Thank you for your interest in SigmaGraft Inc. ("SigmaGraft") products. The following provisions set forth the terms and conditions on which "SigmaGraft" sells its products.
- Terms of Sale
Purchase of any products sold by SigmaGraft shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by SigmaGraft. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and (except for delivery, billing addresses, quantities, prices and items ordered), any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. Notwithstanding the foregoing, SigmaGraft reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of SigmaGraft may be applicable with respect to certain products. - Prices
The price for the Product shall be as set forth in the Agreement (the "Price"). Unless otherwise stated, the Price is for delivery by the appropriate shipper or courier service and exclusive of all taxes, customs, duties and insurance. All pricing quotes must be documented in writing and signed by SigmaGraft to be valid. Prices quoted, unless otherwise stated, refer to 1 unit of product. All prices are firm for 30 days from the date quoted. SigmaGraft reserves the right to change the prices and specifications of its products at any time without notice. Products purchased from distributors will be at the prices set by those distributors and subject to the terms and conditions of sale of the distributor. - Tax Information
Any tax, assessment, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be paid by Buyer in addition to the price quoted or invoiced. If SigmaGraft is required to prepay any such tax or fee, Buyer will reimburse SigmaGraft. Any and all current or future taxes, fees, or governmental charges applicable to the sale, delivery or shipment of the Product that Seller is required to pay or collect shall be payable by Customer either directly or if paid by Seller, paid by Customer within ten (10) days of the date of invoice from Seller of such additional costs and not subject to any offset or reduction for any reason. Buyer must provide SigmaGraft with a resale/exemption certificate in order to avoid the withholding of applicable taxes. No refund or adjustment to previously withheld taxes will be made by SigmaGraft sixty (60) days after the invoice date. Proof of certification should be mailed to: SigmaGraft Inc. 575 SAlly Place Fullerton CA 92831. - Payment
Payment is due prior to shipping unless otherwise approved by SigmaGraft in writing. Credit card payments will not be accepted without prior approval from SigmaGraft. Buyer's obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to Buyer will be applied against delinquent balances before payment or reimbursement is made. Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If SigmaGraft agrees with the billing dispute, SigmaGraft will credit Buyer the amount of the agreed-upon billing dispute. All billing disputes must be made within six (6) months of the applicable invoice date, or will be deemed to be waived. SigmaGraft reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse SigmaGraft for all costs and expenses it may incur in connection with collection of any amounts owed to SigmaGraft or enforcement of its rights, including without limitation, reasonable attorneys' fees and expenses, court costs, and costs of collection agencies. - Risk of Loss
Risk of loss of the Product shall transfer to Customer on the Shipment Date. - Returned Goods Policy
Product returns are subject to the following conditions: [1] All returns are subject to the prior authorization of SigmaGraft, in its discretion. Buyer must notify Customer Support at (714) 525-0114 and complete a Return Request Form. The Return Request Form requires lot numbers, quantities and part numbers along with a specific reason for return. Customer Support will either authorize or deny the request for return. Only items appearing on an approved Return document are acceptable for return. Product returns will only be accepted from the original purchaser. Product returns will not be accepted from third party return companies. Unauthorized returns will be destroyed and no credit issued. All authorized returned goods must be shipped freight prepaid to the SigmaGraft location indicated on the Return document. [2] All Products returned within 30 days of delivery are subject to a 25% restocking charge, except for Products shipped-in-error. Products returned after 30 days are considered excess stock and will be eligible for 50% credit. No Products will be accepted for return after 90 days from the date of delivery. [3] Subject to paragraph 2 above, credit will be issued at the net purchase price for all authorized returns, provided: a) Products have at least one year shelf-life remaining. b) Proper authorization has been obtained prior to return of products. c) Products are in their original packaging. d) Products are current inventory items. e) The Products have been shipped and billed to Buyer by SigmaGraft, and Buyer has paid for said Products. [4] Certain Products are not eligible for return. These are: a) Products that have deteriorated because of improper storage, handling, abuse or other factors. b) Products that have been opened, partly used or which the labels or seals have been removed or tampered. c) Products that have been involved in a special promotion sale. d) Broken, damaged or opened cases. Resealed cartons are not eligible for return. e) Special products made to Buyer's specification. f) Products over two (2) years old. [5] Products that are to be returned for repair (e.g., medical device products) must be accompanied by an approved Repair Notification. [6] Credits for returned goods are conditioned upon SigmaGraft inspection and approval of such goods upon their return. If SigmaGraft determines, in its discretion, that any returned goods are not eligible for return due to any of the reasons provided in paragraph 4 above, Buyer will not receive a credit, even if a Return document was issued. No advance credits will be accepted. - Warranty
With respect to disposable products, SigmaGraft warrants to the original purchaser that, at time of delivery, each standard product manufactured by SigmaGraft shall be free of defects in material and workmanship and, when used for the purposes and indications described on the labeling, is fit for the purposes and indications described on the labeling. All warranties for a product shall expire as of the product expiration date. SigmaGraft warranty hereunder shall not apply if: [i] a product is not used in accordance with its instructions or if it is used for a purpose not indicated on the labeling; [ii] any alterations or other work has been performed by Buyer or others on such item, other than work performed with SigmaGraft’s authorization and according to its approved procedures; or [iii] the alleged defect is a result of abuse, misuse, improper maintenance, accident or the negligence of any party other than SigmaGraft. The warranty set forth herein is conditioned upon proper storage, use and maintenance in accordance with applicable written recommendations of SigmaGraft. The warranty furnished hereunder does not extend to damage to items purchased hereunder resulting in whole or in part from the use of components, accessories, parts or supplies not furnished by SigmaGraft. Except as expressly provided herein, SigmaGraft makes no representation or warranty of any kind, expressed or implied with respect to any products, parts or services provided by SigmaGraft including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The sole and exclusive remedy for breach of any warranty is limited to the remedies provided in the paragraph above. - Miscellaneous
[1] Any required notices shall be given in writing, in the case of SigmaGraft, at the address set forth below, and in the case of Buyer, at the address designated on Buyer's purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail. [2] Except as expressly provided herein, no changes or modifications to, or waiver of, any of these terms and conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. SigmaGraft’s failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and SigmaGraft may, at its option, from time to time, exercise any of its rights or remedies. [3] These Terms bind Buyer and its successors and permitted assigns. [4] SigmaGraft will use its reasonable efforts to fill orders, but SigmaGraft shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Buyer agrees that in such events SigmaGraft may allocate products among all purchasers as it deems reasonable, without liability. SigmaGraft reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product. [5] The products are sold subject to California law. These terms and any dispute or claim arising out of or relating to these terms or the sale of Products ("Claim") shall be governed by and construed under California law, notwithstanding its law of conflicts of law. If any Claim cannot be settled amicably between the parties, such Claim shall be tried by a court and not a jury. Buyer expressly and unconditionally waives its rights to a jury trial in any such Claim. [6] SigmaGraft shall promptly deliver written notice or verbal, followed by written, notice of any recall of Product. Should the recall require Products be removed from the market, SigmaGraft shall, to the extent reasonably possible and at SigmaGraft’s option, replace any such recalled Products as soon as practicable with comparable Products not subject to such recall or repair any such recalled Products and return them to Buyer. [7] Buyer may not change, adulterate, obscure, remove or deface trademarks, trade names or labels appearing on any Product of SigmaGraft. [8] In all cases, all intellectual property rights in and to, and all technology relating to, the Products supplied to Buyer, their design and all improvements thereto or thereof, whether or not such Product, design or improvement is made pursuant to Buyer's specifications or at Buyer's expense shall be and remain the exclusive property of SigmaGraft. [9] Any knowledge or information that Buyer may disclose to SigmaGraft shall not be deemed to be confidential or proprietary information, and shall be acquired by SigmaGraft free from any restriction. [10] SigmaGraft shall not in any event be liable to buyer for any indirect, incidental, special, punitive or consequential damages (including any damage for lost profits), or otherwise arising out of or in connection with furnishing of products, parts or service hereunder, or the performance, use of, or inability to use any products, parts or service, or otherwise, whether based in contract, warranty, tort, including without limitation, negligence, or any other legal or equitable theory. SigmaGraft’s total liability for any claim or action shall not exceed the purchase price of the products out of which such claim or action arose. [11] If any of the products are medical devices, Buyer acknowledges that it is familiar with the Safe Medical Devices Act of 1990 (the "Devices Act") and the reporting obligations imposed on device users thereunder. In this regard, Buyer agrees to notify SigmaGraft within ten (10) days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Buyer and/or SigmaGraft (except for events representing an imminent hazard that require notification to the United States Food and Drug Administration (the "FDA") within seventy-two hours, in which case, such notice will be delivered to the other party immediately). Buyer shall maintain adequate tracking for the products to enable SigmaGraft to meet the FDA requirements applicable to the tracking of medical devices. - Shipping
[1] Freight charges will be prepaid when orders are shipped via a transportation mode and carrier selected by SigmaGraft. Unless otherwise stated in an agreement, shipment of products will be shipped EXWorks. [2] When expedited delivery, specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside deliveries are subject to additional charges based on current common carrier rates or hourly rates. [3] Products will be shipped on a scheduled order and delivery basis. Orders shipped outside Buyer's order and delivery schedule may be subject to a handling charge of $75.00. SigmaGraft will provide proof of delivery upon request. - Damage or Loss in Transit
Identity of items and extent of damage or loss must be noted on Buyer's copy of the delivery document by the agent of the transportation company. If damage is discovered after receipt of shipment, notify the transportation company immediately and request that inspection be made and an inspection report rendered. Buyer must report concealed shortages or damages within shipments to SigmaGraft Customer Support within 3 business days of delivery or credit will not be allowed. In addition, Buyer must provide SigmaGraft with a copy of Buyer's claim request accompanied by a delivery receipt or an inspection report upon which the transportation company has properly noted such damage or loss, and SigmaGraft will issue a credit for the loss or damage and file a claim with the carrier. If such information is not received within ten (10) days of delivery, no credit will be issued. Send copy of carrier freight bill to Customer Support indicating item and quantity damaged or not received. Count and inspect your freight before carrier departs. Damaged merchandise should not be accepted.