Terms and Conditions Standard Terms Minimum Invoice $50.00 Net F.O.B.: Anderson, Indiana Terms: Net 30 A 1½% per month (18% annual percentage rate) finance charge may be added to your account on any amount that is more than 30 days past due. The items described in this document are hereby offered for sale at prices to be established by Donaldson Hy-Pro, its subsidiaries and its authorized distributors. This offer and its acceptance by any customer (“Buyer”) shall be governed by all of the following Terms and Conditions. Buyer’s order for any item described in its document, when communicated to Donaldson Hy-Pro, its subsidiary or an authorized distributor (“Seller”) verbally or in writing, shall constitute acceptance of this offer. 1. Terms and Conditions of Sale: All descriptions, quotations, proposals, offers, acknowledgements and sales of Seller’s products are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer’s acceptance of any offer to sell is limited to these terms and conditions. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by Buyer in any acceptance of an offer by Seller, are hereby objected to. No such additional, different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller’s acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer’s assent to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Buyer’s offer. Acceptance of Seller’s products shall in all events constitute such assent. 2. Delivery: Unless otherwise provided on the face hereof, delivery shall be made F.O.B. Seller’s plant. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller’s delivery to a carrier. Any delivery dates shown are approximate only and Seller shall have no liability for any delays in delivery. 3. Element Warranty: Seller warrants that the items sold hereunder shall be free from defects in material or workmanship for a period of 365 days from the date of installation by the end-user. This warranty comprises the sole and entire warranty pertaining to items provided hereunder, Seller makes no other warranty, guarantee, or representation of any kind whatsoever, all other warranties, including but not limited to, merchantability and fitness for purpose, whether express, implied, or arising by operation of law, trade usage, or course of dealing are hereby disclaimed. Notwithstanding the foregoing. There are not warranties whatsoever on items built or acquired wholly or partially, to buyer’s designs or specifications. Excludes manufactured equipment, see Equipment Warranty. 4. Element Shelf Life: 5 years from the manufacturing date marked on the product. Seller will not accept any warranty claims for products which at the time of installation have a manufactured date greater than 5 years. ICB elements have a shelf life of 1 year. Please note that the conditions under which filters are stored can have a significant impact upon the shelf life of the filter; i.e., conditions of excessive temperatures or exposures to certain chemical environments can have an adverse effect on shelf life. 5. Limitation of Remedy: Seller’s liability arising from or in any way connected with the item sold or this contract shall be limited exclusively to the repair or replacements of the items sold or refund of the purchase price paid by Buyer, at Seller’s sole option. In no event shall Seller be liable for any incidental consequential or special damages of any kind, or nature whatsoever, including but not limited to lost profits arising from or in any way connected with this agreement or items sold hereunder, whether alleged to arise from breach of contract, express or implied warranty or in tort, including without limitation, negligence, failure to warn or strict liability. 6. Changes, Reschedules and Cancellations: Buyer may request to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, or may request to cancel all or part of this order, however, no such requested modification or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement. Acceptance of any such requested modifications or cancellation shall be at Seller’s discretion, and shall be upon such terms and conditions as Seller may require. Special (non-catalog) articles are not cancelable or returnable. Subject to a 20% restocking charge. 7. Special Tooling: A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns acquired to manufacture items sold pursuant to this contract. Such special tooling shall be and remain Seller’s property notwithstanding payment of any charges by Buyer. In no event will Buyer acquire any interest in apparatus belonging to Seller, which is utilized in the manufacture of the items sold hereunder, even if such apparatus has been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer. Unless otherwise agreed, Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property in its sole discretion at any time. 8. Buyer’s Property: Any designs, tools, patterns, materials, drawings, confidential information or equipment furnished by Buyer or any other items which become Buyer’s property, may be considered obsolete and may be destroyed by Seller after two (2) consecutive years have elapsed without Buyer placing an order for the items which are manufactured using such property. Seller shall not be responsible for any loss or damage to such property while it is in Seller’s possession or control. 9. Taxes: Unless otherwise indicated on the face hereof, all prices and charges are exclusive of excise, sales, use, property occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery of the items, sold hereunder. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax, the amount thereof shall be in addition to the amounts of the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable. 10. Force Majeure: Seller does not assume the risk of and shall not be liable for delay or failure to perform any of Seller’s obligations by reason of circumstances beyond the reasonable control of the Seller (hereinafter ‘Events of Force Majeure’). Events of Force Majeure shall include without limitation, accidents, acts of God, strikes or labor disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, delays or failures in delivery of carriers or suppliers, shortages of materials and any other cause beyond Seller’s control. 11. Entire Agreement/Governing Law: The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. This Agreement shall be governed in all respects by the law of the state of Indiana. No actions arising out of the sale of the items sold hereunder of this Agreement may be brought by either party more than two (2) years after the cause of action accrues. 12. Packaging and Shipping: Items are provided with standard commercial packaging, labeling, painting and inspection. Prices and discounts are based on standard commercial packaging only. Donaldson Hy- Pro reserves the right to make partial shipments at its discretion. 13. Returns: Contact Donaldson Hy-Pro for a Return Goods Authorization (RGA) number. Returns will not be accepted without a complete RGA number attached to the product or shipping documents. Returned material must be in saleable condition, in original packaging and sealed. Elements may be returned within four years of the manufacturing date. ICB elements are not eligible for return. Returns must be received by Donaldson Hy-Pro within 45 days after an authorization (RGA) number is issued. Returns are subject to a 20% restocking charge. 14. Payment: Shall be made by Buyer net 30 days from the date of delivery of the items purchased hereunder. Any claims by Buyer for omissions or shortages in a shipment shall be waived unless Seller receives notice thereof within 30 days after Buyer’s receipt of the shipment. 15. Indemnity for Infringement of Intellectual Property Rights: Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Part 10. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets (hereinafter ‘Intellectual Property Rights’). Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer bases on an allegation that an item sold pursuant to this contract infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If any item sold hereunder is subject to a claim that it infringes the Intellectual Property Rights of a third party. Seller may at its sole expense and option, procure for Buyer the right to continue using said item, replace or modify said item so as to make it non- infringing, or offer to accept return of said item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing. Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed items delivered hereunder for which the designs are specified in whole or part by Buyer, or infringements resulting from the modification, combination or use in a system of any item sold hereunder. The foregoing provisions of this Part 10 shall constitute Seller’s sole and exclusive liability and Buyers sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an item delivered hereunder is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right. Bulletin # MKTTC2014/12 310
