Products furnished and services rendered by Trinos Vacuum Systems Inc. Inc. are sold only on the terms and conditions stated herein (the "Terms"). Notwithstanding any terms and conditions on Buyers order, Trinos Vacuum Systems Inc. Inc. acceptance of any order and/or performance of any contract is expressly made conditional on Buyers consent to these Terms, unless otherwise specifically agreed to in writing by Trinos Vacuum Systems Inc. Inc.. No interlineations, deletions, modifications or amendments to these Terms shall be binding on Trinos Vacuum Systems Inc. Inc. unless agreed to and accepted in writing by Trinos Vacuum Systems Inc. Inc.. In the absence of such agreement, commencement of performance and/or delivery shall be for Buyers convenience only and not be deemed or construed to be acceptance of Buyers terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance of any product or service shall be deemed acceptance of these Terms.

II. ORDERS

All sales are subject to written confirmation by Trinos Vacuum Systems Inc. Inc.. Receipt by Buyer of Trinos Vacuum Systems Inc. Inc. acknowledgement of an order without prompt written objection thereto shall constitute acceptance by Buyer of these Terms. Buyer must respond to Trinos Vacuum Systems Inc. Inc. notice of acknowledgement within five (5) days of receipt of such acknowledgement or Buyer will waive his right to cancel the order.

III. PRODUCT PRICE QUOTATIONS

The quotations or tenders are noncommittal in nature. No contract for sale shall arise until a written acknowledgement from Trinos Vacuum Systems Inc. Inc. accepting the Buyers order, is sent by Trinos Vacuum Systems Inc. Inc. to the Buyer. Because no contract is formed until Trinos Vacuum Systems Inc. Inc. acknowledges Buyers order, these Terms shall supercede any and all terms of Buyer. In the case of a conflict between these Terms and those appearing on the face of Trinos Vacuum Systems Inc. Inc. quotation or proposal form, the terms and conditions on the face of Trinos Vacuum Systems Inc. Inc. quotation or proposal form shall control.

IV. DELIVERY

Unless otherwise specified in writing by the parties the products are to be delivered F.O.B. from Trinos Vacuum Systems Inc. Inc. warehouse in Palatine, Illinois. Trinos Vacuum Systems Inc. Inc. reserves the right to ship products freight collect and to select the means of transportation and routing. Unless otherwise advised, Trinos Vacuum Systems Inc. Inc. may, but is not obligated to insure at full value of the products or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for Buyers account

V. DELAYS IN DELIVERY

Delivery periods and deadlines stated are subject to timely deliveries made to Trinos Vacuum Systems Inc. Inc. by its suppliers and shall not be binding upon Trinos Vacuum Systems Inc. Inc.. If products are not shipped by Trinos Vacuum Systems Inc. Inc. within forty five (45) days of the date agreed to by the Parties, Buyer shall have the right to cancel the specific shipment without penalty. Under no circumstances shall Buyer be entitled to any damages for Trinos Vacuum Systems Inc. Inc. failure to ship on time.

VI. PRICE OF PRODUCT

Unless otherwise stated the price of the products will include interior and exterior packaging and necessary documentation for shipment from Trinos Vacuum Systems Inc. Inc., but excluded from the price are pallets and any special packaging requested. Additional cost will be added to the price when the Buyer requests that the product be packaged in a special manner.

VII. PAYMENT

Unless credit is granted, payment is due upon delivery. All payments for product released and shipped on approved credit accounts shall be due in twenty (20) days from the date of invoice therefore. All payments shall be made in US dollars. In the event Trinos Vacuum Systems Inc. Inc. feels insecure concerning payment by a Buyer, including one previously granted credit, Trinos Vacuum Systems Inc. Inc. reserves the right to require cash or letter of credit payment terms. In the event payment is not received when due, interest shall be due at the rate of two percent (2%) on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date, but not more than the amounts allowed by applicable law. Buyer shall pay all of Trinos Vacuum Systems Inc. Inc. costs of collection of any amounts past due, including, but not limited to attorneys fees, court costs, witness fees, travel and lodging, etc. Trinos Vacuum Systems Inc. Inc. has the right to refuse to ship products if Buyer is past due on any of its debts to Trinos Vacuum Systems Inc.. Furthermore, Trinos Vacuum Systems Inc. shall have the right to retake the products immediately unless other written arrangements have been made concerning payment. Buyer agrees to make all products available, shipping ready, for Trinos Vacuum Systems Inc., within five (5) days of receiving notice from Trinos Vacuum Systems Inc. of its intention to retake the products.

VIII. SECURITY INTEREST

In order to protect and secure payment of all debts due and owing from Buyer, Buyer hereby grants to Trinos Vacuum Systems Inc. a security interest in all of Buyers inventory of products. In connection therewith, Buyer shall take such steps and execute and deliver such financing statements and other papers as Trinos Vacuum Systems Inc. may from time to time request. In the event Buyer sells the products to a third party before payment in full is received by Trinos Vacuum Systems Inc., Buyer agrees to secure its security interest in the products at the time of sale to its customer in order to protect Buyers interests to the greatest extent possible.

IX. PASSING OF RISK

Risks of loss and damages shall pass to the Buyer upon Trinos Vacuum Systems Inc. putting the products into possession of an independent carrier at the place of shipment irrespective of price or delivery terms, unless delivery terms agreed upon provide for an earlier passing of risk. In the latter case they shall prevail.

X. INSPECTION; RETURNS

Unless Trinos Vacuum Systems Inc. receives a written complaint with full particulars from Buyer regarding any defective products or other complaints within five (5) business days from the date the products arrive at the destination indicated on the Bill of Lading or other shipping document, the products shall be deemed to have been delivered in good condition and that the delivery is accepted.

XI. WARRANTY OF PRODUCTS

Any warranty contained herein shall be to the original Buyer only. Product delivered and sold by Trinos Vacuum Systems Inc. are warranted against defects in materials and workmanship for twelve (12) months from the date of shipment to Buyer. Trinos Vacuum Systems Inc. shall have no liability for any defect in material or workmanship unless notice of such defect is received by Trinos Vacuum Systems Inc. within twelve (12) months from the date of shipment. Items expendable in normal use are not covered by this warranty. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER WARRANTIES, SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. Products showing only minor defects, not affecting the workmanship, shall be accepted by the Buyer and shall not give rise to any set?off or claim against Trinos Vacuum Systems Inc., All claims of damages of any kind during delivery are barred unless reported in writing by the Buyer to Trinos Vacuum Systems Inc., with full disclosure of particulars within five (5) days after arrival of goods at the destination indicated on the Bill of Lading or other shipping document.

Where a defect is discovered within twelve (12) months of delivery from Trinos Vacuum Systems Inc., the Buyer shall be entitled, at Trinos Vacuum Systems Inc. option, to either repair or replacement of the defective product. TRINOS VACUUM SYSTEMS INC. SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, DIRECT OR INDIRECT COSTS OR LOSSES UNDER ANY CIRCUMSTANCES. Trinos Vacuum Systems Inc. will not repair or replace defective products where the defect is the result of use or handling of the product in a manner, circumstances, or for purposes other than those that have been approved or instructed by Trinos Vacuum Systems Inc., or in the event of abuse, accident, alteration, misuse or neglect of the products.

XII. CANCELLATION PRIVILEGES

Trinos Vacuum Systems Inc. may cancel any contract if Buyer is in default of the payment of any obligations pursuant to the contract or any other contract between the parties, or if in the sole judgment of Trinos Vacuum Systems Inc., Buyers financial condition and responsibility has become materially impaired. In addition, Trinos Vacuum Systems Inc. shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between the parties shall become immediately due and payable. Each party may cancel the contract and be released from its obligation to discharge its part of the contract, if either party is prevented or encumbered unreasonably by conditions beyond the parties control and that occur after the finalizing of a contract, such as labor disputes, fires, wars, mobilization or unforeseen similar acts by the military authorities, requisition, arrests, currency restrictions, insurrection and riots, shortages of means of transportation or raw materials or components, general shortages of goods, destruction of large quantities of products, restrictions in the use of power, extensive damage to or destruction of machinery or other important equipment for production as well as stocks of raw material or components, and defects in or delay of deliveries from sub suppliers. Notice of such encumbrances upon one party must be given to the other party in good faith pursuant to these Terms.

XIII. GOVERNING LAW

These Terms and all transactions between Trinos Vacuum Systems Inc. and Buyer are governed by the laws of Illinois.

XIV. ARBITRATION

Any controversy or claim between Trinos Vacuum Systems Inc. and Buyer or any controversy or claim otherwise arising out of or relating to any agreement subject to these Terms, shall be settled by Arbitration in Chicago, Illinois, according to the rules of the American Arbitration Association.

XV. ENTIRE AGREEMENT

These Terms constitute the sole terms and conditions of the contract between the Buyer and Trinos Vacuum Systems Inc.. No other terms, conditions, or understanding, whether oral or written, shall be binding upon Trinos Vacuum Systems Inc., unless hereafter made in writing and signed by Trinos Vacuum Systems Inc. authorized representative and, in the case of printed matter, also initialed by such representative next to such printed term or condition.

XVI. WAIVER

The failure of Trinos Vacuum Systems Inc. to enforce at any time any provision of these Terms or to exercise any option which is herein provided or to require or to fail to require at any time performance by the Buyer any provision hereof shall in no way affect the validity of these Terms or any part hereof or the right of Trinos Vacuum Systems Inc. thereafter to enforce its rights hereunder, nor shall it be taken to constitute a condonation or waiver of the default or condonation of any other or subsequent default or breach by the Buyer.

XVII. INVALID OR UNENFORCEABLE PROVISIONS

If any provision of these Terms, or the application thereof to the Buyer or any circumstance should, for any reason and to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.