The following are the standard terms and conditions of all orders with Prototype & Development Specialist, LLC (PDS), hereinafter referred to as Seller. Unless special terms are negotiated and documented in the quotation or a PDS order
- TERMS OF CONTRACT: Unless Buyer notifies Seller in writing by certified mail, return receipt requested, within three days after receipt of the order acknowledgement by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and in the absence of such notification, the sale and shipment by Seller of the goods covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof. Initial orders by new customers will be C.O.D., cash or credit card until credit applications are processed.
- SAMPLES: If requested, PDS will submit samples for approval when commencing operations upon any order. However, Seller’s machines may start production immediately after they are set correctly to Buyer’s supplied specifications, and Seller will assume responsibility for having the product in conformity with such specifications while awaiting Buyer’s approval. Any changes in original specifications will be made only at Buyer’s direction and expense. If changes are to be made, Seller must be notified at once by telephone or email, but always with written confirmation. If
buyerintends to use the samples to test a new or unproven design, Buyer should always include this as part of the quotation to withhold production for an agreed upon time.
- QUANTITIES: All quotations are based on Buyer accepting over-run or under-run on each individual item not exceeding 10% of
quantitiesordered. Where closer control of quantity is required special arrangements must be made, otherwiseSeller’s responsibility is only to deliver a quantityof parts within this range.
- BUYER’S MATERIAL: Quotations covering machining of Buyer’s material are made subject to delivery of the amount of material as specified by Seller in
agreed uponspecifications (length, width, diameter or other measurement), F.O.B. Seller’s plant, and are subject to changes, if material furnished by Buyer is defective or will not machine with reasonable wear on tools at the speed and feed estimated. Chemical and physical specifications are the sole responsibility of Buyer, and parts manufactured from Buyer’s material, which conform to blueprint specifications, shall be accepted by Buyer. Seller does not guarantee to deliver more than 90% of the quantity ordered, as stated in “3. QUANTITIES.” If Buyer’s material proves defective, in total or in part, or of a different character than represented by either Buyer or material producer, all work performed by Seller shall be reimbursed by Buyer.
- TOLERANCES: All dimensions must be limited by a specific tolerance. When not specified, it is understood that the following tolerances will apply:
- Decimal Dimensions: All diameters plus or
- Lengths plus or
- Fractional Dimensions: Diameters plus or
- Lengths plus or minus 1/64″ (over 18″ +/- 1/32)
- Angles: Plus or minus 2-1/2 degrees
- Drilled holes the greater of + .005 / – .005 or
Samples are to be considered as denoting fractional
When Buyer purchases to his own specifications, Seller will not be responsible for the design and fitting of parts.
Concentricity requirements, if any, must be specified separately from
- GAGES: Where dimensions cannot be readily gauged with micrometers and require special gages, such gages may be furnished by Buyer or supplied by Seller at an extra charge. In the case of threads, the inspection gages shall conform to the limits specified by the latest National Bureau of Standards Handbook H28, as supplemented, entitled “Screw Thread Standards for Federal Services for Inspection Gages.”
- INSPECTION: Inspection by Seller is made on a percentage basis only. It is assumed 100% inspection is not required. If 100% inspection is required, it is an added cost at Buyer’s expense. Otherwise, Seller reserves the right to adjust his quotation or delivered part price in consideration for the requirements established by Buyer.
- TOOLS, TOOLING CHARGES, FIXTURES, ETC: Tools, dies, jigs, fixtures, programs, gages, and their engineering and design, are integral parts of Seller’s manufacturing processes. Therefore, separate quotation to, or payment by Buyer for these items, supplied by Seller, conveys neither ownership nor the right of removal from Seller’s factory.
- PATENTS: It is not the intention of Seller to manufacture any product which is an infringement of a patent. Buyer will defend and reimburse Seller for all expense and damages resulting from claims of infringement related to filling the Buyers orders. This will apply to orders for individual parts or assemblies.
- SHIPMENT TERMS: F.O.B. Prototype & Development Specialist, LLC, San Antonio, Texas.
- SHIPMENT: In
ordering, Buyer should state explicitly the method of shipment preferred and, in the absence of shipping directions, Seller will use discretion forwarding by air or rail express, truck or parcel post when packages are small and, therefore, subject to lossin transit. When considered prudent by the Seller, shipment will be insured at Buyer’s expense, unless otherwise specified by Buyer. All goods are sold F.O.B. shipping point so Buyer assumes freight cost and liability for any loss or damage to goods once the goods have left Seller’s premises.
- DELIVERIES: Seller assumes the responsibility of assigning the necessary resources to achieve the delivery schedule quoted to the Buyer, within the costs quoted to the Buyer. Seller does not assume any responsibility due to default or delay in production or delivery of all or any portion of any contract resulting directly or indirectly
from:(A) accident to, or breakdowns of Seller’s plant machinery or equipment; labor disputes; fire; riots; national emergency; delays of suppliers; carriers; or governmental restrictions, prohibitions; or allocations; or (B) any cause beyond the control of Seller. In no event shall Seller be liable for any consequential, special, or contingent damages arising out of Seller’s default or delay in filling this order.
- DELIVERY SCHEDULES: Unless otherwise agreed between Buyer and Seller, orders are accepted for delivery as fast as manufactured by complete shipment packed in bulk. If special delivery schedules and lot quantities are required, it may affect price and should be detailed in part of the quotation.
- QUOTATIONS AND ACCEPTANCE: All orders and contracts are subject to acceptance only at Seller’s home office. Typographical errors are subject to correction. All prices subject to adjustment in the event of changes in raw material costs, even if prior to the conclusion of an order.
- CREDIT: Accounts will be opened only on approved credit. Seller reserves the right to decline delivery except for cash, whenever doubt as to Buyer’s financial condition develops.
First timeBuyers will pay initial invoices in cash or with a credit card until Buyer is notified that their credit is approved.
- TAXES: Taxes imposed by any present or future law of federal, state, county, or municipal authority on the manufacture, sale or use of the articles purchased hereunder and required to be paid by Seller shall be added to the amount to be paid by Buyer. Buyer shall furnish evidence of exemption if applicable.
Customduties or taxes are not included in prices; Buyer shall reimburse Seller for any such duties or taxes as Seller may pay or subsequently be assessed.
- CANCELLATION: Orders may be
cancelledor deliveries deferred by Buyer with writtenconsent of Seller only upon the condition that Buyer assumes immediate liability and makes payment to Seller for all work complete and incomplete, recovering Seller’s costs and lost profits. The Seller will recover from Buyer: the unit sales price of completed work, work in process on the basis of the percentage completion, raw material costs, unamortized tooling costs, engineering, handling, overhead charges, and other cancellation charges incurred on the basis of cost to Seller, as well as, lost profits. All cancellation charges to be determined at the time of cancellation or deferment.
- CLAIMS: If Buyer claims delivery of material is not as ordered, he must notify Seller within fifteen (15) days of receipt of shipment. If such claim is sustained, Seller shall, at his option, repair, replace, credit or complete order. Charges for repair or inspection of parts by Buyer without prior authorization cannot be honored. Seller shall have the option of inspecting the goods on Buyer’s premises or of taking back the goods and deciding whether to replace goods or credit Buyer.
Claims for shortage of goods must be presented within fifteen (15) days from the date of receipt of goods and must state the packing slip number, weight including tare and the method used in arriving at a count of the parts. Any claim for error in weight or shortage, not presented in accordance with this provision, will conclusively be deemed waived. Seller may, at Seller’s discretion, request the shipment be returned in its entirety for
Seller will not allow claims on those goods further processed by Buyer resulting in
- WARRANTY: Seller warrants that goods manufactured by him will conform to the drawings and specifications furnished by Buyer. If within six (6) months, the goods manufactured by Seller are found to have defects in material or workmanship as compared to Buyer’s written specifications, and written notice is received by Seller no later than seven (7) months after date of receipt of such goods by Buyer, Seller will, at his option and without regard to limitations under paragraph III, “Quantities,” provide credit, repair, or replace such products determined by Seller to be defective.
Seller shall have the option of inspection of the goods on Buyer’s premises or authorizing their return. No goods are to be returned without written consent nor shall the Seller be liable for any expense, including inspection expenses, incurred by Buyer in order to remedy defects in said goods.
Products manufactured by others but furnished by Seller are limited to the original manufacturer’s warranty and Seller shall not be liable under any circumstances for defects in such products.
Because goods furnished hereunder are to Buyer’s specifications and are used or combined by Buyer with other equipment or components not furnished by Seller, Buyer agrees to indemnify Seller for all claims resulting from the use or incorporation of said goods in the Buyer’s product.
IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PRODUCT SOLD HEREUNDER. THE FOREGOING STATES SELLER’S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER’S EXCLUSIVE AND SOLE REMEDY. SELLER WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OF FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR SELLER ANY SUCH LIABILITY
- LIMITATIONS: Any controversy or claim arising out of or related to this contract, or the breach thereof, must be commenced within one (1) year after the cause of action has occurred.