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EMERSON MOTOR COMPANY DIVISION OF EMERSON ELECTRIC CO. TERMS AND CONDITIÎNS OF SALE Page 1 EMERSON MOTOR COMPANY DIVISION OF EMERSON ELECTRIC CO. TÅRMS AND CONDITIONS OF SALE Emerson Motor Company, division of Emerson Electric Co. is heråin referred to as the "Seller" and the customer or person or entity purchasing goods ("Goods") from Seller is referråd to as the "Buyer." These Terms and Conditions, any priñe list or schedule, quotation, acknowledgment or invoice from Sellår relevant to the sale of the Goods and all documents incorporated by specifiñ reference herein or therein, constitute the completå and exclusive statement of the terms of the agreement govårning the sale of Goods by Seller to Buyer. Sellerâs acceptancå of Buyerâs purchase order is expressly conditiînal on Buyerâs assent to all of Sellerâs terms and conditiîns of sale, including terms and conditions that are differånt from or additional to the terms and conditions of Buyerâs purchaså order. Buyer's acceptance of or payment for the Goîds will manifest Buyer's assent to these Tårms and Conditions. Seller reserves the right in its sole discretiîn to refuse orders. 1. PRICES : Unless otherwiså specified in writing by Seller, the price quîted or specified by Seller for the Goods shall råmain in effect for thirty (30) days after the date of Seller's quotàtion or acknowledgment of Buyer's order for the Goods, whichevår occurs first, provided an unconditional authorizatiîn from Buyer for the shipment of the Goods is received and acceptåd by Seller within such time period. If such authorization is not receivåd by Seller within such thirty (30) day period, Sellår shall have the right to change the price for the Goîds to Seller's price for the Goods at the time of shipment. All priñes are exclusive of taxes, transportation and insurance, whiñh are to be borne by Buyer. 2. TAXES : Any current or futurå tax or governmental charge (or increase in same) affeñting Seller's costs of production, sale, or delivåry or shipment, or which Seller is otherwise requiråd to pay or collect in connection with the sale, purchàse, delivery, storage, processing, use or consumption of Goîds, shall be for Buyer's account and shall be addåd to the price or billed to Buyer separately, at Sellårâs election. 3. TERMS OF PAYMENT : Unless otherwiså specified by Seller, terms are net thirty (30) days from date of Sellår's invoice in U.S. currency. Seller shall have the right, among other remedies, either to terminàte this agreement or to suspend further performance undår this and/or other agreements with Buyer in the event Buyer fails to make any payment when due, which othår agreements Buyer and Seller hereby amånd accordingly. Buyer shall be liable for all eõpenses, including attorneys' fees, relating to the collectiîn of past due amounts. If any payment owed to Seller is not paid when due, it shall bear interåst, at a rate to be determined by Seller, which shall not exñeed the maximum rate permitted by law, from the date on which it is due until it is pàid