1. BUYER’S ACCEPTANCE OF OFFER FOR SALE – This Offer for Sale constitutes Seller’s offer to Buyer and must be accepted in writing by Buyer by the issuance of a “Purchase Order” delivered to and received by Seller. Any terms or conditions proposed in any document pertaining to Buyer’s acceptance, specifically including Buyer’s Purchase Order, which add to, vary from or conflict with the terms herein are hereby objected to and shall be void, unless they are specifically agreed to in writing and signed by an Officer of VIC. These Terms and Conditions of this Offer for Sale constitute the entire agreement between the parties with respect to this subject and supersede any other oral or prior written agreements on this subject.

2. BUYER’S ACCEPTANCE OF GOODS – The furnishing by Seller of a Product according to FCA (Free Carrier – Named Place) Incoterms from either VIC’s Ronkonkoma, NY, facility or any one of VIC’s authorized distributor facilities (collectively “VIC Facilities”), to Buyer shall constitute acceptance of that Product by Buyer, unless notice of defect or nonconformity is received by Seller within thirty (30) days of delivery thereof. Notwithstanding the foregoing, any use of a Product by a Buyer, its agents, employees, contractors or licensee, for any purposes, after delivery thereof, shall constitute acceptance of that Product by Buyer. Seller may repair or, at its option, replace defective or nonconforming parts after receipt of notice of defect or nonconformity.

3. SELLER’S TESTING OF STANDARD PRODUCTS AND CUSTOM SYSTEMS – Additionally, performance for all quotations or proposals for standard products and custom systems will be tested and documented at VIC. Such testing is independent of any Buyer part variation or production environment variables.

a) Standard Products are tested at final inspection and documented in the Final Inspection Report included with Standard Products;
b) Custom Systems are tested and documented as part of Run-Off Inspection procedures prior to shipment. At Seller’s discretion, Buyer may be given advance notification of an intended run-off date, at which time Buyer may inspect the Custom System. If Buyer attends the run-off, Ownership transfers upon run-off completion and Buyer’s signature on a VIC Acceptance Form and the Products will be shipped and payment will be due as quoted. If Buyer elects to waive attendance at the run-off inspection, the Products will be deemed to have met Buyer’s requirements and the Products will be shipped and payment will be due as quoted.

4. PRICE – All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face of the quotation. In case of a conflict between the terms and conditions stated herein and those appearing on the face of Seller’s quotation, the latter control. Seller’s prices and quotations are subject to the following: (a) All published prices are subject to change without notice; (b) All shipments will be billed at prices in effect on the date of acceptance of Buyer’s order;
(c) Unless otherwise stated in writing by Seller, all prices quoted shall be exclusive of transportation, insurance, duties and taxes (including, without limitation, any use tax, sales tax or similar tax); (d) Stenographical, typographical and/or clerical errors are subject to correction; (e) Prices quoted are for products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller’s standard tests, and other than normal domestic commercial packaging unless expressly agreed to in writing; and (f) All quoted prices are subject to adjustment for increase in the costs of materials, components and/or labor at the time of shipment or installation.

5. PAYMENT – Standard terms of payment, unless credit is granted, pre-payment in full is due at the time of Buyer’s Purchase Order. If credit is granted: a) For Standard Products, all payments are due in full thirty (30) days from the date of invoice therefore (“Net 30”). b) For Custom Systems, payment is due according to the following schedule (“20/30/40/10, Net 30”): with 20% of the Purchase Price being due thirty (30) days from the date of Seller’s receipt of Buyer’s Purchase Order; and 30% of the Purchase Price being due thirty (30) days from the date of Buyer’s design approval; and 40% of the Purchase Price being due thirty (30) days from the date of Seller’s Run-Off Inspection; and the final 10% of the Purchase Price being due thirty (30) days from the date of Buyer’s final acceptance of the Product, unless otherwise agreed to in writing on the VIC Quote and VIC Formal Order Acknowledgment.
Past due balances shall be subject to a service charge of 1.5% per month (18% annum) but not more than the amounts allowed by law. Partial shipments will be billed as made and any payments thereon are subject to the above terms. Seller may cancel or delay, at Seller’s discretion, delivery of products in the event Buyer fails to make prompt payments therefore, or in the event of an arrearage in Buyer’s account with Seller.

6. TAXES – Any manufacturer’s tax, retailer’s occupational tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax fee or charge of any nature whatsoever, imposed by any governmental authority on, or measured by, the transaction between Seller and Buyer shall be paid by Buyer in addition to the quoted and/or invoiced price. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing them.

7. PACKAGING – In the absence of specific instructions from Buyer, all products shall be prepared by Seller for shipment (“Packaged”) to Buyer in a manner which follows good commercial practice, acceptable to common carriers for shipment at the lowest rate which is adequate to ensure safe arrival. Seller shall not be liable for unavoidable delays in Packaging caused either directly, indirectly, or in any manner, by fires, flood, accidents, riots, acts of God, war, governmental interference or any other cause or causes which are beyond Seller’s control or which Seller cannot remedy without economic hardship.

8. RISK OF LOSS/SHIPMENT – All Products are delivered to Buyer FCA (named place) from either VIC’s Ronkonkoma, NY, facility or any one of VIC’s authorized distributor facilities (collectively “VIC Facilities”). Unless agreed upon in writing, title and risk of loss shall pass to Buyer at this point. Compliance with the laws and regulations of the country of origin and the country of destination must be strictly adhered to by Buyer with respect to international shipments. Buyer and Seller shall cooperate in obtaining all necessary approvals, licenses, and other documentation required for such international shipments.

9. STORAGE – If the Products are not shipped by Buyer within thirty (30) days after notification has been made to Buyer that the Products are ready for shipping, for any reason, including but not limited to, Buyer’s failure to give shipping instructions, Seller may store the machinery at Buyer’s risk in a warehouse or yard or upon Seller’s premises and Buyer shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices thereafter.

10. INSTALLATION SERVICES – When specified, the services of a competent service engineer to supervise the starting and/or installation or erection of the equipment, and to instruct Buyer’s representative in its operation, are included. These services will be supplied for a specified number of days based on the then current hourly rate for in-plant time plus travel time and travel and living expenses. Extra charges may apply for overtime, Saturday, Sunday and holidays. Travel time and expenses are charged to and from VIC’s facility in Ronkonkoma, NY or any one of VIC’s authorized distributor facilities. If such services are required for a period in excess of the stated time, Buyer shall pay for such additional services at the specified rate per day plus additional living expenses and travel expenses as may be incurred by reason of the extension of the period of service. The repair or replacement of parts will be charged in addition to services performed, unless parts are covered under the VIC warranty. Surplus materials by Seller remain Seller’s property and will be disposed of by Seller. Seller will not be responsible for work done or materials furnished by Buyer for Seller’s benefit without written orders signed by authorized representatives of both parties at agreed upon total rates. Back charges will not be recognized without Seller’s prior written approval.

11. ENGINEERING CHANGES – If Buyer requires changes to be made to any Custom System which has already been ordered and has received Buyer’s design approval, VIC will issue an Engineering Change Order Quote for the additional engineering time, material and shop time required for fabrication as a result of the change. VIC must receive buyer’s Engineering Change Order Purchase Order (with Net 30 payment terms) before VIC will resume work on the Custom System again.

12. RETURN POLICY – Seller’s Return Policy varies
depending on the Product:

a) Spare Parts – VIC will accept returns on Spare Parts that are in new condition (have not been used or damaged) if returned within sixty (60) days of receipt. Customers will be assessed a 25% restocking charge on all accepted returns. VIC will determine, after receipt and careful inspection, whether or not to accept a product for return/credit. Returns/Credits will not be processed on used or damaged products. Used or damaged product received from customers will be returned to the customer promptly with an explanation as to why they were not accepted.
b) Standard Products – VIC will accept returns on Standard Products that are in new condition (have not been used or damaged) if returned within thirty (30) days of receipt. Customers will be assessed a 25% restocking charge on all accepted returns. VIC will determine, after receipt and careful inspection, whether or not to accept a product for return/credit.
c) Custom Systems – VIC will not accept returns on any Custom System or any parts that were manufactured or installed as part of any such Custom System, unless otherwise agreed to in writing on the VIC Quote and VIC Formal Order Acknowledgment.

13. INTELLECTUAL PROPERTY – Right and title to all specifications, drawings, design, data, ideas, methods, information, know-how, patterns and/or inventions, made, conceived, developed or acquired by Seller incident to procuring and/or carrying out this contract shall vest in, and inure to the benefit of, Seller. Buyer agrees not to give, loan, exhibit or sell to any other party or interest, any invention, specification, drawing, design, photograph, pattern or specification furnished by Seller, or any reproduction thereof, which will enable any other party or interest, other than Seller, to furnish similar equipment or parts thereof.

14. SOFTWARE/FIRMWARE POLICY – All Software and/or Firmware (the “Software/Firmware”) contained in the Product(s) is copyrighted and/or contains proprietary information protected by law. All Software/Firmware, and all copies thereof, are and shall remain the sole property of Seller or its suppliers. Seller hereby grants Buyer a personal, non-transferable and non-exclusive right to use the Software/Firmware on a single machine, subject to the following: a) Buyer shall not use the Software/Firmware other than in connection with the operation of this product; b) Buyer shall not modify, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software/Firmware; c) Buyer is permitted to make a single archive copy, provided the Software/Firmware shall not be otherwise reproduced, copied, or disclosed to others in whole or in part. Any such copy shall contain the same copyright and proprietary marking appearing on the original Software/Firmware and shall be either returned to Seller or destroyed upon termination of this Agreement; d) Buyer shall not export the Software/Firmware or underlying technology in contravention of applicable U.S. and foreign export laws and regulations; e) Buyer agrees to use Buyer’s best efforts to ensure that any user of the Software/Firmware complies with the terms and conditions of this Software/Firmware policy, and refrains from taking any steps, such as reverse assembly or reverse compilation, to derive the source code equivalent of the Software/Firmware; f) Use of the Software/Firmware anywhere except in the United States may, in addition to the terms and conditions of this Agreement, be subject to the terms and conditions of a separate written agreement signed by Buyer.

15. LIMITED PARTS AND LABOR WARRANTY – VIC warrants to the original  purchaser that the Products shall  be free from defects in workmanship for a period of  twelve (12) months from the date of FCA, Ronkonkoma, delivery by Seller. Products may not be returned without first obtaining a Return Merchandise Authorization (RMA#) from Seller. It is Buyer’s obligation to report any suspected defect as soon as possible after discovery. Support service will be provided as soon as practicable to work with Buyer’s personnel to remedy a suspected defect. If within such period, any Products shall be proved to Seller’s satisfaction to be defective (Seller shall have sole discretion as to the applicability of this warranty in each particular case), Seller’s obligation under this warranty is limited to repairing or replacing, at Seller’s option, any defective non- consumable parts. Consumable parts are specifically excluded from this warranty. All Products returned for warranty inspection must be securely packaged  and shipped prepaid by Buyer. The Products will be inspected upon receipt for shipping damage and Buyer shall be notified by Seller if such damage has occurred. In the event of shipping damage, it is Buyer’s responsibility to notify and file damage claims with the delivery company. After receipt of Products at the VIC Facility, VIC will perform a warranty inspection and VIC will determine the extent or existence of defect. If VIC determines that VIC’s warranty does not apply, Buyer shall return ship the Products at Buyer’s expense and VIC reserves the right to charge Buyer for the reasonable cost of the warranty inspection.

This warranty is conditioned upon Buyer furnishing satisfactory evidence the Product(s) alleged to be defective has been properly maintained and correctly operated under normal conditions with competent supervision and within the operating limits for which such Products are offered and sold. This warranty shall not apply to any Product that has been subjected to misuse, abuse, neglect or improper storage, handling or maintenance, or modifications or repairs by any party other than VIC, or an authorized VIC representative. Repairs required to remove foreign material from the valves or test circuit may not be covered under the terms of this warranty. Other manufacturers’ component parts installed in or on the Products are products of reputable manufacturers sold to Seller under their respective brand or trade names and shall carry the standard guarantee of the manufacturer thereof, if any, and Seller shall not be responsible for any defective part thereof. If a service person is required to visit Buyer’s site, a purchase order from Buyer to Seller will be required to cover the cost of such service call in the event that the item serviced is not covered by the applicable warranty. No on- site service is available for standard test machines unless the cost is prepaid by Buyer. If support service is not successful in correcting the problem, the Products shall be returned to VIC at Buyer’s cost.

The foregoing warranty shall not apply to any consumable products, nor shall it apply to any apparatus, part or component that has been repaired other than by Seller or an authorized Seller representative. Seller shall not be subject to any other obligations or liabilities whatsoever with respect to equipment, parts or services, manufactured, furnished or refurbished by it, quality or quantity of purchaser’s products or manufacturing processes or lines or any undertakings, acts or omissions relating thereto. Except as expressly stated herein, VIC makes no warranty, express or implied, whether of merchantability or fitness for a particular purpose or use or otherwise, with respect to any products.

16. LIMITATION OF LIABILITY – In no event shall Seller be liable for direct, indirect, special, incidental or consequential damages arising from any source, such as, but not limited to, loss of profits, damage to or loss of other property, downtime costs, delay expenses, overhead, capital costs, claims or costs of Buyer’s customers, injury to persons or death, or damages to any property. Buyer agrees to use reasonable care to avoid hazards. Seller expressly disclaims loss or damage caused by Buyer’s improper use of the Products. Except to the extent provided in the Limited Warranty, above, Seller shall not be liable for any claim or loss arising out of or related to this Offer for Sale or the Products provided pursuant hereto, whether such claim allegedly arises or is based on contract, warranty, tort (including negligence), strict liability in tort or otherwise. Buyer’s sole and exclusive remedy against Seller and its distributors or sales representatives shall be the repair or replacement of defective parts as provided herein. In the event that any limited warranty or disclaimer of liability is found to be unlawful or inapplicable, or to have failed of its essential purpose, Seller’s liability shall be strictly limited to the amount paid by Buyer for the Products.

17. SAFETY REQUIREMENTS – Buyer hereby covenants that the Products sold hereunder shall be operated by Buyer’s employees and agents utilizing all light curtains, LOTO (lock out tag out) guards, warning signs and other safety devices and safety procedures that are provided with or are a part of the Products, including but not limited to, Seller’s Instructional Safety Compact Disk provided with the Products. Please refer carefully to Seller’s Instructional Safety Compact Disk for important safety information and instructions. In addition to any other rights Seller may have against Buyer for breach of this covenant, no warranty on the Products whatever, express  or implied, shall be applicable in the event such covenant is breached. Buyer further agrees: a) That disconnections, disassembly or nonuse of any of the guards, warning signs or other safety devices provided with or which are part of the Products constitute a substantial change in  the Products; and b) That Buyer shall indemnify and hold harmless Seller from all claims for damages and injuries made by any and all parties through the use of such substantially changed Products.

18. INDEMNITY – Buyer shall defend and indemnify Seller, its employees, agents and invitees against all damages, liabilities, claims, losses and expenses (including attorney’s fees) from property damage, personal injury or death, or any economic loss arising out of or resulting from: a) any actual or alleged infringement of any patent, copyright, trade secret, trademark, drawing or registered design, or b) any act or omission of Buyer, its agents, employees or subcontractors.

19. CANCELLATION – Buyer’s purchase order, when accepted by VIC with VIC’s formal order acknowledgement, shall not, for any reason, be cancelled in whole or in part by Buyer without VIC’s prior written consent. If VIC consents to cancellation, Buyer shall pay VIC reimbursement for all the applicable costs incurred and the reasonable allowance for profit as stated by VIC in its written consent to cancellation by Buyer. Seller reserves the right to immediately cancel and/or unilaterally rescind the resulting contract for sale, in whole or in part, without liability, if Buyer fails to perform as specified herein, or breaches any of the terms or conditions hereof.

20. SEVERABILITY – If any part of the Offer for Sale is found by any competent authority to be invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of the Offer for Sale will remain in full force and effect.

21. WAIVER – No delay or omission by Seller exercising any right or remedy shall constitute a waiver of such right or remedy, or prejudice the right of Seller to enforce such right or remedy at any subsequent time.

22. REMEDIES – The rights and remedies provided to Seller herein shall be cumulative and in addition to any other rights and/or remedies available to it at law or in equity.

23. NOTICE – Any notice, approval or consent required or permitted hereunder shall be in writing, effective only upon receipt by the party being served, and deemed to have been duly given if mailed by registered or certified mail, postage prepaid, or delivered by overnight courier service with tracking capabilities to the respective address of the party as set forth in the Offer for Sale (or such other address a party may designate by ten (10) days prior written notice).

24. APPLICABLE LAW – These terms and the sale of the Products hereunder are governed by the laws of the State of New York and all disputes arising from or related to said terms or products shall be subject to the exclusive jurisdiction of the State of New York, County of Suffolk or in the U.S. District Court for the Eastern District of New York, without reference to any conflict of laws principles that may require the application of the laws of a different jurisdiction, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, provided, however, that Seller may commence an action in any jurisdiction where Buyer or its assets may be located, for an injunction, collection or similar relief to enforce the provisions hereof. In addition, all orders are subject to applicable U.S. Government laws and regulations relating to the export of goods, services and technical data to foreign countries. The applicability of the UN Convention on the International Sale of Goods is hereby expressly excluded.

Last updated: 27 July 2018