Terms of Service

1. Acceptance of Terms

These Terms constitute the entire agreement between the Company and the Customer regarding manufacturing services and supersede all prior communications, representations, or agreements. No modification to these Terms is valid unless agreed upon in writing by an authorized representative of the Company. Customer purchase orders, acknowledgments, or other forms that conflict with these Terms are expressly rejected unless separately agreed in writing.

2. Quotations & Orders

2.1 Quotation Validity. All quotations are valid for thirty (30) calendar days from the date of issuance unless otherwise stated in writing. Prices are subject to change after the validity period or if the Customer modifies the design, quantity, material, or specifications.

2.2 Order Acceptance. No order is binding on the Company until the Company issues a written order acknowledgment. The Company reserves the right to decline any order for any reason.

2.3 Specifications. Customer is solely responsible for the accuracy and completeness of all specifications, drawings, and files submitted. The Company will manufacture to the provided specifications. Any deviation from approved specifications requires a written change order and may affect pricing and lead time.

2.4 DFM Advisory. Any design-for-manufacturability feedback provided by the Company is advisory only and does not transfer responsibility for part function or design intent from the Customer to the Company.

3. Payment Terms

3.1 Standard Terms. Payment is due Net 30 days from invoice date for approved accounts. First-time customers and orders under $500 require payment in full prior to production.

3.2 Credit Approval. Credit terms are subject to approval and may be modified or revoked at the Company's discretion based on payment history.

3.3 Late Payment. Invoices unpaid after 30 days accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. The Company may suspend production or withhold shipment on overdue accounts.

3.4 Tooling. Tooling costs (molds, fixtures, dies) are invoiced separately and are typically due 50% upon order and 50% upon first article approval. Tooling remains the property of the Company unless otherwise agreed in writing.

3.5 Cancellation. Orders cancelled after production begins are subject to cancellation charges based on work completed and materials committed, up to the full order value.

4. Intellectual Property

4.1 Customer Files. All CAD files, drawings, and specifications submitted by the Customer remain the intellectual property of the Customer. The Company will not use Customer designs for any purpose other than fulfilling the Customer's order.

4.2 Company Processes. Manufacturing processes, toolpaths, fixtures, and process know-how developed by the Company in connection with an order remain the property of the Company.

4.3 No License. Nothing in these Terms grants either party a license to the other's patents, trade secrets, or other intellectual property beyond what is necessary to perform the services.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with manufacturing services. The Company will not disclose Customer designs, specifications, or business information to third parties without Customer consent, except as required to perform the services (e.g., sub-suppliers, surface treatment vendors) or as required by law. This obligation survives termination of the business relationship for a period of five (5) years.

6. Delivery, Shipping & Risk of Loss

6.1 Lead Times. Lead times are estimates provided in good faith. The Company is not liable for delays due to material shortages, equipment failures, acts of God, or other circumstances beyond our reasonable control.

6.2 Shipping Terms. Unless otherwise agreed, all shipments are Ex Works (EXW) our facility. Risk of loss passes to the Customer upon delivery to the carrier.

6.3 Inspection on Receipt. Customer must inspect all shipments within five (5) business days of receipt and notify the Company in writing of any visible damage, shortage, or non-conformance. Claims not submitted within this period may not be honored.

7. Warranties

7.1 Workmanship. The Company warrants that parts will conform to approved drawings and specifications at the time of shipment. This warranty covers defects in workmanship and does not cover damage from misuse, improper installation, or modification by the Customer.

7.2 Warranty Period. The warranty period is ninety (90) days from the date of shipment.

7.3 Exclusive Remedy. The Customer's sole and exclusive remedy for a valid warranty claim is, at the Company's option, rework, replacement, or refund of the defective parts. The Company is not liable for consequential damages arising from defective parts.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR PRODUCTION DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL LIABILITY ARISING FROM ANY ORDER SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

9. Indemnification

Customer agrees to indemnify and hold harmless the Company, its officers, employees, and agents from and against any claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) the Customer's design, specifications, or intended use of the parts; (b) the Customer's breach of these Terms; or (c) claims that the Customer's design or specifications infringe any third-party intellectual property rights.

10. Termination

Either party may terminate an outstanding order for cause upon written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of receiving written notice. The Company may immediately suspend services upon the Customer's insolvency, bankruptcy filing, or failure to make payment when due.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the state in which the Company's primary facility is located, without regard to conflict of law principles. Any dispute arising under these Terms that cannot be resolved informally shall be submitted to binding arbitration under the rules of the American Arbitration Association. The prevailing party in any arbitration or legal proceeding is entitled to recover reasonable attorney's fees.

12. Changes to These Terms

The Company reserves the right to update these Terms at any time. Updated Terms will be posted on our website with a revised "last updated" date. Continued use of our services after the update constitutes acceptance of the revised Terms. For active orders, the Terms in effect at the time of order acknowledgment shall govern.