Sale Terms and Conditions

ACCEPTING A QUOTE FOR THE MANUFACTURING OF A PRODUCT RESULTING IN THE SUBSEQUENT ISSUANCE OF A PURCHASER ORDER BASED ON THE PRICING, INFORMATION, AND CONDITIONS OUTLINED IN THE QUOTE, CONSTITUTES THE ACCEPTANCE OF THE MANUFACTURING AGREEMENT BY THE PURCHASER WITH THE FABRICATOR

The following terms are the “Manufacturing Agreement” and apply between the Fabricator, (V&G Dynamic Machine, LLC), and the Purchaser with respect to any Purchase Order in the absence of any Custom Manufacturing Terms and Conditions agreed upon in writing between the Fabricator and Purchaser.

A.     Shipment Estimates: Quotes contain an estimated lead time for shipment/delivery. The term, shipment/delivery, provides a preliminary indication of a planned date of shipment/delivery though it does not bind Fabricator in any way. The estimated shipment/delivery date is based on the working conditions applicable at the time the purchase order is acknowledged by Fabricator and is contingent on NO engineering changes being made to the original statement of work provided by the Purchaser, the punctual delivery of materials, delivery of custom tooling/gauges, and/or any outside processing ordered by Fabricator for the performance of the work. Should a delay arise for which Fabricator is not responsible, such as but not limited to, a result of a change in the aforementioned working conditions or because materials, custom tooling/gauges, and/or outside processing ordered in time for the performance of the work are not delivered on time, the shipment date shall be extended as required and Fabricator will not be liable for any such delay.

B.     Risk of Loss: Unless otherwise agreed, all sales of Machined Parts, (Product), shall be ex-works. In the event that the Purchaser requires delivery of product otherwise than ex-works, Purchaser must provide Fabricator detailed Purchaser shipping/delivery requirements. All costs, taxes, duties and charges related to fulfilling any of Purchaser’s requests under this provision shall be paid by Purchaser, unless otherwise agreed to in writing by both parties.

C.     Limited Warranty; Remedy: Fabricator represents and warrants to the Purchaser, (and not to any third party), that the delivered product shall conform to the specifications provided by the Purchaser for such product. Fabricator’s entire liability and Purchaser’s exclusive remedies under this warranty shall be as follows: In the event Purchaser notifies Fabricator that the product fails to comply with Purchaser provided specifications, (written non-compliance shall be supplied by Purchaser), Fabricator will, as Purchaser’s sole and exclusive remedy, and at Fabricator’s option either : (1) provide Purchaser a replacement product that confirms to the specifications or (2) refund the amount paid by Purchaser for the affected product in exchange for the return of the non-conforming product(s) at Fabricator’s sole cost and expense. No returns will be accepted by Fabricator unless Purchaser has notified Fabricator of non-conforming product, in writing, within 30 days post shipment.  If Purchaser fails to contact Fabricator of non-conforming product within the 30-day post shipment period, Fabricator shall have, at its discretion, no further obligations with respect to such product.

D.    AS IS; DISCLAIMER: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, PRODUCT PROVIDED UNDER THESE STANDARD MANUFACTURING TERMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OTHER THAN STATED IN SECTION C ABOVE. FABRICATOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND RELATING TO THE PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL PURCHASERS.

E.     Indemnification: Purchaser agrees to indemnify and hold harmless Fabricator and its officers, directors, shareholders, agents, licensees, employees, successors and assigns, from and against any and all damages, liabilities, awards, losses, costs and expenses including, without limitation, reasonable attorneys’ fees and court costs: (i) arising out of any breach by Purchaser of any undertaking, warranty, representation or agreement contained herein; (ii) arising out of a claim that a Product manufactured by the Fabricator pursuant to an order hereunder violates any law, regulation or ordinance; (iii) arising out of a claim with respect to the Product (whether arising out of product liability, strict liability, negligence or otherwise), including claims related to any injury, death or damage to any person or property caused by the Product; or (iv) arising out of any claim that any Specification, or Product made in compliance with the Specification, or the manufacturing of the Product, infringes upon or violates any patent, trade secret, copyright, trademark, service mark, right of publicity or other right of any third party.

F.     Disclaimer of Certain Damages: FABRICATOR SHALL NOT IN ANY EVENT BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES OR FOR LOSS OF INCOME, BARGAIN, REVENUE, CONTRACTS, GOODWILL, USE, ENJOYMENT, TIME, DATA, OR ELECTRONICALLY TRANSMITTED ORDERS OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE, WHETHER OR NOT FABRICATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE PRODUCT, OR THE FAILURE TO PROVIDE THE PRODUCT IN COMPLIANCE WITH THESE STANDARD MANUFACTURING TERMS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, PARTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED UNDER THE STANDARD MANUFACTURING TERMS; OR (3) ANY OTHER MATTER RELATED TO THE PRODUCT OR STANDARD MANUFACTURING TERMS, WHETHER BASED ON LIMITED WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.