CARBTROL TERMS & CONDITIONS

1. PROPOSAL. CARBTROL's purpose is to furnish the Customer the equipment as covered by this proposal and specifications at the prices stated herein. Prices are firm for shipment within 120 days of the order date if the order is placed within 30 days. For shipments made more than 120 days from the date of the order, pricing will be that in effect at time of shipment. (If shipment is delayed for reasons under control of CARBTROL, then the price shall remain firm). All the information in the proposal is confidential and has been prepared for Customer use solely in considering the purchase of the equipment described. Transmission of all or any part of this information to others by Customer for other purposes is unauthorized without CARBTROL's written consent.

2. TERMS OF PAYMENT. Net payment within 30 days from invoice date subject to credit approval by CARBTROL. CARBTROL reserves the right to invoice on finished goods if customer holds delivery beyond scheduled shipping date. CARBTROL reserves the right to invoice on partial shipments. All overdue amounts of the purchase price shall bear interest at the rate of 1 1/2% per month. If payment remains delinquent in excess of 60 days, CARBTROL reserves the right to utilize an Independent Collection Agent to secure payment. In such case, Purchaser shall pay the balance due, plus 25% added for the collection fee.

3. SHIPMENT. F.O.B. plant as per CARBTROL's proposal suitable for domestic shipment, unless otherwise specified. Shipping dates given therein are approximate only and subject to confirmation at time of order. Furthermore, dates are computed from time of receipt at CARBTROL Office, all details pertaining to the order which are essential to its proper execution.

4. WARRANTY. All equipment manufactured by CARBTROL is warranted to be free from defects in material and workmanship for a period of 18 months from the date of shipment or 12 months from the date of start up, whichever comes first. CARBTROL will repair or replace any part or parts during the warranty period free of charge, F.O.B. factory, provided our examinations shows the equipment to be truly defective when used for the purpose intended. The obligation of CARBTROL is limited solely to repair not to exceed the cost of the defective equipment considered on a unit basis, or replacement of said equipment. This obligation shall be conditioned upon prompt written notice being given to CARBTROL. CARBTROL MAKES NO WARRANTY AS TO FITNESS OF ITS PRODUCTS FOR SPECIFIC APPLICATIONS BY THE BUYER OR AS TO PERIOD OF SERVICE UNLESS CARBTROL SPECIFICALLY AGREES OTHERWISE IN WRITING AFTER THE PROPOSED USAGE HAS BEEN MADE KNOWN. The foregoing warranty is exclusive and in lieu of all other warranties expressed or implied, including but not limited to any warranty of merchantability or of fitness for a particular purpose. Commodities not manufactured by CARBTROL are warranted or guaranteed to the extent and in the manner they may be warranted or guaranteed to CARBTROL by the manufacturer thereof, and to the extent such warranty or guarantee may reasonably be enforced without litigation by CARBTROL.

5. LIMITATION OF LIABILITY. In no event, as a result of breach of contract, warranty or negligence, shall CARBTROL be liable for special or consequential damages including but not limited to loss of profits or revenues, loss of any equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs or claims of purchasers of the Customer for such damages. Further, CARBTROL will not be liable for any delay in the performance of contracts and orders, or in the shipment and delivery of goods, or for any damage suffered by the liable for any delay in the performance of contracts and orders, or in the shipment and delivery of goods, or for any damage suffered by the Customer by reason of delay, when such delay is, directly or indirectly, caused by or in any manner arises from fires, floods, accidents, riots, war, Government interference, priorities, embargoes, strikes, shortage of labor, fuel, materials or supplies, inadequate transportation facilities or any other cause or causes whether or not similar in nature to any of those hereinbefore specified beyond CARBTROL's control.

6. SERVICE. Where service in the nature of installation, demonstration or repair of any equipment beyond that specifically included in the quoted price, CARBTROL will render such services at its normal charges plus overtime and living and traveling expenses for a mechanic and/or engineer.

7. PERFORMANCE. When performance of CARBTROL's equipment is based on data furnished by Customer, it should be understood that CARBTROL's performance figures are estimated only, based on the reliable engineering practice. The actual performance obtained by Customer may be influenced by any changes in conditions prevailing in Customer’s plant or site.

8. PATENTS. CARBTROL assumes no responsibility for any claims that said equipment infringes on rights or patents of others.

9. CLAIMS. Claims for loss or damage in transit are the responsibility of the consignee; however, CARBTROL will lend assistance. Any claims for shortages not covered by the freight carrier, must be made within ten (10) days from date of delivery, in order to receive consideration.

10. STORAGE FEES. A storage fee will be charged for finished goods if Customer holds delivery beyond scheduled shipping date. After a seven (7) day grace period, Customer will be charged a monthly storage rate of $200 per $10,000 of purchase price.

11. FREIGHT HANDLING CHARGE - A handling charge is added to all freight bills that we pay for our customers. The handling charge covers administration costs associated with paying the freight bill as well as the value of money regarding the time of payment of the freight bill versus customer’s payment of our invoice. ICC Federal Regulations require us to pay freight bills within 15 days. The handling charge does not apply to outbound shipments that are sent “Freight Collect”.

12. ORDER CANCELLATIONS Any orders placed for equipment and commodities as offered in this proposal shall not be subject to cancellation except with CARBTROL's consent, and then only upon the following conditions: Standard Equipment - (Defined as catalogued equipment ordinarily carried in stock.) When cancellation is accepted, CARBTROL reserves the right to make a cancellation charge up to 25% of the purchase price. Special Equipment - (Defined as equipment manufactured for special requirements and not stocked as standard product.) Cancellation will be accepted upon payment of a percentage of the total special equipment price equal to the percentage of the total work completed.

13. RETURNS Due to the nature of vapor phase carbon, we cannot accept returns of G series canisters, Air Purification Systems or Vapor-Phase bulk carbon. Other unused, unopened Standard Equipment may be returned only upon the issue of an RMA by Carbtrol and is subject to a 25% restocking charge. Special Equipment is not returnable.

14. TAXES. Our proposal does not include Federal, State or Local Sales, Privilege, Use or other taxes of any kind applicable to the sale of the equipment involved. Unless otherwise specified, these taxes shall be paid by the Customer or, in lieu thereof, the Customer shall provide CARBTROL with a tax exemption certificate acceptable to the proper taxing authority. 15. OTHER. This agreement shall be construed in accordance with the laws of the State of Connecticut. These Terms and Conditions are the only terms and conditions that will be binding upon the parties unless additional terms are set forth in writing and agreed to between the parties in writing.