1. NATURE OF THIS DOCUMENT

We hereby acknowledge receipt of your order of the Products shown on the reverse side hereof. All sales by us are made on the terms herein set forth. The terms of your order if on an instrument other then this are hereby rejected and we hereby offer to sell said Products to you upon the terms set forth. Your acceptance of this offer must be made on its exact terms and we OBJECT TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS OR THE DELETION OR OMISSION OF ANY TERMS HEREOF proposed by you in any Acceptance hereof and if any are included or deleted in your Acceptance, a contract for sale will nonetheless result on our terms and conditions stated herein without the necessity of our rejecting such different or additional terms or deletions or omissions. Upon acceptance by us at our office in Woodbridge, Connecticut and by you, the terms of this instrument shall constitute the entire Agreement between us. No oral representation shall be effective whether or not made by you or our employees and no later document shall vary the terms hereof unless by specific reference hereto and signed by both of us, at our office in Woodbridge, Connecticut. If you fail to sign and return this instrument and we nonetheless deliver, such acceptance of delivery shall constitute acceptance of our offer contained herein on the terms herein set forth. We reserve the right to substitute an equivalent Product(s) of equal or greater value for the Product(s) ordered by you at our discretion.

ALL SALES ARE FINAL UPON DELIVERY BY US. NO SALES ARE ON CONSIGNMENT OR APPROVAL.

2. ACCEPTANCE

Your acceptance of the terms and conditions herein must be accompanied by sufficient information plus a specification to enable us to proceed with the order forthwith. Otherwise we are to be at liberty to amend our prices to cover any increases in costs which may take place after acceptance and/or which may become apparent after such information and/or specification is furnished by you.

3. SECURITY AGREEMENT

This document when signed by you and accepted by us is a Security Agreement under the Uniform Commercial Code ("Code") and we retain and you grant to us a Purchase Money Security Interest in the Products as security for payment of the purchase price hereunder and upon your default we shall have the rights and remedies of a Secured Party under the Code. You will, at our request, sign and deliver Code filing documents and you irrevocably authorize us to sign such documents on your behalf. The foregoing is without prejudice to our rights under Article 2 and/or Article 9 of the Code.

4. LIMITS OF CONTRACT

Our Agreement includes only such Products as are specified herein. 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 Air Handling Systems by Manufacturers Service Co., Inc. 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, national & local codes, regulations, and be sure that the Product, installation, and use will be in compliance.

5. WARRANTY TO BUYER

THE PRODUCTS HAVE BEEN PURCHASED BY YOU "AS IS" AND YOU ACKNOWLEDGE THAT WE HAVE GIVEN YOU NO WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES, WARRANTIES REGARDING DESCRIPTION AND/OR QUALITY AND INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, PRODUCTIVENESS, OR ANY OTHER MATTER REGARDING ANY PRODUCTS WHICH WE SHALL SUPPLY. WE SHALL BE IN NO WAY RESPONSIBLE FOR THE PROPER USE OF AND SERVICE OF OUR PRODUCTS AND YOU HEREBY WAIVE ALL RIGHTS OF REFUSAL AND RETURN OF GOODS.

IN ALL EVENTS WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL AND/OR CONSEQUENTIAL DAMAGE.

6 CLAIMS

On arrival the Products should be carefully and thoroughly inspected for any sign of damage or shortage and should be noted on the Freight Bill before signing the receipt. If the Product cannot be inspected properly, we recommend that you sign the Freight Bill marked "SUBJECT TO INSPECTION." It is your responsibility to report immediately to the carrier any package or crate received in a damaged condition and to request an inspection report. If you notice any damage after unpacking the shipment, notify the transport company immediately and request an inspection. Damage claims must be made with the carrier. All packaging material must be retained until the shipment is inspected by the carrier and your claim is settled. If you fail to notify the carrier within said time period, such Product shall be deemed conforming goods. If such a claim is sustained after inspection by us and Products furnished is proved not as ordered to our satisfaction, we shall have the option in such event of repairing or replacing the Products or crediting your account. Under no circumstances will we be liable for damages or for any claims for expense involved in using our Product. We will not allow claims for defective goods on those parts further processed by you and resulting in change of either dimensions or characteristics from your original blueprint or other specifications.

7. DELIVERIES

Every effort will be made to fill orders within the time promised but under no circumstances will we assume responsibility for any damage growing out of or owing to any delays whatever. Unless specifically stated to the contrary, orders are accepted for delivery as fast as manufactured by partial shipment in bulk. Any part of an Order that is shipped within ten days from the date of receipt of your Order at our offices in Woodbridge, Connecticut, will be invoiced at our prices shown on the reverse side hereof. Any part of an Order that, for any reason, is not shipped within the thirty days following date of receipt of your Order at our said offices will be invoiced at our prices prevailing at the date of shipment.

8. TERMS

All shipments are subject to the terms on the reverse side hereof. Prices are exclusive of all city, state and federal excise taxes, including without limitation taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by you and are subject to our terms of payment, net thirty days from date of invoice. You agree to pay costs of collection including reasonable attorney fees, if collection costs are incurred through your late payment. Upon your failure to make any payment for any of the Products promptly when due and/or your failure to make any payment due by you to us whether or not covered by or related to this instrument and/or your default with respect to any term of any agreement between you and us, we shall have the right to cause all of your obligations to us hereunder whether or not then due, payable and/or performable to become due, payable and/or performable on demand and you consent that we may at any time thereafter maintain an action for all sums payable by you to us together with costs of collection including a reasonable attorney's fee. Prices herein are net wholesale prices with trade discounts already deducted.

9. TAXES

You agree to pay all applicable Federal, State, or local Manufacturer's or sales, use or value added taxes, or any other tax now or hereafter levied upon this instrument or upon any Products sold on any shipments made hereunder.

10. CANCELLATIONS

Orders accepted by us cannot be cancelled except with our consent and upon terms that will indemnify us against loss. All cancellation charges to be determined at the time of cancellation.

11. APPLICABLE LAW

Any agreement arising hereunder shall be governed by Connecticut Law.