TERMS AND CONDITION OF SALE

TERMS AND CONDITION OF USE

BY VISITING, BROWSING, SHOPPING, ACCESSING OR OTHERWISE USING THIS WEB SITE (THE "SITE") OPERATED BY VIC International Corporation YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Important Information About This Legal Contract
You agree to this User Agreement, and all of its terms and conditions, by visiting, browsing, shopping, accessing or otherwise using the Site. These terms and conditions are subject to change without prior notice at any time, in VIC International Corporation's sole discretion. By visiting, browsing, shopping, accessing or otherwise using the Site after a change has been posted to the Site, the Customer accepts that change. Customers should check this User Agreement and the Privacy Pledge frequently

Acceptance of Contract Terms
This User Agreement, and all of its terms and conditions, constitute a legal contract between you and VIC International Corporation (References to "you" or "your" shall relate to a customer of VIC International Corporation or other party that visits, browses, shops, accesses or otherwise uses the Site (the "Customer"); references to "VIC International Corporation" shall relate to VIC International Corporation and its affiliates.) By visiting, browsing, shopping, accessing or otherwise using this site ("Site"), you acknowledge that you have read, understood, and agree to be bound by this User Agreement and comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to this User Agreement, as it may be changed by VIC International Corporation from time to time, do not use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties. This Site is controlled and operated by VIC International Corporation from its offices within the United States. VIC International Corporation makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is not authorized. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of TN without regard to conflict of law rules. You consent to jurisdiction of the federal and state courts located in KNOX County, TN to hear any such claims.

Access, Interference and Linking
VIC International Corporation grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except as provided below under "Use Restrictions," or with express written consent of VIC International Corporation.
The following activity on the Site is expressly prohibited: Any non-personal or commercial use of any robot, spider, other automatic device, or manual process to monitor or copy portions of the Site or the content contained herein without prior written permission by VIC International Corporation; collection or use of any product listings, descriptions, or prices, from the Site for the benefit of another merchant that supplies products competitive with or comparable to those offered on the Site; and, Any use of, visits to, or other action that imposes an unreasonable or disproportionately large load on the Site, or otherwise interferes with its proper and timely functioning.

Any unauthorized use terminates the license granted by VIC International Corporation.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site so long as the link does not portray VIC International Corporation, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any VIC International Corporation logo or other proprietary graphic or trademark as part of the link without express written permission.
VIC International Corporation does not review or control third-party sites that link to or from the Site, and is not responsible for the contents of any third-party sites linked to or from the Site.

Use Restrictions
The copyright in all material provided on this Site is held by VIC International Corporation or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of VIC International Corporation or the copyright owner. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded or printed materials. You also may not, without VIC International Corporation 's prior written permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
All trademarks and registered trademarks are the sole property of their respective owners. Photographs courtesy of respective manufacturers. VIC International Corporation and the Circle of Service logo are trademarks of VIC International Corporation Copyright © 2002 VIC International Corporation.

Microsoft and the Passport Logo are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries and are used under license from Microsoft.

Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VIC International Corporation BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF VIC International Corporation OR A VIC International Corporation AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Arbitration
By accessing the Site and using the information therein available and/or by purchasing any products or services made available through this Site, you agree with VIC International Corporation, its service providers, agents, employees, successors, assigns, affiliates, parents, subsidiaries and any content provider or offer or of goods or services on this Site or through any other associated activity, that ANY CLAIM OR DISPUTE UNDER THE USER AGREEMENT AND ANY CLAIM OR DISPUTE THAT YOU MAY HAVE AGAINST ANY OF THESE PERSONS OR ENTITIES, WHETHER RELATED TO THE DESCRIBED TRANSACTIONS OR OTHERWISE, INCLUDING THE ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION under the Code of Procedure of ARBITRATION-FORUM.COM (the "Code") in effect at the time the claim is filed. The Code is available at http://www.arbitration-forum.com or can be obtained by calling 1-800-753-9448. Notwithstanding any choice of law provision included in this User Agreement, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16) and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. §§ 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Knoxville, TN. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.

Privacy
Please review our Privacy Notice, which also governs your visit to this Site.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use the Site only with a parent or guardian. VIC International Corporation reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

Communications to VIC International Corporation
Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by VIC International Corporation for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, VIC International Corporation is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to VIC International Corporation or the Site for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information.

Copyright Complaints
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact:
VIC International Corporation
PO Box 12310
Knoxville TN, 37912
Phone: 800-423-1634
Fax:
Email: buyvic@vicintl.com

Disagreement with These Terms and Conditions
If you disagree with any of the terms and conditions of this User Agreement, please do not visit, browse, shop, access or otherwise use this Site.

PLEASE READ THESE TERMS AND CONDITIONS OF SALE ("SALE AGREEMENT") VERY CAREFULLY.

THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH VIC International Corporation. IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

Important Information About This Legal Contract
This Sale Agreement is a legal contract between the Customer and VIC International Corporation. The Customer accepts this Sale Agreement by making a purchase, placing an order, or otherwise shopping on the Site. (References to "you" or "your" shall relate to the Customer; references to "VIC International Corporation" shall relate to VIC International Corporation and its affiliates.) The terms and conditions of this Sale Agreement are subject to change without prior notice, except that the terms and conditions posted on the Site at the time the Customer initially places or modifies an order will govern the order in question.

This Sale Agreement constitutes the entire agreement between the Customer and VIC International Corporation relating to the purchase or sale of goods or services on the Site. The Sale Agreement may only be modified or terminated with regard to goods or services that have been purchased or sold on the Site in a writing signed by VIC International Corporation. Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sale Agreement. The Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting VIC International Corporation at the address provided below.

In the event of any conflict between the terms and conditions stated on your purchase order and this Sale Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sale Agreement and our invoice shall control.

Governing Law
THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN KNOX COUNTY, TN FOR PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS SALE AGREEMENT.

Title; Risk of Loss
Title to goods herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser. Loss or damage that occurs during shipping by a carrier selected by VIC International Corporation is VIC International Corporation's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).

Export Sales
If goods herein being purchased are being purchased for purposes of export, the Customer must obtain from the federal government certain export documentation before shipping to a foreign country. In addition, manufacturers' warranties for exported goods may vary or even be null and void for goods exported outside the United States. The Customer should inquire further regarding any questions. Any and all liability is only for the products purchased.

General Legal Disclaimer
VIC International Corporation HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY VIC International Corporation IN NO WAY AFFECTS THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.

Internet Disclaimer
Internet connectivity requires access services from an Internet access provider. Contact your local access provider for rates, terms and conditions.

56K Disclaimer
56K modems are capable of 56Kbps downloads, however, current regulations limit download speed to 53Kbps.

Third-Party Product and Y2K Disclaimer
All products sold by VIC International Corporation are third party products and are subject to the warranties and representations of the applicable manufacturers, including but not limited to Y2K compliance. Accordingly, VIC International Corporation makes no representation or warranty with respect to the Y2K compliance of products sold.

Terms
• Minimum late fee is $10.00 per month.
• Orders can be shipped using Visa, MasterCard, American Express, Discover or Pay Pal

Damages
Claims for merchandise damaged in transit must be filed with the delivering carrier, not VIC International Corporation. Please check all cartons carefully.

Returned Goods Authorization
Return authorization must be secured from VIC International before any merchandise may be returned for credit. We will credit you for any item returned UNUSED for any reason within 30 days of invoice date. Items must be in resellable condition and in the original manufacturers carton whenever possible. Any accessories that were included with the purchased item, example: wrenches for hand tools, must also be returned.

Package items in a manner to prevent shipping damage. Please write your return authorization number on the
outside of the package and include a copy of your invoice. NOTE: Return authorization numbers are valid for 30 days after the date issued. Returned items that exhibit obvious misuse will be returned to the sender at their expense. Special orders or standard products modified to a
customer's specification cannot be returned. All items returned are subject to evaluation by VIC International
personnel before any credit is issued.

Ship to:
VIC International Corp.
Attention: Returns Dept
231 East Emory Road
Powell, TN 37849

Freight
You are responsible for all freight charges including return freight to VIC International unless it was shipped in error, in which case we will issue a call tag at our expense. Returns sent to us freight collect or COD will be refused.

Restocking Fee
A restocking fee of 25% will be assessed to items returned after 30 days, not in original or damaged packaging, unclean or deemed not sellable in the returned condition.

Product Changes / Warranties
Unless otherwise specified, each item is subject to a limited manufacturer warranty. We are not responsible for manufacturer changes in product or specifications. We honor all manufacturer warranties. However, most manufacturers do not give us the authority to automatically replace or issue credit for the material returned to us. In most cases, we must return the item to the manufacturer who reserves the right to repair the product and return it to you versus issuing a replacement. Please read your owners manual (where applicable) for details.

Refunds
Once our evaluation is completed and we determine a refund is due, we will promptly credit your account in the same manner you purchased the item (i.e. credit card or check).

Special Orders
Special orders or standard products modified to a customer's specification can not be returned. A 50% non-refundable deposit is required.

Prices
F.O.B. VIC warehouses or manufacturer's warehouse. Prices subject to change without notice.

Shortages
Open and inspect all cartons upon receipt. Claim for shortages will only be honored when reported promptly. (Maximum 24 hours from receipt.)

Liability
Important Notice: The following is made in lieu of all warranties, expressed or implied: VIC International Corporation and/or manufacturer's only obligation shall be to replace such quantity of the product proved to be defective provided that such guarantees or replacement are a stated policy of the manufacturer. VIC International and/or manufacturer shall not be liable for any injury, loss or damage, direct, incidental or consequential, arising out of the use of or the inability to use the product. Before using, user shall determine the suitability of the product for its intended use, and user assumes all risk and liability whatsoever in connection therewith. The foregoing may not be altered except by an agreement signed by officers of VIC International Corporation.

Stocking
VIC International Corporation attempts to maintain an adequate inventory of products. However, the appearance of a product in this catalog is not a guarantee that the product is "in stock" at any given time.

Guarantees
Our policy regarding the above is covered under "liability" (see above). VIC International Corporation will make every attempt to qualify all manufacturer's
products and solicits your aid in advising us of any product problems or deficiencies. We maintain a policy of guaranteed customer satisfaction.

Cautions / Warnings
Please read and follow the directions found on all labels and elsewhere for the products we sell. Some items are hazardous if used improperly. MSDS sheets are available on all products. HMIS / HAZMAT information is also available.

Items Returned for Repair or for Replacement
VIC International Corporation will do everything within its power to repair or replace items that are damaged or do not perform properly. Obvious misuse will result in product being returned to sender. Most manufacturers do not give us the authority to automatically replace or issue credit for material returned to us. In most cases, we must return the item to the manufacturer. Manufacturer reserves the right to repair the product and return it to you, rather than replacing or issuing credit. Replacement products are subject to being invoiced to you until we receive your material back in our warehouse. If it is our fault, we will issue a pick-up at our expense. Once we have received your return, credit considerations will be made.