Environmental Filter Terms and Conditions

ACCEPTANCE.  Purchaser agrees to buy and Environmental Filter Inc (“Environmental Filter”) agrees to sell the products described in the purchase order and/or quote for the price therein and exclusively subject to the terms set forth herein.  Any transaction between Purchaser and Environmental Filter is strictly limited to the terms of this offer and Environmental Filter hereby notifies Purchaser of its objection to any different or additional terms in Purchaser’s acceptance.  Purchaser’s receipt and acceptance of Products conclusively evidences Purchaser’s unconditional acceptance of these Terms and Conditions.  “ Purchaser” means the legal entity purchasing Products and services from Environmental Filter pursuant to the Purchase Order.  Acceptance of products by Purchaser is without qualification.

PRICES.  Prices offered are valid for a period of thirty (30) days from the date of the quote (if a shorter period is specified, then only for such shorter period).  The prices offered only apply to the specific quantities, specifications, and delivery schedules set at the time of the quote.  Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment.  Environmental Filter’s prices for products include Environmental Filter’s standard commercial packing and packaging.  Any non-standard or special packing or packaging will be provided by Environmental Filter at additional cost to Purchaser.  The price quoted by Environmental Filter for the goods and/or services is given in consideration of the limitation of liability as expressed herein.

PAYMENT; ATTORNEY FEES.  All payments shall be due on a Net-30 basis.  Environmental Filter reserves the right to impose, and Purchaser agrees to pay, a late fee of 18%, or the maximum rate allowed by law, on all amounts not timely paid. Purchaser shall be liable for all cost, including attorney fees, incurred by Environmental Filter in collecting any payment due.

LIMITED WARRANTY; LIMITATION OF LIABILITY.  ENVIRONMENTAL FILTER WARRANTS, FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF RECEIPT, THE PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP.  THE WARRANTIES SHALL NOT APPLY TO ANY PRODUCT THAT HAS BEEN: (I) SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE, OR ACCIDENT; (II) ALTERED, MODIFIED, OR REPAIRED BY ANYONE OTHER THAN ENVIRONMENTAL FILTER OR ITS AUTHORIZED REPRESENTATIVE; OR (III) IMPROPERLY MAINTAINED, OVERHAULED, INSTALLED, STORED, OPERATED, USED, HANDLED OR EXPOSED TO ANY ENVIRONMENTAL CONDITION NOT IN ACCORDANCE WITH ENVIRONMENTAL FILTER’S INSTRUCTIONS.  THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE PERIOD IDENTIFIED ABOVE.  ANY WARRANTY CLAIM MUST BE

PRESENTED IN WRITING TO ENVIRONMENTAL FILTER ON OR BEFORE THE DATE OF EXPIRATION OF THE APPLICABLE WARRANTY, AND MUST INCLUDE A

COPY OF THE ORIGINAL PURCHASE ORDER WHICH REFLECTS THE DATE THE PRODUCT WAS PURCHASED.  FAILURE TO TIMELY PRESENT THE CLAIM SHALL RESULT IN DENIAL OF THE CLAIM.  UPON A WARRANTY CLAIM ENVIRONMENTAL FILTER  SHALL HAVE THE OPTION TO REPAIR THE PRODUCT, REPLACE THE PRODUCT, OR REFUND THE PURCHASE PRICE.  

IN THE EVENT OF ANY CLAIM, CAUSE OF ACTION OR LAWSUIT BROUGHT BY PURCHASER, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY CLAIM, ENVIRONMENTAL FILTER SHALL ONLY BE LIABLE FOR THE ACTUAL DAMAGES, BUT IN NO EVENT GREATER THAN THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCT.  

IN NO EVENT SHALL ENVIRONMENTAL FILTER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM A BREACH OF THIS LIMITED WARRANTY.  FOR AVOIDANCE OF DOUBT, ENVIRONMENTAL FILTER SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF REVENUE.  ENVIRONMENTAL FILTER SHALL ALSO NOT BE LIABLE FOR ANY EXPENSE ASSOCIATED WITH THE REMOVAL, REINSTALLATION OR TRANSPORTATION OF THE PRODUCT.  IN THE CASE OF COMPONENTS OR PARTS NOT MANUFACTURED BY ENVIRONMENTAL FILTER, ENVIRONMENTAL FILTER MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED.  

NO ARRANGEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON ENVIRONMENTAL FILTER UNLESS IN WRITING AND SIGNED BY ENVIRONMENTAL FILTER .

CHANGE ORDER REQUESTS.  All change requests to a purchase order must be submitted to Environmental Filter in writing and will not be effective until Environmental Filter consents in writing to the change(s).  

DELIVERY; SHIPPING; RISK OF LOSS.  Shipping dates are approximate and require prompt receipt of all necessary Purchaser-furnished information.  Environmental Filter is not liable for any damages, re-procurement or other costs, and shall not be subject to any penalty, related to late deliveries.   All shipments by Environmental Filter are F.O.B. Environmental Filter’s place of shipment, as defined in the Arkansas Uniform Commercial Code.  

FORCE MAJEURE.  Environmental Filter shall not be liable for any failure, loss or delay in performance resulting, in whole or in part, directly or indirectly, from fires, floods, or other acts of God; strikes, lockouts, or other labor disputes; wars, riots, embargoes, or actions by foreign, federal, state or local governments; shortages of transportation equipment, fuel or labor; or any other circumstance beyond Environmental Filter’s reasonable control.  

EXCHANGE AND RETURNS.  All sales are final.  No return of unused products will be permitted unless previously authorized in writing by Environmental Filter.  A restocking fee may apply.  

INDEMNITY.  Purchaser agrees to indemnify, defend and hold harmless Environmental Filter from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by Environmental Filter as a result of or arising out of the breach by Purchaser of any of the terms and provisions set forth the purchase order, invoice or herein.  Each party will hold harmless and indemnify the other party against all claims, judgments, costs and fees, including attorneys’ fees, relating to infringement of patents, designs, copyrights, or trademarks to the extent that the infringing products are manufactured, sold or used in whole or in part to the indemnifying party’s specifications, designs, drawings or other technical data.  The parties agree that each party will indemnify and hold harmless the other for negligent or intentional actions or inactions that give rise to liability or claim of any kind against the other.  This obligation of indemnification shall be limited pro rata to the extent the indemnitee is attributed fault for the act or inaction giving rise to the claim or liability.

DEFAULT AND REMEDIES.  Notwithstanding anything herein to the contrary, Environmental Filter, at its sole discretion and in addition to any other remedies available at law, in equity, or under these terms and conditions, may suspend or deny shipments to Purchaser, and/or terminate any purchase order, immediately upon a default by Purchaser, including, without limitation: (i) Purchaser’s breach of the terms and conditions set forth herein; (ii) Purchaser’s insolvency, Purchaser’s filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee for Purchaser, or the sale or transfer by operation of law or otherwise to any third party the assets of Purchaser; (iii) Purchaser’s failure to timely pay any of its obligations to Arkansas, or (iv) Purchaser providing inaccurate or misleading information.  In addition to any and all damages Environmental Filter may be entitled to receive as a result of Purchaser’s default hereunder, Environmental Filter shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by Environmental Filter in enforcing its rights hereunder.  If Environmental Filter fails to fulfill its obligations hereunder, Purchaser’s sole and exclusive remedy shall be limited to (A) the termination of any purchase order(s) if Purchaser has not received the ordered products, or (B) the enforcement of the Limited Warranty if Purchaser has received the ordered products.  In no event shall Environmental Filter be liable for any incidental, consequential, special, exemplary, punitive, or other damages arising out of any failure of Environmental Filter hereunder.  In no event shall Environmental Filter’s liability exceed the price for the goods and/or services related to any individual purchase order or invoice.  The termination of a purchase order by either party will not release Purchaser from the obligation to timely pay all outstanding invoices to Environmental Filter for goods delivered or services provided.  Except as expressly provided herein, the waiver by either party, or the failure by either party to claim a default, of any provision hereof shall not be a waiver of any default or subsequent default.  

CANCELATION OF PURCHASE ORDER FOR CONVENIENCE.  In addition to any the rights hereunder, Environmental Filter may cancel any purchase order at any time and for any or no reason by providing notice to Purchaser.  Purchaser may request to terminate a purchase order for convenience, in whole or in part, and Environmental Filter agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying Environmental Filter for all deliveries made and for all work in progress, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting and legal costs, plus a normal profit.

ENTIRE AGREEMENT.  These terms and conditions, along with the Purchase Order, represent the entire agreement between the Parties.  

NOTICE.  Any notice required hereby shall be in writing and shall be given to the appropriate party by, personal delivery, certified mail, or recognized overnight delivery services to Environmental Filter at its corporate headquarters.

GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.  These terms and conditions, together with the Purchase Order, as applicable, will be construed and interpreted in accordance with the laws of the State of Arkansas, without regard to its principles of conflicts of law.  Any legal action brought to enforce or construe the parties’ agreement shall be brought in the courts located in Craighead County, Arkansas, and the parties hereby agree without reservation of right to the jurisdiction the same.  Purchaser hereby waives trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.

SEVERABILITY.  In the event any one or more of the provisions contained herein is, for any reason, judicially declared invalid, the same shall be stricken herefrom and the remainder shall be the same force as if such part had never been included; provided, however, that to the extent permitted by applicable law, any invalid, illegal or unenforceable provision may be considered for the purpose of determining the intent of the parties in connection with the other provisions of these Terms and Conditions.

Environmental Filter’s Terms And Conditions for Vendors

ACCEPTANCE. Vendor agrees to sell and Environmental Filter Inc. (“Environmental Filter”) agrees to buy the Products described in and furnished under this Purchase Order for the price and on the terms of payment set forth herein. If the Purchase Order is construed as an offer, acceptance is strictly limited to the terms of this offer and Environmental Filter hereby notifies Vendor of its objection to any different or additional terms in Vendor’s acceptance. If this Purchase Order is construed as an acceptance of Vendor’s offer, this acceptance is expressly conditional on Vendor’s assent to any additional or different terms (from Vendor’s offer) contained herein. “Products” means the goods being ordered or purchased by Environmental Filter and/or furnished or sold by Vendor pursuant to the Purchase Order. The “Purchase Order” is the document generated by Environmental Filter identifying specific Products to be purchased, instructions related thereto and, if so desired by Environmental Filter, additional terms and conditions.

PAYMENT. All payments shall be made in accordance with the terms set forth in the Purchase Order.

WARRANTY. In addition to any other warranties available under applicable law, Vendor warrants to Environmental Filter, and to any of Environmental Filter’s successors in interest or title to the articles produced hereunder, that the articles delivered hereunder are free from defects in materials and workmanship, shall conform to the specifications represented by Vendor and/or requested by Environmental Filter and shall be fit for their intended purpose. Unless notice of a warranty claim or potential warranty claim is provided to Vendor by Environmental Filter, Vendor’s responsibility under these warranties shall expire two years (2) years after delivery of the article to Environmental Filter, or in the case of any part or component repaired or replaced by Vendor the warranty shall remain in effect for the two (2) year period following delivery of the corrected or replacement product.

REMEDIES AND DEFAULT. In addition to any other remedies available under applicable law, in the event of a breach of any warranty hereunder, (i) Vendor, at Environmental Filter’s request and at Vendor’s sole cost and expense, shall promptly correct or replace such products and deliver such corrected or replaced Products to such location as Environmental Filter shall request or (ii) promptly provide to Environmental Filter a complete refund of the purchase price and other amounts paid relating to such products. Environmental Filter shall not be responsible for costs of removal and reinstallation. Environmental Filter shall have the sole right to determine whether returned articles or parts shall be repaired or replaced. Vendor agrees to assume round-trip transportation costs for defective or non-conforming articles to and from Environmental Filter’s facility.

Notwithstanding anything herein to the contrary, Environmental Filter, at its sole discretion and in addition to any other remedies available at law, in equity, or under these terms and conditions, may deny shipments from Vendor, and/or terminate the Purchase Order, immediately upon a default by Vendor, including, without limitation: (i) Vendor’s breach of the terms and conditions set forth herein; (ii) Vendor’s insolvency, Vendor’s filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee for Vendor, or the sale or transfer by operation of law or otherwise to any third party the assets of Vendor; or (iii) Vendor’s failure to pay its obligations to Environmental Filter according to any credit terms granted by Environmental Filter, Vendor providing inaccurate or misleading information in connection with any credit application, or Environmental Filter's determination that Vendor’s credit is insufficient or inadequate. In addition to any and all damages Environmental Filter may be entitled to receive as a result of Vendor’s default hereunder, Environmental Filter shall also receive from Vendor reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by Environmental Filter in enforcing its rights hereunder. In no event shall Environmental Filter be liable for any incidental, consequential, special, exemplary, punitive, or other damages arising out of any failure of Environmental Filter hereunder.

CANCELLATION. Environmental Filter shall be permitted to cancel at any time any Purchase Order or other order of Products hereunder.

DELIVERY; SHIPPING; RISK OF LOSS. Environmental Filter is not liable for any damages occurring to the Products purchased until after acceptance by Environmental Filter at Environmental Filter’s facility or other designated place of delivery. Products shipped by Vendor will be delivered Environmental Filter FOB destination. Risk of loss for Products will pass to Environmental Filter only after Environmental Filter has accepted Products from Vendor.

SUBCONTRACTORS, ETC. Vendor may not use and subcontractors, subvendors or subsuppliers in fulfilling any Purchase Order from Environmental Filter.

INSPECTION OF PRODUCTS. All Products are subject to Environmental Filter’s quality control and inspection processes.

EXCHANGE AND RETURNS. Environmental Filter may refuse acceptance of any Products. Products returned to Vendor shall not be subject to any restocking fee.

INDEMNITY. Vendor agrees to indemnify, defend and hold harmless Environmental Filter from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by Environmental Filter as a result of or arising out of the breach by Vendor of any of the terms and provisions set forth herein or in the Purchase Order. Vendor will hold harmless and indemnify Environmental Filter against all claims, judgments, costs and fees, including attorneys’ fees, relating to infringement of patents, designs, copyrights, or trademarks. To the extent that one party’s employees or agents enter on the property owned or controlled by the other party, the party employing such employees or engaging such agents will indemnify and hold harmless the other party, its officers, directors, managers, members, and/or employees from any property damage or bodily injury or death caused by such party’s employees or agents.

CANCELATION OF PURCHASE ORDER FOR CONVENIENCE. In addition to the rights provided to Environmental Filter upon a Vendor default, Environmental Filter may cancel any Purchase Order at any time and for any or no reason by providing notice to Vendor. Vendor may request to terminate a Purchase Order for convenience, in whole or in part, and Environmental Filter agrees to cooperate with Vendor in attempting to make such arrangements conditioned on Vendor reimbursing Environmental Filter for all Product delivered and paid for, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting and legal costs, plus a normal profit.

ENTIRE AGREEMENT. These terms and conditions, along with those of any Purchase Order, as applicable, represents the entire agreement between the parties.

GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. These terms and conditions, together with the Purchase Order, as applicable, will be construed and interpreted in accordance with the laws of the State of Arkansas, without regard to its principles of conflicts of law. Any legal action brought to enforce or construe the parties’ agreement shall be brought in the courts located in Craigshead County, Arkansas, and the parties hereby agree to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses. Vendor hereby waives trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.

WAIVER. Failure by Environmental Filter to assert all or any part of its rights upon any breach of these Terms and Conditions or Purchase Order shall not be deemed as a waiver of any such rights either as to the specific breach or any subsequent breach.

THESE TERMS AND CONDITIONS ARE HEREBY ACCEPTED BY VENDOR AND ARE HEREBY INCORPORATED INTO THE PURCHASE ORDER AND SHALL GOVERN ALL PRODUCTS SOLD OR DELIVERED BY VENDOR THEREUNDER.

// GA