components impacted by the U.S. Trade Representative Section 301 tariffs shall be 100% passed through from the manufacturer. Notification of the tariff charge may or may not be indicated at the time of PO acceptance. Schuster Electronics will request an amended PO once Tariff charge is assessed and reserves the right to hold shipment until PO is amended. NCNR items remain under contract and may not be cancelled due to Tariff charge.

DELIVERY:
Unless otherwise specified on the face hereof, all deliveries are F.O.B. point of shipment. Shipment will be made in accordance with instructions given when the order was placed, or otherwise seller’s normal shipping method. Upon delivery of the material covered hereunder to the carrier, the buyer assumes the risk of all loss thereof or damages thereto resulting from any cause whatsoever.

SHIPMENT:
Shipment dates are approximate and are not guaranteed. Seller shall not be liable for delays in delivery or failure to manufacture or deliver due to causes beyond its reasonable control, including but not limited to acts of God, acts of buyer, acts of military or civil authorities, fires, strikes, flood, epidemic, war, riot, delays in transportation, or inability to obtain necessary labor, material, components, or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of such delay. In the event of impossibility of performance resulting from any of the above causes, seller shall have the right to cancel this contract without further liability to the buyer. Cancellation of any part of this order shall not affect the seller’s right to payment for any product delivered hereunder. Orders with indefinite dates are accepted upon the understanding that seller shall have the right to fill said order as it sees fit and to hold the goods for the buyer’s account at the buyer’s expense and risk pending receipt of definite delivery instructions. Changes to shipment dates of orders may result in charging buyer a carrying charge not to exceed 2% per month of delay. On any individual order or release against an order for goods, seller reserves the right to ship and invoice for a quantity of goods which may vary up to 5 percent over or under the quantity specified on the individual release and the buyer shall accept delivery and pay for such revised quantity and consider the shipment to be complete.

WARRANTY:
Material furnished by suppliers to seller are warranted only to the extent of the original manufacturer’s express warranty to seller. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR PURPOSE. Seller will make no allowance for repairs or alterations to the product made by the buyer, unless made with the advance written consent of the seller. The foregoing shall constitute the sole remedy of buyer and the sole liability of the seller.

LIMITATION OF LIABILITY:
Seller’s liability on any claim of any kind, including negligence, for any loss or damages arising out of, connected with, or resulting from this contract, or from the performance of breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under this contract, shall in no case exceed the price of the product or part thereof which gives rise to the claim. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES. Any action for breach of this contract by seller must be commenced by buyer within one year after buyer’s cause of action has accrued.

INDEMNIFICATION:
Buyer agrees to indemnify and hold harmless seller of and from any and all claims or liabilities asserted against seller in connection with the manufacture, sale, delivery, resale or use of any product covered by or furnished under this contract arising in whole or in part out of or by reason of the failure of the buyer, its agents, servants, employees, or customers to follow instructions, warnings or recommendations furnished by seller in connection with such product or by reason of the negligence of buyer, its agents, servants, employees or customers.

CANCELLATION:
Buyer may cancel this contract only upon written notice to seller and upon payment to seller of reasonable and proper cancellation charges, including but not limited to (1) the proportionate contract price for all material completed, whether shipped or not, prior to seller’s receipt of notice of cancellation; (2) all costs theretofore incurred by seller in connection with material uncompleted at the time notice of cancellation is received; (3) an amount equal to the percentage of profits on all such costs; and (4) the expenses incurred by seller by reason of such cancellation, including reimbursement for any charges arising from termination of subcontract claims.

EXPORT CONTROL:
By placing purchase order and accepting invoiced products, Buyer agrees and certifies that any products purchased from Seller will not be used in the design, development or production of items or for any use prohibited by the U.S.Export Administration Regulations. Buyer certifies that no products purchased from Seller will be exported or diverted to any embargoed country supporting terrorist activities nor to any country subject to embargo or special export controls under the Export Administration Regulations. All orders originating outside of the United States or where the ultimate destination is outside of U.S. borders are subject to export control laws, restrictions, regulations and orders of the United States. By submitting a purchase order, the buyer is agreeing to obey and comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. Buyer shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a way that may result in non-compliance with export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. It is solely the responsibility of the buyer to obtain any license or other official authorizations that may be required to export, re-export or import Products.

TAXES:
Liability for all taxes and import or export duties, imposed by any city, state, federal or other governmental authority, shall be assumed and paid by buyer. Buyer further agrees to indemnify seller against any and all liabilities for such taxes or duties and legal fees or costs incurred by seller in connection therewith.

INSURANCE:
Buyer shall provide and maintain adequate insurance for the product delivered hereunder against loss or damages by fire or other causes during the time between delivery and final payment, in an amount fully protecting seller, and loss or damage by fire or other cause within such period shall not relieve buyer from its obligations under this contract. Buyer shall provide and maintain adequate liability and workmen’s compensation insurance covering all who may assist in the use and/or assembly of the product delivered hereunder.

COUNTRY OF ORIGIN:
Information regarding country of origin of products purchased is provided by the manufacturer including HTS tariff codes. It is the responsibility of buyer to confirm if tariff codes are correct. Schuster Electronics collects country of origin and tariff information directly from manufacturer and does not verify information.

TERMS OF PAYMENT:
Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date unless otherwise specified. You shall pay Seller all costs incurred by Seller in collecting any past due amount from you, including all court costs, collection costs, and attorney’s fees. At any time, Seller may change the terms of Customer’s credit, require financial data from Customer for verification of Customer’s creditworthiness, require a bank guarantee or other security, or suspend any outstanding Orders of Customer. Seller may apply payments to any of Customer’s accounts. If Customer defaults on any payment under this Agreement, Seller may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately.

INTEREST:
Interest may be charged at the rate of 1.5% per month (a rate of 18% per year) on all past due accounts or the maximum amount that is allowed under the applicable law if Seller’s interest rate is deemed invalid.

CLAIMS OF SHORTAGES OR DAMAGES:
All claims of shortages or damages must be filed in writing with the Accounting Department of Schuster Electronics within 15 days after receipt of merchandise. Claims filed after this time period will not be allowed.

MINIMUM ORDER POLICY:
All orders are subject to seller’s Minimum Order Policy.

RETURNED GOODS:
Any goods shipped and invoiced cannot be returned without seller’s authorization. If authorized by receiving an SRA (Schuster Return Authorization) number, buyer shall return authorized products promptly to seller’s normal shipping location via cheapest means. A restocking charge will be applied to all goods returned at seller’s discretion. Goods quoted or designated non-cancelable, non-returnable cannot be returned for credit. Schuster reserves the right to refuse return of any product at any time.

APPLICABLE LAW:
This agreement shall be governed and construed according to the laws of the state of Delaware, U.S.A.

ENTIRE AGREEMENT:
This agreement constitutes the entire contract of sale and purchase of the products named herein. No modification of this contract shall be binding upon the seller unless in writing and signed by the seller, and no modification shall be effected by seller’s acknowledgement or acceptance of buyer’s purchase order forms containing different provisions.

Standard Terms and Conditions Of Sale – Products & Services:

1. DEFINITIONS 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), the delivery/completion period and the Contract Price shall both be adjusted accordingly.5.3 If delivery is delayed due to any act or omission of Buyer, or if having been notified that the Goods are ready for despatch, Buyer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into a suitable store at Buyer’s expense. Upon placing the Goods into the store, delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly.

6. FORCE MAJEURE:6.1 Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should the Seller’s suppliers fail to supply him in whole or in part , the Seller shall not be under obligation to purchase from other sources. In such cases, the Seller shall have the right to distribute the available quantities among his customers while at the same time taking into account his captive requirements.

7. DELIVERY, RISK & TITLE:7.1 Unless otherwise expressly stated in the Contract, the Goods will be delivered Ex Works to the destination named in the Contract. Risk of loss of or damage to the Goods shall pass to Buyer upon delivery as aforesaid and Buyer shall be responsible for insurance of the Goods after risk has so passed. Delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms.7.2 Title to the Goods shall pass to Buyer upon delivery in accordance with Clause 7.1.7.3 Claims for shortfalls in quantity or for incorrect delivery shall be void if made more than 14 days after receipt by the customer.

8. DEFECTS AFTER DELIVERY:8.1 Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that Goods manufactured by Seller and/or Seller’s Affiliates shall conform with Seller’s specifications therefore and be free of defects in materials and workmanship. Seller will make good by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller’s Affiliates’ manufacture and which are reported to Seller within 12 calendar months after their delivery (the “Warranty Period”) and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. Repaired or replacement items will be delivered by Seller at Seller’s cost to Buyer. Goods replaced in accordance with this Clause 10.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later.8.2 Notwithstanding Clause 8.1, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller’s storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorized by Seller in writing. Seller’s costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.8.3 Subject to Clause 10.1, the foregoing constitutes Seller’s sole warranty and Buyer’s exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods.

9. PATENT, ETC. INFRINGEMENT:9.1 Subject to the limitations set forth in Clause 10, Seller shall indemnify Buyer in the event of any claim for infringement of Letters Patent, Registered Design, Design Right, Trade Mark or Copyright (“Intellectual Property Rights”) existing at the date of formation of the Contract arising from the use or sale of the Goods, against all reasonable costs and damages awarded against Buyer in any action for such infringement, or for which Buyer may become liable in any such action, provided always that Seller shall not be liable to so indemnify Buyer in the event that:(i) such infringement arises as a result of Seller having followed a design or instruction furnished or given by Buyer, or the Goods having been used in a manner or for a purpose or in a country not specified by or disclosed to Seller prior to the date of the Contract or in association or combination with any other equipment or software, or (ii) Seller has at its expense procured for Buyer the right to continue to use the Goods or has modified or replaced the Goods so that the Goods no longer infringe. (iii) Buyer has failed to give Seller the earliest possible notice in writing of any claim made or to be made or of any action threatened or brought against Buyer and/or Buyer has failed to permit Seller, at Seller’s expense, to conduct and control any litigation that may ensue and all negotiations for a settlement of the claim, or (iv) Buyer has made without Seller’s prior written consent any admission which is or may be prejudicial to Seller in respect of any such claim or action, or (v) the Goods have been modified without Seller’s prior written authorization.9.2 Buyer warrants that any design or instructions furnished or given by it shall not cause Seller to infringe any Intellectual Property Rights in the performance of Seller’s obligations under the Contract and shall indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.

10. LIMITATION OF LIABILITY:Supplier’smaximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with a specific order or a particular blanket order (CALL-OFF order) issued, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights or otherwise, shall in no circumstances exceed a sum equal to the total price of the Call -Off in question.

11. STATUTORY AND OTHER REGULATIONS:11.1 If Seller’s obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller’s quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller’s obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.

12. COMPLIANCE WITH LAWSBuyeragrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of goods. In no event shall Buyer use, transfer, release, export or re -export any such goods in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.

13. DEFAULT, INSOLVENCY AND CANCELLATION:Sellershall be entitled, without prejudice to any other rights it may have, to cancel the Contract forthwith, wholly or partly, by notice in writing to Buyer, if (a) Buyer is in default of any of its obligations under the Contract and fails, within 30 (thirty) days of the date of Seller’s notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (b) on the occurrence of an Insolvency Event in relation to Buyer. “Insolvency Event” in relation to Buyer means any of the following: (i) a meeting of creditors of Buyer being held or an arrangement or composition with or for the benefit of its creditors being proposed by or in relation to Buyer; (ii) a chargeholder, receiver, administrative receiver or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of Buyer; (iii) Buyer ceasing to carry on business or being unable to pay its debts; (iv) Buyer or its directors or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of , an administrator; (v) a petition being presented (and not being discharged within 28 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of Buyer; or (vi) the happening in relation to Buyer of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. Seller shall be entitled to recover from Buyer or Buyer’s representative all costs and damages incurred by Seller as a result of such cancellation, including a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads).

14. MISCELLANEOUS:14.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.14.2 If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.14.3 Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.14.4 Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract.14.5 GOODS PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer (i) accepts Goods in accordance with the foregoing restriction, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and (iii) agrees to defend, indemnify and hold harmless Seller from any and all claims, losses, liabilities, suits, judgments and damages, including incidental and consequential damages, arising from use of Goods in any nuclear or nuclear related applications, whether the cause of action be based in tort, contract or otherwise, including allegations that the Seller’s liability is based on negligence or strict liability.14.6 The Contract shall in all respects be construed in accordance with the laws of Belgium excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods and to the fullest extent permitted by law, shall be without regard to any conflict of laws or rules which might apply the laws of any other jurisdiction. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Belgium courts.14.7 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.14.8 All notices and claims in connection with the Contract must be in writing.

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