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 BuyFCI”. 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 conditions applicable to such BuyFCI, 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 BuyFCI

BuyFCI 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 BuyFCI and 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 the BuyFCI 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 the BuyFCI.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the BuyFCI, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the BuyFCI's 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 the BuyFCI (or any portion thereof). FCI is concerned about the safety and privacy of all its BuyFCI 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:

1. We have your consent to share the information;
2. We need to share your information to provide the product or service you have requested;
3. We need to send the information to companies who work on behalf of BuyFCI to provide a product or service to you.
4. These companies do not have any rights to use the information we provideto them beyond what is necessary to assist us.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the BuyFCI's 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 the BuyFCI can not be copied or used for any other purpose other than its intended use. FCI does not solely control the FCI Database posted via the BuyFCI 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 the BuyFCI 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 the BuyFCI;
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 the BuyFCI or servers or networks connected to the BuyFCI, or disobey any requirements, procedures, policies or regulations of networks connected to the BuyFCI;
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 BuyFCI'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 the BuyFCI. 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, and in all other parts of the BuyFCI.

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 the BuyFCI, 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 BuyFCI

FCI does not claim ownership of all of FCI's Database that the vendors submit or make available for inclusion on the BuyFCI. However, with respect to FCI's Database, when you submit or make available for inclusion on the BuyFCI, 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 BuyFCI you provide FCI the license to use, distribute, reproduce, modify, adapt, and publicly display such data on the BuyFCI solely for the purposes of providing and promoting the specific BuyFCI to which such FCI's Database was submitted or made available. This license exists only for as long as you elect to continue to include such database on the BuyFCI and will terminate at the time you remove or FCI removes such data from the BuyFCI.

With respect to graphics, product descriptions, and prices, you submit or make available for inclusion on the BuyFCI, the license to use, distribute, reproduce, modify, adapt, and publicly display such in FCI's Database on the BuyFCI solely for the purpose for which the FCI's Database was submitted or made available. This license exists only for as long as you elect to continue to include such information in FCI's Database on the BuyFCI and will terminate at the time you remove or FCI removes such information from FCI's Database.

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 FCI's Database that you submit, post, transmit, or make available

9. NO RESALE OR COPY OF BuyFCI.

You agree not to reproduce, duplicate, reverse engineer, copy, sell, or exploit for any commercial purpose, any portion of the FCI’s concepts or any of FCI's Database, other than its intended use.

10. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that FCI may establish general practices and limits concerning use of the BuyFCI, including without limitation the maximum number of days that email messages, invoices, purchase orders, etc. or other information will be retained by the BuyFCI. 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 the BuyFCI. 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 BuyFCI

FCI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the BuyFCI (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 BuyFCI.

12. TERMINATION

You agree that FCI, in its sole discretion, may terminate your password, account (or any part thereof) or use of the BuyFCI, and remove and discard any of FCI's Database within the BuyFCI, 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 the BuyFCI, or any part thereof, with or without notice. You agree that any termination of your access to the BuyFCI under any provision of this "TAC" may be effected without prior notice, and you acknowledge and agree that FCI may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the BuyFCI. Further, you agree that FCI shall not be liable to you or any third party for any termination of your access to the BuyFCI.

13. DEALINGS WITH VENDORS

Your correspondence or business dealings with, or participation in promotions of, vendors and manufacturers found on or through the BuyFCI 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 the BuyFCI.

14. LINKS

BuyFCI is not linked to other web sites. All information that you see on BuyFCI 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 the BuyFCI and any necessary software used in connection with the BuyFCI contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that FCI's Database contained in the BuyFCI 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 BuyFCI or FCI’s 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 the BuyFCI. You agree not to access the BuyFCI by any means other than through the interface that is provided by FCI for use in accessing the BuyFCI.

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 show you this amount before you place your order. Some freight companies charge extra for residential deliveries, you will be responsible to request dock pick-up or 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. 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 ship from location "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 at BuyFCI 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 BuyFCI 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 be by direct bank drafts or by credit card. 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 on BuyFCI. 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 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 of direct debits or credits to your account. EXP will also process credit card charges.

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, 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. Your credit card will be charged or your direct bank debit will be made after the products are shipped or when they are on the dock for shipping. 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. We are working on a program that will allow for net 10 to 30 day terms, but this is not yet available. 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 BuyFCI 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:

1. FCI may retake possession of the inventory without further notice and without legal proceedings, and You hereby authorize and empower FCI and/or it’s agents to enter any place where such inventory shall be located, and to take possession of the same;
2. To debit your credit card or bank account for any past due payments, bad checks or service charges, outstanding invoices for inventory or any other money due FCI;
3. To commence suit and recover:
   1. all payments and other obligations already accrued and due and owing; plus
   2. any attorney fees incurred by FCI in the repossession, resale, and collection of the obligation owing, or enforcement of any other covenants contained herein.
   3. the inventory and liquidate in a commercially reasonable fashion.

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 the BuyFCI 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:

1. A total yearly return allowance of 2% of the previous year's purchases from FCI is the maximum amount that may be returned. This amount may be obtained from FCI or from your total previous year's purchases.
2. A handling fee of 25% will be deducted from your Return Goods Authorization (RGA).
3. No credit will be issued for rejected product. Rejected product is defined as abused, dirty, or product that was not sold to you by FCI. You will be notified if any of the returned inventory has been rejected. You will have fifteen (15) days to inform FCI if this product should be returned (freight collect). If you do not notify FCI, it will dispose of as unwanted product.
4. An offsetting order of the same product line equal to two (2) times the value of your return must accompany the return request.
5. All inventory returned for overstock must be less than one year old.
6. Chemicals and other case items must be returned in full, unopened re-sellable cases.
7. All inventory returned must be in new, sellable condition. Product returned may be subject to an additional re-boxing or handling fee.
8. You cannot use returns to pay past due invoices.

35. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE BuyFCI IS AT YOUR SOLE RISK. THE BuyFCI IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FCI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. FCI MAKES NO WARRANTY THAT: (1) THE BuyFCI WILL MEET YOUR REQUIREMENTS, (2) THE BuyFCI WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BuyFCI WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY INVENTORY, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BuyFCI WILL MEET YOUR EXPECTATIONS, AND (5) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY INVENTORY PURCHASED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BuyFCI IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FCI OR THROUGH OR FROM THE BuyFCI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE "TAC".

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 THE BuyFCI; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA, INFORMATION OR INVENTORY PURCHASED OR OBTAINED THROUGH OR FROM BuyFCI; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE BuyFCI; OR (5) ANY OTHER MATTER RELATING TO THE BuyFCI 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 BuyFCI. 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. The BuyFCI may also provide notices of changes to the "TAC" or other matters by displaying notices or links to notices to you on the BuyFCI.

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 the BuyFCI 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 BuyFCI 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 the BuyFCI 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.