SALES POLICY

Definitions
Throughout this policy, Cooling Tower Depot^®, Inc. is referred to as “CTD”.

Prices.
All prices offered are net wholesale prices with trade discounts already deducted. Market Sensitive Commodity items priced according to current market conditions.

Payment Terms.
For customers with established credit, terms are net thirty (30) days from date of shipment. At CTD'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, MasterCard, or American Express. Cash or anticipation discounts are allowed. All payments must be in U.S. dollars. CTD shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, CTD may defer shipments until such payment is made, or may, at its option, cancel all or any part of unshipped order. Customer agrees to pay interest on all past-due sums as the lower of one and one-half percent( 1-1/2%) per month or at the highest rate allowed by law. In the event of a payment default, Customer will be responsible for all of CTD’s costs of collection, including court costs, filing fees and attorney’s fees.

Credit Balance.
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND CTD SHALL HAVE NO FURTHER LIABILITY.


FREIGHT POLICY

Shipping Charges.
Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer's place of business anywhere in the contiguous United States, using a carrier of our choice. Other terms apply to Alaska, Hawaii, Puerto Rico, and export orders. Any extra charges incurred for additional services, such as customer's carrier or special handling by the carrier, must be paid by the consignee. Items backordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, consignee must file claim with the carrier.

CTD LIMITED WARRANTY

LIMITED WARRANTY. ALL PRODUCTS SOLD ARE WARRANTED BY CTD ONLY TO CUSTOMERS FOR RESALE OR FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM CTD, UNLESS OTHERWISE STATED. ANY PART WHICH IS DETERMINED BY CTD TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO A CTD BRANCH OR AUTHORIZED SERVICE LOCATION, AS CTD DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED. AT CTD'S OPTION. WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY CTD. CTD DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY.
ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. CTD'S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED. THE PURCHASE PRICE PAID.

Prompt Disposition.
CTD will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call CTD, giving date and number of original invoice, and describing defect.

Product Suitability.
Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While CTD attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.

OSHA Hazardous Substance & California Proposition 65 Product Information.
Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available at Cooling Tower Depot^®, Inc. 651 Corporate Circle Suite 206 Golden, CO 80401 U.S.A. The information and recommendations contained on the MSDS supplied by the manufacture is considered to be accurate and reliable. CTD, however, makes no warranty with respect to the accuracy of the information or the suitability of the recommendations. CTD disclaims any and all liability to any user.


ADDITIONAL TERMS

Force Majeure.
CTD 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 procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of CTD in the conduct of its business.

Cancellation.
Any cancellation must be approved by CTD, and may be subject to restocking and other charges. Before returning any product Customer believes is defective, Customer shall write or call CTD with the date and number of the original invoice, the stock number, and a description of the defect.

Assignment.
Customer shall not assign any order or any interest therein without the prior written consent of CTD. Any actual or attempted assignment without CTD's prior written consent shall entitle CTD to cancel such order upon notice to customer.

ELECTRONIC DATA INTERCHANGE.
If CTD and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. CTD and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by CTD regarding EDI purchases made by customer shall be controlling.

Modification of Terms.
CTD's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth in CTD's acknowledgment, and customer's assent to these terms and conditions shall be presumed from customer's receipt of CTD's acknowledgment, 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 CTD unless agreed to by CTD in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in CTD's acknowledgment, CTD's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by CTD of any of the terms and conditions contained in CTD's acknowledgment.

Complete Agreement.
The terms and conditions in CTD's forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and CTD.

Materials of Trade.
Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.


Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Colorado, excluding conflict of law rules, and venue shall be in Jefferson County, State of Colorado.

No Third Party Benefit.
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.


ADDITIONAL EXPORT TERMS AND POLICY

Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by CTD at a continental United States facility or at any of its websites. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the United States and of the State where acceptance occurred in the United States. Manufacturers' Warranties. The manufacturer warrants many of the products offered for sale to the final user. The manufacturers make available copies of any applicable warranties. CTD will furnish such warranties free of charge to Customers upon their request. Please send such requests to: Cooling Tower Depot^®, Inc. 651 Corporate Circle Suite 206 Golden, CO 80401 U.S.A. All requests must include the CTD stock number and the manufacturer's model number (if shown) of each product for which a copy of the warranty is requested. CTD assumes no responsibility for the content of such warranties by performing this service. Product Suitability. Many countries and localities have laws, codes and regulations governing sales, construction, installation, and/or use of products for certain purposes that may vary from those in other areas. While CTD attempts to assure that products comply with all applicable laws, codes and regulations, CTD does not guarantee compliance, and is not responsible for how the product is installed or used. Therefore, Customer shall have responsibility for compliance with all applicable laws, codes and regulations, including, without limitation, ANSI, CE, DIN, UL, NEC, FAA, DOT, NOM, IMDG, IATA, and CSA, regarding installation or use of products. Before purchase and use of a product, Customer must review the product application and applicable laws, codes and regulations to assure full compliance with such laws, codes and regulations.

Cross-Reference Information.
Product cross-reference comparisons do not imply that all products compared are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for Customer's intended use. WARRANTY DISCLAIMER. ALTHOUGH CTD HAS USED REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS CATALOGS, LITERATURE, AND WEBSITES, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF PRODUCT IDENTIFICATION AND DO NOT EXPRESS OR IMPLY A WARRANTY AFFIRMATION OF FACT, OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. CTD EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT ABOVE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, CTD EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION, OR PRODUCT MISAPPLICATION. LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED. CTD'S LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT SOLD THAT GIVES RISE TO SUCH LIABILITY. CTD'S PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEDY IN THE EXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND SHALL NOT BE CONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Wholesale Only.
CTD provides products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any CTD catalog, literature or websites does not constitute the right to purchase from CTD. CTD reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall also include services provided by CTD.

Prices.
Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the CTD catalog "each" price will apply to these Products. Customer should contact CTD or check online at www.ctdepot.com for current pricing.

Sales Tax and Duties, Import Fees.
CTD is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.

Security Interest.
On any open account sale, Customer hereby grants to CTD a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to CTD. Customer agrees to file or permit CTD to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of CTD's priority lien or security interest. Customer agrees to inform CTD immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

Shipping Charges and Freight Policy.
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), CTD shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $1,500 or more of merchandise (before tax and freight) using routing of CTD's choice. A 15% shipping and handling fee will be added to the freight charges on all orders, unless agreed otherwise in contract. Other shipments are freight collect from any CTD facility. Customer shall be responsible for obtaining insurance. At CTD's option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, CTD shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if CTD has not received payment in full at the time the product is damaged in transit, CTD shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.

Trademarks, Copyrights, and Domain Names.
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of CTD, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of CTD. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

Quotations.
Quotations on large quantities are available upon request. Customer should contact CTD. Assignment. Customer shall not assign any order, any interest therein, or this order without the prior written consent of CTD. Any actual or attempted assignment without CTD's prior written consent shall entitle CTD to cancel such order or to terminate this agreement upon notice to Customer.


Export Controls and Related Regulations.
Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.

Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At CTD's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by CTD.

U.S. Foreign Corrupt Practices Act.
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.

Independent Contractors.
CTD and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, CTD.

Governing Law; Limitations.
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Colorado, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

Severability.
If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of CTD and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

Dispute Resolution.
Actions by CTD for nonpayment by Customer of the purchase price of products sold by CTD, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by CTD, at its option, before any United States or foreign judicial court of competent jurisdiction. At CTD's option, disputes between Customer and CTD, including all claims for non-performance by CTD, shall be finally settled by arbitration in Golden, CO United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Colorado, United States, and the language of the arbitration shall be English.

Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and CTD's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by CTD, Customer shall provide documentation satisfactory to CTD verifying delivery at the designated country. Customer further agrees to inform CTD at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but CTD shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless CTD expressly agrees to do so.

Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.

Complete Agreement.
These terms and conditions, together with any other terms and conditions that CTD publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) www.coolingtowerdepot.com (iii) in any document including, without limitation, those involving extension of credit by CTD, or export of products, represent the entire agreement between the parties and shall supercede all written and unwritten statements, agreements, and understandings between CTD and Customer pertaining to the subject matter of this agreement.

Force Majeure.
CTD shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of CTD in the conduct of its business.

No Third Party Benefit.
The provisions stated above are for the sole benefit of CTD and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Materials of Trade.
Customer represents that if it is purchasing goods as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.

Waiver.
The failure of either CTD or Customer to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.