1. All goods and services sold , traded or supplied by Griffiths Technical Incorporated (hereinafter "GTI") to the Buyer (hereinafter "Buyer" herein shall include the buyer, buyer's agents, employees, representatives, officers, suppliers, contractors and customers) are expressly subject to the terms and conditions set forth herein. Any different or additional terms or conditions set forth by the Buyer in "purchase orders, packing lists, request for quotations" or in any form of communication are null and void and shall not be binding upon GTI unless agreed to in writing by an authorized corporate officer of GTI. The terms and conditions herein constitute the entire agreement between GTI and the Buyer. Any representation, affirmation of fact of course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on GTI. If any provision or part of such provision hereof shall be unenforceable, invalid or void for any reason, the remaining part thereof or provisions of this Agreement shall not be affected thereby. All disputes relative to this Agreement shall be resolved in the State of New Jersey unless noted otherwise by GTI in writing.

2. When a core-exchange is involved with any product in this invoice/agreement, the Buyer is purchasing a core through GTI. Core refunds are subject to GTI's determination as to whether the Buyers returned core can be economically rebuilt. GTI reserves the right to either (I) withhold core refunds or (ii) issue partial core credit/payments (as determined by GTI) when returned cores are not the same part number, make and revision, or when core components are damaged or missing, or when cores have been disassembled. Unacceptable or incorrect cores, at GTI's discretion, may be either: (a) returned to the Buyer at the Buyer's expense, or (b) disposed of by GTI without any liability to GTI for such action. Core charges may be forfeited, without any liability to GTI, if acceptable cores are not returned to GTI within 90 calendar days from date of GTI invoice. Where GTI supplied the Buyer a product without charging for a core, the Buyer shall supply GTI , at the Buyers expense, an acceptable core (as determined by GTI) within 30 calendar days from the date of the GTI invoice or pay GTI for the core (value of such as determined by GTI) within the same time period. GTI reserves the right to refund core charges by either a credit memo, credit card credit or company check. GTI will attempt to refund core charges within 30 business days of return . All cores shall be returned in suitable packaging, freight prepaid and insured at Buyer's expense. Cores damaged in transit as a result of improper packaging or handling are the responsibility of the Buyer. The Buyer shall not deduct core charges or returns from payments due to GTI without a valid written credit memo issued by GTI.

3. If GTI furnished Buyer with advice or any assistance which concern any goods or services supplied hereunder, or any system or equipment in which any such goods or service may be tested, maintained, serviced or installed, the furnishing of such advice or assistance will not subject GTI to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

4. Buyer shall not assign this Agreement, any order or any interest therein without written authorized consent of GTI.

5. Any cancellation, stop order, rescheduling, quantity or item change, must be approved in writing by GTI prior to such action. GTI may choose to hold the Buyer liable for any changes to this Agreement including but not limited to the total invoice amount, administrative costs, restocking fees, rescheduling costs, shipping costs and other charges. Goods shall not be returned to Seller without prior written approval from GTI, a 15% restocking charge based on the total original invoice amount will apply. GTI is not responsible for unauthorized returns or any costs or losses associated with the same. Buyer assumes full responsibility for return goods and costs related there to.

6. GTI shall not be held liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to procure, produce or supply goods or services, weather conditions, freight or mail carriers, or any other circumstance or causes beyond the control of GTI. GTI shall not in any event be liable whether as a result of breach of contract, agreement, warranty, tort (including negligence) or other grounds for incidental, special or consequential damages including, but not limited to, loss of profits or revenue, loss of goodwill, loss of use of the goods or any associated product, cost of capital, cost of substitute products, facilities or service, use, downtime costs, or other claims for such damage.

7. Buyer shall comply fully with all payment terms stated herein. Buyer agrees to pay GTI for any/all expenses, fees, charges and/or costs incurred by GTI as a result of Buyers inability or failure to comply with terms of payment. Buyer, in order to provide security for the payment of the full invoice amount hereunder, grants GTI security interest in said goods. Buyer agrees to execute any documents or furnish information necessary (at no charge to GTI) to perfect this security interest. Unless otherwise noted, all sales are made F.O.B. point of shipment and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Buyer. Buyer is responsible for taxes, surcharges, import duties and value added taxes where applicable.

8. GTI does not guarantee, warranty or make any claims (written or verbal) that the goods or services supplied hereunder comply with any manufacturers, association, group, council, city, borough, township, providence, county, state or federal, standards, specifications, systems, components, drawings, part numbers, bills of materials, applications or safety codes. The Buyer is held fully responsible for confirmation, determination and application of goods and services including but not limited to form, fit, function, installation, or maintenance.

9. No warranty or affirmation of fact, express or implied, other than as set forth in the Limited Warranty statement below is made or authorized by GTI. GTI DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS OR PERSONAL INJURY CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, IMPROPER INSTALLATION OR MAINTENANCE., AND ANY DESCRIPTION OR PART NUMBER DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY- ANY LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. GTI shall not be liable to the Buyer whether based on contract, agreement, warranty, tort (including negligence) or other grounds for personal or property damage.

10. Buyer shall indemnify and save harmless Seller from and against all claims for bodily injuries, including death, or damage to property caused by any negligent act or omission of Seller in connection with the exchange of materials, goods, services under of this Agreement. Buyer will assume all risks of injury, death or damages (material or bodily) as may occur as a result of or related to: transactions, purchasing, receiving, accepting, utilizing, incorporating, transferring or reselling any goods or service provided by Seller. Buyer will assume all risks of injury, death or damages (material or bodily) as may occur as a result of or related to: transactions, purchasing, receiving, accepting, utilizing, incorporating, transferring or reselling any goods or service provided by Seller. The Buyer releases the Seller from any and all claims the Buyer might have now or initiate in the future against the Seller for injury, death or damages (bodily or material) resulting from or related to transactions, purchasing, receiving, accepting, utilizing, incorporating, transferring or reselling any goods or service within this contract or as a result thereof . The Buyer will hold the Seller harmless from any and all claims the Buyer might have now or initiate in the future against the Seller for injury, death or damages (bodily or material) resulting from or related to transactions, purchasing, receiving, accepting, utilizing, incorporating, transferring or reselling any goods or service within this contract or as a result thereof. The Buyer understands and agrees that this agreement shall apply even if the injury, death or damages (bodily or material) results from the Seller's active or passive negligence. The Buyer understands and agrees that the Seller has not and will not inspect, regulate or control the goods or services herein or referred to hereunder.

11. LIMITED WARRANTY: GTI offers the following Limited Warranty for GTI products exclusively to the original purchaser, that fail during normal use in the vehicle in which the product was originally installed. All installations must be performed by qualified parties experienced with the vehicles particular product and related systems. This Limited Warranty is not transferable to subsequent owners or vehicles. There are no warranties which extend beyond the description on the face hereof. Any alteration or additions to this original document are null and void. GTI DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY. GTI does not warrant any product to meet the specifications, mandates or requirements of any safety code, design, model, drawing, bill of material, component, system, manual, part number or description of or under any country, federal, state, county, province, city, township, borough or municipal government or manufacturers or requirements. THERE IS NO WARRANTY, EXPRESS OR IMPLIED AS TO FITNESS OF ANY PRODUCT FOR ANY PARTICULAR USE OR PURPOSE; NONE AS TO ANYTHING ELSE UNLESS CONTINUED ON THE FACE OF THIS WARRANTY HEREOF. Where GTI specifically guarantees any product as to its mechanical condition, and there is a breach of such warranty, then the purchaser's only and exclusive remedy shall be the repair or replacement of the product to remedy such defect. The decision to remedy, replace or repair the product shall be in the sole discretion of GTI. THIS SHALL BE THE LIMIT OF GTI's LIABILITY. The purchaser must notify GTI via registered mail along with copies of this original LIMITED WARRANTY, original proof of purchase showing purchase date and merchandisers name and address, of a breach of warranty within 30 DAYS after discovery thereof, which breach shall be within the warranty period stated herein, otherwise such clauses shall be deemed waived. In addition to these terms for waiver of this LIMITED WARRANTY, any such case that the product is tampered with, disassembled, misused, improperly installed or maintained, subject to contamination or abnormal conditions, effected by other abnormally operating or improper components, configurations, settings, or systems, all warranties of the face hereof shall be deemed waived. Final determination as to the validity of any warranty claim shall reside with GTI. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF. THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No parties other than GTI have the authority to waive or vary any of the terms of this LIMITED WARRANTY of the face hereof. This LIMITED WARRANTY shall commence on the date of the GTI Invoice Agreement and will remain in effect for the time period coinciding with GTI manufactured, rebuilt or re-manufactured products as follows: (a) Audi, BMW, Jaguar, Saab, Porsche, VW or Volvo - 1 year for steering racks and power steering pumps, b) Air Conditioning compressors - 1 year (Addendum GTI 200105 incorporates additional terms to this agreement for compressors), (c) AC hose lines - 3 years, (d) AC pressure switches, fans or relays - 1 year (electrical fuses, wiring and connectors are 60 days), (e) AC hardware and brackets - 1 year. In the event of a warranty claim authorized by GTI, any remaining period of such warranty shall commence upon the date GTI re-ships such warranted merchandise. This Limited Warranty excludes all goods sold/distributed by GTI which are not manufactured, repaired or re-manufactured by GTI (hereinafter "other manufacturers" items). The Buyer shall direct all claims and liabilities for "other manufacturers" items to that specific manufacturer and not GTI.

12. Returns must be pre-approved by GTI with a written authorization from GTI and return authorization number. Goods returned to GTI without our consent shall not be the responsibility of GTI. No credits will be issued without a GTI written authorization, authorization number and inspection approval of the goods by GTI. All returns are to be shipped FOB delivered, prepaid freight and insured through a freight carrier servicing GTI"s address and who provides traceability. All goods must be returned properly packaged with a copy of the original GTI invoice and with the GTI return authorization number written on the package. GTI is not responsible for return goods damaged or lost in transit. GTI will attempt credit back approved returns within 45 days of inspection by GTI. A 15% restocking charged, based on original invoice amount will apply to all returns. Special order items are not returnable.

1. Diagnosis, flushing, charging and testing of system must be accomplished by individuals with current MACS Certification (Mobile Air Conditioning Society) for your system and within compliance with OEM specifications & procedures for the vehicle and refrigerant type system.

2. When installing the compressor in a vehicle with a failed compressor it is mandatory to: (i) determine the cause of failure and (ii) correct the problem prior to installing/operating the replacement compressor. Common causes for failure are overcharging, overheating or blockage (which may cause excessive head pressure and can damage clutch), leakage in the system hoses, seals or connections leading to a loss of system oil and subsequently friction and damage to the compressor contaminating the entire system with metal particles (your replacement compressor will not last long with this situation), ; expansion valve failure or incorrect "super heat" settings, low oil flow or slugging of the compressor with either refrigerant or oil. Use of "leak sealants" or additives, or residual of the same will void all warranties.

3. All system components and lines must be properly decontaminated to remove internal particles & debris before installing the replacement compressor. Decontamination procedures can typically include either (a) replacing system lines, condensers, evaporators, expansion valves or orifice tube, receiver/dryer, accumulator, or (b) properly liquid flushed using either OEM or MAC recognized/approved fluids, system and methods. Liquid flushing does not guarantee removal all contaminants. Do not attempt to flush the new compressor, receiver/dryer or expansion valve. Do not attempt to use high pressure air to blow out the system components as this has been proven to be ineffective. All liquid flushing solvents must be fully evacuated to prevent system contamination. Residual flushing solutions will can either damage the system or cause poor performance. A 3 hour or longer deep evacuation of the system should be performed after flushing. Units returned for warranty that are locked up, show signs of seizing, low oil flow or have contamination are invalid.

4. A new receiver/dryer must be installed at this time. Failure to install a new receiver/dryer will void all warranties.

5. THE INSTALLER IS RESPONSIBLE TO VERIFY AMOUNT OF OIL IN COMPRESSOR AND SYSTEM Warning: if the compressor does not receive a sufficient flow of oil due to either: low system pressure, system constrictions, malfunctioning components or low oil, the compressor will be damaged and all warranties will be voided.

6. Do not attempt to turn the compressor shaft (clutch face plate) until the compressor has been installed and suction & discharge lines have been properly attached. After lines are attached turn compressor shaft (clutch plate center nut ) approximately 12 revolutions clockwise to purge oil from compressor. Failure to perform this step properly will damage the compressor.

7. Do not exceed OEM specs. for belt drive tension.

8. Evacuate (vacuum) system when outside temps are 75F+ or higher, to 29.9 inches of mercury (adjusted for altitude), and continue to evacuate with vacuum pump running for 3 hour minimum. The longer the better. Check for gross leaks.

9. This compressor is sold specifically for use with R12 or R134a refrigerant. Use of any other refrigerant or additives of any kind will void all warranties. For R12 refrigerant charge system per OEM specs. For R134a the "rule of thumb" is 75 to 90% of the original OEM specified weight of R12. Example: if original system specifies 30 ounces of R12, then multiply the 30 ounces by 80% to 85% (30 x .80 to .85 = 24 to 25.5 to ounces): with R134a do not rely on the site glass method of determining whether the system is filled properly; use an accurate refrigerant weight scale (do not charge with 12 oz cans) along with gauge pressures and vent temps to achieve ultimate charging. Charge by gas method, not liquid method. Check the return side pressures and evaporator outlet temperatures against PT chart for proper superheat.

9. Damaged compressors or compressor cores (frozen or with damaged cylinder walls, pistons or swash plates, broken ears, shafts, cracked cases, missing parts, burnt clutches, damaged bearings, other damage or disassembled product) are not acceptable and may result in forfeiture of warranty or core deposit charges. Compressor failure caused by abnormal systems, improper installation, application or maintenance voids all warranties. Compressors or core must be of same make and model. In the event that damaged or unlike compressors or cores are returned GTI reserves the right to discard such returns (core deposits will not be returned) without any penalty to GTI. High/low pressure switches are intended to "help" prevent compressor failures, they do not guarantee compressor leakage due to high system pressures. High system pressures can result in leaking compressor seals which are not warranted when system pressures have run high.

10. LIMITED WARRANTY: In addition to terms/conditions and warranty policies stated in the GTI (Griffiths Technical Inc.) Invoice and Agreement, the following terms and Limited Warranty shall apply: The period of warranty for all AC compressors is one year from date of purchase. All installations and service related to the compressor shall be carried out within the terms of this addendum as well as terms, conditions or installation guidelines stated in GTI's Invoice and Agreement and GTI supplied installation guidelines. Failure to comply with these terms and requirements herein will immediately void this limited warranty. In the event of any warranty claim, the Buyer shall supply GTI with proof of compliance of installation and service of the goods, not limited to MAC certification, invoices and procedure & material compliance. GTI DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY, EXPRESS OR IMPLIED AS TO FITNESS OF ANY PRODUCT FOR ANY PARTICULAR USE OR PURPOSE; NONE A TO ANYTHING ELSE UNLESS NOTED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION STATED HEREIN OR UPON GTI INVOICE and AGREEMENT TERMS AND CONDITIONS.

11. High/low pressure switches are intended to "help" prevent compressor failures, they do not guarantee compressor leakage due to high system pressures. High system pressures can result in leaking compressor seals which are not warranted when system pressures have run high.

1. Kuehl® AC System Product(s) covered by this Limited Warranty consist of products specified in the Griffiths Technical Inc. (here in after referred to as "GTI") Invoice and Agreement.

2. The Buyer is responsible for installation and prudent routine inspection, maintenance & verification of the system and system components. In the event of a Kuehl® AC System Product(s)component failure the Buyer shall not operate the system and shall take immediate and proper action to insure the Kuehl system, system components and other vehicle components are not subject to related failure. Failure to insure or maintain the product, system or components shall void all warranties. Any modifications to goods shall immediately void all warranties. Road hazards or vehicle collisions can damage the system or components.

3. A Kuehl® AC System Product(s) integrity and performance is subject to the performance and condition of other vehicle air conditioning systems and components and climates. In the event that a Kuehl® AC System Product(s) or one or many of its unique components fails or fails to perform as a result of other vehicle component problems, all warranties shall be void.

4. The Buyer is fully responsible (at all times) for inspection, confirmation, and checking of interference fits and clearances relating between Kuehl® AC System Product(s) components and existing vehicle components

5. GTI makes no claims (implied or otherwise), no warranties and no guarantees that any product(s) supplied or sold to the Buyer will reduce or produce air conditioning temperatures to any specific temperature or by any specific degree of range.

6. LIMITED WARRANTY: GTI offers the following Limited Warranty for GTI products exclusively to the original purchaser, that fail during normal use in the vehicle in which the product was originally installed. This Limited Warranty is not transferable to subsequent owners or vehicles. There are no warranties which extend beyond the description on the face hereof. Any alteration or additions to this original document are null and void. GTI DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY. GTI does not warrant any product to meet the specifications, mandates or requirements of any safety code, design, model, drawing, bill of material, component, system, manual, part number or description of or under any country, federal, state, county, province, city, township, borough or municipal government or manufacturers or requirements. THERE IS NO WARRANTY, EXPRESS OR IMPLIED AS TO FITNESS OF ANY PRODUCT FOR ANY PARTICULAR USE OR PURPOSE; NONE AS TO ANYTHING ELSE UNLESS CONTINUED ON THE FACE OF THIS WARRANTY HEREOF. Where GTI specifically guarantees any product as to its mechanical condition, and there is a breach of such warranty, then the purchaser's only and exclusive remedy shall be the repair or replacement of the product to remedy such defect. The decision to remedy, replace or repair the product shall be in the sole discretion of GTI. THIS SHALL BE THE LIMIT OF GTI's LIABILITY. The purchaser must notify GTI via registered mail along with copies of this original LIMITED WARRANTY, original proof of purchase showing purchase date and merchandisers name and address, of a breach of warranty within 30 DAYS after discovery thereof, which breach shall be within the warranty period stated herein, otherwise such clauses shall be deemed waived. In addition to these terms for waiver of this LIMITED WARRANTY, any such case that the product is tampered with, disassembled, misused, improperly maintained, subject to contamination or abnormal conditions, effected by other abnormally operating or improper components, configurations, settings, or systems, all warranties of the face hereof shall be deemed waived. Final determination as to the validity of any warranty claim shall reside with GTI. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF. THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No parties other than GTI have the authority to waive or vary any of the terms of this LIMITED WARRANTY of the face hereof. This LIMITED WARRANTY shall commence on the date of sale to the original purchaser or date of initial installation, which ever arises first, and will remain in effect for the time period, coinciding with the product as follows: (A) AC Barrier hoses - 3 years, (B) Condensers, driers & evaporators - 3 years, (C) Compressors - 1 year, (D) Pressure switches and charge port adapters - 1 year, (E) switches, fans or relays -1 year (electrical fuses, wiring and connectors are 60 days), (F) AC mechanical hardware (ie. vents, nuts bolts and brackets) - 1 year. (G) Electronic Controls (circuit boards, switches) 1 year, excludes failures due to mishandling, mis-wiring or shorts. In the event of a warranty claim authorized by GTI, any remaining period of such warranty shall commence upon the date GTI redelivers such warranted merchandise. Repair or replacement of warrantied items shall be conducted at GTI' premises. GTI is not responsible for Buyer's claims or losses related to loss of vehicle use, vehicle delivery, transportation or downtime. GTI DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY, EXPRESS OR IMPLIED AS TO FITNESS OF ANY PRODUCT FOR ANY PARTICULAR USE OR PURPOSE; NONE A TO ANYTHING ELSE UNLESS NOTED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION STATED HEREIN OR UPON GTI INVOICE and AGREEMENT TERMS AND CONDITIONS.

7. High/low pressure switches are intended to "help" prevent compressor failures, they do not guarantee against compressor leakage due to high system pressures. High system pressures can result in leaking compressor seals which are not warranted when system pressures have run high.

8. The products described herein, including without limitation, product features, specifications, designs, availability, and pricing, are subject to change by Griffiths Technical Inc. at any time without notice.