TERMS OF SALE

VITA-MIX^® CORPORATION
(U.S. and Canada)

PRICING All price quotations are valid for 30 days, after which they are subject to change without notice. Prices quoted are in U.S. dollars and do not include freight, handling or delivery charges, air shipment charges, taxes (sales, excise, use, ad valorem, etc.), insurance or any export or import duties, unless otherwise indicated. Purchaser shall be responsible for collecting and/or paying any and all such taxes, regardless of whether they are stated in the invoice for the Products. Such charges may, at Vita-Mix’s sole and exclusive discretion, be prepaid by Vita-Mix and added to Purchaser’s invoice.

PAYMENT Vita-Mix’s payment terms are net 30 days from date of invoice, unless otherwise agreed by Vita-Mix in writing. Payment terms are conditioned upon approval of the Purchaser’s credit and may be withdrawn or amended by Vita-Mix at any time. Vita-Mix may require full or partial payment or a guarantee in advance of shipment whenever, in its sole and exclusive opinion, the financial condition of Purchaser so warrants. Vita-Mix reserves the right to charge a finance charge up to 1.5% per month (18% annually) on the amount of the invoice which remains unpaid 30 days after the invoice date. Vita-Mix shall also have the right to suspend deliveries or discontinue any of the work to be performed by Vita-Mix until amounts past due are paid in full. Purchaser agrees to pay all attorneys’ fees, litigation expenses and costs allowable by law that are incurred by Vita-Mix for the collection of all amounts owed by Purchaser to Vita-Mix. Vita-Mix reserves the right to charge a fee for all returned checks.

SHIPMENT, DELIVERY, INSPECTION All shipments are F.O.B. Cleveland, Ohio, USA or F.O.B. Reno, Nevada, USA. A drop ship fee may apply to any order on shipments to a different destination than their billing address. All delivery and shipment dates stated are approximations only, not guarantees, and are subject to product availability. The risk of loss or damage to the Products in transit shall fall upon the Purchaser, whose responsibility it shall be to file claims with the carrier and/or the insurance company. Purchaser shall examine all Products promptly upon receipt and shall notify Vita-Mix, in writing, within 7 days of delivery, of any nonconformance. If rejection is intended, Purchaser shall specify all grounds for rejection. Failure to provide Vita-Mix with such notice shall be deemed an unqualified acceptance of the delivered Products by Purchaser. Vita-Mix reserves the right to ship the products in multiple boxes and/or shipments unless other arrangements are made in writing with Vita-Mix prior to shipment.

CLAIMS AGAINST CARRIER, CONCEALED DAMAGE The carrier is responsible for the Products while they are in transit to you. If there is a shortage or damage to your shipment, you must notify the carrier upon the arrival of the shipment to assure approval of your claim. It is the duty and responsibility of the delivering carrier to give you a written report of such shortage or damage following receipt of your notification. Both the Purchaser’s copy and the carrier’s copy of the receipt, freight bill, or delivery memo (as the case may be) must be noted with the detail of the shortage or damage and all the copies must be signed and acknowledged by the carrier’s driver or representative. If the damage is concealed, notify the carrier within 48 hours by phone and in writing, asking them to send their agent to complete an inspection report. Retain all cartons and merchandise for their inspection report and claim approval. It is critical that you file a written claim with the carrier within 48 hours of receipt of shipment for any shortage or concealed damage. You must include the following along with your written claim to the carrier: Carrier’s Inspection Report, paid freight bill and original or certified copy of the invoice.

DELAY If delivery is delayed at the request of Purchaser, the Products shall nevertheless be deemed to have been delivered to Purchaser as of the date of notice from Vita-Mix to Purchaser that the Products are available for delivery for purposes of determining the final price for the Products and the time payment will be due. Products held by Vita-Mix for Purchaser after the giving of such notice shall be held at the risk and expense of the Purchaser. IN NO EVENT SHALL VITA-MIX BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF A DELAY OR FAILURE TO DELIVER.

RETURNS To return Products, you must contact our Customer Service Department at 1-800-437-4654 before returning any Product. Products may not be and Vita-Mix is not responsible for Products returned without a Return Authorization (RA) Number from Vita-Mix. All Product returns must be marked with the RA Number. Vita-Mix reserves the right to not accept returns after 45 days of the ship date. Used Products and special merchandise built to a Purchaser’s specification may not be returned. Return Products should be shipped back to Vita-Mix freight and delivery prepaid. Vita-Mix will credit Purchaser’s invoice at the original cost amount of the returned Products less a 30% restocking charge. The restocking charge will be reduced to 20% if Purchaser orders replacement Products at the time of the return.

WARRANTY Vita-Mix warrants that the Products purchased hereunder shall be free from defects in material and workmanship upon the terms of its standard warranty policies for the Products located in the product manual provided with your Product.

FORCE MAJEURE Vita-Mix shall not be liable for damages for any delay or nonperformance resulting from (a) delays in receipt of final specifications, information, or instructions from Purchaser, (b) changes in specifications or instructions, or (c) force majeure, including without limitation, acts of God, strikes, riots, labor disturbances, material shortages, nonperformance by subcontractors or suppliers, abnormal manufacturing conditions or costs, delays or failures of carriers or communications, fire, flood, storms, ice, snow, accident, war, explosion, accidents, epidemics, governmental orders or regulations or inability to secure any necessary governmental or other permits, court orders, or any other reason beyond the reasonable control of Vita-Mix.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY All drawings, designs, specifications, manuals and programs furnished to Purchaser by Vita-Mix shall remain the confidential and proprietary property of Vita-Mix. All such information, except as may be found in the public domain, shall be held in strict confidence by Purchaser and shall not be disclosed by Purchaser to any third parties. Purchaser acknowledges that it has no right, title or interest in the trademarks, copyrights or other intellectual property rights of Vita-Mix as regards the Products, and Purchaser covenants that it will take no action to register or otherwise interfere with any such rights. Nothing herein shall be construed to grant any rights or license to use any intellectual property in any manner or for any purpose except as may be expressly permitted by a separate license agreement executed by both Vita-Mix and Purchaser prior to or contemporaneous with Purchaser’s purchase order.

LIMITATIONS ON ACTIONS No claim or action against Vita-Mix for breach of these Terms and Conditions or the transaction contemplated hereunder may be asserted or brought more than one year after the cause of action or claim accrues.

ENTIRE AGREEMENT Unless otherwise indicated in writing signed by both Vita-Mix and Purchaser, the Terms contained herein constitute the entire agreement between Vita-Mix and Purchaser as it relates to the sale of any Products and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to the governing invoice or order acknowledgement, including any terms and conditions on any of Purchaser’s documents or purchase orders and any prior offers by regional sales managers.This agreement shall be binding upon the parties and their respective successors and assigns. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be severed from the agreement and the remainder of the agreement shall remain in full force and effect.

GOVERNING LAW These Terms and Conditions of Sale shall be governed and construed in accordance with the laws of the State of Ohio, without regard to conflicts-of-laws or choice of law principles. The provisions of the Uniform Commercial Code as adopted by the State of Ohio, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

DISPUTE RESOLUTION Actions by Vita-Mix for nonpayment by Purchaser of the purchase price of Products sold by Vita-Mix, or for redress of other breaches by Purchaser of these Terms and Conditions of Sale, may be brought by Vita-Mix, at its option, before any court of competent jurisdiction in the State of Ohio. At Vita-Mix’s option, disputes between Purchaser and Vita-Mix, including all claims for non-performance by Vita-Mix, shall be finally settled by arbitration in Cleveland, Ohio, under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions of Sale and consistent provisions of the laws (except conflict of law rules) of the State of Ohio.

ADDITIONAL TERMS – INTERNATIONAL ORDERS:

COUNTRY OF IMPORTATION.Purchaser represents that it is purchasing the Products for the purpose of exporting them from the United States and importing them to the country specified in Purchaser’s purchase order. Purchaser represents and warrants to Vita-Mix that the Products will be shipped to that destination in compliance with the laws of such country, and that there will be no re-export or diversion thereof. If requested by Vita-Mix, Purchaser shall provide documentation satisfactory to Vita-Mix verifying delivery at the designated port of entry.

EXPORT AND IMPORT LICENSES; PERMITS AND CARRIER Purchaser shall be responsible for obtaining and paying for all permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the Products into the designated country of importation, and Purchaser shall comply with all laws and regulations thereof as regards the import, transportation, handling, sale and/or use of the Products. Purchaser shall select and pay the carrier who shall be considered Purchaser’s agent. The carrier’s actions shall not be deemed authorized by, or binding upon, Vita-Mix.

For your protection, we would like to inform you of the terms and conditions of using our website (the "Terms of Use"). We reserve the right to update or change the Terms of Use at any time and for any reason. By using our site, you agree to be bound by these Terms of Use and any subsequent revisions to the Terms of Use. The date of the last update to these Terms of Use is stated at the bottom of this page.
For your protection, and because we value your privacy, we recommend you read our Privacy Policy.  It is understood that information transmitted over the internet is never completely secure and unless you receive an encryption message or notice, such information may be intercepted by others.  A link to our Privacy Policy is located at the bottom of this page.

TERMS OF USE for VITAMIX.COM
(COMMERCIAL)

Vita-Mix Corporation ("Vita-Mix") maintains this site (the "Site") so that you can shop for our products and for your personal entertainment, information, education and communication. Please feel free to browse this Site. You may download material displayed on this Site for non-commercial, personal use only, provided you also retain the copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, broadcast, transmit, reuse, report, or otherwise use the contents of this Site for public or commercial purposes, or copy or post the material displayed on this Site on any network computer or server, including the text, images, audio, and video without Vita-Mix's written permission.

Your access and use of this Site is also subject to the following terms and conditions ("Terms and Conditions") and all applicable laws. By accessing and browsing this Site, you accept, without limitation or qualification, these Terms of Use.

Terms and Conditions

1. Site Use and Protections.      Vita-Mix grants you a non-exclusive, non-transferable, non-assignable limited right to use the contents of this Site for your personal use.  Any unauthorized use of this Site will terminate your limited right immediately and you will be responsible for any violation of law, including any trademark, trade name or copyright laws that may result. You should assume that everything you see or read on this Site is copyright protected unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on this Site without the express written permission of Vita-Mix.  Vita-Mix shall retain the exclusive right, title and interest in and to any material you see, read, experience or download from this Site.  Vita-Mix does not represent or warrant to you that your use of materials displayed on this Site will not infringe the rights of other third parties who are not owned by or otherwise affiliated with Vita-Mix. 
2. Disclaimer of Accuracy; Changes to Site.      While Vita-Mix uses reasonable efforts to include accurate and up-to-date information on this Site, Vita-Mix makes no warranties or representations as to its accuracy. Vita-Mix assumes no liability or responsibility for any errors or omissions in the content on this Site.  Vita-Mix reserves the right to update and revise these Terms and Conditions or make changes to these web pages at any time without notice.  You are bound by any such revisions and changes and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound. Your continued use of this Site shall be your unqualified acceptance of any such revisions, changes or any new information provided therein.
3. Products and Product Information.   Prices posted on this Site are quoted in U.S. dollars only.   In addition, there may be errors or inaccuracies on this Site relating to products, product descriptions, pricing, terms and conditions of sale, shipping and delivery time or product availability.   Vita-Mix reserves the right to change, correct or update such product information at any time, even after you have placed your order.  In the event of a product pricing error, Vita-Mix will notify you and will wait for your final approval of the corrected pricing before completing your order. 
4. Disclaimer or Use; Limitation of Liability.      Your use and browsing of this Site is at your risk.  Neither Vita-Mix nor any other party involved in creating, producing, or delivering this Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, use of or inability to use this Site.  Without limiting the foregoing, everything on this Site is provided to you "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Vita-Mix shall not be responsible or liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this Site or your downloading of any materials, data, text, images, video, or audio from this Site.
5. User Provided Information and Communication.      You should not send confidential or protected information or creative materials to us via this Site that you do not want to become the exclusive property of Vita-Mix.   Any communication or material you transmit or post to this Site, including any data, questions, comments, notes, suggestions, or the like is, and will be treated as, non-confidential, non-proprietary and unprotected information.  Anything you transmit or post to this Site shall be deemed to have been assigned to Vita-Mix, shall remain the exclusive property of Vita-Mix and may be used anywhere and in any medium, without compensation to you, by Vita-Mix or its affiliates, for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, licensing and posting. Furthermore, Vita-Mix is free to use, without compensation to you, any ideas, concepts, know-how, techniques or other intellectual property contained in any communication you send to this Site.
6. Copyright Protection and Enforcement.      Images of people, places or things displayed on this Site are either the property of, or used with permission by, Vita-Mix. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or by other specific permission provided elsewhere on this Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
7. Trademark; Service Mark and Trade Name Protection and Enforcement.       The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this Site, including those listed below are registered and unregistered Trademarks of Vita-Mix and others. In addition, page headers, graphics, icons and scripts are service marks and protected intellectual property of the Company and may not be copied, used or imitated without prior written consent of Vita-Mix.  Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the express written permission of Vita-Mix or such third party that may own the Trademarks displayed on this Site. Your misuse of the Trademarks displayed on this Site, or any other content on this Site is strictly prohibited. You are also advised that Vita-Mix will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
8. Third-Party, Off-Site Links.      Vita-Mix has not reviewed all of the sites linked to this Site and is not responsible for the contents of any off-site pages or any other sites linked to this Site. Your linking to any other off-site pages or other sites is at your own risk.  Inclusion of these links into this Site does not imply an affiliation or partnership between Vita-Mix and the off-site third party.  Any questions or concerns you have about the content or services of any off-site page should be directed to the owner of the off-site pages.  These Terms of Use to do apply once you have left this Site.  You should review the terms and conditions of any off-site page you enter.  
9. Prohibited Uses and Content.      Although Vita-Mix may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on this Site, Vita-Mix is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on this Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense; give rise to civil liability; otherwise violate any law; interfere with anyone else's use or privacy; or contain any false, deceptive or misleading statements. Vita-Mix will fully cooperate with any law enforcement authorities or court order requesting or directing Vita-Mix to disclose the identity of anyone posting any such information or material(s) and may remove, edit or otherwise change any such material(s) posted. 
10. Your Account.      As a condition to your continued access to and use of this Site, you agree:  (a) you will protect your username and password; (b) you will assume full responsibility and liability for all Site activity under your account; (c) the Vita-Mix products for sale on this Site are for purchase by adults ages 18 and over; (d) by using this Site you hereby represent and warrant that you are 18 years old or over; and (e) Vita-Mix reserves the right and you hereby acknowledge its right to cancel your account or block or otherwise prevent your future access to or use of this Site.
11. Indemnification.      You agree to indemnify, defend and hold harmless Vita-Mix and all of its officers, directors, shareholders, employees, agents and other representatives (collectively, the "Indemnitees") from and against any and all liability, loss or cost (including attorneys' fees) incurred by the Indemnitees arising out of, or related to any breach by you of, these Terms of Use. 
12. U.S. Law.Vita-Mix controls and operates this Site from its headquarters in Cleveland, Ohio, in the United States of America.  Vita-Mix in no way implies that the materials on this Site are appropriate or available for use outside of the United States. If you use this Site from locations outside of the United States, you are responsible for compliance with any applicable local laws. In addition, you may not use or export the materials or products available from this Site in violation of U.S. export laws and regulations. 
13. Governing Law.      These Terms of Use are governed by the laws of the State of Ohio without regard to the choice of laws or conflict of laws or principles thereof.

Vita-Mix Corporation

Registered and Unregistered Trademarks Held by Vita-Mix Corporation:

©2003 Vita-Mix Corporation. All rights reserved. Last Update: June 16, 2008