ACCEPTANCE BY SIDCO FILTER COMPANY (“SELLER”) OF ANY OFFER OR PURPORTED OFFER IS EXPRESSLY MADE CONDITIONAL TO THE ASSENT OF THESE TERMS AND CONDITIONS OF SALE (THESE “TERMS”). SELLER REJECTS ANY PRIOR OFFERS MADE BY BUYER WITH REGARD TO THE PRODUCTS.

TERMS AND CONDITIONS OF SALE

1. Quotations. Unless otherwise specified in writing, quotations are valid for 10 days. Prices quoted do not include and sales, use, excise, occupational or other tax or freight unless otherwise specified. Pricing is based upon the quantity and type specified and subject to revision when interruptions, product changes, supply changes, or changes in quantity occur or when changes in quantity, delivery, or product are requested by the buyer.
2. Scope. Seller intends to provide the goods and services requested by the buyer.
3. Acceptance. All orders are subject to approval and written acceptance by an authorized representative of the seller. No product may be returned without the Seller’s prior written approval. Any change requires written consent and may result in a change in price, delivery, payment, or warranty. Acceptance of Seller’s order confirmation to the Buyer without specific revision constitutes acceptance of these terms and conditions.
4. Delivery/Force Majeure. Delivery lead times are approximate and based on receipt of timely and accurate information from the Buyer. Seller reserves the right to make partial shipment and invoice therefor. Seller assumes no liabilities for delays or non-performance resulting from, but not limited to, Acts of God, fire, explosion, flood, war, terrorism, or threats of terrorism, act of or as authorized by any government, accident, labor trouble or shortage, inability to obtain equipment, material transportation, acts of Buyer or any acts beyond the control of the Seller. Delivery to carrier shall constitute delivery to the Buyer and all risk of loss or damage in transit shall be borne by Buyer. If, because of Buyer’s inability to take delivery, the products are not shipped or returned, Seller may have them stored for Buyer at the Buyer’s expense, risk, and account, and for any other purposes they shall be considered “Shipped”. Buyer shall unload, handle store and install the products in accordance with generally accepted practice or specific instructions provided for the equipment, membranes, and/or media.
5. Packaging. All items sold hereunder shall be packed or crated and shipped in accordance with Seller’s specifications. Any special packing, crating, shipping or unloading requirements of Buyer must be agreed upon by Seller in advance at additional cost. Weights listed, if any, are approximate.
6. Inspection. Buyer shall inspect goods upon arrival and shall give written notice of any damage or shortage to the Seller and carrier within 10 days. Failure to give such written notice of any damage or chart ate will constitute satisfactory shipment by Seller and irrevocable acceptance by Buyer of all items listed as contained. Claims for shipping damage should be made directly to the carrier by the Buyer.
7. Repairs and Alterations. Any repairs or alterations made to the goods shall void all warranties and be at the expense of the Buyer unless specifically authorized in writing by Seller. Under no circumstances shall Seller accept back charges for unauthorized repairs or alterations.
8. Limited Warranty. Unless explicitly stated in writing signed by Seller, Seller warrants its products against defects in workmanship and material at the time of the shipment from the factory. Performance and functional specifications provided by the Seller are guidelines only and the particular use and application of the products will determine the actual life and performance of the product, media, or membrane. Seller makes no specific claims of life or performance against or within chemical, temperature, or mechanical compatibility of any membrane, media or seal of any product. Seller’s liability under this warranty shall be limited to replacement or repair, at Seller’s sole discretion, F.O.B. Factory, of any defective product which having been returned to the factory, transportation charges prepaid, as been inspected and determined by the Seller to be defective. The warranty on component parts not manufactured by the Seller is limited to that of the manufacturer thereof, if any. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation, or other expenses which may be incurred in connection with replacement or repair. THE FOREGOING WARRANTIES ARE BUYER’S EXCLUSIVE REMEDY AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.
9. Limitation of Liability. Under no circumstances shall Seller be liable to Buyer or any other person or entity for incidental, direct, exemplary, punitive or special damages or any other losses or expenses including without limitation for injuries to persons or damage to property, loss of profit or revenues, cost of substitute products, loss of use, downtime costs, or claims of Buyer’s customers even if Seller has been advised of the possibility of such damages. Seller’s aggregate liability arising out of or relating to any products purchased shall not exceed the purchase price actually received by Seller for the allegedly defective product(s).
10. Disposal. Buyer shall be responsible and fully liable for the disposal of any product, including, without limitation, spent product or material, and shall perform such disposal in compliance with all federal, state, and local laws, and regulations relating thereto.
11. Indemnity. Buyer shall defend, indemnify and hold Seller, its agents, and employees harmless from and against all suits (including reasonable attorney’s fees), including death or injury, arising out of or relating to Buyer’s (i) provided specifications, structure, operation, material, or method of making products, including, without limitation, any resulting violation of intellectual or proprietary rights, (ii) use, misuse or disposal or products or materials, and (iii) breach of these Terms and Conditions by Buyer.
12. Payment Terms. All payments are due at location stated on invoice. Custom products require progress payments as designated by Seller. All other products are net cash within 15 days of shipment unless otherwise expressly stated in writing by Seller. Seller reserves the right to modify its payment terms at any time. Invoices not paid when due are subject to a late payment service charge of the lesser of 1-1/2% (one and one-half percent) per month or the maximum legal service charge permitted under the law. If Buyers fails to make any payment when due, Buyer shall be liable for all expenses related to collection of past due amounts, including, without limitation, attorney’s fees and costs.
13. Cancellation. Custom orders may not be cancelled or returned. Cancellation of standard in-stock products are subject to a 25% restocking fee.
14. Compliance. The products furnished herein may not comply with all Federal, State, and local laws, regulations or ordinances unless expressly agreed to in writing. All shipments hereunder are subject to the export control laws and regulations of the United States and any amendments thereto. Buyer agrees that it shall not make any disposition of U.S. origin products purchased from Seller, by way of trans-shipment, re-export, diversion or otherwise, other than in and to the country of ultimate destination on Seller’s invoices except as said laws and regulations expressly permit.
15. Typographical Errors. Seller is not responsible for typographical errors made in any of its publications or for clerical errors made in preparation of quotations, sales orders or order acknowledgements. All such errors are subject to correct.
16. Applicable Law: The Laws of the State of New York shall govern these Terms and Conditions and the courts of New York shall be the exclusive venue and jurisdiction.
17. Arbitration: In case of any controversy, claims, or disputes arising out of or relating to these Terms and Conditions or breach hereof, the parties shall meet to attempt to negotiate an amicable settlement. Buyer hereby agrees that Seller may, at Seller’s sole option, require Buyer to arbitrate any controversy, claim or dispute arising out of or relating to these Terms and Conditions or any other issue. If Seller chooses arbitration, such arbitration shall be conducted in the English language, and shall take place in Rochester, New York. The arbitration tribunal shall be composed of three arbitrators appointed pursuant to the procedures set forth in the rules of the American Arbitration Association. Judgment shall be entered on the award by any court having jurisdiction. Neither party shall have the right of discovery during the arbitration process.
18. Governance. Buyer and Seller each agree that these terms and conditions shall govern and control with respect to all orders by Buyer from Seller, and no term, condition, warranty or representation appearing in and purchase order of Buyer or order acknowledgement, invoice or other sales documentation of Buyer, will govern unless agreed to in writing by Seller.
19. Nondisclosure. Neither party hereto shall disclose any information regarding any of the subject matter hereof or proprietary technical information received from the other party, except to the extent that disclosure is required by labor is otherwise agreed to in writing by the parties.
20. Severability. In the event that any provision herein shall be found to be void or unenforceable, this shall not be construed to render any other provisions void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by the Parties.
21. Notices. All notices to Seller shall be given in writing and will be deemed effective on the third day after mailing if sent by certified mail, postage prepaid, return receipt requested,  or on the day after deposit if sent by overnight delivery service which maintains records of the time, place and receipt of delivery.
22. Changes. Any changes or revisions to these terms and conditions must be authorized by the Seller’s President.
23. Entirety. These terms and conditions together with exhibits referenced and attached hereto embodies the entire understanding between Buyer and Seller and there are no agreements, understandings, conditions, warranties, or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein.

SIDCO FILTER COMPANY, 58 NORTH AVENUE, MANCHESTER, NEW YORK 14504 (585) 289-3100