Our Terms & Conditions of Sale
Sigmund Cohn Corp. (hereafter referred to as "Sigmund Cohn" or the "Seller") thanks you for choosing our company for all of your fabricated metal needs. Please read these terms and conditions carefully.
GOVERNING LAW; ENTIRE AGREEMENT. These terms and conditions are governed by New York law without regard to New York's choice of law. New York courts shall have sole jurisdiction and venue to resolve any disputes hereunder. You and Sigmund Cohn each give irrevocable consent to such jurisdiction and venue and waive your/its respective rights to a jury trial. These terms and conditions (and any accompanying or related purchase agreement or purchase order) constitute the entire agreement between you and Sigmund Cohn and supersede all prior understandings or agreements, verbal or written, with respect thereto.
OFFER OF SALE. The terms and conditions found on the offer and those provided below (the "Terms and Conditions") hereby constitute an offer for sale of the products set forth on the offer (the "Products") by Sigmund Cohn to you (also referred to as the "Buyer"). Unless otherwise provided on the face hereof, offers are available for acceptance for a period of 15 days from the date of this offer. A purchase order by Buyer shall constitute an acceptance of Seller's terms and conditions of sale. When terms on Buyer's purchase order differ from Seller's terms, both parties agree that the Seller's terms only will be in full force and effect.
EXPORT LAWS. The Instrument of Sale and these Terms and Conditions relate to hardware, software and/or technical data (“Products”) that may be subject to export controls under the laws and regulations of the United States. Products that are commercial or have dual-uses may be controlled under the United States Export Administration Regulations (“EAR”), see http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear. Products that are inherently military in nature may be controlled under the International Traffic in Arms Regulations (“ITAR”), see https://www.pmddtc.state.gov/regulations_laws/itar.html. Buyer shall at all times comply with the EAR and the ITAR, as well as any other applicable law or regulation governing the export, transfer, use or re-export of the Products. Buyer agrees that it will not export, directly or indirectly, Products to any country or foreign national for which the United States Department of Commerce, Department of State or any other agency of the United States, at the time of the export requires an export license, permit, authorization or other governmental approval from the applicable agency. Buyer also agrees that it will not conduct business activities without the authorization of the United States government with countries and political regimes restricted by the Office of Foreign Assets Control Country Sanctions Programs, see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx; as well as those individuals and entities set forth on the Entity List, the Denied Persons List, the Unverified Persons List, the Specially Designated Nationals List, the AECA Debarred List and the Nonproliferation Sanctions list available at http://export.gov/ecr/eg_main_023148.asp. Buyer hereby acknowledges that Buyer is familiar with the export laws and regulations referenced in the above paragraphs and understands the provisions. Buyer’s failure to comply in all respects with the requirements of these paragraphs and the export laws and regulations referenced herein shall constitute a material breach of the Instrument of Sale and these Terms and Conditions entitling the Seller to immediately suspend or terminate same.
COMPLIANCE WITH THE FOREIGN CORRUPT PRACTICES ACT: Buyer agrees to comply in all respects with the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, which makes it unlawful for any U.S. company or any officer, director, employee, agent or stockholder thereof acting on behalf of such U.S. company to directly or indirectly offer to pay any bribe, gift or thing of value to any foreign official, candidate for foreign office, foreign political party or party official to influence any act or decision of such persons or entities in their official capacity. Additional information concerning the FCPA can be found at the following web address: http://www.justice.gov/criminal/fraud/fcpa/statutes/regulations.html. Buyer hereby acknowledges that Buyer is familiar with the FCPA and understands its provisions. If requested by Seller, Buyer will from time to time execute Certificates of Compliance with the FCPA. Buyer's failure to comply in all respects with the requirements of this Section and the provisions of the FCPA shall constitute a material breach of the Instrument of Sale and these Terms and Conditions entitling Seller to immediately suspend or terminate same; provided, however, that for purposes of the foregoing, Seller’s “good faith” belief that Buyer has failed to comply in all respects with the requirements of this Section and the provisions of the FCPA shall be sufficient cause for Seller to suspend or terminate the Instrument of Sale and these Terms and Conditions.
PURCHASE ORDERS. The purchase order (the "Purchase Order") may be placed by Buyer in any commercially reasonable manner that Buyer and Seller determine is appropriate, including facsimile or electronic transmission. The Purchase Order will indicate the specific Products, specifications related thereto, quantity, price, total purchase price, payment terms, shipping instructions, requested delivery dates, "bill to" and "ship to" addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Seller until Seller gives express written acceptance of such contingencies. All Purchase Orders are subject to acceptance by Seller. Seller reserves the right to correct clerical errors in any quotation or the Purchaser Order referencing a quotation containing such errors, in each case, prior to Buyer executing the Purchase Order. The Purchase Order, quotation and these Terms and Conditions shall constitute the contract between the parties for the purchase of the Products and/or services identified in the Purchase Order.
PRICE, TAXES AND OTHER CHARGES. All prices are in US dollars. Sales tax will be charged on all Products if a tax exemption certificate is not submitted with the Purchase Order. In addition to payment of the price of the Products, Buyer agrees to pay Seller, either as included on the original invoice for the Products or as may be subsequently invoiced, for use, excise or any other taxes or assessments paid or required to be paid by Seller with respect to the order. Seller is entitled to retain any export duty drawbacks if Seller is the exporter of record.
RISK OF LOSS, INSURANCE AND GRANT OF SECURITY INTEREST TO SELLER.
a) Risk of loss or damage and insurance responsibilities pass to Buyer upon delivery to carrier.
b) Buyer hereby grants and Seller retains a security interest in the Products until payment, in full, has been received by Seller for such Products delivered and services performed. Buyer grants Seller the right, power and authority to perfect its security interest by filing a UCC Financing Statement or by other filings, registrations or notices as may be required in Seller's reasonable discretion. Seller shall cooperate with Buyer in having all UCC Financing Statements promptly terminated upon payment in full for the Products.
SHIPMENT AND DELIVERY.
a) Unless otherwise indicated on Seller's quotation, shipments are FCA Seller's factory or premises as indicated in the quotation. FCA is in accordance with International Chamber of Commerce Incoterms 2010. In the absence of specific instructions from Buyer, Seller may select the carrier and shipping route. Seller will invoice buyer for applicable freight and handling charges.
b) In the absence of express written agreement to a specific delivery date, delivery schedule and delivery dates are as determined by the lead time in Seller's quotation, the date of Seller's acknowledgment of Buyer's Purchase Order, the receipt of the down payment and the information and approvals necessary to proceed with manufacture. Delivery extension in response to a Buyer request will be subject to a 1½% per month delivery extension surcharge.
a) Payment Requirements for U.S.A. For standard product orders, upon approved credit, terms are net 10 days from date of delivery, unless otherwise stated on the sales invoice and must be paid by check, money order, or wire transfer (including ACH and EFT payments). For metal purchases, upon approved credit, terms are net 2 days from date of purchase, unless otherwise stated on the sales invoice and must be paid by wire transfer (including ACH and EFT payments).
b) Payment Requirements for All Other Countries. Payment for all Products or services must be made by wire transfer prior to shipment of the Product, unless otherwise stated on the sales invoice.
c) Past-due accounts will be charged interest at the rate of 1 ½ % per month (or the maximum amount permitted by applicable law, if less) on the amount due until fully paid.
d) Approved credit may be revoked at any time.
e) Seller reserves the right to suspend manufacture and delivery upon failure of Buyer to make agreed upon payments when due, which suspension shall not satisfy Buyer's obligation to pay.
f) If the Buyer's account is turned over to an attorney or collection agency for collection, the Buyer will be subject to an additional charge of 33% to cover collection costs.
g) Refer to Seller's quotation and/or invoice for other specific payment instructions.
SEVERABILITY. If any of these Terms and Conditions or any provision of the contract between Seller and Buyer is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions (or part thereof) shall remain in full force and effect.
NO WAIVER. Seller shall have the benefit of all rights and remedies provided by law or equity. Failure of Seller to exercise or reserve any right or remedy shall not be construed as a waiver thereof or of any other right or remedy.
FORCE MAJEURE. Neither party shall be responsible for delays or failure in performance of the Purchase Order contract (other than failure to pay any amounts due) to the extent that such party was hindered or prevented in its performance by any act of God, strike or other labor dispute, war or war condition, riot, civil commotion, terrorist activities, government regulation, embargo, fire, flood, accident or any other casualty, unavailability or shortages of materials or any other occurrence beyond its reasonable control.
INDEMNITY. You agree, as a condition of use and at your own expense, to indemnify Sigmund Cohn against any and all liabilities, judgments, damages or expenses (including reasonable outside attorneys' fees) resulting from breach or claimed breach of these Terms and Conditions or the accompanying Purchase Agreement or Purchase Order.
PRODUCT WARRANTY. Buyer is solely responsible for making an independent assessment as to whether the products ordered by Buyer will meet its specific needs, even if Buyer has discussed these needs in detail with Sigmund Cohn. Sigmund Cohn warrants for a period of 90 days from the date of delivery that any product purchased by Buyer from Sigmund Cohn will comply with the particular specifications agreed to in writing by Sigmund Cohn and Buyer at the time of order. To the extent requested, Sigmund Cohn will provide Buyer with written testing documentation or other certifications confirming that the products ordered conform to the agreed upon specifications. There may be an additional charge to Buyer for certain certifications. Any material sent by Buyer to a third party for any alterations to the manufactured product will automatically void the product warranty.
PRODUCT RETURNS. Buyer may return products that are defective or otherwise manufactured not in accordance with the agreed upon specifications within ninety (90) days of delivery of the defective or non-conforming materials. In the event of such a defect or non-conformity, Seller will, either replace or correct the defective materials or accept their return for a credit or refund. Prior to returning defective or non-conforming materials, Buyer must contact firstname.lastname@example.org and provide the original sales order number covering the defective material and await a reply with a return material authorization (RMA) number.
NON-QUALIFIED RETURNS. Non-qualified and non-conforming returns are not included in Seller’s return policy and, if returned, will be rejected. In no event shall the Seller be liable for 1) product damaged in shipment or otherwise without fault of Seller; 2) defects in product due to negligence (other than that of the Seller), accident, abuse, improper care or storage, abnormal condition of temperature or moisture; 3) damage to product that has been altered or tampered with in any way other than by Seller; or 4) expense incurred by Buyer in attempting to correct any defects in or nonconformance of goods.
SIGMUND COHN'S SOLE OBLIGATION IS TO MANUFACTURE PRODUCTS IN ACCORDANCE WITH CERTAIN SPECIFICATIONS. SIGMUND COHN MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR SIGMUND COHN DOES NOT WARRANT THAT PRODUCTS, EVEN IF MANUFACTURED TO BUYER'S SPECIFICATIONS, WILL MEET BUYER'S NEEDS AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED TO BUYER BY SIGMUND COHN SHALL CREATE ANY WARRANTY OR REPRESENTATION TO THE CONTRARY.
LIMITATION OF LIABILITY – NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SIGMUND COHN, ITS SUPPLIERS OR THEIR OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE TO ANY ENTITY OR INDIVIDUAL FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, COST TO PROCURE REPLACEMENT OR SUBSTITUTE GOODS), WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN THAT ARE RELATED TO THE USE OF ANY SIGMUND COHN PRODUCT EVEN IF SIGMUND COHN IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.