Vendor Order Terms and Conditions 

ACCEPTANCE: The entire understanding and agreement of the parties with respect to the transactions contemplated herein is contained in this document and any prior understandings, agreements and representations, oral or written, shall be deemed superseded and merged herein. Any modification hereof, to be valid, must be in writing and executed by both parties.

PRICE: This Purchase Order shall not be filled at higher prices than specified herein. If price terms are omitted from the face hereof, the price of the goods shall be the lower of (a) the price last quoted or paid (whichever is later), or (b) the prevailing market price at the time of shipment. Unless otherwise provided herein, prices shown on this Purchase Order are deemed to include all taxes not expressly imposed by law on the buyer of the goods ordered hereunder. Buyer shall not be responsible for any charge for packing, boxing, storage or cartage unless provided for on the face hereof. If at any time during the time hereof a lower price for goods of like quality is offered to Buyer by a responsible vendor on the then undelivered portion hereof, and if Buyer fully informs Seller of such lower price, Seller shall meet such lower price or Buyer may purchase such goods from such vendor while such lower price continues in effect without liability therefore hereunder, and the quantities and delivery schedules hereunder shall be adjusted accordingly.

INVOICES: Separate invoices shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show terms, discounts, dates of shipment and Purchase Order number. Failure to show said items may result in delay of payment with all rights reserved, including cash discounts. The vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without written assignment.

ORDER CHANGES: The Buyer shall have the right from time to time by written notices to make changes in quantities and/or deliver dates of any article, material or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by Seller.

SHIPMENT and INSPECTION: Shipment and delivery date(s) specified are of the essence for this Purchase Order. The terms and routing of shipment shall be as provided on the face hereof, or as Buyer otherwise directs. Buyer may revise shipping instructions as to any goods not then shipped. Any goods shipped by parcel post must be insured for face value. Buyer shall have the right to inspect any or all of the goods at Seller's plant or upon Buyer's receipt, at Buyer's election, which shall be exercisable notwithstanding Buyer's having paid for the goods prior to inspection. Buyer, by reason of its failure to inspect the goods, shall not be deemed to have accepted any defective goods or goods which do not conform to the specifications therefor, or to have waived any of Buyer's rights or remedies arising by virtue of such defects or non-conformance.

Seller will indicate plainly the Purchase Order number on all bills of lading, all goods shipped pursuant to said order, and on all invoices, freight bills and packages. Each package must contain a memorandum showing Seller's name, contents of packages and Purchase Order number.

Shipments of goods specified on this Purchase Order should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to failure to observe this provision will be charged to Seller.

Any materials supplied to King Filtration Technologies, Inc. are covered by OSHA Hazard Communication Standard and must be accompanied by the applicable Material Safety Data Sheet (MSDS) at the time of delivery.

BRANDING: Seller warrants that all materials covered by this Purchase Order are the brand and Part Number specified in this Purchase Order. Seller warrants that all materials covered by this Purchase Order are not altered or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, not an article which may not under provisions of Section 404 or 505 of said Act, be introduced into interstate commerce and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city which are applicable to such shipment or delivery, and Seller hereby agrees to indemnify and save the Buyer harmless from and against all claims, charges, action and proceedings brought against Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such material referred to above. Seller does not guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller's control.

PAYMENT: The time period allowed for payment, as indicated on the face hereof, shall commence upon receipt of Seller's invoice or upon receipt of the goods, whichever is later.

RISK OF LOSS: Notwithstanding any provision hereof to the contrary, title to, and risk of loss of the goods, shall remain with Seller until the goods are delivered at the F.O.B. point specified in this Purchase Order, or if no such point is specified, then, when the goods are delivered to Buyer. However, if the goods are of an explosive, inflammable, toxic or otherwise dangerous nature, Seller shall hold Buyer harmless from and against any and all claims asserted against Buyer for any personal injuries and/or property damages caused by the goods, or by the transportation thereof, prior to the completion of unloading at Buyer's plant or warehouse.

WARRANTIES: Seller warrants to and covenants with Buyer as follows: Seller will deliver to Buyer title to the goods free and clear of all security interests, liens, charges, restrictions or encumbrances of any kind, nature or description; the goods shall be free from defects in material and/or workmanship; unless otherwise specified in this Purchase Order, the goods shall be new and not used or reconditioned; the goods and their packaging shall conform to the description thereof and/or specifications therefor e contained in this Purchase Order. In placing this Purchase Order, Buyer is relying on Seller's skill and judgment in selecting and providing the proper goods for Buyer's particular use. The goods shall in all respects be suitable for the particular purpose for which they are purchased and the goods shall be merchantable. Seller shall indemnify and save and hold harmless Buyer from and against any and all damages, losses, demands, costs and expenses arising from claims by third parties for property damage, personal injury or other losses or damages arising from Seller's breach of its obligations hereunder. Seller's warranties, together with its guarantees, shall be enforceable not only by Buyer, but also by its assigns and each successive customer. In addition, Seller assigns to Buyer the benefit of any warranty that Seller receives from its suppliers for any goods purchased by Buyer hereunder.

REMEDIES: In the event of Seller's breach of this contract, Buyer may take any or all of the following actions, without prejudice to any other rights or remedies available by Buyer by law: (a) require Seller to repair or replace such goods and upon Seller's failure or refusal to do so, repair or replace the same at Seller's expense; (b) reject any shipment or delivery containing defective or non-conforming goods and return for credit or replacement at Buyer's option, said return to be made at Seller's cost and risk; (c) cancel any outstanding deliveries hereunder, and treat such breach by Seller as Seller's repudiation of this contract; or (d) at Buyer's option, Buyer may produce or purchase or otherwise acquire goods elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. In all events, Seller shall be responsible for Buyer's counsel fees incurred in enforcing this contract. In the event of Buyer's breach hereunder, Seller's exclusive remedy shall be Seller's recovery of the goods or the purchase price payable for conforming goods shipped prior to such breach. IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

FORCE MAJEURE: For the purposes of this contract, an event of "force majeure" shall mean any or all of the following events or occurrences, strikes, work stoppages or other labor difficulties, fires, floods or other acts of God; transportation delays; acts of government or any subdivision or agency thereof; or, any other cause, whether or not similar to the causes or occurrences enumerated above; in all cases, which are beyond the control of the party claiming the occurrence of a force majeure event and which delays, interrupts or prevents such party from performing its obligations under the contract. Notwithstanding any provision hereof to the contrary, the reduction, depletion, shortage, curtailment or cessation of Seller's supplies or reserves or any other supplies or materials of Seller shall not be regarded as an event of force majeure. The party affected by a force majeure event shall give notice thereof to the other party within ten (10) days following the occurrence thereof and shall apprise the other party of the probable extent to which the affected party will be unable to perform or will be delayed in performing its obligations hereunder. The affected party shall exercise due diligence to eliminate or remedy the force majeure cause and shall give the other party prompt notice when that has been accomplished. Except as provided herein, if performance of this contract by either party is delayed, interrupted or prevented by reason of any event of force majeure, both parties shall be excused from performing hereunder while and to the extent that the force majeure condition exists, after which the parties' performance shall be resumed. Notwithstanding the foregoing, within five (5) days following Seller's declaration of a force majeure event which prevents its full and/or timely delivery of the goods hereunder, Buyer may, at its option and without liability to Seller: (a) require Seller to apportion among its customers the goods available for delivery during the force majeure period; (b) cancel any or all delayed or reduced deliveries; or (c) cancel any outstanding deliveries hereunder and terminate this contract. If Buyer accepts reduced deliveries or cancels the same, Buyer may procure substitute goods from other sources, in which event this contract shall be deemed modified to eliminate Seller's obligation to sell and Buyer's obligation to purchase such substituted goods. After cessation of the force majeure event declared by Seller, Seller shall, at Buyer's option, but not otherwise, be obligated to deliver goods not delivered during the force majeure period. After cessation of a force majeure event declared by Buyer, neither party shall be obligated to deliver or purchase goods not so delivered and purchased during the force majeure period.

PATENTS: It is anticipated that the goods will be possessed, used and/or sold by Buyer and/or its customers. If by reason of any of these acts a suit is brought or threatened for infringement of any patent, trademark, trade name or copyright with regard to the goods, their manufacture or use, Seller shall, at its own expense, defend such suit and shall indemnify and save and hold Buyer and its customers harmless from and against all claims, damages, losses, demands, costs and expenses (including attorneys' fees) in connection with such suit or threatened suit.

LABOR: If this Purchase Order covers the performance of labor by Seller at Buyer's premises, Seller shall indemnify and save and hold Buyer harmless from and against any and all claims and liabilities for injury or death to any person or damage to property arising out of Seller's performance under this Purchase Order. Seller shall obtain and pay for public liability and property damage insurance in amounts acceptable to Buyer insuring against said injuries, deaths and damages, and shall furnish Buyer with insurers' certificates evidencing such insurance, which certificates shall provide that the coverage evidenced thereby shall not be cancelled except upon thirty (30) days prior notice to Buyer.

COMPLIANCE WITH LAW: Seller warrants that it will comply with all federal, state and local laws, ordinances, rules and regulations applicable to its performance under this Purchase Order, including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Equal Employment Opportunity clause prescribed by Executive Order 11246 dated September 24, 1965, and any rules, regulations or orders issued or promulgated under such Act and Order. Seller shall indemnify and save and hold Buyer harmless from and against any and all claims, damages, demands, costs and losses which Buyer may suffer in the event that Seller fails to comply with said Act, Order, rules, regulations or orders. Seller further warrants that all goods sold hereunder will comply with and conform in every respect to all applicable laws, standards, rules and regulations and without limitation to the standards applicable to the use of such goods under the Williams-Steiger Occupational Safety and Health Act of 1970, as amended, and any regulations and orders issued thereunder. Any clause required by any law, ordinance, rule or regulation to be included in a contract of the type evidenced by this document shall be deemed to be incorporated herein.

DESIGNS, TOOLS, DIES, ETC.:
(a) If the goods are to be produced by Seller in accordance with designs, drawings or blueprints furnished by Buyer, Seller shall return the same to Buyer at Buyer's request upon completion or cancellation of this Purchase Order. Such designs and the like involve valuable property rights of Buyer, shall not be used by Seller in the production of materials for any third party without Buyer's written consent, and shall be held confidential by Seller.

(b) Unless otherwise agreed herein, Seller, at its cost, shall supply all materials, equipment, tools and facilities required to perform this Purchase Order. Any materials, equipment, tools or other properties furnished by Buyer or specifically paid for by Buyer shall be Buyer's property. Any such property shall be used only in filling orders from Buyer and may on demand be removed by Buyer without charge. Seller shall use such property at its own risk, and shall be responsible for all loss of or damage to the same while in Seller's custody. Seller shall, at its cost, store and maintain all such property in good condition and repair. Buyer makes no warranties of any nature with respect to any property it may furnish to Seller hereunder.

GOVERNING LAW: This Purchase Order and the contract between the parties evidenced hereby shall be deemed to be made in the State of Missouri, U.S.A., and shall in all respects be construed and governed by the laws of that State.

MISCELLANEOUS:
(a) This Purchase Order may be performed and all rights hereunder against Seller may be enforced, wholly or in part, by Buyer or by any one or more of the corporations now or hereafter subsidiary to or affiliated with Buyer.

(b) The waiver of any term, condition or provision hereof shall not be construed to be a waiver of any other such term, condition or provision, nor shall such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision.

(c) Seller shall not assign its rights or obligations under this Purchase Order without prior written consent of Buyer.

(d) Seller shall not insure the goods for Buyer's account unless the terms of this Purchase Order so require.

(e) Stenographic and clerical errors, whether in mathematical computations or otherwise, made by Buyer on this Purchase Order or any other forms delivered to Seller shall be subject to correction.

(f) All Purchase Orders which require Buyer to purchase non-cancelable quantities are rejected. In order to be effective, such Purchase Orders must have the separate signature of a corporate officer of King Filtration Technologies, Inc.

(g) Buyer may, upon notice to Seller and without liability to Buyer, cancel this contract and any outstanding deliveries hereunder: (i) as to any goods or products of Seller not then shipped hereunder at any time prior to shipment; (ii) at any time if Seller fails to use properly skilled personnel, fails to make prompt payment to any subcontractors it may have, fails to make prompt payment for any materials, labor or any other expense it incurs in production or construction of the goods; or (iii) if (A) a receiver or trustee is appointed to take possession of all or substantially all of Seller's assets; (B) Seller makes a general assignment for the benefit of creditors; (C) any action or proceeding is commenced by or against Seller under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors; or (D) Seller becomes insolvent or commits an act of bankruptcy. If an event described in (iii) of this section occurs, Buyer may, at Buyer's sole election, pay Seller its actual direct out-of-pocket costs to date of cancellation, as approved by Buyer, in which event the goods shall be the property of Buyer and Seller shall safely hold the same subject to receipt of Buyer's shipping instructions.

(h) The warranties, remedies and indemnities provided in this Purchase Order shall survive delivery, and shall not be deemed waived either by reason of acceptance or payment and shall be in addition to those implied or available at law.

(i) If Seller conditions its bid or sale to Buyer upon rejection of these terms and conditions, it must do so by a non-preprinted specific rejection of the terms and conditions of this Purchase Order. All terms and conditions of Seller which conflict with any of the terms and conditions herein are specifically rejected by Buyer.

NON-EXCLUSIVE AGREEMENT: This Purchase Order is a non-exclusive contract and King Filtration Technologies, Inc. reserves the right to purchase same or like materials and/or services from other sources as King Filtration Technologies, Inc. deems necessary and appropriate.