Terms and Warranty

(a) AGREEMENT - The contract of sale (or purchase order) together with these terms and conditions constitute the entire agreement between the parties hereto, except as modified in writing signed by both Fantech and the Buyer as identified in the contract (or purchase order). Any terms in a purchase order, irrespective of their materiality which are either different from or additional to Fantech's condition of sale, are objected to and are excluded unless the Fantech expressly agrees in writing to such terms. Acceptance of Fantech's quotation or Fantech's acknowledgment of Buyer's order the goods shipped or Fantech's invoice shall constitute assent to Fantech's condition of sale. This contract shall be binding upon Buyer and Fantech, and on their successors and assigns.

(b) ACCEPTANCE AND APPROVAL OF ORDER - Fantech shall not consider a proposal or quotation an offer, but the basis for an order from the Buyer that is subject to acceptance. An order will become binding on Fantech only when accepted and approved by Fantech's sales and credit department.

(c) CREDIT & PAYMENT - Terms and payment on all orders are subject to the approval of Fantech's credit department and, unless otherwise stated, are NET 30 days from the date of invoice without regard to the date of delivery of the Products. All orders will be COD prior to credit approval.No proxy billing. 1 1 /2% charge on all invoices over 30 days.

(d) TAXES - Buyer shall pay Fantech the amount of any sales, use or any other local, state or federal taxes that arise from the sale or delivery of the Products.

(e) FORCE MAJEURE - Fantech shall make delivery in accordance with contract documents or within a reasonable time in the absence of any commitment, but Fantech shall not be liable for delays or defaults in delivery caused by floods, fires, storm, or other acts of Nature, by war or act of public enemy (or civil disturbance), strikes, lockouts, shortages or labor or raw materials and equipment (shortages or failures), action of any governmental authority or other conditions beyond Fantech's reasonable control.

(f) CANCELLATION - If Buyer desires to cancel or change any portion of the Contract, he must make such request in writing to Fantech. Fantech may, in its sole discretion, accept or reject any such request. If accepted, the Buyer nonetheless must take delivery and make payment to Fantech for all material manufactured and in stock or in process of manufacture at time of notice, and all special materials ordered at time of notice and for which Fantech must take delivery, unless otherwise agreed by Fantech in writing. All such materials must be removed from Fantech's premises within 10 days after Fantech's acceptance of the request. Payment will be due within 30 days after date of invoice. Materials will be invoiced at the time of Fantech's acceptance of the request. Fantech shall also have the right to assess charges in the event of cancellation or change by the Buyer of any order accepted by Fantech.

(g) INSPECTION & TESTING - Fantech's standard specification and tests apply to all orders. All charges for inspections or tests not regularly furnished are for Buyer's account and subject to prior negotiation. All inspections shall be conducted at Fantech's plant, and failure of Buyer to avail himself of inspection privileges shall be deemed a waiver of such privileges.

(h) PRICES - Prices are subject to change without notice. Orders based on published prices and accepted for scheduled shipment will be invoiced at Fantech's applicable price in effect on the scheduled date of shipment, unless other terms are specifically noted on the order acknowledgments. All prices will be in accordance with applicable government regulation.

(i) DELAYS - All orders are accepted subject to Fantech's ability to make delivery at the time and in the quantities specified, and Fantech shall not be liable for damages for failure to make partial or complete shipment or for any delay in making shipments. Buyer shall be liable for any added expenses incurred by Fantech because of Buyer's delay in furnishing requested information to Fantech, delay resulting from order changes by Buyer, or delay in unloading shipments at delivery point.

(j) SHIPMENT - Fantech will prepay freight on all qualifying orders (contact Fantech Customer Service for current terms). Fantech will select method of shipment and routing when transportation charges are to be paid by Fantech. When the Buyer specifies shipping instructions, all costs in excess of the standard freight rates will be charged to the Buyer. The foregoing includes, but is not limited to, carrier's charges for notification prior to delivery, demurrage, delay in unloading, diversion or reconsignment.

(k) TITLE - Title to product transfers to Buyer at the F.O.B. point of manufacture. Upon receipt of title, Buyer is then responsible for proper protection of products, lighting, placement, compliance with all regulations and ordinances, and will indemnify Fantech against all claims for personal injuries or property damage arising from the storage, use or handling of such products.

(l) IN TRANSIT CLAIMS - The owner of the shipment, according to the F.O.B. terms of the Purchase order, must make claims for damage or storage in transit against the carrier. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim.

(m) CLAIMS - Notice of Claims against Fantech here-under for any reason, including breach of warranty, must be made to Fantech in writing within 48 hours of discovery to afford Fantech an opportunity to make a prompt investigation of surrounding facts and mitigate any damages which might ensue, should it be determined to be Fantech's responsibility. Failure to give such notice to Fantech shall constitute a waiver by Buyer of any right later to assert such a claim.

(n) RETURNS - Stock products, as defined by Fantech, shall be accepted for credit only in saleable condition and only with evidence of Fantech's prior written authorization. Goods must be returned within 25 days after receipt of authorization. Fantech will assess charges for freight both ways and a restocking charge to restore such goods to the regular plant inventory. If Fantech receives goods, which are not, in Fantech's opinion, in acceptable condition, credit allowance will not be made. Credit will be issued on the basis of purchase or current price,whichever is lower. Non-stock products are made specifically to order and are not subject to return for credit.

(o) WARRANTY: LIMITATION OF LIABILITY. Fantech warrants fans to be free from defects in design, materials and workmanship (exclusive of abrasion, corrosion or erosion) for two (2) *years from the date of shipment to the original Buyer of a product from Fantech or Fantech's authorized distributor or the date of notification of readiness to ship. Motor warranty is one (1) year. In order to claim the benefit of this warranty, buyer must notify Fantech in writing of the claimed defect with ten (10) days after discovering it and return this equipment or parts to the factory with transportation prepaid. In the event of on-site repair, no service tech nician will be dispatched until manufacturer receives your written purchase order. If any of the following conditions exist, the warranty will be null and void: (1) Buyer has permitted other persons not approved or authorized by manufacturer to alter, adjust, replace or repair the equipment or any part thereof. (2) Buyer has not followed instructions or other directions given in the contract documents or our maintenance manual. (3) When breakage or other loss or damage is the result of any negligence, misuse or fault on the part of any operator or other person not under our supervision or control. (4)The defect is the result of designs or drawings made, furnished or specified by other. (5) In the case of goods not manufactured or supplied by the manufacturer as part of a contract, manufacturer shall only be liable to the same extent that our supplier is to manufacturer, not to exceed any liability manufacturer would have for warranty on our own equipment. (6) Buyer has not paid in full any invoices submitted to Buyer, which are due for payment. (7) Unusual wear and tear of the equipment.
*(3) years on FDD and FADE series

Statements relating to the product, its use or installation made prior to the execution of the agreement, are not warranties except to the extent that the contrary is expressly set forth herein. It is understood that such statements were not intended to, and did not, form a part of the agreement; they were merely made in the course of negotiations of the parties.

THIS WARRANTY IS IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OUR SOLE AND EXCLUSIVE OBLIGATION UNDER THIS WARRANTY IS TO REPAIR OR REPLACE DEFECTIVE EQUIPMENT OR PARTS OR, AT OUR OPTION, TO PAY THE REASONABLE COST OF REPAIR OR REPLACEMENT. BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR LOST PROFITS OR SALES, OR DAMAGES FOR INJURIES TO PERSON OR PROPERTY) SHALL BE AVAILABLE. NOTWITHSTANDING THE ABOVE, THE TOTAL AMOUNT THAT MAY IN ANY EVENT BE PAYABLE IN SETTLEMENT OF LIABILITY, HOWEVER INCURRED, SHALL NOT EXCEED THE CONTRACT PRICE.

(p) WARRANTY VALIDATION - The user must keep a copy of the bill of sale to verify purchase date. These warranties give you specific legal rights and are subject to any applicable consumer protection legislation. You may have additional rights that vary from state to state.

Fantech reserves the right to modify, at any time and without notice, any or all of its products' features, designs, components and specifications, to maintain their technological leadership position.