Standard Terms and Conditions of Sale

These Standard Terms and Conditions of Sale are intended for Meccanica CNC's quotations, purchase orders, order acknowledgments, and sales of custom precision-machined products and related manufacturing services.

1. Agreement.

These Standard Terms and Conditions of Sale ("Terms"), together with Meccanica CNC's quotation, order acknowledgment, and any additional terms expressly accepted by Meccanica CNC in writing, constitute the agreement between Meccanica CNC ("Seller" or "Meccanica") and the customer identified in the applicable purchase order ("Buyer"). Seller shall not be bound by any additional or inconsistent terms contained in Buyer's purchase order, supplier portal, acknowledgment, or other document unless expressly accepted in writing by an authorized representative of Seller. Buyer's issuance of a purchase order, authorization to proceed, or acceptance of Products constitutes acceptance of these Terms.

2. Quotations and Price.

All quotations are based on the drawings, specifications, revisions, quantities, materials, tolerances, inspection requirements, delivery requirements, and other information provided by Buyer at the time of quotation. Unless otherwise stated in writing, quotations are valid for thirty (30) days. Prices do not include applicable sales, use, excise, or similar taxes unless specifically stated. Buyer shall be responsible for such taxes, except taxes imposed on Seller's income. Changes in quantity, material, specifications, drawings, tolerances, inspection, packaging, delivery, or other requirements may result in an adjustment to price and schedule. Extraordinary increases in material, outside processing, freight, or other costs outside Seller's reasonable control may require an equitable price adjustment upon notice to Buyer.

3. Payment Terms.

Unless otherwise stated in Seller's quotation, acknowledgment, or invoice, payment terms are Net Thirty (30) days from the invoice date. Payment is due according to the agreed terms regardless of when Buyer receives payment from its customer. Seller may require deposits, progress payments, payment in advance, C.O.D., or other reasonable payment arrangements based on the size of the order, custom material commitments, or Buyer's credit condition. If Buyer becomes delinquent or Seller reasonably determines that Buyer's ability to pay has materially changed, Seller may suspend work or shipments, require payment in advance, or cancel remaining work without waiving any other rights or remedies. Partial shipments may be invoiced separately.

4. Shipping, Transportation and Risk of Loss.

Unless otherwise agreed in writing, freight, insurance, special packaging, expedited shipping, and transportation charges are Buyer's responsibility. Shipping terms and the point at which title and risk of loss transfer shall be those stated in Seller's quotation or order acknowledgment. If no shipping term is stated, risk of loss passes to Buyer when the Products are delivered to the carrier at Seller's facility. Seller may select commercially reasonable shipping methods unless Buyer provides accepted written routing instructions.

5. Delivery and Schedule.

Seller will use commercially reasonable efforts to meet quoted shipment and delivery schedules. Unless expressly guaranteed in writing, all lead times and delivery dates are estimates and are based on conditions existing when the order is accepted. Seller shall not be liable for delay caused by material shortages, supplier or outside processor delays, transportation interruptions, equipment failure, labor disruption, governmental action, severe weather, force majeure, Buyer changes, late approvals, or other circumstances beyond Seller's reasonable control. Any such delay shall extend the delivery schedule for a reasonable period.

6. Drawings, Specifications and Revisions.

Buyer is responsible for providing complete, accurate, and current drawings, CAD models, specifications, revisions, acceptance criteria, and other requirements necessary to manufacture the Products. Seller will manufacture to the documents and revision levels accepted when the order is released to production. Buyer shall promptly notify Seller of any requested change. No revision or engineering change is binding until accepted by Seller in writing. Changes may result in additional charges, scrap or rework charges, material costs, and revised delivery dates.

7. Inspection and Acceptance.

Buyer shall inspect Products promptly after delivery. Unless a different period is stated in Seller's quotation, order acknowledgment, applicable quality agreement, or other written agreement, Buyer shall notify Seller in writing of any alleged visible or dimensional nonconformity within ten (10) business days after delivery. The notice shall identify the purchase order, part number, quantity affected, and specific alleged nonconformity. Use, assembly, modification, further processing, or resale of Products after discovery of an alleged nonconformity may constitute acceptance of the affected Products to the extent permitted by applicable law. Latent defects that could not reasonably have been discovered during the initial inspection period shall be reported promptly after discovery.

Revision 1.0 - October 1, 2022

8. Returns and Nonconforming Product.

Products may not be returned without Seller's prior written return authorization. Buyer shall provide sufficient information and, when reasonably requested, samples or inspection data allowing Seller to evaluate the alleged nonconformity. Seller shall have a reasonable opportunity to inspect the Products before Buyer performs sorting, rework, scrap, repair, or replacement procurement. If Seller confirms that Products fail to conform to mutually agreed drawings or specifications due to Seller's workmanship, Seller may, at its option, repair or rework the Products, replace the affected Products, or issue an appropriate credit or refund. Buyer shall not charge Seller for sorting, rework, expedited freight, administrative charges, replacement procurement, line-down charges, or other costs without Seller's prior written authorization.

9. Changes and Cancellation.

Buyer may request changes or cancellation of an order, but no change or cancellation is effective unless accepted by Seller in writing. Orders for custom or nonstandard Products may not be cancelled after work has commenced without Seller's written consent. Upon an approved cancellation or reduction, Buyer shall pay for completed Products, work in process, purchased and committed material, outside processing, non-cancellable commitments, engineering, tooling, setup, and other reasonable direct and indirect costs incurred by Seller, together with a reasonable allocation of profit where permitted by law. Buyer shall have no right to partially completed Products, tooling, programs, fixtures, or manufacturing aids unless specifically agreed in writing.

10. Customer-Supplied Material and Property.

When Buyer supplies raw material, components, tooling, fixtures, gauges, or other property, Seller will exercise reasonable care while such property is in Seller's possession. Unless otherwise agreed in writing, Buyer bears the risk associated with defects, dimensional variation, hidden conditions, insufficient material allowance, or other conditions inherent in Buyer-supplied material or property. Normal manufacturing scrap and reasonable setup pieces shall be anticipated. Seller shall not be responsible for replacement of Buyer-supplied material consumed through normal processing or reasonable manufacturing scrap unless otherwise agreed in writing.

11. Tooling, Fixtures, Programs and Manufacturing Methods.

Unless expressly transferred by a written agreement signed by Seller, Seller retains all rights and ownership in its manufacturing know-how, processes, methods, CNC programs, setup information, workholding concepts, fixtures, tooling designs, inspection methods, and other manufacturing aids developed or used by Seller. Payment of tooling, setup, programming, engineering, or non-recurring charges does not by itself transfer ownership of such items.

12. Limited Warranty.

Seller warrants that Products manufactured by Seller will, at the time of delivery, conform in all material respects to the mutually agreed drawings, specifications, and acceptance requirements. Seller's obligation for a confirmed breach of this warranty is limited, at Seller's option, to repair, rework, replacement, credit, or refund of the price paid for the affected Products. This warranty does not cover defects or failures caused by Buyer's design, specifications, material selection, Buyer-supplied material, misuse, improper storage, improper assembly, alteration, further processing, accident, or use outside the agreed requirements. Seller does not warrant Buyer's design or the suitability of a Buyer-designed Product for Buyer's intended application. Except to the extent prohibited by applicable law or expressly agreed in writing, no other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, is made.

13. Limitation of Liability.

To the fullest extent permitted by applicable law, Seller shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profit, loss of production, loss of business, loss of use, line-down charges, or costs of substitute procurement, whether arising in contract, warranty, negligence, or otherwise. Except where prohibited by law or expressly agreed in writing, Seller's aggregate liability arising from a particular order shall not exceed the amount paid or payable to Seller for the affected Products under that order.

14. Buyer Design and Indemnification.

Buyer represents that it has the right to provide all drawings, models, specifications, trademarks, technical data, and other information furnished to Seller. To the extent permitted by law, Buyer shall defend, indemnify, and hold Seller harmless from third-party claims arising from Seller's manufacture of Products strictly in accordance with Buyer's design or specifications, including claims alleging infringement arising solely from such Buyer-provided design, except to the extent caused by Seller's unauthorized modification or independent wrongful conduct.

15. Confidentiality and Proprietary Rights.

Seller will treat Buyer's drawings, models, specifications, and proprietary technical information as confidential when identified as confidential or protected by an applicable nondisclosure agreement. Buyer retains ownership of its designs and intellectual property. Seller retains ownership of its pre-existing and independently developed intellectual property, manufacturing knowledge, processes, programs, tooling concepts, fixtures, methods, and improvements that do not disclose Buyer's protected proprietary design information.

16. Quality Management, Traceability and Flow-Down.

Seller will maintain quality controls appropriate to the Products and to requirements expressly accepted by Seller. When required by the purchase order or an accepted quality agreement, Seller will maintain applicable material, manufacturing, inspection, and traceability records and will flow applicable requirements to approved suppliers and outside processors. Any special quality, regulatory, source inspection, first article, documentation, certification, or traceability requirement must be identified before quotation or order acceptance and may affect price and lead time.

17. Right of Access.

When expressly required by an accepted purchase order, quality agreement, or applicable regulation, and subject to reasonable advance notice, confidentiality obligations, safety requirements, export-control restrictions, and non-interference with operations, Seller will provide reasonable access to relevant facilities, records, and applicable areas of the supply chain for Buyer, Buyer's customer, or appropriate regulatory authorities.

18. Product or Process Changes.

Where required by an accepted purchase order, specification, or quality agreement, Seller will notify Buyer of significant changes in product or process definition, material, approved supplier, outside processing, or manufacturing location when such changes could affect conformity of the Products. Seller will obtain approval before implementing a change when prior approval is expressly required by the applicable accepted contract requirement.

19. Counterfeit or Suspect Material Prevention.

Seller will use commercially reasonable controls to prevent the use of counterfeit, suspect, or unapproved materials and components. Where contractually required, Seller will purchase from approved or traceable sources and maintain applicable documentation identifying the manufacturer, mill, distributor, or other source. Seller will notify Buyer when required traceability cannot be obtained and will not knowingly substitute unapproved material without required authorization.

20. Measurement Traceability and Product Conformity.

Inspection and measurement equipment used for product acceptance shall be controlled and calibrated as appropriate to the applicable requirements. Where required, calibration shall be traceable to recognized national or international measurement standards, including NIST-traceable standards. Personnel performing work affecting product conformity shall have appropriate training, qualifications, or experience for their assigned responsibilities. Seller will maintain awareness of product safety and conformity requirements applicable to work expressly accepted by Seller.

21. Record Retention.

Seller shall retain applicable manufacturing, inspection, material, and quality records for the period specified in the accepted purchase order, customer quality requirements, or applicable regulatory requirements. If no specific period is contractually required, records will be retained in accordance with Seller's established record-retention procedures. Any unusually long or special archival requirement must be disclosed before order acceptance.

22. Force Majeure.

Seller shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, governmental action, embargo, labor disruption, transportation interruption, utility interruption, cyber or communications outage, supplier failure, material shortage, or other comparable event. Seller shall make commercially reasonable efforts to mitigate the effect of such event, and applicable schedules shall be extended for a reasonable period.

23. Compliance and Ethical Conduct.

Seller will conduct its operations in accordance with laws and regulations applicable to the work it has accepted and will maintain standards of ethical business conduct appropriate to its operations. Buyer is responsible for identifying before order acceptance any special regulatory, export-control, government-contract, industry, or end-use requirements applicable to the Products.

24. Governing Law and Venue.

These Terms and all transactions between Buyer and Seller shall be governed by the laws of the State of New Jersey, without regard to its conflict-of-law principles. Unless otherwise agreed in writing, any action arising from these Terms or an order shall be brought in a court of competent jurisdiction in the State of New Jersey. Each party retains any rights or remedies available under applicable law.

25. Miscellaneous.

Clerical or typographical errors are subject to correction. Seller's failure to enforce any provision shall not constitute a waiver of that provision or any other provision. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law. Buyer may not assign an order or its rights or obligations without Seller's prior written consent, except as otherwise required by law. Notices concerning claims, changes, cancellation, or other material contractual matters shall be in writing.

26. Entire Agreement and Order of Precedence.

Seller's quotation, Seller's written order acknowledgment, these Terms, and any separately negotiated written agreement signed by authorized representatives of both parties constitute the entire agreement concerning the applicable order and supersede prior or contemporaneous oral or written communications concerning that order. In the event of a conflict, a specifically negotiated and mutually signed agreement shall control, followed by Seller's written order acknowledgment, Seller's quotation, and these Terms, unless Seller expressly agrees otherwise in writing.