S&B Filters, Inc. (Revised 10/26/23)

1. TERMS: For credit card customers we accept MasterCard, Visa and American Express. On Account payment terms are Net 30 days. A finance charge of 1.50% per month, which is an annual percentage rate of 18%, will be charged on all past due accounts.
2. CLAIMS: Claims for errors or shortages must be made within five (5) days after receipt of shipment. Claims for goods damaged in transit must be filed against the carrier.
3. RETURNS: No claim shall be allowed nor credit given for goods returned without S&B Filters, Inc. (“S&B”) written authority, and, in no case, shall any claim be allowed if made more than thirty (30) days after receipt of merchandise.
4. WARRANTY: S&B warrants merchandise shipped to any Customer to be of sellable or usable quality. S&B makes no warranty of any other kind, expressed or implied. No stipulation, agreement or understanding of the Customer shall be valid or enforceable unless in writing by a duly authorized officer of S&B Filters, Inc..
5. S&B’s LIABILITY: Liability for loss or damage due to the use of product manufactured by S&B is limited to the lesser of the invoice price or the amount actually received by S&B. S&B shall not be liable because of late deliveries or non-deliveries due to fire, inability to acquire raw materials, labor difficulties, or other causes beyond S&B’s control and shall continue until such contingency has been remedied. IN NO EVENT SHALL S&B, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR ASSIGNS (“S&B PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES OFFERED BY S&B, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT S&B HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THESE TERMS, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
6. CANCELLATION: Orders may only be canceled prior to costs being incurred by S&B the products ordered. Any order terminated after costs are incurred by S&B are subject to a termination claim for reasonable and necessary out of pocket costs and expenses not previously paid by Buyer.
7. RELEASE OF INFORMATION: For customers requesting On Account credit terms, Customer hereby authorizes S&B to make any inquiry regarding Customer's credit worthiness and business practices including contacting banks, credit references and credit reporting authorities. Customer also acknowledges that S&B may report payment records to credit reporting authorities. In the event of any incorrect reporting, S&B’s sole liability shall be limited to correcting any inaccuracies. S&B s shall have absolutely no other liability with respect thereto.
8. ORDERS: Customer acknowledges that it may or may not issue signed purchase orders and authorizes S&B to take orders verbally, via telephone, by facsimile or computer transmission and to act upon such orders as if a signed purchase order was issued only with Purchase order number.
9. ARTWORK: Customer represents that any designs, artwork, or other trademarks or trade dress Customer asks S&B to produce or acquire for Customer or Customer's client is Customer's or Customer's client's property. Any plates, dies or artwork acquired or produced by S&B for Customer which remains unpaid for shall be S&B’s property and Customer waives any rights of offset or claims of conversion.
10. FILTER TOOLING: In order to keep our tooling prices as low as possible, S&B absorbs a significant portion of the engineering & tooling costs and requests only a one-time setup fee from Customer(s) to absorb some of the engineering and tooling expenses. Without exception, S&B owns all tooling, dies and/or stampings used to produce Customer’s product unless stated otherwise in writing.
11. OTHER TOOLING: Any tooling paid for in full or provided by Customer, other than as outlined above in Section 10, will be owned by Customer unless otherwise indicated in writing.
12. FAILURE TO PAY: If Customer fails to pay for invoices within the agreed upon terms, Customer unconditionally authorizes S&B to 1) delay or withhold shipments of ordered product, 2) scrap or resell ordered product, the proceeds of which shall be used to cover the cost of handling and shall not apply to any portion of the unpaid balance.
13. FREIGHT: While S&B will endeavor to use the least expensive method of freight this may not always be the case. At times, this may conflict with Customer's prior request. Customer agrees to pay all freight incurred by common carrier if these charges were incurred due to customer request for an emergency shipment outside of normal scheduled deliveries.
14. PRICE CHANGES: S&B Filters reserves the right to change prices and/or discount structure at any time.
15. INDEMNIFICATION: Customer shall indemnify and hold harmless S&B against all damage resulting from liabilities incurred to any third party as a result of customer's order, products or test data released by Customer, including, but not limited to, any and all judgments damages, costs, attorney fees and expenses to S&B resulting from claims which may arise with regard to ownership of trade dress, trademarks, copyright, or other proprietary interests, or if merchandise does not meet performance specifications when drawings, specifications, samples, and/or other written descriptions were provided by or previously approved by Customer, prior to production. In the event of a claim by a third party against S&B as a result of an order, S&B shall have the right, but not the obligation, to tender the defense of such claim to Customer, and Customer agrees to defend S&B in the event of such tender.
16. TEST DATA: In the event that Customer is provided Test Data by S&B, Customer understands that these results are to be used for internal purposes only and may not be used otherwise unless agreed to in writing in advance.
17. INCONSISTENT TERMS AND CONDITIONS: Any term or condition, either made verbally or which appears on any written document, purchase order or other such instrument, which conflicts with those stated herein shall be void. Where such conflict exists the terms and conditions of this Credit Application shall supersede. If any part of this agreement is determined to be unenforceable the remaining terms and conditions shall continue in full force and effect.
18. APPLICABLE LAW - VENUE: This agreement is entered into at S&B’s principal place of business located at Fontana, California. In the event that it shall become necessary for S&B to file legal action to collect any outstanding obligations from the Customer, the venue of said actions shall be with the Orange County Superior Court. Customer hereby agrees to submit to the jurisdiction in Orange County, California with respect to any legal proceeding commenced to collect any outstanding obligations from customer. In the event it shall become necessary for S&B to file an action to collect any unpaid obligations, S&B shall be entitled to collect reasonable attorney's fees, collection costs, and court costs. All other disputes between the parties shall be submitted to binding arbitration and a competent arbitration board mutually agreeable to both parties - both parties hereby waive their right to a trial by jury.
19. REPRESENTATIONS: The Customer's authorized representative's signature attests to the financial responsibility for any amounts billed and or inventory being held by S&B in its warehouse and that the information and statements contained in this application are true and complete and are made for the purpose of inducing S&B to sell product to the Customer and to establish an open line of credit. The undersigned further agrees that all sales shall be subject to the terms and conditions, which are set forth in this credit application.
20. FORCE MAJEURE: Each party’s obligation (other than Licensee’s obligation to pay Fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.
21. COVENANT OF NON-SOLICITATION: Covenant of Non-Solicitation: Customer and S&B covenants and agrees that it shall not, directly or indirectly, during the term of this Agreement induce or solicit any employees with whom they have had non-incidental contact, any employees who conduct business for the either Party in these areas: research and development, engineering, manufacturing, sales and marketing, and whom each party has learned about through the conducting business (“Employees”); provided that the foregoing shall not preclude (i) the Parties from hiring any such Employees whom the Recipient can demonstrate it was in active, continuing discussions with regarding possible employment prior to the signing of this Agreement, (ii) the use of public general advertisements or search firms (in each case, not directed at, or targeted to the Discloser) or the hiring of any person who responds thereto, (iii) hiring any Employee who initiated employment discussions with the Recipient without solicitation by the Recipient, or (iv) soliciting and/or hiring any person who has not been employed by the Discloser for at least 6 months from the date of completion of the due diligence hereunder at the time of such solicitation. And for two years after termination of this Agreement:
22. PRIVACY POLICY: By using the website, you are in acknowledgement of our Privacy Policy.
23. COUNTERPARTS: This Agreement may be executed in counterparts, each of which will be deemed an original. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.
24. OTHER: The current version of this Agreement, which may be amended or modified by S&B without notice from-time-to-time, can be found www.sbfilters.com/contractmfgtermsconditions.