Terms and Conditions of Sale

All of ITW Air Management's price lists, quotations, order confirmations and acknowledgments, and sales invoices relating to the sale of "Paxton Products" or "Vortec" products or for the rendering of services by ITW Air Management to the buyer ("Customer") are subject to the following terms and conditions:

Acceptance of Terms. ITW Air Management's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth in these "Terms and Conditions of Sale". Customer's assent to these terms and conditions shall be presumed from customer's receipt of ITW Air Management's "Terms and Conditions of Sale" or from customer's acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon ITW Air Management unless agreed to by ITW Air Management in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in ITW Air Management's "Terms and Conditions of Sale", ITW Air Management's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by ITW Air Management of any of the terms and conditions contained in ITW Air Management's "Terms and Conditions of Sale". Any additional inconsistent or different "Terms and Conditions of Sale" or Conditions of Purchase of Buyer contained in Buyer's purchase order or other document submitted to ITW Air Management at any time, whether before or after the date hereof, are hereby expressly rejected by ITW Air Management.

Payment Terms. For customers with established credit, terms are net thirty (30) days from date of shipment. At ITW Air Management's option, export orders may be subject to special export payment terms and conditions. If credit is not established, please include payment with order or purchase through Visa or MasterCard. Cash or anticipation discounts are not accepted. All payments must be in U.S. dollars. ITW Air Management shall have the right of set-off, offset and deduction for any sums owed. If customer fails to make payment within thirty (30) days after shipment, ITW Air Management may defer shipments until such payment is made, or may at its option cancel all or any part of unshipped order and/or other unshipped orders.

Sales Tax. ITW Air Management is required to charge applicable state and local tax on every item for which sales tax exemption certification has not been provided. When ordering please indicate clearly which items are tax exempt and provide your tax exempt number.

Credit Balance. Customer agrees that any credit balance issued will be applied to purchases from ITW Air Management within one (1) year of its issuance. If not applied within one (1) year, any balance remaining will be subject to cancellation and ITW Air Management shall have no further liability. No cash payments shall be made for unapplied credits.

Shipping Charges. All products shall be shipped F.O.B. Cincinnati, Ohio. Freight is prepaid and added to merchandise shipped (before tax and freight), unless otherwise stated, to customer's place of business anywhere in the contiguous United States, using routing of choice. Other terms apply to Alaska, Hawaii, Puerto Rico and export orders. Customer must pay any extra charges incurred for additional services, such as customer's carrier or special handling at the destination. If any item is backordered, on an order qualifying for freight prepayment, that item will be shipped prepaid. Title and risk of loss pass to customer on delivery to the carrier. If product was damaged in transit, customer must file claim with carrier.

Limited Warranty. All products manufactured by ITW Air Management are warranted only to customers for resale or for use in business or original equipment manufacture, against defects in workmanship or materials under normal use. Products, components and services provided by ITW Air Management have different warranty specifications, including the period during which the product is warranted after date of purchase. Contact ITW Air Management for details on the specific warranty period and limitations for the item(s) purchased. Any product which is returned to ITW Air Management requires a "returned goods authorization" with shipping costs prepaid. Returned products under warranty, determined by ITW Air Management to be defective in materials or workmanship, will be, as the exclusive remedy, repaired or replaced at ITW Air Management's option.

Warranty Disclaimer. The limited warranty is ITW Air Management's sole warranty. Descriptions in product literature or elsewhere are not warranties. No warranty or affirmation of fact, express or implied, other than as set forth in these Terms and Conditions is made or authorized by ITW Air Management. ITW Air Management disclaims any liability for product defect claims that arise from product misuse, improper product selection or misapplication. ITW Air Management makes no warranty of merchantability or fitness for a particular purpose.

Limitation of Liability. Any liability for consequential, indirect or incidental damages arising from breach of warranty or any other reason is expressly disclaimed. ITW Air Management's liability in all events is limited to, and shall not exceed, the purchase price paid.

Force Majeure. ITW Air Management shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to produce product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of ITW Air Management in the conduct of its business.

Cancellation. Any cancellation or returns must be first approved in writing by ITW Air Management, and may be subject to restocking fees and other charges determined exclusively by ITW Air Management.