Max-Air Technology, Inc.

General Terms & Conditions of Sale

By acceptance of the goods described herein, the Purchaser expressly acknowledges and agrees to the following general terms and conditions of sale. All sales are subject to these Terms & Conditions.

1. Warranty: Max-Air Technology provides the following warranty regarding its products. THE WARRANTY STATED HEREIN IS EXPRESSELY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Max-Air Technology warrants its products to be free from defects in materials and workmanship when these products are used for the purpose for which they were designed and manufactured. Max-Air Technology does not warrant its products against chemical or stress corrosion or against any other failure other than from defects in materials or workmanship. The warranty period is for twelve (12) months from installation date or eighteen (18) months from shipment date, whichever date comes first. Any claims regarding this warranty must be in writing and received by Max-Air Technology before the last effective date of the warranty period. Upon Max-Air Technology’s receipt of a warranty claim, Max-Air Technology reserves the right to inspect the product(s) in question at either the field location or at Max-Air Technology manufacturing plant. If, after inspection of the product(s) in question, Max-Air Technology determines that the Purchaser’s claim is covered by this warranty, Max-Air Technology’s sole liability and the Purchaser’s sole remedy under this warranty is limited to the refunding of the purchase price or repair or replacement thereof at Max-Air Technology’s option. Max-Air Technology will not be liable for any repairs, labor, material or other expenses that are not specifically authorized in writing by Max-Air Technology, and in no event shall Max-Air Technology be liable for any direct or consequential damages arising out of any defect from any cause whatsoever. If any Max-Air Technology product is modified or altered at any location other than Max-Air Technology – Wentzville (Missouri) or Max-Air Technology – Sesto San Giovanni (Milan) ITALY without the express written authorization of Max-Air Technology, it is expressly not covered by this warranty. The warranty for such products shall be subject only to the warranty relief, if any, provided by the suppliers and/or manufacturers of such products.

2. Prices and Availability: Prices and other terms of sale where set forth in current price sheets are subject to change without notice. Stenographic or clerical errors are subject to correction. All products are subject to prior sale.

3. Acceptance of Orders and Assignment: All orders are subject to written acceptance by Max-Air Technology, Inc., Wentzville, MO. No assignment of Purchaser’s rights or obligations under any purchase order may be made without prior written consent of Max-Air Technology, Inc.

4. Terms of Payment: All accounts are payable net 30 days from invoice date unless otherwise noted. All accounts are subject to credit approval. Max-Air Technology shall charge 1.75% per month interest on accounts not paid 30 days after invoice date. All accounts are payable in USD, free of exchange, collection, or any other charges. Max-Air Technology retains the right, at its own discretion, to require full or partial payment in advance and to set spending limits for credit accounts to ensure financial responsibility. Max-Air Technology also reserves the right to make partial shipments when necessary and render invoices therefore, which shall be due and payable as provided in said invoices.

5. Shipments: Prices are quoted F.O.B. Wentzville, Missouri. Max-Air Technology is only responsible for the delivery of products in good order to the transportation company for delivery to the Purchaser. Max-Air Technology does not guarantee delivery to destination. Claims for damage or shortage in transit must be made by the Purchaser against the carrier. In the absence of definite shipping instructions, Max-Air Technology reserves the right to ship all material, upon completion, by any public carrier deemed satisfactory.

6. Taxes: Unless otherwise specified, the amount of any sales, use, value added, occupancy, excise tax, or other tax, of any nature, federal, state, or local, for which Max-Air Technology is legally liable, either initially or through failure of payment by Purchaser, shall be added or be in addition to the price quoted and Purchaser agrees to pay the same to Seller.

7. Drawings, Data, and Confidential Information: All technical, performance data or pricing included in drawings, technical bulletins, catalogs, brochures, advertisements, illustrations and price lists constitute as a guide only. These data shall not be binding, except to the extent as expressly included in the purchase order. All data submitted to the Purchaser prior or subsequent to the formation of the purchase order remains exclusive property of Max-Air Technology, unless consent is otherwise given in writing. Max-Air Technology reserves the right to charge a fee for specialized drawings or data requested by the Purchaser.

8.Changes of Design: Max-Air Technology reserves the right to change, modify, or discontinue the design of any product offered. Max-Air Technology is not under any obligations to replace, issue credit, or install changes or modifications to products previously or subsequently sold.

9. Returns and Cancellations: Return requests must be made within 90 days of shipment, and no product may be returned without a prior written Returned Material Authorization (RMA) form submitted by Max-Air Technology. All freight to and from Max-Air Technology will be prepaid by the Purchaser. All product returns are subject to inspection and dispositioning by Max-Air Technology’s quality department. Max-Air Technology shall require a general restocking fee of 30% to cover the cost of reconditioning, restocking, and preparation of goods to a re-sellable condition. Special material items, buyouts, modified product, or custom machined product are non-returnable. Overages, shortages and incorrect material claims must be made in writing within ten (10) days or receipt of goods. Order cancellation requests must be received in writing; Max-Air Technology will not be liable for any fees related to cancellation of buyout or sourced products, and cancellation charges may be incurred for any product modifications or custom machined items. Credits issued by Max-Air Technology are only valid for one (1) year and must be applied towards open or future invoices.

10. Liability: Order are accepted by Max-Air Technology under the conditions that Max-Air Technology is not liable for losses, detentions, or delays caused by accidents, strikes, vandalism, terrorism, acts of war, or the operations of suppliers or any other causes beyond our control and under no circumstances damage for delivery will be allowed. Under no circumstances will Max-Air Technology assume any responsibility, damage for delay, expense, liability for repairs, or alterations to products with or without written consent. Claims for contingent liability or consequential damage will not be recognized or allowed by Max-Air Technology.

11. Final Product Validation: Max-Air Technology will not assume responsibility for final product validation unless expressly agreed upon between the Purchaser and Max-Air Technology. The Purchaser warrants, represents and agrees that it has inspected the goods and otherwise made inquiry and review, upon its own behalf, concerning the nature, characteristics and quality of the materials and workmanship incorporated therein at or prior to delivery, that is it fully contented and satisfied therewith and has independently determined that all goods are in all respects fit and useable for all purposes for which they are intended to be employed by the Purchaser.

12. Governing Law: This contract shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regards to its conflicts of law rules that would apply the laws of any other jurisdiction.

13. Export Regulations: Max-Air Technology’s products can only be exported in accordance with U.S. Export Administration Regulations and other U.S. legal requirements. Diversion contrary to U.S. law is prohibited.

14. Customer Supplied Materials: Customer supplied materials shall be stored by Max-Air only for the duration of an active/open purchase order from the customer. On the date of cancellation or completion of work on an open order, all materials shall be shipped as specified by the customer. Max-Air will not assume responsibility for storage or disposal of the materials unless otherwise agreed in writing. It is the customer’s responsibility to clearly identify which order the supplied materials are associated with. Return of the customer supplied material will be at the customer’s expense.