Terms & Conditions

US Terms and Conditions - Direct Sales
(Applies to all direct purchases-by internet, phone, or Kilfrost.com Webshop)

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

These terms and conditions apply to your purchase of products sold in the United States by Kilfrost, including its affiliates or subsidiaries. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify Kilfrost and return your purchase to Kilfrost. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH KILFROST, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

Other Documents and Your Purchase Orders.

This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Kilfrost. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at https://www.kilfrost.com/products or by contacting your sales representative.

Except as provided herein, the provisions in your purchase orders or similar documents are expressly rejected to the extent they change or add to any of the terms and conditions contained herein. Kilfrost’s acknowledgment of your order does not constitute acceptance of your purchase order or similar document.

Payment Terms; Orders; Quotes; Interest.

Terms of payment are within Kilfrost's sole discretion, and unless otherwise agreed to by, payment must be received by Kilfrost prior to Kilfrost's acceptance of an order. Payment for the product will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Kilfrost. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. Kilfrost may invoice parts of an order separately. Your order is subject to cancellation by Kilfrost, in Kilfrost's sole discretion. Unless you and Kilfrost have agreed to a different discount, Kilfrost's standard pricing policy for products applies.

Kilfrost is not responsible for pricing, typographical, or other errors in any offer by Kilfrost and reserves the right to cancel any orders resulting from such errors.

Shipping Charges; Title; Risk of Loss; Taxes; Acceptance; No Returns.

Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products and risk of loss passes from Kilfrost to you from Kilfrost's facility or third party facility. Shipping dates are estimates only.

Kilfrost’s pricing does not include taxes such as sales, use, value added or the like, duties and other governmental charges. You will pay all such items resulting from customer’s order. If Kilfrost is required to withhold or collect such items, then Kilfrost will invoice you for such items, however, the ultimate responsibility for such items remains your obligation.

You will inspect the product within 10 days after delivery. You will have accepted the product unless you notify Kilfrost in writing explaining the basis for rejection within that 10 day time period. If the product is properly rejected, Kilfrost has the option to repair or replace the rejected product; if Kilfrost determines that your rejection was improper, you will be responsible for all expenses caused by the improper rejection including shipping, storage and restocking fees.

All sales are final. You may not return products to Kilfrost.

Warranties.

THE LIMITED WARRANTIES APPLICABLE TO KILFROST PRODUCTS CAN BE FOUND IN THE DOCUMENTATION KILFROST PROVIDES WITH KILFROST PRODUCT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN SUCH DOCUMENTATION. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES WRITTEN, EXPRESSED, STATUTORY, IMPLIED OR OTHERWISE. KILFROST MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN KILFROST'S APPLICABLE WARRANTY DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. KILFROST WARRANTIES ARE EFFECTIVE ON PAYMENT IN FULL, AND KILFROST IS NOT OBLIGATED TO HONOR ANY WARRANTY SERVICE UNTIL KILFROST RECEIVES PAYMENT IN FULL. KILFROST EXPRESSLY EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

Changed or Discontinued Product.

Kilfrost's policy is one of ongoing update and revision. Kilfrost may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart." Kilfrost will ship product that has the functionality and performance of the product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible.

Limitation of Liability.

KILFROST DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, KILFROST WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, KILFROST IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (BOTH INTENTIONAL AND NON-INTENTIONAL) (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OPERATION OF LAW, OR OTHERWISE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO PART OF THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

Not For Resale or Export.

You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Kilfrost has separate terms and conditions governing resale of Product by third parties and transactions outside the United States. These terms and conditions for resale are located at: www.Kilfrost.com/policy/legal/termsofsale.htm.

Governing Law.

THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND KILFROST ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT, KILFROST’S ADVERTISING, OR ANY RELATED PURCHASE OR ANY CONTROVERSY INVOLVING, IN ANY WAY, A SALE ASSOCIATED WITH THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAW.

Binding Arbitration.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, TORT (INTENTIONAL AND OTHERWISE AND INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND KILFROST, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "Kilfrost") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Kilfrost's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Agreement, this Agreement shall control. The arbitration will be limited solely to the dispute or controversy between customer and Kilfrost. NEITHER CUSTOMER NOR KILFROST SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The place of arbitration will be Broward County, Florida, USA. You and Kilfrost do irrevocably agree and consent to the personal and exclusive jurisdiction and forum as above and are bound by the result of such resolution. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

Miscellaneous Provisions.

Recoupment or Setoff.

You will not recoup or setoff any amount against any portion of an invoiced amount concerning any sum claimed to be due from Kilfrost.

Notices.

Notices relating to these terms and conditions of sale shall be made in writing to Kilfrost at 11555 Heron Bay Boulevard, Pompano Beach, FL, 33076, USA and to you at the address given in your order.

Assignment.

You will not assign any obligation under your order without Kilfrost’s written authority which will not be unreasonably withheld.

Waiver.

The failure of either party to these U.S. Terms and Conditions of Sale to enforce any of the terms and conditions shall not constitute a waiver of, a) that term or condition nor; b) that term or condition in the future nor; c) any other of the terms and conditions of sale.

Severability.

Should any one or more provisions of these terms and conditions of sale be determined to be illegal or unenforceable, all of the other terms and conditions shall remain effective.

Entire Agreement.

These U.S. Terms and Conditions of Sale constitute the entire agreement between Kilfrost and you and supersede all prior negotiations, representations and agreements oral and written, and all other communications between you and Kilfrost relating to an order. These U.S. Terms and Conditions of Sale may only be modified or varied by a writing signed by both you and Kilfrost.

Attorney’s Fees.

In the event Kilfrost enforces any of its rights under these terms and conditions of sale or its rights for payment from you. Kilfrost is entitled to recover its reasonable costs and attorney’s fees incurred, in any way, in connection with such efforts.

Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (applies to all purchases of products that buyer intends to resell to others)

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

These terms and conditions apply to your purchase and resale of Kilfrost products in the United States by the Kilfrost entity named on your invoice ("Kilfrost") or on other documents provided to you by Kilfrost. This Agreement does not apply to you if you are buying for your own end use and the sale is governed by AU.S. Terms and Conditions of Sale B Direct Sales@ which is available at www.kilfrost.com. By accepting delivery of the products, you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are subject to change at any time in Kilfrost's sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify Kilfrost. Products must remain in the boxes in which they were shipped and you must notify us immediately to arrange a product return, for which YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH KILFROST.

Other Documents and Your Purchase Order

This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Kilfrost. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at https://www.kilfrost.com/products or by contacting your sales representative.

Except as provided herein, the provisions in your purchase orders or similar documents are expressly rejected to the extent they change or add to any of the terms and conditions contained herein. Kilfrost=s acknowledgment of your order does not constitute acceptance of your purchase order or similar document.

Reselling

You may resell products to end-users approved by Kilfrost, in Kilfrost's sole discretion. Approval by Kilfrost shall not be deemed from the sale of product to you. You may not resell to end-users outside the country or territory covered by the Kilfrost entity from which you purchased your product, and may not remarket or resell through retail storefronts or auction-type web sites. This Agreement is not exclusive. Kilfrost may market products to any third-party directly or indirectly without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of the products. You determine or set your resale product pricing. Kilfrost reserves the right to restrict or prohibit your participation in certain promotions, and to add, modify, or discontinue pricing, or products. Kilfrost may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of products. You will provide Kilfrost such information and reports as may reasonably be requested by Kilfrost. You may only resell Kilfrost products which contain the Kilfrost applicable limited warranty statement found in the documentation Kilfrost provides with the Kilfrost product.

Trademarks; Copyrights
You may use the "Kilfrost" name and Kilfrost's product names solely for the purpose of accurately identifying the Kilfrost-branded products you market or sell under this Agreement. You agree to change or correct, at your own expense, any material or activity that Kilfrost decides is inaccurate, objectionable or misleading, or a misuse of Kilfrost's name, trademarks, service marks, or Kilfrost's logos or copyrighted works. You may not use the Kilfrost name or Kilfrost's product names for any other purpose. You may not use other Kilfrost trademarks or service marks, or Kilfrost's logos or copyrighted works, at any time. You are prohibited from referring to yourself as an authorized reseller of Kilfrost, implying that you and Kilfrost are legal partners, creating the impression that Kilfrost is affiliated with you or has sponsored, authorized, approved or endorsed your business, or any offer or any marketing, advertising, or promotion thereof in any. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Kilfrost's. You will clearly and prominently identify yourself in all offers and advertising, marketing, and promotional materials relating to this Agreement.

Payment Terms; Orders; Quotes; Interest

Payment terms are within Kilfrost's sole discretion. You agree not to violate the terms of any offer or concession made available by Kilfrost. Kilfrost may invoice or ship parts of an order separately. Kilfrost reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, Kilfrost may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). You agree to pay interest on all past-due sums at the highest rate allowed by law. You hereby grant Kilfrost, and Kilfrost hereby retains, a purchase money security interest and lien on any and all of your rights, title, and interest in products, wherever located, and all replacements or proceeds of the products, until the invoice for the applicable products is paid in full, including any late charges and costs of collection. You consent to Kilfrost''s use of this Agreement, as well as product invoices, as financing statements for protecting this security interest and appoint Kilfrost as your agent for service of process. Unless you and Kilfrost have agreed to a different discount, Kilfrost's standard pricing policy for Kilfrost products applies. Kilfrost is not responsible for pricing, typographical, or other errors in any offer by Kilfrost and reserves the right to cancel any orders resulting from such errors.

Shipping Charges; Title; Risk of Loss; Taxes; Acceptance; No Returns; Insurance.

Shipping dates provided by Kilfrost are estimates only. Shipping and handling costs are additional and will be shown on the invoice(s) or other documentation unless otherwise expressly indicated at the time of sale. Title to product and risk of loss to product passes from Kilfrost to you from Kilfrost's facility or third party facility. Shipping dates are estimates only.

Kilfrosts pricing does not include taxes such as sales, use, value added or the like, duties and other governmental charges. You will pay all such items resulting from customers order. If Kilfrost is required to withhold or collect such items, then Kilfrost will invoice you for such items, however, the ultimate responsibility for such items remains your obligation.

You will inspect the product within 10 days after delivery. You will have accepted the product unless you notify Kilfrost in writing explaining the basis for rejection within that 10 day time period. If the product is properly rejected, Kilfrost has the option to repair or replace the rejected product; if Kilfrost determines that your rejection was improper, you will be responsible for all expenses caused by the improper rejection including shipping, storage and restocking fees.

All sales are final. You may not return products to Kilfrost.

You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. Upon Kilfrost's request, you will provide to Kilfrost a certificate of such insurance (including any new or amended certificates of insurance) and name Kilfrost as an additional insured.

Warranties.

THE LIMITED WARRANTIES APPLICABLE TO KILFROST PRODUCTS CAN BE FOUND IN THE DOCUMENTATION KILFROST PROVIDES WITH KILFROST PRODUCT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN SUCH DOCUMENTATION. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES WRITTEN, EXPRESSED, STATUTORY, IMPLIED OR OTHERWISE. KILFROST MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN KILFROST'S APPLICABLE WARRANTY DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. KILFROST WARRANTIES ARE EFFECTIVE ON PAYMENT IN FULL, AND KILFROST IS NOT OBLIGATED TO HONOR ANY WARRANTY SERVICE UNTIL KILFROST RECEIVES PAYMENT IN FULL. KILFROST EXPRESSLY EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

KILFROST DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, KILFROST WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, KILFROST IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (BOTH INTENTIONAL AND NON-INTENTIONAL) (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OPERATION OF LAW, OR OTHERWISE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO PART OF THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

Additional Remedies & Responsibilities.

KILFROST RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE, MAINTENANCE, OR SUPPORT IT OFFERS IN WHOLE OR IN PART. KILFROST MAY REQUEST CANCELLATION OF THIRD PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE, OR SUPPORT IF KILFROST DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCTS, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL REPRESENTATIONS AND OMISSIONS YOU MAKE OR FAIL TO MAKE TO YOUR CUSTOMERS OR TO THE PUBLIC. YOU WILL INFORM YOUR CUSTOMERS OF KILFROST'S RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT.

Products.

Kilfrost's policy is one of ongoing product update and revision. Kilfrost may revise and discontinue products at any time without notice to you. Kilfrost will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible.

Your Indemnity to Kilfrost.

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Kilfrost, including Kilfrost's officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, from any claim, demand, cause of action, debt, or liability (including reasonable attorneys' or legal fees, expenses, and court costs) that relates to: (a) your modification of or addition to product(s); (b) your breach of this Agreement; (c) your omission, misrepresentation, or negligence; and (d) damage to a third party by the products sold by you to the extent such claim is based on (i) your modification of or addition to the products, misuse or abuse of the products, negligence, or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations, and orders that affect the products; (iii) your omission, misrepresentation, or negligence; or (iv) intentional harm to any person or property caused by you. Indemnified claims, debts, and liabilities include the amount of any discount in price or concession that is made available by Kilfrost to you.

Dispute Resolution.

The parties will attempt to resolve any claim, dispute, or controversy (whether in contract, tort or otherwise) arising out of or relating to this Agreement, Kilfrost's advertising, or any related purchase (a "Dispute") through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. Kilfrost will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Broward County, Florida and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement.

The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction, and the parties agree to jurisdiction and venue in Broward County, Florida, USA. The existence or results of any negotiation, mediation, or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.

Governing Law.

THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND KILFROST arising from or relating to this agreement, its interpretation, or the breach, termination, or validity thereof, the relationships which result from this agreement, Kilfrost's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS-OF-LAWS RULES.

Export.

You acknowledge that the purchased goods sold under this Agreement, and the transaction contemplated by this Agreement, are subject to the customs and export control laws and regulations of the United States ("U.S.") or Canada and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured or received. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. law, the goods shipped pursuant to this Agreement may not be sold, leased, or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of Kilfrost. Kilfrost has not tested products for use in high-risk activities including but not limited to any life sustaining, chemical, or mission critical use. KILFROST WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING BUT NOT LIMITED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT, OR WEAPONS SYSTEMS.

Miscellaneous Provisions.

Recoupment or Setoff.

You will not recoup or setoff any amount against any portion of an invoiced amount concerning any sum claimed to be due from Kilfrost.

Notices.

Notices relating to these terms and conditions of sale shall be made in writing to Kilfrost at 11555 Heron Bay Boulevard, Pompano Beach, FL, 33076, USA and to you at the address given in your order.

Assignment.

You will not assign any obligation under your order without Kilfrost=s written authority which will not be unreasonably withheld.

Waiver.

The failure of either party to these U.S. Terms and Conditions of Sale to enforce any of the terms and conditions shall not constitute a waiver of, a) that term or condition nor; b) that term or condition in the future nor; c) any other of the terms and conditions of sale.

Severability.

Should any one or more provisions of these terms and conditions of sale be determined to be illegal or unenforceable, all of the other terms and conditions shall remain effective.

Entire Agreement.

These U.S. Terms and Conditions of Sale constitute the entire agreement between Kilfrost and you and supersede all prior negotiations, representations and agreements oral and written, and all other communications between you and Kilfrost relating to an order. These U.S. Terms and Conditions of Sale may only be modified or varied by a writing signed by both you and Kilfrost.

Attorneys Fees.

In the event Kilfrost enforces any of its rights under these terms and conditions of sale or its rights for payment from you. Kilfrost is entitled to recover its reasonable costs and attorneys fees incurred, in any way, in connection with such efforts.