Terms and Conditions of Sale

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These Terms and Conditions of Sale (these "Terms") apply to the promotion, purchase and sale of products and services in our stores or through www.fleetpride.com (the "Website"). By placing an order for products or services or registering online for a FleetPride account, you (the party who submits an order or register for the account) affirm that you are of legal age to enter into this agreement with FleetPride, Inc. (referred to as “FleetPride,” “us,” “we,” or “our” as the context may require), you accept and are bound by these Terms, and if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms. You may not order or obtain products or services from us if you (a) do not agree to these terms, (b) are not of legal age to enter into this agreement, or (c) if ordering through this Website, are prohibited from accessing or using this Website or any of this Website’s contents, goods or services by applicable law.

These Terms are subject to change without prior written notice at any time, in our sole discretion. You should review these Terms prior to each purchase of any product or services that are available in our stores or through this Website, and your continued use of this Website and/or purchase of our products or services will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Website. You should also carefully review our Privacy Policy before placing an order for products or services through this Website (see Section 9).

Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders, in whole or in part, at our sole discretion, even when we send you a confirmation email with your order number and details of the items you have ordered.

Prices and Payment Terms.

(a) Prices posted on this Website may be different than prices offered by us in one or more of our stores, and we do not provide a price match or low price guarantee when you make a purchase from our Website. All prices, discounts, and promotions are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your invoice and/or order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your invoice, shopping cart and/or order confirmation email, as applicable. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) We may offer from time to time promotions that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

(c) Terms of payment are within our sole discretion and, unless we have extended you credit or otherwise agreed in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit account information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit account for the purchase, (iii) charges incurred by you will be honored by your credit account company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted at the time of your order.

(d) All orders made using a FleetPride credit line are subject to the approval of our Credit Department and due within the payment terms approved by our Credit Department. We may, at our option, impose finance, service and/or late charges on any past due invoice in an amount not greater than allowed by law and, if you fail to pay according to these Terms or the terms of your credit line, you shall be liable to us for reasonable attorney’s fees and related costs of collection. If we become insecure with your ability to pay any invoice using a FleetPride credit line, we reserve the right to either withhold shipments, or impose or revise your credit limits and/or payment terms.

Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the products to you when you place an order through the Website. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are costs we incur in the processing, handling, packing, shipping, and delivery of your order.

(b) Title and risk of loss pass to you upon delivery to your specified delivery location, if shipped by us, or to you or your agent, if delivery or pick-up is arranged by you. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. You agree to accept partial or pro rata deliveries as full performance in the event that we are unable to fulfill an entire order.

Returns and Refunds. For our Return Policy, go to RETURN POLICY.

Warranty Statement and Disclaimers. For our Parts / Service Limited Warranty Statement, go to WARRANTY STATEMENT .

Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT YOU PAID US FOR THE PRODUCTS OR SERVICES THAT GIVE RISE TO YOUR CLAIM.

Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services or use of the Website.

Confidential Information. All non-public, confidential or proprietary information of ours, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by us to you, 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 us in writing. Upon our request, you shall promptly return all documents and other materials received from us. We will 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 you at the time of disclosure; or (c) rightfully obtained by you on a non-confidential basis from a third party.

Indemnification. To the maximum extent allowed by law, you must release, defend, indemnify, and hold harmless us and our employees, officers, directors and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) resulting or arising from or relating to your: (a) use or attempted use of the Website or its content; (b) violation of these Terms; (c) infringement or violation of any rights of another person or entity; or (d) violation of applicable law.

Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Texas, in each case located in the County of Dallas, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of FleetPride.

No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to an email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to legal@fleetpride.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to FleetPride, Inc., 600 Las Colinas Blvd., Suite 400, Irving, Texas 75039, Attn: Legal Department. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

Entire Agreement. Except as otherwise agreed in writing and signed by a duly authorized representative of FleetPride, your order confirmation or invoice, these Terms, our Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. These Terms prevail over any of your general terms and conditions of purchase, regardless whether or when you submitted a purchase order or such terms. Fulfillment of your order does not constitute acceptance of any of additional terms and conditions and does not serve to modify or amend these Terms.

CUSTOMER ECASH REWARDS PROGRAM TERMS, CONDITIONS AND EXCLUSIONS

Updated: June 27, 2025

Participation is at all times subject to the following terms, conditions and exclusions and any other terms, conditions or exclusions that FleetPride may issue from time to time, with or without notice, to govern the Customer eCash Rewards Program (the “eCash Rewards Program”).

eCash Rewards.

eCash Rewards are calculated as three percent (3.0%) of Eligible Purchases (defined below) and will only be earned if Eligible Purchases total $2,500 or more during the applicable calendar quarter (the “eCash Reward”).

Bonus Buys.

From time to time, FleetPride may designate certain products as eligible for bonus buy savings (“Bonus Buys”). These offers are limited in time and valid only during the period defined by FleetPride. Bonus Buy rewards are calculated as the Bonus Buy savings amount listed in the offer of any Bonus Buy Eligible Purchases (the “Bonus Buy Reward”). Eligibility to earn and receive the Bonus Buy Reward is contingent upon customer (i) satisfying all eCash Rewards Program eligibility and enrollment criteria and (ii) otherwise earning an eCash Reward in the quarter in which customer makes the Bonus Buy purchase(s).

Purchases.

Only eligible online purchases made during the applicable calendar quarter using your FleetPride.com log in (“Eligible Purchases”) will be included in the calculation of purchases for purposes of the eCash Reward.

The following are excluded from the definition of Eligible Purchases:

1. Filter purchases (with the exception of OTR branded filters);

2. Non-addressable charges, including, without limitation, labor charges, deposits and taxes (including, without limitation, sales tax and shipping taxes), freight, miscellaneous charges and fees;

3. Returns for which a refund is made;

4. Purchases (a) not recorded by FleetPride through FleetPride.com or (b) made on or through websites not hosted by FleetPride; and

5. Certain other categories of products as determined in FleetPride’s sole and absolute discretion.

Eligibility and Enrollment.

Eligibility limited to customers with a valid FleetPride.com log in who opt-in to the eCash Rewards Program and thereby accept these terms, conditions and exclusions (an “Eligible Customer”).

The following are excluded from the definition of Eligible Customer:

1. National and regional accounts, including customers that participate in FleetPride’s specific account programs;

2. Wholesalers and resellers (including PDC customers), Original Equipment Dealers (OEDs) and Original Equipment Manufacturers (OEMs); and

3. Governmental agencies, including federal, state, or local government agencies.

Registration for the eCash Rewards Program is required to participate and must be completed during or prior to the applicable calendar quarter in which the purchases are made.

Entitlement to rebate is contingent upon timely payment of all invoices issued by FleetPride during the applicable calendar quarter. Account must be current as of the end of the calendar quarter at the time of the issuance of any rebate or the rebate may be withheld or deemed forfeited in FleetPride’s sole and absolute discretion.

eCash / Bonus Buy Rewards – Account Credits.

To the extent earned, eCash Rewards and Bonus Buy Rewards (“Rewards”) will be issued in the form of an account credit within twenty-one (21) days following the end of the applicable calendar quarter to the FleetPride.com account. Regulatory restrictions on Rewards subject to change at any time. Rewards will not be earned or issued where prohibited by law or regulation. Rewards will be valid until the end of the calendar quarter in which they are issued and at such time shall expire.

To the extent not previously paid or issued, any Rewards earned prior to October 1, 2025 will be issued as an account credit and will be valid until December 31, 2025 and at such time shall expire.

Parent / Child Accounts.

For customers having a parent (i.e., main or primary) account as well as one or more child (i.e., sub-) accounts, calculations of Eligible Purchases and the determination of whether a Reward has been earned, as well as issuance of any Reward account credits and use of same, shall be conducted at the specific account level and may not be commingled or aggregated with related accounts (i.e., parent, child or sibling accounts).

REWARD ERRORS, OVERPAYMENTS, AND PROGRAM MISUSE.

FleetPride reserves the right to correct any errors in the calculation, issuance, or redemption of Rewards, including reversing or adjusting Rewards issued in error or in excess of what was properly earned. Rewards issued under the eCash Rewards Program may be offset against payments owed under any other FleetPride-sponsored rebate or incentive program (“Other FleetPride Program(s)”) if the same purchases apply to both programs. Double-dipping across programs is strictly prohibited, and any duplicative or unearned payments must be promptly refunded upon notice. FleetPride may suspend or terminate participation, offset overpaid amounts, or pursue legal action in the event of misuse, including knowingly retaining unearned Rewards. By participating, you agree to cooperate in resolving such issues and to return any improperly issued amounts.

By enrolling in the eCash Rewards Program, you expressly acknowledge and agree to these terms, conditions, and exclusions and, if acting in a representative capacity on behalf of an entity, represent that you have the authority and are operating withing the scope of such authority to 1) contract for and bind such entity in regard to the eCash Rewards Program, and 2) modify the terms of such Other FleetPride Program(s) (to include, without limitation method and timing of payment) on behalf of such entity. FleetPride reserves the right in its sole and absolute discretion and without prior notice to discontinue or change the eCash Rewards Program at any time, or to discontinue or cancel a customer’s participation.

TERMS AND CONDITIONS OF USE (PROMOTION CODES)

Participation in the promotion constitutes participant’s full and unconditional agreement to and acceptance of these Terms & Conditions and the decisions of FleetPride, which are final and binding. Failure to comply with these Terms & Conditions renders participant ineligible to use the promotion code.

Each participant is entitled to a single one-time use of the promotion code, special offer or discount per account/parent account. National and regional accounts, including customers that participate in FleetPride's specific account programs, are excluded from promotion code eligibility unless otherwise noted. Promotion codes are nontransferable and are not redeemable for cash. Promotion codes cannot be combined with any other coupons or any other offer or discounts or promotions offered in connection with FleetPride.com.

Purchases must be made online on the FleetPride.com website using approved account billing or Visa, MasterCard, Discover or American Express.

To use the promotion code, participant must enter the promotion code into the promotional box in the checkout field of FleetPride.com. The relevant discount will be automatically deducted from the final price of a qualifying purchase. Failure to enter the promotion code at the time of purchase as specified results in forfeiture of participant’s right to apply the promotion code to the purchase. Discounts may not be claimed after confirmation of a participant’s purchase on the FleetPride.com website.

Each promotion code is valid for a limited time only and expires on the date specified in the email sent or legal terms and conditions to the participant by FleetPride.com. Further, the promotion code is not necessarily valid for all periods of the year. There may be blackout periods, depending upon, by example, the season, for which the promotion code may not be usable. FleetPride retains absolute discretion to determine such periods and may do so without notice to participant.

Promotion codes cannot be replaced if emails are lost or deleted by the participant.

A promotion code cannot be applied to checkouts previously placed with FleetPride.com.

If a promotion code is used and an entire checkout (in accordance with the cancellation policy) is cancelled at a later stage, the promotion code will no longer be valid. Any return purchase will reduce participant’s savings proportionately.

The costs of shipping or delivery, or taxes are not counted toward any minimum purchase required, and the discount associated with the promotion code cannot be applied to such items. Not valid for wholesales, special offers (including clearance), final sale or resale purchases; No discounts or other offers can be applied to payment of membership program fees or installation services. Filters and filter accessories are not eligible for application of any promotion code. Certain other categories of products as determined in FleetPride’s sole and absolute discretion may be excluded.

FleetPride shall not be liable for any loss, damage or injury suffered or sustained (even if caused by negligence) as a result of accepting and/or using the promotion code, except for any liability which cannot be excluded by law. Participant agrees to hold harmless FleetPride and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers and directors from any liability, illness, injury, death, loss, litigation, claim or damage that may occur, directly or indirectly, whether caused by negligence or not, such participant’s participation in this promotion.

FleetPride accepts no responsibility for late, lost or misdirected email or other communications. FleetPride assumes no responsibility for any failure to receive a claim or for inaccurate information or for any loss, damage or injury as a result of technical or telecommunications problems, including security breaches. If such problems arise, then FleetPride may modify, cancel, terminate or suspend the promotion code.

The promotion is open to individuals who are residents of the United States and 18 years of age or older. The promotion is subject to all federal, state and local laws and regulations and shall be governed by Texas law. Void where prohibited or restricted by law.

FleetPride reserves the right in its sole and absolute discretion and without prior notice to discontinue or change the promotion code at any time, or to discontinue or cancel a customer’s participation.