1. ACCEPTANCE; GOVERNING TERMS
These Standard Terms and Conditions of Sale (“Terms”) govern all quotations, sales of goods (“Products”), and provision of services (“Services”) by Precision Impacts, LLC (“Seller”) to the purchaser (“Buyer”).
Seller expressly rejects any additional or different terms contained in any purchase order, acknowledgment, or other document issued by Buyer. Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms. Any conflicting or additional terms proposed by Buyer are void unless expressly agreed to in writing by an authorized officer of Seller.
Commencement of performance or shipment of Products does not constitute acceptance of Buyer’s terms.
2. QUOTATIONS; PRICING; ORDERS
All quotations are non-binding and expire thirty (30) days from issuance unless otherwise stated.
Prices are based on custom quotations and are subject to change prior to Seller’s written acceptance of Buyer’s purchase order (“PO”).
All orders are subject to Seller’s written acceptance. Seller may reject, modify, or condition acceptance of any PO at its sole discretion.
No cancellation or modification of an accepted order shall be effective without Seller’s written consent. Seller may impose cancellation charges including recovery of costs incurred, committed materials, work in process, and a reasonable profit margin.
3. PAYMENT TERMS; CREDIT
Buyer must complete Seller’s credit approval process prior to shipment unless prepayment is required.
Standard payment terms are Net 30 days from invoice date unless otherwise agreed in writing.
Past due amounts shall accrue interest at the lesser of: (i) 1.5% per month (18% per annum), or (ii) the maximum rate permitted by law.
Buyer shall reimburse Seller for all costs of collection, including attorneys’ fees.
Seller may suspend performance or require advance payment if Buyer’s financial condition becomes unsatisfactory.
4. DELIVERY; TITLE; RISK OF LOSS
All shipments are Ex Works (EXW) Seller’s facility, unless otherwise agreed in writing.
Title and risk of loss pass to Buyer when the Products are made available to Buyer for pickup at Seller’s facility.
Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays in delivery.
Buyer is solely responsible for arranging and paying for all transportation, freight, insurance, export documentation, customs clearance, duties, taxes, and all other charges associated with shipment of the Products.
Seller’s responsibility is limited to making the Products available for pickup at Seller’s facility at the agreed time. Buyer is responsible for loading, transportation, and compliance with all applicable export and shipping requirements.
If Products are ready for pickup and Seller notifies Buyer that the Products are available, Buyer shall promptly arrange pickup.
If Buyer fails to schedule pickup or otherwise accept the Products within five (5) business days after notice that the Products are ready, Seller may, at its option:
- invoice Buyer for the Products as delivered;
- transfer the Products to storage at Buyer’s risk and expense; and/or
- assess a storage charge equal to the greater of:
$25 per pallet per day, or 1.5% of the invoice value per month (prorated daily).
Storage charges shall begin accruing on the sixth (6th) business day after notice that the Products are ready for pickup and shall be payable under Seller’s standard payment terms.
Risk of loss shall pass to Buyer upon notification that the Products are ready for pickup, regardless of the actual pickup date.
Seller shall not be liable for any deterioration, damage, or loss occurring while the Products are stored after such notice.
5. INSPECTION; ACCEPTANCE; CLAIMS
Buyer shall inspect Products immediately upon receipt.
Buyer must provide written notice of any alleged defect, nonconformity, or shortage within five (5) calendar days of delivery. Failure to provide timely notice constitutes irrevocable acceptance.
Products may not be returned without Seller’s written authorization (RMA).
6. LIMITED WARRANTY
Seller warrants that Products manufactured by Seller will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment.
Seller’s sole obligation, and Buyer’s exclusive remedy, is limited to repair or replacement, at Seller’s option, of defective Products.
This warranty does not apply to damage due to misuse, improper installation, alteration, accident, negligence, normal wear and tear, products modified without Seller’s written approval, or products manufactured to Buyer’s specifications where defects arise from those specifications.
EXCEPT AS EXPRESSLY STATED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
Seller’s total cumulative liability arising from any order shall not exceed the total amount paid by Buyer under the applicable purchase order giving rise to the claim.
These limitations apply regardless of the theory of liability.
8. INTELLECTUAL PROPERTY
All drawings, designs, specifications, technical data, tooling, processes, and intellectual property created or provided by Seller remain the exclusive property of Seller.
No license is granted to Buyer except a limited, non-transferable right to use Products for their intended purpose.
Buyer shall not copy, reverse engineer, disclose, or use Seller’s intellectual property for any purpose other than performance of the applicable order without Seller’s written consent.
Custom engineering, drawings, or development performed by Seller shall remain Seller’s intellectual property unless otherwise agreed in writing.
9. CONFIDENTIALITY
All non-public information disclosed by Seller, including technical, commercial, or manufacturing information, shall be considered confidential.
Buyer shall maintain strict confidentiality, not disclose such information to third parties, and use such information solely for purposes of performing under the order.
These obligations survive termination.
10. COMPLIANCE WITH LAWS; EXPORT CONTROL
Buyer shall comply with all applicable federal, state, and international laws and regulations, including export control laws, hazardous materials regulations, DOT/UN standards, and industry certifications.
Buyer represents that Products will not be used, transferred, or exported in violation of U.S. law.
If Products are used in regulated applications (including defense or medical), Buyer assumes responsibility for ensuring compliance with all applicable laws and approvals.
11. SERVICES
Where Seller provides Services, Seller warrants only that such Services will be performed in a commercially reasonable manner.
No specific result is guaranteed unless expressly stated in writing.
12. TERMINATION
Seller may terminate any order immediately upon Buyer’s breach of these Terms, non-payment, insolvency or bankruptcy, or material adverse change in Buyer’s financial condition.
Seller may also terminate for convenience upon written notice. Buyer shall pay for all work performed and costs incurred prior to termination, including committed materials and reasonable profit.
13. FORCE MAJEURE
Seller shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, labor shortages, material shortages, government actions, supply chain disruptions, or transportation delays.
14. INDEMNIFICATION
Buyer shall defend, indemnify, and hold Seller harmless from any claims arising from Buyer’s misuse of Products, modification of Products, incorporation of Products into other systems, violation of law, or Products manufactured to Buyer’s specifications.
15. GOVERNING LAW; VENUE
These Terms shall be governed by the laws of the State of Ohio, without regard to conflict of law principles.
Any dispute shall be brought exclusively in the state or federal courts located in Ohio, and Buyer consents to such jurisdiction.
16. GENERAL PROVISIONS
These Terms constitute the entire agreement between the parties.
If any provision is held invalid, the remainder shall remain enforceable.
Seller may assign these Terms. Buyer may not assign without Seller’s written consent.
Failure to enforce any provision shall not constitute waiver.