Terms and Conditions

TERMS AND CONDITIONS OF SALE

These terms and conditions shall constitute the final, complete exclusive agreement between Buyer and SigerTronic Systems (hereafter “Seller”) and are the terms and conditions upon which Seller makes all sales and services. With respect to the subject matter hereof, these terms and conditions shall supersede all prior offers, negotiations, understandings and agreements unless Buyer and Seller have executed a master contract which expressly supersedes and replaces these terms and conditions. Buyer’s acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification, or exception. Any other term, condition, or modification submitted by Buyer (whether oral or in writing) is hereby objected to and rejected by Seller, unless specifically accepted in writing.

 

  1. ACCEPTANCE Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever occurs first a) Buyer’s written acknowledgment b) Buyer’s acceptance of any shipment of all or any part of the goods specified on the front hereof c) Buyer’s failure to cancel its purchase order in writing within five (5) days after its receipt by fax, email or otherwise, of this invoice; or d) Any other act or expression of acceptance by Buyer.

 

  1. DELIVERY Delivery dates provided or confirmed by Seller are approximate only. Delivery can be made as many as fifteen (15) days prior to or as many as sixty (60) days after the scheduled delivery date. Unless otherwise specified, the goods will be shipped in standard commercial packaging. When special or export packaging is requested or, in the opinion of the Seller, required under the circumstances, the cost of the same if not set forth on the invoice, will be separately invoiced. Title and risk of loss shall pass to the Buyer upon delivery to the point designated by the Buyer. Delivery is subject to the payment provisions set forth herein. Buyer shall promptly notify Seller if, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. Seller shall not liable for any shipment delays beyond the reasonable control of Seller which affect Seller or any of Seller’s suppliers including but not limited to, delays caused by unavailability or shortages of products, manpower, natural disasters, acts of war, acts or omissions of Buyer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labour, fuel or power, failure or destruction of plant or equipment arising from any cause whatsoever, or transport failures.

 

  1. SECURITY INTEREST Seller reserves and Buyer hereby grants (by acceptance outlined herein) to Seller, a purchase money security interest in the goods sold and the proceeds thereof, in the amount of the purchase price. In the event of default by Buyer in any of its obligations to Seller, Seller shall have the right to repossess the goods sold hereunder without liability to Buyer. In such event, Buyer agrees to make the goods available to Seller so that Seller can repossess them without breach of the peace. On request of Seller, Buyer will execute financing statements and any other instruments that Seller may request to perfect Seller’s security interest. Buyer hereby grants Seller a limited power of attorney to execute all forms necessary to perfect such security interest.

 

  1. WARRANTY/RETURNS:
  • For all goods for which the manufacturer provides a warranty, Seller makes no warranty of any kind. Rather, Seller will act as Buyer’s agent for the sole purpose of making a claim on the manufacturer’s warranty, except that Seller has no obligation to commence litigation or incur any out of pocket cost on Buyer’s behalf.
  • For goods for which there is no manufacturer’s warranty, Seller warrants that the goods sold will be free from defects in material and workmanship for a period of thirty (30) days from delivery to Buyer for memory and CPUs, and one (1) year from delivery at the F.O.B. for all other goods. The liability of Seller hereunder shall be limited to replacing or repairing, at its sole option, any defective goods which are returned to the F.O.B. stated on the face of this invoice (or, at the Seller’s sole option, refunding the purchase price of such goods). In no case are the goods to be returned without first obtaining permission from Seller.
  • Goods or parts which have been subject to abuse, misuse, lightning surge damage, accident, alteration, neglect, unauthorized repair or installation are not covered by warranty. Seller shall make the final determination as to the existence and cause of any alleged defect. Non-defective returns will be charged a 25% minimum restocking fee and is subject to inspection and seller’s evaluation.
  • This warranty is the only warranty made by Seller with respect to the goods purchased or delivered hereunder and may be modified by Seller at any time.
  • Except as provided above Seller makes no warranties, express or implied, and Seller expressly excludes and disclaims any warranty of merchantability or fitness for a particular purpose

 

  1. LIMITATION OF LIABILITY
  • Seller shall not be liable for any loss, damages, or penalty resulting from delay in delivery or failure to deliver when such delay is due to causes beyond the reasonable control of Seller, including but not limited to supplier delays or shortages, acts of God, labor, unrest, fire, explosion, windstorm, hurricane, flood, thunderstorms, or earthquake. In the event of any such delay, at Seller’s sole option, the delivery date may be extended for a period equal to the delay or Seller may terminate this order without liability to Buyer or Seller.
  • Seller’s liability under, for breach of, or arising out of this agreement and/or sale shall be limited to refund of the purchase price. In no event shall Seller be liable for costs of procurement of substitute goods by Buyer. In no event shall Seller be liable for any special, consequential, incidental, indirect, or other damages (including without limitation, loss of profit or loss of data) whether or not Seller has been advised of the possibility of such loss, however caused. Whether for breach or repudiation of contract, breach of warranty, negligence or under any other theory of liability. This exclusion includes any liability that may arise out of any third party claims against Buyer. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

 

  1. RESCHEDULE/CANCELLATION
  • For goods carried by Seller in stock, in the event Buyer cancels its Purchase Order or otherwise defaults in honoring its Purchase Order, Seller is entitled to receive payment from Buyer, as liquidated damages, an amount equal to ten per cent (10%) of the total purchase price of the goods in question. For special order goods, in the event of such default or failure to honor, Seller shall be entitled to all rights and remedies available under the law.
  • No cancellation for cause by Buyer shall be effective unless Seller shall have failed to correct such alleged default within thirty (30) days after receipt by Seller of a written notice of default setting forth in detail all such instances of default.

 

  1. WAIVER The failure by Seller to enforce at any time, any of the provisions of this contract, or to exercise any election or option provided herein, or to require at any time, the performance of Buyer of any of the provisions herein, shall not in any way be construed as a waiver of such provisions.

 

  1. APPLICABLE LAW AND VENUE The contact between the parties is made, governed by and shall be construed in accordance with the laws of Belize. The courts of Belize shall have exclusive venue over any dispute arising out of this Agreement and the sale of the goods and services contemplated herein. Buyer consents to the personal jurisdiction of such courts and acknowledges that it has sufficient contacts with Belize, by virtue of having placed the purchase order with the Seller and agreed to take delivery of the goods F.O.B. in Belize to support such jurisdiction.

 

  1. ERRORS Stenographic and clerical errors in sales made under this contract are subject to correction.

 

  1. ATTORNEY’S FEES : Reasonable attorney’s fees and costs shall be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement.