Standard Terms and Conditions of Sale

Filtration Group IAQ Sales Terms and Conditions

General

The terms and conditions of sale set forth below apply to all quotations made and purchase orders accepted by Filtration Group LLC, Dafco Filtration Group Corporation or other Filtration Group IAQ entity referenced in the quote (“Seller”). The purchaser of goods is hereafter referred to as “Buyer”.  Except for the terms, conditions and warranties set out in any supply agreement between the Seller and the Buyer, all other terms, conditions and warranties whatsoever are rejected and excluded unless expressly and specifically accepted in writing by the Seller. All orders are subject to acceptance by Seller. If the terms and conditions herein shall be deemed to be an offer by Seller, any acceptance by Buyer is limited to acceptance of the express terms and conditions contained herein. All sales are upon the terms herein contained, whether pursuant to Buyer’s written or oral request and notwithstanding any other terms presented by Buyer at the time of such request. Oral statements by Seller’s employees or agents regarding the goods or materials or services (the “goods”) to which these terms apply are not warranties, shall not be relied on by Buyer, and are not part of any contract. No waiver or modification hereof shall be binding upon Seller unless in writing and signed by a duly authorized representative of Seller.

Shipping and Delivery

Unless otherwise indicated herein, Seller shall determine in its discretion and make arrangement for shipment of the goods. All risk of loss, damage or charge with respect to the goods shall pass to Buyer upon shipment by Seller. Shipment or delivery may be made in separate lots or partial shipments. Buyer may not refuse delivery of any lot or partial shipment or refuse payment therefore because of failure to deliver any other lot or nonconformity in any other lot or partial shipment.

Purchase Price and Payment Terms

The price of each shipment of goods shall consist of the prices charged for the goods excluding applicable tax. All quotations are valid for thirty (30) days pending Buyer’s approval. Goods are sold only in standard packaging quantities. Minimum orders are subject to change without notice. Unless otherwise agreed by the Seller in writing, payment shall be due within 30 days after the later of the invoice date, the date the goods were shipped, or the date the goods would have been shipped but for a delay caused by something other than the Seller’s own default. In the event of default in payment by the Buyer, the Seller shall be entitled, without prejudice to any other right or remedy, to discontinue manufacturing and/or suspend all further deliveries of goods under the Agreement without notice to the Buyer, and to charge interest on any amount outstanding at the rate of 18% per annum.

Credit Approval

Orders are subject to credit approval, if any, by Seller.

Warranty

Seller’s goods shall be judged solely on the conformance with Seller’s standard specifications. Seller will not consider other requirements than those stated in the product specifications furnished by the Buyer. Seller shall not be obligated to replace or accept return of goods meeting Seller’s product specifications regardless of the performance of the goods and/or the functionality of the goods as used by Buyer. If the Seller consents to a return of goods, credit will be provided to the Buyer for an amount equal to the price for which the goods were purchased less a deduction of 25% of the purchase price to cover the estimated cost of re-stocking the goods, including clerical and other expenses incurred in connection with such re-stocking. No return will be accepted on any customized orders. In no event shall Seller be liable to Buyer or any third party for the effect of Seller’s product, or any modifications of, or additions to, Seller’s product. Seller is under no obligation to inform Buyer of special material formulations or changes in the manufacture of goods. To the maximum extent allowed, all intellectual property pertaining to the goods are the exclusive property of Seller. No claim against Seller of any kind, whether as to goods delivered or for non-delivery of goods, shall be greater in amount than the purchase price of the goods in respect to which such claim is made; and in no event shall claim be made for indirect, incidental, special or consequential damages (including loss of revenue or profits) exemplary or punitive damages whether or not Buyer has been previously apprised of such damages. Failure of Buyer to give notice of claim within thirty (30) days from the date of delivery shall constitute a waiver by Buyer of all claims with respect to goods. Buyer’s sole and exclusive remedy for breach of this warranty shall be to provide Seller with the notice and receive the remedies as provided above in this Section V. Other than as set forth herein, Seller makes no representations or warranties of any kind, whether express or implied, with respect to the goods. Seller expressly disclaims all warranties of merchantability, fitness for a particular purpose, title, regulatory compliance, and all warranties arising from conduct, course of dealing or custom of trade. Oral statements made by Seller’s employees or agents, or statements made in Seller’s general advertising or printed material do not constitute warranties. Conformity of the goods to any model or sample is not a part of the basis of the bargain between Buyer and Seller. In no event shall Seller be responsible for any damage, change or effect to the goods resulting from or related to any acts or omissions of Buyer or of any agent, distributor or vendor of Buyer or their customers or any intermediary or end user of any product manufactured, distributed or sold by Buyer including but not limited to improper storage, handling, installation, modifications, abuse or misuse.

Infringement and Indemnification

Buyer agrees to defend, indemnify and hold harmless Seller and its affiliates and its suppliers, and its and their shareholders, directors, officers and employees from and against any and all claims, liability, damages, cost and expenses, including reasonable attorney’s fees, resulting from or arising out of (a) the goods; or (b) the possession or use by any person of any Buyer product containing goods.

Taxes

In addition to the price specified herein, Buyer shall pay the amount of any present or future sales or use taxes, excise taxes, taxes on transportation and other direct or indirect taxes whether such taxes are Federal, State, or Local, applicable to the sale, delivery, use or other handling of the goods sold hereunder.

Cancellation

Unshipped orders, order modifications and/or cancellations must be confirmed in writing to Seller and may be subject to a cancellation charge. Cancellation of unshipped orders for custom made goods will be reviewed for costs incurred up to the date of the written notice and Buyer will be notified of the related cancellation charges, which will include the cost of any inventories on hand, work in progress, and all other reasonable costs incurred by Seller.

Force Majeure

Seller shall not be responsible or liable for any loss or damage occurring by reason of delay in performance or non-performance caused by circumstances beyond Seller’s reasonable control including, but not limited to, acts of God, fire, flood, war, government action, accident, labor trouble or shortage, or inability to obtain material, equipment or transportation. If resulting delay occurs, shipments may be proportionately or wholly suspended and resumed upon removal upon such cause. Quantity so affected may be eliminated from the order without liability, but the order shall remain otherwise unaffected.

Governing Law, Artibitration

The agreement between Buyer and Seller and matter connected with the performance thereof shall be construed in accordance with and governed by the law of the State of Illinois, without regard to its conflict of laws principles.  The provisions of the United Nations Convention for the International Sale of Goods (“CISG”) shall not govern the rights and obligations of the parties in connection with this order. With respect to sales within the United States, any controversy or claim arising out of or relating to the Agreement between Buyer and Seller, or the breach thereof, shall be finally settled in the City and State of the Seller’s accepting offices, by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  With respect to sales outside the United States, any controversy or claim arising out of or relating to the Agreement between Buyer and Seller, or the breach thereof shall be finally settled in New York, NY under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof pursuant to the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Award.

Confidential Information

All drawings, documents, confidential records and other information supplied by the Seller are supplied on the express understanding that copyright is reserved to the Seller and that the Buyer shall not, without the written consent of the Seller, either give away, loan, exhibit or display any such drawings, documents, records software or other information or extracts there from or copies thereof or use them in any way except in connection with the goods in respect of which they are issued.

Disclaimer of Damages/Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS DOCUMENT, BUYER EXPRESSLY AGREES THAT SELLER IS NOT LIABLE TO BUYER (OR ANY THIRD PARTY) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS DOCUMENT OR THE SALE OF GOODS. FURTHERMORE, SELLER’S MAXIMUM AGGREGATE LIABILITY TO BUYER SHALL NEVER BE MORE THAN THE VALUE TO REPAIR OR REPLACE ANY NON-CONFORMING GOODS PURCHASED AND PAID FOR BY BUYER.

Miscellaneous

Seller’s failure to exercise any privilege hereunder shall not thereafter waive any of the terms, conditions, or provisions, whether the same or similar type. The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision. The rights and obligations of Buyer hereunder may neither be assigned nor delegated without the prior written consent of Seller. Goods sold by Seller may be subject to U.S. export controls. Retransfer of such items to countries or end-users not approved for U.S. export is prohibited except with proper U.S. Government authorization. Violations may result in penalties.