Terms and Conditions


Failure to comply with our shipping instructions will result in freight being charged back to the supplier.  If compliance cannot be met suppliers must get approval from FSP purchasing department before shipping.  Contact lward@fsptbm.com or mhinkle@fsptbm.com   for additional information or questions.


For small parcel shipment use FED EX ground – bill recipient where applicable.  Account numbers can be found on the hard copy of the purchase order.


8506 Herrington   Ct

Pevely, MO 63670


809 S. Main St.

Fredericktown, MO 63645


1750 Commercial Dr.

Walford, IA 52351

Special instructions:

If shipment is considered OVERSIZE for ground shipping, please ship via Priority Logistic.  Their information is below under LTL shipments.

FED EX: OVER-SIZED is any package that measuring 108″ or more in length, measuring 165″ or more in length plus girth and/or weighing more than 150 lbs.

UPS: OVER-SIZED is any package whose length plus girth [(2 x width) + (2 x height)] combined exceeds 130 inches, but does not exceed the maximum UPS size of 165″.

*** Shipments subject to oversized shipping charges will be billed back to the supplier.

LTL shipping instructions to all FSP Locations:

*Under 7 skids contact Devan Matthews at Priority Logistics 913-754-2065 or Email: devan.mathews@priority-logistics.com

3rd Party Bill: Filtration Systems Products

C/O Priority Logistic

PO Box 25157

Overland Park, KS 66225-5157

Full truckload shipments to all FSP Locations:

Over 7 skids contact Jason Jones at MGI Freight Solutions 636-532-4501, ext. 1122 or E-mail jjones@mgifreight.com

Contact MGI Dispatch 1 week prior to shipping for pick up

**Detention time assessed may be billable to Supplier if appointment time is not met**





The company (hereinafter “Buyer”) agrees to purchase from Seller (as identified on the front of this Purchase Order) the stated goods according to the stated price and delivery terms and subject also to the following terms and conditions.  These Terms and Conditions are applicable to all purchase orders submitted by Buyer from date of receipt of these terms until further notified.


  1. ACCEPTANCE.  Unless otherwise provided herein, the written acceptance by Seller of this Purchase Order or the commencement of any work or the performance of any services hereunder by Seller (Including the commencement of any work or the performance of any services with respect to samples) shall constitute acceptance by Seller of this Purchase Order and of all its terms and conditions.  No order is valid or binding upon Buyer unless so accepted by Seller.  This Purchase Order expressly limits acceptance to the terms stated herein and any additional or different terms proposed by Seller are rejected unless expressly presented in a writing signed by a duly authorized officer or representative of Buyer.
    • Shipping Release. Unless specific shipping instructions are provided in this Purchase Order, Seller shall not ship any of the goods covered by this Purchase Order, expect to the extent authorized in written instructions furnished to Seller by buyer.  Buyer shall have no responsibility for goods for which such written instructions have not been issued.  Shipments in excess of those authorized may be returned to Seller, and Seller shall pay Buyer for all packing, handling, sorting and transportation expenses incurred in connection with such shipments.  Buyer may, from time to time, issue written instructions changing shipping schedules specified in this Purchase Order or direct temporary suspension of scheduled deliveries.
    • Packing, Marking and Shipping.  All goods shall be properly packed, marked and shipped at the lowest transportation rates in accordance with Buyer’s Instructions and the requirement of the common carrier transporting goods referenced in this Purchase Order.  Seller shall reimburse Buyer for all expenses incurred by Buyer as a result or improper packing marking or routing.  Any transportation charges paid by Seller, with respect to which Seller is entitled to reimbursement, shall be added to Seller’s invoice as a separate item and the receipted freight bill shall be attached thereto.  Unless otherwise provided in this Purchase Order, no charge shall be made by Seller for container, crating, boxing, bundling, dunnage, drayage or storage.
    • Packing Slips, Bills of Lading and Invoices. Each packing slip, Bill of Lading and Invoice shall bear the applicable purchase order number, Buyer part number and the location to which goods are to be shipped.  A numbered Master Packing Slip shall accompany each shipment.  Unless otherwise provided in this Purchase Order, invoices shall be submitted as directed on the applicable shipping release issued by Buyer.
    • Alternative Shipping. If, because of failure of Seller to meet the shipping or delivery requirements of this Purchase Order, Buyer finds it necessary to require shipment of any of the goods covered by this Purchase Order by a method of transportation more costly than the method originally specified by Buyer, Seller shall reimburse Buyer the extra costs of transportation.
  1. PRICE. Buyer shall not be billed at prices higher than the stated herein unless authorized in writing by Buyer.  Seller represents that the prices charged for the goods covered by this Purchase Order are the lowest prices charged by Seller and that such prices comply with all applicable laws and government regulations in effect at time of quotation, sale and delivery.  Seller agrees to notify Buyer of any reduction media in the price of goods covered by this Purchase Order subsequent to the date hereof and prior to delivery and agrees that any such reduction will be applicable to the goods covered by this Purchase Order. Seller must notify Buyer, in writing, of price increase 60 days prior to increase effective date.
  2. WARRANTY.  Seller warrants that the goods covered by this Purchase Order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer, and will be fit and sufficient for the purpose intended, merchantable of goods covered by this Purchase Order originate with Seller.  Seller warrants that the goods will conform to said specifications and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect.  In case any goods do not conform to all express or implied warranties, Buyer shall have the right to reject or to retain and correct such goods at Seller’s expense.  Rejected goods will be returned to Seller at Seller’s risk for credit, and Seller shall pay Buyer for all packing, handling, sorting and transportation expenses incurred in connections with the rejection of the goods supplied.
  4. INSPECTION.  All good purchased are subject to quality inspection and FSP is exempted from its obligation of immediate verification. Supplier shall remain liable for the defects in the goods not discovered in FSP’s verification or which are only revealed when goods are used. If delivered goods are found to be defective, FSP is entitled to require the goods be replaced, or to require a reduction in purchase price, or to terminate immediately, fully or partly, the concerned order. FSP may also require complete credit on invoices paid and shipping charges it incurs on defective goods.
  5. PATENTS.  Seller warrants that the goods specified herein and their sale or use, along or in combination, will not infringe any United States or foreign patents.  Seller agrees to indemnify and hold harmless Buyer’s officers, agents, servants and employees and anyone selling or using any of the goods delivered by Seller to Buyer pursuant to this Purchase Order against all judgments, decrees, costs and expenses resulting from any alleged infringement, and Seller shall, upon request of Buyer, and at Seller’s own expense, defend or assist in the defense of any action which may be brought against Buyer or those selling or using the goods delivered by Seller to Buyer pursuant to this Purchase order by reason of any such alleged infringement.
  6. PRODUCT CHANGE.  Seller must notify Buyer of any changes made to a product by specification sheets and drawings, and must be approved by the Buyer. In the case of no notification by the Seller, the Buyer has the right to refuse or return the products upon inspection, whether it is upon receipt or first use.
  7. PAYMENT.  Invoice will be addressed by Supplier to FSP’s accounting department at the address of which is indicated on the purchase order. Payment will be made in 60 days from the receipt of the invoice, if purchased items have been received when invoice arrives. If invoice arrives before actual purchased items have been received, then payment will be made 60 days from that receipt. Any other method of payment that has been agreed upon between FSP and it’s supplier shall be mentioned on the purchase order and on the invoice related thereto. All payment terms must be agreed upon before purchase orders are submitted and accepted. If agreement has not been made, all terms on purchase order are deemed acceptable and binding by the Supplier.
  8. TRANSPORTATION. Unless otherwise stipulated on the face of this Order or as modified by routing letter from Buyer’s Purchasing Agent, goods covered by this Order shall be shipped “FOB destination”.  Risk of loss and title to said goods to pass to Buyer only upon delivery to Buyer’s specified end destination.  Delivery in advance of the specified Buyer’s shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point.  No charges for unauthorized transportation will be allowed.  Any unauthorized shipment, including unauthorized freight carrier, which will result in excess transportation charges, must be fully prepaid by the Seller.
    • Time is of the essence in this Purchase Order. Buyer relies on timely delivery of goods marketed by Seller and covered by this Purchase Order.  Buyer needs the goods for the timely performance of its duties and obligation. If Seller cannot meet required delivery date stated in the Purchase Order, Buyer must be notified immediately. Seller accepts the obligation to make timely delivery or risk liability for all consequential damages for delay in delivery which are not waived or disclaimed.  If delivery of conforming goods is not completed by the time(s) promised, Buyer reserves the right. In addition to its other rights and remedies, to cancel this order, to reject such goods in whole or in part on notice to Seller, and/or to purchase substitute goods elsewhere and charge Seller with any loss incurred.  Any provisions wherein for delivery of goods by installments shall not be conjured as making the obligations of Seller severable.  Seller agrees that all writings purporting to waive or disclaim consequential damages are not applicable to this Purchase Order or any other purchase order entered by the parties.
    • Neither Buyer nor Seller shall be liable for a failure to perform hereunder arising from acts of God or force majeure.
    • In the event of failure by Seller to perform hereunder arising from a cause or event failing within subparagraph (b) of this Paragraph, Buyer shall be entitled to obtain goods covered by this Purchase Order elsewhere for the duration of such failure and to reduce, pro tonic, and without any obligation to Buyer, the quantity or amount of goods ordered from Seller under this purchase Order.
  1. CONSIGNED PROPERTY. Unless otherwise provided in this Purchase Order or in any other agreement between Buyer and Seller, all supplies, materials, facilities, tools, dies, fixtures, patterns and equipment furnished to Seller by Buyer to perform this Purchase Order shall remain the property of Buyer, and Seller shall bear the risk of loss of and damage of such property, normal wear and tear accepted.  Such property shall at all times be properly housed and maintained by Seller, shall be deemed to the personality shall be marked “Property of (Proper name of Company here)”, by Seller, shall not be commingled with the property of Seller or with that of a third person; shall not be moved from Seller’s premises without Buyer’s prior written approval; and shall upon request of Buyer be immediately delivered to Buyer, properly packed and marked in accordance with the requirements of the carrier selected by Buyer, in which event Buyer shall pay to Seller cost of delivering the property to Buyer’s designated location.  Buyer shall have the right to enter onto Seller’s premises at all reasonable times to inspect such property and seller’s records with respect therefore.  All drawings, information or date furnished by Buyer shall remain Buyer’s exclusive property and shall be used by Seller only for buyer’s work, and shall re returned promptly at Buyer’s request.
  2. FAIR LABOR STANDARDS ACT. Seller guarantees that it will comply with the requirements of the Fair Labor Standards Act of 1938, as amended, in producing the goods to be furnished hereunder.  All invoices shall contain the following assurance:  “Seller represents that it has complied with the Fair Labor Standards Act of 1938, as amended, in producing the goods covered by the invoice.”
    • Buyer may, at any time, by written change order, make changes in (1) the drawings, designs, and/or specifications applicable to the goods covered by this Purchase Order, (2) the method of shipment and packing of the goods covered by this Purchase Order, and/or (3) the place of delivery of the goods covered by this Purchase Order.
    • If any such changes effect the time for per performance, the cost of manufacturing such goods, or the cost of furnishing such goods. Buyer shall make an equitable adjustment in the purchase price or the delivery schedule, or both.
    • Seller shall not make any changes/substitutions in the design or composition of any goods order hereunder without the prior written approval of Buyer.

  1. TERMINATION.  This Purchase Order may be terminated by Buyer at its option.  In whole or in part, at any time, by written notice to Seller or oral notice confirmed in writing.
  2. MODIFICATION OF PURCHASE ORDER AND NON-ASSIGNMENT. This Purchase Order, together with any written instructions issued by Buyer here under, contains the complete and final agreement between Buyer and Seller, and no agreement or other understanding in any way purporting to modify the terms and conditions thereof shall be binding upon Buyer unless made in writing and signed by Buyer’s authorized representative.  Seller may assign moneys due and to be come due under this Purchase Order; provided, however, that Buyer shall be entitled to assert against the assignee thereof all rights, claims, and defenses of every type, including without limitation, rights of retail, recumbent, and counterclaim, which buyer could assert against Seller whether acquired prior or subsequent to such assignment.
  3. INTELLECTUAL PROPERTY DEFENSE AND INDEMNIFICATION. Seller shall defend, indemnify at its expense, and hold Buyer harmless from all judgments, damages, costs, attorney’s fees and other expenses incurred in connection with any allegation or suit brought against Buyer for infringement of any United States or foreign patent, trademark, copyright, trade dress, wrongful use of any trade secrets or violation of any other intellectual property right of another party in respect to any goods manufactured by Seller in accordance with designs or processes of Seller, provided Buyer shall give to Seller written notice within a reasonable time of the institution of such suit, and shall permit Seller, through its counsel, to defend the same, and gives all needed information assistance and authority and enable Seller to do so.  In addition to its obligation to defend, indemnify and hold harmless, it the good in suit is held to infringe and its use thereof is enjoined, Seller, at is option, may:  (a) obtain for the Buyer the right to continue using the good, or (b) replace the infringing good with a non-infringing good which provides Buyer with all the same attributes and features of the infringing good, or (c) modify the infringing good so that it is non-infringing, or (d) remove the infringing good and refund the purchase price for all infringing goods not resold by Buyer.
  4. CHOICE OF LAW. This Sales Order shall be governed and construed in accordance with the laws of the State of Missouri, including the Uniform Commercial Code as in effect on the date hereof, without giving effect to the choice of law principles thereof; provided, however, that Seller shall be entitled to the benefits of any revisions in the Uniform Commercial Code hereafter which increase the right.
  5. FORUM.  The parties hereto agree to submit to the jurisdiction of the courts of the State of Missouri and the Federal courts located in the State of Missouri in connection with any case, controversy, or dispute arising out of or in any way related to this order.
  6. INDEMNIFICATION.  Seller shall indemnify and hold harmless buyer from any and all claims, losses, expenses, including attorney’s fees arising from Buyer’s use or rebate of the goods delivered by Seller to Buyer in accordance with the terms of this Purchase Order where such claims, losses, litigation, judgments, or awards against Buyer arise from any deficiency or defect in the goods covered by this Purchase order.  Including any alleged breach of contract, warranty, negligence or other conduct of Seller.
  7. The Right of Access by the organization, their customer, and regulatory authorities to all facilities involved in the order and to all applicable records.
  8. All requirements stated above and on any purchase order by Filtration Systems Products (FSP) must be passed to any direct or sub-tier suppliers to ensure that all requirements either stated or implied are met.
  9. Any documented information provided by FSP or created by the provider for FSP, must be controlled and retained for a minimum of three years or product life cycle.