1 1. Offer, Governing Provisions, Amendment & Revocation: This document (“Terms”) is an offer or counter-offer by Donaldson Company, Inc. or one of its affiliates (hereinafter referred to as "Seller"), as identified on the applicable quote, order acknowledgement, invoice or other sales document (“Sales Document”), to sell the goods and/or services to the named Buyer on the Sales Document (“Buyer”) solely in accordance with these Terms and any signed agreement between Seller and Buyer. This is not an acceptance of any offer made by Buyer, even if received elsewhere by a salesperson, selling agent or representative of Seller. This sale is expressly conditioned upon Buyer’s assent solely to the Terms. Each order from Buyer shall be deemed to be an offer by Buyer to purchase the goods and/or services solely pursuant to these Terms. Acceptance, either by acknowledgment, shipment of goods or commencement of services, of any order does not constitute acceptance by Seller of any of the terms or conditions of those orders or of any request for quotation, except as to identification and quantity of goods/ services. Seller objects to any additional or different terms contained in any order, request for quote or other communication provided by Buyer. No additional or different terms or conditions will be of any force or effect. Seller may revoke its offer at any time before it is accepted by Buyer. The terms contained in or incorporated into these Terms by reference, including the Sales Documents, any product disclaimer, important product notice, product- specific warranty statement and Seller’s quotation or proposal comprise the entire agreement between Seller and Buyer on the subject of the transactions described herein and there are no conditions to that agreement that are not so contained or incorporated, except that any confidentiality/non-disclosure agreement executed by the parties shall remain in effect according to its terms. Oral representations are specifically excluded from and overridden by the Terms. No accepted offer may be altered by Buyer and no changes to this document can be made except in writing signed by Seller’s authorized representative. Notwithstanding anything herein to the contrary, if a written contract signed by both parties exists covering the sale of the goods and/or services, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. 2. Services: Buyer shall (i) cooperate with Seller in all matters relating to the services and provide access to Buyer's premises and other facilities as Seller reasonably requests; (ii) respond promptly to Seller requests for direction, information, approvals, authorizations or decisions that are reasonably necessary for Seller to perform services in accordance with the requirements of the Terms; (iii) provide such materials or information as Seller requests to carry out the services in a timely manner and ensure that Buyer-supplied materials, equipment or information are complete and accurate in all material respects; (iv) obtain and maintain all necessary permits, approvals, licenses and consents necessary for the services; and (v) comply with all applicable laws in relation to services before the start date. 3. Order Acceptance & Governing Law: No order is binding on Seller until accepted and acknowledged in writing by Seller, which acceptance shall be delivered by mail or electronic communication. Orders may be held or cancelled at Seller’s discretion where local law allows. These Terms shall be governed by and construed according to the laws of the jurisdiction where the main office of the Seller entity is located (“Jurisdiction”), without reference to its principles of conflicts of laws. Any legal suit, action or proceeding arising out of or relating to the Terms shall be instituted in the appropriate courts located in the Jurisdiction and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The rights and obligations of the parties shall not be governed by the 1980 United Nations Convention for the International Sale of Goods. 4. Shipment, Delivery & Risk of Loss: Unless otherwise agreed in writing by Seller, title to goods and all risk of loss or damage thereto shall pass to and be borne by Buyer FCA (Incoterms® 2020) Seller’s point of manufacture or distribution facility. Buyer’s purchase order must specify a preferred carrier; otherwise, goods will be shipped by Seller on a Prepaid and Add basis notwithstanding the FCA delivery terms. A handling charge will be added to all freight charges to compensate Seller for preparing and shipping the goods when Seller arranges for shipment on a Prepaid and Add basis. Delivery of the Donaldson Company, Inc. General Terms and Conditions of Sale Warranty & RGA Terms and Conditions
