Terms and Conditions of Credit Sale

1. All orders are subject to acceptance by Filtrexx, in its sole discretion;
2. Prices are subject to change without notice, unless otherwise stated;
3. All payments on account must be made within the discount period stated on each invoice in order to earn cash discounts that may be offered by Filtrexx;
4. Accounts immediately become past due if not paid within the term stated on the invoice;
5. Filtrexx will charge a service charge of 1.5% per month (18.0% per annum), or the maximum legal rate, whichever is less. The service charge will be assessed on the past due portion of the account. In the event that outside collection efforts are necessary, the undersigned hereby agrees to pay reasonable collection costs, disbursements and attorneys’ fees;
6. Purchaser agrees to pay all taxes, and Purchaser acknowledges that the price quoted does not include any taxes;
7. Purchaser acknowledges that all claims for shortages (other than those lost in transit) must be made within five (5) days after receipt of shipment or any claim for shortages is waived;
8. Purchaser agrees that receipt of any invoice setting forth the amount owed to Filtrexx represents an account stated unless, within thirty (30) days of receipt of the invoice, Purchaser objects to the invoice in writing and said written objection is delivered to Filtrexx;
9. Filtrexx shall not be held responsible or held liable for damages resulting from causes beyond its control or caused by fire, flood, accidents, delay in transit, labor difficulty, inability of our normal sources of supply to ship, any law, act or regulation of any government body;
10. Filtrexx has the right to choose the manufacturing location of its products;
11. This is a shipment contract. Filtrexx has the right to designate the routing on all shipments. Filtrexx will attempt to honor but will not guarantee requested shipping or delivery dates. All shipments shall be F.O.B. point of shipment. Buyer is responsible for settling all claims with the carrier.
12. WARRANTIES ON GOOD NOT USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Filtrexx represents that all goods manufactured by Filtrexx will be free from defects in material or workmanship for a period of one (1) year from date of shipment. Filtrexx MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
13. GOODS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. As a statement of general policy concerning customer satisfaction on consumer goods, Filtrexx believes its goods are as described and free from defects in material or workmanship. Filtrexx makes no written warranty as to such goods other than as set forth on the label or other written material accompanying such goods.
14. LIMITATION ON FILTREXX’S LIABILITY FOR GOODS NOT USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Filtrexx will replace without charge, refund the purchase price or make a fair allowance for any noncompliance with the description of the goods or any defect in material or workmanship, demonstrated to its satisfaction to have existed at the time of delivery. Filtrexx’s responsibility for any claims, damages, losses or liabilities arising out of or related to its performance of the contract or the products covered hereunder shall not exceed the purchase price. In no event shall Filtrexx be liable for any special, indirect, incidental or consequential damages of any character, including, but not limited to, loss of use of productive facilities or equipment, lost profits, property damage, expenses incurred in reliance on Filtrexx’s performance hereunder, or lost production, whether suffered by Buyer or any third party. Filtrexx disclaims all liability for any and all profits, costs, claims, demands, charges, expenses, or other damages, either direct or indirect, incident to all property damages or bodily injury arising out of any cause of action based on strict liability.
15. Filtrexx’s warranty as expressed herein shall only apply to products manufactured by Filtrexx. The warranty for products manufactured by another and sold by Filtrexx shall be the manufacturer’s standard warranty in effect at the time of the sale for the specific product(s) as disclosed in the price list for that product. If such warranty information of other manufacturers is not presented to Buyer, it shall be made available by Filtrexx upon request of Buyer.
16. This agreement shall be construed and the rights and obligations of the parties hereto shall be governed by the laws of the State of Minnesota. Any legal proceedings brought by any party in conjunction with any of the terms or provisions of this transaction shall be brought exclusively in Hennepin County District Court, State of Minnesota. It is agreed that no court of any other jurisdiction shall hear or rule upon any aspect of this transaction.
17. Filtrexx reserves the right to limit or deny the extension of credit to Purchaser at its sole discretion and without recourse to the Purchaser and without notice to the Purchaser.

Terms or conditions of any purchase order or other form issued by the purchaser, which are in addition to, modified or are inconsistent with Filtrexx’s Terms and Conditions will not be binding upon Filtrexx unless agreed to in a separate agreement executed by an officer of Filtrexx.