DG3 North America, Inc. Terms and Conditions

  1. All recommendations given by Argyle (including its team members) under this agreement do not constitute, and should not be construed as, legal advice. The client is responsible for the factual accuracy of its disclosures and the compliance of its disclosures with applicable laws and regulations.
  2. Estimated prices are based upon the specifications supplied by the Client. Any deviation from these specifications may result in a price alteration.
  3. All prices contained in this estimate are subject to review and potential adjustment after 60 days.
  4. Paper prices are subject to adjustment based on changes in availability and price at the time a job commences, if other than the date of this estimate.
  5. DG3 will present Client with an invoice for services completed on an individual job basis or on such other bases as DG3 and Client may mutually agree. Invoices are to be paid by Client within thirty (30) days of the invoice date.
  6. DG3 shall not be liable or deemed liable to be in default for any delay or failure to perform resulting directly or indirectly from any cause beyond DG3’s reasonable control.
  7. IN NO EVENT WILL DG3 BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS PRICE QUOTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DG3 WARRANTS THAT THE WORK FOR CLIENT WILL BE IN ACCORDANCE WITH THE SPECIFICATIONS. EXCEPT FOR THE FOREGOING, ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION OR QUALITY OF THE GOODS, ARE HEREBY EXCLUDED. DG3’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS SHALL BE LIMITED TO REPAIRING OR REPLACING GOODS FOUND BY DG3 TO BE DEFECTIVE, OR AT DG3’S OPTION, TO REFUNDING THE PURCHASE PRICE OF SUCH GOODS OR PARTS THEREOF.
  8. Client’s use of the goods will not infringe any patent, copyright, mask right, trade secret or other proprietary right.
  9. Client represents and warrants that its signatory is duly authorized by all necessary action to execute this price quotation on behalf of Client.
  10. This price quotation shall be governed in all respects by the laws of the State of New Jersey, without giving effect to the principles of the conflicts of laws. DG3 and Client each consent to the non‑exclusive jurisdiction of the federal and state courts located in New Jersey.
  11. This price quotation and the terms contained herein constitute the entire agreement between DG3 and Client and no other terms shall be binding unless accepted in writing.
  12. Upon Client’s receipt of shipment, Client shall immediately inspect the goods provided. Unless Client provides DG3 with written notice of any claim or shortages of or defects in the goods, including without limitation any claim relating to quantity, weight, condition, loss or damage thereto, within forty‑eight (48) hours after receipt of shipment, such goods shall be deemed finally inspected, checked and accepted by Client. In the absence of shipping and packing instructions, DG3 shall use its own discretion in choice of carrier and method of packing. DG3 shall not be responsible for insuring shipments unless specifically requested by Client and any insurance so requested shall be at Client’s sole expense.
  13. Any sales, use or similar taxes, export charges, fees or other levies, taxes, duties, governmental charges or surcharges now or hereafter imposed under any present or future law in connection with the production, sale, delivery, use or proceeds of goods provided shall be payable by Client, and if such taxes or fees are paid or are required to be paid by DG3, the amount thereof shall be added to and become part of the price payable by Client hereunder, unless Client provides DG3 with a valid tax exemption certificate.
  14. Prices stated are based on DG3’s standard packaging. DG3 reserves the right to package its goods in pallets, bulk or individual cartons. Packaging will be standard commercial package and acceptable to commercial carrier. Special customer packaging will be furnished only when specified and so stated herein, and the cost thereof shall be borne by Client.
  15. No alteration or amendment to the terms and conditions listed herein shall be binding on DG3 except if made in writing duly executed by an officer of DG3.
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