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    TERMS AND CONDITIONS OF SALE
    1. Formation of Contract. The following provisions, together with the provisions on the front side of this document, shall constitute the entire Agreement between A.C.T. Dust Collectors (hereinafter the “Seller”) and the Buyer. All terms, conditions and instructions, printed or otherwise, on Buyer's Order or any other form submitted by Buyer to Seller are hereby rejected. Buyer shall be deemed to have accepted the terms and conditions of this Agreement unless Buyer notifies Seller in writing of any objections as soon as practicable after receipt of this document by Buyer. In the absence of such notification, the sale and shipment by Seller of the goods covered by this Agreement shall be conclusively deemed to be subject to the terms and conditions contained in this Agreement. Any additional or inconsistent terms on any printed form which may have been submitted by Buyer prior to this document, or which may hereafter be submitted by Buyer, including without limitation any purchase order or confirmation order, shall not be binding unless expressly agreed to in writing signed by both Buyer and Seller.
    1. Terms of Payment. Unless otherwise provided on the front side of this document, Buyer agrees to pay the entire balance due as set forth on the front side of this document within thirty (30) days. In the event Buyer fails to pay the entire balance due as set forth on the front side of this document within thirty (30) days, Buyer will be charged a late fee of 18% per annum on the outstanding balance. 
    1. Shipment and Place of Delivery. The goods and materials covered by this Agreement are sold F.O.B. Seller’s facility, and Seller's placement of such goods in the possession of a trucking company, railroad, or other common carrier at the place of such delivery shall constitute delivery to the Buyer and all risk of loss in transit, as well as liability to third persons for loss or injury incurred during transit, shall be born by Buyer. Notwithstanding the forgoing, title to all goods shall remain with the Seller until the purchase price and all other amounts due under this Agreement have been paid. 
    1. Force Majeure. Neither party shall be liable in any respect for failure or delay in the shipment or acceptance of the goods if hindered or prevented, directly or indirectly, by war, national emergency, inadequate transportation facilities, inability to secure materials, supplies, fuel or power, fire, flood, windstorm or other act of God, or any act of government, whether foreign, national, or local, whether valid or invalid, or any other cause of like or different kind beyond the reasonable control of the parties. Any quantity of goods so affected shall be deducted from the total quantity purchased by Buyer. Seller may allocate its available supply of goods among itself and its customers on whatever basis it deems desirable during any period of shortage due to any of the above causes.
    1. Buyer's Financial Responsibility. Each shipment or delivery shall constitute a separate sale. If, in the judgment of Seller, the financial condition or, credit of Buyer at any time shall not warrant shipment of goods ordered, Seller, may, at its option, require full cash payment or satisfactory security prior to shipment. In the alternative, Seller may refuse to make any shipment and terminate any order outstanding without any liability of Seller to Buyer. If Buyer fails to comply with or to fulfill any of the terms or conditions of this Agreement (including, without limitation, Buyer's failure or inability to accept any delivery of goods on the delivery date specified), or the terms and conditions of any other agreement with the Seller, Seller may defer all shipments made under this Agreement or to be made under any or all other agreements with Buyer, until any such default is remedied without prejudice to any and all other remedies which Seller may have.
    1. Limit of Liability. In the event of shortages, damaged, late or defective goods for which Seller may otherwise be responsible, Seller's liability whether based in contract, tort, strict liability, negligence or other shall not exceed the purchase price of such goods or, at the election of Seller, the repair and replacement of any defective, damaged, or undelivered goods. In no event shall Seller be responsible for incidental, consequential, or special damages as a result of shortages, damages, lateness or defects. 
    1. Limited Warranty: A.C.T. Dust Collectors warrants the equipment to be free from defects in material and workmanship for a period of Ten (10) years from the date of purchase. This Limited Warranty does not cover: (i) normal wear and tear including, but not limited to, corrosion, abrasion and elements; (ii) damage due to improper installation, maintenance, or operation; (iii) damage due to unauthorized repair, alteration, or modification; (iv) damage due to abuse, misuse, neglect, or accident; (v) usable components including, but not limited to, filters; or (vi) costs related to removal, reinstallation or transportation of equipment. This Limited Warranty covers parts only and only the parts manufactured exclusively for A.C.T. Dust Collectors. All other parts will be covered by the respective manufacturer’s warranty. To make a claim under this Limited Warranty, customers must notify A.C.T. Dust Collectors in writing within the warranty period, provide proof of purchase, and provide detailed description of the defective part. EXCEPT AS PROVIDED HEREIN, MANUFACTURER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, PRODUCTION, OR BUSINESS OPPORTUNITIES. This Limited Warranty shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.
    1. Indemnity. The Buyer shall indemnity and hold harmless the Seller from and against all loss or damage, including any fine, penalty, suit, action, claim, liability, cost or expense, arising from injuries or death to persons, and damage to or destruction of property in any manner caused by incident to, or connected to the products furnished by Seller. 
    1. Security Interest. Buyer does hereby grant Seller, as security for due and punctual payment of the total purchase price payable for the goods sold and other charges due pursuant to this Agreement, a first priority purchase money security interest in such goods, together with all increases, parts, fittings, accessories, equipment and special tools now and hereafter affixed to any part thereof or used in connection therewith and products, additions, substitutions, and all cash and non-cash proceeds, including insurance proceeds, thereof and thereto (hereinafter collectively referred to as the “Collateral”). Buyer hereby agrees to execute or cause to be executed such financing statements, certificates of title or other security instruments as Seller may reasonably require in order to perfect and maintain the security interest. Buyer further appoints Seller as its attorney-in-fact with power to sign the name of Buyer on any financing statement or similar document necessary, in Seller’s opinion, to perfect or continue to perfect the security interest and lien. If Buyer defaults in any of its obligations or fails to observe any covenant of this Agreement, Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code.
    1. Inspection. Buyer shall assume full responsibility for the inspection of all shipments when received. Buyer shall notify Seller in writing if any goods delivered pursuant to this Agreement are non-conforming, visibly defective, or if the quantities received by Buyer do not agree with the quantities indicated on the shipping documents. Notice by Buyer shall be provided as soon as possible after delivery but no later than fifteen (15) days after such delivery. If requested by Seller, Buyer shall return such non-conforming goods or visibly defective goods, at Buyers cost, to Seller within fifteen (15) days of Sellers request. If Seller does not receive timely notice of any non-conforming or visibly defective goods from Buyer, the shipment shall be deemed to have been accepted and approved by Buyer without qualification. Upon verification by Seller of non-conformance to specifications or visible defect of any timely returned goods, Seller shall either replace, or at Seller's sole option, refund the purchase price of such non-conforming or visibly defective goods. Buyer assumes all risk of incidental or consequential damages resulting from the use of the goods in manufacturing or otherwise.
    1. Taxes. Seller's prices do not include any manufacturer's tax, sales or use tax, excise tax, processing or compensating tax, inspection or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority on or with respect to the production, processing, sale or shipment of the goods herein specified, or any ingredient thereof. Consequently, in addition to the price specified, the amount of any such present or future tax (other than taxes based on Seller's income, generally), fee or charge shall be paid by Buyer. In the event Seller shall be required to pay any such tax, fee or charge, Buyer shall reimburse Seller for the full amount of any such tax, fee or charge paid by the Seller. 
    1. Cancellation. This Agreement shall not be canceled by the Buyer for delays in delivery or other causes until written notification of such intention has been actually received by Seller. In any event, however, Buyer shall be obligated to accept any goods and materials previously shipped to Buyer, or any which are in the process of manufacture for the Buyer. Buyer shall be liable for any cancellation charges arising out of Buyer's cancellation of this Agreement for reasons other than Seller's delays in delivery.
    1. Assignment. Buyer may not assign Buyer’s rights or delegate Buyer’s performance in whole or in part under any invoice without the prior written consent of Seller. Any attempted assignment or delegation without obtaining Seller’s consent shall be void.   
    1. Governing Law. This Agreement shall be an Ohio Agreement and the rights of all parties and construction and effect of every provision hereof shall be governed by the laws of the State of Ohio. The parties hereby designate the Court of Common Pleas of Lorain County, Ohio, as the Court of proper jurisdiction and venue for any actions or proceedings related to this Agreement and any and all agreements executed pursuant hereto and hereby waive any objections or defenses relating to jurisdiction or venue with respect to any action or proceeding initiated in the Court of Common Pleas of Lorain County, Ohio. 
    1. Fair Labor Standards. All goods covered by this invoice have been produced in conformity with all applicable provisions of the Fair Labor Standards Act of 1938, as amended and regulations and orders of the United States Department of Labor issued thereunder. 
    1. Waiver. No failure on the part of Seller to exercise, no delay by Seller in exercising and no course of dealing with respect to any right or remedy of Seller will operate as a waiver of its rights under this Agreement. Nor will any single or partial exercise of any right or remedy by Seller preclude any further exercise of any other right or remedy due to Seller under this Agreement. 
    1. Cost of Enforcement. If for any reason it becomes necessary for Seller to initiate any legal proceedings against Buyer for the total or any portion of the purchase price of the goods or services sold under this Agreement, for any other charges due hereunder, or for any other breach of this Agreement, Seller shall be entitled to recover all costs incurred by it in connection with such proceedings, including but not limited to reasonable attorney's fees.