TERMS OF SALE

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All orders placed with V.I.O., Inc., (hereinafter "V.I.O.") of V.I.O.'s products or services ("Product") are expressly made conditional on the assent of the purchaser (hereinafter "Buyer") to these Terms and Conditions of Sale ("Terms"). Additional or different terms in Buyer's purchase order or any other verbal or written attempt by Buyer to vary, modify or add to these terms and conditions of sale, whether by prior, contemporaneous or future communication, are expressly rejected. The placement of an order of Product by Buyer constitutes acknowledgement and acceptance of these terms and conditions of sale, including, but not limited to, the foregoing two sentences.

1. Prices and Terms Of Payment
1.1 Unless otherwise specified by V.I.O., in writing, Prices and Terms of payment shall be those set forth in the applicable Price schedule ("Price"). V.I.O. reserves the right to change or withdraw prices for the Product or services it offers for sale without prior notice. Partial shipments of Product or performance made will not obligate V.I.O. to make further shipments or performance at the same prices. No C.O.D.'s.

1.2 Prices are in United States dollars (USD) payable in Marquette, Michigan USA unless otherwise specified.

1.3 Acceptable forms of payment are Visa, Master Card, American Express, Discover, Certified or Cashiers Check, Company Check, or Money Order. V.I.O. may accept payment on Open Account of 2% 15 Days, Net 30 Days in its discretion. No C.O.D.'s.

2. Taxes and Duties
2.1 V.I.O. will charge and collect applicable state and local sales tax for any shipments of Product to an address within Michigan. Sales tax will not be charged or collected for shipments to other states, and it is the Buyer's sole responsibility to remit applicable sales and/or use tax in accordance with the laws of his/her home state.

2.2 Proof of tax exempt status must be on file with V.I.O. in order for any transaction to be tax exempt.

3. International Orders
3.1 V.I.O. prefers credit cards as payment for International orders less than $1,000 USD. EFT payments will be allowed at V.I.O.'s discretion and will include a $25.00 surcharge.

4. Title and Delivery
4.1 Title and risk of loss to all Products will pass to Buyer upon shipment from V.I.O.�s shipping location.

5. Limited Warranty and Disclaimer
5.1 V.I.O. warrants its Product against defects in material or workmanship for 1 year from date of purchase unless otherwise specified. V.I.O.'s Product warranty is limited to the replacement or repair of the defective item at no charge if we determine such item to be defective. If the Product unit is replaced, it will be replaced with a new or, at our option, refurbished Product unit. This limited warranty shall not apply to any Product item subject to misuse, including static discharge, failure by Buyer to follow instructions, product modification, ordinary wear and tear, negligent or improper operation, or which have been installed or soldered or altered during assembly or use and are not capable of being tested or resold. Modification, repair, or attempted repair of Product by anyone other than V.I.O. without the written permission of V.I.O. will void this limited warranty. V.I.O.'s limited warranty is also voided on any Product that is found to have an altered or tampered with serial number. Defective items must be shipped by Buyer to V.I.O. prepaid. V.I.O. will ship the return or replacement or refurbished Product item to the Buyer using UPS Ground services. If the Buyer shipped the item to V.I.O. using express services, V.I.O. will match the service level for the return. If Buyer wishes to have the item express shipped to them, V.I.O. will charge the Buyer for the upgraded shipping charges.

EXCEPT AS PROVIDED ABOVE, V.I.O. MAKES NO OTHER WARRANTY TO BUYER, EITHER EXPRESS OR IMPLIED. ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED, EVEN IF V.I.O. HAS BEEN ADVISED OF SUCH A PURPOSE.

6. Limitation of Liability and Remedies
6.1 IN NO EVENT SHALL V.I.O. BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY (EXPRESS OR IMPLIED), CONTRACT, NEGLIGENCE OR STRICT LIABILITY AND ARISING IN ANY WAY IN CONNECTION WITH THE DESIGN, MANUFACTURING, ASSEMBLY, SALE, USE OR REPAIR OF THE PRODUCT, EVEN IF V.I.O. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. V.I.O.'S LIABILITY ARISING OUT OF THE DESIGN, MANUFACTURING, ASSEMBLY, DELIVER, NON-DELIVERY, SALE, USE OR REPAIR OF THE PRODUCT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PURCHASES HEREUNDER.

7. Excusable Delays/Force Majeure
7.1 V.I.O. is not responsible for any delay in performance and/or shipment cause by circumstances beyond its control, including without limiting the generality of the foregoing, to the extent caused by an act of God, outbreak of hostilities (whether or not war is declared), insurrection, riot, civil disturbance, government act of regulation, fire, flood, explosion, production delays, accident, theft, climatic conditions, shortage of material, strike, lockout or trade dispute (whether V.I.O. or another party's employees), third party supplier's actions, or other causes beyond V.I.O.'s reasonable control. If deliveries of Product are suspended for six months or more, V.I.O., at its option, by written notice to Buyer, without liability or penalty and without relieving Buyer of its obligation to pay for any Product which has been delivered, can cancel the order with respect to any undelivered Product.

8. Special and Custom Orders
8.1 Products assembled or modified at Buyer's request are considered Special Orders or Custom Orders. No Special or Custom Orders may be returned.

9. Return Policy
9.1 Any Product item, other than Special or Custom Orders, purchased from V.I.O. may be returned within thirty days of purchase for any reason for a refund, exchange, or credit towards another V.I.O. purchase. The returned items must be in original condition and packaging. All original warranties, instructions, and accessories must be accompanied by the original sales receipt. Return freight must be prepaid. No C.O.D. returns will be accepted. V.I.O. may refuse a refund or exchange or assess a charge for used or incomplete merchandise returned or exchanged. Items showing use or abuse will be returned by V.I.O. to Buyer. Returns or exchanges will not be made for items marked "as is" or "clearance." Refunds will be made by the same method as used to purchase the item. Refund checks may take up to 14 working days to process.

9.2 Return Merchandise Authorization ("RMA") policies are subject to revisions. Contact the RMA Department regarding policies and returns. All returned merchandise requires an RMA number. To obtain an RMA number, contact V.I.O. Customer Service (10am - 5pm EST Monday-Friday) at 906.226.9393. Your RMA number must be clearly marked on the OUTSIDE of the returned package. Packages returned without this RMA number will be refused. Once the RMA number has been assigned, it is important to return the Product within two weeks otherwise, the RMA number will become void and the parcel will be refused. You must obtain a new RMA if you are unable to make delivery to our address within two weeks.

9.3 If Products are to be returned to V.I.O. pursuant to this Section 9, Buyer may be subjected to 10% restocking fee, in V.I.O.'s sole discretion. This includes duplicate shipments, refused/unclaimed shipments, etc., items ordered by mistake, not shipped, not fitting application, and unsuitability for particular application or design. No refunds on special or custom orders.

10. Inspection of Products and Damage or Shortage Claim
10.1 Products shall be inspected by Buyer upon delivery before signing. Notice of rejection or claim for shortages, damaged Product, or other nonconformity must be reported by Buyer to V.I.O. in writing within ten (10) days of receipt of shipment. In case of concealed damage or loss, retain all packing material for inspection by the carrier. Any damage, loss, shortage, or other discrepancy with your requested order must be reported immediately. V.I.O. will not be responsible for damaged parcels which are not inspected by the carrier. All sales are FOB from Marquette MI, USA.

11. Refurbished Products
11.1 V.I.O. reserves the right to replace defective Products with refurbished Products, at its sole discretion.

12. Attorney's Fees
12.1 V.I.O. shall be entitled to recover from Buyer any and all costs incurred by it to enforce its rights hereunder, including, but not limited to, any and all costs of collection and actual attorneys fees.

13. Waiver, Alteration, or Modification
13.1 No waiver, alteration, or modification of any of the provisions hereof shall be binding on V.I.O. unless made in writing and agreed to by a duly authorized officer of V.I.O.

14. General
14.1 The terms hereof, including those written within the body of this document, shall constitute the entire agreement between Buyer and V.I.O.

14.2 The Agreement shall be construed in accordance with the laws of the State of Michigan, United States of America. Any lawsuits or other proceedings arising out of any sales represented by this invoice shall be brought in a forum of competent jurisdiction in Marquette County, Michigan.

14.3 In the event that any of the printed terms or conditions set forth herein are in conflict with or are inconsistent with other terms, typewritten or hand written by V.I.O.'s representatives, within this document, then the typewritten or handwritten terms shall govern to the extent necessary to remedy the conflict or inconsistency, but the printed terms shall govern all other respects.

14.4 The paragraph headings herein are used for convenience only and are in no way intended to alter or affect the meaning of the terms and conditions contained herein.

14.5 The invalidity, in whole or in part, of any provision hereof shall not affect the validity or enforceability of any other of its provisions.
(Rev. 8/07)