Terms and Conditions:
Terms and Conditions
Filter Cleaning Limited Warranty
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PO Box 225
East Lynne, MO
GLOBAL PURCHASING TERMS AND CONDITIONS OF SALE
CUSTOMER’S TERMS AND CONDITIONS
The terms and conditions set forth below and on the purchase order express the
complete and entire agreement between Customer and Seller. No prior agreements,
negotiations, or representations shall be deemed to affect, alter, modify, amend, or
supplement the terms and conditions contained herein. None of the terms and
conditions contained herein may be amended, supplemented, modified, superseded, or
otherwise altered without the prior written consent of an authorized representative of
Seller and delivery thereof by Seller to Customer. Seller’s performance of any contract
is expressly made conditional on Customer’s agreement to Seller’s Terms and
Conditions of Sale. Acceptance of any Product or service shall be deemed acceptance
of the terms and conditions stated herein. All contracts for the sale of Products shall be
construed under and governed by the laws of the State of Missouri. Any additional
terms found on yourrequests, perposals, sales document, or purchase orders, whether
pre-printed or otherwise, are specifically excluded and void.
QUOTATIONS AND PRICES
All quotations are subject to the terms and conditions stated herein as well as any
additional terms and conditions that may appear on the purchase order. In the case of a
conflict between the terms and conditions stated herein and those appearing on the
purchase order, the latter shall control.
(a) All published prices are subject to change without notice.
(b) UNLESS OTHERWISE SPECIFIED IN WRITING, ALL
QUOTATIONS ARE FIRM FOR AND EXPIRE THIRTY (30) DAYS
AFTER DATE THEREOF.
(c) Unless otherwise stated in writing by Seller, all prices quoted shall be
exclusive of transportation, insurance, taxes, license fees, customs fees,
duties, premiums, and other charges related thereto, and shall hold Seller
harmless therefrom, provided that, if Seller, in its sole discretion, chooses
to make any such payment. Customer shall reimburse Seller in full upon
TERMS OF PAYMENT
Unless credit is granted, payment is due upon delivery. All payments for Products
released and shipped on approved credit accounts shall be due in full thirty (30) days
from date of invoice. Past due balance shall be subject to a service charge of 1-1/2%
per month of the outstanding balance of the invoice, but not more than the amounts
allowed by law. Customer agrees to pay Seller’s cost of collection, if any, on overdue
invoices, including reasonable attorneys’ fees. Seller may cancel or delay delivery of
Products in the event customer fails to make prompt payment.
TRANSPORTATION AND RISK OF LOSS
Transportation will normally follow Customer’s shipping instructions, but Seller
reserves the right to ship Products freight collect and to select the means of
transportation and routing when Customer’s instructions are deemed unsuitable.
Unless otherwise advised, Seller may insure to full value of the Products or declare full
value thereof to the transportation company at the time of delivery and all freight and
insurance costs shall be for Customer’s account. Risk of loss or damage shall pass to
Customer upon delivery of the Products to the transportation company at the EXW
point, whether or not installation is provided by or under supervision of Seller.
Confiscation or destruction of, or damage to Products shall remain in Customer until
the Products are returned at Customer’s expenses to such place as Seller may designate
in writing. Customer, at its expense, shall fully insure Products against all loss or
damage until Seller has been paid in full therefor, or the Products have been returned,
for whatever reason, to Seller. All Products must be inspected upon receipt and claims
should be filed with the transportation company when there is evidence of shipping
damage, either concealed or external. As used in the clauses appearing herein or
attached hereto, “delivery” shall occur when the Product is delivered at the EXW point,
which shall be the point of manufacture.
Incoming freight (dirty filters)- Freight of inbound filters is solely the customers
responsibility. If FilterPro arranges the freight for the customer it is understood that
the filters are sent in as a salvage item and therefore any claim of such shipment is
limited to a released value as specified by NMFC guidse for a salvage item. If filters
are deamed uncleanable custome is still responsible for andy and all freight charges
relating to the shipment.
Seller will make all reasonable effort to observe its dates indicated for delivery or other
performance. However, Seller shall not be liable in any way because of any delay in
performance hereunder due to unforeseen circumstances or to cause beyond its control,
including, without limitation, strike, lockout, war, fire, act of God, accident, failure or
breakdown of components necessary to order completion, subcontractor, supplier of
Customer caused delays, inability to obtain labor, materials, or manufacturing
facilities, or compliance with any law, regulation, or order, whether valid or invalid, of
any cognizant governmental body or any instrumentality thereof whether now existing
or hereafter created. Performance shall be deemed suspended during and extended for
such time as any such circumstances or causes have been remedied, after which Seller
will make and Customer shall accept performance hereunder. No penalty clause of any
kind shall be effective. As used herein, “performance” shall include without limitation,
fabrication, shipment, delivery, assembly, installation, testing, and warranty repair, or
replacement as applicable.
Each Product furnished by Seller shall be deemed accepted by Customer unless notice
of defect or nonconformity is received within ten (10) days of delivery thereof,
provided that Products for which Seller agrees in writing to provide installation by its
personnel, shall be deemed accepted by Customer upon completion by Seller of its
applicable acceptance tests or execution of Seller’s acceptance form by Customer.
Notwithstanding the foregoing, use of any such Product by Customer, its agents,
employees, or licensees, for any purpose after delivery thereof, shall constitute
acceptance of the Product by Customer.
Termination and reschedule provisions shall be in accordance with Seller’s standard
practices and procedures unless otherwise specified by mutual written agreement. If
materials have been processed for the order and can be restocked, a fifteen (15%)
restocking charge shall apply. If materials were custom made or processed, as termed
by Seller, they become the property of Customer, and Customer shall be obligated to
pay Seller for all materials and labor costs incurred to the point of termination.
Quality assurance provisions applicable to the Product(s) specified herein shall be in
accordance with Seller’s standard practices and procedures unless otherwise specified
by mutual written agreement.
NEW PRODUCT WARRANTY
Seller warrants to the original purchaser that each New Product delivered shall be free
from defects in material or workmanship at the time of shipment, and that each New
Product delivered will meet the published specifications for that New Product or any
contractually agreed upon specifications. Seller’s obligation under the New Warranty
contained herein is limited to the repairing or replacing of any New Product that does
not meet this New Warranty, provided that said New Product is returned to the Seller,
transportation charges pre-paid, and provided that upon Seller’s examination, the New
Product when tested within the specified ratings, and in accordance with good
engineering practice, does not meet the New Warranty contained herein. This New
Warranty does not extend to any of the Seller’s New Products which have been subject
to misuse, neglect, or accident, nor shall it extend to material which has been altered or
repaired outside of Seller’s factory nor does this warranty extend to reconditioned
products. THIS NEW WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE.
RECONDITIONED PRODUCT WARRANTY
Customer understands that product shipped to the Seller for reconditioning is
considered salvage and has no value. Seller’s sole liability for reconditioned product is
the cost of the reconditioning service.
WARRANTY REPLACEMENT AND ADJUSTMENT
All claims under warranty must be made promptly after occurrence of circumstances
giving rise thereto and must be received within the applicable warranty period by
Seller or its authorized representative. Such claims should include the Product type
and invoice number and a full description of the circumstances giving rise to the claim.
Before any Products are returned for repair and/or adjustment, written authorization
from Seller or its authorized representative for the return and instructions as to how
and where these Products should be shipped must be obtained. Any Product returned
to Seller for examination shall be sent prepaid via the means of transportation indicated
as acceptable by Seller, or as otherwise agreed in writing by Seller. Seller reserves the
right to reject any warranty claim not promptly reported and any warranty claim on any
item that has been altered or has been shipped by non-acceptable means of
transportation. When any Product is returned for examination and inspection, or for
any other reason, Customer will be responsible for all damage resulting from improper
packing or handling and for loss in transit, notwithstanding any defect or
nonconformity in the Product. In all cases Seller’s determination with regard thereto
shall be final. If it is found that Seller’s Product has been returned, without cause and
is still serviceable, Customer will be notified and the Product returned at its expense.
In addition, a charge for testing and examination may in Seller’s sole discretion, be
made on Products so returned.
DAMAGES AND LIABILTIY
SELLER’S LIABILITY FOR DAMAGES SHALL NOT EXCEED THE PAYMENT,
IF ANY, RECEIVED BY SELLER FOR THE UNIT OF PRODUCT OR SERVICE
FURNIHSED OR TO BE FURNISHED AS THE CASE MAY BE, WHICH IS THE
SUBJECT OF CLAIM OR DISPUTE. IN NO EVENT SHALL SELLER BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY
KIND OR NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OF
PRODUCTION FACILITIES OR EQUIPMENT, LOST PROFITS, PROPERTY
DAMAGE, EXPENSES INCURRED IN RELIANCE ON SELLER’S
PERFOMANCE HERUNDER, OR LOST PRODUCTION, WHETHER SUFFERED
BY CUSTOMER OR ANY THIRD PARTY CLAIMING BY, THROUGH, OR
All disputes under this or any other contract concerning Products, not otherwise
resolved between Seller and Customer, shall be resolved in a court of Missouri.
Customer hereby consents to the jurisdiction of such court or courts and agrees to
appear in any such action upon written notice thereof. No action, regardless of form,
arising out of, or in any way connected with the Products or services furnished by
Seller, may be brought by Customer more than one (1) year after the cause of action
has accrued. In any dispute arising out of Customer’s failure to pay for Seller’s goods
and services as provided herein, the prevailing party shall be entitled to recover
reasonable attorney fees and costs, including those incurred for the purpose of
enforcing a judgment. If any part of the terms and conditions stated herein is held void
or unenforceable, such part will be treated as severable, leaving valid the remainder of
the terms and conditions notwithstanding the part or parts found void or unenforceable.