Imprint, Terms & Conditions
Responsible for the contents
SIGA Cover, Inc.
8001 Irvine Center Drive
Irvine, California 92618, USA
Fax: + 1 (855) 733 7442 Home
Germany 09429 / 15009
Austria 051 / 6804
Ireland IE 9657854D
Patrick Stalder, CEO
Trade register numbers of the Canton Lucerne
SIGA Holding AG
SIGA Services AG
SIGA Cover AG
SIGA Cover Inc.'s General Terms and Conditions of Sale and Delivery
These General Terms and Conditions of Sale (these "Terms") govern the sale and delivery of all products (the "Products"), and all transactions incidental thereto, by or on behalf of SIGA Cover, Inc. ("SIGA") to any of its customers (each, "Customer"). No other terms or conditions shall be of any effect unless otherwise specifically agreed upon by SIGA in a writing duly executed by SIGA. Any additional or different terms or conditions contained in Customer's order or response to SIGA's confirmation shall be deemed objected to by SIGA and shall not be binding on SIGA. No general terms and conditions of Customer shall at any time form a part of the content of any contract or agreement between the Customer and SIGA, even if they are not expressly rejected by SIGA. These Terms supersede any and all prior oral quotations, communications, agreements or understandings of the parties in respect of the sale and delivery of the Products and shall supersede any and all other terms and conditions contained in any order placed by Customer otherwise communicated by Customer. Failure of SIGA to object to terms and conditions communicated by Customer shall in no event be construed as an acceptance of any other terms and conditions. Any communication or conduct of Customer which confirms an agreement for the delivery of Products by SIGA, as well as acceptance in whole or in part by Customer of any delivery of Products from SIGA shall constitute an unqualified acceptance by Customer of these Terms. If Customer finds any Term not acceptable, Customer must so notify SIGA immediately and must reject the Products delivered under these Terms. Deviations from these Terms require the written approval of SIGA.
2. Offers, Orders and Confirmation
SIGA shall sell and deliver to Customer, and Customer shall purchase and accept from SIGA, the Products described on or in any order, agreement or quotation, or any combination thereof (an "Order"). All offers made by SIGA are revocable and subject to change without notice to Customer, SIGA shall be entitled to refuse an Order for any or no reason. No Order is binding upon SIGA until SIGA's acceptance of the Order in writing or the delivery of the Products to the Customer (a "Confirmed Order") has occurred. Notwithstanding any prior confirmation of an Order by SIGA, SIGA shall have no obligation to deliver Products to Customer or otherwise perform any of its obligations set forth in the Confirmed Order or herein if Customer is in breach of any of its obligations hereunder or the Confirmed Order. In the event Customer cancels or modifies any Confirmed Order, Customer shall bear all costs associated with such cancellation or modification, and, in the event of a modification of a Confirmed Order, SIGA shall be free to accept or reject such modification without any further obligation to Customer whatsoever. Each Confirmed Order shall be considered a separate agreement between the parties to purchase and sell Products, and any failure to deliver Products under any Confirmed Order shall have no consequences for other deliveries. The terms and conditions of a Confirmed Order and those specified herein taken together shall constitute the entire agreement between SIGA and Customer regarding the sale and delivery of the Products pursuant to such Confirmed Order.
The price of the Products shall be as published in SIGA's current price list in effect at the time of the Order unless otherwise quoted in writing by SIGA. A price list is available on request. Unless otherwise agreed by SIGA in writing, all prices set forth in such price list are subject to change without prior notice. Unless otherwise agreed in writing by SIGA, SIGA's prices shall be EX WORKS (per Incoterms 2010)[Olympia, WA] and include standard packaging but not sales or use tax or any other similar applicable federal, state or foreign taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof ("Taxes"). The amount of any Taxes levied in connection with the sale of the Products to Customer shall be for Customer's account and, if SIGA is responsible for the collection thereof, shall either be added to each invoice or be separately invoiced by SIGA to Customer.
Terms: Unless otherwise agreed in writing by SIGA, the purchase price for the Products to be delivered under a Confirmed Order and all other amounts due in connection therewith shall be due and payable prior to delivery of such Products. Customer shall make payment in US dollars by check or wire transfer to the account indicated on SIGA's invoice without any cash discount, deduction or offset whatsoever, and SIGA shall not be required to incur any expense to receive timely payment in full as required by these Terms. In no event shall any loss, damage, injury or destruction release Customer from its obligation to make the payments required herein. With regard to payment of all amounts due to SIGA under any Confirmed Order, time is of the essence. If Customer fails to make payment on or before the due date for such payment, Customer shall pay interest to the SIGA at the rate of one and one-half percent (1.5%) per month or such lesser amount as may be permitted by applicable law. If Customer fails to observe these Terms or the terms of any other agreements between SIGA and Customer, or if Customer becomes insolvent, all balances then due and owing to SIGA shall become due immediately, notwithstanding any agreed-upon payment periods. All costs and expenses incurred by SIGA with respect to the collection of overdue payments (including, without limitation, reasonable attorney's fees, expert fees, court costs and other expenses of litigation) shall be borne by Customer. Every payment by Customer shall first be applied to pay for SIGA's cost of collection, then interest owed by Customer, and then to the oldest outstanding claim. If SIGA extends credit to Customer for the purchase price for any Products or any other amounts due to SIGA, Customer hereby grants to SIGA as security for the timely payment and performance of all Customer's payment obligations to SIGA, a first-priority security interest (the "Security Interest") in all Products heretofore or in the future delivered to Customer for as long as such Products shall not have been sold by Customer in the ordinary course of business (the "Collateral"). SIGA shall be entitled to file any and all financing, continuation or similar statements under the Uniform Commercial Code,and take any and all other action necessary or desirable, in SIGA's sole and absolute discretion, to perfect its security interest in the Collateral and to establish, continue, preserve and protect SIGA's security interest in the Collateral. Customer agrees to take any and all actions and provide Customer with all information necessary to enable SIGA to perfect and enforce this security interest in all jurisdictions and vis-à-vis any of Customer's creditors. This security interest shall remain in force until payment in full of the entire purchase price for such Products and any other amounts due to SIGA by Customer. SIGA may, without notice, change or withdraw extensions of credit at any time. If SIGA ceases to extend credit terms before shipment, Customer's sole remedy shall be cancellation of its Order.
5. Delivery and Acceptance
Unless otherwise agreed in writing by SIGA, all deliveries of Products shall be made EX WORKS (per Incoterms 2010) [Olympia, WA] and title to and risk of loss for the Products shall pass to Customer upon delivery thereof to any common carrier at SIGA's warehouse. SIGA or its agent may select any commercial air, ship, motor or rail carrier or any combination thereof for the transportation of the Products and will notify Customer thereof in the Order Confirmation. Any times or dates for delivery by SIGA are estimates and shall not be binding on SIGA. SIGA is entitled to deliver the Products to be delivered under any Confirmed Order in part and to invoice Customer separately for such partial deliveries. In no event shall SIGA be liable for any delay in delivery. Delay in delivery of any Products shall not relieve Customer of its obligation to accept delivery thereof. Customer's failure to accept delivery of any Products pursuant to a Confirmed Order shall not release or excuse Customer from its obligation to timely pay all amounts due in connection with such Confirmed Order. If Customer rejects or revokes acceptance of Products or fails to pay any amounts when due, or repudiates with respect to all or part of a Confirmed Order, SIGA, in its sole and absolute discretion, may extend the period of delivery by such period as SIGA may deem reasonable, or withhold or cancel delivery of any Products, or cancel any or all Confirmed Orders without any further obligations to Customer whatsoever. In such event Customer shall be responsible for any and all costs and expenses incurred or damages or losses suffered by SIGA in connection with any such delay notwithstanding any action or inaction by SIGA with regard to such delay.
6. Examination and Conformity to Order
Promptly upon receipt of any Products, Customer shall conduct a full and complete inspection of such Products and satisfy itself that the Products delivered conform with SIGA's warranties and meet all requirements set forth in the Confirmed Order. Customer shall notify SIGA in writing of any apparent defects or other non-compliance with such Confirmed Order that Customer could reasonably have discovered during such inspection within thirty (30) days from the date of receipt of such Products, and Customer shall notify SIGA in writing within five (5) days of the date on which Customer shall first have become aware of any hidden defect or non-compliance which could not reasonably have been discovered during Customer's initial inspection of the Products. Notwithstanding anything to the contrary contained herein, any and all claims for defective or non-compliant Products must be received by SIGA within six (6) months of the earlier to occur of (a) the delivery of the Products pursuant to these Terms or (b) SIGA's notification of Customer that the Products are ready for delivery. If Customer fails to timely notify SIGA of any defects or non-compliance of any Products delivered or Customer uses, destroys or modifies any Products that Customer knows or should have known to be defective or non-compliant without SIGA's prior written consent, Customer shall be deemed to have unconditionally accepted such Products and waived all of its claims for breach of warranty or otherwise in respect of such Products. Products that SIGA consents or directs Customer in writing to be returned shall be returned to SIGA at Customer's risk to the destination directed by SIGA.
7. Limited Warranty
SIGA solely warrants that on the date of delivery the Products shall conform to the specifications set forth in SIGA's specifications (unless changes or modifications were required to comply with applicable law, rules or regulations) and be free from defects in design, material and workmanship. If and to the extent Products fail to meet such warranty, SIGA may, following Customer's timely notice pursuant to Section 6, in its sole and absolute discretion, within a reasonable time either repair or replace the Products at no charge to Customer, or issue a credit for such Products in the amount of the original net invoice price, and Customer's remedies shall be limited to the remedy selected by SIGA in accordance with this Section 7. SIGA's obligation to repair, replace, or credit shall be contingent upon receipt by SIGA of timely notice of any alleged non-conformance of Products and, if applicable, the return of the Products, in accordance with these Terms. Unless expressly warranted in writing in any Confirmed Order, SIGA makes no warranty that the Products comply with applicable law, regulations or specifications in any jurisdiction in which the Products may be sold or marketed. Any governmental or other approvals necessary in connection with the sale, marketing, distribution or use of the Products shall be Customer's sole responsibility. Failure to store, handle or use the Products in strict compliance with SIGA's instructions and warnings in effect from time to time and any modification of the Products shall void all warranty claims. Customer shall not be authorized to make any warranties that are inconsistent with the foregoing warranty, and any and all such warranties shall in no way commit SIGA.
THE FOREGOING WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY AND ALL SUCH IMPLIED WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
8. Limitation of Liability
In no event shall SIGA be liable to Customer for any indirect, incidental, punitive, special or consequential damages, including but not limited to, damages for loss of profits, revenue, goodwill or use, whether in an action in contract, tort, strict liability, or imposed by statute, or otherwise, even if Customer was advised of the possibility of such damages. SIGA shall not be liable for, and Customer assumes responsibility and shall indemnify and hold SIGA harmless for, any and all claims, including without limitation claims for personal injury or property damages, resulting from the improper use or handling of the Products, alone or in combination with other products or equipment, or Customer's failure to properly communicate SIGA's instructions and warnings to users of the Product. Notwithstanding any of the terms contained herein, SIGA's liability - whether based upon contract, tort, equity, negligence or any other legal concept - shall in no event exceed the value of the Confirmed Order. Customer hereby acknowledges and agrees that the provisions of these terms fairly allocate the risks between SIGA and Customer, that SIGA's pricing reflects this allocation of risk, and but for this allocation and limitation of liability, SIGA would not have entered into an agreement with Customer to sell Products to Customer. In jurisdictions that limit the scope of or preclude limitations or exclusion of remedies or damages, or of liability, such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by applicable law. Customer may also have other rights that vary by state, country or other jurisdiction.
If any provision contained in these Terms or any Confirmed Order is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of these Terms or such Confirmed Order, and the remainder of these Terms or such Confirmed Order shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render such provision valid, legal and enforceable. In the event of a violation or threatened violation of SIGA's proprietary rights, SIGA shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that SIGA would suffer irreparable harm. Customer may not assign its order or any right or interest therein or any other obligation arising hereunder without the prior written consent of SIGA. SIGA's waiver of any breach or violation of these Terms or the provisions of any Confirmed Order by Customer shall not be construed as a waiver of any other present or future breach or breaches by Customer. The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between the parties.
10. Applicable Law and Jurisdiction
These Terms and the Confirmed Orders shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule that would defer to or cause the application of the substantive laws of any jurisdiction other than California. Each Party hereby consents to personal jurisdiction in the State of California and agrees that any and all disputes arising out of or in connection with these Terms or any Order shall exclusively be submitted to the federal or state courts with jurisdiction in Irvine, California. Each party hereby waives any and all claims, pleas or defenses (including without limitation a plea for forum non conveniens) that would permit such party to seek the jurisdiction of any courts or arbitration tribunals other than those set forth in the preceding sentence.
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS.
If any personal or business data (e.g. e-mail address, addresses) is disclosed by the user of the online service, disclosure of this data is expressly voluntary.
Any personal data requested by us, for example for registration for the SIGA Academy or job application, will not be passed on by us to any third parties or used for any other purposes than those stated by us without authorization. Application documents sent by e-mail will be treated confidentially and not passed on to any third parties.
The sender of the personal data agrees to the data sent being kept and dealt with at SIGA Cover AG.
At some points, e.g. our energy saving calculator, we ask you to make certain information available to us. The data entered cannot be related to your identity.
If you have any questions concerning utilization of your personal data please contact the online editorial office.
During access to our servers we save your IP address for a short time to protect our servers from attacks. After evaluation the IP addresses are anonymized and used for statistical purposes; person-related evaluation of the IP addresses is impossible.
This procedure is in conformity with the requirements of the German Teleservices Act (TMG).
Cookies are small text files temporarily stored on your system by the server when you visit our Internet pages. Cookies created by us do not contain any personal data, but only identification numbers, e. g. for your selected language settings, in order to provide a comfortable user experience.
All data is saved on a specially protected server and viewed as well as handled only by authorized SIGA employees in charge of the editorial maintenance of the SIGA website on behalf of SIGA Cover AG.
Communication via e-mail and contact button
When you send us an e-mail or contact us via our contact forms, your e-mail address is saved for further communication with you.
Saving of data
The data acquired on this website are saved by SIGA Cover AG only for as long as necessary for the purpose of data acquisition. Subsequently they are deleted.
All trademarks appearing on the web pages of SIGA AG, e.g. product names, are subject to trademark protection.
All contents of our website are checked for correctness and updated at regular intervals. Nevertheless our Internet presence does not replace personal advice and planning of your building project.
SIGA Cover AG does not assume any liability for the faultlessness of the website. SIGA Cover AG reserves the right to alter the website or to discontinue publication, in whole or in part.
SIGA AG does not assume any liability for any direct and indirect damage resulting from the utilization of our website. In the event that utilization leads to damage to your equipment or data, we will not pay any damages.
Links to other websites
Our website offers you links to other websites in order to make further information on certain topics available to you. SIGA Cover AG does not check the contents of these websites at regular intervals, and therefore does not assume any liability for the contents of these websites.
Setting links to third party websites serves the exclusive purpose of gaining information and is not for the purpose of promoting any contents, products and services.
SIGA Cover AG expressly declares that SIGA has no influence at all on the design and contents of the linked websites. SIGA Cover AG expressly dissociates itself from all contents of the linked websites.
Important note on the schematics
Perfect planning is indispensable for manufacturing a permanently airtight building envelope. The airtight layer, thermal insulation and windtight layer must be matched to one another in an overall planning concept and later leakages can be avoided by careful and practicable, detailed planning. It is advisable to think thoroughly about the detailed constructive solutions and the product selection already before inviting tenders. Our schematics provide suggestions for this purpose. They are intended to illustrate for which structural joints the various SIGA products are designed and suitable. Which execution is advisable in the individual case, can, however, only be responsibly judged and decided by the planner in consideration of the other constructional requirements of the precise project. The schematics are no standard details. They describe exclusively the function and use as well as the advantages of the SIGA products. Geometry, mass and function of the other components are not taken into account in the schematics. The schematics can not and are not intended to replace detailed planning in individual cases including adjustment to other components and further constructional requirements (e.g. sound insulation, fire protection).
The schematics refer exclusively to the correct application of the SIGA products. These schematics cannot replace precise, object-related planning. These schematics are intended exclusively for schematic information. No claims against SIGA can be derived from the use of these schematics; download of the schematics does not result in a contract or any quasi-contractual relationship with SIGA.
Legal effect of disclaimer
If parts of these declarations are not, no longer or not completely covered by current legislation, this will not affect the remaining parts of this declaration.
Copyright / Site policy
All rights to these contents (texts, images, other contents) are owned by SIGA Cover AG. This online service of SIGA Cover AG is protected by copyright. All rights reserved.
Downloading and saving individual pages is permitted. Permanent use and reproduction (e.g. copying, translation or use in electronic systems) of the contents (e.g. text, image and film material) require the consent of the editorial office. For inquiries please contact our online editorial office.
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