Terms & Conditions of Sale (July 1 2026)

TERMS & CONDITIONS OF SALE (THE “TERMS”)

(Version: July 1, 2026)

1. DEFINITIONS:
   
   
   1. “Buyer” – the entity purchasing Products, Services, and/or Software.
      
      
   2. “Contract” – collectively these Terms, the Seller Quotation, Seller order acknowledgement and Buyer purchase order (only to the extent not inconsistent herewith).
      
      
   3. “Products” – equipment, parts, materials, or other goods supplied by Seller (including any embedded or bundled Software), excluding components thereof unless otherwise stated in the purchase order.
      
      
   4. “Quotation” – Seller’s written offer referencing these Terms.
      
      
   5. “Seller” – Regal Rexnord Corporation’s applicable subsidiary as stated on Seller’s order acknowledgement.
      
      
   6. “Services” – services Seller agrees to perform in accordance with the line item on the applicable order acknowledgement.
      
      
   7. “Software” – software loaded on or supplied with Products.
   
   Capitalized terms have the above meanings whether singular or plural.


2. CONTRACT FORMATION & ORDERS:
   
   
   1. A Contract is formed only when Seller accepts a Buyer purchase order in writing or ships Product. All orders are expressly conditioned on, and subject exclusively to, these Terms and the Quotation; Seller rejects all contrary or additional Buyer terms.
      
      
   2. No modification is binding unless (i) in a writing signed by both parties’ authorized representatives and (ii) specifically stating that it amends these Terms.
      
      
   3. Unless otherwise stated therein, quotations expire after 30 days if not accepted by Buyer.
      
      
   4. All work‑in‑progress is identified exclusively to this Contract and is not interchangeable with Seller’s standard production or inventory, and the Products cannot be repurposed for sale to other customers without significant economic loss, for which Seller shall use commercially reasonable efforts to mitigate such loss.


3. PRICES, TAXES & PAYMENT:
   
   
   1. Prices are those in effect at the time of delivery, whether stated in the Quotation or otherwise. Unless otherwise agreed to in writing, prices include standard packaging. Seller may withdraw or modify any Quotation until accepted.
      
      
   2. Seller may adjust prices on written notice to reflect changes in specifications, quantities, law, freight, duties, materials, labor, or other cost factors.
      
      
   3. Buyer pays all taxes, duties, and fees other than taxes on Seller’s net income; if Seller is required to pay any such amounts, Buyer shall reimburse Seller.
      
      
   4. Payment terms are net 30 days from invoice, in U.S. dollars, by wire transfer, without set-off. Past-due amounts bear interest at the lesser of 12% per annum or the maximum lawful rate, and Buyer bears all collection costs.
      
      
   5. If Buyer’s financial condition is deemed unsatisfactory to Seller, Seller may require advance payment, security, or may suspend or cancel performance.


4. SHIPMENT, DELIVERY, TITLE & RISK; INSPECTION:
   
   
   1. Unless otherwise agreed to in writing by the parties or stated on the order acknowledgment, delivery shall be Ex Works (Incoterms® 2020), with the Products made available at Seller’s designated facility. Dates are estimates only, and Seller may make Products available in advance or in installments. Notwithstanding the EXW delivery term and any allocation of responsibilities thereunder, Buyer shall ensure that its designated carrier, freight forwarder, and shipment arrangements comply with all applicable export control laws, including, without limitation, the U.S. Export Administration Regulations (EAR) and, where applicable, the International Traffic in Arms Regulations (ITAR), and shall provide Seller, in advance or upon request, with information regarding the carrier, routing, and destination of the Products sufficient to enable Seller to satisfy its compliance obligations. Seller may withhold release of the Products pending receipt and verification of such information. Buyer shall indemnify, defend, and hold harmless Seller from and against any losses, fines, or penalties arising out of Buyer’s failure to comply with such export control laws.
      
      
   2. Title (except to Software) and risk of loss pass to Buyer upon delivery, subject to a purchase-money security interest as further stated in Section 12 below.
      
      
   3. Buyer shall inspect Products promptly and notify Seller in writing of any non-conformity within 15 days after receipt; absent such notice Products are deemed accepted.
      
      
   4. If Buyer delays delivery, Products may be stored at Buyer’s risk and expense and deemed delivered for invoicing purposes.
   
   
   5. Seller reserves the right, in its sole discretion and without notice to Buyer, to determine and/or change the location of manufacture of the Products.


5. EXCUSABLE DELAY / FORCE MAJEURE:
   
   Seller is not liable for delay or failure caused by acts of God, government action, labor trouble, shortage, pandemic, inability to obtain materials, or any cause beyond Seller’s reasonable control. Seller may cancel the affected portion of the Contract or extend delivery, and may allocate limited supply among customers.


6. LIMITED WARRANTY; LIMITED REMEDIES; WARRANTY DISCLAIMER:
   
   
   1. Scope and Period:
      
      
      1. Products – Unless otherwise stated in Seller’s Quotation or applicable catalog, Seller warrants that Product shall be free from defects in material, workmanship and title for the earlier of 12 months from delivery or 18 months after manufacture.
         
         
      2. Repaired/Replacement Products or Parts: Seller warrants that repaired or replacement Products and parts shall be delivered free from defects in material, workmanship, and title. This warranty expires with the original Product warranty or 12 months after repair/manufacture, whichever is earlier.
         
         
      3. Services – Seller warrants that Services shall be performed in a competent and workmanlike manner. This warranty expires 90 days from completion of the Services.
         
         
      4. Software – Seller warrants that Software shall execute at the time of delivery in accordance with written specifications.
         
         
      5. Warranty extends only to Buyer; Buyer shall give downstream transferees conspicuous notice of Sections 6 and 7.
   
   
   2. Exclusive Remedies: In the event of breach of the limited warranties provided herein, at Seller’s option and expense, Seller shall: (i) repair or replace non-conforming Product EXW Seller’s facility; (ii) re-perform non-conforming Services; (iii) correct Software or provide replacement code; or (iv) refund or credit the purchase price. Claims must be submitted in writing within 30 days after discovery and within the applicable warranty period; otherwise they are waived. Returned items require Seller’s prior written authorization and must be shipped freight prepaid.
   
   
   3. Exclusions: Warranty does not cover: (i) normal wear; (ii) non-Seller parts; (iii) misuse, neglect, improper installation, operation, maintenance or storage; (iv) unauthorized repair or modification; (v) costs of removal, installation, access, decontamination, travel or transport; (vi) software errors due to third-party items or Buyer changes; (vii) loss or damage in transit; or (viii) any other cause not attributable to Seller.
   
   
   4. WARRANTY DISCLAIMER: THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. SELLER DOES NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
   
   
   5. Seller reserves the right to charge a reasonable fee for evaluating any warranty claim that is determined not to be covered by the warranty provided herein. In no event shall such fee exceed the purchase price of the Product that is the subject of the claim.


7. LIMITATION OF LIABILITY:
   
   
   1. Warranty Claims – Seller’s total liability is limited to the purchase price allocable to the Product, Software or Service giving rise to the claim.
      
      
   2. All Other Claims – Seller’s total liability, whether in contract, tort (including negligence), strict liability, indemnity or otherwise, shall not exceed the price allocable to the Product or Service giving rise to the claim.
      
      
   3. INDIRECT DAMAGE DISCLAIMER – IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, USE, DATA OR BUSINESS INTERRUPTION.
      
      
   4. All claims expire unless commenced within the applicable warranty period or, for non-warranty claims, within six (6) months after the cause of action accrues. The limitations and exclusions set forth in this Section apply notwithstanding any failure of essential purpose.
   
   
   5. To the extent Buyer provides materials, equipment, tooling, or other property to Seller (“Buyer Property”), such Buyer Property is held at Buyer’s sole risk, and Seller shall have no liability for loss of or damage thereto except to the extent directly caused by Seller’s gross negligence or willful misconduct, and shall have no obligation to insure such Buyer Property.


8. INDEMNITY:
   
   
   1. Third-party Bodily Injury / Property Damage – Each party shall indemnify the other against third-party claims to the extent caused by its negligence; liability is shared proportionally where both are at fault. The party seeking indemnification shall give the indemnifying party prompt notice of the claim, control over the defense or settlement of the claim and reasonable cooperation in the defense or settlement of the claim.
      
      
   2. If Buyer supplies Products or Services to a third party, Buyer shall indemnify Seller from third-party claims by and liability to such third party to the extent exceeding the limitations of Sections 6 and 7.


9. INTELLECTUAL PROPERTY:
   
   
   1. IP Indemnity – Seller will, at its expense, defend any U.S. suit alleging that a Product, Service or Software furnished under the Contract infringes a U.S. patent, registered U.S. trademark or U.S. copyright, provided Buyer is current on payments, gives prompt notice, and tenders control of the defense or settlement of the claim to Seller. Seller may (i) procure continued use, (ii) replace or modify the item, or (iii) refund the price upon return. Seller has no liability for infringement arising from combinations, modifications, or items made to Buyer’s design. Seller’s total liability under this Section shall not exceed the purchase price of the infringing item.
      
      
   2. Buyer shall defend and indemnify Seller against any IP infringement claim to the extent based on Buyer‑provided or Buyer‑specified designs, specifications, materials, data, components, or other requirements, or on use or combination with items provided or specified by Buyer.


10. OWNERSHIP; SOFTWARE LICENSE:
    
    
    1. Seller Property and Intellectual Property – All tooling, data, designs, drawings, know-how, inventions, and other intellectual property created, used, or supplied by Seller (“Seller IP”) are and remain Seller’s or its licensor’s sole property; no license is granted except as expressly set forth herein.
       
       
    2. Software License – Seller hereby grants Buyer a non-exclusive, non-transferable (except with the associated Product), non-sublicensable, royalty-free license to use the Software in object-code form solely in conjunction with the Product and only for Buyer’s internal business purposes. Buyer may make reasonable archival copies. Buyer shall not reverse-engineer, modify, distribute, export or sublicense Software except as allowed by law or with Seller’s prior written consent. Third-party software is licensed subject to the applicable third-party terms.
       
       
    3. Data – Seller may collect, process, use and transfer data relating to Products, Software, Services, or the parties’ relationship for Seller’s legitimate business purposes in accordance with Seller’s Privacy Notice (https://www.regalrexnord.com/privacy).


11. CONFIDENTIAL INFORMATION:
    
    All non‑public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) is confidential. The Receiving Party shall not disclose or use such information for any purpose other than performance of the Contract, shall use reasonable efforts to protect its confidentiality, and shall return it upon request. This duty does not apply to information that is public, already known to the Receiving Party, or obtained lawfully from another source without an obligation of confidentiality.


12. SECURITY INTEREST & INSURANCE:
    
    Until Seller has received full payment, Buyer hereby grants Seller a continuing, purchase-money security interest in Products and proceeds to secure all obligations, and authorizes Seller to file financing statements. Until full payment, Buyer shall keep the Products insured against loss or damage for their full replacement value naming Seller as loss payee. Seller’s retention and enforcement of its security interest is in addition to and not in lieu of any other rights or remedies, including setoff, stoppage in transit where applicable, suspension of performance, and collection of all amounts due.


13. CANCELLATION, RESCHEDULE, RETURNS:
    
    Unless otherwise stated in the applicable order acknowledgement from Seller:
    1. Accepted orders may not be cancelled, rescheduled, or changed without Seller’s prior written consent, which may be conditioned on price, schedule, and other adjustments.
       
       
    2. Cancellation requires payment of all costs incurred and reasonable profit.
       
       
    3. Changes or reschedules require reimbursement of Seller’s resulting costs and a change charge (minimum USD $100 or 15 % of price).
       
       
    4. Returns require Seller’s prior written authorization and are subject to Seller’s return policy.


14. COMPLIANCE, USE RESTRICTIONS & PRODUCT SAFETY:
    
    
    1. Buyer shall: (i) Comply with all applicable laws and regulations, including export control (including ITAR and EAR, as applicable), import regulations, and anti-bribery laws and regulations; (ii) Use and transfer Products and Software only in accordance with applicable laws, contractual specifications, and agreed technical documentation; and (iii) Use Products and Software in nuclear, medical, aviation, military or other high risk applications only where such Products or Software are expressly identified by Seller in writing as suitable for such use, and only within the scope of the approved specifications, certifications, and operating conditions.
       
       
    2. For Products designated for nuclear, medical, aviation, military or other high-risk applications, Seller represents that such Products conform to the specifications, standards, and certifications expressly identified in the applicable contract documents. Buyer remains responsible for system-level integration, installation, operational use, and airworthiness or mission approval, except as otherwise expressly agreed in writing.


15. GENERAL TERMS:
    
    
    1. Assignment – Buyer may not assign the Contract without Seller’s prior written consent.
       
       
    2. Governing Law – The Contract is governed by Wisconsin law, excluding its conflict rules. The parties hereby exclude the U.N. Convention on the International Sale of Goods from this Contract.
       
       
    3. Venue – Seller and Buyer irrevocably submit to the non-exclusive jurisdiction of state or federal courts in Milwaukee, Wisconsin.
       
       
    4. Entire Agreement – The Contract constitutes the entire agreement between the parties and supersedes and replaces all prior discussions.
       
       
    5. Waiver – A waiver must be in a signed writing and shall not constitute a future waiver.
       
       
    6. Severability – If any provision is invalid, the remainder remains enforceable.
       
       
    7. Survival – Obligations that by their nature should survive (including warranty, IP, confidentiality, limitation of liability and governing law) shall survive termination or completion.
       
       
    8. Government Contract – These Terms shall apply to any order accepted by Seller hereunder pursuant to or in performance of a U.S. Government prime contract or subcontract, except to the limited extent they are expressly modified by mandatory flow‑down provisions of the Federal Acquisition Regulation (“FAR”) or applicable agency supplements (including DFARS), which are required by their terms to be flowed down to commercial item subcontractors based on the nature or dollar value of such order. Only those mandatory clauses that are expressly applicable to commercial items and commercial item subcontractors, as determined at the order level, shall apply. No other FAR or agency supplemental clauses shall be deemed incorporated by reference.