Terms Of Service

Indemnity

Customer agrees to indemnify, defend, and save SIS, Inc., and its respective officers, directors, employees, agents and/or subcontractors, harmless from and against all costs and expenses resulting from claims, suits, damages, losses or liabilities of any kind, (including, without limitation, reasonable attorney fees and cost of litigation) whether in tort, contract, common law, Invoice, infringement, or otherwise relating directly or indirectly out of the services or any other activity or transaction under this Invoice. This indemnity obligation shall survive the termination of the Invoice.

Disclaimer and Warranties

SIS, Inc. provides sorting, inspection, rework, containment, training, technical representation, quality engineering support and related services to customers who may be already experiencing quality issues. SIS, Inc. is neither the manufacturer nor supplier of parts, supplies or equipment that may be handled, assembled, sorted, inspected, contained and/or reworked by SIS, Inc. Because delivery schedules, sort criteria and defect rates change frequently, SIS, Inc. cannot and does not guarantee the results on a particular engagement. SIS, Inc. encourages Customer to discuss methods of improving coordination, increasing parts handled per hour and reducing cost. While SIS, Inc. focuses on quality improvements, it cannot and does not guarantee that all defects will be detected and corrected. Customer is responsible for promptly notifying SIS, Inc. of any suspected defect in workmanship or service and agrees to provide SIS, Inc. with a sample of the defective part and information necessary to allow tracing of the suspected defect including, but not limited to, part, serial, lot numbers, and manufacturing data. Allowing SIS, Inc. with physical access and direction to continue inspecting shall be deemed final acceptance of our work on previously completed batches of parts.

The Customer and not SIS, Inc. retains the authority to control and direct SIS, Inc.’s employees and/or subcontractors who furnish the services as described in this invoice. Customer is solely liable for all negligent acts errors and omissions committed by SIS, Inc.’s employees and/or subcontractors while they are under the direction, control and supervision of the Customer. Customer specifically assumes and releases SIS Inc. and its employees and/or subcontractors from any and all liability arising from the services being furnished as described on the front of this invoice.

SIS, INC. MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIS, INC., DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitations of Liability

SIS, Inc. shall not be liable for incidental, consequential, or punitive damages (including but not limited to, lost profits and losses caused by business interruption) arising from or in connection with any service furnished to Customer by SIS Inc or its employees and/or subcontractors under this invoice, including but not limited to any claim arising in contract, tort or strict liability, as a result of the services being provided pursuant to this Invoice or an alleged breach thereof.

Exclusion of Warranties (Lamps Only)

SIS, Inc. does not make and has not made any express or implied representation or warranty against interference or infringement, nor of size, design, capacity, quality, durability, materials, workmanship, prior use, or condition of the product. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIS, INC., DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Assignment and Delegation

Neither party may assign any rights or delegate any duties hereunder without the express prior written consent of the other.

Controlling Law

The validity, interpretation, and performance of this Invoice shall be controlled by and construed under the laws of the State of Ohio, the state in which this Invoice is being executed. Any actions or proceedings by SIS, Inc., against Customer or Customer against SIS, Inc., shall be brought in the Courts of Montgomery County, State of Ohio, in which event Customer consents to the jurisdiction as service of process in accordance with applicable procedures.

Claims by Customer

Customer will not assert any claim against SIS, Inc., for loss of anticipated profits or for consequential damages purporting to arise from this transaction.

Severability

Customer agrees that should any paragraph or provision violate the law and is unenforceable the rest of the terms and conditions of this Invoice shall remain valid.

Interest and Attorney Fees

All amounts due for services rendered as reflected on the first page of Invoice shall be due and payable within thirty (30) business days from completion of the services. Should collection or litigation become necessary, the Customer agrees to pay all collection charges including reasonable attorney fees and court cost. Interest shall accrue on all outstanding balance at the rate of 1 ½ % per month until paid in full.

Force Majeure

Any delay or failure of either party to perform its obligations shall be excused if Customer is unable to produce, sell, or deliver, or Customer is unable to accept delivery, buy or use, the goods or services covered by this Invoice, as the result of an event or occurrence beyond the reasonable control of the party and without its fault or negligence, including, but not limited to, acts of God, actions by any federal governmental authority (whether valid or invalid), fire, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, acts of terrorism, strikes and slowdowns), inability to obtain power, material, labor, equipment or transportation, or court injunction or order, provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as possible after the event or occurrence (but in no event more that 10 days thereafter).

Customer’s Property

All materials, parts, equipment or other items furnished by Customer to SIS, Inc., to perform this Invoice shall be and remain in the property of Customer. Customer shall bear the risk of loss or any damage to Customer’s property while in the possession of SIS, Inc. Customer shall maintain insurance coverage on all Customers’ property while in SIS, Inc.’s possession. Upon Customer’s request, Customer’s property shall be immediately released to Customer or delivered to Customer by SIS, Inc. either (1) F.O.B. transport equipment at SIS, Inc.’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Customer to transport such property or (2) to any location designated by Customer in which event Customer shall pay to SIS, Inc. the reasonable costs of delivering such property to such location.

Acceptance

Customer’s verbal or written acknowledgment of services to be furnished shall constitute an express acceptance of the terms and conditions set forth in this Invoice. Customer further agrees that the commencement of any portion of the service as described in this invoice by SIS, Inc. constitutes the Customers authorization for SIS, Inc. to commence services described in this Invoice. The terms and conditions of this Invoice shall supercede terms and conditions contained in Customer’s Purchase Order and/or Invoice. All terms and conditions set forth in Customer’s purchase order, that are in conflict with any of the terms and conditions set forth in this Invoice, are null and void.

Termination for Convenience

In addition to any other rights of SIS, Inc. to terminate this Invoice, SIS, Inc. at its option can immediately terminate all or any part of this Invoice at any time for any reason by giving written notice to Customer. Upon such termination SIS, Inc. shall immediately make available to Customer all product furnished under this Invoice at SIS, Inc.’s place of business. In the event of termination under this paragraph, Customer shall be obligated to pay to SIS, Inc. for work actually performed, and SIS, Inc. shall not be liable to Customer directly or on account of claims by Customer’s subcontractors or any third party for loss of anticipated profits, unabsorbed overhead, interest on claims, product development, engineering costs, facilities and equipment rearrangement or general and administrative burden charges for termination of this Invoice.

Federal and State Safety Standard

For all services to be performed on Customer’s premises, Customer agrees (1) to comply with all applicable laws and ordinances relating to health and safety, including but not limited to, all federal and stated OSHA rules and regulations, and agrees and undertakes to provide any safety equipment, clothing or devices necessary or required by law, (2) to indemnify, defend, and hold harmless, including reasonable attorneys’ fees and cost of litigation, SIS, Inc. from all liability, including claims, damages, penalties or fines arising from the violation of the Federal Occupation Safety and Health Act of 1970 and any similar state laws regarding work place, equipment or supervision by the Customer, and (3) to obtain the prior written consent of SIS, Inc. human resources manager and operations manager before utilizing any SIS, Inc. employee and/or subcontractor to operate machinery, equipment or vehicles.

Non-Solicitation of Employees

Customer shall not for any reason, directly or indirectly, hire, attempt to hire or utilize the services of anyone who is an employee, consultant or subcontractor of SIS, Inc. during the period of time in which this Terms of Service agreement is in effect plus two years, without the express written permission of SIS, Inc. Customer agrees and understands that the terms of this non-solicitation provision shall survive the termination of SIS, Inc.’s work for Customer.

Entire Agreement

This Invoice contains the entire agreement of the parties. No representations were made or relied upon by either party, other than those expressly set forth herein. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof, unless done in writing and signed by an executive officer of the respective parties hereto.

CUSTOMER SHALL HAVE NO OTHER REMEDY AGAINST COMPANY. SIS, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR ANTICIPATED PROFITS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY, AS A RESULT OF THIS AGREEMENT OR ANY BREACH THEREOF.