STATEMENT OF QUALITY AMERICAN ROLLER BEARING COMPANY (AMERICAN) is a leading manufacturer of quality anti-friction bearings in the industrial markets we serve. We are dedicated to serve industry and we will strive to manufacture products that meet or exceed our customer's requirements and specifications 100% of the time. Our company will continually involve all our people for the purpose of improving our processes, manufacturing quality products the first time, and delivering these products to our customers as required. STATEMENT OF WARRANTY The Company will replace or, at its option, repair free of charge, for one year after the date of receipt, any goods which fail in normal use and service during that period due to defects in material or workmanship. Such goods must be returned to Company at its Morganton, North Carolina manufacturing facility, transportation charges prepaid. No return shipments will be accepted without prior written authorization of Company. Company's obligations with respect to such replacement or repair shall not include costs of transportation, installation, adjustment or other expenses which may arise in connection with such replacement or repair. The provisions of this Warranty shall not apply to any goods which have not been properly lubricated, subjected to misuse, improper storage conditions, damage due to negligence or accident, or which shall have been repaired or altered in any way so as, in the judgment of Company, to affect adversely their performance and reliability, nor which are used for a purpose for which they are not designed. The Company’s bearings have not been designed or manufactured for use in any nuclear application, and such use violates the “normal use and service” clause in our above warranty and use in such application shall immediately void the warranty contained herein. THE COMPANY'S AGREEMENT TO REPAIR OR REPLACE DEFECTIVE GOODS IS THE EXCLUSIVE REMEDY AND IS EXPRESSLY IN LIEU OF, AND IS HEREBY IN DISCLAIMER OF, ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, IN LAW OR EQUITY, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON COMPANY'S PART. COMPANY'S EXPRESS WARRANTY HEREUNDER RUNS ONLY TO PURCHASER AND PURCHASER'S IMMEDIATE BUYER AND DOES NOT EXTEND, EXPRESSLY OR BY IMPLICATION, TO ANY OTHER PERSON. COMPANY'S DISCLAIMER OF ALL IMPLIED WARRANTIES RUNS TO ALL SUBSEQUENT PURCHASERS, AND PURCHASER WILL PASS THIS DISCLAIMER ON TO ITS BUYER. TERMS AND CONDITIONS AMERICAN ROLLER BEARING COMPANY STANDARD TERMS AND CONDITIONS These terms apply to all purchases of goods or services from American Roller Bearing Company ("Company"). 1. District Office All matters related to sales and purchasing should be directed to the Company's Office located at Hickory, North Carolina. 2. Transportation Charges Freight or other transportation expenses will be charged to Purchaser, and allowances made, on shipments by the Company to the Purchaser in accordance with policies established by the Company from time to time. The Company will notify the Purchaser of any changes in such policies and will specify the effective date of any such changes. Transportation charges are to be prepaid on all shipments of sample parts or material which the Purchaser desires the Company to inspect for free replacement purposes. 3. Terms - Cash Discount The Purchaser shall pay for ARB Bearings or services in accordance with the Company's regular terms and prices in effect at the time of sale. The Company will notify the Purchaser of such terms and prices from time to time. In the event of legal proceedings to collect delinquent balances, Purchaser shall be liable for all amounts due, late fees, as well as attorneys fees and costs of collection. 4. Claims No claims for shortages, efforts, or deficiencies will be allowed unless notice in writing is received by the Company within ten (10) days from receipt of goods by the Purchaser. No merchandise shall be returned to the Company unless authorized in advance by the Company. 5. Warranty The Company will replace or, at its option, repair free of charge, for one year after the date of receipt, any goods which fail in normal use and service during that period due to defects in material or workmanship. Such goods must be returned to Company at its Morganton, North Carolina manufacturing facility, transportation charges prepaid. No return shipments will be accepted without prior written authorization of Company. Company's obligations with respect to such replacement or repair shall not include costs of transportation, installation, adjustment or other expenses which may arise in connection with such replacement or repair. The provisions of this Warranty shall not apply to any goods which have not been properly lubricated, subjected to misuse, improper storage conditions, damage due to negligence or accident, or which shall have been repaired or altered in any way so as, in the judgment of Company, to affect adversely their performance and reliability, nor which are used for a purpose for which they are not designed. The Company’s bearings have not been designed or manufactured for use in any nuclear application, and such use violates the “normal use and service” clause in our above warranty and use in such application shall immediately void the warranty contained herein. THE COMPANY'S AGREEMENT TO REPAIR OR REPLACE DEFECTIVE GOODS IS THE EXCLUSIVE REMEDY AND IS EXPRESSLY IN LIEU OF, AND IS HEREBY IN DISCLAIMER OF, ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, IN LAW OR EQUITY, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON COMPANY'S PART. COMPANY'S EXPRESS WARRANTY HEREUNDER RUNS ONLY TO PURCHASER AND PURCHASER'S IMMEDIATE BUYER AND DOES NOT EXTEND, EXPRESSLY OR BY IMPLICATION, TO ANY OTHER PERSON. COMPANY'S DISCLAIMER OF ALL IMPLIED WARRANTIES RUNS TO ALL SUBSEQUENT PURCHASERS, AND PURCHASER WILL PASS THIS DISCLAIMER ON TO ITS BUYER. 6. Limitation of Liability THE PARTIES HERETO AGREE THAT IN NO EVENT SHALL COMPANY BE LIABLE TO PURCHASER, OR ANY OTHER PERSON, FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES AS A RESULT OF A BREACH OF ANY PROVISION OF ANY CONTRACT WITH THE COMPANY OR FOR ANY OTHER CLAIM OF ANY KIND ARISING OUT OF OR RELATING TO ANY SUCH CONTRACT, WHETHER IN CONTRACT, IN TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), INDEMNIFICATION, WARRANTY OR OTHERWISE. FOR ALL LOSSES, DAMAGES, LIABILITIES OR EXPENSES (INCLUDING ATTORNEY’S FEES AND COSTS), WHETHER FOR INDEMNITY OR NEGLIGENCE, INCLUDING ERRORS, OMISSIONS OR OTHER ACTS, OR WILLFUL MISCONDUCT, OR BASED IN CONTRACT, WARRANTY (INCLUDING ANY COSTS AND FEES FOR REPAIRING, REPLACING OR RE-PERFORMING SERVICES OR CURING A BREACH HEREOF), OR FOR ANY OTHER CAUSE OF ACTION (INDIVIDUALLY, A "CLAIM"; COLLECTIVELY, "CLAIMS"), COMPANY’S LIABILITY, INCLUDING THE LIABILITY OF ITS INSURERS, EMPLOYEES, AGENTS, DIRECTORS, AND OFFICERS AND ALL OTHER PERSONS FOR WHOM COMPANY IS LEGALLY RESPONSIBLE, SHALL NOT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEED IN THE CUMULATIVE AGGREGATE WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS CONTRACT, THE PURCHASE PRICE OF THE GOODS GIVING RISE TO SUCH CLAIMS. 7. Delays in Deliveries or Sales The Company will use its commercially reasonable efforts to ship products by the date specified in quotes, purchase orders and acknowledgements, but shall not be liable for delays due to shortages or unavailability of raw materials, or due to strikes, fire, accidents or other causes beyond the control the Company. In no event shall the Company be liable for prospective profits or special indirect or consequential damages, or any other damages whatsoever due to delays. 8. Authority to Represent The Purchaser is in no way the legal representative or agent of the Company for any purpose whatsoever, and has no right or authority to assume or create any obligation of any kind, express or implied, on behalf of the Company, or to bind it in any respect whatever. The Purchaser shall not incorporate or make use of the name, "The American Roller Bearing Company," or of the trademark, "American" or "ARB," or variations thereof, without the written consent of the Company. 9. Applicable Law / Jurisdiction This order or purchase is a contract that is made and shall be construed and enforced under the laws of the Commonwealth of Pennsylvania, where the headquarters of the Company is located, without regards to its conflict of law principals. The UN Convention on Contracts for the International Sale of Goods shall not apply to the transaction represented hereby. It is understood that this is a general selling agreement intended for use by the Company wherever ARB Bearings may be sold. Therefore, if any of its provisions shall contravene or be invalid under the laws of the particular State, County or Jurisdiction where used, such contravention or invalidity shall not invalidate the whole agreement, but it shall be construed as not containing the particular provision or provisions held to be invalid in that particular State, County or Jurisdiction, and the rights and obligations of the parties shall be construed and enforced accordingly. The parties hereto agree to the exclusive jurisdiction of any state court situated in Allegheny County, Pennsylvania or in any Federal court situated in the Western District of Pennsylvania. 10. Agreement Non-Assignable This order or purchase is nonassignable by the Purchaser, and any assignment or attempted assignment will constitute a breach hereof. 11. Additional Agreements The Company's quote and/or acknowledgment, and these Terms and Conditions, constitute the sole and only agreement existing between the Company and Purchaser. All other agreements, contracts and understandings between the said parties are herewith merged and included in this agreement. To the extent that specific terms in any other document, including purchase orders, acknowledgments and invoices, are inconsistent with these Terms and Conditions, the terms hereof shall control. 12. No Alteration Any variation or modification hereof must be signed by the President or a Vice President of the Company. BE:317862-4 019798-105372 Revised 7/11