TERMS AND CONDITIONS

1. General. These Terms and Conditions set forth the terms and conditions
pursuant to which the purchaser (“Purchaser”) will purchase and THKAmerica, Inc. (“Seller”) will sell any THK linear-bearings or other products(“Products”). These Terms and Conditions shall govern and apply to thesale of the Products to Purchaser, regardless of any terms and conditions
appearing on any purchase order or other forms submitted by Purchaser toSeller or given verbally by Purchaser to Seller.

2. Purchase Orders. All purchase orders of Purchaser shall, unlessotherwise agreed in writing by Seller, be in writing and set forth the quantityof the Products desired, the specifications therefore, the desired delivery date,
the price of each Product, and all other relevant information necessary toeffectuate shipment of the Products by Seller. Such purchase orders shallbe limited and subject to acceptance of these Terms and Conditions and noadditional, inconsistent or contrary terms shall become part of this agreement
or any sale of Products to Purchaser unless specifically accepted in writing bySeller.
3. Acceptance//Return. All orders for Products shall be subject toacceptance by Seller at Seller's facilities. Purchaser shall not return any
Products actually delivered to Purchaser without the written consent of, andupon terms agreed to, by Seller.
4. Price. Prices shall be those in effect at the time of order entry. Prices
are subject to change by Seller without notice.
Sellers prices do notinclude sales, use, excise or similar taxes. Consequently, the amount of any
present or future sales, use or other similar tax applicable to the sale or useof the Products shall be paid by Purchaser.
5. Payment/Delinquency Charge. Payment terms are net thirty (30) days
from the date of Seller=s invoice. Seller reserves the right to charge interestat the rate of 1.5% per month (but not more than the maximum percentage
permitted by law) on all balances not paid by Purchaser within the designatednet terms. Seller reserves the right at any time to revoke any credit
extended to Purchaser because of Purchaser's failure to pay for any Products
when due or for any other reason deemed to be good and sufficient by Seller.
Seller shall make no sale or shipment of any Products to Purchaser on open
account, or in any manner, if at any time the financial responsibility ofPurchaser becomes impaired or unsatisfactory to Seller, and Purchaser does
not provide full security to Seller, or if at the time of such sale or shipment,
Purchaser is delinquent in the payment of any account to Seller. In theevent Purchaser shall be in default of any terms and conditions hereof, orbecomes insolvent or proceedings are instituted to declare Purchaser
bankrupt, or a receiver is appointed for Purchaser in any court, Seller may atits option terminate this order and upon such termination by Seller, any andall claims or demands against Purchaser held by Seller shall immediately
become due and payable. In the event of any action at law or in equity byreason of Purchaser’s non-payment of balance owed, Purchaser will pay
Seller its reasonable costs of collection or other out-of-pocket costs andexpenses and attorney’s fees on account thereof.

6. Delivery and Freight Charges. All delivery dates are approximate andbased upon the prompt receipt of all necessary information from Purchaser.
Unless otherwise instructed, Seller will ship Products to Purchaser via
regular Federal Express delivery or similar carrier, F.O.B. Sellers facility.
Risk of loss shall pass to Purchaser at the F.O.B. point. Notwithstanding theprovisions contained in these Terms and Conditions to the contrary, Seller
shall not be responsible or liable for any loss or damage whatsoever,including loss of income and/or profits, incidental, special or consequential
damages resulting from Sellers delayed performance in shipment or deliveryof the Products for any reason whatsoever. All freight charges are stated onSellers invoices and are part of Sellers payment terms.
7. Warranty. Seller warrants that the Products sold hereunder will be freefrom defects in material and workmanship for a period of twelve (12) months
from the date of shipment from Seller=s facility. SELLER'S WARRANTYHEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OFSELLER
AND
THE
MANUFACTURER
OF
THE
PRODUCTS(COLLECTIVELY, AManufacturing and Selling Parties@), WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE CREATED UNDERAPPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTYOF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR APARTICULAR PURPOSE OR USE. IN NO EVENT SHALL SELLER ORTHE MANUFACTURING AND SELLING PARTIES BE LIABLE (ANDPURCHASER SHALL NOT ASSERT ANY CLAIM) FOR SPECIAL,INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES,INCLUDING LOSS OF PROFITS. PURCHASER=S SOLE AND EXCLUSIVEREMEDIES UNDER THIS WARRANTY SHALL BE LIMITED, AT SELLER=SEXCLUSIVE DISCRETION, TO: (1) REPLACEMENT OF ANY DEFECTIVEPRODUCTS OR PART THEREOF; OR (2) REPAIR OF ANY DEFECTIVEPRODUCTS OR PART THEREOF; OR (3) RETURN OF THE PURCHASE
PRICE FOR ANY DEFECTIVE PRODUCT OR PART THEREOF. Thewarranty and remedy set forth above are conditioned upon the proper storage,
use and maintenance of the Products and conformance with all applicable
recommendations of the Manufacturing and Selling Parties with respect to theProducts. No agent, employee or representative of Seller (or any distributor,dealer or sales representative of Seller) has the authority to bind Seller toany affirmation, representation or warranty concerning the Products soldhereunder, and unless such affirmation, representation or warranty is specifically included in these Terms and Conditions, it will not form a part of thebasis of these Terms and Conditions and shall in no way be binding upon theSeller or enforceable by Purchaser.
8. Patent Infringement. Sellers liability for patent infringement (and theliability of the Manufacturing and Selling Parties) is limited to Sellers defenseof any suit or proceeding brought against Purchaser based on a claim that
the Products sold hereunder, when employed in the manner intended bySeller, constitutes an infringement of any patent of the United States. If
Purchaser=s use of the Products in the manner intended by Seller is finallyenjoined, Seller shall, at its option, either procure for Purchaser the right tocontinue using the Products; replace the same with non-infringing Products;
modify the Products so that they become non-infringing, but equivalent to theProducts sold hereunder, or refund the purchase price (less allowance foruse, damage or obsolescence). Seller makes no warranty against patent
infringement resulting from portions of the Products made to Purchasers
specifications or the use of Products in combination with any other Products
or in the practice of any process and if a claim, suit or action against theManufacturing or Selling Parties is based thereon, Purchaser shall defend,
indemnify and save Seller and the Manufacturing and Selling Parties
harmless from and against any and all claims, losses or damages arising
there from.
9. Force Majeure. Sellers obligations hereunder are subject to, and Seller
shall not be held responsible for, any delay or failure to make delivery of allor any part of the Products due to acts or circumstances beyond the controlof Seller, including, but not limited to, labor difficulties, fires, casualties,accidents, acts of God, acts of terrorism, transportation difficulties, inability toobtain Products, materials or components or qualified labor sufficient to timely
perform part or all of any obligation, or governmental regulations or actions.
In the event of the occurrence of any of the foregoing, at the option of Seller,
Seller shall be excused from the performance hereunder or the performanceof the Seller shall be correspondingly extended.
10. Miscellaneous Provisions.
(a) These Terms and Conditions, together with any written Distributor
Agreement between the parties, constitute the entire agreement between
Seller and Purchaser as it relates to the purchase and sale of Products toPurchaser by Seller and the liability of the Manufacturing and Selling parties,
and supersede any and all prior agreements, correspondence, quotations orunderstandings heretofore enforced between the parties relating to the subject
matter hereof.
(b) If any term or condition or part of these Terms and Conditions is held
invalid, the remaining terms and conditions hereof shall not be affectedthereby.
(c) These Terms and Conditions may be modified, canceled or rescinded
only by a written agreement by both parties executed by their duly authorized
agents.
(d) All rights available to Seller under the Uniform Commercial Code except
as specifically limited or excluded herein (even though not specificallyenumerated), are reserved to Seller as remedies available in the event ofdefault or breach by Purchaser.
(e) This agreement and any sale of Products to Purchaser shall be deemed
to have been made in and governed by the substantive laws of the State ofIllinois, without regard to choice-of-law provisions.

(f) Any claims relating to the sale or use of the Products and/or therelationship between Seller and Purchaser shall be asserted only in the stateor federal Courts located in Cook County, Illinois.
Purchaser hereby
consents to the jurisdiction and venue of said courts.
(g) Any failure by either party to enforce at any time any term or condition
hereof shall not be considered a waiver of such party=s right thereafter toenforce the same or any other term or condition hereof.
(h) These Terms and Conditions shall be binding upon the successors andlegal representatives of Purchaser and Seller.
11. Security Interest. To secure any indebtedness due and owing fromPurchaser from time to time, Purchaser hereby grants to Seller, and Seller
hereby reserves unto itself, a continuing purchase money security interest in
any and all products manufactured by Seller or Seller=s parent company andother Products heretofore or hereafter sold or delivered to Purchaser by Seller,
and all related parts, components and accessories therefore, and all proceeds
arising from the sale or other disposition of the foregoing, including, but notlimited to, cash, accounts, contract rights, accounts receivable, instruments
and chattel paper. Purchaser shall at no time grant any security interest in
conflict with that granted to Seller herein. Purchaser shall cooperate in the
preparation, signing and filing of financing statements necessary to evidence
and perfect Seller=s security interest as described above.