1. Application of terms. The sale of any and all products and services  (“Product” or “Products”) by Premier Filters, Inc. (“Company”) are subject to these terms and conditions (“Conditions”) and the Company’s Limited Product and Component Warranty (“Warranty”), regardless of other or additional terms or conditions that conflict or contradict this Conditions in any purchase order, document, or other communication (“Order”). Preprinted terms and conditions on any customer (“Customer”) document (such as purchase orders or order confirmations) and/or Company’s failure to object to conflicting or additional terms will not change or add to the terms of these Conditions.

2. Orders. All Orders are subject to acceptance by the Company. The Company reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added and Standard Products are non-cancelable and non-returnable (“NCNR”). The Customer may not cancel or reschedule Orders.

3. Prices. Company’s quoted prices apply for 30 days or as otherwise stated in its quote. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. The Customer is responsible for any additional fees and taxes. After 30 day period, the Company may, in its discretion, adjust the purchase price of any unshipped Products to reflect cost increases and changes in market conditions. The Company will give Customer notice of any such price adjustments. Unless within seven (7) days after receiving such notice, Customer gives Seller written notice of any objections to any such price adjustment. Buyer will be deemed to have waived all such objections.

4. Terms of Payment. Payment of the total invoice amount, without offset or deduction, is due thirty (30) days from the invoice date. On any past due invoice, Company may charge interest from the payment due date to the date of payment (at 1.5 % per month). The Company in its sole discretion may change the terms of the Customer’s credit at any time.

5. Taxes. The purchase price of the Product is exclusive of any and all excise, sales, use or other taxes levied by any federal, state, country, municipal or other governmental authorities, all of which are chargeable to Customer. If Customer claims an exemption from such taxes, Customer must provide evidence of such exemption acceptable to Company.

6. Acceptance of Products and Product Returns. Customer must notify Company in writing of any damage, shortage, or any other discrepancy with regard to any Product within 10 days after delivery. After the 10th day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return any Product without a return material authorization (“RMA”) number. Returned Products must be in original manufacturer’s shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges.

7. Freight Charges. All freight charges for shipment of the Property to Customer, including tax on freight charges, if any, are the sole of Customer.

8. Shipping Instructions. Unless otherwise agreed to by Company, Customer will arrange for shipment and routing of the Product. If Customer’s shipping and routing instructions are unclear incomplete or impractical or implementation, or if no shipping instructions are provided, Company may, and is hereby authorized by Customer, to arrange for shipment and routing of the Products as Company deems appropriate. In no event will Company be liable for any failure of the carrier to follow shipping instructions of either Customer or Company.

9. Delivery Date. Company may ship the Product in partial shipments. Company will use reasonable commercial efforts to deliver the Product by the requested delivery date but will have no liability to Customer for any late shipments.

10. Title, Risk of Loss and Insurance. Title to and all risk of loss of or damage to the Product will pass from Company to Customer at the shipping point. Unless otherwise expressly agreed in writing, the cost of insurance on the Product while in transit will be borne solely by Customer.

11. Rigging and Installation. All costs of unloading the Product from the carrier upon arrival at the shipping destination and moving the Product to the installation site is sole responsibility of Customer. Company has no liability for the unloading, delivery to the relevant Customer facility or installation of the Product and Customer assumes all risk of damage to or loss of the Product occurring in connection with such unloading, delivery and installation.

12. Warranty and Limitation of Liability. CUSTOMER HAS SELECTED THE PRODUCT, INCLUDING ITS SIZE AND DESIGN, AND DISCLAIMS ANY RELIANCE UPON STATEMENTS MADE BY COMPANY. EXCEPT AS MAY OTHERWISE BE SET FORTH IN A WRITTEN WARRANTY MADE BY COMPANY, COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED. WRITTEN OR ORAL, AND HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), AND IN NO EVENT SHALL COMPANY’S LIABILITY EXCEED THE STATED PURCHASE PRICE OF THE PROPERTY. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD THE COMPANY HARMLESS FROM ANY CLAIMS ARISING FROM THE USE OF PRODUCT OR BASED ON (i) COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS (ii) USE IN COMBINATION WITH OTHER PRODUCTS.

IN NO EVENT SHALL COMPANY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY IN TORT, CONTRACT OR OTHERWISE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, STATUTORY, SPECIAL, PUNITIVE OF EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, LOSS OF REVENUES, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN, IN CONNECTION WITH, ARISING OUT OF , OR AS A RESULT OF THE SALE, DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCT (OR ANY COMPONENT) SOLD OR SUPPLIED BY THE COMPANY, OR FOR ANY LIABILITY OF CUSTOMER TO ANY THIRD PARTY WITH RESPECT THERETO.

13. Force Majeure. In the event that Company or any of its suppliers or intermediaries is unable to carry out Company’s obligations hereunder due to acts of God or of the public enemy, war, insurrection, riots, strikes, lockouts, labor disputes, fires, floods, earthquakes, natural disasters, unavoidable casually, freight embargoes, shortages of labor or material, pandemic, quarantine ordered by any government authority, changes in governmental policy, laws or regulations (including, but not limited to, money exchange or transfer restrictions, impositions of quotas or limitations of shipments), or any other cause or causes beyond the control of Company or its suppliers or delegates, whether or not specified above, Company may extend the time of performance of its obligations to such extent as may be necessary to enable Company and its suppliers and delegates to complete performance with exercise of reasonable diligence after the cause of causes of delay have been removed. In the event any such delay continues for a period of more than six (6) months either party may terminate its obligations hereunder by so notifying the other party in writing.

14. Use of Products. Company’s Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold Company harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale. Further, the Company is not responsible for any Product or component failures resulting from operations outside of the Company’s published and/or stated ratings and specifications, or from any improper installation, misuse, abuse, unauthorized modification, alteration, or augmentation of any Product nor is Company responsible for any failure or damage to any product arising from adverse conditions, such as over-voltages, surges, overload from the Customer’s electrical system(s) or any utility company, or other events that may exist to damage or degrade the Product outside the direct control of the Company.

15. Export/Import. Certain Products sold by Company and other related technology and documentation may be subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. The customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is solely responsible to obtain any license to export, re-export, or import as may be required.

16. Termination. Upon the occurrence of an Event of Default, Company will, in addition to the rights set forth in these Conditions, have the right to immediately terminate any sale to Customer as to any un-shipped Product with or without notice of termination to Customer.

17. Indemnification. Customer will defend, indemnify and hold Company harmless from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or in connection with any use of the Product by Customer or any breach of these conditions by Customer.

18. Default. The occurrence of any of the following shall constitute an Event of Default:
      (a) any failure by Customer in the payment, when due or payable of the purchase price of the  Product or any installment thereof or interest thereon; (b) any breach of Customer of any representation, warranty, covenant or Conditions (other than as to payment) set forth in this Conditions or any other Conditions between Customer and Company or arising by operation of law or otherwise, which breach is not cured by the ninth (9th) day following notice thereof by Company to Customer; (c) the issuance or entry of any judgment, injunction or attachment against Customer, the Properly or any other property of Buyer; (d) the insolvency of Customer; or, (e) any change in the condition or affairs (financial or otherwise) of Buyer, including but not limited to (i) Buyer, or any of its owners, principals. or members become listed as SDN’s by the Office of Foreign Assets Control, or any (ii) enters into any merger or acquisition with another entity, (iii) changes its organization, or (iv) or any other circumstances or facts regarding Buyer which impairs Customer’s ability to pay for the Product.

19. Remedies on Default. Upon the occurrence of an Event of Default, or at any time thereafter if such Event of Default shall be continuing, in addition to any other contract, statutory and common law rights, rights or remedies Company may have, Company shall have the right to terminate any sale and/or take possession of any Product delivered to Customer or sue for the recovery of monies.

20. Assignment by Company. Without consent of Customer, Company may assign or sell its interests, rights in these Conditions to any assignee (“Company’s Assignee”). Upon request, Customer will acknowledge such assignment in a form customarily received by Company’s Assignee and thereafter pay all payments and other amounts due to Company’s Assignee. Customer’s obligation to pay any payments or amounts due under these Conditions to Company’s Assignee shall be absolute and unconditional. Customer hereby waives any right to assert against Company’s Assignee any claims, defenses, abatements, reduction, counterclaims, recoupment, right of cancellation or offsets which Customer may have against Company, and Customer hereby expressly agrees not to assert any such abatements, reduction, counterclaims, recoupment, right of cancellation or offsets claims, defenses or offsets against Company’s Assignee.

21. Assignment by Customer. Customer may not assign, delegate or transfer any of its rights, duties or claims under this Conditions to any third party without the prior written consent of Company.

22. Waiver, Amendment or Modification. No waiver, amendment or modification of any provision hereof or any right or remedy hereunder shall be effective unless in writing and signed by the party to be bound. No failure by Company to exercise, and no delay by Company in exercising, any right, power or any right or remedy by Company on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of Company are separate and cumulative and the exercise of any right or remedy shall not limit or prejudice the exercise of any other right or remedy. Headings to any sections are for convenience only.

23. Court Jurisdiction. Customer agrees that any controversy, claim, action or dispute arising out of or relating to this Conditions, regardless of any choice or law or the forum non conveniens doctrine, will be subject to the laws of the State of California and the parties hereto agree to these matters being adjudicated solely in the State or Federal Court, located in State of California, County of Orange, and Customer voluntarily submits to the jurisdiction of said Courts.

JURY WAIVER. COMPANY AND CUSTOMER HEREBY KNOWING AND VOLUNTARILY WAIVE AND RELINQUISH ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATED TO THIS CONDITIONS

24. Attorneys’ Fees. In the event any arbitration or judicial action or proceeding is initiated with respect to any matters relating to this Conditions or in the event either party seeks relief form the automatic stay of 11 U.S.C. Section 362 (or any successor statue thereto), then the party in whose favor any award shall be given or arty relief shall be granted or judgment shall be entered shall be entitled to recover from the other party all costs and expenses (including attorneys’ fees) incurred in such action or proceeding any appeal there from.

25. Severability. In the event any provision or portion of any provision of these Conditions shall be held by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions or portions thereof shell remain in full force end effect.

26. Entire Conditions. Notwithstanding any purchase order or other documentation submitted by Customer, these Conditions and the Warranty constitute the entire terms of sale between Customer and Company pertaining to the sale of any and all Company products.