Terms and Conditions

GENERAL TERMS AND CONDITIONS OF ACCEPTANCE

SHIPMENT AND PAYMENT TERMS: Unless otherwise specified, shipping terms are FOB shipping point, and payment terms are net 30 days subject to credit approval and continued good history. All payments are to be made in United States funds.

TAXES AND SECURITY INTEREST: Unless otherwise specified, the prices do not include any taxes which may now or hereafter be applicable to the products or the performance of any services by NIDEC-SHIMPO. Buyer agrees to pay or reimburse NIDEC-SHIMPO for any such required taxes and all connected penalties and interests, or in lieu thereof, Buyer shall provide NIDEC-SHIMPO with tax exemption documents acceptable to the taxing authorities involved. Buyer, by acceptance of the goods ordered, represents and warrants that Buyer is solvent and able to pay for the goods in accordance with the terms of sale. As security for payment of the purchase price for the products and all other amounts due from Buyer under these Terms, Buyer hereby grants NIDEC-SHIMPO a security interest in the products and agrees to execute and permit NIDEC-SHIMPO to file and record all documents which may be requested by NIDEC-SHIMPO in order to create, perfect, evidence and establish the foregoing security interest. If Buyer fails to pay NIDEC-SHIMPO any amount when due, or prior to payment of all amounts due, removes all or any part of the products from Buyer’s premises, we shall exercise any or all of the rights and remedies given to secured parties under the UCC of the State of Illinois, and under similar laws of any other state, if applicable.

RETURN GOODS: No product will be accepted for return unless authorized with appropriate returned goods number assigned. In all cases, freight charges must be prepaid. Buyer will be responsible for any damages incurred in transit to goods being returned. Title shall pass to NIDEC-SHIMPO upon NIDEC-SHIMPO’s acceptance of returned goods.

CANCELLATION: Terms, once accepted and approved by NIDEC-SHIMPO shall not be canceled or altered by Buyer, and Buyer shall not otherwise cause the work or shipment to be delayed, except with the consent of and upon the terms and conditions approved by NIDEC-SHIMPO in writing. Orders canceled or suspended with our consent are subject to cancellation and/or other charges as determined by NIDEC-SHIMPO.

DELAY IN DELIVERIES: In no event shall NIDEC-SHIMPO be liable for nondelivery or delays in delivery of the products, or in the performance of any other obligations, arising directly or indirectly from acts of God, acts (including delay or failure to act) of any governmental authority (de jure or de facto) war, (declared or undeclared) riot, fires, floods, weather, labor disputes, sabotage, epidemics, factory shutdowns or alterations, embargoes, delays; shortages or inability to produce transportation, labor, manufacturing facilities or materials, failure to obtain timely instructions or information from Buyer, or inability due to causes of any other kind beyond our control. The foregoing provisions shall apply even though such cause may occur after performance of our obligations have been delayed for other causes.

INDEMNIFICATION: Buyer shall notify NIDEC-SHIMPO promptly in writing and in all events within ten (10) days after its occurrence, of any accident or malfunction involving the products which results in injury to or death of any persons, property damage or economic loss of any kind, and Buyer shall cooperate fully with NIDEC-SHIMPO in investigating and determining the cause of any such accident or malfunction. Buyer further agrees to indemnify and hold NIDEC-SHIMPO harmless from and against all claims and damages imposed upon or incurred arising, directly or indirectly, from Buyer’s failure to perform or satisfy any of the Terms described herein.

GENERAL PROVISIONS: These Terms shall be governed, construed, and enforced in accordance with the Laws of the State of Illinois and shall be binding upon and inure to the benefit of any successors, assigns and legal representatives of NIDEC-SHIMPO and Buyer. The Terms are not assignable without NIDEC-SHIMPO’s prior written approval. A judicial or administrative declaration in any jurisdiction of the invalidity of any one or more of the provisions hereof shall not invalidate the remaining provisions of the Terms in any jurisdiction, nor shall such declaration have any effect on the validity of interpretation of the Terms outside that jurisdiction.

Any and all Terms are subject to change prior to Buyer’s acceptance of these Terms.