TERMS OF PAYMENT

Terms for authorized dealers appointed to handle Emerson Air Comfort Products are Net 30 days.

Products listed in the price sheet are authorized to be sold at the "Dealer Net" price only to authorized Emerson Air Comfort Products Dealers appointed to handle Emerson Air Comfort Products.

CONDITIONS OF SALE

1. Acceptance and Agreement

The provisions on the face hereof and these Terms and Conditions of Sale constitute the entire agreement between Emerson Air Comfort Products and the Purchaser and supersede all other communications between the parties, whether written or oral. No purported modification or waivers of the provisions hereof shall be binding on Emerson Air Comfort Products for any purpose unless contained in writing, signed by an authorized representative of Emerson Air Comfort Products. The provisions hereof shall be deemed to have been accepted by the purchaser's acceptance of all or any part of the products covered hereby. All orders shall be subject to acceptance by Emerson Air Comfort Products at its headquarters in St. Louis, Missouri.

2. Prices

3. Order Write-up

Purchaser's order must include Emerson Air Comfort Products catalog, number, quantity, price and any other pertinent information which applies to this order.

4. Credit Terms

Granting of credit is subject to approval of the Emerson Air Comfort Products Credit Department. To avoid delay in shipping, Purchasers who are not satisfactorily rated in Dunn & Bradstreet, or whose credit has not been previously established with Emerson Air Comfort Products, should submit the names and addresses of three commercial references, the name and address of the Purchaser's bank, and a financial statement.

5. Payment Terms

Payment at due date is a prerequisite to future deliveries. Failure to pay relieves Emerson Air Comfort Products, at its option, from all obligations to make future deliveries. In the event of payment default, all unpaid balances, obligations or indebtedness shall become immediately due and payable and subject to a monthly finance charge of 1-1/2%. All finance charges will not exceed local state regulations.

6. Freight and Shipping Schedule

3. All claims for errors or shortages must be made in writing within ten days of receipt for goods.

7. Drop Shipment Policy

It is Emerson's intention to fully support our Dealers in their respective markets. Occasionally, this requires drop shipments in order to accommodate the end-user. Emerson will process drop shipment orders at the request of our Commitment Dealers for a surcharge of $20 per order. Emerson, however, reserves the right to refuse direct shipment orders to destinations outside the dealer's normal trading area.

8. Changes and Cancellations

Requests for change of orders, including cancellations, shall be submitted in writing, allowed at Emerson Air Comfort Products' sole discretion, binding only when evidenced by writing signed by Emerson Air Comfort Products, and conditioned upon Purchaser's payment of Emerson Air Comfort Products' reasonable change charges.

NOTE: Any change requested on non-stock material made later than two weeks after acknowledgment to date, will be subject to a charge up to 100% of the price to cover the change or cancellation.

9. Title

Delivery of goods to a carrier by Emerson Air Comfort Products, consigned to Purchaser or as Purchaser may direct, shall constitute transfer of title, ownership, possession and property in and to the goods at such point of delivery, and such carrier shall thereafter be deemed to be acting for Purchaser and the goods shall thereafter be at Purchaser's risk.

10. Limited Warranty

All products covered by this Price Sheet are warranted against defects in workmanship and materials for one year from date of sale, except for motors in selected ceiling fan models which are warranted against defects in workmanship and materials for extended periods of time. See the specific limited warranty included in the owner's manual packed with each fan. These warranties do not apply to damage from accident, misuse, or alteration: nor where the connected voltage is more than 5% above the nameplate voltage; nor to equipment improperly installed or wired or maintained in violation of the Instruction Sheet. These warranties are valid only in the fifty states of the United States. No other written or oral warranty applies. No employee, agent, dealer or other person is authorized to give any warranties on behalf of Emerson Electric Co.

The customer shall be responsible for all costs incurred in the removal or reinstallation and shipping of the product for repairs. Within the limitations of these warranties the customer should contact Carroll Appliance, authorized Emerson Service Center, at 1-800-654-3545. We will replace parts, or the unit, at our option, at no charge to you with return freight paid by Emerson. It is agreed that such repair or replacement is the exclusive remedy available from Emerson Electric Co. and that EMERSON IS NOT RESPONSIBLE FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL AND CONSEQUENTIAL DAMAGE. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you.

This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

11. Limitation of Remedy and Liability

The sole and exclusive remedy for breach of any warranty hereunder (other than the warranty provided under Section 10) shall be limited, at Seller's option, to repair, correction, or replacement under Section 10. Seller shall not be liable for damages caused by action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), shall Seller's liability to Buyer and/or its customers exceed the price paid by Buyer for the specific goods provided by Seller giving rise to the claim or cause of action. Buyer agrees that in no event shall Seller's liability to Buyer and/or its customers extend to include incidental, consequential, or punitive damages. The term "consequential damages" shall include, but not be limited to loss of anticipated profits, business interruption, loss of use or revenue, cost of capital or loss or damage to property or equipment.

It is expressly understood that any technical advice furnished by Seller with respect to the use of the Goods is given without charge, and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Buyer's risk.

12. Returned Goods

1. Goods sold hereunder may be returned only with written permission of Emerson Air Comfort Products. If permission is granted, a Material Return Authorization (MRA) and identification tag will be issued through an Emerson Air Comfort Products Sales Representative. When requesting MRA, include all motor and catalog numbers shown on equipment.
2. All returns must be made with transportation charges prepaid and are subject to Emerson Air Comfort Products inspection prior to acceptance. If return is approved, Emerson Air Comfort Products will charge not less than 25% of the Purchaser's net price for handling, repackaging, and refurbishing.

13. Nuclear Provision

GOODS SOLD HEREUNDER ARE NOT FOR USE IN ANY NUCLEAR AND RELATED APPLICATIONS. Buyer accepts goods with the foregoing understanding, agrees to communicate the same in writing to any subsequent purchaser or users and to indemnify, hold harmless and defend Seller from any claims, losses, suits, judgements and damages, including incidental and consequential damages, arising from such use, whether the cause of action be based in tort, contract or otherwise including allegations that the Seller's liability is based on negligence or strict liability.