Welcome to SMIArms.com, a division of Signature Manufacturing.

Cart:

0 item(s) - $0.00
You have no items in your shopping cart.

 

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS FOR PURCHASING FROM SIGNATURE MANUFACTURING CAREFULLY:

 SIGNATURE MARKETING, INC. D.B.A. SIGNATURE MANUFACTURING

 TERMS AND CONDITIONS FOR SALES OF PRODUCTS AND/OR SERVICES rev 25 August 2016.  Last revision 14, October 2014

 

SIGNATURE MARKETING, INC. D.B.A. SIGNATURE MANUFACTURING (“SMI”) sells its products and services under the terms and conditions set out in this document.  By signing the document or part performance of any of the terms and conditions, a contractual relationship is established between SMI and the purchaser of products or services (“Purchaser”).

 

ARTICLE 1 - ORDERS

1.1 Subject to the terms and conditions hereof, SMI offers to sell the Product(s) and/or Service(s) set forth in a purchase order (“Order”).  

 1.2 The Order identifies the Product(s) and Service(s). Full  acceptance  or  refusal  of  the  Order  within  three  (3)  working  days  from  Order submission is required. Orders may be submitted and accepted via:   facsimile, regular mail, electronic mail, or hand delivery. Partial performance will be deemed acceptance of the Order under these terms and conditions.

ARTICLE2–ACCEPTANCE OF THE TERM(S) AND CONDITIONS  

2.1 This document governs the terms and conditions of every Order and future Orders unless modified in writing by SMI.  The acceptance of an Order, shipment of Products (in whole or in part), performance of requested Services, or any other method selected or used to express assent to these provisions, shall be deemed to reflect full and unconditional acceptance of these terms and conditions. SMI SHALL NOT BE OBLIGATED TO SELL ANY PRODUCTS AND/OR SERVICES THAT HAVE NOT BEEN INCLUDED IN AN ORDER. 

ARTICLE3–ORDER OF PRECEDENCE  

3.1 In case of conflict or inconsistency between an Order and these Sales Terms and Conditions, these Terms and Conditions control.

 3.2 If a licensing agreement, joint development  agreement,  or  other  intellectual  property-­‐related  agreement  is in  place,  it will govern the intellectual property-­‐related  matters and will apply in addition to these Terms and Conditions.

 ARTICLE4–NON-­‐EXCLUSIVE RELATIONSHIP; NO COMMITMENT TO SELL 

4.1 SMI makes no commitment of any kind with respect to a sales volume notwithstanding anything herein or in any Order to the contrary. Specifically, the parties acknowledge that the legality or demand for Products ordered may change.

ARTICLE5–PRICES  ANDPAYMENT TERMS; AUDIT  

 5.1 Purchaser shall pay the price(s) set out in the Order.  

  5.2 A reasonable price may be charged for sample parts (“Sample Charges”), and can be deducted from payment due of shipped items as long as listed in the Order. 

  5.3 Invoices  shall  be mailed, e-mailed, or faxed to  the  address  specified  in  the  Order on the date  of shipment  of the Products  or complete  performance  of the Services  (or as otherwise  agreed  by  the  Parties  in  writing).  Invoices will state the Order number. Payment is due prior to shipping or delivery of the Product or Service.

  5.4 All parties shall use their best efforts to promptly settle any dispute relating to Product or Service conformance or invoice correctness. Payments received by SMI shall not be construed as a waiver of any of SMI’s rights. SMI may set off any amount owed by SMI against any amount owed to SMI.

  ARTICLE6–TAXES

  6.1 PURCHASER SHALL PAY AND INDEMNIFY SMI AGAINST ALL CLAIMS AND LIABILITIES FOR THE PAYMENT OF ALL TAXES (INCLUDING PENALTIES) LEVIED OR IMPOSED AND RELATED TO OR ASSESSED UPON THE PROFITS OR ASSUMED PROFITS OF SMI.

  6.2 If incurred in performance of Services or provision of Products, Purchaser shall pay or reimburse customs duties applicable to the Products (if any), which are properly documented and levied in accordance with applicable law by any properly constituted governmental authority.

  6.3 If SMI has a legal responsibility to collect any taxes directly from Purchaser, such taxes shall be invoiced to Purchaser and due upon receipt of the invoice.

  6.4 Upon written request of SMI, Purchaser shall provide SMI with evidence to confirm Purchaser’s compliance with governmental payment obligations.

  6.5 Purchaser will provide a copy of an executed state sales tax exemption certificate if requested or provide appropriate response to the Kansas Department of Revenue’s Multi-Jurisdiction Exemption Certificate Form and any other sales tax inquiry form requested by any department of the State of Kansas.

  ARTICLE7–TERMINATION AND CHANGE OF ORDERS

  7.1 At any time prior to or after its acceptance and without recourse, SMI may terminate/cancel an Order. Any work in progress, and any cost incurred in fulfilling the Order up to such time of termination shall be reimbursed by the Purchaser.

  7.2 SMI has the right to make changes in an Order at any time. If change(s)  trigger  increased  or decreased  costs  or a longer  or shorter  period  for delivery  of Products  or provision  of Services, or otherwise affects any of the other conditions applicable to the originally submitted Order, notice will be provided within ten (10) working days from Order change(s) unless a shorter period is agreed to in writing. Failure of SMI to notify within ten days from the Order change will not constitute a waiver of SMI’s right and remedies of SMI.

  7.3 SMI has the exclusive right to make any changes unless SMI expressly agrees to a proposed change in writing.

 ARTICLE8–WARRANTIES; QUALITY & INSPECTION

 8.1 By signing below, proceeding with the purchase or performing any part of these terms & conditions, it is understood that SMI is offering no warranty of any kind or type of the Products or Services.

 8.2 If any Products delivered are found to be defective, Purchaser may return them, at Purchaser’s expense and risk, for correction, replacement or credit, as SMI may determine and direct.  If any Service(s) is not performed in accordance with the Order, the service will be re-­‐performed and all such actions as are required to rectify the matter will be taken, at Purchaser’s expense and risk.

 8.3 If Products are returned to SMI for repairs or defects are discovered in Products after distribution or sale by SMI the risk of loss of, or damage to, Products will be borne by Purchaser. While at Purchaser’s facility (excluding the transport phase to and from said facility, unless otherwise agreed by the Parties), the risk of loss of, or damage to the Products shall be borne by Purchaser.

 8.4 SMI specifically excludes any warranty stated or implied as to the suitability for a product, including firearms, complete uppers, bolts, bolt carrier groups, to function with any other product not made by SMI.  SMI specifically excludes any claim or warranty whether stated or implied that any SMI product will work with or function with a particular model, type or brand of ammunition.

 ARTICLE9–PACKING; SHIPMENT

 9.1 Purchaser and SMI will cooperate to obtain the best shipping service and cost for delivery.  SMI reserves the right to select the means of transport and carrier for Product shipment.

 ARTICLE10–LIENS

 10.1 Purchaser agrees that it shall not allow any liens to attach to the Products or other any property of SMI.  Upon request, Purchaser will furnish receipts and releases showing that all related costs and expenses have been paid.  PURCHASER SHALL INDEMNIFY AND HOLD SMI HARMLESS FROM ANY AND ALL LIENS AND/OR CLAIMS THAT PURCHASER ALLOWS TO ATTACH TO ANY PROSUCT. SMI retains full title to all Product until full payment is received from Purchaser.

 ARTICLE11–INTELLECTUAL PROPERTY RIGHTS

 11.1 Purchaser hereby grants to SMI, without further cost to SMI, an irrevocable, non-‐exclusive and royalty-­‐free license to make, have made, use, and sell Products that embody any and all inventions and discoveries that may be made, conceived, or actually reduced to practice in connection with the performance of an Order.

 11.2 If SMI furnishes specifications, requirements, designs, or other information for the manufacture of the Products, Purchaser acknowledges and expressly agrees that SMI is and remains the sole and exclusive owner of:

 (i)            the Products;

 (ii)           all specifications, requirements, designs and other information;

 (iii)          all improvements, modifications, derivative works;

 (iv)         all intellectual property rights in both the Property and the specifications, requirements, designs or other information; and

 (v)          all improvements, modifications and/or derivative works that are made, developed, conceived or actually reduced to practice.

 11.3 Without further cost to SMI, Purchaser hereby grants, assigns and  transfers  to  SMI  all present and future rights, including intellectual property rights, title, and interest in and to the Product(s), the improvements, modifications, derivative works, and the specifications, requirements, designs and other information. Without further cost to SMI, Purchaser shall also cause its employees, consultants, contractors, agents and their employees, to transfer to SMI all present and future rights, title, and interest in and to, the Product(s) and the improvements, modifications, derivative works, and the specifications, requirements, designs, and other information.

 11.4 If SMI provides special tools, dies, molds, or patterns for the performance of an Order, it is the property of SMI, though Purchaser is required to bear the cost of such tools, dies, molds, or patterns. If special tools have been ordered, developed, or used to perform an Order and charged to SMI, title thereto shall, at SMI’s discretion, vest in SMI.

 ARTICLE12–LIABILITIES AND INDEMNITIES

 12.1 Regardless of where/when title to the Products is transferred, the risk of loss of, or damage to, the Products shall pass to Purchaser when it leaves the door of SMI.

 12.2  PURCHASER SHALL DEFEND, INDEMNIFY, AND HOLD SMI, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, AND INVITEES HARMLESS AGAINST ANY CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, PROCEEDINGS, AWARDS, DAMAGES, LOSSES, FINES, PENALTIES,   COSTS, EXPENSES, AND LIABILITIES, INCLUDING LITIGATION COSTS AND  REASONABLE ATTORNEY’S FEES (“CLAIM(S)”) ARISING OUT OF DEATH, ILLNESS  OR INJURY, OR PROPERTY LOSS OR DAMAGE, AS A RESULT OF OR IN CONNECTION  WITH:

 (I)            THE NEGLIGENT ACTS OR OMISSION OF PURCHASER (OR ANY OF ITS EMPLOYEES OR CONTRACTORS) UNDER THE AGREEMENT;

 (II)          PURCHASER’S (OR ANY OF ITS EMPLOYEES’ OR CONTRACTORS’) BREACH OF PURCHASER’S OBLIGATIONS UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF WARRANTY OR DUTY, PRE-­‐EXISTING CONDITIONS, STRICT PRODUCT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR ANY OTHER CAUSE; OR

 (III)         ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT, OR ANY LITIGATION BASED THEREON, WITH RESPECT TO ANY PRODUCTS (OR PART THEREOF), OR USE THEREOF.

 12.3  PURCHASER SHALL BE LIABLE TO SMI FOR ANY PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES SUSTAINED BY SMI (OR ITS AFFILIATE) IN CONNECTION WITH PURCHASER’S FAILURE TO FULFILL THE OBLIGATIONS OF THE ORDER, INCLUDING WITHOUT  LIMITATION  BUSINESS  INTERRUPTIONS, LOSS OF PROFITS,  LOSS OF REVENUES, LEGAL FEES, LOSS OF USE OF ASSETS,  AND LOSS OF CONTRACTS. SMI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES SUSTAINED BY PURCHASER SHOULD SMI CANCEL OR TERMINATE AN ORDER

 ARTICLE13–CONFIDENTIALITY

 13.1 Purchaser acknowledges that all information of SMI or its Affiliates, disclosed to, or obtained by Purchaser or its Affiliate as a result of any Order is confidential and proprietary to SMI (“Confidential Information”).

 13.2 Purchaser agrees to treat Confidential Information as secret and never to disclose, distribute, publish, copy, reproduce, sell, lend, manipulate, or otherwise make use of, or permit use to be made of, it except for the purpose of performing the Order and except with SMI’s prior written consent.  Purchaser agrees to disclose the Confidential Information, in whole or in part, only to Purchaser’s officers, directors, and employees strictly on a need-­‐to-­‐know basis.  With respect to customized Products, Confidential Information will only be disclosed to such officers, directors, and employees who shall have agreed in writing to a non-disclosure agreement with no less restrictive terms than the restrictive disclosure terms of this Agreement. With respect to customized Products, if Purchaser desires to utilize persons who are not its employees for the performance of the Order, Purchaser agrees to obtain SMI’s prior written consent and a prior written non-­‐disclosure agreement with terms no less restrictive than the restrictive disclosure terms from each such persons. SMI shall have the right to audit all written non-disclosure agreements.  The parties agree that the "Mutual Confidentiality and Non-circumvention Agreement" already executed by Purchaser is incorporated in and made part of this document by reference as if it was set out again here in its entirety.

 13.3 Purchaser expressly acknowledges  that any disclosures  made by SMI do not grant Purchaser any right other than the limited  right  to  use  the  Confidential  Information  for  the  performance of an Order.  These Sales Terms and Conditions and nothing contained herein will not be construed as granting to Purchaser or conferring to Purchaser any rights to SMI’s trademarks, inventions, copyrights, patents, plans, files, confidential information, or the like.

 13.4 Purchaser shall return all Confidential Information to SMI or certify in writing that such information has been destroyed upon completion of termination of the Order.   Partial damages for plans/models shall be paid by the purchaser if these plans/models are not returned or certified destroyed in writing by Purchaser.  The Parties agree that the partial damages are  $100,000.00 per plan or solid model and are to be paid immediately should Purchaser fail to provide written certification within 7 calendar days of a request by SMI or by Termination, that they no longer possess any plans, models or confidential information.

 13.5 Purchaser shall not advertise or publish the fact that it has contracted with SMI, nor use SMI’s name in any advertisement, publication, brochure or website, without prior approval of SMI.

 13.6 NOTICE:  THIS AND THE INFORMATION PROVIDED BY SMI IS TECHNICAL DATA AND ANY PRODUCTS PRODUCED FROM THIS DATA OR DERIVED FROM THIS DATA IS CONTROLLED UNDER THE U.S. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) AND MAY NOT BE EXPORTED TO A FOREIGN PERSON, EITHER IN THE U.S. OR ABROAD, WITHOUT THE PROPER AUTHORIZATION BY THE U.S. DEPARTMENT OF STATE.

 ARTICLE14–DEFINITIONS; GENERAL LEGAL PROVISIONS

 14.1 Neither Purchaser, nor SMI, will be liable for delay or non-­‐performance of its obligations hereunder (or part thereof) if the  cause  of delay  or non-­‐performance  is an  event  which  is unforeseeable,  beyond  the  control  of the  Party  affected, including without limitation acts of God, acts of civil or military authority, governmental orders, war, fire, explosion, labor unrest (except if limited to the Party affected) or epidemic (“Force Majeure”). The Party affected shall promptly notify the other Party and make reasonable efforts to mitigate the effects of Force Majeure with reasonable dispatch.

 14.2 This document shall not be construed as creating a joint venture, partnership, or other relationship that would benefit a third party. Neither Party shall act or be deemed to act on behalf of the other Party (or its Affiliates), or have the right to bind the other Party (or its Affiliates). Each Party shall remain an independent entity.

 14.3 Purchaser will comply with, and adhere to, all applicable laws and regulations that may apply.  In addition, Purchaser will obtain and maintain all required licenses and permits.  PURCHASER WILL DEFEND, INDEMNIFY, HOLD SMI HARMLESS AGAINST ANY CLAIMS ARISING OUT OF OR RELATED TO COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS OR REGULATIONS. 

 14.4 Purchaser  will not,  without  the  prior  written  consent  of  SMI,  assign  its  rights  and obligations  under  these  Sales  Terms and Conditions.  Any purported assignment, without consent, shall be null and void. However, SMI shall have the right to assign, in whole or in part, its rights and obligations under these Terms and Conditions to any of its Affiliates.

 14.5 Purchaser agrees that it will not (and will ensure that its employees  shall not) either directly or indirectly: pay, promise to pay, authorize the payment of, transfer, money, or anything of value, or offer any inducement in any form to any employee or representative  of SMI, an official of any governmental  body or agency or instrumentality  thereof, or political party, to secure any advantage or benefit in relation to the matters contemplated herein, or to influence the act or omission of any of the aforesaid  persons  in order to obtain or retain business related hereto, or obtain any improper advantage or benefit, or obtain or maintain business through illegal conduct or practices of unfair competition. Any breach of the foregoing shall be a material breach of this agreement.

 14.6 The Order, these Sales Terms and Conditions, and the rights and duties of the Parties shall be governed by, construed, enforced, and performed in accordance with, the laws of the state of Kansas (USA), without regard to its principles of conflicts of law. The Parties agree to the exclusive jurisdiction and venue of the Kansas State Courts sitting in Johnson County, Kansas, and the Federal Courts sitting in Wyandotte County, Kansas.

 14.7 EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 14.8 The rights and remedies of SMI stated in these Terms and Conditions are not the exclusive rights and remedies and apply in addition to any other rights and remedies available at law, in contract, in equity or otherwise.

 14.9 These Terms and Conditions embody the entire agreement between the parties with respect to the subject matter hereto and prevail over any previous oral or written understandings,  commitments or agreements pertaining to the subject matter hereof. SMI reserves the right to update these Terms and Conditions; said revised/updated versions shall only apply once communicated to Purchaser.  Use of this web site by the Purchaser after an update of the return policy or terms and conditions shall constitute notice to the Purchaser and proof that SMI has communicated such changes to the Purchaser.

 14.10 Any provision herein which in any way contravenes applicable laws or regulations is severable to the extent of such contravention, and the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. The provisions hereof shall, to the extent legally possible, prevail (and to the extent legally impossible, be stricken). The Parties shall promptly negotiate to restore the provisions hereof as near as possible to its original intent and economic effect should a provision be found to violate the law.

 14.11 The provisions hereof which by their nature are intended to survive the expiry or termination of any Order (including without limitation warranty, indemnity/liability and confidentiality provisions) shall remain in full force and effect after said expiry or termination.

 14.12 The headings contained herein are for convenience of reference only.

 14.13 The terms and conditions contained herein may not be discharged in whole or in part by waiver, renunciation, or failure of enforcement, unless specifically agreed to in writing by the Party to which said terms and conditions benefit.

 

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.


Copyright
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Signature Manufacturing. The collective work includes works that are licensed to Signature Manufacturing. Copyright 2003, Signature Manufacturing ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Signature Manufacturing or purchasing Signature Manufacturing products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Signature Manufacturing or to purchase Signature Manufacturing products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Signature Manufacturing. You further agree not to change or delete any proprietary notices from materials downloaded from the site.


Trademarks
All trademarks, service marks and trade names of Signature Manufacturing used in the site are trademarks or registered trademarks of Signature Manufacturing


Warranty Disclaimer
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Signature Manufacturing disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Signature Manufacturing does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Signature Manufacturing does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.


Limitation of Liability
Signature Manufacturing shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Signature Manufacturing has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.


Typographical Errors
In the event that a Signature Manufacturing product is mistakenly listed at an incorrect price, Signature Manufacturing reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Signature Manufacturing reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Signature Manufacturing shall issue a credit to your credit card account in the amount of the incorrect price.


Term; Termination
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Signature Manufacturing without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.


Notice
Signature Manufacturing may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Signature Manufacturing.


Miscellaneous
Your use of this site shall be governed in all respects by the laws of the state of Kansas, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Signature Manufacturing products) shall be in the state or federal courts located in Johnson County, Kansas. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Signature Manufacturing products) must be commenced within one (1) year after the claim or cause of action arises. Signature Manufacturing's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Signature Manufacturing may assign its rights and duties under this Agreement to any party at any time without notice to you.


Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Signature Manufacturing or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.


Participation Disclaimer
Signature Manufacturing does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Signature Manufacturing is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Signature Manufacturing reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Signature Manufacturing in its sole discretion.


Indemnification
You agree to indemnify, defend, and hold harmless Signature Manufacturing, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.


Third-Party Links
In an attempt to provide increased value to our visitors, Signature Manufacturing may link to sites operated by third parties. However, even if the third party is affiliated with Signature Manufacturing, Signature Manufacturing has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Signature Manufacturing. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Signature Manufacturing seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).

 

 

 

 

 

 PLEASE READ THE FOLLOWING TERMS AND CONDITIONS FOR SELLING TO SIGNATURE MANUFACTURING CAREFULLY:

 

SIGNATURE MARKETING, INC. D.B.A. SIGNATURE MANUFACTURING

 

TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES by SMI rev. 27 August 2016.  Previous rev: 20 October 2014

 

SIGNATURE MARKETING, INC. D.B.A. SIGNATURE MANUFACTURING (“SMI”) purchases products and services under the terms and conditions set out in this document.  By signing the document or performing on any of the terms and conditions, a contractual relationship is established between SMI and the supplier of Products or Services (“Supplier”).

 

 ARTICLE 1 - ORDERS

 1.1 Subject to the terms and conditions hereof, SMI offers to purchase the Product(s) and/or Service(s) set forth in its purchase order (“Order”).  

 1.2 The Order identifies the Product(s) and Service(s). Full  acceptance  or  refusal  of  the  Order  within  three  (3)  working  days  from  Order submission is required. Orders may be submitted and accepted via:   facsimile, regular mail, electronic mail, or hand delivery.    

 ARTICLE2–ACCEPTANCE OF THE TERM(S) AND CONDITIONS  

 2.1 This document governs the terms and conditions of every Order and future Orders.  The acceptance of an Order, shipment of Products (in whole or in part), performance of requested Services, or any other method selected or used to express assent to these provisions, shall be deemed to reflect full and unconditional acceptance of these terms and conditions. SMI SHALL NOT BE OBLIGATED TO PURCHASE AND PAY FOR ANY PRODUCTS AND/OR SERVICES THAT HAVE NOT BEEN INCLUDED IN AN ORDER. 

 ARTICLE3–ORDER OF PRECEDENCE  

 3.1 In case of conflict or inconsistency between an Order and these Purchase Terms and Conditions, these Terms and Conditions control.

 3.2 If a separate agreement (“Purchase Contract”) exists, that Purchase Contract applies in place of these Purchase Terms and Conditions. If a licensing agreement, joint development  agreement,  or  other  intellectual  property-­‐related  agreement  is in  place,  it will govern the intellectual property-­‐related  matters and will apply in addition to these Terms and Conditions.

 ARTICLE4–NON-­EXCLUSIVE RELATIONSHIP; NO COMMITMENT TO BUY 

 4.1 Unless the Order is for customized Products or Services to be developed in accordance with SMI’s proprietary specifications and requirements, a non-exclusive relationship is established by this document.  Products and Services that are customized for SMI will not be sold to any person or entity except by SMI, except as expressly agreed in writing by SMI prior to any such sale. 

 4.2 SMI makes no commitment of any kind with respect to a purchase volume notwithstanding anything herein to the contrary. Specifically, the parties acknowledge that the legality or demand for Products ordered may change.

ARTICLE5–PRICES AND PAYMENT TERMS; AUDIT  

5.1 SMI shall pay the price(s) set out in the Order.  

5.2 A reasonable price may be charged for sample parts (“Sample Charges”), and can be deducted from payment due of shipped items as long as listed in the Order. 

5.3 By signing this document or performing on any of the Terms and Conditions, it is warranted that the prices charged to SMI are the same or substantially similar, taking into consideration the volumes of comparable sales, as are or would be charged to others for substantially similar Products.  

5.4 Invoices  shall  be mailed  to  the  address  specified  in  the  Order on the date  of shipment  of the Products  or complete  performance  of the Services (or as otherwise  agreed  by  the  Parties  in  writing).  Invoices will state the Order number. Payment is due within Thirty (30) days from SMI’s receipt of invoice and Product or Service, whichever shall be later unless, in SMI’s reasonable opinion:

(i)            the Products or Services are defective, or fail to conform to the warranties provided here; or

(ii)           SMI disputes the correctness of the invoice submitted.

(iii)           Product or packaging isi not labelled and/or a ship ticket is not attached to the packaging.

All parties shall use their best efforts to promptly settle any dispute relating to Product or Service conformance or invoice correctness. Payments made by SMI shall not constitute acceptance of the Products or Services, or be construed as a waiver of any rights SMI may have for defective or non-­‐conforming Products or Services. SMI may set off any amount owed by SMI against any amount owed to SMI. As applicable, an early payment discount may be mutually agreed upon.   

 ARTICLE6–TAXES

 6.1 SUPPLIER SHALL PAY AND INDEMNIFY SMI AGAINST ALL CLAIMS AND LIABILITIES FOR THE PAYMENT OF ALL TAXES (INCLUDING PENALTIES) LEVIED OR IMPOSED AND RELATED TO OR ASSESSED UPON THE PROFITS OR ASSUMED PROFITS OF SUPPLIER.

 6.2 If incurred in the due and proper performance of the Services, SMI shall pay or reimburse customs duties applicable to the Products (if any), which are properly documented and levied in accordance with applicable law by any properly constituted governmental authority. If such customs duties were triggered by Supplier’s breach of warranty or other material obligation, the payment therefore is borne by Supplier. Unless stated otherwise in the Order, THE PRICES FOR THE PRODUCTS AS SET OUT IN THE ORDER INCLUDE ALL FEDERAL, STATE, AND LOCAL TAXES FROM WHICH SELLER CANNOT OBTAIN EXEMPTION,

 6.3 If Supplier has a legal responsibility to collect any taxes directly from SMI, such taxes shall be separately stated in the invoice.

 6.4 If SMI is required to withhold any taxes from its payments to Supplier, upon reasonable notice, SMI may withhold such taxes from the amounts due.

 6.5 Upon written request of SMI, Supplier shall provide SMI with evidence to confirm Supplier’s compliance with governmental payment obligations.

 6.6 SMI will provide a copy of an executed Kansas state sales tax exemption certificate if requested.

 ARTICLE7–TERMINATION AND CHANGE OF ORDERS

 7.1 At any time prior to or after its acceptance, SMI may terminate/cancel an Order, in whole or in part, for convenience or for cause. The cancellation notice shall specify the extent of the work terminated, and the time such termination becomes effective. Upon receipt of notice, performance of the work to the extent specified in the notice will stop.

 7.2 If an Order for Products is cancelled by SMI for cause, regardless if the Products are standard/non-customized or non-standard/customized, SMI may require the transfer and delivery of title, any completed or partially completed Products, materials, parts, tools, designs, fixtures, plans, drawings and information, and transfer contract rights that were acquired for the performance of the Order, in the manner, time and as SMI directs.

 It is also required that a royalty-free, assignable and non-exclusive license to use and permit others to use any designs, processes, drawings, and technical data to permit completion by SMI of the Order also be given to SMI.

 7.3 If an Order is cancelled for convenience by SMI:

 (i)            with respect to standard/non-customized Products (not manufactured according to SMI’s proprietary specifications), no payment shall be owed by SMI if cancellation occurs prior to shipment/delivery of the Products. However, if said cancellation  occurs after shipment/delivery of the Products, Supplier shall be paid a reasonable mutually agreed termination charge reflecting the non-­‐recoverable packing and shipment/delivery costs incurred by Supplier, if any; and

(ii)           with respect to non-standard/customized Products (manufactured according to SMI’s proprietary specifications), Supplier shall be paid a reasonable mutually agreed termination charge reflecting the work actually performed prior to cancellation, not to exceed the applicable price for the terminated part of the Order reduced by the price of work not completed (and as the case may be, by the amounts already paid in respect thereof).

 7.4 If an Order for Services is cancelled, all work and commitments made under or pursuant to the Order will terminate as quickly and efficiently as possible. Written proof will be provided to SMI showing such termination has been accomplished.  SMI shall pay that percentage of the price corresponding to the percentage of the work performed prior to the notice of termination, less all amounts previously paid, plus actual direct costs reasonably necessitated by the termination. SMI will not pay for any work done after provision  of a notice of termination other than products in production if so directed by SMI, or for any costs incurred by other suppliers or subcontractors that could have been reasonably avoided.  SMI will endeavor to provide 30 days’ notice of such termination to allow a smooth transition.

 7.5, SMI has the right to make changes in an Order at any time. If change(s)  trigger  increased  or decreased  costs  or a longer  or shorter  period  for delivery  of Products  or provision  of Services, or otherwise detrimentally affects any of the other conditions applicable to the originally submitted Order, notice will be provided to SMI within four (4) working days from Order change(s) unless a shorter period is agreed to in writing. Failure to notify SMI within four days from the Order change will constitute an unconditional waiver to claim any offset or adjustment. Failure to notify SMI in four (4) days from Order changes will also be deemed acceptance to perform the Order change consistent with the original terms and conditions. If SMI is given the four (4) day notice, the Parties will agree on the applicable changes to the original conditions, based upon supporting documentation provided, if any, and SMI shall elect whether to proceed or not.

 7.6 SMI has the exclusive right to make any changes unless SMI expressly agrees to a proposed change in writing.

 ARTICLE8–WARRANTIES; QUALITY & INSPECTION

 8.1  By signing below or proceeding with the work or performing any of these terms & conditions  it is warranted that the Products will:

 (i)            conform to the applicable specifications, and the applicable manufacturer’s  warranty  that  Supplier  shall  transfer  to SMI;

(ii)           be merchantable,  free from  defects in workmanship, materials, manufacture and design, fit for the purposes intended and new (unless otherwise agreed by SMI);

(iii)          be certified (if applicable), and comply with all applicable laws (including without limitation environmental and safety laws, rules and regulations and SMI’s or Supplier’s Quality Health Safety and Environment (QHSE) Policy); and that

(iv)         Supplier has good and marketable title to all Products delivered to SMI, free and clear of any liens or encumbrances.

 8.2  By signing below or proceeding with the work or performing any of these terms & conditions it is warranted that the Services shall be performed:  

 (i)            by skilled, qualified and experienced personnel;

(ii)           in a timely, workmanlike, safe and diligent manner; and

(iii)          in accordance with the highest industry standards.

 8.3 All warranties apply to SMI’s benefit, its Affiliate(s), or its or their clients, and are not affected by delivery to, or inspection, acceptance or payment by SMI. If any Products delivered are found not to be as warranted, SMI may return them, at Supplier’s expense and risk, for correction, replacement or credit, as SMI may direct.  Any  Products  repaired  or replaced  shall  be warranted  to the same  extent  as Products  initially  Ordered.  If any Service(s) is not performed in accordance with the warranties, the service will be re-­‐performed and all such actions as are required to rectify the matter will be taken, at Supplier’s expense and risk. The warranties set forth in this Article do not apply in lieu of, but in addition to, all other warranties, terms, representations or guarantees (whether express or implied), and the remedies set forth in this Article do not apply in lieu of, but in addition to, all other remedies available at law, in contract, in equity or otherwise.

 8.4 "Traceability" documentation of the raw material, processes, personnel and inspections used in producing the Products following ISO 9000 as best it can will be provided to SMI.   Material and heat treatment certificates will be included with each shipment if applicable.

 8.5 A testing regimen sufficient to assure product quality before shipment to SMI will be implemented by Supplier. .  A full inspection of the Products will occur prior to shipment. Once received, SMI has the right to inspect and approve all Products or Services prior to acceptance and/or payment.  

 8.6 If Products are returned to Supplier for repairs or defects are discovered in Products after distribution or sale by SMI the risk of loss of, or damage to, Products will be borne by Supplier. While at Supplier’s facility (excluding the transport phase to and from said facility, unless otherwise agreed by the Parties), the risk of loss of, or damage to the Products shall be borne by Supplier.

 ARTICLE9–PACKING; SHIPMENT; DELIVERY

 9.1 Unless otherwise specified, all Products shall be packed, marked and otherwise prepared for shipment in a manner that:

(i)            complies with applicable regulations;

 (ii)           is acceptable to common carriers;

 (iii)          provides necessary lifting, handling, and shipping instructions;

 (iv)         is adequate  for storage and protection against weather; and

 (v)          is appropriate to ensure safe arrival of the Products at the named destination in good condition.

  9.2 Supplier and SMI will cooperate to obtain the best shipping service and cost for delivery.  SMI reserves the right to select the means of transport and carrier for Product shipment.

  9.3 All deliveries shall be made during normal business hours on the scheduled delivery date, unless otherwise agreed to by SMI, at the place indicated in the Order. Partial deliveries shall not be accepted without SMI's prior authorization.  Accordingly, if the Products are not delivered in accordance with the applicable delivery schedule set out in an Order, then, without limiting any other remedy, SMI shall be entitled to deduct from the applicable price the costs of any loss incurred as a result.

  ARTICLE10–LIENS

 10.1 Supplier agrees that it shall not allow any liens to attach to the Products or other any property of SMI.  Upon request, Supplier will furnish receipts and releases showing that all related costs and expenses have been paid.  SUPPLIER SHALL INDEMNIFY AND HOLD SMI HARMLESS FROM ANY AND ALL LIENS AND/OR CLAIMS.

 ARTICLE11–INTELLECTUAL PROPERTY RIGHTS

 11.1 Supplier hereby grants to SMI, without further cost to SMI, an irrevocable, non-‐exclusive and royalty-­‐free license to make, have made, use, and sell Products that embody any and all inventions and discoveries that may be made, conceived, or actually reduced to practice in connection with the performance of an Order.

 11.2 If SMI furnishes specifications, requirements, designs, or other information for the manufacture of the Products, Supplier acknowledges and expressly agrees that SMI is and remains the sole and exclusive owner of:

 (i)            the Products;

 (ii)           all specifications, requirements, designs and other information;

 (iii)          all improvements, modifications, derivative works;

 (iv)         all intellectual property rights in both the Property and the specifications, requirements, designs or other information; and

 (v)          all improvements, modifications and/or derivative works that are made, developed, conceived or actually reduced to practice.

 Without further cost to SMI, Supplier hereby grants, assigns and  transfers  to  SMI  all present and future rights, including intellectual property rights, title, and interest in and to the Product(s), the improvements, modifications, derivative works, and the specifications, requirements, designs and other information. Without further cost to SMI, Supplier shall also cause its employees, consultants, contractors, agents and their employees, to transfer to SMI all present and future rights, title, and interest in and to, the Product(s) and the improvements, modifications, derivative works, and the specifications, requirements, designs, and other information.

 11.3 If SMI provides special tools, dies, molds, or patterns for the performance of an Order, it is the property of SMI, and will be kept confidential, used only for the production of the Products for SMI, and  returned  in  good  condition  (normal  wear  and  tear  excepted)  to  SMI  (or  destroyed,  at SMI’s  discretion)  upon  the completion  or cancellation  of the Order. If special tools have been used to perform an Order and charged to SMI, title thereto shall, at SMI’s discretion, vest in SMI.

 ARTICLE12–LIABILITIES  AND INDEMNITIES

 12.1 Regardless of where/when title to the Products is transferred, but subject to Article 8, the risk of loss of, or damage to, the Products shall pass to SMI upon delivery.

 12.2  SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD SMI, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND INVITEES HARMLESS AGAINST ANY CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, PROCEEDINGS, AWARDS, DAMAGES, LOSSES, FINES, PENALTIES,   COSTS, EXPENSES AND LIABILITIES, INCLUDING LITIGATION COSTS AND  REASONABLE ATTORNEY’S FEES (“CLAIM(S)”) ARISING OUT OF DEATH, ILLNESS  OR INJURY, OR PROPERTY LOSS OR DAMAGE, AS A RESULT OF OR IN CONNECTION  WITH:

 (I)            THE NEGLIGENT ACTS OR OMISSION OF SUPPLIER (OR ANY OF ITS EMPLOYEES) UNDER THE AGREEMENT;

 (II)          SUPPLIER’S (OR ANY OF ITS EMPLOYEES’) BREACH OF SUPPLIER’S OBLIGATIONS UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF WARRANTY OR DUTY, PRE-­‐EXISTING CONDITIONS, STRICT PRODUCT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR ANY OTHER CAUSE; OR

 (III)         ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT, OR ANY LITIGATION BASED THEREON, WITH RESPECT TO ANY PRODUCTS (OR PART THEREOF), OR USE THEREOF, EXCEPT TO THE EXTENT THAT SUCH INFRINGEMENT RESULTS SOLELY FROM THE MANUFACTURE OF THE PRODUCTS PURSUANT TO DETAILED PROPRIETARY DESIGNS FURNISHED BY SMI.

 12.3  SUPPLIER SHALL BE LIABLE TO SMI FOR ANY PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES SUSTAINED BY SMI (OR ITS AFFILIATE) IN CONNECTION WITH SUPPLIER’S FAILURE TO FULFILL THE OBLIGATIONS OF THE ORDER, INCLUDING WITHOUT  LIMITATION  BUSINESS  INTERRUPTIONS, LOSS OF PROFITS,  LOSS OF REVENUES, LEGAL FEES, LOSS OF USE OF ASSETS  AND LOSS OF CONTRACTS. SMI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES SUSTAINED BY SUPPLIER SHOULD SMI CANCEL OR TERMINATE AN ORDER.

 ARTICLE13–INSURANCE

 13.1 Supplier will name SMI as an additional insured and will carry at least the following policies: (a) Comprehensive General Liability including but not limited to Contractual Liability Cover, with limits in respect of bodily injury and/or property damage of not less than US Dollars One million (US$1,000,000) per occurrence; and (b) Workers’ Compensation and Employer's liability insurance in compliance with Supplier's local/state statutory requirements.

 13.2 The insurance will be taken out by Supplier at its cost, with a reputable insurance company, and shall be evidenced by insurance certificates to be provided upon demand to SMI.  The insurance must be endorsed to provide that:

 (i)            no insurance policy shall be cancelled or materially changed without thirty (30) days prior written notice to SMI; and

 (ii)           Supplier's insurers shall waive their rights of subrogation against Supplier’s clients, including SMI. 

 ARTICLE14–CONFIDENTIALITY

 14.1 Supplier acknowledges that all information of SMI or its Affiliates, disclosed to, or obtained by Supplier or its Affiliate as a result of any Order is confidential and proprietary to SMI (“Confidential Information”).

 14.2 Supplier agrees to treat Confidential Information as secret and never to disclose, distribute, publish, copy, reproduce, sell, lend, manipulate, or otherwise make use of, or permit use to be made of, it except for the purpose of performing the Order and except with SMI’s prior written consent.  Supplier agrees to disclose the Confidential Information, in whole or in part, only to Supplier’s officers, directors, and employees strictly on a need-­‐to-­‐know basis.  With respect to customized Products, Confidential Information will only be disclosed to such officers, directors, and employees who shall have agreed in writing to a non-disclosure agreement with no less restrictive terms than the restrictive disclosure terms of this Agreement. With respect to customized Products, if Supplier desires to utilize persons who are not its employees for the performance of the Order, Supplier agrees to obtain SMI’s prior written consent and a prior written non-­‐disclosure agreement with terms no less restrictive than the restrictive disclosure terms from each such persons. SMI shall have the right to audit all written non-disclosure agreements.  The parties agree that the "Mutual Confidentiality and Non-circumvention Agreement" already executed by Supplier is incorporated in and made part of this document by reference as if it was set out again here in its entirety.

 14.3 Supplier  shall  use the same  degree  of care  to avoid  unauthorized  disclosure  of the Confidential  Information  as it employs with respect to its own confidential/proprietary  information of like quality and nature, but employing no less than a reasonable standard of care.

 14.4 Supplier expressly acknowledges  that the disclosure  made by SMI does not grant Supplier any right other than the limited  right  to  use  the  Confidential  Information  for  the  performance of an Order.  These Purchase Terms and Conditions and nothing contained herein will be construed as granting or conferring any rights to SMI’s trademarks, inventions, copyrights, patents, plans, files, confidential information or the like.

 14.5 Supplier shall return all Confidential Information to SMI or certify in writing that such information has been destroyed upon completion of termination of the Order.

 14.6 Supplier shall not advertise or publish the fact that it has contracted with SMI, nor use SMI’s name in any advertisement, publication, brochure or website.

 14.8 NOTICE:  THIS AND THE INFORMATION PROVIDED BY SMI IS TECHNICAL DATA AND ANY PRODUCTS PRODUCED FROM THIS DATA OR DERIVED FROM THIS DATA IS CONTROLLED UNDER THE U.S. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) AND MAY NOT BE EXPORTED TO A FOREIGN PERSON, EITHER IN THE U.S. OR ABROAD, WITHOUT THE PROPER AUTHORIZATION BY THE U.S. DEPARTMENT OF STATE.

 ARTICLE15–DEFINITIONS; GENERAL LEGAL PROVISIONS

 15.1 Neither Supplier, nor SMI, will be liable for delay or non-­‐performance of its obligations hereunder (or part thereof) if the  cause  of delay  or non-­‐performance  is an  event  which  is unforeseeable,  beyond  the  control  of the  Party  affected, including without limitation acts of God, acts of civil or military authority, governmental orders, war, fire, explosion, labor unrest (except if limited to the Party affected) or epidemic (“Force Majeure”). The Party affected shall promptly notify the other Party and make reasonable efforts to mitigate the effects of Force Majeure with reasonable dispatch.

 15.2 This document shall not be construed as creating a joint venture, partnership, or other relationship that would benefit a third party. Neither Party shall act or be deemed to act on behalf of the other Party (or its Affiliates), or have the right to bind the other Party (or its Affiliates). Each Party shall remain an independent entity. Supplier shall provide all personnel, equipment, and materials required for the performance of the Services, unless otherwise agreed by the Parties.

 15.3 By signing below or proceeding with the work or performing any of these terms & conditions, it is warranted that no applicable laws or regulations will be violated in the manufacture or sale of the Products or provision of Services and that Supplier will comply with, and adhere to, all applicable laws and regulations that may apply.  In addition, Supplier will obtain and maintain all required licenses and permits to perform the Services or production of the Order.  SUPPLIER WILL DEFEND, INDEMNIFY, HOLD SMI HARMLESS AGAINST ANY CLAIMS ARISING OUT OF OR RELATED TO COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS OR REGULATIONS.  SUPPLIER WILL MONITOR ITS COMPLIANCE WITH THE FOREGOING AND PROVIDE SMI PROOF OF SUCH COMPLIANCE UPON REQUEST.

 15.4 Neither  Party  will,  without  the  prior  written  consent  of  the  other  Party,  have  the  right  to  assign  its  rights  and obligations  under  these  Purchase  Terms and Conditions.  Any purported assignment, without consent, shall be null and void. However, SMI shall have the right to assign, in whole or in part, its rights and obligations under these Terms and Conditions to any of its Affiliates. Supplier shall be responsible for the performance and acts or omissions of its agents and subcontractors as if the performance and acts or omissions were its own performance, acts or omissions.

 15.5 Supplier agrees that it will not (and will ensure that its employees  shall not) either directly or indirectly: pay, promise to pay, authorize the payment of, transfer, money, or anything of value, or offer any inducement in any form to any employee or representative  of SMI, an official of any governmental  body or agency or instrumentality  thereof, or political party, to secure any advantage or benefit in relation to the matters contemplated herein, or to influence the act or omission of any of the aforesaid  persons  in order to obtain or retain business related hereto, or obtain any improper advantage or benefit, or obtain or maintain business through illegal conduct or practices of unfair competition. Any breach of the foregoing shall be a material breach of this agreement.

  15.6 SUPPLIER ACKNOWLEDGES THAT TIME IS OF THE ESSENCE IN RELATION TO THE TIMING OF ANY SERVICE PERFORMANCE OR PRODUCT DELIVERIES.

  15.7 The Order and these Purchase Terms and Conditions shall be governed by, and construed in accordance with, the laws of the state of Kansas (USA).

  15.8 Any dispute that cannot be settled amicably shall be resolved by arbitration, which is the exclusive method of formal dispute resolution under these Terms and Conditions.  Such arbitration shall be held in the English language at a mutually agreeable location in Johnson County, Kansas and in accordance with the:

  (i)            commercial arbitration rules of the American Arbitration Association for contracts entered into in the United States;

 (ii)           mediation and arbitration rules of the Law Society of Canada for contracts entered into in Canada; and

 (iii)   rules of conciliation and arbitration of the International Chamber of Commerce for contracts entered into outside the United States and Canada.

  Nothing herein shall, however, prohibit a Party from seeking temporary or preliminary injunctive relief in an appropriate court of competent jurisdiction. The Parties expressly consent to arbitration and waive any right of appeal to any court from any arbitral award (which shall be final and binding upon the parties).

  15.9 Notices shall be sent by registered mail return receipt requested, fax, or in person.

  15.10 The rights and remedies of SMI stated in these Terms and Conditions are not the exclusive rights and remedies and apply in addition to any other rights and remedies available at law, in contract, in equity or otherwise.

  15.11 These Terms and Conditions embody the entire agreement between the parties with respect to the subject matter hereof, and  prevail  over  any  previous  oral  or  written  understandings,  commitments  or  agreements  pertaining  to  the  subject matter hereof (except as otherwise stated in Article 3.2). SMI reserves the right to update these Terms and Conditions; said revised/updated versions shall only apply once communicated to Supplier.

  15.12 Any provision herein which in any way contravenes applicable laws or regulations is severable to the extent of such contravention, and the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. The provisions hereof shall, to the extent legally possible, prevail (and to the extent legally impossible, be stricken). The Parties shall promptly negotiate to restore the provisions hereof as near as possible to its original intent and economic effect should a provision be found to violate the law.

  15.13 The provisions hereof which by their nature are intended to survive the expiry or termination of any Order (including without limitation warranty, indemnity/liability and confidentiality provisions) shall remain in full force and effect after said expiry or termination.

  15.14 The headings contained herein are for convenience of reference only.

  15.15 The terms and conditions contained herein may not be discharged in whole or in part by waiver, renunciation, or failure of enforcement, unless specifically agreed to in writing by the Party to which said terms and conditions benefit.