Kansas Filtration: Terms and Conditions

ACCEPTANCE. Purchaser agrees to buy and Kansas Filtration LLC ("Kansas Filtration") 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 Kansas Filtration is strictly limited to the terms of this offer and Kansas Filtration 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 Kansas Filtration 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. Kansas Filtration's prices for products include Kansas Filtration's standard commercial packing and packaging. Any non-standard or special packing or packaging will be provided by Kansas Filtration at additional cost to Purchaser. The price quoted by Kansas Filtration 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. Kansas Filtration 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 Kansas Filtration in collecting any payment due.

LIMITED WARRANTY; LIMITATION OF LIABILITY. KANSAS FILTRATION 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 KANSAS FILTRATION OR ITS AUTHORIZED REPRESENTATIVE; OR (III) IMPROPERLY MAINTAINED, OVERHAULED, INSTALLED, STORED, OPERATED, USED, HANDLED OR EXPOSED TO ANY ENVIRONMENTAL CONDITION NOT IN ACCORDANCE WITH KANSAS FILTRATION'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 KANSAS FILTRATION 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 KANSAS FILTRATION 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, KANSAS FILTRATION 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 KANSAS FILTRATION BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM A BREACH OF THIS LIMITED WARRANTY. FOR AVOIDANCE OF DOUBT, KANSAS FILTRATION SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF REVENUE. KANSAS FILTRATION 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 KANSAS FILTRATION, KANSAS FILTRATION MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. NO ARRANGEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON KANSAS FILTRATION UNLESS IN WRITING AND SIGNED BY KANSAS FILTRATION. CHANGE ORDER REQUESTS. All change requests to a purchase order must be submitted to Kansas Filtration in writing and will not be effective until Kansas Filtration 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. Kansas Filtration 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 Kansas Filtration are F.O.B. Kansas Filtration's place of shipment, as defined in the Kansas Uniform Commercial Code.

FORCE MAJEURE. Kansas Filtration 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 Kansas Filtration's reasonable control.

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

INDEMNITY. Purchaser agrees to indemnify, defend and hold harmless Kansas Filtration from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by Kansas Filtration 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, Kansas Filtration, 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 Kansas, or (iv) Purchaser providing inaccurate or misleading information. In addition to any and all damages Kansas Filtration may be entitled to receive as a result of Purchaser's default hereunder, Kansas Filtration shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys' fees, incurred by Kansas Filtration in enforcing its rights hereunder. If Kansas Filtration 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 Kansas Filtration be liable for any incidental, consequential, special, exemplary, punitive, or other damages arising out of any failure of Kansas Filtration hereunder. In no event shall Kansas Filtration'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 Kansas Filtration 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, Kansas Filtration 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 Kansas Filtration agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying Kansas Filtration 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 Kansas Filtration at its corporate headquarters and directed to the attention of ___________.

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 Kansas, 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 Sedgwick County, Kansas, 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.