This website is operated by FCI Marketing Inc. a Missouri Corporation, with its principal business address as 18872 Hwy 169 N. St. Joseph Missouri 64505 hereinafter referred to as "FCI or FactoryConnections.com". FCI provides its factory direct purchasing, to you, (if incorporated then also individually, collectively and several, hereinafter "You") to purchase inventory, parts, and supplies, hereinafter "Inventory or Products", subject to the following Terms and Conditions ("TAC"), which may be updated by FCI from time to time without notice to you. Your use of this web site is your agreement that you have read and have accepted and agree to be bound by these Terms and Conditions. You also agree to have read the terms and conditions listed on the Commissions Rules, which you can review at any time at: http://www.FactoryConnections.com/commission. In addition, you and FCI agree to be subject to any posted changes or amendments to the terms and which may be posted from time to time. All such terms, conditions, and guidelines or rules are hereby incorporated by reference into the "TAC".
2. DESCRIPTION OF FactoryConnections.com
Factory Connections provides users with access to a rich collection of
resources, including various tools, marketing concepts, product
knowledge, and most of all, our factory direct purchasing. You understand and
agree that the products purchased are provided "AS-IS" by FCI, and that
FCI assumes no responsibility for the timeliness of deliveries, product
quality, price, application, standards, or any liability for any
inventory not manufactured by FCI. All warranty claims are to be resolved
within the terms of each manufacturer. No employee of FCI shall be
authorized to make warranty statements beyond the published manufacturers
warranty.
You are responsible for obtaining access to FactoryConnections.com and
that access may not be available to you. Any third party fees such as
your Internet provider or airtime charges are not the responsibility of
FCI. You are responsible for those fees. In addition, you must provide
and are responsible for all equipment necessary to access
FactoryConnections.com.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of FactoryConnections.com, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the FCI registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or FCI has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FCI has the right to suspend or terminate your account and refuse any and all current or future use of FactoryConnections.com (or any portion thereof). FCI is concerned about the safety and privacy of all its users.
4. FCI PRIVACY POLICY
FCI will not sell or rent your personally identifiable information to anyone.
FCI may send information about you to other companies when:
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify FCI of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. FCI cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. PROPIROITY INFORMATION
You understand that all information, data, software, graphics, messages
or other materials in FCI's Database, whether publicly posted or
privately transmitted, are the sole property of the person or firm from which
FCI's Database originated. This means that all of the database that you
download, post, email, transmit or otherwise make available or use via
FactoryConnections.com can not be copied or used for any other purpose
other than its intended use. FCI does not solely control the FCI
Database posted and, as such, does not guarantee the accuracy, integrity or
quality of this Database. Under no circumstances will FCI be liable in
any way for any of this data, including, but not limited to, any errors
or omissions, or any loss or damage of any kind incurred as a result of
the use of this data.
You agree to not use FactoryConnections.com to:
a. upload or post, email, transmit to or from any of FCI's Database
that is unlawful, harmful, threatening, abusive, harassing, tortuous,
defamatory, obscene, libelous, racially, ethnically or otherwise
objectionable;
b. impersonate any person or entity, including, but not limited to, an
FCI official or falsely state or otherwise misrepresent your
affiliation with a person or entity or corporation;
c. forge headers or otherwise manipulate identifiers in order to
disguise the origin of any information transmitted through
FactoryConnections.com;
d. upload, post, email, transmit or otherwise make available any of
FCI's Database that you do not have a expressed right to make available
under any law or under contractual or fiduciary relationships (such as
inside information, proprietary and confidential information learned or
disclosed as part of employment relationships with FCI or its vendors or
under nondisclosure agreements);
e. upload, post, email, transmit or otherwise make available any FCI's
Database that infringes any patent, trademark, trade secret, copyright
or other proprietary rights of any party;
f. upload, post, email, transmit or otherwise make available any
unsolicited or unauthorized materials, or any other form of solicitation to
any of FCI's customers, employees or agents, except as expressly
authorized by FCI;
g. upload, post, email, transmit or otherwise make available any
material that contains software viruses or any other software code, files or
programs designed to interrupt, destroy or limit the functionality of
any computer software or hardware or telecommunications equipment;
h. disrupt the normal flow of dialogue, order processing, and funds
transfer as its intended purpose is or otherwise act in a manner that
negatively affects others ability to engage in normal business activities;
i. interfere with or disrupt FactoryConnections.com or servers or
networks connected to FactoryConnections.com, or disobey any requirements,
procedures, policies or regulations of networks connected to
FactoryConnections.com;
j. intentionally or unintentionally violate any applicable local,
state, national or international law, including, but not limited to,
regulations promulgated by the U.S. Securities and Exchange Commission, any
rules of any national or other securities exchange, including, without
limitation, the New York Stock Exchange, the American Stock Exchange or
the NASDAQ, and any regulations having the force of law;
k. "stalk" or otherwise harass FCI's employees, vendors; or customers,
or;
l. collect or store personal data about FactoryConnections's vendors and suppliers.
collect or store personal data about FCI's vendors and suppliers. FCI and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any of FCI's Database that is available via FactoryConnections.com. Without limiting the foregoing, FCI and its designees shall have the right to remove any of FCI's Database or customers that violate the "TAC". You agree that you must evaluate, and bear all risks associated with, the use of any of FCI's Database, including any reliance on the accuracy, completeness, or usefulness of any of FCI's Database. In this regard, you acknowledge that you may not rely on any of FCI's Database created by FCI or submitted to FCI, including without limitation information in FCI order forms, product descriptions, and price lists.
You acknowledge and agree that FCI may preserve FCI's Database and may also disclose FCI's Database if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the "TAC"; (c) respond to claims that any FCI's Database violates the rights of third-parties; or (d) protect the rights, property, or personal safety of FCI, its customers and vendors.
You understand that the technical processing and transmission of FactoryConnections.com, including FCI's Database and your orders, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. FCI's DATABASE SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE FactoryConnections
FactoryConnections.com.
FCI does not claim ownership of all of FCI's Database that the vendors
submit or make available for inclusion on FactoryConnections.com.
However, with respect to FCI's Database, when you submit or make available
for inclusion on FactoryConnections.com, you grant FCI the following
worldwide, royalty free and non-exclusive license(s), as applicable:
With respect to FCI's Database that you submit or make available for
inclusion of FCI you provide FCI the license to use, distribute,
reproduce, modify, adapt, and publicly display such data on
FactoryConnections.com solely for the purposes of providing and promoting
FactoryConnections.com to which such Database was submitted or made available. This
license exists only for as long as you elect to continue to include such
database on FactoryConnections.com and will terminate at the time you
remove or FCI removes such data from FactoryConnections.com.
8. INDEMNITY
You agree to indemnify and hold FCI, and its subsidiaries, affiliates, officers, employees, agents, manufacturers, and other partners, harmless from any claim or demands, including reasonable attorney fees, as a result or arising out of the use of FactoryConnections.com or FCI's Database.
9. NO RESALE OR COPY OF FactoryConnections.
You agree not to reproduce, duplicate, reverse engineer, copy, sell, or exploit for any purpose, any portion of the FCI's concepts or any of FCI's Database, other than its intended use by FCI.
10. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that FCI may establish general practices and limits concerning the use of FactoryConnections.com, including without limitation the maximum number of days that email messages, invoices, purchase orders, etc. or other information will be retained by FactoryConnections.com. You agree that FCI has no responsibility or liability for the deletion or failure to store any information or documentation received or transmitted by or to FactoryConnections.com. You acknowledge that FCI reserves the rights to log off accounts that are inactive for an extended period of time. You further acknowledge that FCI reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
11. MODIFICATIONS TO FactoryConnections
FCI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, FactoryConnections.com (or any part thereof) with or without notice. You agree that FCI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the FactoryConnections.com website.
12. TERMINATION
You agree that FCI, in its sole discretion, may terminate your password, account (or any part thereof) or use of FactoryConnections.com, and remove and discard any of FCI's Database for any reason, including, without limitation, for lack of use, or if FCI believes that you have violated or acted inconsistently with the letter or spirit of the "TAC". FCI may also in its sole discretion and at any time discontinue providing FactoryConnections.com, or any part thereof, with or without notice.
13. DEALINGS WITH VENDORS
Your correspondence or business dealings with, or participation in promotions of, vendors and manufacturers found on or through FactoryConnections.com program, including payment and delivery of related goods or any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such vendors and manufacturers. You agree that FCI shall not be responsible or liable for any loss, shortages, or damage of any sort incurred as the result of any such dealings or as the result of their presence and offering on FactoryConnections.com.
14. LINKS
FactoryConnections.com is not linked to other companies'web sites. All information that you see on FactoryConnections.com is contained in our database. We do not accept just any vendor. All vendors must meet FCI's quality standards and if we receive complaints from our customers then that vendor and its products will be investigated accordingly.
15. FCI's PROPRIETARY RIGHTS
You acknowledge and agree that FCI's software used in connection with FactoryConnections.com contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that FCI's Database contains certain information from FCI, FCI's vendors, and manufacturers that are protected by copyrights, trademarks, patents or other proprietary rights and laws. Except as expressly authorized by FCI, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the FactoryConnections.com Software, in whole or in part.
FCI grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including without limitation, obtaining unauthorized access to FactoryConnections.com. You agree not to access FactoryConnections.com by any means other than through the interface that is provided by FCI for use in accessing FactoryConnections.com.
16. PLACING ORDERS
All orders must be placed on the Internet. Orders that are placed by normal fax, email, regular mail or telephone will be charged our regular pricing. Only orders placed on the Internet on-line order form at FactoryConnections.com will receive the special discounted prices. This reduces our cost of operation and this is the reason that we can offer these prices.
17. CHOICE OF CARRIER
All freight prepaid orders will be shipped by the shipper's choice of carrier (UPS, RPS, or Freight Line). Some vendors will allow you to select your preference on which freight company you wish to deliver your inventory. When this is allowed it will be indicated on the bottom of the order form. Just select which freight company you prefer. In some areas there may be an additional charge, if so it will normally show you this amount before you place your order. Some freight companies charge extra for residential deliveries, extra storage, or special delivery request, you will be responsible to pay any such additional charges.
18. BACK ORDERS
Although FCI and its manufacturers attempt to maintain sufficient stock at all times, products are sometimes not available. To keep the order process simple all orders are to ship and cancel. Most FCI manufacturers will not fill back orders. You will need to re-order all back ordered items. This process will also help to reduce cost and save you money. You will be able to see each vendors fill rate percentage and the average order fill lead-time in the vendor statistics.
19. DAMAGE CLAIMS
If your inventory arrives damaged, make sure that you note the apparent damage on the freight delivery receipt. Contact the shipper on all damages that are caused from shipping. You should keep a record for your protection in case of any disputes with the Freight Company.
20. SHORTAGES
When you receive your order, make sure to count the inventory before you sign. If you try to claim shortages after you have signed for the product, it is normally very difficult. Any freight shortages must be filed with the Freight Company. You must check in your order and report any mistakes within 48 hours after delivery. If you find shortages or mistakes, please go to the website and make notations as instructed. The vendor will respond directly. Most vendors weigh each order after it is pulled before it is picked up by the freight company, so please do not report only what (if any) was shorted on your order but also what items (if any) were shipped in excess by mistake. FCI reserves the right to discontinue any account that abuses this system.
21. PRICING
All prices are posted on this website. We have taken every effort to check the accuracy of each item, however FCI cannot be responsible for errors or omissions, if you see any item that you feel is wrong, please let us know. All prices are subject to change without notice. Except for any errors, the price published at the time of your order will be your net price.
22. MINIMUM ORDER
The minimum order and the minimum amount for prepaid freight will vary from vendor to vendor. Each vendor has different minimums. Check the requirements on each order form. Some items must be ordered in full case quantity, in most cases the order form will not accept orders that are not compliant with the case requirements.
23. SURCHARGE
We have negotiated with some vendors to only charge a surcharge on orders that do not meet the regular freight minimums, rather than making the whole order freight collect or FOB (Freight on Board). After you complete the order form, you will be able to see the total purchased and if your order will be freight paid, FOB, or has an additional service or handling charge.
24. HANDLING CHARGES:
FCI has negotiated with some vendors to charge only a small handling charge for small orders. This is the only way to handle smaller orders and still ship at warehouse distributor prices, not list price. To protect the vendors, most samples and sample orders will be charged freight and/or a handling change.
25. PICKING TICKET AND INVOICE
A picking or packing ticket will accompany all orders. You should use this to check-in your order. You will receive an invoice by the Internet. You will be able to print your invoice anytime after the product has been shipped.
26. PAYMENTS AND NOTIFICATIONS
All normal communications will be done over the Internet. When you place an order, you will receive a conformation that we received your order. When your order is filled, the vendor will go to the FactoryConnections.com website and indicate which items were shipped and post which carrier has your product and post the tracking number. This will also generate an email to you to notify you that your order has been filled and shipped. After your order has been filled your payment will then be processed. This will normally be by electronic check. You will be charged for only the items that have been filled and shipped. The freight and all normal charges are indicated on your original purchase order. If your order met the freight requirement for pre-paid freight and some of the items were not shipped, the order will still be shipped freight pre-paid. If any unknown charges (i.e. special delivery charges, refused freight, or storage charges) that are not known at the time of shipment will be billed later and charged to your account and collected in the same manner as the original order.
27. ELECTRONIC TRANSACTIONS
Electronic check transactions will be processed by Electronic Payment Exchange, 100 West Commons Blvd., New Castle, DE 19720, ("EPX"). EPX will transmit all bank account entries initiated by FCI to the Automated Clearing House ("ACH") in compliance with the Operation Rules of the National Automated Clearing House Association ("NACHA"). You will not be charged for any transaction fees or service charges of any type.
28. BUSINESS OPERATIONS
You also hereby agree to conduct all of your operations in strict compliance with all applicable laws, ordinances, regulations and other requirements of any Federal, State or local governmental body, obtain all necessary permits, licenses or other consents for the operation of your business, pay all taxes including any usage tax if applicable, expenses, debts and other liabilities, and in all respects operate in a lawful and ethical manner.
29. SALES TAX EXEMPTION
The parties intend for all transactions to qualify as exempt from sales tax because all items are for resale unless otherwise indicated. You agree to pay all applicable sales or use tax. You agree to provide a sales tax exemption certificate if required, and a copy of such shall be provided to FCI upon request.
30. CREDIT TERMS
Products are priced as net prices with no additional discounts. The amount collected will only be for what is shipped, if any shortages or mistakes are made in billing, all credits will be credited to your account to be used on your next order or be refunded to you as you may request. Title of the inventory shall remain in the name of FCI until FCI receives full payment for the inventory.
31. SERVICE CHARGE AND INTEREST
If you fail to pay any invoice when due or any other amount required to be paid to FCI, FCI shall charge a service charge of 1.5% interest on the delinquent amount from the due date until the date of payment. If your check or debit bank draft comes back as overdraft of closed account, then FCI will charge up to $25.00 on each returned item.
32. DEFAULT
In the event that you: (1) fail to make any payment referenced herein within ten (10) days of its due date, or (2) default in the performance of any of the other terms, conditions, covenants, or warranties contained herein, or (3) if the unpaid inventory or products purchased from FCI is levied upon or encumbered in any way, or (4) if you should become the subject of a state court insolvency proceeding or file a voluntary petition for relief under the United States Bankruptcy Code; then FCI shall have the immediate right to exercise any one or more, of the following remedies:
33. RETURNED INVENTORY FOR WARRANTY
In no case can goods be returned without complying with FCI's written return policy. Many products have a warranty allowance deducted from the price you see on FactoryConnections.com order form. Products that will be accepted for warranty must be only inventory sold to you by FCI. FCI will credit or replace at FCI's choice all products approved and returned for warranty. Once verified, FCI will replace the products or issue you a credit memo on the Internet that can be applied to your next order. If products are replaced, the replacement products will be sent freight prepaid.
34. RETURN FOR OVERSTOCK (Does not include Warranty Returns)
Returns must be pre-approved and meet the following criteria:
35. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
36. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FCI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE FactoryConnections.com; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA, INFORMATION OR INVENTORY PURCHASED OR OBTAINED THROUGH OR FROM FactoryConnections.com; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FactoryConnections.com; OR (5) ANY OTHER MATTER RELATING TO THE FactoryConnections.com PROGRAM.
37. PRODUCT LIABILITY
ANY RETURNED PRODUCT DUE TO MANUFACTURER DEFECTS WILL BE RETURNED TO FCI OR TO THE ORIGINAL MANUFACTURER WITHIN THE TERMS OF EACH MANUFACTURER. ANY LIABILITY FOR DAMAGES OF ANY TYPE FOR PRODUCT LIABILITY WILL BE THE RESPONSIBILITY OF THE ORIGINAL MANUFACTURER AND NOT THAT OF FCI OR FactoryConnections.com. FCI SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF, OR RELATED TO, THIS WEB SITE OR ANY INVENTORY PURCHASED THROUGH THIS WEBSITE, AND WHETHER OR NOT SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE.
38. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO YOU. IF SOME OF THE LIMITS ARE FOUND TO BE UNINFORCABLE THEN THE PARTIES AGREE TO BE BOUND BY SUCH LIMITING INTRUPITION THAT THE REMAINDER OF THE AGREEMENT SHALL REMAIN INTACT.
39. NOTICE
Notices to you may be made via either email or regular mail. FactoryConnections.com may also provide notices of changes to the "TAC" or other matters by displaying notices or links to notices to you on FactoryConnections.com.
40. TRADEMARK INFORMATION
FCI, Black Jack Tire Repair, Thermal Gold Belts, CopperTop Brakes, Performance Max Ignition, Micro Block Filters, and their related logos are registered trademarks. FCI may hereby grant you a license to buy and to sell the "FCI" brand products. In some areas, some products will not be available to you and you will not see these product lines when you access FactoryConnections.com with your access code. You agree not to sell these products into an area that is protected by another distributor. If you are an approved distributor in your area, you agree to display and use these trademarks in a manner that will not devalue or in any way cause harm to the value of FCI or the FCI trademarks.
41. HOLD HARMLESS
You also agree to defend, indemnify and hold harmless FCI and its Officers, Agents, Vendors, and Employees, from and against any damage or loss of business, including attorney's fees and expenses, as a result this agreement and/or arising directly or indirectly out of or in connection with the operation of this BuyFCI web site.
42. ARBITRATION
Any controversy or claim arising out of or relating to this agreement and/or the operation of FactoryConnections.com or the purchasing, sale or use of any such products shall be settled by binding arbitration, in accordance with the then applicable rules of the American Arbitration Association.
43. GENERAL INFORMATION
This agreement constitutes the entire agreement between you and FCI and supercedes any prior agreements between you and FCI even if you have had a written agreement with FCI previously.
This agreement and the relationship between you and FCI shall be governed in and by the laws of the State of Missouri without regard to its conflict of law provisions. You and FCI agree to submit to the personal and exclusive jurisdiction of the courts located within Buchanan County, Missouri. The failure of FCI to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. If any provision of this agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of FactoryConnections.com or the "TAC" must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the "TAC" are for convenience only and have no legal or contractual effect.
44. VIOLATIONS
Please report any violations of the "TAC" to FCI.
45. EFFECTIVE DATE
These terms and agreement has been made effective this day and time by you indicating your agreement with "TAC" by clicking the appropriate box.
I agree to the terms and conditions set forth by FactoryConnections that applies to my membership.
By clicking the accept button, I am contractually accepting these condition.