12. Credit and Payment: Credit accounts will be opened only with Buyers approved by Donaldson’s Credit Department. All sales made on credit are due and payable 30 days following the invoice date unless a different period is stated on the invoice. All amounts not paid when due shall bear interest at eight percent (8%) per annum, or the highest rate allowed by law, whichever is lower, until paid. Seller reserves the right at any time, to alter or suspend credit, or to change the credit terms provided herein, when in its sole opinion the financial condition of Buyer so warrants. Seller may at any time, with or without notice to Buyer, and at its option, suspend work and shipment under this contract if, in Seller’s sole opinion, the financial condition of Buyer so warrants. In such cases, in addition to any other remedies herein or provided by law, Seller may require cash payment or satisfactory security from Buyer before credit is restored or Seller continues performance. If Buyer fails to make payment or fails to furnish security satisfactory to Seller, then Seller has the right to enforce payment of the full contract price of the work completed and in process. If Buyer fails to make payment when due, Buyer shall immediately pay to Seller the entire unpaid amounts for any and all shipments made to Buyer regardless of the terms of the shipments and whether said shipments are made pursuant to these Terms or any other contract of sale between Seller and Buyer, and Seller may withhold all subsequent shipments until Buyer settles its full account. Seller’s acceptance of less than full payment is not a waiver of any of its rights. 13. Minimum Order: Minimum order quantities are noted on the applicable quotation. 14. Prices & Quotations: Orders for goods will be invoiced at prices in effect at the time of Seller’s acceptance of the order, unless otherwise specified in Seller’s written quotation to Buyer. Prices do not include transportation or related costs. These Terms allocate the product risks between the parties, which are reflected in the prices for the goods. Quotations are valid for 30 days, unless otherwise specified, and represent no obligation until the order, issued by Buyer in response to the quote, is acknowledged and accepted by Seller. The prices and Seller’s performance under an order are subject to resource availability and costs within Seller’s control at the time of manufacture of the goods. 15. Specialized Packaging/Equipment: Buyer will pay or reimburse Seller for the cost of specialized packaging beyond Seller’s standard packaging including packing for export and charges assessed for the use of specialized equipment (lift gates, soft-tops, etc.) to ship goods. 16. Catalog Weights & Dimensions: Catalog weights and dimensions are estimates, but are not guaranteed. 17. Cancellation, Suspension & Rescission: No accepted order shall be modified or cancelled by Buyer except upon Seller’s written agreement, in which case, it shall be subject solely to these Terms, whether or not stated in the change- order. Cancellation of orders for standard goods is subject to cancellation charges. Buyer will reimburse Seller for all costs and expenses including commitments and internal expenses incurred by Seller in the event of order cancellation for modified or customized goods, or for standard goods in greater than customary quantities. Costs of cancellation may represent 100% of the value of the order which is canceled depending upon the level of customization and the status of work-in-process. If Buyer fails to fulfil its obligations, is declared bankrupt, is subject to a suspension of payments process, requests a moratorium, proceeds with a liquidation of its business, its assets are attached in whole or in part, or any similar procedures or actions, Seller has the right to suspend any order, cancel or rescind any order, in whole or in part, without prior notice, by written declaration, at its option and without prejudice to any rights to compensation for costs, damages and interest. 18. Returned Goods: When expressly authorized by Seller in writing, unused, non-defective goods in saleable condition may be returned to Seller, at Buyer’s expense, and subject to a handling and restocking charge and additional conditions which may be obtained by contacting Seller. Seller will not accept return of any goods without authorization or goods that have been used, modified or altered in any way. 19. Repairs, Alterations & Modifications: If Seller is requested to repair goods not covered by its warranty, such repairs shall be made at the expense of the person requesting such repair. Any alterations or modifications to the goods made by anyone other than Seller are not permitted without specific prior written authorization by Seller and will void the warranty. 20. Limitation on Liability: SELLER SHALL NOT BE LIABLE, AND IT HEREBY DISCLAIMS ALL LIABILITY, FOR ANY LOSS OF PROFITS, CONSEQUENTIAL, CONTINGENT, INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS OR REVENUE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE
