CREATIVE MACHINING CORPORATION tool and die
15846 Preston Place, Burlington, WA 98233 ∙ T: (360) 855-1981 ∙ F: (360) 855-0621
The Terms and Conditions of Sale contained herein apply to all quotations made and sales entered into by CREATIVE
MACHINING COMPANY (the "Company").
Customer's order shall be accepted only on the express understanding and condition that in the event of any conflict or apparent conflict between the terms and conditions contained in this document and the terms and conditions of Customer's order, the terms and conditions herein shall govern.
1. DELIVERY SCHEDULES. Delivery schedules will be computed from the date Customer's Purchase Order and 50% down is received. In the case of special items, delivery schedules will be computed from the day Company receives complete information necessary to proceed with the manufacture process.
2. SPECIFICATIONS AND DRAWINGS. Specifications, statements, electronic files or CAD data, descriptions or dimensions, and other details supplied by Customer are accepted by Company as official, complete and accurate at time of submission.
3. DESIGN CHANGES. The Company will not be bound to accept design changes during the tooling production. The Company reserves the right to re-quote tooling costs in the event of Customer design and/or specification changes prior to the tooling completion. The Customer agrees to pay Company for tooling modification required by such changes at Company's then prevailing shop rate. Company shall have no responsibility as to fit or function of parts manufactured in accordance with the modified design.
4. PATENTS / COPYRIGHTS. Customer warrants that there are no patents, copyrights or other intangible protections that could interfere with the manufacture by Company of the parts herein specified. Customer agree to hold Company harmless and indemnify it from any liability, expense, claim, damages or judgments arising out of any claimed patent or copyright infringement relating to such parts.
5. MOLDS, TOOLS AND LIABILITY INSURANCE.
a. Company will not use their facility for storage of molds and tools for Customer. Customer shall be exclusively responsible for replacement or repair of molds and tools which are in Companies facility during repair.
b. Customer hereby waives and agrees to hold the Company harmless from any liability, claim, damages or judgments. It shall be the sole and exclusive duty of Customer to procure and maintain such casualty or other insurance coverage as it deems necessary to protect its molds and tools while in Company possession.
6. REWORKING AND SPECIAL TOOLS. The Company shall not be responsible for any reworking of dies, engravings, molds, or similar items performed outside Company's facilities by or at Customer's initiative. Company shall not accept any back charges for work done by Customer unless authorized in writing in advance by Company. Unless otherwise agreed in writing, any special jigs, gauges or fixtures required for manufacture of Customer's order are to be supplied by Customer at its own expense.
7. COMPANY'S RESPONSIBILITY. The Company's responsibility for all molds and or parts manufactured pursuant to agreement with Customer is limited to the furnishing of suitable information such as electronic files or CAD data furnished by Customer to provide workmanlike compliance with Customer. If Customer requests further services, charges therefor will be quoted separately. The molded parts will be considered as approved by Customer unless written notice to the contrary is made by Customer within ten (10) days of receipt of first article sample parts. Company will not assume responsibility or liability for the practicability of such suggestions or recommendations if adopted by Customer.
Further, Company assumes no responsibility for the practicability of Customer's electronic files or CAD data, designs and specifications. Company's liability resulting from defective parts manufactured pursuant to Customer's order is expressly limited to the contract price of said product.
8. WARRANTIES. Company warrants that parts or molds delivered here under shall conform to Customer electronic files or CAD data.
The following are a definition of standards:
a. The liability of Company for breach of the above-described warranty is limited to repair or replacement, at Company's option, of any defective tooling or parts. Customer must comply with the provisions of Article (6) or Company shall have no obligation under this warranty.
b. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AND HEREBY SPECIFICALLY DISCLAIMS AND EXCLUDES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY TOOLING OR PARTS COVERED BY THIS AGREEMENT.
c. In no event shall Company be liable for any consequential damages, including, but not limited to, lost profits alleged to have been suffered by Customer or third parties.
9. FIRST ARTICLE ACCEPTANCE. Written acceptance of first article parts produced from new tooling or modified tooling will be required from a responsible employee of Customer. At that point, or 60 days, whichever comes first, the remaining 10% balance is due and the job is signed off as completed.
10. REPAIRS AND REPLACEMENT. Molds will be considered accepted by Customer unless Company receives written rejection, containing a complete explanation of the nature of the defect, within ten (10) days of shipment of the molds. Company shall have no responsibility for cost of repair or replacement or inspection of any molds by Customer, unless Company's prior written consent has been obtained.
11. SPECIALLY MANUFACTURED GOODS. The Company's quotation, acceptance and production of any order for goods
specially manufactured to Customer's specifications assume timely receipt of all required information. Any such orders may not be canceled. If Customer attempts to cancel or repudiate any such order after the Company accepts it the
Company shall be entitled to recover a reasonable profit in addition to the amount of any other losses the Company may have sustained in reliance upon such order. In the alternative, the Company may, at its sole discretion, utilize the
price of such goods as the measure of its damages.
12. POSSESSORY LIEN. Per our Washington State laws, Company shall have a possessory lien against Customer's tooling and/or molded parts and/or materials as security for the failure of the Customer to pay any balance due the Company for any invoiced tooling, molded parts or specially purchased materials.
13. SHIPMENT. Shipment to Customer will be deemed to have been completed when the products are shipped to Customer or its consignee. If Customer declines for any reason to receive the products when tendered by Company, the balance of the purchase price shall at once become due and payable. The shipment date is the best estimate possible of when the products will be shipped, based upon current and anticipated production loads. Company assumes no liability for loss or damage due to delays.
14. FORCE MAJEURE. Company will not be responsible for loss or damage resulting from strikes, accidents, material shortages, disasters, acts of God or other causes beyond Company's control which result in delays. Tooling and/or parts are F.O.B. Company's plant unless otherwise stated. The risk of loss of Mold shall pass to Customer not later than Company's delivery of the Mold to a carrier at Company's plant.
15. PAYMENT TERMS.
a. Work: Shall be invoiced upon shipment, and unless stated otherwise herein, terms are net ten (10) days from date of invoice unless arranged differently in advance.
b. Mold: Payment for Mold shall be 50% deposit to begin work. Remaining 50% will be split with 40% due upon completion of job and the remainder of 10% to be paid at time of First Article Acceptance or 60 days, whichever comes first.
c. Sales tax: All charges are subject to applicable State Sales Tax (not reflected in quote price). Such tax shall be included in the initial 50% deposit to begin tool production and will be included in the final invoice. This sales tax is due to in-state and out-of-state customers if the tool is used for production in Washington State (unless customer provides a completed Manufacturer's Sales and Use Tax Exemption Certificate, W-9 and Resellers Permit).
d. Shipment: Company may withhold shipment of mold if payment is not made pursuant to the terms hereof for prior shipments of tooling. All amounts not paid when due shall be subject to a 1.5% per month late charge, compounded monthly.
e. Currency: All prices and quotes are in U.S. dollars.
16. CANCELLATION. Orders are not subject to cancellation, modification or deferment of shipment unless Company is paid for any losses or additional costs resulting therefrom. Any cancellation, modification or deferment of shipment must be submitted in writing to Company and will not be deemed accepted until Customer has agreed to pay for all resultant losses and costs of the Company.
17. ATTORNEY'S FEES AND VENUE. In the event that it should become necessary or desirable for either party to commence litigation or arbitration in order to enforce its rights hereunder, the party substantially prevailing in such proceeding shall be awarded its reasonable attorney's fees, costs and other expenses incurred in connection with such proceeding. The laws of the State of Washington hereunder shall govern all sales. Venue for any legal proceeding hereunder, shall be Skagit County, Washington, at the option of Company.
18. WAIVER. Waiver by Company of any term or condition of this Agreement in any one or more instances, or the acceptance of partial, single or delayed payments or performance of any term or condition required herein shall not operate as a continuing waiver or a waiver of any subsequent breach thereof.