RE³ Optimization Systems

Site Terms and Policies

1. ACCEPTANCE: Acceptance by the Company of the Buyer’s order for its Conserver products (hereinafter referred to as “Products”) is expressly conditioned upon Buyer’s agreement to all of the terms and conditions set forth herein and any inconsistent or additional terms contained in the Buyer’s purchase order, purchase contract or other document are hereby rejected. The terms and conditions contained herein shall not be modified other than in a single writing executed by the Buyer and the Company. Such terms and conditions constitute the entire agreement between the Company and the Buyer with respect to the subject matter contained herein and supersedes all prior oral or written representations and agreements.

2. PRICES AND TAXES: The prices quoted by the Company are subject to change without notice due to market fluctuations. Unless otherwise stated in the Company’s sales quotation, prices quoted are F.O.B., the Company’s facility in Pennsylvania. The amount of any local, state or Federal tax levied on the Products referred to herein shall be added to the amount paid by and remain the sole responsibility of the Buyer. The Buyer shall pay, to the extent permitted by law, all reasonable costs and expenses, including attorney fees and costs incurred by the Company in connection with any collection action for payment of the amounts due herein. If the Products covered hereby are to be delivered to the Buyer over a specified period of time following the order date, or if the Buyer orders a specific quantity or estimated quantity of Products based on an estimated need, the Buyer shall accept shipment of and pay for all Products stated or estimated in such order and such payment shall be made in accordance with this Section 2 and, in any event, on or before the end of such specified period of time, if any.

3. DELIVERY: Any dates or schedules which may be specified for the delivery of the Products covered hereby have been stated only approximately and are estimated from the date of receipt of the Buyer’s order. The Company shall not incur any liability, either direct or indirect, nor shall any order be cancelled, because or as a result of any delays in meeting such dates or schedules. Company reserves the right to satisfy delivery of the Products through partial delivery and part performance.

4. DELAY AND FORCE MAJEURE: The Company shall in no event be responsible or liable for any delays or failures in manufacture or delivery due to any cause or condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of materials or equipment, riots or other civil commotion, and war.

5. PRODUCT SELECTION AND SUITABILITY: The Company shall not be responsible for how the Products are used or installed where the Company is not the installer of the Product and the Company shall not be responsible for the Product’s conformance with applicable Federal, state, local or foreign laws, rules, regulations, and ordinances. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF THE BUYER’S IMPROPER SELECTION, MISAPPLICATION OR MISUSE OF A PRODUCT.

6. LIMITED WARRANTY: The Company warrants that its Products will be free from defects in material, workmanship and design under normal use and service, provided said Products are installed and serviced as recommended by the Company, and filters and any other elements to be replaced regularly that are contained in the Product are changed within intervals recommended by the manufacturer of the equipment on which the Product is installed. Should any product of the Company be defective or fail to meet the applicable specifications within three (3) years from the date of shipment, the Company will repair or replace the Product. Upon discovery of a defect with the Product the Buyer must notify the Company of said defect in writing within thirty (30) days with a statement regarding the installation and use of the Product.

The Company further warrants that, if the Product and equipment on which it is used are installed, used and maintained in accordance with the installation, use, and maintenance manual accompanying the Product, the Product will not affect oil or hydraulic fluid low so as to damage any piece of equipment on which it is stated to be for use. Should a defect in the Product directly result in damage to a piece of equipment on which it is stated to be for use, although the Product and equipment were properly installed, used and maintained, the Company will pay the cost to repair or replace the damaged piece of equipment, provided that, upon discovery of the defect, the Buyer notified the Company of said defect in writing within thirty (30) days of the discovery of said defect with documentation indicating the equipment on which the Product was installed, how the product was installed, and three (3) years of maintenance records including filter changes and oil analyses showing that required maintenance was performed and the equipment was properly maintained.

The Company reserves the right to examine the product, engine and any other equipment that is claimed to be damaged by the Company’s product so as to determine the extent of damage and whether it was directly caused by the Company’s product. No returns shall be made without prior written consent of the Company. The Company shall in no event be responsible for the cost of labor or other charges incurred by the Buyer in returning any of the products to the Company for repair or replacement. The Company shall not be liable for repair or replacement under this Section 6 for any damage resulting from the misuse, neglect, negligence, improper selection or misapplication of the Product or in any application where the Product has been improperly maintained, operated or installed. The Company shall not be liable for any damage to the product that is the result of Product corrosion.

7. EXCLUSION OF OTHER WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, COMPANY PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH APPLY TO THE PRODUCTS AND THE COMPANY HEREBY DISCLAIMS SAME. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE COMPANY SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE-REFERENCED EXPRESS WARRANTY, THESE EXCLUSIONS OF WARRANTIES, OR OTHER TERMS HEREOF.

8. LIABILITY LIMITATION: In no event shall the Company be liable to the Buyer or to any third party for consequential, incidental, special or other damages of any kind resulting from or in any manner related to the Products, their design, use, or any inability to use the same, including, without limitation, damages arising out of or in any manner relating to the delivery of the products or any delay with respect to their delivery, it being understood that the sole and exclusive remedy of the Buyer or any third party shall be the remedies provided by the “LIMITED WARRANTY” provision hereinabove contained. The Company further specifically disclaims all liability and responsibility for any harm, including direct, incidental, or consequential damages, resulting from any improper installation, modification, or other misapplication of its products.

9. CANCELLATION OR CHANGES OF ORDERS: No orders may be withdrawn or cancelled by the Buyer, nor may they be deferred when ready, unless the Company shall first be paid a cancellation fee or deferral fee of an amount published by the Company at the time of the sale. In the event the Buyer shall request reasonable changes in its order after receipt thereof by the Company, the Buyer shall be responsible for all charges reasonably assessed by the Company with respect to such changes. In no event shall the Buyer request unreasonable changes with respect to any of the terms of any order, including but not limited to changes with respect to quantity and delivery dates. The reasonableness of a requested change shall be solely determined by the Company using its reasonable discretion.

10. RETURN OF PRODUCTS: The Buyer may return any product in the original package and in a non-objectionable condition with the restocking fee published by the Company at the time of the return within thirty (30) days of shipment with the Company’s prior written consent.

11. APPLICABLE LAW: (a) The terms and conditions applicable to any sale of Products by the Company and any claim of damage associated with such Products shall be determined and construed in accordance with, and shall be governed by, the laws of the Commonwealth of Pennsylvania, excluding its conflict of law principles, and Buyer and the Company agree to submit to the exclusive jurisdiction of the appropriate state or federal court located within Allegheny County, Pennsylvania for purpose of resolving any dispute or claim arising in connection with said transaction(s).

16. MISCELLANEOUS These terms and conditions contain the entire agreement and understanding of the parties and merge and supersede all prior discussions, agreements and understandings of every nature between the parties covering the products. These terms and conditions shall not be amended except in a writing signed by both parties.

Failure, delay, or any partial exercise by either party of any right, power, or privilege available to such party hereunder shall not operate as a waiver, or preclude further exercise by such party of any other right, power, or privilege.

If any provision or any portion of these terms and conditions are construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from these terms and conditions to the same extent and effect as if it were never incorporated herein, but all other provisions of these terms and conditions and the remaining portion of any provision that is construed to be illegal, invalid or unenforceable in part shall continue in full force and effect.

The obligations and rights of the Buyer with respect to an order of Products hereunder shall not be delegated or assigned without the prior written consent of the Company.

Any notice or other documents to be given or delivered hereunder by any party to any other party shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid return receipt requested, or by a nationally recognized overnight courier service, to the respective addresses set forth on the Company’s quotation.

Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other party.

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RE³ Optimization Systems, LP, 3000 McKnight East Drive, Suite 405, Pittsburgh PA 15237

Email: info@nextgenfiltration.com | Phone: 412.548.1659 | Fax: 412.548.1641