Sales Terms & Conditions

Agreement last revised May 2026

In these Sales Terms and Conditions, the “Seller” refers to Quickparts Acquisition Inc. trading as Quickparts, a Delaware corporation. The “Buyer” refers to the individual or entity purchasing the goods from the Seller, with such Buyer set forth in an applicable Quote (as such term is defined below). 

Quotation. Quickparts provides a quotation (“Quote”) for the Buyer’s part(s) based on a 3D CAD model submitted by the Buyer to the Seller. Any alteration to the 3D CAD model necessitates an updated Quote. Quotes are valid for 30 days, after which pricing may change without prior notice. The Seller retains the right to rectify clerical and typographical errors in any Quote. The Buyer acknowledges that 2D technical drawings supersede 3D CAD models only as expressly stipulated in the underlying Quote. The Seller bears no responsibility for discrepancies between 3D CAD data and 2D technical drawings. If an order encompasses threads or specific tolerances, it is the Buyer’s obligation to furnish a technical drawing with the pertinent specifications and to ensure that this is accurately reflected in the quotation request and Quote. 

Offer and Acceptance of Contract. These Sales Terms and Conditions, along with a valid Quote (these Sales Terms and Conditions and one or more Quotes, together, the “Agreement”), constitute a legally binding agreement and encompass the entire understanding between the Buyer and the Seller concerning the goods and services provided by the Seller, superseding any and all other agreements, representations, and understandings, whether verbal or written. The Seller’s acceptance of any order, purchase order, or other document issued by the Buyer is expressly made conditional on the Buyer’s assent to the terms and conditions set forth in the Agreement. Except for terms pertaining to the description, price, quantity, and shipping destination for produced goods, all terms or conditions contained in the Buyer’s purchase order, request for quotation, acknowledgment, confirmation, website, or any other document that are additional to or different from the terms set forth in the Agreement are hereby objected to and rejected by the Seller and shall not become part of the Agreement, regardless of the Seller’s failure to object specifically to any such terms. The Buyer is deemed to have assented to the Agreement upon acceptance of a Quote, issuance of a purchase order, acceptance of delivery of goods, or any other written or oral expression of intent to proceed with the Agreement by the Buyer. The Agreement governs any orders accepted by the Seller from the Buyer and/or the Buyer’s authorized purchasers based on the Quote provided to the Buyer. Following acceptance of an order by the Seller, the Buyer is liable for any delivery delays or charges, in addition to the original price, resulting from a Buyer-requested change agreed upon in writing by the Seller. 

Termination for Convenience. The Buyer may terminate an order in whole or in part at any time by written notice to quote@Quickparts.com, effective upon receipt by the Seller. Upon termination, the Seller reserves the right to invoice the Buyer and Buyer hereby agrees to pay, within the payment terms specified in the applicable invoice, the fees associated with all produced goods or services rendered prior to receipt of termination notice, as well as for any materials utilized or procured to manufacture the Buyer’s parts which cannot be returned by the Seller. This provision does not impede or alter the Buyer’s right to cancel the order for the Seller’s breach. 

Subcontracting. The Buyer acknowledges and agrees that the Seller may employ subcontractors to process and manufacture the order. Consequently, the Buyer understands and agrees that the Seller may share the Buyer’s specifications with its partners to process and manufacture the order. The Seller shall remain responsible for the performance of its subcontractors to the same extent as if the Seller had performed the work itself. The Buyer shall not have the right to approve or reject the Seller’s selection of subcontractors. The Seller shall require its subcontractors to comply with confidentiality obligations no less protective than those set forth in the Agreement. 

Change Orders. After the Seller has accepted an order, any request by the Buyer to modify the specifications, quantities, delivery schedule, shipping destination, or any other aspect of the order (a “Change Order”) must be submitted in writing to the Seller. The Seller shall use commercially reasonable efforts to evaluate each Change Order request within five business days of receipt and shall notify the Buyer in writing whether the Change Order is accepted, rejected, or accepted subject to adjustments in price, delivery schedule, or other terms. No Change Order shall be binding on the Seller unless and until accepted by the Seller in writing (email to suffice). The Buyer shall be responsible for any additional costs, fees, or charges resulting from an accepted Change Order, including but not limited to costs for materials already procured, work already performed, retooling, and schedule changes. If the parties cannot agree on the terms of a Change Order, the original order shall remain in effect. 

Delivery; Quantity; Shipping; and Title. 

Any indicated delivery time represents the Seller’s intended or typical delivery schedule, although actual delivery times may differ. The Seller reserves the right to limit quantities at any time, and partial shipments may be dispatched to the Buyer. Delivery of all goods shall be made in accordance with the applicable shipping track set forth below. For domestic shipments within the United States that do not cross an international border, the default shipping track is Domestic Track 1 (Ex Works) unless the Buyer has expressly elected Domestic Track 2 in writing prior to order placement. For international shipments crossing an international border into the United States, the default shipping track is International Track 1 (Delivered Duty Paid) unless the Buyer has expressly elected International Track 2 in writing prior to order placement. 

DOMESTIC SHIPMENTS 

Domestic Track 1 — Ex Works (Default). Unless the Buyer has elected Domestic Track 2 in writing prior to order placement, all domestic orders shall be shipped Ex Works (EXW) (Incoterms® 2020) from the Seller’s facility or its manufacturing partner’s facility. Title to and risk of loss for the goods shall pass to the Buyer at the point of origin when the goods are made available to the Buyer or to the carrier designated by the Buyer. The Buyer shall be responsible for all freight, insurance, and transportation costs from the point of origin. The Seller shall have no liability for loss, damage, delay, or destruction of goods occurring after risk of loss passes to the Buyer at the shipping point. The Buyer’s selection of a carrier shall constitute the Buyer’s designation of an agent for the purposes of taking delivery, and tender of goods to such carrier shall constitute delivery to the Buyer. 

Domestic Track 2 — Seller-Arranged Freight (Opt-In). If the Buyer elects Domestic Track 2 in writing prior to order placement, the Seller shall arrange freight to the destination specified in the applicable Quote or order and shall invoice the Buyer for all associated freight, handling, and insurance costs in addition to the purchase price of the goods. Title to and risk of loss for the goods shall pass to the Buyer upon delivery to the destination specified in the order. The Seller’s selection of carrier and routing shall be at the Seller’s sole discretion unless specific carrier or routing instructions are agreed in writing in the applicable Quote. The Seller shall not be liable for carrier delays, losses, or damage occurring after tender of goods to the carrier, and the Buyer’s remedy for any such loss or damage shall be against the carrier directly. 

General Domestic Shipping Terms (Domestic Track 1 and Domestic Track 2). The Seller reserves the right to make partial shipments, which shall each be treated as a separate transaction for invoicing and payment purposes. The Buyer shall be responsible for all costs associated with refused or undeliverable shipments, including return freight and restocking charges. If the Buyer specifies a carrier, routing, or delivery method that results in increased cost or delay, any additional costs shall be invoiced to the Buyer. The Seller shall not be liable for any consequential, incidental, or special damages arising from carrier delays or delivery failures, regardless of whether the Seller arranged the freight. 

Any delivery terms contained in the Buyer’s purchase order, acknowledgment, or any other Buyer document — including but not limited to FOB Destination, Delivered Duty Paid, or any other buyer-favorable delivery designation — are hereby expressly rejected and shall not become part of this Agreement, unless the Buyer has elected Domestic Track 2 in writing prior to order placement in accordance with the provisions above. 

For orders fulfilled under Domestic Track 1, the Buyer must provide a valid carrier account number and carrier designation at or prior to the time of order placement. If the Buyer fails to provide a valid carrier account number and carrier designation prior to order acceptance, the order shall automatically be fulfilled under Domestic Track 2, the Seller shall arrange freight to the destination specified in the applicable Quote or order, and all associated freight, handling, and insurance costs shall be invoiced to the Buyer in addition to the purchase price of the goods. The Buyer’s failure to provide carrier information shall not delay the Seller’s production schedule or entitle the Buyer to any adjustment in delivery timing. 

INTERNATIONAL SHIPMENTS 

International Track 1 — Delivered Duty Paid / Seller as Importer of Record (Default). Unless the Buyer has expressly elected International Track 2 in writing, all international orders shall be shipped Delivered Duty Paid (DDP) (Incoterms® 2020) to the United States destination specified in the applicable Quote or order. The Seller shall act as the IOR and shall be responsible for the importation of the goods into the United States, including clearance through CBP, and, subject to the sentence that immediately follows, payment of all duties, taxes, and fees, and final delivery to the destination specified in the order. The Seller shall advance all duties, taxes, and fees on the Buyer’s behalf and shall invoice the Buyer for such amounts following entry, as further described in the Duty Payment and Pass-Through provision below. Where a subsequent sale to the Buyer exists, the Seller may instruct its customs broker to elect first sale valuation under 19 USC § 1401a, declaring the value of the initial supply chain transaction as the dutiable transaction value. The Seller shall maintain all supporting documentation required for first sale valuation and shall produce such documentation to CBP upon request. The duty-free prototype classification under HTS 9817.85.01 and 19 CFR § 10.91 is available for qualifying orders under this Track, supported by the Universal Title Transfer provision set forth below and subject to the Prototype Compliance Certification provisions set forth below. 

International Track 2 — Ex Works / Buyer as Importer of Record (Opt-In). If the Buyer elects International Track 2 in writing, goods shall be shipped Ex Works (EXW) (Incoterms® 2020) from the Seller’s manufacturing partner’s facility. Title to and risk of loss for the goods shall pass to the Buyer at the point of origin, prior to the goods’ departure from the manufacturing partner’s facility and before the goods reach the United States border. The Buyer shall be designated as the Importer of Record (“IOR”) for all United States Customs and Border Protection (“CBP”) purposes and shall be responsible for compliance with all applicable United States customs laws and regulations. The Seller shall arrange all logistics, freight forwarding, and customs filings on the Buyer’s behalf and as the Buyer’s authorized agent, but the legal IOR designation and ultimate compliance responsibility shall remain with the Buyer. The duty-free prototype classification under HTS 9817.85.01 and 19 CFR § 10.91 is available for qualifying orders under this Track, subject to the Prototype Compliance Certification provisions set forth below. 

Universal Title Transfer (International Track 1 and International Track 2). Irrespective of the mode of the Incoterm or mode of transport employed, prior to the goods’ arrival at the first port of entry in the United States (or crossing into the territorial limits of the United States) and prior to entry or admission into the United States stream of commerce (a) the sale of goods between the Seller and the Buyer shall be deemed completed and (b) title to and risk of loss for the goods shall pass from the Seller to the Buyer. For the avoidance of doubt, for any air freight shipments, title to and risk of loss for the goods shall likewise pass from the Seller to the Buyer prior to the goods’ arrival at the first United States airport of entry, and before the goods are formally entered or admitted into the United States stream of commerce. This provision applies to all international orders under the Agreement, whether fulfilled under International Track 1 or International Track 2, and is intended, among other purposes, to support the availability of the duty-free prototype classification under HTS 9817.85.01 by establishing that no sale of the imported goods occurs after entry into the United States and before completion of prototype use. 

Buyer Importer Information (International Track 2 — International Shipments Only). If the Buyer elects International Track 2, the Buyer shall promptly provide the Seller with (a) a valid IRS Employer Identification Number (“EIN”) or CBP-assigned importer number and (b) the applicable Harmonized Tariff Schedule (“HTS”) code for each product to be imported, in each case at the time of account setup or prior to the first International Track 2 order, whichever is earlier. The Buyer represents and warrants that its EIN or CBP importer number and the HTS code(s) provided are accurate and current. The Seller shall not process any International Track 2 order until such importer identification and HTS code(s) have been received and verified. 

Customs Power of Attorney (International Track 2 — International Shipments Only). By accepting the Agreement and electing International Track 2, the Buyer hereby grants the Seller standing authority to act as the Buyer’s customs agent and authorized representative for all United States import transactions arising from orders placed under the Agreement. This authorization includes, without limitation, the authority to execute customs entries, make declarations to CBP, file protests, and take all other actions reasonably necessary to effect the importation of goods on the Buyer’s behalf. This grant of authority is intended to constitute a valid customs power of attorney within the meaning of 19 CFR § 141.32 and shall remain in effect for the duration of the Agreement unless revoked by the Buyer in writing. Notwithstanding the foregoing, if CBP requires a separately executed power of attorney document in the form prescribed by 19 CFR § 141.32, the Buyer shall execute and deliver such document to the Seller promptly upon request. 

HTS Classification Authority (International Track 1 — International Shipments Only). The Seller shall determine the HTS classification for all goods imported under the Agreement on the Buyer’s behalf. The Buyer acknowledges and agrees that the Seller’s HTS classification constitutes a professional estimate based on the information provided by the Buyer and that CBP retains sole authority to make final classification determinations. The Buyer hereby agrees to and shall provide the Seller with accurate and complete product descriptions, technical specifications, materials composition, and intended end use for all goods at the time of order placement. The Buyer shall promptly notify the Seller of any changes to the intended end use or application of the goods. The Seller shall not be liable for any duties, penalties, interest, or other charges arising from CBP’s reclassification of goods where the Seller’s original classification was based on information provided by the Buyer. 

Duty Payment and Pass-Through (International Track 1 and International Track 2 — International Shipments Only). All customs duties, taxes, tariffs, and fees assessed by CBP or any other governmental authority in connection with the importation of goods under the Agreement (collectively, “Import Charges”) shall be the sole financial responsibility of the Buyer, regardless of which shipping track applies and regardless of the invoicing arrangement between the parties. Under International Track 1, the Seller shall advance Import Charges on the Buyer’s behalf and shall invoice the Buyer for such amounts following entry. The Buyer shall pay all invoiced Import Charges within the payment terms specified in the applicable invoice. The Buyer acknowledges that Import Charges invoiced at the time of order placement are estimates and that actual Import Charges assessed by CBP may differ. The Seller reserves the right to invoice the Buyer for any difference between estimated and actual Import Charges. Under International Track 2, the Buyer shall be directly responsible for all Import Charges as the IOR. 

Prototype Compliance Certification (HTS 9817.85.01) (International Track 1 and International Track 2 — International Shipments Only). For any order designated by the Buyer as an evaluation-only prototype order, the Buyer hereby certifies that the imported goods will be used solely for purposes of development, testing, evaluation, or quality control and will not be sold or incorporated into products intended for sale before prototype use is complete, as required by 19 CFR § 10.91. The Buyer further certifies that the goods are being imported for the purpose of product development or evaluation and that none of the imported goods will be sold after importation or otherwise disposed of for commercial purposes prior to completion of prototype use. This certification applies to prototype orders under both International Track 1 and International Track 2. The availability of the duty-free classification under HTS 9817.85.01 on International Track 2 orders, where the Seller is the IOR, is supported by the Universal Title Transfer provision above, which establishes that the sale of goods between the Seller and the Buyer is deemed complete before entry into the United States. The Buyer shall indemnify, defend, and hold harmless the Seller from and against any and all back duties, interest, penalties, fines, and other charges assessed by CBP or any other governmental authority arising from the Buyer’s breach of this certification or non-compliance with 19 CFR § 10.91, including but not limited to any sale or commercial disposition of prototype goods before prototype use is complete. 

Seller Facilities as Logistics and QA Agent (International Track 1 — International Shipments Only). When goods are routed through the Seller’s facilities or other location designated by the Seller (each, a “Seller Facility”) under International Track 1, the Seller will act as the Buyer’s logistics and quality assurance inspection agent and not as the owner of the goods. The Seller’s receipt, inspection, handling, or temporary storage of goods at a Seller Facility shall not constitute a transfer of title or ownership to the Seller, and the Buyer shall retain title to and ownership of the goods at all times while such goods are at a Seller Facility. The Seller’s inspection activities at a Seller Facility are performed on the Buyer’s behalf and for the Buyer’s benefit. 

Customs Indemnification. In addition to any other indemnification obligations under the Agreement, the Buyer shall indemnify, defend, and hold harmless the Seller (and its employees, representatives, agents, and customs brokers) from and against any and all CBP penalties, back duties, interest, fines, sanctions, legal costs, and other expenses arising from or relating to customs issues attributable to: (a) inaccurate, incomplete, or misleading product descriptions, technical specifications, or end-use information provided by the Buyer; (b) the Buyer’s failure to provide required information to the Seller or CBP in a timely manner; (c) instructions or directions given by the Buyer regarding classification, valuation, or country of origin; or (d) the Buyer’s failure to maintain required records or certifications, including but not limited to the Prototype Compliance Certification set forth above. This indemnification obligation applies to both Track 1 and Track 2 orders. 

As collateral security for the payment of the purchase price of the goods, the Buyer hereby grants to the Seller a lien on and security interest in and to all of the right, title, and interest of the Buyer in, to, and under the goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Delaware Uniform Commercial Code. 

If for any reason the Buyer fails to accept delivery of any of the goods or if the Seller is unable to deliver the goods at the shipping destination on such date because the Buyer has not provided appropriate instructions, documents, licenses or authorizations (a) the goods shall be deemed to have been delivered; and (b) the Seller, at its option, may store the goods until the Buyer picks them up, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance). 

Price and Payment Terms. All prices are quoted, and payments must be made in the quoted currency, exclusive of freight, shipping, special packaging or handling, Import Charges (as defined below), and unless expressly stated otherwise, sales, excise, use, or other taxes arising from this transaction. No discounts are permitted. Payment may be effected by credit card or an acceptable form of prepayment. Upon credit approval, goods or services may be invoiced, with all sums due and payable as per the invoice terms, but in no event shall payment terms extend beyond net 30 days from the date of the applicable invoice unless expressly agreed in writing by the Seller. If the Buyer opts for electronic invoicing via a designated electronic payment platform, any associated costs will be borne by the Buyer. The Buyer is liable for any costs incurred by the Seller in the collection of overdue amounts, including but not limited to collection costs, filing fees, and reasonable attorney fees. In the event of changes to the order or cost price factors, the Seller reserves the right to pass on such additional costs to the Buyer. The Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. If the Buyer fails to make any payment when due, the Seller may, in addition to any other remedies available at law or under the Agreement, (a) suspend performance of any outstanding orders until all overdue amounts are paid in full, and (b) require prepayment or other assurance of payment satisfactory to the Seller as a condition to fulfilling any current or future orders. 

Nonconforming Goods. The Buyer must inspect all goods upon delivery by the Seller, and should any goods be nonconforming, the Buyer must notify the Seller in writing within 15 days of delivery, specifying the nature of any nonconformity. The Seller retains the right to repair or replace any mutually agreed nonconforming goods. The Seller bears no obligation to repair, replace, or compensate the Buyer for nonconforming goods if the Buyer fails to provide written notification of nonconformity within 15 days of delivery. The Buyer acknowledges and agrees that the remedies set forth in Section titled “Nonconforming Goods” are the Buyer’s exclusive remedies for the delivery of nonconforming goods. Except as provided in this Section titled “Nonconforming Goods”, all sales of the goods to the Buyer are made on a one-way basis and the Buyer has no right to return the goods purchased under the Agreement to the Seller. 

Warranties. The Seller warrants that the goods delivered under the Agreement will materially conform to the Buyer’s specifications as set forth in the applicable Quote at the time of delivery (the “Limited Warranty”). The warranty period shall be 15 days from the date of delivery of the goods to the Buyer or, if applicable, to the carrier designated by the Buyer (the “Warranty Period”). The Buyer must notify the Seller in writing of any warranty claim within the Warranty Period, specifying the nature of the alleged nonconformity. If, upon the Seller’s inspection, the Seller determines in its reasonable judgment that the goods do not conform to the Limited Warranty, the Seller shall, at its sole option, either (a) repair or replace the nonconforming goods at no additional charge to the Buyer, or (b) refund the purchase price paid by the Buyer for the nonconforming goods. THE REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES, AND THE SELLER’S ENTIRE LIABILITY, FOR ANY BREACH OF THE LIMITED WARRANTY. 

The Limited Warranty does not apply to, and the Seller shall have no obligation or liability with respect to, any nonconformity or defect arising from or attributable to: (a) the Buyer’s specifications, designs, intellectual property, instructions, or directions; (b) materials selected or specified by the Buyer; (c) goods that have been altered, modified, abused, damaged, or misused by any person or entity after risk of loss passes to the Buyer; (d) goods designated as first articles, prototypes, pre-production units, test units, or other similar evaluation products; (e) normal wear and tear; or (f) the Buyer’s failure to comply with any applicable handling, storage, or usage instructions. The Seller assumes no responsibility for the design of the goods. Any design modifications or design services provided by the Seller’s personnel are solely aimed at meeting the Seller’s manufacturing requirements, and the Buyer holds sole legal responsibility for the design specifications and performance of the goods. The Buyer is solely responsible for ensuring that materials selected for goods manufactured by the Seller meet any applicable regulatory requirements or specifications, including but not limited to Directive 2011/65/EU (RoHS Directive), ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, THE SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

No Design Responsibility. The Buyer is solely responsible for the design, engineering, specifications, tolerances, dimensions, material selection, and intended application and fitness for purpose of all goods manufactured by the Seller. The Seller manufactures goods strictly in accordance with the design and specifications furnished by the Buyer and does not perform, review, validate, or warrant the design of any goods. The Seller’s Limited Warranty extends solely to conformance of the manufactured goods to the Buyer’s specifications as set forth in the applicable Quote, and expressly excludes any warranty that the goods are fit for the Buyer’s intended purpose or free from design defects, whether such defects originate in the Buyer’s design, specifications, drawings, material selections, or instructions. Any warranty of fitness for a particular purpose or freedom from design defect contained in the Buyer’s purchase order, terms and conditions, or other document is hereby expressly rejected and shall not become part of this Agreement. 

Indemnification. In addition to the other indemnification obligations set forth herein, the Buyer agrees to indemnify, defend, and hold harmless the Seller (and its employees, representatives, and agents) from and against all claims, liabilities, losses, damages, penalties, fines, and sanctions of any kind resulting from or arising out of the Buyer’s use of the Seller’s goods or services, a breach of any provision of the Agreement, or any third-party claim for infringement of patent rights, trademark, copyrights, or misuse of trade secret information. 

Seller’s indemnification obligations, if any, arising under or in connection with this Agreement shall be limited solely to direct, third-party claims arising from Seller’s gross negligence or willful misconduct in the physical manufacture of goods strictly in accordance with Buyer’s specifications. Seller shall have no obligation to defend, indemnify, or hold harmless Buyer, its affiliates, subsidiaries, customers, successors, or assigns against: (a) claims arising from or related to Buyer’s specifications, designs, drawings, instructions, or directions; (b) claims arising from Buyer’s use, modification, combination, or resale of the goods after delivery; (c) claims for which Seller’s aggregate liability is excluded or limited under the Limitation of Damages section of this Agreement; or (d) any indemnification obligation that is unlimited in scope, duration, or amount. Any indemnification obligation imposed by Buyer’s purchase order or terms and conditions that is broader in scope than the limitation set forth in this paragraph is hereby expressly rejected and shall not become part of this Agreement. 

Rejection of Additional Buyer-Imposed Obligations. The following obligations, if contained in Buyer’s purchase order, terms and conditions, supplier portal, or any other document, are hereby expressly rejected by Seller and shall not become part of this Agreement, regardless of Seller’s failure to object specifically: 

(a) Set-Off. Buyer shall have no right to withhold, deduct, set off, or recoup any amounts owed to Seller under this Agreement or any other agreement against amounts Buyer claims are owed by Seller, without Seller’s prior written consent. Any purported set-off by Buyer shall constitute a payment default entitling Seller to suspend performance and charge late payment interest in accordance with the Price and Payment Terms section above. 

(b) Post-Delivery Supply Obligations. Seller has no obligation to supply goods, replacement parts, service parts, or spare parts following completion and delivery of the applicable order. Any continuing supply obligation, including obligations to supply aftermarket or service parts for any period following last production, shall be subject to a separate written agreement executed by both parties at prices, terms, and minimum quantities agreed at that time. 

(c) Quality Programs and Audit Rights. Seller is not bound by quality management system requirements, industry certifications (including IATF 16949, AS9100, or similar standards), production part approval processes, audit rights, inspection protocols, or quality programs referenced in Buyer’s purchase order or terms and conditions unless expressly identified at the time of quotation, accepted by Seller in the applicable Quote, and reflected in the agreed price. Buyer has no right to audit Seller’s facilities, systems, processes, or records unless separately agreed in writing. 

(d) Financial Reporting. Seller has no obligation to provide financial statements, management accounts, operational data, or other internal business information to Buyer. Any term purporting to require Seller to produce financial information, or granting Buyer a termination or suspension right based on Seller’s financial condition, is expressly rejected. 

(e) Supplier Codes of Conduct. Seller is not bound by Buyer’s supplier code of conduct, ethical sourcing guidelines, sustainability commitments, corporate social responsibility policies, or similar documents, whether incorporated by reference in Buyer’s purchase order or otherwise, unless agreed in a separate written instrument signed by an authorized representative of Seller. 

(f) Most Favored Customer Pricing. Seller makes no representation that prices charged to Buyer represent the lowest price charged to any other buyer for similar goods or services. No most-favored-customer pricing obligation shall be implied from or incorporated into this Agreement by any term in Buyer’s purchase order or terms and conditions. 

Assignment. The Buyer shall not assign, transfer, delegate, or subcontract the Agreement, any order, or any of its rights or obligations thereunder, whether voluntarily, by operation of law, by change of control, or otherwise, without the Seller’s prior written consent. Any purported assignment in violation of this provision shall be void. The Seller may freely assign, transfer, delegate, or subcontract the Agreement, any order, or any of its rights or obligations thereunder, in whole or in part, including to any affiliate, to any successor in interest, in connection with a merger, acquisition, or sale of all or substantially all of its assets, or to its subcontractors and manufacturing partners in the ordinary course of performance, consistent with the Subcontracting section of this Agreement. The Seller shall not be required to make any of its subcontracts or lower-tier supply agreements assignable to, assumable by, or enforceable by the Buyer, to name the Buyer as a beneficiary thereof, or to structure such subcontracts or supply agreements for the Buyer’s benefit. Any term in the Buyer’s purchase order, terms and conditions, supplier portal, or other document that purports to restrict the Seller’s right to assign or subcontract, to grant the Buyer a right to assign that is broader than set forth in this section, or to require the Seller to make its subcontracts assignable to or assumable by the Buyer, is hereby expressly rejected and shall not become part of this Agreement. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 

Insurance. The Seller shall, while the Agreement is in force, maintain Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, Employer’s Liability insurance with limits of not less than $1,000,000, and Workers’ Compensation insurance in statutory amounts required by applicable law, each with insurers rated no less than A- by A.M. Best. The Seller shall provide the Buyer with a copy of its then-current Certificate of Insurance upon receipt of the Buyer’s written request, but in no event shall the Seller be required to provide such Certificate of Insurance more than once in any 12-month period. The Seller is not obligated to: (a) name Buyer as an additional insured on any policy; (b) waive subrogation rights in favor of Buyer; (c) maintain insurance beyond the period required by applicable law; or (d) maintain coverage amounts, types, or terms specified in Buyer’s purchase order or terms and conditions unless separately agreed in writing by Seller. Any such additional requirements are hereby expressly rejected. 

Force Majeure. The Seller shall not be liable for any failure to perform under the Agreement if such failure or delay is caused by acts of God, fire, storms, strikes, pandemics, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor, or transportation, governmental restrictions, or any other event beyond the Seller’s reasonable control. In the event of any shortage of raw materials or other supplies, the Seller may allocate materials and supplies among its buyers as determined at the Seller’s discretion and shall have no liability to the Buyer on account of any delay or cancellation resulting from this allocation. 

Buyer-Supplied Materials. If the Seller agrees to use material supplied by the Buyer, the Buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to the Seller and in a sufficient quality and quantity as deemed necessary by the Seller to fulfill its obligations. The Seller shall not be liable for any failure or delay in delivering goods if caused by the Buyer’s failure to supply and deliver materials in a timely manner or of sufficient quality or quantity as deemed necessary by the Seller. 

Buyer Intellectual Property. The Buyer retains sole ownership of the copyright in files, text, illustrations, software files, and other materials provided to the Seller, as well as any deliverables or designs produced for the Buyer during the Seller’s performance of services. By providing data to the Seller, the Buyer grants the Seller a non-exclusive, royalty-free, worldwide, and transferable right to use, copy, distribute, and display the data (including 3D CAD Data and drawings), documentation, drawings, and specifications provided by the Buyer solely for the purpose of producing, shipping, and selling the parts and/or the goods to the Buyer. 

Seller Intellectual Property. The Seller retains sole ownership of all proprietary software, processes, and procedures developed for the quoting, analysis, design, automation, and manufacturing of machined parts, injection molds, injection molded parts, and 3D printed parts. The Seller also retains ownership of the copyright in all text, illustrations, or other materials provided to the Buyer in a Quote. Without prior written approval from the Seller, the Buyer shall not remove any of the Seller’s markings or modify the Seller’s intellectual property in any manner. 

Retention of Seller Intellectual Property; No Assignment of Seller IP. All intellectual property, processes, methods, know-how, tooling, fixtures, software, designs, and techniques owned by or developed by the Seller prior to or independently of any order, and all improvements, modifications, and derivatives thereof developed in the course of manufacturing the goods (collectively, “Seller Background IP”), shall remain the sole and exclusive property of the Seller. Nothing in the Agreement, and no order, purchase order, or other document issued by the Buyer, shall operate to assign, transfer, or grant to the Buyer any right, title, or interest in or to any Seller Background IP, whether as a “work made for hire,” by assignment, by operation of law, or otherwise. The goods delivered to the Buyer, and the Buyer’s design and specifications furnished to the Seller, remain the property of the Buyer; the Buyer receives title to the physical goods purchased and a non-exclusive right to use such goods for their intended purpose, but acquires no right in the Seller Background IP used to manufacture them. Any term in the Buyer’s purchase order, terms and conditions, or other document purporting to characterize any goods, deliverables, or Seller intellectual property as a “work made for hire,” or to assign or require assignment of any Seller intellectual property to the Buyer, is hereby expressly rejected and shall not become part of this Agreement. 

Federal Government Contracts. If this transaction is a subcontract under a federal government contract or subcontract, the Buyer and the Seller agree that the goods and services provided by the Seller to the Buyer constitute “commercial items” as defined in FAR 2.101 (48 CFR § 2.101). The Seller warrants that the goods and services provided under the Agreement are priced at the same rate and in the same manner as the Seller’s comparable commercial agreements for similar goods and services and are sold in the commercial marketplace, subject to modifications typically available in the commercial marketplace. 

Country of Origin. The Seller does not provide a country of origin certification under the Agreement unless specifically agreed to in writing. The Seller explicitly disclaims any “passive” certifications included in any of the Buyer’s documents or communications related to the Agreement. 

Confidentiality. The Seller agrees not to use any confidential information disclosed by the Buyer for any purpose other than fulfilling its obligations under the Agreement. The Seller shall exercise the same degree of care to protect the secrecy of confidential information as it employs with respect to its own confidential and proprietary information. Upon the Buyer’s written request, the Seller shall destroy all documents containing or representing confidential information and erase any such confidential information from its computer systems, except for electronic copies archived and not readily accessible or copies required to be maintained for regulatory or compliance purposes. Upon request, the Seller shall provide written confirmation of such return or destruction and erasure to the Buyer. This Section does not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; (c) rightfully obtained by the Seller on a non-confidential basis from a third party; or (d) is independently developed by the Seller without use of or reference to the confidential information of the Buyer. 

Export Compliance. The Buyer and the Seller shall comply with all applicable export restrictions and regulations of any United States agency or authority, including but not limited to the Export Administration Regulations administered by the United States Department of Commerce, International Traffic in Arms Regulations under the United States Department of State, and embargo controls administered by the United States Department of the Treasury’s Office of Foreign Asset Controls, concerning the goods or services subject to the Agreement. To conduct appropriate export control checks, the Buyer agrees to identify any export-controlled goods in writing to the Seller upon acceptance of a quotation and to provide all pertinent information regarding the particular end user, destination, and intended use of goods. The Seller reserves the right to halt shipments or provision of goods if it believes that any shipment or sale of goods may violate any export control law. 

Prohibited Purposes. The Buyer warrants that the goods subject to this transaction will not be implanted in a human body and are not subject to FAA inspection. The Buyer certifies that its designs submitted to the Seller and the manufacture and delivery of goods according to the Buyer’s design will not result in goods that violate any federal firearms laws. If the Buyer chooses to have its goods made through the Seller’s supplier network, the Buyer represents and warrants that its uploaded data and/or order does not contain any weapons or weapon-related items. 

Limitation of Damages. THE SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF ANY OTHER TERM OR CONDITION, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THE BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES AND CHARGES FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY AND RISK ALLOCATION. THE TOTAL AGGREGATE LIABILITY OF THE SELLER AND ITS SUBCONTRACTORS AND SUPPLIERS TO THE BUYER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE BUYER TO THE SELLER FOR THE SPECIFIC ORDER OR QUOTE GIVING RISE TO THE CLAIM. THE BUYER ACKNOWLEDGES THAT THE FEES AND CHARGES SET FORTH IN EACH QUOTE REFLECT THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITY AND THAT THE SELLER WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS. 

Without limiting the foregoing, Seller’s sole liability for failure to deliver goods by any estimated or specified delivery date shall be limited to the remedies for nonconforming goods set forth in this Agreement. Seller shall not be liable for liquidated damages, delay penalties, expediting costs, line-down charges, production losses, or any similar charges in connection with late or delayed delivery unless expressly agreed in a separate written instrument signed by an authorized representative of Seller. Seller has no obligation to participate in, fund, contribute to, or reimburse Buyer for any product recall, service campaign, field action, buy-back program, or similar remediation program unless directly and exclusively attributable to Seller’s gross negligence or willful misconduct in the physical manufacture of goods and agreed in a separate written instrument signed by Seller. In no event shall Seller’s liability for any recall or service campaign costs exceed the original purchase price of the specific goods at issue. 

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND SHALL SURVIVE AND APPLY EVEN IF FOUND TO HAVE BEEN MADE PART OF THE AGREEMENT BY A COURT OF COMPETENT JURISDICTION UNDER UCC § 2-207 OR ANY ANALOGOUS PROVISION. THE PARTIES ACKNOWLEDGE THAT EACH PROVISION OF THIS SECTION IS SEVERABLE AND INDEPENDENTLY ENFORCEABLE, AND THAT THE INVALIDITY OR UNENFORCEABILITY OF ANY SINGLE PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS SECTION. 

Prototype and Evaluation Parts. Certain goods manufactured by the Seller are prototype, first article, pre-production, test, evaluation, or development parts (collectively, “Prototype Parts”) and are not manufactured, validated, or intended for production use, end use, installation in a final product, or sale to end users. Goods shall be deemed Prototype Parts if any of the following applies: (a) the Buyer designates the goods as prototype, first article, pre-production, test, evaluation, or development parts in any quotation request, order, attestation, or other written communication; (b) the goods are imported, classified, or certified under a prototype tariff classification, including HTS 9817.85.01, or are the subject of a prototype certification under 19 CFR § 10.91 or the Prototype Compliance Certification provision of this Agreement; or (c) the goods are otherwise reasonably identified as prototype or evaluation parts by their description, quantity, or intended use. 

Notwithstanding any other provision of the Agreement or any term in the Buyer’s purchase order, terms and conditions, or other document, with respect to Prototype Parts: (i) the goods are provided “AS IS,” and the Seller’s sole obligation is that the goods materially conform to the Buyer’s specifications at the time of delivery; (ii) the Seller makes no warranty of any kind as to fitness for any particular or intended purpose, merchantability, design, durability, performance, or suitability for production or end use, all of which are expressly disclaimed; and (iii) the Seller shall have no liability for, and any clause purporting to impose, any warranty of fitness or design, any extended warranty period, any field, recall, service campaign, or end-use obligation, any liability for incorporation of the goods into a production or final product, or any liability arising from the Buyer’s use of the goods beyond development, testing, or evaluation, is hereby expressly rejected and shall not become part of this Agreement. The Buyer assumes all risk arising from any use of Prototype Parts beyond development, testing, or evaluation. 

Miscellaneous. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any legal proceeding arising from or relating to this transaction shall be brought in a court of record chosen by the Seller or in United States courts located in the Seller’s county. The Seller and the Buyer consent to the jurisdiction of such courts and waive any objection to the laying of venue in such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. All documents, notices, and legal proceedings executed or given pursuant to the Agreement shall be in English, with the meaning of all words and phrases defined, construed, and interpreted in English. Any translations provided by the Seller are for convenience only. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of the Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in a Quote or to such other address that may be designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section. 

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