REGARDING THE WEBSITE

TERMS AND CONDITIONS GOVERNING WEB SALES

1. GOVERNING PROVISIONS.  ELLSWORTH CORPORATION ("Ellsworth") is offering to provide the goods and/or services described herein (the Products") to the buyer to which this offer is addressed ("Buyer"), subject to the terms and conditions set forth herein (the "Agreement").  Buyer may not modify, change, renounce or waive any term or condition hereof without Ellsworth's express written consent.  Ellsworth agrees to provide to Buyer the Products and Buyer accepts the Products only on the terms of this Agreement.  Buyer may not amend, modify or replace the terms of this Agreement in any agreement or purchase order (oral or written), if one exists, or other writing or oral representation previously or hereafter received by Ellsworth purporting to amend, modify or replace the terms of this Agreement with any conflicting, different or additional terms or reciting that any action or inaction by Ellsworth constitutes agreement or consent by Ellsworth to such amendment, modification or replacement.  If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms contained herein.  Ellsworth hereby objects to and rejects any additional, different or varying terms proposed by Buyer, unless Ellsworth expressly assents to such terms in writing.  Such proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Ellsworth's offer unless such variances are in the terms of the description, quantity, price or place or date of delivery of the Products, and Ellsworth's offer shall be deemed accepted without such additional, different or varying terms.
2. ACCEPTANCE.  Buyer shall be deemed to have made an unqualified acceptance of this Agreement by clicking the checkbox reading "I have read and agree to the Terms and Conditions" on the final checkout page in the ellsworth.com shopping cart.  Ellsworth is deemed to have made an acceptance of this agreement upon shipment of Products.
3. CANCELLATION OR MODIFICATION; RETURNS.  Buyer may not cancel or modify its order except upon terms accepted by Ellsworth in writing.  In the event of any cancellation or modification, Buyer shall compensate Ellsworth for all costs and damages resulting there from, including, but not limited to, out-of-pocket expenses and lost profits.  No Products may be returned to Ellsworth without its prior, written authorization and Products may be returned only on the terms or conditions specified in such authorization.  Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Ellsworth without damage.  Any cost incurred by Ellsworth to put Products in first class condition will be charged to Buyer.  All Product returned to Ellsworth shall be subject to a 25% restocking charge plus the costs of freight, packaging, insurance and any import or export costs.
4. TAXES.  Buyer shall pay any tax (including sales tax), duty, custom, inspection or testing fee or any other fee or charge imposed on, in connection with or measured by the transaction between Ellsworth and Buyer in addition to the prices quoted or invoiced.
5. DELIVERY.

(a) Generally:  For sales and shipments within the United States, Ellsworth shall deliver the Products F.O.B.  Ellsworth's facility at W129 W10825 Washington Drive, Germantown, WI 53022 (the "Facility").  For sales and shipments outside the United States, Ellsworth shall deliver the Products  "EX WORKS" Ellsworth's Facility.  For purposes of this Agreement, "EX WORKS" shall be construed in accordance with INCOTERMS 2000 of the International Chamber of Commerce, as amended.  All risk of loss, damage or delay, and title to Products, shall pass from Ellsworth to Buyer at the Facility.  Partial shipments shall be permitted.
(b) Delivery Dates:  All delivery dates are approximate.  Delivery dates given by Ellsworth are based on prompt receipt of all necessary information regarding the order.  Ellsworth will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates.  Failure by Ellsworth to meet any delivery date does not constitute a cause for cancellation and/or for damages of any kind.  Time for delivery shall not be of the essence.
(c) Delivery Delays:  Any delay in delivery due to causes beyond Ellsworth's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay.  In the event of delay in delivery requested by Buyer or caused by Buyer's (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Ellsworth to effect delivery, Ellsworth will store all Products at Buyer's risk and expense.  Buyer shall pay all storage costs and expenses upon Ellsworth's demand.
(d) Claims:  Claims for shortages or other errors must be made in writing to Ellsworth within ten days after Ellsworth's delivery.  Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
(e) Orders:  Buyer shall ensure that its orders are received by Ellsworth not less than 20 working days before the requested delivery dates.  Buyer's orders or mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the order or change orders so state.  Minimum online order quantity is $50 per order.

6. TERMS OF PAYMENT.  We accept payments in US Dollars via PayPal accounts, VISA, MasterCard, American Express and Discover.  Payment is due and payable upon clicking the "Place Order" button on ellsworth.com.  Payment does not constitute Ellsworth's acceptance of the order.  Ellsworth's declination of an order shall be remedied by a refund of payment to Buyer within 30 days.
7. SECURITY.  If, during performance of this Agreement, Buyer's financial condition does not justify the terms of payment specified, Ellsworth may (a) demand, before proceeding with delivery of Products, full or partial payment in advance, satisfactory security or guaranties that invoices will be promptly paid when due or (b) at its option and without prejudice to other remedies, defer delivery of the Products or cancel this Agreement.  Buyer agrees to reimburse Ellsworth for all costs and fees including, but not limited to attorneys' fees and repossession fees, incurred by Ellsworth in collecting any sums owed by Buyer to Ellsworth.  Buyer agrees to pay a late payment charge of 1-1/2% per month, or the maximum amount allowable by law, on all amounts not paid in full when due, payable on Ellsworth's demand.  Buyer shall not set off amounts due to Ellsworth against claims or other amounts.
8. LIMITED WARRANTIES AND REMEDY. 

(a) Products In Original Packaging and not Manufactured by Ellsworth:   IF BUYER IS PURCHASING PRODUCTS IN THEIR ORIGINAL PACKAGING AND NOT MANUFACTURED BY ELLSWORTH, THE ONLY WARRANTY AVAILABLE TO BUYER AS TO THE PRODUCTS SHALL BE ANY MANUFACTURER'S WARRANTY WHICH MAY APPLY AND ELLSWORTH MAKES NO INDEPENDENT WARRANTIES.  Ellsworth does not adopt, guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer.
(b) Repackaged Products and Ellsworth's Products:

(i) Repackaged Products.  If Buyer is purchasing Products not manufactured by Ellsworth, but repackaged by Ellsworth, causing the original manufacturer's seal to be broken, Ellsworth warrants to original user only that the Products will be free from material defects in materials and workmanship attributable to the repackaging process under normal use and service for the shelf life of the Product as described in the technical data sheet, but no event longer than one year from the date of Ellsworth's delivery of such Product hereunder.
(ii) Ellsworth's Products.  If Buyer is purchasing Products manufactured by Ellsworth, Ellsworth warrants to original user only that the Products will be free from material defects in materials and workmanship under normal use and service for the shelf life of the Product as described in the technical data sheet, but no event longer than one year from the date of Ellsworth's delivery of such Product hereunder.
(iii) Limitations and Remedies.  There is NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damage due to environmental or natural elements, failure to follow Ellsworth's instructions or improper installation, storage or maintenance.  Buyer must make claims for defects in writing within 10 days after discovery of such defects.  Buyer's failure to make such claim within the warranty period and within 10 days after discovering a defect shall constitute Buyer's irrevocable acceptance of the Products and Buyer's acknowledgement that the Products fully comply with the terms and conditions of this Agreement.  Ellsworth shall repair or replace, at its expense, any covered Products proved to Ellsworth's satisfaction to be defective within the warranty period.  Such warranty satisfaction shall be available only if:  (i) Ellsworth is notified in writing within 10 days after discovery of an alleged defect; (ii) the defect has not been caused by Buyer's misuse, neglect or alteration or by physical environment; and (iii) the manufacturer's shelf life of the Product (as indicated on the Product's packaging) has not expired when the alleged defect is discovered.  ELLSWORTH'S SOLE OBLIGATION AND BUYER'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO REPLACEMENT OR REPAIR OF DEFECTIVE PRODUCTS.  Notice of any warranty claim or request for warranty service should be sent to Ellsworth at the following address:  Ellsworth Corporation, W129 N10825 Washington Drive, Germantown, Wisconsin 53022, Attention: Customer Service.  Any assistance Ellsworth provides to or procures for Buyer outside the terms, limitations or exclusions of this warranty will not constitute a waiver of the terms, limitations or exclusions of this limited warranty, nor will such assistance extend or revive the warranty.  Ellsworth will not reimburse Buyer for any expenses incurred by Buyer in repairing, correcting or replacing any defective Products, except for those incurred with Ellsworth's prior written permission.

This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state.
(c) NO LIABILITY FOR OTHER OBLIGATIONS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES:  ELLSWORTH SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS (WHETHER THE PRODUCTS ARE IN ORIGINAL PACKAGING OR HAVE BEEN REPACKAGED) OR ELLSWORTH'S UNDERTAKINGS, ACTS OR OMISSIONS.  IN NO EVENT SHALL ELLSWORTH BE LIABLE FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES.  ELLSWORTH'S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT AND THIS AGREEMENT SHALL BE LIMITED TO THE MONIES PAID TO ELLSWORTH FOR THAT DEFECTIVE PRODUCT.

Some states do not allow the exclusion or limitation of incidental and consequential damages, so the above limitation or exclusion may not apply to Buyer.
9. DISCLAIMER OF IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.  ELLSWORTH AND BUYER AGREE THAT THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES.  ELLSWORTH HEREBY DISCLAIMS ALL OTHER EXPRESS WARRANTIES.  FOR COMMERCIAL PRODUCTS, ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.  FOR CONSUMER PRODUCTS, WARRANTIES IMPLIED BY LAW, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY LIMITED TO THE PERIOD OF THE WARRANTY STATED ABOVE FOR THE RELEVANT PRODUCT.  Any oral or written description of the Products is for the sole purpose of identifying the Products and shall not be construed as an express warranty.  Prior to using or permitting use of the Products, Buyer shall determine the suitability of the Products for the intended use and Buyer assumes all risk and liability whatsoever in connection therewith.  Buyer agrees that Ellsworth has no post–sale duty to warn Buyer or any other party about any matter or, if such duty exists, Ellsworth satisfies that duty by providing any required warnings only to Buyer.  Buyer assumes all post–sale duty to warn its customers and indemnifies Ellsworth against any Damages in connection with such duty or failure to warn.  Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Buyer.
10. ASSIGNMENT.  Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided, however, Ellsworth may assign, without Buyer's consent, this Agreement or its interest herein to any affiliate or to any corporation succeeding to Ellsworth's business.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of Ellsworth and Buyer and their successors and assigns.
11. GOVERNING LAW.  The internal laws of the State of Wisconsin shall govern the rights and obligations of Ellsworth and Buyer under this Agreement.  Neither this Agreement nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.  Any cause of action, claim, suit or demand by Buyer allegedly arising from or related to the terms of this Agreement or the relationship of the parties shall be brought in a Court situated in the State of Wisconsin.  Both parties hereby irrevocably admit themselves to and consent to the jurisdiction of said Court.  Upon termination of this Agreement for any reason, Ellsworth shall have all of the rights and remedies provided by law, including, without limitation, the rights of a secured party under Chapter 409, Wisconsin Statutes or any successor statute or similar statute in the jurisdiction where Buyer is located or stores the Products.
12. MISCELLANEOUS.  Ellsworth reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement.  The failure of Ellsworth to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition. The invalidity of any provision or clause of this Agreement shall not affect the validity of any other provision or clause hereof.  Buyer agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the Products including, without limitation, to the extent applicable, the U.S. Export Administration Act and all regulations thereunder.  Buyer is an independent contractor and neither Buyer nor any of its employees or agents shall be considered an employee or agent of Ellsworth.  Neither Buyer nor any of its employees or agents is authorized to incur any obligations or make any promises or representations on Ellsworth's behalf.  The provisions found in sections 11, 12, 16, 18, 19 and 20 and the warranty and damage limitations in sections 8 and 9, and any other provision the performance or effectiveness of which naturally survives, shall survive expiration or termination of the parties' agreement for any reason.  All of Ellsworth's remedies herein are cumulative and not exclusive of any other remedies available to Ellsworth at law, by contract or in equity.
13. ENTIRE AGREEMENT.  THIS CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.  ANY NEGOTIATIONS OR UNDERSTANDINGS BETWEEN ELLSWORTH AND BUYER WHICH ARE NOT CONTAINED IN THIS AGREEMENT AND ANY AND ALL PURCHASE ORDERS, CORRESPONDENCE OR STATEMENTS THAT CONFLICT WITH, DIFFER FROM OR MODIFY THIS AGREEMENT SHALL HAVE NO FORCE OF EFFECT, UNLESS IN WRITING AND SIGNED BY AUTHORIZED OFFICERS OF ELLSWORTH AND BUYER.  ELLSWORTH'S SALES REPRESENTATIVES ARE WITHOUT AUTHORITY TO CHANGE THE TERMS OF THIS AGREEMENT.
14. PRICE; TERMS.  Prices shall be the higher of Ellsworth's most recent quote to Buyer, prevailing market price, Ellsworth's list price, or the last price charged by Ellsworth to Buyer for the Products.  Prices are in U.S. Dollars, F.O.B./EX WORKS the Facility.  Ellsworth shall have no obligation to ship Product to Buyer unless Ellsworth shall have accepted the order and Buyer shall have paid for such order of Products in full prior to the time of delivery.
15. SHIPPING; INSURANCE.  Buyer shall pay for all costs of shipping.  Buyer shall fully insure all materials delivered to Buyer from F.O.B./EX WORKS shipping point.
16. PATENT INFRINGEMENT AND DEFECTS IN BUYER'S SPECIFICATIONS.  Orders manufactured to Buyer's specifications, drawings, designs or descriptions are executed only with the understanding that Buyer will indemnify and hold harmless Ellsworth from any and all damages sustained by Ellsworth, including, but not limited to, reasonable attorneys' fees, resulting from any action or threatened action against Ellsworth for (a) infringement of the patents or proprietary right of any other person, or (b) injury to person or property, including death, relating to defects in Buyer's specifications, drawings, designs or descriptions.
17. FORCE MAJEURE.  Ellsworth shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Ellsworth's available supply or any other cause beyond Ellsworth's control.  In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing, Ellsworth may, at its option and without liability, prorate its deliveries, cancel all or any portion of the Agreement and/or extend any date upon which performance is due hereunder.
18. ENGINEERING DATA.  All engineering data, design information and engineering and shop drawings used in the completion of this order are and shall remain Ellsworth's property.  Buyer shall not copy, reproduce, distribute, publish or communicate to any third party such data without the prior, written permission of a properly authorized representative of Ellsworth.  Ellsworth hereby gives its permission to the Buyer to distribute product data or operation and maintenance information to the end user.
19. INDEMNIFICATION.  Buyer hereby releases and agrees to indemnify, defend and hold harmless Ellsworth, its shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers ("Ellsworth's Indemnified Parties") from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, loss, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever, including, without limitation, attorneys' fees and costs ("Damages") incurred by or against Ellsworth or any of Ellsworth's Indemnified Parties due to or arising out of, in connection with, resulting from or relating to (i) misrepresentations, breach of the warranties, representations, covenants or agreement contained in this Agreement or any law by Buyer or any of Buyer's shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns ("Buyer's Parties"), or (ii) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Buyer or any of Buyer's Parties, or (iii) losses, damages or injuries caused by Buyer's products, Buyer's specifications, designs, approvals or instructions provided to Ellsworth, or due to improper application or use of the Products or otherwise.  Prior to settling any claim, Buyer will give Ellsworth an opportunity to participate in the defense and/or settlement of such claim.  Buyer shall not settle any claim without Ellsworth's written consent.  In the event of any recall affecting the Products, Ellsworth shall have the right to control the recall process and Buyer shall fully cooperate with Ellsworth in connection with the recall.
20. CONFIDENTIAL INFORMATION; TRADEMARKS.

(a) Confidential Information:  Buyer acknowledges that all trade secrets, designs, specifications and other Confidential Information (as defined below) which may be disclosed to it by Ellsworth shall at all times, both during and after expiration or termination of this Agreement for any reason, remain the exclusive property of Ellsworth and that Buyer shall not acquire any proprietary interest whatsoever therein.  "Confidential Information" means all knowledge and information disclosed by Ellsworth to Buyer orally or in writing, or acquired by Buyer through observation, regarding Ellsworth's products, technology, inventions, formulas, know-how, services, forecasts, sales methods, customer lists, customer usages and requirements, financial information, business plans, strategies and future business relationships, that provides Ellsworth with a competitive advantage, with the exception of such information which:  (i) was already part of the public domain at the time of the disclosure by Ellsworth;  (ii) becomes part of the public domain through no fault of Buyer (but only after and only to the extent that it is published or otherwise becomes part of the public domain);  (iii) was in Buyer's possession prior to the disclosure by Ellsworth and was not acquired, directly or indirectly, from Ellsworth or from a third party who was under a continuing obligation of confidence to Ellsworth;  or (iv) is received (after the disclosure by Ellsworth) by Buyer from a third party who did not require Buyer to hold it in confidence and did not acquire it directly or indirectly from Ellsworth under a continuing obligation of confidence.  Except as necessary to perform its duties under this Agreement, Buyer shall not use or disclose any of such Confidential Information, but shall use the greater of the degree of care required by this Agreement or the same degree of care given its own trades secrets and confidential information.  Upon expiration or termination of this Agreement for any reason, Buyer shall, within 15 days, surrender to Ellsworth all plans, drawings, specifications, sketches, pictures, films, tapes, computer disks, literature, samples, documents, other tangible objects and all copies thereof relating to trade secrets and other Confidential Information and all of Ellsworth's property.  Buyer shall be permitted to destroy rather than return all analyses, extracts, and summaries prepared by Buyer which contain Confidential Information, and such destruction shall be certified in writing to Ellsworth by an authorized officer of Buyer who has supervised such destruction.  Nothing in this Agreement shall be construed to limit or negate the common or statutory law of torts or trade secrets where it provides Ellsworth with broader protection than that provided herein.
(b) Trademarks:  Any use of Ellsworth's trademarks or other intellectual property shall be subject to Ellsworth's prior written approval in each instance and such restrictions as Ellsworth may, in its sole discretion, impose from time to time.  Buyer agrees that neither it nor its affiliates will seek to register any trademark, service mark, or trade dress owned by Ellsworth or its affiliates, and if Buyer or any of its affiliates does obtain such a registration, Buyer or its affiliate shall immediately assign the same to Ellsworth.  Buyer acknowledges and agrees that Ellsworth owns all right, title, and interest in and to its trademarks.  Except as otherwise agreed by Ellsworth, Products sold by Buyer shall bear Ellsworth's trademark, and Buyer shall not remove or efface such trademark.  Buyer will not repackage the Products in any manner and resell such Products utilizing a different trademark.  Any use of Ellsworth's trademarks in advertisements or promotion must be preapproved in writing by Ellsworth.  Buyer and its affiliates agree to take all steps which Ellsworth may from time to time consider to be necessary to perfect or protect Ellsworth's rights in its trademarks including, without limitation, executing all necessary assignments, declarations, and other documents requested by Ellsworth from time to time.  Upon expiration or termination of this Agreement for any reason, Buyer and its affiliates shall take such steps and execute such documents as Ellsworth requests to cause Ellsworth to own all rights in its trademarks and to terminate any rights Buyer may have to use such trademarks.  Buyer shall inform Ellsworth promptly of any potential or actual infringement of any of Ellsworth's trademarks and shall provide all assistance and information required by Ellsworth, at Ellsworth's expense, in connection with any such infringement.