Terms and Conditions of Sale

STANDARD TERMS AND CONDITIONS

1. Entire Contract – This document, including the purchase 
order, any quotation or other sales related document 
provided by Seller (the “Agreement”) represents the entire 
contract between [KINETIFLO GROUP/CONTINENTAL 
PUMP/INTEGRTY PUMP & MOTOR] (“Seller”) and the 
buyer listed on the purchase order, quotation, or on the face 
of this document (the “Buyer”) and which may not be 
amended, modified or rescinded, except by written 
agreement signed by an authorized representative of Seller, 
which expressly refers to this document. The Seller hereby 
objects to any conflicting or additional terms or conditions 
contained in Buyer’s documents. This Agreement
constitutes an offer and not an acceptance of any offer from 
Buyer. Buyer shall be deemed, at Seller’s option, to have 
accepted this offer within the earlier of 10 days after receipt 
or upon the manufacture, fabrication, provision or delivery 
of any goods or services contemplated or upon Buyer’s 
execution of this document. Seller may, at any time, correct 
any mathematical or clerical errors contained herein.

2. Prior Sale, Inventory - All goods sold under this Agreement 
(the “Goods”) are offered subject to prior sale and/or 
availability of current inventory and Seller shall have no 
liability whatsoever from a failure to provide goods because 
of prior sale or unavailability

3. Prices - Unless otherwise specified herein, prices noted on 
the face of this document are firm for fifteen (15) days, 
provided, however, that if, before shipment of this order, 
Seller should receive increases from its manufacturers or 
suppliers, Seller may adjust the above price to those in effect 
at time of shipment without notice.

4. Delays - Whether or not due to Seller’s fault, Seller shall not 
be responsible for any failure or delay in delivery due to 
pandemics, epidemics or explosion, war, invasion, hostilities 
(whether war is declared or not), terrorist threats or acts, riot 
or other civil unrest, order or action by any governmental 
authority or requirements of law; (e) embargoes or blockades 
in effect on or after the date of this Agreement, national or 
regional emergency, strikes, labor stoppages or slowdowns, 
or other industrial disturbances, fires, floods, labor trouble, 
breakdowns, delay of carriers, manufacturers delay, total or 
partial failure for any reason of sources of supply or 
transportation, requirements, or requests of any government 
or subdivision thereof, or any similar or dissimilar cause 
beyond the Seller’s direct control. In the event of inability 
of the Seller, for any cause beyond Seller’s direct control, to 
supply the total demands for any materials specified in this 
order, Seller may allocated its available supply among any or 
all buyers on such basis as Seller, in its sole discretion, may 
decide without liability for any failure to perform the 
contract. SELLER SHALL IN NO EVENT BE LIABLE 
FOR ANY CONSEQUENTIAL OR INCIDENTAL 
DAMAGES WHATSOEVER RESULTING FROM ANY 
FAILURE OR DELAY IN DELIVERY, WHETHER OR 
NOT FROM CAUSES BEYOND SELLER’S DIRECT 
CONTROL.

5. Payment and Credit – Shipment, deliveries and performance 
of work shall at all times be subject to the approval of the 
SELLER’S credit department. Invoices submitted by Seller 
under this order are payable at par in legal tender of the 
United States of America in the city designated in the 
remittance address, upon the payment terms and in the 
amounts herein set forth. Whenever reasonable grounds for 
insecurity arise with respect to due performance by the 
Buyer, Seller may demand different terms of payment from 
those specified on the face of this order and may demand 
satisfactory security for the performance of Buyer 
obligations. Seller may, upon making such demand, suspend 
shipments hereunder. If, within the period stated in such 
demand, Buyer fails or refuses to agree to such different 
terms of payment or fails or refuses to give adequate security 
for due performance, Seller may, at its option, treat such 
failure or refusal as a repudiation of any portion of order 
which has not been fully performed. AS LIQUIDATED 
DAMAGES AND NOT AS A PENALTY, BUYER SHALL 
BE OBLIGATED TO PAY ON ALL ACCOUNTS NOT 
PAID ON THE DUE DATE THEREOF THE LOWER OF 
(I) 1-1/2% PER MONTH ON THE OUTSTANDING 
ACCOUNT BALANCE OR (II) THE HIGHEST RATE 
PERMITTED BY LAW TOGETHER WITH ALL 
ATTORNEYS ‘FEES INCURRED BY SELLER IN 
CONNECTION WITH THE COLLECTION OF ANY 
DELINQUENT ACCOUNTS. Buyer agrees that 
notwithstanding any endorsements or legend appearing on 
Buyer’s checks, drafts or other orders for payment of money, 
they do not, solely because of such endorsement of legend or 
otherwise, constitute payment in full or settlement of the 
account. No failure of the Seller to exercise any right, 
accruing from any default of the Buyer, shall impair Seller’s 
right in case of that or any subsequent default of the Buyer.
Failure of on time payment can void factory warranty.

6. Standard , Tolerance – Except in particulars specified by the 
Buyer expressly agreed to in a writing signed by Seller, the 
Goods furnished hereunder are produced in accordance with 
standard manufacturing practices at the country of origin.
All materials are subject to manufacturing tolerances and 
variations, consistent with normal manufacturing practice 
with respect to dimension, weight, straightness, section, 
composition and mechanical properties, normal variations in 
surface and internal conditions and in quality to deviations in 
tolerances and variations consistent with practical testing and 
Seller is not responsible for any deterioration in quality 
which may result from processing, operations or use by the 
Buyer.

7. Changes – This Agreement or any order may not be canceled 
or changed except with Seller’s written consent and upon 
terms that will indemnify the Seller against all loss.
Postponement of delivery will not be made without Seller’s 
approval first being obtained. Seller assumes no 
responsibility for any changes in specifications unless such 
changes are accepted in writing by Seller. Any price 
increases resulting from such changes shall become effective 
immediately upon the acceptance of such changes.

8. Termination - In addition to any remedies that may be 
provided under these Terms, Seller may terminate this 

Agreement with immediate effect upon written notice to 
Buyer, if Buyer: (i) fails to pay any amount when due under 
this Agreement and such failure continues for ten (10) days 
after Buyer's receipt of written notice of nonpayment; (ii) has 
not otherwise performed or complied with any of these 
Terms, in whole or in part; or (iii) becomes insolvent, files a 
petition for bankruptcy or commences or has commenced 
against it proceedings relating to bankruptcy, receivership, 
reorganization or assignment for the benefit of creditors.

9. Delivery; Discounts - Delivery terms are as stated on the face 
of this document. Unless indicated otherwise on the face of 
the document, all shipments are made F.O.B. Shipping Point.
Freight will be allowed on delivered prices only to the extent 
set forth on the face of the invoice. Cash discounts provided 
for in this order shall apply only to the discount value as 
indicated on the face of the invoice. In the case of pick up 
by the Buyer, Buyer’s truck is the destination, and Seller will 
not deliver or bear any cost of shipment or transportation or 
make any allowance with respect thereto. Seller will in no 
event be responsible for spotting, switching, drayage or other 
local charges in destination.

10. Inspection; Waiver - Where Buyer is to inspect, inspection 
and acceptance must be made within ten days of receipt or 
any Goods. Any and all claims relating to this transaction 
which Buyer may have against Seller must be filed in a court 
or competent jurisdiction within 1 year after delivery or shall 
be forever barred and waived.

11. Warranty and Limitation of Remedies – The Goods 
manufactured by Seller is warranted to be free of defects in 
material and workmanship for one (1) year after the product 
is first put into operation or eighteen (18) months after the 
date of shipment, whichever is less, when the Good is in the 
hands of the original owner and the Good has been used 
properly for the purpose which sold; and provided that Seller 
shall be notified within thirty (30) days from the earliest date 
on which an alleged defect could have been discovered, and 
further that the defective Good(s) or part(s) shall be returned 
to the Seller, freight prepaid by such user, at Seller’s request.
No material will be accepted at Seller’s plant without a 
Return Material Authorization (RMA) number first obtained 
from Seller. All material returned must be clearly marked 
with such RMA number. Unless expressly stated otherwise, 
warranties in the nature of performance specifications 
furnished in addition to the foregoing on a product, if any, 
are based on laboratory test corrected for field performance.
Due to inaccuracies of field-testing, if any conflict arises 
between the results of field testing conducted by or for the 
user, and laboratory tests corrected for field performance, the 
latter shall control. No equipment shall be furnished on the 
basis of acceptance by results of field testing. Upon receipt 
of definite shipping instructions from Seller, Buyer shall 
return all defective Goods to Seller after inspection by Seller.
The Goods returned must be returned in the same conditions 
as when received by the Buyer. Defective Goods so returned 
shall be replaced or repaired by the Seller without an 
additional charge or, in lieu of such replacement or repair, 
Seller may, at its option, refund the purchase price applicable 
to such defective goods. Seller agrees to pay return 
transportation charges not exceeding those which would 
apply from the original destination on all defective Goods.
However, Seller shall not be liable for such charges when the 
Goods are not defective, and Buyer shall be liable for such 
charges. Seller shall also not be liable for product failures 
that are determined to be, at seller’s sole discretion, the result 
of incorrect product application or sizing. SELLER’S 
TOTAL AGGREGATE LIABILITY ARISING OUT OF 
THIS AGREEMENT OR ANY USE OF THE GOOD SOLD 
HEREUNDER SHALL BE LIMITED SOLELY TO 
REPLACEMENT OR REPAIR, OR AT SELLER’S 
OPTION, TO REFUNDING THE PURCHASE PRICE 
APPLICABLE TO DEFECTIVE GOODS OR SERVICES.
SELLER SHALL IN NO EVENT BE LIABLE FOR ANY 
CONSEQUENTIAL OR INCIDENTAL DAMAGES.
THIS WARRANTY IS IN LIEU OF AND EXCLUDES 
ALL OTHER WARRANTIES, GUARANTEES OR 
REPRESENTATIONS, EXPRESS OR IMPLIED BY 
OPERATION OF LAW, INCLUDING ANY WARRANTY 
OF MERCHANTABILITY OF FITNESS FOR A 
PARTICULAR PURPOSE. SELLER SHALL HAVE NO 
LIABILITY ARISING FROM DESIGN FURNISHED BY 
OTHERS OR FROM ENGINEER’S OR ARCHITECT’S 
ERRORS OR OMISSION.

12. Confidentiality - All non-public, confidential, or proprietary 
information of Seller, including but not limited to 
specifications, samples, patterns, designs, plans, drawings, 
documents, data, business operations, customer lists, pricing, 
discounts, or rebates, disclosed by Seller to Buyer, whether 
disclosed orally or disclosed or accessed in written, 
electronic, or other form or media, and whether or not 
marked, designated, or otherwise identified as "confidential" 
in connection with this Agreement is confidential, solely for 
the use of performing this Agreement and may not be 
disclosed or copied unless authorized in advance by Seller in 
writing. Upon Seller's request, Buyer shall promptly return 
all documents and other materials received from Seller. 
Seller shall be entitled to injunctive relief for any violation 
of this Section. This Section does not apply to information 
that is: (a) in the public domain; (b) known to Buyer at the 
time of disclosure; or (c) rightfully obtained by Buyer on a 
non-confidential basis from a third party.

13. Taxes, Duties and Tariffs – All prices for the goods sold 
hereunder and exclusive of all sales, use, and excise taxes, 
and any other similar taxes, duties, tariffs and charges of any 
kind imposed by any governmental authority on any amounts 
payable by Buyer or charged in relation to the Goods. Buyer 
shall be liable for all taxes, duties and other similar charges
of any sort now or hereafter imposed by any federal, state, 
municipality or other government agency that may be levied 
against this transaction. Buyer also acknowledges and agrees 
to be responsible for all tariff charges related to the Goods 
charged by the United States or any other governmental 
authority. 

14. Source of Materials - Unless otherwise expressly agreed to 
in a writing signed by Seller, Seller has the right to obtain 
material from any source at its discretion.

15. Delivery Date - The scheduled delivery dates shall be, not be 
earlier than a time reasonably convenient to Seller after, if 
applicable, final drawing approval. All delivery dates 
provided are merely estimates and do not constitute a 
promise to deliver any goods by such date. 

16. Intellectual Property – Except for any intellectual property 
specifically provided by Buyer and agreed upon in writing 
by the parties, all intellectual property rights, including 
copyrights, patents, patent disclosures and inventions 
(whether patentable or not), trademarks, service marks, trade 
secrets, know-how, and other confidential information, trade 
dress, trade names, logos, corporate names and domain 
names, together with all of the goodwill associated therewith, 
derivative works and all other rights (collectively, 
"Intellectual Property Rights") in and to all Goods, 
documents, work product and other materials that are 
delivered to Buyer under this Agreement or prepared by or 
on behalf of Seller shall be owned exclusively by Seller. 
Seller hereby grants Buyer a license to use in all Intellectual 
Property Rights in the Goods free of additional charge and 
on a non-exclusive, worldwide, non-transferable, nonsublicensable, fully paid-up, royalty-free and perpetual basis, 
solely to the extent necessary to enable Buyer to make 
reasonable use of the Goods. 

17. Patents - If any Goods shall be sold by Seller to meet Buyer’s 
specifications or requirements and is not a part of Seller’s 
standard line offered by it to the trade generally in the usual 
course of Seller’s business, Buyer agrees to defend, protect 
and save harmless Seller against all suits at law or in equity 
and from all damages, claims and demands for actual or 
alleged infringement of any United States or foreign patent 
and to defend any suits or action which may be brought 
against Seller for any alleged infringement because of the 
sale of any such material.

18. Waivers - No waivers by the Seller of any breach of any 
provisions hereof shall constitute a waiver of any other 
breach of such provision. Seller’s failure to object to 
provisions contained in any communication from the Buyer 
shall not be deemed an acceptance of such provisions or as a 
waiver of the provisions of this document.

19. Timing of Billing to Buyer - Seller will invoice Buyer upon 
shipment from its supplier or facility, unless otherwise 
indicated on the face of this document.

20. Storage of Material for Buyer - If, at Buyer’s request, goods 
covered by this document are held at Seller’s facility or 
service provider for more than 14 days after they are 
available for shipment, Buyer shall accept Seller’s invoice 
and pay said invoice based on payment terms set forth herein.

21. Material Reservation - Seller will only reserve material for 
30 days with receipt of an executed purchase order, quote or 
order acknowledgment acceptable to Seller. After that time, 
material availability, price and shipment date may be 
adjusted, at Seller’s option.

22. Cancellation Charges - Purchase orders accepted and 
acknowledged by the Seller may NOT be cancelled by the 
Buyer except with the prior written consent of Seller. A 
reasonable cancellation charge that compensates Seller for 
all costs incurred in entering, processing and preparing to 
perform an order will be assessed on the approved 
cancellation. On standard catalog items cancellation charges 
will be 25% of net price, $50.00 net minimum, or actual costs 
incurred, whichever is greater. Cancellations are not allowed 
on orders with lead times of one week or less or for special 
products and non-inventory items.

23. Minimum Order Amount - A minimum order of $25.00 net
by Buyer must be made for shipments to any one address.

24. Credit Card Processing Fee - Credit card payments are 
allowed after the net 30 term but a 4% convenience fee will 
be added to all past due invoices outstanding to get the 
account current.

25. Returned Goods – (a) No Goods may be returned to the 
factory for credit without the Seller’s prior written
authorization. To receive an RMA the original purchase 
order number and date must be provided.
Boxes must contain the shippers name, address and 
authorized RGA number. Packages without
this information will be refused and returned to the 
shipper/Buyer.

26. Handling Charges – For “Continental Pump” Branded 
Products Only: Depending on what is necessary to safely 
and efficiently package Buyer’s Goods, all invoices will 
include a minimum handling charge of $10.00 per box, 
$15.00 per pallet or $20.00 per crate for standard shipping. If 
custom packaging and crates are requested the price of such 
will be furthered onto the purchaser.

27. General - Any Purchaser document which contains terms in addition to or inconsistent with the terms stated herein or a rejection of 
any term stated herein shall be deemed to be a counteroffer to Seller and shall not be binding upon Seller unless specifically accepted 
in writing by a duly authorized representative of Seller. This clause shall constitute a continuing objection to any such items not 
specifically accepted by Seller. All questions relating to the formation of or performance under the contract based hereon shall be 
determined in accordance with the laws of the State of Florida in the United States of America, excluding the application of its 
conflict of law provisions. The parties stipulate that the state and federal courts of Duval County, Missouri, or any other court in 
which Seller initiates proceedings, have exclusive jurisdiction over all matters arising out of this agreement. In the event of any 
dispute or difference arising out of or relating to an International Agreement or the breach thereof, the parties hereto first shall use 
their best endeavors to settle such disputes or differences. To this effect, the parties shall consult and negotiate with each other, in 
good faith and understanding of their mutual interest, to reach a just and equitable solution satisfactory to both parties. The 
Purchaser warrants and represents that only persons with authority to execute the documents related to this agreement will sign on 
behalf of the Purchaser and the electronic orders will be placed only by persons so authorized by the Purchaser and shall be binding 
on the Purchaser upon acceptance by the Seller with or without handwritten signature of Purchaser. IN ANY LITIGATION, 
ARBITRATION, OR OTHER PROCEEDING IN WHICH SELLER PREVAILS IN SEEKING TO ENFORCE ITS RIGHTS 
UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR BOTH) OR IN REMEDYING PURCHASER’S 
BREACH OF THIS AGREEMENT, SELLER SHALL BE AWARDED ITS REASONABLE ATTORNEY FEES, COSTS AND 
EXPENSES, INCLUDING BUT NOT LIMITED TO COURT FEES, COURT REPORTER FEES AND EXPERT FEES