Thank you for taking the time to learn about Vacuum Instruments Corporation (VIC) legal policies. This is where you’ll find information about our various terms and policies. If you still have questions after reading them, contact us.

This Website, including its content (images, code, data, etc.), is the sole property of Vacuum Instruments Corporation, LLC (VIC). Vacuum Instruments Corporation, LLC (VIC) has and continues to invest significant resources in the creation, augmentation and maintenance of this Website and specifically retains all right, title and interest in and to its content.
Reusing Our Images – Unlicensed use of our images, or other content, is strictly prohibited.

Regular Use – In the absence of a commercial license, your use of the contents of this Website is limited to and governed by the following:

You may access and view our Website on your computer or other device and make single copies or prints of the images and other content of our Website for your personal, internal use only.
Your use of our Website does not grant you ownership of any content (images, code, data, etc.) which you may access on or through our Website.
You are not authorized to use, reuse or re-transmit any content (images, code, data, etc.) from our Website without our express written permission.
You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or re-purpose, any of the content (images, code, data, etc.) on or available through the Website, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or an other proprietary ocntent or proprietary rights notices.
The trademarks, logos, service marks and slogans displayed on our Website, or on content available through the Website, are registered and unregistered trademarks of Vacuum Instruments Corporation, LLC and others, and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders and which are likely to cause customer confusion or that disparages or discredits their rights holders in any manner. Your misuse of said content is strictly prohibited.
You agree that if you include a link from any other Website to the Vacuum Instruments Corporation, LLC Website, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Website. You are not permitted to link directly to any image hosted on the Website or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another Website.
You agree to defend, indemnify and hold Vacuum Instruments Corporation, LLC, and its affiliates’, directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Website, your placement of transmission of any message, content, information, software or other materials through the Website, or your breach or violation of the law or of these terms of use.
You agree that any dispute concerning your use of the Website shall be governed by the laws of the State of New York and shall be settled by binding arbitration to held in Suffolk County, New York.
Last Updated: July 16, 2018

PLEASE READ THIS PRIVACY POLICY CAREFULLY BEFORE USING THIS WEBSITE. YOUR USE OF THIS WEBSITE INDICATES THAT YOU ACCEPT THIS PRIVACY POLICY.

1. Our Commitment to Privacy

Vacuum Instruments Corporation, LLC and its subsidiaries (“VIC”) believe that online privacy is crucial for the ongoing success of the Internet as a service, commercial and entertainment medium. VIC recognizes the need for the appropriate protection and management of personally identifiable information that you provide us. We respect the importance of individual privacy and value the confidence of our customers, employees, job applicants and other visitors to the website located at vicleakdetection.com (“Website”) who may choose to provide personally identifiable information to us through the Website. The globalization of business in this increasingly electronic economy makes the collection of personally identifiable information of individuals a necessity. It is our goal to balance the benefits of e-commerce with the preservation of individual privacy rights. This Privacy Policy will assist you to understand what types of information we may collect through the Website, how that information may be used, and with whom the information may be shared. This Privacy Policy does not govern the personally identifiable information collection, handling, or use of any other site other than this Website.

2. Collecting Your Information

For the purposes of this Privacy Policy, “personally identifiable information” means information concerning a natural person which, because of name, number, personal mark, or other identifier, can be used to identify such natural person, but only to the extent such information is (1) collected by VIC through this Website directly from the natural person in question; and (2) is maintained by VIC in an accessible form. Personally identifiable information includes (i) a first and last name, (ii) a home or other physical address, including street name and name of a city or town, (iii) an e-mail address, (iv) a telephone number, (v) a social security number, and (vi) employment related information consisting of resumes and applications.

In the course of your use of this Website, VIC may collect personally identifiable information from you that includes (1) your first and last name, (2) a home or business mailing address, (3) an e-mail address, (4) a telephone number, and (5) employment information.

Generally, you may browse this Website without being required to provide us any of your personally identifiable information. However, in some circumstances, we may request that you provide personally identifiable information. Although your response to such a request is completely voluntary, there are times when you may be required to provide personally identifiable information to us, such as when you contact us through the Website contact form or when you respond to job opportunities available with VIC. These functions may not be available to individuals who elect not to provide the information requested.

3. Use of Your Information

VIC may use the personally identifiable information it collects from you during the course of your use of the Website for a variety of business and marketing purposes including, without limitation, (1) responding to requests for service(s) or service information, (2) processing orders, (3) conducting transactions, (4) record-keeping and archival purposes pursuant to applicable law, (5) promoting Website development, (6) customer service purposes, (7) employment inquiries made by users of the Website, (8) promotional programs, and (9) to contact and correspond with you for legal, marketing, and other business purposes.

Additionally, pursuant to your acceptance of this Privacy Policy and by providing VIC with your contact information, you hereby acknowledge, agree, and consent to receiving communications from VIC via email, regular mail, telephone number, or other means, for purposes of, among other things, (1) receiving marketing material, promotional offers, events, and news related to VIC, and (2) to correspond with you regarding any transactions you may have completed or attempted to complete on the Website or otherwise with VIC. Please note that your access or use of the Website or right to purchase products from VIC is not conditioned upon your consenting to receive e-mail communications from VIC, and that you may opt-out of receiving future e-mail communication from VIC (i) by contacting us as described in section 13, or by (ii) clicking the “unsubscribe” link in any VIC e-mail communication e-mailed to you.

VIC may also collect non-personally identifiable information such as domain information, internet protocol address, browser, operating system, date and time, and specific pages you visit as a part of our analysis of the use of the Website. This data enables us to become more familiar with which customers visit our Website and web pages, how often they visit, and what parts of the Website they visit most often. VIC uses this information to improve our web-based offerings and improve the overall quality of the online experience, including product monitoring and product improvement, and does not combine it with your personally identifiable information. This information is collected automatically and requires no action on your part. To these ends, we may merge information about you into group data, which may then be shared on an aggregated basis with our clients and or advertisers; but Vacuum Instruments Corporation, LLC will not disclose your individual identity or personal and/or business data without your permission. When VIC. does present aggregated information to outside companies, no one will be able to identify or contact you.

4. Disclosure of Your Information

You expressly consent to VIC sharing the information that you have provided, as described herein, across borders and from your country of residence or jurisdiction to other countries around the world, with its (1) business partners, (2) affiliates, (3) subsidiaries, (4) legal representatives, (5) sales agents, (6) independent contractors, and (7) third-party vendors and suppliers for VIC’ business purposes described in section 3.  If you do not want personally identifiable information disclosed you may “opt out” of future contacts at any time by unsubscribing from our database by contacting us, as described below in section 13. Notwithstanding anything stated to the contrary herein, VIC will not share your personally identifiable information with third parties for third parties’ direct marketing purposes that are unrelated to VIC products.

VIC may share personally identifiable information with companies that provide support services to VIC, and these companies are not authorized to use personally identifiable information for any purpose other than pursuant to the services provided to VIC, but VIC does not control these companies. VIC also reserves the right to share your personally identifiable information to respond to duly authorized information request of governmental authorities or where required by law.

5. Promotions

We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) through the Website that may require registration. By participating in a Promotion, you are agreeing to the terms, conditions or official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name and/or state of residence in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, personally identifiable information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winners list.

6. Public Forums

We may offer chat rooms, message boards, bulletin boards, blogs or similar public forums where you and other users of our Website can communicate. The protections described in this Privacy Policy do not apply when you provide information (including personally identifiable information) in connection with your use of these public forums. We may use personally identifiable information and non-personally identifiable information about you to identify you with a posting in a public forum. Any information you share in a public forum is public information and may be seen or collected by anyone, including third parties that do not adhere to our Privacy Policy. Accordingly, you should have no expectation of privacy for any information you post on public areas of the Website; if this is a concern, you should not participate in posting information to public areas of the Website. We are not responsible for events arising from the distribution of any information you choose to publicly post or share through the Website.

7. Collecting Your Information Through Cookies

Some pages on the Website use “cookies,” which are small files that are placed on your hard drive by the Website for identification purposes. These files are used for user login and customization for when you visit the Website. Cookies identify you to the Website and are used to load your preferences and track the pages you visit. Cookies allow the Website to remember important information what will make your visit to the Website more useful and help improve your future visits. If your browser is set up to automatically accept cookies then your browser will add this small file to your hard drive. Most web browsers allow you to modify the way cookies are handled. You may be able to configure your web browser to warn you when it receives a cookie in order to be given a choice to accept or reject a cookie, or your browser may be configured to automatically refuse cookies. Each browser is different. Refer to the “Help” menu of your browser to learn how to change your cookie preferences. By not accepting cookies, you may have to manually input user IDs and passwords to access certain information on this Website, and some pages may not fully function.

8. Links to Third Party Sites

This Website may contain links to other third party websites (“Third Party Sites”). You acknowledge that VIC has not reviewed these Third Party Sites, has no control over such Third Party Sites or the content thereof, and is not responsible for any of these sites or their content. Accordingly, you acknowledge and agree that access to any Third Party Site is at your own risk and VIC shall have no liability therefor. VIC is not responsible for the accuracy, reliability or completeness of any information, data, opinions, advice or statements made on these Third Party Sites. Neither VIC nor its affiliates shall be liable for any damages or injury arising out of or relating to the content of any Third Party Site or your use thereof, and same are hereby waived. VIC provides these links merely as a convenience and the inclusion of such links does not imply an endorsement, sponsorship or recommendation by VIC of anything contained on Third Party Sites, or its products or services. VIC reserves the right to terminate any link at any time.

Each Third Party Site has separate privacy and data collection practices independent of this VIC Privacy Policy. Accordingly, please carefully review the data collection policies on each Third Party Site that you visit.

Moreover, a Third Party Site may provide a link to this Website (“Links”). This does not indicate an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with VIC. In most cases, VIC is not aware that a third party has linked to this Website.

VIC cannot guarantee that any of the Third Party Sites or Links will be free from any viruses, time bombs, trojan horses, worms or any other damaging computer programming routines or harmful components. Moreover, VIC does not make, and you hereby expressly waive, any and all representations and warranties with respect to the Third Party Sites and Links, and the availability, use, content, accuracy, reliability, or the results of the use of, the Third Party Sites and the Links, and same are hereby waived, and , VIC hereby disclaims all warranties, express or implied, arising by operation of law or otherwise in connection therewith, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.

9. Children Under Age 13

The Website is not directed to children and persons under the age of 13 are not permitted to use the Website. Accordingly, VIC has no actual knowledge that it collects personally identifiable information from anyone under the age of 13. In the event that we learn that information has been collected from a child under age 13 without verification of parental or guardian consent, that information will be deleted promptly. If you believe that we might have any information from or about a child under 13, please contact us as described in section 13.

10. Storing Your Information

If you choose to provide us with personally identifiable information, you consent to the transfer and storage of that information on our servers located in the United States. VIC will retain your personally identifiable information for as long as necessary to fulfill the purpose(s) for which it was collected and to comply with applicable laws. In that regard, your consent to such retention of your personally identifiable information by VIC remains valid after termination of our relationship with you.

11. Securing Your Information

VIC uses commercially reasonable efforts to make the collection and security of the personally identifiable information collected from you during your use of this Website consistent with this Privacy Policy. Although “guaranteed security” does not exist either on or off the Internet, VIC makes reasonable efforts to endeavor to maintain physical, electronic, and procedural security measures to safeguard your personally identifiable information.

Other than the personally identifiable information you provide to us during the course of using the Website, any material, information or other communication you transmit or post to our Website will be considered non-confidential and non-proprietary (“Communications”). Except as otherwise provided by applicable law that cannot be waived, VIC will have no obligations with respect to the Communications. Accordingly, you hereby acknowledge and agree that Communications will not be entitled to any security or privacy protection by VIC and that VIC has no obligation to protect the security or privacy of Communications. VIC and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

12. Changing Our Privacy Policy

This VIC Privacy Policy became effective as of the date set forth above. VIC reserves the right to make changes to this Privacy Policy from time to time. We will update the effective date posted at the top of this webpage and post an updated Privacy Policy for any changes we make. Any changes to this Privacy Policy are effective immediately after being posted by VIC. We recommend that all visitors and users of this Website re-visit this Privacy Policy page occasionally to learn of any new privacy practices or changes to our policy. Your continued use of this Website constitutes an act of acceptance of any changes to this Privacy Policy.

13. Contacting Us

If you have any questions, comments, or complaints regarding this Privacy Policy, or if you would like to correct, amend, update, or delete your personally identifiable information in our possession, please contact us. Our contact information is as follows:

Vacuum Instruments Corporation, LLC
2101 Ninth Avenue, Ronkonkoma, NY 11779
Attn: Privacy & Security

Email address: communications@vicleakdetection.com

14. Acceptance & Terms of Use

VIC will deem that your independent decision to access and use the Website constitutes an act of acceptance to the terms and conditions of this Privacy Policy and that you have given your permission to us to collect, use, and disclose your information in accordance herewith.

The Terms of Use accessible by hyperlink at the bottom of this Website’s home page governs your use of this Website (the “Terms”). The Terms contain important provisions disclaiming and excluding the liability of VIC regarding your use of this Website and provisions determining the applicable law and exclusive jurisdiction for the resolution of any disputes regarding your use of this Website. Each of these provisions applies to any disputes that may arise in relation to this Privacy Policy and the collection, use and disclosure of your personally identifiable information, and are of the same force and effect as if they had been reproduced directly in this Privacy Policy.

Last Updated: July 16, 2018

Vacuum Instruments Corporation, LLC and its affiliated entities worldwide (herein referred to collectively as “VIC, LLC” or “the Company”) are committed to the highest standards of product quality and business integrity in their dealings with customers and suppliers. Compliance with legal and ethical standards is the responsibility of everyone in the supply chain ecosystem at every level.

All VIC, LLC Employees are expected to conduct themselves towards VIC, LLC Customers and Suppliers at all times with the highest standards of honesty, fairness, and personal integrity, with adherence to all applicable laws and avoidance of the perception or appearance of impropriety or conflict of interest. “Customer” means any business, company, corporation, person, or other entity that has purchased or seeks to purchase any kind of goods or services from VIC, LLC and includes Customer’s employees, agents, and other representatives. “Supplier” means any business, company, corporation, person, or other entity that sells, or seeks to sell, whether directly or indirectly, any kind of goods or services to VIC, LLC, and includes the Supplier’s employees, agents, and other representatives.

1. STATEMENT OF ETHICS POLICY

VIC, LLC expects all Employees to use only legitimate practices in commercial operations and in promoting the Company. As stated below, “kickbacks” or “bribes” intended to induce or reward favorable buying decisions are unacceptable and prohibited.

No Employee of VIC, LLC acting on the Company’s behalf shall, in violation of any applicable law, offer or make directly or indirectly through any other person or firm any payment of anything of value (in the form of compensation, gift, contribution or otherwise) to:

1.1. Any Customer of VIC, LLC and/or any person or firm employed by or acting for or on behalf of any Customer, whether private or governmental, for the purpose of inducing or rewarding any favorable action by the customer in any commercial transaction; or

1.2.  Any Supplier of VIC, LLC and/or any person or firm employed by or acting for or on behalf of any Supplier, whether private or governmental, for the purpose of inducing or rewarding any favorable action by the customer in any commercial transaction; or

1.3. Any governmental entity, for the purpose of inducing or rewarding action (or withholding of action) by a governmental entity in any governmental matter.

In utilizing consultants, agents, sales representatives or others, VIC, LLC will employ only reputable, qualified individuals or firms under compensation arrangements, which are reasonable in relation to the services performed. VIC, LLC will issue from time to time criteria and procedures to be utilized in international transactions with respect to the selection and compensation of sales representatives.

Consultants, agents or representatives retained in relation to the provision of goods or services to the federal government must agree to comply with all laws, regulations and Company policies governing employee conduct.

The provisions of this section are not intended to apply to ordinary and reasonable business entertainment or gifts not of substantial value, customary in local business relationships and not violative of law as applied in that environment. VIC, LLC Employees, Customers and/or Suppliers are expected to exercise sound discretion and control in authorizing such nominal business entertainment and gifts.

When Customer organizations, Supplier organizations, governmental agencies, or others have published policies intended to provide guidance with respect to acceptance of entertainment, gifts, or other business courtesies by their employees, such policies shall be respected.

2. COMPLIANCE WITH ANTITRUST LAWS

The antitrust laws of the United States and other countries are relevant to many business decisions, and the consequences of violations anywhere can be seriously injurious to both the Company and to the individuals involved. Several provisions of the antitrust laws of the United States contain penal provisions under which employees who authorize or engage in acts in violation of such laws are personally subject to substantial fines and imprisonment. Violation of any of the provisions is an offense, which may subject the Company and the individual(s) involved to severe penalties.

Each manager must accept the challenge to have the Company excel competitively at the point of market confrontation; for, apart from legal penalties, Company growth and profitability objectives would be frustrated by arrangements with other business firms, which restrict VIC, LLC’s competitive initiative.

Officers, managers and other key employees are expected to develop in employees a sense of commitment to comply with this policy. The antitrust compliance environment within such a key employee’ s assigned area of responsibility will be a significant factor in evaluating the quality of that individual’s performance.

2.1. Statement of Antitrust Policy

It is the objective of the Company to comply with the antitrust laws of the United States and other countries applicable to its business operations, and to hold employees in management positions personally and strictly accountable for taking the measures necessary to achieve this objective within their areas of responsibility.

2.2. Compliance With Section 1 of the Sherman Act

In furtherance of this Policy and specifically in furtherance of compliance with Section I of the Sherman Act:

2.2.1. No employee shall enter into any understanding or agreement, whether expressed or implied, formal or informal, written or oral, with a competitor limiting or restricting any of the following aspects of the competitive strategy of either party or of the business offering of either party to any third party or parties: Prices; Costs; Profits; Product or Service offerings; Terms or conditions of sale; Production or sales volume; Production facilities or capacity; Market share; Decisions to quote or not to quote; Customer or supplier classification or selection; Sales territories; or Distribution methods.

2.2.2. No employee shall enter into any understanding or agreement with a purchaser or lessee of a product sold or leased by the Company which restricts the right of the purchaser or lessee to determine the price at which to resell or lease such product; nor shall any employee enter into such an agreement when the Company is the purchaser or lessee of a product.

2.2.3. The following understandings may be violative of the antitrust laws under certain circumstances and may be entered into by an employee of the Company only if the agreement has been reviewed by Company legal counsel in advance of execution and in the opinion of counsel is not in violation of law:

2.2.3.1. Understandings with any Customer or Supplier which condition the sales or purchases of the Company on reciprocal purchases or sales by the Customer/Supplier;

2.2.3.2. Understandings with any purchaser or lessee of a product of the Company which in any way restrict the discretion of the customer to use or resell the product as the customer sees fit;

2.2.3.3. Understandings with anyone which restrict the discretion of either party to manufacture any product or provide any service, or to sell to, or buy from, any third party.

2.3. Discussions And Exchange Of Information With Competitors

Communication with a competitor on subjects as to which an understanding with the competitor would be illegal is, in antitrust litigation, likely to serve as important evidence of the existence of an understanding, particularly if the communication is accompanied or followed by similarity of action. The prohibitions set forth below are thus intended to avoid antitrust prosecutions which, though based on merely circumstantial evidence, may nevertheless be difficult to defend successfully.

Accordingly, no employee shall discuss with a competitor or any third party acting for a competitor, or otherwise furnish to or accept from a competitor or any third party acting for a competitor, information on any subject as to which an understanding with the competitor is prohibited by Section 2.2, above, on compliance with Section I of the Sherman Act unless, in the opinion of Company legal counsel, such discussions or transmittal of information would neither violate the antitrust laws nor furnish a reasonable basis for inferring such a violation. This paragraph does not preclude obtaining competitive information from independent third-party sources who are not acting for a competitor in transmitting the information. However, certain other legal and policy restrictions applicable to transactions with the federal government limit the competitive information that may be obtained from a third-party source.

2.4. Participation in Trade Associations and Other Meetings with Competitors

2.4.1. No employee shall attend or remain present:

2.4.1.1. At any surreptitious meeting of competitors;

2.4.1.2. At any meeting where there is a discussion by competitors of any subject which the Company’s employee is precluded from discussing by the Section 2.3 above on Discussions and Exchange of Information with Competitors; or

2.4.1.3. At any informal meeting of competitor members of a trade association held for the purpose of discussing business matters without observing the formal procedural requirements established by such trade association for its business meetings.

2.4.2. Employees should also be aware that participation in standard development and product certification activities, which impact competitors or suppliers, may raise antitrust concerns. Before participating in committees or organizations which develop standards or certify products, employees should consult with Company legal counsel.

3. VIOLATIONS OF THIS POLICY

3.1. Violations of the Policy are grounds for discharge, order cancellation or other disciplinary action, adapted to the circumstances of the particular violation and having as a primary objective furtherance of the Company’s interest in preventing violations and making clear that violations are neither tolerated nor condoned.

3.2. Disciplinary action will be taken, not only against individuals who authorize or participate directly in a violation of the Policy, but also against:

3.2.1. any Employee, Customer or Supplier who may have deliberately failed to report a violation of the Policy;

3.2.2. any Employee, Customer or Supplier who may have deliberately withheld relevant and material information concerning a violation of this Policy and

3.2.3. the violator’s managerial superiors, to the extent that the circumstances of the violation reflect inadequate leadership and lack of diligence.

3.3. Where an employee is accused of violating the antitrust laws, and the employee has relied in good faith on the advice of Company legal counsel after full disclosure of the material facts, no disciplinary action may be taken against the employee under this Policy; and the Company may, within the limits permitted by law, assist in the employee’s defense.

4. REPORTS AND PERIODIC REVIEWS

Any Employee who is requested to engage in any activity which is or may be contrary to this Policy will promptly report such information to the manager to whom the individual reports, or, if the employee was so directed by the manager, then to VIC, LLC’s Chief Financial Officer.

Any Employee who acquires information (for example, newspaper reports, reports from customers, or statements of individuals involved) that gives the employee reason to believe that any VIC, LLC Employee is engaged in conduct forbidden by this Policy, or that any sales representative, distributor, or other person or firm representing the Company in any transaction is engaged in the type of conduct (whether or not in connection with a transaction involving the Company or its products) which, if engaged in by an employee of the Company, would violate this Policy, will promptly report such information to the employee’s manager or to VIC, LLC’s Chief Financial Officer.

Any manager receiving any such report, will promptly consult with VIC, LLC’s Chief Financial Officer and thereafter will, after appropriate investigation, take timely remedial or other action as warranted under the provisions of this Policy. Such manager will also promptly report the matter to VIC, LLC’s Chief Executive Officer.

An Employee’s, Customer’s or Supplier’s actions under this Policy are significant indications of their judgment and competence. Accordingly, those actions constitute an important element in the evaluation of the Employee, Customer or Supplier for position assignments, promotion or continued and future business. Correspondingly, insensitivity to or disregard of  the principles of this Policy will be grounds for appropriate management disciplinary action, to potentially include termination of employment or order  cancellation.

Last updated: 27 July 2018

All Vacuum Instruments Corporation, LLC (“Vacuum Instruments Corporation”, “VIC”), created editorial content, information, software, photos, video, graphics, music, HTML, XHTML, CSS, sounds, tones or other material (collectively, “Content”) on this site are protected by U.S. copyright and international treaties and may not be copied without the express permission of Vacuum Instruments Corporation, which reserves all rights. All Content is copyrighted as a collective work under the U.S. copyright laws, and Vacuum Instruments Corporation owns a copyright in the selection, coordination, arrangement and enhancement of such Content (sometimes known as “look and feel” or “presentation layer”). This includes our color combinations, button shapes, layout, content management and administration system and banners, and all other graphical elements.

Re-use of any of our Content for any purpose other than your own personal and non-commercial use is strictly prohibited. You may not modify, transcode, adapt, publish, transmit, remove any copyright, trademark, or other proprietary notices, participate in the transfer or sale, create derivative works, add a wrapper comprised of any combination of header, footer, sidebars, navigation, or advertising; or in any way exploit, any of the content, in whole or in part. You may not upload, post, reproduce or distribute content protected by copyright or other proprietary right, without obtaining permission of the copyright owner. The materials from our site are available for personal, informational and noncommercial uses only. Permission to use VIC Content is granted on a case-by-case basis.

Trademark Information
“VIC LEAK DETECTION”, “VEECO”, and the Vacuum Instruments Corporation logo are trademarks of Vacuum Instruments Corporation, that may be registered in certain jurisdictions. Other trademarks displayed on the Vacuum Instruments Corporation Website (as defined in the Terms of Service) are trademarks of their respective owners.

Trademarks identify VIC products and services. You may make fair use of our trademarks in advertising and promotional materials, and in referring to our products and services (for example, in a magazine article) without our permission, provided you follow standard trademark usage practices and provide proper attribution. Other uses require our written permission. Please make such requests by e-mail.

Without limiting the generality of the foregoing, you may never use our trademarks in the following ways:

  • In a non-VIC product name or publication title.
  • In, as, or as part of your own trademarks.
  • To identify products or services that are not VIC’s.
  • To cause confusion.
  • To suggest inaccurately that we sponsor, endorse, or are otherwise connected with your activities, products, or services.
  • To disparage VIC.
  • In any other manner that VIC or its users find offensive.

When you use our trademarks, please include the following attribution:

  • [VIC TRADEMARK HERE] is a registered trademark of Vacuum Instruments Corporation, LLC.
  • [VIC TRADEMARK HERE] and [VIC TRADEMARK HERE] are registered trademarks of Vacuum Instruments Corporation, LLC.

Except as noted above, you may not use, copy, or redistribute VIC logos without written or electronic permission from VIC. If you do not have a pre-existing agreement with Delivr, you may request permission for logo use, but such permission is granted only infrequently. Send your request for permission to use a VIC logo to legal@vicleakdetection.com . Please include a description of your company, why and how you want to use it, and a mock-up showing the proposed use.

Restriction
VIC claims no responsibility for the accuracy, content, or availability of information accessed or linked to through use of its service. In addition, we encourage users to determine what restrictions the authors and providers of linked-to web sites have placed upon use of the information contained in those web sites, and to abide by all restrictions placed on that information by the information authors and providers.

You may elect to download third-party software that we may link to or index, but please remember that VIC does not create, endorse, or sponsor that software. If you download any third-party materials that we index or link to, you do so completely at your own risk. If you plan to download any software, please be sure to read the copyright and licensing information first.

Claims of Copyright Infringement
VIC respects the intellectual property of others, and we ask our users to do the same. VIC may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide VIC’s Copyright contact with the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the site;
  • your address, telephone number, and e-mail address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  • Please contact VIC’s Copyright contact for Notice of Claims of Copyright Infringement by mail as follows:

Vacuum Instruments Corporation, LLC
2101 Ninth Avenue
Ronkonkoma, NY 11779
Attention: Copyrights & Patents

This contact information is only for reporting copyright infringement. Contact information for other matters is provided elsewhere on this site.

Patent Notices
Vacuum Instruments Corporation, LLC products, system or portions thereof are covered by the following U.S. patents.

Last Updated: July 16, 2018

THESE PURCHASE ORDER STANDARD TERMS AND CONDITIONS APPLY TO ANY VACUUM INSTRUMENTS CORPORATION, LLC (“VIC”) PURCHASE ORDER TO WHICH THEY ARE PHYSICALLY OR ELECTRONICALLY ATTACHED OR IN WHICH THEY ARE INCORPORATED BY REFERENCE. ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS FROM A SUPPLIER OR SELLER ARE HEREBY REJECTED, UNLESS APPROVED IN WRITING AND SIGNED BY AN OFFICER OF VIC.

As used herein, “Buyer” means VIC, and/or its subsidiaries or affiliates, and “Seller” means the seller of the goods, equipment or services (“Products”) that are the subject of this purchase order (“P.O.”).

1. ACCEPTANCE – This P.O. constitutes Buyer’s counter offer to Seller and must be accepted in writing by Seller. If Seller fails to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to this P.O. shall constitute acceptance by Seller of this P.O. and all of the terms and conditions. Any terms or conditions proposed in any document pertaining to Seller’s acceptance, specifically including Seller’s “Invoice”, which add to, vary from or conflict with the terms herein are hereby objected to and shall be void unless they are approved in writing and signed by a duly authorized representative of Buyer. The terms and conditions of this P.O. constitute the entire agreement between the parties with respect to this subject and supersedes any other oral or written agreements on this subject.

2. PACKAGING AND SHIPMENT – All products shall be prepared for shipment (“Packaged”) by Seller according to Buyer’s instructions. After the Products have been properly Packaged, Seller shall contact buyer for shipping instructions. All shipments shall be accompanied by a delivery slip, itemized as to materials, time and rate of labor, if applicable. All shipments shall be DDP (Delivery Duty Paid) Buyer’s premises set forth in the P.O. Title and risk of loss shall pass to Buyer at the DDP point; provided, however, that the risk of loss shall remain with the Seller as to any of the Products which are not accepted by Buyer, which are rejected by Buyer, or as to which Buyer’s acceptance has been revoked. Compliance with the laws and regulations of the country of origin and the country of destination must be strictly adhered to by Seller with respect to international shipments. Buyer and Seller shall cooperate in obtaining all necessary approvals, licenses, and other documentation required for such International shipments.

3. DELIVERY – Time is of the essence. Delivery of Products shall be strictly in accordance with the schedule set forth in this P.O., or if not specified herein, then as otherwise specified by Buyer, and Seller will report any delivery delays to Buyer immediately. Receipt of such report shall not operate as a waiver of any of Buyer’s rights hereunder.

4. BUYER’S RIGHT OF INSPECTION – Buyer’s payment for Products shall not constitute acceptance thereof. All Products are subject to Buyer’s inspection at Buyer’s premises before acceptance. Products not rejected by written notification to Seller within thirty (30) days of receipt shall be deemed to have been accepted. Buyer shall have the right (a) to reject all Products which are non- conforming to the description thereof in this P.O. or
(b) to accept such Product with a reasonable reduction in price. If Buyer returns any Products to Seller pursuant to this Section 4, Seller shall bear the entire risk of loss for, and shall pay all costs associated with the shipment of, such Products.

5. CANCELLATION – Buyer reserves the right to immediately cancel this order, in whole or in part, without liability, if Seller fails to perform as specified herein, or breaches any of the terms or conditions hereof. In such event, Buyer shall be entitled to obtain the Products ordered herein from another supplier, with any excess cost resulting therefrom chargeable to Seller. Any partial cancellation shall not affect Seller’s obligations with respect to the portions of this P.O. not cancelled.

6. INVOICES – Seller shall submit separate invoices for each purchase order. Each invoice shall reference its VIC P.O. # and shall be itemized as to quantity, price and total amount. Payment is normally made 45 days from the date which Seller’s invoice was issued (Net 45).

7. WARRANTY – In addition to any specific warranties extended by Seller to Buyer, Seller warrants that Seller is transferring good title to the Products and that the Products conform to the specifications, drawings, samples or other description upon which this P.O. is based. Seller further warrants that their published specifications and samples and shall be free from claims or liens of third parties, including without limitation any mechanics liens or other encumbrances. This warranty shall run to Buyer, its successors, assigns and customers and users of the goods or services.

8. INDEMNITY – Seller shall defend and indemnify Buyer, 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 or registered design, or b) any act or omission of Seller, its against, employees or subcontractors.

9. 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 Purchase Order (or such other address a party may designate by ten (10) days prior written notice).

10. CANCELLATION/SEVERABILITY/WAIVER – Buyer reserves the right to immediately cancel and/or unilaterally rescind the resulting contract for sale, in whole or in part, without liability, if Seller fails to perform as specified herein, or breaches any of the terms or conditions hereof. 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. No delay or omission by Buyer exercising any right or remedy shall constitute a waiver of such right or remedy, or prejudice the right of Buyer to enforce such right or remedy at any subsequent time.

11. 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. 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

EVERY OFFER OR PROPOSAL TO SELL, ACCEPTANCE OF OFFER TO PURCHASE, CONFIRMATION OF SALES AGREEMENT AND SALE OF PRODUCTS BY VACUUM INSTRUMENTS CORPORATION, LLC (“VIC” AND/OR “SELLER”) IS CONDITIONED ON ASSENT BY THE CUSTOMER (“BUYER”) TO THESE STANDARD TERMS AND CONDITIONS OF SALE, WHICH MAY NOT BE VARIED OR WAIVED EXCEPT BY WRITTEN AGREEMENT SIGNED BY AN OFFICER OF VIC.

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

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Last Updated: July 16, 2018