ROSS® STANDARD TERMS AND CONDITIONS OF PRODUCT SALES

1. CONTRACT

These terms and conditions constitute all of the terms and conditions of the contract between Purchaser and ROSS CONTROLS®. The terms and conditions in Purchaser’s Purchase Order are without force and effect and are not binding upon ROSS except to the extent, if any, that such terms and conditions are identical to ROSS’ terms and conditions.

2. QUOTATIONS AND ACCEPTANCE OF ORDERS

All quotations for ROSS products and services, including those quotations made by ROSS representatives, are made without obligation to ROSS, and are subject to acceptance by ROSS at its offices in the state of Michigan.

3. PRICE

A. The prices specified herein are subject to change without notice. Unless otherwise stated, all prices are f.o.b. shipping point and are in U.S. Dollars.
B. Prices specified herein include no sales, use, occupation, or other similar tax, local or foreign.
C. The prices specified herein include ROSS regular packaging only. Any special packaging requested by Purchaser, including special protection for export shipment, must be at Purchaser's expense, and the cost of such special packaging must be in addition to the prices stated.
D. A minimum billing of Twenty-five ($25.00) Dollars per shipment (invoice) applies, which amount may not include transportation charges, taxes, and any other special charges and assessments.

4. TAXES

Purchaser will pay the appropriate governmental officials directly for all sales, use, occupation, gross income, and similar taxes or charges levied, assessed, or imposed on Purchaser in connection herewith, or, at or after shipment of materials by ROSS, imposed on such materials or on ROSS or which may be required to be collected by ROSS; provided, however, that if ROSS is required to, or does, pay any such taxes or charges, Purchaser will reimburse or indemnify ROSS for such taxes or charges.

5. PAYMENT

A. Invoices are payable by Purchaser Net Thirty (30) Days from date of issue. Finance charge of one and one-half percent (1.5%) per month applies to past due amounts. Each shipment must be treated as a separate and independent contract. Shipments delayed by the Purchaser may at ROSS' option become due from the ordinary delivery date requested by Purchaser, and, if special material or products are in process by ROSS, periodic invoices may be rendered by ROSS to Purchaser in amounts based upon the contract price and percentage of completion. Material or products held or stored by ROSS for Purchaser must be at the risk and expense of the Purchaser.
B. Unless otherwise noted herein, payment for products shipped by ROSS must be made at the principal office of ROSS in Troy, Michigan, in United States funds, without exchange or similar charges, payable to the order of ROSS Controls.
C. ROSS' collection expenses, including those for drafts when payment is made and accepted by ROSS in a different currency, are chargeable to the Purchaser.
D. ROSS retains a security interest in the goods sold hereunder until the purchase price with respect to such goods has been paid in full and such payment in full must be deemed a condition precedent to the extinguishment of the security interest.

6. SHIPMENTS

A. Shipments are made at the Purchaser's expense and ROSS is not responsible for drayage, demurrage, or other transportation charges incurred at destination. Risk of loss during shipment must be upon Purchaser and transportation insurance will be taken out only at the Purchaser's request, in which case the expenses will be charged to Purchaser
B. All shipments and deliveries of products remain at all times subject to Purchaser's financial condition being at all times satisfactory to ROSS. ROSS may decline to make deliveries except on receipt of full or partial payment in advance or of other security satisfactory to ROSS whenever ROSS, for any reason, must be in doubt as to the financial responsibility of Purchaser.
C. ROSS is not liable or responsible for delay in shipment or delivery or for nonperformance of contracts, in whole or in part, if such delay or nonperformance is due to fires, floods, riots, strikes, acts of God, differences with workmen, accidents, casualties, subcontractor's or vendor's delays, inability to procure raw materials, delays in transportation, acts of Purchaser, any law, order, regulation, or request of the United States Government, or any agency thereof, and any state or municipal governmental authority, or any other cause beyond ROSS' direct control and the date of delivery must be extended for a period equal to the time lost by reason of the delay. Receipt by Purchaser of products constitutes a waiver of all claims for loss or damage due to delay.

7. WEBSITE

Your use of the Website constitutes your agreement to follow these rules and to be bound by them. If you do not agree with any of these Terms and Conditions, do not use this Website.

Copyright Notice

All of the content you see or hear on this Website, including, for example, page headers, images, illustrations, graphics, audio clips, video clips, and text, are subject to trademark, service mark, trade dress, copyright and/or other intellectual property rights or licenses held the ROSS Group, one of its subsidiaries, affiliates or by third persons who have licensed their materials the ROSS Group. The entire content of this Website is copyrighted as a collective work under U.S. and international copyright laws, and the ROSS Group owns a copyright in the selection, coordination, arrangement and enhancement of the content. The content of this Website and this Website as a whole are intended solely for your use. You may download and/or transfer, print and store selected portions of the content, where the ROSS Group has provided a print/download function, provided you (a) only use these copies of the content for your own non-commercial use, e.g., product specification pages, order, acknowledgement, etc. You may not copy or post the content on any network computer or broadcast the content in any media, and you may not modify or alter the content in any way or delete or change any copyright or trademark notice. No right, title or interest in any downloaded or copied materials is transferred to you as a result of any such downloading or copying. The ROSS Group reserves complete title and full intellectual property rights in any content you download or copy from this Website. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the content without first obtaining written permission from the ROSS Group.

Submissions

We welcome your comments regarding this Website. However, any comments, feedback, notes, messages, ideas, suggestions or other communications ("Comments") sent to us via any medium shall be and remain the exclusive property of the ROSS Group. Your submission shall constitute an assignment to the ROSS Group of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. The ROSS Group shall be entitled to use, reproduce, disclose, publish and distribute any materials you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, do not send any Comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. Correction of Errors and Inaccuracies The information on this Website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted a request for quote or order). Please note that such errors, inaccuracies or omissions may relate to product descriptions, specifications, technical information, dimensions, sizing, pricing and availability. We apologize for any inconvenience this may cause you. Regional Quotes and Product Availability Requests for quote and purchase requests to addresses outside the United States cannot be filled by our U. S. affiliate(s) but will be forwarded to the appropriate regional affiliate(s) for quotation and/or sale. Products described in this Website may not be available in your region. We do not claim that the information in the Website is appropriate to your jurisdiction or that the products described in this Website will be available for purchase in all jurisdictions.

DISCLAIMERS

THE ROSS GROUP WEBSITES ARE OPERATED BY ROSS CONTROLS ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. THE ROSS GROUP, AND ITS SUBSIDIARIES AND AFFILIATES ("ROSS BUSINESSES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS WEBSITE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE ROSS GROUP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THIS WEBSITE.

THE ROSS GROUP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT THIS WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

THE ROSS GROUP DOES NOT CLAIM THAT THE INFORMATION IN THE WEBSITE IS APPROPRIATE TO YOUR JURISDICTION OR THAT THE PRODUCTS DESCRIBED IN THIS WEBSITE WILL BE AVAILABLE FOR PURCHASE IN ALL JURISDICTIONS.

THE ROSS GROUP DISCLAIMS ANY LIABILITY AS TO THE ACCURACY OR COMPLETENESS OF EACH ITEM'S DESCRIPTION, SPECIFICATION, TECHNICAL INFORMATION, DIMENSIONING AND SIZING. IT IS YOUR RESPONSIBILITY TO VERIFY ANY INFORMATION CONTAINED IN THIS WEBSITE BEFORE RELYING UPON IT.

THE ROSS GROUP DOES NOT WARRANT THAT THIS WEBSITE IS FREE OF COMPUTER VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

THE ROSS GROUP DOES NOT ENDORSE NOR MAKE ANY WARRANTIES, RECOMMENDATIONS OR REPRESENTATIONS ABOUT ANY OTHER WEB SITE YOU MAY ACCESS THROUGH A ROSS GROUP WEBSITE. LINKS TO WEB SITES ARE PROVIDED FOR CONVENIENCE ONLY. YOU NEED TO MAKE YOUR OWN DECISIONS REGARDING YOUR INTERACTIONS OR COMMUNICATIONS WITH ANY OTHER WEB SITE.

IF ANY PART OF THESE TERMS AND CONDITIONS ARE DETERMINED TO BE INVALID OR UNENFORCEABLE, THEN THE INVALID OR UNENFORCEABLE PROVISION WILL BE DEEMED SUPERSEDED BY A VALID, ENFORCEABLE PROVISION THAT MOST CLOSELY MATCHES THE INTENT OF THE ORIGINAL PROVISION AND THE REMAINING TERMS AND CONDITIONS SHALL CONTINUE IN EFFECT.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE ROSS GROUP OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ANY ROSS BUSINESS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE ROSS WEBSITE OR ANY CONTENT OF THE WEBSITE, OR WITH THE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOU ARE USING THIS WEBSITE AT YOUR OWN AND SOLE RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. THE INVALIDITY OF ANY TERM, CONDITION OR PROVISION SHALL NOT AFFECT THE ENFORCEABILITY OF THOSE PORTIONS DEEMED ENFORCEABLE BY APPLICABLE COURTS OF LAW. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF ROSS BUSINESSES UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). ENFORCEMENT, APPLICABLE LAW and JURISDICTION

By accessing and using a ROSS Group Website, you agree that your access to and use of it is subject to these terms and conditions, as well as all applicable laws, as governed and interpreted pursuant to the LAWS OF THE STATE OF MICHIGAN, U.S.A. You hereby consent to the EXCLUSIVE JURISDICTION AND VENUE of the courts in OAKLAND COUNTY, MICHIGAN, U.S.A. in all disputes arising out of or relating to the use of this Website. Use is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including this paragraph.

8. WARRANTY

All products sold by ROSS CONTROLS are warranted for a one-year period [with the exception of all Filters, Regulators and Lubricators ("FRLs") which are warranted for a period of seven years] from the date of purchase to be free of defects in material and workmanship. ROSS' obligation under this warranty is limited to repair or replacement of the product or refund of the purchase price paid solely at the discretion of ROSS and provided such product is returned to ROSS freight prepaid and upon examination by ROSS is found to be defective. This warranty becomes void in the event that product has been subject to misuse, misapplication, improper maintenance, modification or tampering.

THE WARRANTY EXPRESSED ABOVE IS IN LIEU OF AND EXCLUSIVE OF ALL OTHER WARRANTIES AND ROSS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ROSS MAKES NO WARRANTY WITH RESPECT TO ITS PRODUCTS MEETING THE PROVISIONS OF ANY GOVERNMENTAL, OCCUPATIONAL, SAFETY, AND/OR HEALTH LAWS OR REGULATIONS. IN NO EVENT IS ROSS LIABLE TO PURCHASER, USER, THEIR EMPLOYEES, OR OTHERS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH MAY RESULT FROM A BREACH OF THE WARRANTY DESCRIBED ABOVE OR THE USE OR MISUSE OF THE PRODUCTS. NO STATEMENT OF ANY REPRESENTATIVE OR EMPLOYEE OF ROSS MAY EXTEND THE LIABILITY OF ROSS AS SET FORTH HEREIN.

9. INSPECTIONS, CLAIMS, DEFECTS, & SHORTAGES

A. Careful visual inspection of products promptly upon receipt is the responsibility of Purchaser. All of such inspections must be conclusive with respect to the absence of defects and imperfections in products and with respect to the conformity (as to quality or otherwise) of the products to the provisions of the contract, insofar as such defects, imperfections, or nonconformity could be found by a careful and diligent visual inspection. Failure of Purchaser to notify ROSS of any such defects, imperfections, or nonconformity at the time of such inspection must be an immediate and automatic release of any and all claims of Purchaser relative thereto.
B. In any event, any claims of defects must be presented to ROSS within seven (7) days of installation or original use of the products by Purchaser or Purchaser's designee, and ROSS must be fully discharged of all responsibility with respect to any such claims not presented by Purchaser to ROSS prior to expiration of said seven (7) day period.
C. Any products claimed by Purchaser to be defective must be retained and made available for inspection by ROSS. Such products must be returned to ROSS upon express request by ROSS. Purchaser agrees to comply with ROSS' instructions with respect to disposition of such products.

10. ASSUMPTION OF RISK

Purchaser assumes all risks or liability whatsoever resulting from the sale or use of the products covered hereby.

11. MODIFICATIONS

In the event Purchaser desires changes in the products to be furnished by ROSS, such changes must be subject to ROSS' acceptance and Purchaser will pay ROSS such additional appropriate charges as ROSS may determine and any increased resulting cost must be paid by Purchaser in accordance with the terms hereof.

12. RETURNED GOODS

A. Only standard, volume product in current demand & new unused condition will be considered for return for credit or replacement. Special, custom and/or ROSS/Flex®–developed product may not be returned.
B. Returns for credit or replacement (whether pursuant to Paragraph 8C hereof or otherwise) must be accepted only if previous consent in writing was received from ROSS. Products approved for return must be accompanied by a packing slip, which must make reference to Purchaser's order number and ROSS' original invoice number covering the products being returned. Unless the return is due to an error on the part of ROSS, goods approved for return must be shipped to ROSS, transportation charges prepaid, and the Purchaser must be subject to a restocking or handling charge with respect thereto.

13. CANCELLATION

Special, custom and/or ROSS/Flex®-developed product may not be cancelled. Any other order cancelled by Purchaser must be subject to a reasonable cancellation charge, which will be taken into consideration expenses incurred and commitments made by ROSS in performance of its obligations with respect to the order cancelled.

14. FAILURE OF ROSS TO ENFORCE RIGHTS

The forbearance or failure of ROSS to enforce any of the terms and conditions of the contract or to exercise any right accruing from any default of Purchaser may not affect or impair ROSS' rights in case such default continues or in case of any subsequent or other default of Purchaser, and such forbearance or failure does not constitute a waiver of other or future defaults of Purchaser.

15. LAW & JURISDICTION GOVERNING CONTRACT

The contract must be construed in accordance with the laws of the state of Michigan and must be treated in all respects as a Michigan agreement subject only to the courts of Oakland County, Michigan.

16. NONDISCRIMINATION IN EMPLOYMENT

ROSS maintains an equal employment opportunity and non-discrimination program for all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, handicap or disability, or status as a Vietnam-era or special disabled veteran, in accordance with federal and local laws.

17. ERRORS

Typographical and clerical errors herein are subject to correction. ROSS reserves the right to correct the prices and/or terms of all quotations and orders, if it is found that, due to typographical or clerical errors, including the interpretations of customers’ requirements, such prices or terms are incorrect.

These Terms and Conditions May Change

The ROSS Group reserves the right to update or modify these Terms and Conditions in subsequent versions of the Website at any time without prior notice. Your use of the Website following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed. For this reason, we encourage you to review the Terms and Conditions whenever you use the Website.