|The SIGMA Group, Inc. and/or Georgia Grinding Wheel Company,
Inc.(GGWCO) 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/GGWCO BE LIABLE FOR THE CONSEQUENTIAL DAMAGES EVEN IF SIGMA/GGWCO 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/GGWCO. As SIGMA/GGWCO 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/GGWCO 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/GGWCO 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/GGWCO, 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/GGWCO 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/GGWCO, 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/GGWCO 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.
|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.
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/GGWCO. 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.