I purchased the axiom randonnee aero 40's from ae bike at $127. I think I got free shipping as well, but don't quote me on it.http://www.aebike.com/Axiom-Randonee...k_p_59244.html they are not waterproof in the way ortliebs are. In other words you can't submerge them. However all the seems are ultra sonically welded and the external pocket has a waterproof zipper. The quality feels good. I spent a long time researching bags and was desperate for a bag to commute with when I got these last May. I have been happy with my purchase. I live in Florida where it pours in the summer and so far I've had no rain in my panniers. Axiom also has the typhoon series which I believe functions like a dry bag similar to the ortliebs.
http://www.aebike.com/Axiom-Typhoon-...k_p_49111.html