KRISS TERMS & CONDITIONS

1. The following terms and conditions apply to all sales, orders, proposals, business dealings, and agreements between KRISS PREMIUM PRODUCTS INC. (“KRISS”) and any customer of KRISS (“CUSTOMER”), including, but not limited to, all KRISS Water Treatment Agreements, Water Treatment Plans, and/or Water Treatment Billing & Services Agreements (the “Agreement”). Each Agreement, upon acceptance by the CUSTOMER, is made solely on the terms and conditions set forth herein, regardless of any additional or conflicting conditions that may be contained in any other form of CUSTOMER, all of which additional or conflicting terms and conditions are hereby rejected by KRISS. No waiver, alteration or modification of the terms and conditions shall be valid unless made in writing and signed by an authorized representative of KRISS. KRISS and CUSTOMER are collectively referred to herein as the “Parties” and individually as a “Party.”
2. Should CUSTOMER become more than thirty (30) days behind in making a payment, KRISS may stop all work under the Agreement, or terminate the Agreement, with five (5) days written notice to CUSTOMER.
3. The Agreement may be terminated: 1) by either party upon written notice of the party’s intention to terminate at the end of the current term. To be effective, the written notice of intention to terminate must be delivered to the other party at least thirty (30) days prior to the expiration date of the initial term or any extended term, and not more than sixty (60) days prior to the expiration date of the initial term or any extended term; 2) by KRISS upon five (5) days prior written notice to CUSTOMER, if CUSTOMER is more than thirty (30) days late in making a payment and CUSTOMER fails to cure within five (5) days after KRISS has sent written notice of the default; 3) by KRISS upon five (5) days prior written notice in the event that any additions, alterations, repairs, or adjustments are made to the system or equipment at the Premises without the prior written approval of KRISS, or if there is a change in water usage, material costs, labor, or other increases; 4) by either party, in the event that the other party commits any other material breach of the Agreement and such breach remains uncured after ten (10) business days following written notice of the breach. If the Agreement is terminated for any reason other than a material breach by KRISS, CUSTOMER shall pay, in addition to all sums currently due and owing, the entire remaining balance for the current term of the Agreement.
4. The Agreement price is subject to adjustment by KRISS for changes in water usage, material costs, labor, or other increases. CUSTOMER shall receive thirty (30) days prior notice of any such adjustment.
5. Unless CUSTOMER provides sufficient proof of tax exemption to satisfy KRISS, CUSTOMER shall pay KRISS, in addition to all amounts due pursuant to the Agreement, the amount of all excise, sales, use, privilege, occupation, or other taxes imposed by the United States government or any state, county, local, or national government, which KRISS is required to pay in connection with the Services to be Provided.
6. If any costs, fees, or expenses arise from, or are incurred in anticipation of, any federal, state, county, local, or administrative law, rule, regulation, or ordinance, that affects the water treatment chemicals used, in connection with the Services to be Provided, those costs, fees, or expenses shall be born solely by CUSTOMER.
7. The prices included in connection with the Agreement are predicated on all work being performed during regular working hours of regular working days unless otherwise specified. If Customer requests that work be performed other than during regular working hours of regular working days, Customer agrees to pay KRISS any additional charges arising from such additional work including, but not limited to, premium pay, special freight, or other fees or costs.
8. CUSTOMER shall be responsible for all costs, expenses, damages, fines, penalties, claims and liabilities associated with or incurred in connection with any hazardous materials or substances including, but not limited to, asbestos, in existence on, in, or about, CUSTOMER’S property or equipment, or the Premises. Ownership, liability, and legal responsibility, for any and all such hazardous materials or substances shall at all times remain with CUSTOMER and CUSTOMER shall be responsible for the removal, handling, and disposal of all hazardous materials and substances.
9. CUSTOMER shall defend, hold harmless, indemnify, and reimburse KRISS and its officers, directors, agents, employees, and representatives from and against any and all third party claims, demands, damages, costs, losses, expenses, liabilities, actions, suits, judgments, fines, and penalties, including attorney fees and court costs, to the extent they arise or result from CUSTOMER’S failure to comply with the terms of the Agreement or from any condition or defect on CUSTOMER’S property or the Premises.
10. CUSTOMER agrees to immediately inform KRISS of any changes in the condition of CUSTOMER’S operations or equipment that could affect the quality or quantity of water used in CUSTOMER’S system, including, but not limited to, increased water usage or water leakage. CUSTOMER agrees to ensure that sufficient service access space is provided to allow KRISS personnel to perform their water treatment duties. KRISS is not responsible for, and shall not be held liable for, any failure or damage to any property or equipment caused by power interruptions or other system or equipment deficiencies, or other causes beyond the control of KRISS. KRISS is not responsible for, and shall not be held liable for, the design of the system, obsolescence, power failures, low water pressure, vandalism, misuse or abuse of the system by non-KRISS individuals, or the failure of CUSTOMER to properly operate the system.
11. CUSTOMER agrees that any services provided by KRISS that are not included as part of the Water Treatment Program will be billed on a time and material basis and paid by CUSTOMER within thirty (30) days of invoicing. In the event that KRISS makes any service calls, repairs, replacements, and/or emergency calls occasioned by the improper operation of CUSTOMER’S equipment or beyond those included as part of the Water Treatment Program, CUSTOMER shall pay KRISS for the charges incurred in making such service calls, repairs, replacements, and/or emergency calls in accordance with KRISS’S current rates at the time for performing such services.
12. KRISS shall not in any event be liable for failure to perform or for delay in performance due to fire, flood, act of God, riot, war, embargo, pandemic, fuel or energy shortage, strike or other labor difficulty, transportation delays, supply chain delays, inability to obtain necessary labor, materials, chemicals, or equipment from usual sources, act of any Governmental Authority or of CUSTOMER, or due to any cause beyond KRISS’S reasonable control. In the event of delay in performance due to any such cause, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. If the materials, chemicals, or equipment included in the Agreement become temporarily or permanently unavailable for reasons beyond the control of KRISS, KRISS shall be excused from furnishing said materials, chemicals, or equipment and be reimbursed for the difference between the cost of materials, chemicals, or equipment unavailable and the cost of an available reasonable substitute.
13. KRISS shall not in any event be liable to the CUSTOMER or to third parties for any incidental, consequential, indirect, punitive, or special damages, including, but not limited to, loss of production, loss of use or loss of profits or revenue arising from any cause whatsoever including, but not limited to, any delay, act, error or omission of KRISS. In no event will KRISS’S liability for any damages to CUSTOMER, whether in contract or in tort, exceed the payment amount received by KRISS from CUSTOMER under the Agreement.
14. The effectiveness of the water treatment program set forth in the Agreement depends on CUSTOMER diligently fulfilling CUSTOMER’S responsibilities, adhering to the water treatment program, and on the proper operation of the equipment involved. KRISS will not be responsible or liable for any water treatment failure that was caused, in whole or in part, by CUSTOMER not performing its portion of the water treatment program, or by any improper operation of the equipment involved. KRISS will not be responsible or liable for any water treatment failure that was caused, in whole or in part, by CUSTOMER’s failure to follow recommendations made by KRISS personnel. CUSTOMER agrees not to hold KRISS responsible or liable for any hidden or latent on-going damage to the equipment or systems caused by the work or water treatment of anyone who provided water treatment or services prior to the commencement of the Agreement. CUSTOMER agrees not to hold KRISS responsible or liable for any damage to the equipment or systems caused by the work or water treatment of anyone after the conclusion of the Agreement. CUSTOMER agrees not to hold KRISS responsible or liable for any damage to the equipment or systems as a result of third parties or CUSTOMER performing any work that impacts the water treatment program or CUSTOMER’S system.
15. CUSTOMER agrees to follow all recommendations of the manufacturers of any equipment or chemicals provided by KRISS as part of the Agreement. CUSTOMER agrees to comply with all applicable safety directives for any equipment or chemicals provided by KRISS as part of the Agreement. KRISS will not be responsible or liable for any damages or harm caused by CUSTOMER’S failure to comply with any manufacturer’s recommendations or safety directives.
16. KRISS specifically disclaims all warranties, either express or implied, including those of non-infringement, merchantability, or fitness for particular purpose. The equipment and chemicals provided by KRISS are provided to CUSTOMER “as is, with all faults” and without warranty of any kind whatsoever, either express or implied. It is possible that the manufacturers of the equipment or chemicals provided by KRISS may offer a warranty on their products, but KRISS provides no warranties on those products. In the event that KRISS does elect to provide a warranty on its service work, that warranty is limited to cover only the service work provided directly by KRISS and does not extend to any equipment or to any equipment or service work which has been performed or repaired by others, or to service work on equipment that has been altered, abused, misused, or not properly maintained.
17. KRISS shall bill CUSTOMER via invoice for amounts due. CUSTOMER shall pay KRISS the charges and fees for service as set forth in the Agreement. CUSTOMER shall pay the amount of each invoice on or before the due date listed in the invoice. If no due date is specified in the invoice then CUSTOMER’S payment is due immediately and the due date shall be the date invoiced. If CUSTOMER does not make full payment of all invoiced amounts within thirty (30) days of the due date, CUSTOMER shall pay a finance charge of one and one half percent (1.5%) per month of the unpaid balance or the maximum charge allowed by law, whichever is smaller. This finance charge will continue to be assessed each month on the unpaid balance of each invoice until the invoice is paid in full. If CUSTOMER submits a payment that is dishonored or rejected for insufficient funds, CUSTOMER agrees to pay, for each such dishonored or rejected payment, a fee of thirty dollars ($30.00) or the maximum amount allowed by law, whichever is smaller. If CUSTOMER has an unpaid balance, KRISS may apply incoming payments to the unpaid balance or to the most recent invoice amount, at the discretion of KRISS. CUSTOMER agrees to pay all costs of collection incurred by KRISS including, but not limited to, collection fees, court costs, expenses, and attorney fees. ALL CREDIT CARD PAYMENTS ARE SUBJECT TO A SURCHARGE OF 2.5% OF THE PAYMENT AMOUNT, OR THE MAXIMUM AMOUNT ALLOWED BY LAW, WHICHEVER IS SMALLER.
18. Any notice required or permitted to be given by any party upon the other is given in accordance with these Terms and Conditions if it is mailed by US Registered or Certified Mail, return-receipt requested; or if deposited cost pre-paid with a nationally recognized, reputable overnight carrier, properly addressed to the address as set forth above.
19. The Agreement shall be governed and construed under the laws of Minnesota, without reference or regard to its principles of conflict of law. Should any clause or term of the Agreement be deemed invalid, illegal, or unenforceable, the remaining terms shall continue in full force and effect. Contracts between the parties may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures submitted electronically or via facsimile shall be considered originals.
20. The Agreement together with the KRISS Terms and Conditions and any exhibits and related written agreements specifically referred to therein represents the only agreement amongst the Parties concerning the subject matter thereof and supersedes any prior agreements whether written or oral relating hereto. CUSTOMER is not allowed to assign its rights or obligations under the Agreement to any other party without prior written authorization from KRISS. The Agreement shall not be modified except upon written agreement executed by the Parties hereto.