| The SIGMA
Group, Inc. (SIGMA) is acting as agent only and specifically
disclaims any liability by express or implied warranty or otherwise, except
as expressly set forth herein.
IN NO CASE WILL SIGMA BE LIABLE FOR THE CONSEQUENTIAL
DAMAGES EVEN IF SIGMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Buyer acknowledges that the products covered by this
quotation are products which were neither designed nor manufactured by SIGMA.
As SIGMA does not know of the specific application of the products by Buyer,
Buyer acknowledges that it is Buyer's responsibility to provide proper
devices and equipment for the particular application or use intended by
Buyer, so as to protect the operator and others from harm, and to comply
with all federal, state and local government laws, rules, and regulations
relation to safety standards and all industry safety standards.
Buyer agrees to indemnify, hold harmless, and defend SIGMA
from and against any and all claims, liabilities, or lawsuits arising out of
the use of, or in any way involving injury or accident occasioned by, said
products. Said agreement includes, but is not limited to, the duty to
indemnify, hold harmless, and defend SIGMA in any of the following
situations: (1) claims involving or alleging improper or negligent design,
maintenance, construction, reconstruction, repair, alteration, or
modification of the products by SIGMA, its agents or employees; (2) claims
involving or alleging breach of any implied warranty or merchantability,
fitness for purpose, or safety of the products; (3) claims involving
allegations of failure, negligent or otherwise, on the part of SIGMA to
equip said products with safety devices as required by federal, state, or
local government statutes, rules, or regulations, or as is customary in the
trade; (4) claims involving or alleging negligency by SIGMA, either alone or
jointly with Buyer or any other person, firm, or organization; and (5)
claims based upon strict liability or products liability. Buyer specifically
agrees to indemnify, hold harmless, and defend SIGMA from any and all claims
alleging negligence on the part of Sigma and from any and all claims based
upon strict liability or products liability and waives benefit of any laws,
rules, or regulations contrary to, or in limitation of, this agreement. The
covenants expressed herein shall be severable, and the invalidity, now or in
the future, of any of the covenants recited herein shall not affect the
validity of the remaining convenants.
SHIPPING: Shipping terms are as stated on front of
this quotation, and unless otherwise stated, include no cartage, insurance
charges or taxes.
PRICES: Quoted prices are valid for 60 days from
date of issue of quotation, but Seller reserves the right to bill same at
Seller's prices prevailing at time of shipment.
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DELIVERY:
Deliveries quoted are approximate and are contingent on fires, strikes,
accidents, orders or requests of Government authorities, or any cause
whatsoever not reasonably under the control of the Seller. Items not readily
available from current inventory are considered special orders and as
such quoted deliveries are estimates based on current factory shipping
times. Unless definite shipping instructions accompany the order, shipments
will be routed cheapest way and at our discretion. Under no circumstances
shall Seller have any liability for penalties or other consequential damages
of any kind resulting in whole or part from Seller's delay in delivering, or
failure to deliver, any products to Buyer as agreed.
CANCELLATION: In the event Buyer desires to cancel
an order, he shall give written notice together with reasons therefore, and
terms of cancellation shall then be subject to negotiation between Buyer and
Seller. However, Seller in no event waives any remedies available to it
under the Uniform Commercial Code or other provision of law. Buyer shall be
liable for a cancellation charge if material has been placed in process.
Special Orders are non-cancelable. If a Special Order item was
pre-paid, either with a credit card or by any other means, any refund will
be up to the discretion of SIGMA. We reserve the right to determine a
refund, if any, due to Buyer. We reserve the right to accept all
prepayment from Buyer as partial or full satisfaction of any in process work
or cancellation charge.
RETURNS: Material will not be accepted for credit
without Seller's written agreement having been previously obtained. Buyer
must obtain a Return Materials Authorization (RMA) number prior to shipping
any items to Seller. Seller shall not be responsible for returned goods
unaccompanied by an RMA.
PATENT INFRINGEMENTS: With respect to all products
manufactured to Buyer's specifications, Buyer shall indemnify and hold
Seller harmless from and against any and all loss, cost, expenses, claims,
demands, suits and judgments arising from actual or alleged patent
infringements.
SPECIAL TOOLING: All tooling patterns, dies,
fixtures and tool expense shown in connection with special production items
are priced at Seller's cost, and title shall be vested in Seller. Seller
agrees to maintain and replace at Seller's expense such equipment during
time that the respective items (without change) continue to be purchased
from Seller. Equipment may be considered obsolete and scrapped by Seller if
no items have been fabricated from it during a continuous period of one(1)
year.
TITLE AND RISK OF LOSS: Risk of loss or damage in
transit shall be borne entirely by Buyer at all times after the products are
delivered to the carrier for shipment; However, title to the products and
the right to stop delivery in transit shall remain with Seller until payment
in full has been received by Seller.
OVERAGES/SHORTAGES: Seller shall not fabricate or
ship any items except to the extent authorized in Buyer's purchase order or
in subsequent releases from Buyer, +/- 10%.
ACCEPTANCE OF PURCHASE ORDERS: Notwithstanding any
contrary language of Buyer's purchase order, each purchase order shall be
subject to acceptance by an authorized employee of Seller and each
transaction shall be governed exclusively by these Terms and Conditions of
Sale. Such acceptance is expressly limited to these Terms and Conditions of
Sale, and any additional or different terms proposed by Buyer are
automatically rejected unless expressly assented to in writing by Seller. No
contract shall exist except as herein above provided.
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