LEGAL Conditions

User Agreement On ITW EF&C Web Site Access And Use


As a user of the ITW EF&C Web Sites, I represent to ITW EF&C that my access is on my own behalf or on behalf of my employer or my own business enterprise and that I am authorized and empowered to make promises, representations and agreements on my own behalf or on 
behalf of my employer or business enterprise. I understand this agreement contains important legal and financial responsibilities that may affect me, my employer or my business. 

As an inducement for ITW EF&C to provide me with access to or permitting me to use ITW EF&C Web Sites, I agree to the following terms and conditions. I understand that the Internet, electronics commerce and technology is changing rapidly and ITW EF&C may address these changes by changing these terms and conditions from time to time at ITW EF&C´s sole discretion. Accordingly I promise to review regularly  these terms and condiitions to be informed of and agree to any changes made by ITW EF&C. If at any time I do not agree to any term of condition of this or any revised ITW EF&C web access or use agreement, I promise not to access or otherwise use any ITW EF&C Web Sites. I understand that these terms and conditions apply to all ITW EF&C Web Sites, including any Web Sites owned, operated or sponsored by any ITW EF&C subsidiaries or affiliates. I agree that the word "Content", as used in this Agreement refers to any materials, documents, images, trademarks, copyrighted materials, graphics, logos, design, audio, video and any other information provided from or on ITW EF&C Web Sites.


ITW EF&C maintains its Web Content for general marketing, promotional, public relations and general public information purposes. ITW EF&C does not transact business or engage in transactions by way of  ITW EF&C Web Site Content. Regardless of the existence of any order forms, interactive features, request forms, invitation for comment or suggestions contained in any ITW EF&C Web Site, no contract or binding obligation of ITW EF&C of any kind may be implied, assumed or made until an authorized and empowered representative of ITW EF&C reviews and accepts, in writing, any proposal, offer, order or other information submitted by the user via any ITW EF&C Web Site. You agreed that ITW EF&C becomes legally bound to and responsible for only those promises, obligations and commitments contained in written contracts and instruments signed by such authorized and empowered representative of ITW EF&C. Notwithstanding anything to the contrary contained in any ITW EF&C Web Site, ITW EF&C reserves the right to and may reject any information, offers, orders, suggestions, comments or other information submitted to ITW EF&C via any ITW EF&C Web Site. 

No Permissions  

ITW EF&C provides its Web Site Content for informational purposes only for its customers, investors, vendors and employees and other constituencies. No license is granted by ITW EF&C to anyone to use or exploit any Content. If you wish to use or exploit any ITW EF&C Web Site Content, you agreed to contact ITW EF&C in writing and to use such Content only in accordance with a written agreement with ITW EF&C. If you use or exploit any ITW EF&C Content without the agreement of ITW EF&C, you agree to be responsible for all claims, costs, losses, expenses, damages and liabilities incurred by ITW EF&C as a result of your actions or omissions.  


ITW EF&C has no obligation to be sure that the Content of its Web Site is accurate or complete, up-to-date or current, free from technical inaccuracies or typographical errors, free from changes caused by any third party or that access to the ITW EF&C Web Site will be free from interruptions, errors, computer viruses or other harmful components.  You understand that ITW EF&C may (but has no obligation in the absence of governmental regulatory requirements) to change, withdraw, improve or otherwise modify its Web Site Content at any time without any notice to you.

No Warranties

Web Site Content is provided by ITW EF&C "AS-IS" and without warranties of any kind, either express or implied. TO THE EXTENT
OF GOODS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. You agree that under no circumstances, including, but not limited to, negligence, shall ITW EF&C be liable for any direct or indirect, special, incidental or consequential damages. This includes but is not limited to loss of data of profit arising out of the use of the inability to use Content of a ITW EF&C Web Site, even if a ITW EF&C representative has been advised of the possibility of your damages.   

No Confidentiality And License

If you wish to provide your information to ITW EF&C and you wish to retain an interest or ownership in it, you must contact ITW EF&C in writing and propose  to ITW EF&C a commercial transaction pursuant to which you and ITW EF&C agreed in a written and  signed agreement to an exchange of information. If you transmit to or post on the ITW EF&C Web site without any prior written agreement with ITW EF&C providing for such activity, any material, data, information or idea, it will be treated as non-confidential and non- proprietary and may be disseminated or used by ITW EF&C for any purpose. By sending ITW EF&C any information or material, you grant ITW EF&C an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials and information. You also agree that ITW EF&C is free to use any ideas, concepts, know-how or techniques that you send to ITW EF&C for any purpose without any obligation to you. 

No Unlawful Or Unacceptable Content Posting   

G. No Unlawful Or Unacceptable Content Posting

You are not authorized to post on or transmit to any ITW EF&C Web Site any unlawful,  threatening, libelous, defamatory, obscene, scandalour, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law. If you do so, you agree to assume all claims, costs, losses, expenses, damages and liabilities caused by such activity and indemnify and hold ITW EF&C harmless from any liability or loss.


ITW EF&C may provide hyperlinks to other internet web sites maintained by third parties or may provide third party content on ITW EF&C Web Site. The content in any such linked sites is not unter ITW EF&C control and ITW EF&C is not responsible for the content of those sites, including any further links in another site. If you decided to accress any of the third party site linked to a ITW EF&C Web Site, you do so entirely at your own risk. It is up to you to take precautions to ensure that the third party you link to for your use is free of  computer viruses, worms, trojan horses and other items of a desctructive nature. By providing a link, ITW EF&C does not necessarily endorse a third party or its web site. ITW EF&C reserves the right to terminate a link to a third party web site at any time in its sole discretion.  

Linked Internet Sites
If you wish to provide a link to a ITW EF&C Web site, you may do so under the terms and conditions of this or any future ITW EF&C web access and use agreement, but: you may not use or replicate ITW EF&C Content; you agree not to create a browser, border environment or frame for ITW EF&C Content; you may not imply that ITW EF&C is endorsing you or your products or services; you may not misrepresent your relationship with ITW EF&C; you may not present false information about ITW EF&C products or services; and your linked web site shall not contain content that could be contrued as distasteful, offensive or controversial, and or contain content that is not appropriate for all age, racial, religious or other groups protected by law. If you violate these promises, you agree to be responsible for all claims, costs, losses, expenses, damages and liabilities associated with such acts or omissions and indemnify and hold ITW EF&C harmless and you agree to remove any link to ITW EF&C immediately upon the request of ITW EF&C.  

No Investment/Financial Advice
ITW EF&C Web Site Content does not constitute investment advice and are not offers to sell or solicitations of an offer to buy any security. You understand that there are no guarantees about the future performance of the stock market or ITW EF&C stock. If you are interested in ITW EF&C stock, we recommend that, at a minimum, you read our latest annual report and 10-K, 10-Q and 8-K reports to the SEC and proxy statements for shareholder meetings, for the past several years. It is also advisable to learn more about ITW EF&C and our industry through a variety of public materials not published by ITW EF&C. Any stock prices provided by ITW EF&C are not official market quotations and are not to be considered a substitute for obtaining pricing information from official sources. ITW EF&C Web site may contain information that includes or is based upon forward-looking statements within the meaning of the federal securities laws, specifically the Securities Litigation Reform Act of 1995. Forward-looking statements give ITW EF&C expectations of forecasts of future events. You can identify these statements by the fact the they do not relate strictly to historical or current facts. They typically use words such as "anticipate", "estimate", "project", "intend", "plan", "believe", and other similar word. Any or all of ITW EF&C forward-looking statements here or in other publications may turn out to be wrong. 

Statements that are not statements of historical fact may be forward-looking statements. In addition, from time to time, ITW EF&C and its representatives make statements that may be forward-looking. All forward-looking statements involve risks and uncertainties. This section provides readers with cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause the Company´s actual results to differ materially from those contained in forward-looking statements made in this filing or otherwise made by, or on behalf of, ITW EF&C. 

The following are some of the factors that could cause actual results to differ materially from estimates contained in ITW EF&C´s forward-looking statements: 

ITW EF&C´s consolidated results could be affected by: unanticipated events and circumstances that may occur and render ITW EF&C´s acquisition of LucasVarity less beneficial to ITW EF&C than anticipated; intense competition in our markets that make it impossible to guarantee that ITW EF&C will achieve the expected financial and operating results and synergies from the acuisition of LucasVarity; the ability of ITW EF&C to integrate LucasVarity into its operations and thereby achieve the anticipated cost savings and be in a position to take advantage of potential growth opportunities; the ability to continue technical innovation and the development of an demand for new products and contract awards; pricing pressures from customers; the ability to reduce the level of outstanding debt from cash flow from operations and the proceeds from asset dispositions; the introduction of competing products or technology by competitors; the availability of funding for research and development; the ability to meet performance and delivery requirements on systems for customers; the economic, regulatory and political instability of Brazil, Asia and certain emerging countries; and the ability to attract and retain skilled employees with high-lebel technical competencies. 

The Automotive´s automotive businesses also  could be affected by: the ability to effectively implement ITW EF&C´s automotive restructuring program and improve automotive margins; changes in consumer debt levels and interest rates; the cyclical nature of the automotive industry; moderation or decline in the automobile build rate; work stoppages; customer recall and warranty claims, product liability issues, and changes to the regulatory environment regarding automotive safety.    

ITW EF&C´s aerospace and information systems  businesses also could be affected by: the level of defense funding by the government; the termination of existing government contracts; and the ability to develop and market products and services for customers outside of the traditional aerospace and information systems markets. 

The above list of important factors is not exclusive. We caution that any forward-looking statement reflects only the beliefs of ITW or its management at the time the statement is made. ITW EF&C undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.   

You agree to review ITW EF&C SEC filings for more information on these and other factors beside those listed here that could also adversely affect ITW EF&C.

Absent governmental regulatory requirments, ITW EF&C has no obligation to publicly release any revisions to any forward-looking statements to reflect changes in events, circumstances or expectations or to reflect the occurrence of unanticipated events after the date on which such statement is made. New Factors emerge from time to time, and it may not be possible for management to predict all of factors, nor can it assess the effect of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those indicated by such forward-looking statements.   

No Representations, Legal Compliance
ITW EF&C makes no representation that content or materials in a ITW EF&C Web Site are appropriate or available for use outside the U.S.A. You agree to refrain from access to Content on a ITW EF&C Web Site from jurisdictions where such access is illegal or prohibited. If you choose to access this site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws and regulations. We are not responsible for any law violations of law or regulation by your access or use of any Content on a ITW EF&C Web Site. You must become familar with U.S.  laws and regulations on export of technical information and you agree you will not use or export Content in a ITW EF&C Web Site in violation of U.S. export laws and regulations. Any claims relating to ITW EF&C Web Site and its Content and materials shall be governed by the laws of the State of Ohio, U.S.A., without giving effect to any principles of conflicts of laws. You agree any legal action or proceeding between us for any purpose concerning this agreement or the parties´obligations shall be brought exclusively in a federal or state court in the State of Ohio. 

ITW EF&C claims the copyright interest in the compilation in all the ITW EF&C Web site Content, including without limitation, the incorporated ITW EF&C Web Sites. The laws of the United States of America and all other signatories to the Berne Convention protect the copyright from infringement and you represent that you have read, understand and agree to The U.S. copyright Act and such other applicable laws and regulations of other countries and you will not violate them in your access and use of any ITW EF&C Web Site and that you will indemnify and hold ITW EF&C harmless. Copyright @ ITW EF&C Inc. 2000.

Please note that ITW EF&C is the name and mark of ITW Inc. and may not be used without ITW EF&C´s express written permission.

1. Formation of "The Contract"
A. In these conditions the following words have the following meanings: `the Company`the member of the ITW Group that sells the Goods to the    Customer `the Customer`the person(s), firm of company who purchases the Goods from the Company `the ITW Group`ITW EF&C and any company under the direct or indirect control of ITW EF&C `Goods`any goods or services agreed to be supplied by the Company `Company Documentation`any quotation, or response to request for quotation or acceptance or acknowledgement of order or response to the Customer´s order issued by or on behalf of the Company `Contract Terms`the terms and conditions set out below and any terms and conditions set out or identified on the Company Documentation. 

B. The Contract Terms may be varied only by express agreement in writing by the Company

C. Where the Company supplies Goods under a blanket order received from the Customer, the blanket order and each release shall be subject to the Contract Terms;

D. The contract terms shall be governed by and construed in accordance with the law of the country in which the principal place of business of the Company is located. 

2. Prices
Unless otherwise expressly stated in writing,:
A. The price stated is inclusive of all discounts but exclusive of (i) packaging, delivery and carriage charges which shall be payable in addition to the prices stated if delivery is requested by the Customer, and (ii) Value Added Tax and any other taxes and duties which shall be paid by the Customer at the rate and in the manner prescribed by law from time to time

B. The Company may adjust the price stated to take account of any change in any specification made at the request of the Customer and agreed by the Company or any delay caused by the Customer. 

3. Payment  
Unless otherwise expressly stated in writing,:
A. prices are due and payable to, and at such place and in such currency as may be designated by the Company, without set-off  or counterclaim in immediately available funds 30 days from the date of the Company´s invoice.

B. On the Customer failing to make full payment when due the company shall be entitled to: (i) require future payments in advance of delivery; or (ii) refuse to make delivery of any goods or services without incurring any liability to the Customer; or (iii) terminate the contract or any outstanding release; or (iv) charge (without prejudice to any other rights of the Company) interest on the amount due at 4% per annum above the base rate from time to time of the central bank of the country in which the principal place of business of the Company is located calculated from the date due for payment.  

4. Delivery
A. The company will endeavor to complete the contract or deliver the Goods within the time agreed (if any) and if no time is agreed, within a reasonable time, and in the quantities agreed (if any) but it shall not be liable for any liabilities arising as a result of any delay in the completion of the contract or delivery of the Goods or discrepancies in quantities delivered. 
B. If the Customer fails to take delivery of goods when they are ready for delivery the Company may, at its option, either store them itself or have them stored by third parties on such terms as the Company may in its absolute discretion think fit. The cost of storage together with any additional insurance or handling charges will be added to and form part of the price for the Goods payable by the Customer. 

5. Title and Risk 
A. Title to Goods shall not pass to the Cutomer until the purchase price of the Goods have been paid in full. Until title to the Goods has passed to the Customer or until delivery of the Goods to a third party pursuant to the permission given below, the Customer will hold the Goods for the Company, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods.  
B. The Company may, at any time after payment for the Goods or any other payment due and owing to the Company under the Contract Terms has become due, take possession of the Goods
C. Risk of damage to or loss of the Goods shall pass to the Customer:

i: in the case of Goods to be delivered at the Company\u2019s premises, at the time when the Company notified the Customer that the Goods are available for collection; or

ii: in the case of Goods to be delivered otherwise than at the Company \u2019s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods. 

6. Information and Intellectual Property
A. Where Goods are manufactured in accordance with information or drawings supplied by the Customer or to its design or specification or where standard Goods of the Company are altered in accordance with the Customers instructions: (i) no warranty is given by the Company as to the suitability or fitness for purpose of the Goods, and (ii) the Customer shall indemnify the Company against all liabilities in relation to:

i: such Goods infringing any intellectual property right including without limitation patents, registered designs and copyright ("IPR");

ii: any defect in the Goods due to faults or omissions in such information, drawings, design, specification or instructions.

B. All IPR, designs, samples, tooling, drawings, models and similar items, used by the Company in relation to the Goods are and shall remain the property of the Company and such materials shall be returned by the Customer on demand, and shall be treated as confidential and shall not be used, copied, or disclosed to any third party without the Company´s prior written consent. No right or license is granted to the Customer under any IPR except the right to use or resell Goods in the ordinary course of the Customer´s business.   

7. Warranty
If, during the Warranty Period (defined below), any Goods manufactured by the Company are found upon inspection by the Company to have proved defective in material or workmanship under normal use and when properly installed, the Company will replace such Goods, provided the Company is notified in writing of the defect as soon as possible after discovery thereof during the Warranty Period and, should the company so require, the Goods are returned freight prepaid. Any cost or expense incurred by any persons removing or refitting Goods shall be borne by the Customer. Unless otherwise stated in writing the Warranty Period (referred to above) for Goods shall be 12 months from the date of delivery to the retail user or 18 months from the date of delivery to the Customer whichever is the earlier. The Warranty Period  for Goods fitted as replacement parts under warranty will be the unexpired period of the original Warranty. The warranty contained in this clause shall not apply in respect of Goods:  (i) supplied by the Company which are samples or prototype of Goods for test or evaluation purposes, and in these circumstances the Company´s only obligation shall be to endeavor to supply Goods in accordance with any specification, performance criteria or drawings agreed with the customer, 
(ii) Where the information supplied by the customer is inaccurate, (iii) Where all or part of the Goods are  supplied to the Company by a third party nominated by the Customer and a corresponding warranty does not exist or is not complied with, or (iv) Which have been subject to any unauthorised repair or replacement, modification or alteration.   

8. Limitation and Exclusion of Liability
A. The company´s obligations and liabilities to the Customer in respect of the Goods shall be limited to those set out in the Contract Terms.

B. The Company does not exclude or limit its liability (if any) to the customer for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability.

C. Subject to and without limiting (A) above, all warranties, representations and conditions and all liabilities and obligations whatever and howsoever arising, whether express, implied, statutory or otherwise are hereby expressly excluded.

D. Subject to and without limiting (A) and (C) above; the Company shall not be liable to the Customer for lost profits or incidental, indirect or consequential damages arising out of or in connection with any Goods whether supplied or not.

9. Force Majeure
Neither the Company nor the Customer will be liable for a failure to perform that arises from  causes or events beyond its reasonable control and without its fault or negligence. The party claiming the excusable delay shall give notice in writing as soon as possible after the occurrence of the cause relied on and after termination of the condition. The customer shall continue to pay for Goods delivered.

10. Assignment
The Customer shall not assign, mortgage, or otherwise dispose of any contract or any rights thereunder in whole or in part without the Company´s prior written consent.

11. Default
A. The Customer fails to pay the price when due or otherwise  breaches any contract with the Company or any ITW Company; or 
B. The Customer is unable to pay its debts as they become due, or the Customer otherwise becomes insolvent or suspends payment or threatens to do do or ceases to do business; or 
C. Steps are taken to: 

i: propose any composition or arrangement involving the Customer and its creditors generally; or
ii: obtain an administration order to appoint any receiver in relation to the Customer or any of its property; or 
iii: windup or dissolve the Customer; or 
iv: change who has control of the Customer; or

D. The Company reasonably believes that any of the foregoing is about to occur, Then: the Company may (without prejudice to its other rights hereunder or otherwise) at any time to notice to the Customer do any one or more of the following:

E. terminate, cancel and/or rescind the contract or any release and any other contracts with the Customer or  suspend any deliveries to be made under any contract with the customer, or 

F. revoke any authority to sell, use or consume any Goods the title of which has not passed to the Customer ("relevant goods") and require the Customer to return to the Company any relevant goods (and, if the Customer fails to do so, the Customer shall reimburse the Company for all costs to obtain possession of relevant goods, and re-sell any relevant goods without giving notice, or 

G. require the Customer to reimburse the Company for costs related to any purported cancellation or failure to take delivery, including without limitation the cost of any material, labor, plant, tools and any overheads used, or intended to be used, for the Customer´s order (s)

12. General 
A. The Company will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Customer a lien on all property of the Customer in the possession of the Company.

B. The Company will be entitled to set off any liability of the Customer to any ITW Company against any liability of the Company to the Customer.