These terms and conditions govern the sale of parts (“Parts”) and provisions of services (“Services”) by Microform Precision, LLC (“Seller”). These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Seller’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
- Order Acceptance: Seller contracts for the supply of Parts and Services, subject only to these terms and conditions. The placing of an order following a quotation given by Seller shall not be binding unless and until Buyer issues a written purchase order to Seller and Seller responds with a sales order acknowledgement or, Seller at his option, commences performance on the basis of a verbal order which shall constitute a valid acceptance of Buyer’s order.
- Estimation of Fabrication: Quotes issued by Seller are valid only for production of Parts under the conditions explicitly described by the quote. Quoted conditions include but are not limited to: lot size (i.e. quantity), materials, services included and all noted exceptions. Issuance of a purchase order for a quoted item shall be deemed to constitute acceptance of the conditions of the quote.
- Shipping: Unless otherwise noted on Seller's quote, shipping is quoted F.O.B. Seller's facility in Sacramento, California.
- Scheduled Deliveries: Unless otherwise specified pricing is based on the production and delivery of the quantity shown in a single lot. Requested division of the quantity into multiple production runs and/or deliveries, including a First Article requirement, may result in a price change.
- Tolerances: Seller shall be responsible for producing parts which dimensionally conform to explicitly defined tolerances. Buyer’s documentation shall be referred to for tolerance definitions except in cases where it conflicts with Seller’s quote in which case, conditions defined by Seller’s quote shall take precedence. Absent a definition in either Seller’s quote or Buyer’s documentation, the tolerance for a given feature shall be defined by Microform’s Standard Block Tolerances, viewable at www.mform.com/tolerances.
- Cosmetic Criteria: Quotes issued by Seller should note a cosmetic class designated as either A, B, C or D. This designation is made based on the requirements made known to the Estimator and/or the Estimator’s best judgement at the time the quote is issued but should be confirmed by the Buyer before approving the quote and proceeding with an order. The definitions of these classes can be found at www.mform.com/cosmetic-criteria. It is the responsibility of the buyer to confirm that this cosmetic class is appropriate for their application. A higher cosmetic designation will, in the majority of cases, increase the price of the part.
- Payment Terms: Unless approved for credit terms, payment must be received in order for an order to be started. If credit terms have been granted by the Seller, those terms will be listed on the sales order acknowledgement and invoice, and invoices are expected to be paid within the terms listed on them.
- Quote Expiration: Quotes are good for up to 30 days unless otherwise specified.
- Right to Refuse Service: Microform Precision reserves the right to refuse service.
- Lead Time: Lead time stated on quote does not start until order is received and any applicable payment requirements are fulfilled. If lead time is stated in days, the days are business days (Monday through Friday excluding holidays), not calendar days. If a first article is required, lead time quoted is lead time to produce first article, not production run.
- Changes to Order: Any change made after the issuance of a quote or after the placement of an order may change price and/or lead time and may require a revised purchase order.
- Liability Limitations: The sole liability of Seller in respect to any defect in or failure of any goods or services supplied or for any shortage in the quantity of parts delivered or for any loss injury attributable directly or indirectly thereto is limited to making good by replacement or repairing defects or failures. Without prejudice to the foregoing Seller shall in no circumstances be liable for any indirect or consequential loss, including without limitation, loss of production, loss of profit or liability to third parties suffered or incurred by the Buyer or for any loss or damage in excess of the contract price.
- Warranty and Returns: Should products shipped by Seller appear to be defective or not in accordance with the written specifications accepted by Seller, the Buyer shall hold the shipment and immediately notify Seller, sending samples and other evidence in support of Buyer's claim. No returns or claims will be accepted unless and until Seller issues a Return Material Authorization (RMA) number.
- Any shipping discrepancies in unit count must be reported to Microform Precision’s customer service department at (916) 419-0580 within 1 week of receipt.
- Any order non-conformance claims that are cosmetic in nature must be reported to Microform Precision’s customer service department at (916) 419-0580 within 30 days of receipt. For examples of non-conformances that are cosmetic in nature please visit our website www.mform.com/cosmetic-criteria.
- All other order non-conformance claims must be reported to Microform Precision’s customer service department at (916) 419-0580 within 90 days of receipt.
- Microform Precision shall consider claims reported outside of the time frames quotes above as void.
- Sample Parts: Sample parts provided to Seller by Buyer (or prospective Buyer) will remain on site for a period of 6 months. After 6 months, Seller reserves the right to reclaim customer provided sample parts.