[1.0] Prices – List prices, discounts and quotations are subject to acceptance by us. If it is necessary to change prices after order acceptance, your approval will be obtained prior to shipment; otherwise, the order will be deemed canceled. We reserve the right to correct any obvious errors in specifications and prices.
[2.0] Terms of Payment - Without approved credit and an account having been established with CJ Precision Machine prior to the commencement of work, all shipments will be made C.O.D. All fees, invoices and charges are transacted in US$ dollars.
[3.0] Taxes - Any taxes which, under any existing or future law, we may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods or services covered shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by you to us on demand, unless you provide us with an exemption certificate acceptable to the appropriate taxing authorities.
[4.0] Freight - All goods and/or services provided by us are F.O.B. 6710 Supply Way, Boise, ID 83716 USA. All shipping costs shall be borne by you. All other orders shall be shipped freight collect. If a delivered price has been quoted, any changes at destination for spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by you, and any increase or decrease in transportation charges shall be added to or subtracted from the quoted price.
[5.0] Materials, Tolerances and Variations – All customer supplied material shall be subject to inspection upon receipt and acceptance by us at our facility to assure acceptability for processing and conformance to your representations and our quotation requirements. You will be advised upon receipt by us of any goods received for processing that are nonconforming, damaged, visibly defective, or it the quantities received by us do not agree with the quantities indicated on your shipping document. You must provide documentation that shows the customer critical information, measurements with tolerances and finish class. If a measurement does not contain a tolerance, then CJ Precision Machine Shop tolerances are used. Likewise, if the customer’s documentation does not specify a finish, then the CJ Precision Machine Class C finish will apply. All goods shall be subject to tolerances and variations consistent with usual trade regarding dimensions, straightness, section, composition, mechanical properties, normal variations in surface and internal conditions and quality, and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
[6.0] First Article Orders – A First Article Order is a manufactured part we are building for the first time, or an existing part that has had a change to form, fit, function or material. The purpose of the First Article Order process is to ensure that CJ Precision Machine is capable of producing the part to your specifications. The quantities for these types of orders are at the customer’s discretion. A First Article Inspection Report (FAIR) will be provided with the measured part (s) for your approval. Once we receive your approval, manufacturing orders may start. Should you elect to have production quantities manufactured before the First Article Order is approved, then you waive your right to file a claim for the parts should the parts not meet your expectations.
[7.0] Cancellations, Change Orders or Add-Ons – An order may be canceled or modified only by written agreement between the customer and CJ Precision, except as otherwise provided in “Government Contracts” hereof. Since all orders are individually entered for processing immediately upon receipt of your written authorization and receipt of materials to be processes, we reserve the right to charge back to you any costs incurred from cancellation of the order, or for our processing of any item on the order prior to receipt of cancellation notice. You are allowed one (1) delivery date change not to exceed sixty (60) days. Upon receipt of the second request or if the first request delivery date change exceeds sixty (60) days, then 50% of the order value is due and payable as defined in the “Terms of Payment” paragraph. We also reserve the right to consider all change orders and add-ons as separate and new orders subject to all terms and conditions of sale.
[8.0] Deliveries – We will estimate the date of shipment as closely as possible and will make every effort to ship as promised but cannot and do not guarantee shipping dates. We assume no liability for loss or damage due to delay or the inability to ship caused by any reason, in whole or in part, beyond our reasonable control including but not limited to unavailability of material, labor difficulties, acts of God, war, accident, transportation difficulties, delays of subcontractors or suppliers, or other causes beyond our control.
[9.0] Suspension of Performance – If in judgment reasonable doubt exists as to your financial responsibility, or if you are past due in payment of any amount owing to us, we reserve the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any goods in transit, until we receive payment of all amounts owing to us, whether or not due, or adequate assurance of such payment.
[10.0] Claims – All goods sent out will be carefully examined, counted and packed by us. The cost of any special packing or special handling caused by your requirements or requests shall be added to the amount of the order. If any goods received by you are nonconforming, damaged, visibly defective, or if the quantities received by you do not agree with the quantities indicated on the shipping documents, and if you intend to assert any claim against us on this account, you shall within ten (10) business days after such receipt, furnish us with detailed written information of such damage, nonconformance, defect or shortage. Your failure to so inform us or your use of the material shall be your acknowledgement that we have satisfactorily performed. Claims for goods damaged or lost in transit should be made on the carrier, as our responsibility ceases on delivery to the carrier. Unless otherwise expressly stated, shipment may be by carrier or other means selected by us.
[11.0] Tools and Fixtures – Unless otherwise expressly provided, any tools, or fixtures which may be developed for use in the production of the goods covered shall be owned by us, even though you are charged in whole or in part for the cost of such tools and fixtures.
[12.0] Patent Infringement – If any goods and/or services are to be furnished to your specifications, you agree to indemnify us and our successors and assigns, against all liabilities and expenses resulting from any claim of infringement of any patent in connection with the production of such goods.
[13.0] Indemnification – You agree to indemnify, defend and hold harmless CJ Precision Machine, its officers, directors, employees, agents and third parties, for any loss, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use CJ Precision Machine goods and/or services, advertising made by you, your violation of any terms of this Agreement or you violation of any applicable laws, rules or regulations. CJ Precision Machine reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which you will fully cooperate with CJ Precision Machine, in asserting any available defenses.
[14.0] Government Contracts – Where you have indicated that your order is placed under a prime contract with the United States Government or a subcontract thereunder and have designated any one or more of the clauses contained in the Armed Services Procurement Regulations as presently in effect, such clauses so designated are incorporated herein to the extent they are required by Federal statute or regulation or by the terms of your prime contract or subcontract.
[15.0] Compliance with Laws – Any clause required to be included in a contract by any applicable law, or by any administrative regulation having the effect of law, is hereby incorporated herein.
[16.0] International Customers – The goods and/or services is controlled, operated and administered by CJ Precision Machine, from our offices within the USA. If you obtain our goods and/or services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the CJ Precision Machine goods and/or services in any country or in any manner prohibited by applicable laws, restrictions or regulations.
[17.0] Set-Off – You authorize us to apply toward payment of any moneys that become due us hereunder any sums which may not or hereafter be owed to you by us.
[18.0] Warranties – We warrant only that the goods and/or services we furnish will conform to their description as herein stated, subject to tolerances and variations described in the paragraph titled “Conditions of Materials, Tolerances and Variations.” We make no other warranty, expressed or implied, and specifically disclaim and exclude any and all warranties of merchantability and fitness for a particular purpose.
[19.0] Limitation of Liability – Your exclusive remedy and our only liability arising out of this contract shall be replacement or repair of the goods or return of the purchase price paid by you, whichever such remedy we shall select. If we elect to repay the purchase price, you must return the goods to us immediately. Except for nonpayment by you, any action arising out of this contract must be commenced within one year from date of delivery in arbitration with the American Arbitration Association.
[20.0] Arbitration – In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administer by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgement may be entered upon in in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regard to these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of the Terms and Conditions.
[21.0] Entire Agreement – The terms set forth herein constitute the sole terms and conditions upon which we offer our goods and/or services for sale. No other terms, conditions, waiver, alteration, modification, or understanding, whether made in writing and signed by our authorized representative. We hereby specifically object to any different or additional terms that may be contained in your purchase order.