The following Terms and Conditions, together with the Quotation set forth above, constitute the entire contract between Acme Alliance, LLC ("Acme") and Buyer respecting the sale of Material on other than an Acme-Managed Inventory basis. No additional, different, or conflicting terms shall be incorporated; in any conflict the Quotation and/or Terms and Conditions shall prevail.
The Quotation shall be valid for sixty (60) days from the date of the Quotation.
At the time of Quotation, Acme shall provide Buyer with a Production Lead Time (effective for regular production after tooling and first-article approvals are complete) in days by part number. Acme may modify such Production Lead Time at any time thereafter, but shall do so upon thirty (30) days' notice to Buyer.
Subject to any event of force majeure — including acts of God, civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, labor shortages or disputes, and actions by governmental bodies — Acme covenants to deliver Material pursuant to Buyer purchase orders on the agreed delivery date.
Acme fulfills its delivery obligations when Material has been handed over to a carrier named by Buyer. Risk of loss passes to Buyer on the date Material is tendered to the carrier. Acme shall provide proof of delivery upon request and shall provide reasonable assistance in any proceedings against a carrier or insurer for mis-delivery or in-transit loss or damage.
Acme shall ship Material complete unless instructed otherwise. Buyer agrees to accept and pay for any shipment containing between 90% and 110% of the units ordered under the subject purchase order.
The price of Material shall be as set forth in the Quotation, subject to the following adjustments:
All duties, taxes (federal, state, local, or of any nation), and charges of any kind incurred after Material is tendered to a carrier (FOB shipping point) are payable by Buyer — including transportation, insurance, customs, fees, and official charges. Acme will honor valid tax exemption certificates provided by Buyer.
Terms are cash-in-advance until Acme determines the Buyer is eligible for open terms, at which point terms become net 30 days from shipment date. Delinquent invoices accrue interest at 1.5% per month on the entire unpaid balance.
Acme warrants that each unit of Material shall be free from defects in material and workmanship for ninety (90) days from the date of shipment. All warranties survive inspection, acceptance, and payment.
Any defect claim must be reported and the defective unit returned to Acme — with a written Return Authorization number issued by Acme — within ninety (90) days of shipment. Acme's sole obligation is, at its complete discretion, to issue a credit equal to the unit price or to provide a replacement unit subject to the same warranty. This constitutes Buyer's sole remedy.
Acme bears no obligation for defects caused by damage in transit, accident, negligence, abuse, misuse, alteration or modification, unsuitable operation or application, installation of attachments or accessories, or connection to products of the Buyer or any person.
The warranties set forth herein are granted only to Buyer and are not applicable or transferable to any reseller, customer of Buyer, end user, or any other person.
Buyer agrees to indemnify Acme and its affiliates, successors, assigns, agents, and customers against all loss, damage, or liability — including attorneys' fees and legal costs — arising from any claim of infringement of any third party's patent, copyright, trademark, or other intellectual property rights related to the manufacture, use, sale, or other disposition of Material supplied hereunder.
Each component is assigned an SPQ at quotation. The default SPQ is 3,000 pieces. Orders below the SPQ are subject to a set-up charge, which may be divided into the unit price at Buyer's request. A non-cancellable single order at or above the SPQ may be received over a 90-day window with scheduled releases to avoid the set-up charge.
Samples for new product development are included in tooling prices and quoted engineering fees. Samples are accompanied by a dimensional layout report. CPK reports are extra and quoted upon request. Cosmetic specifications must be provided in writing before Acme agrees to them.
Buyer may place orders as either:
Discrete Purchase Orders are firm and non-cancellable once the Production Lead Time has commenced. Requests to delay shipment (within the Production Lead Time) are permitted once only, with a new date no more than 30 days beyond the original. Changes must be provided in writing and confirmed by Acme.
Blanket Purchase Orders (and Releases) may be decreased or cancelled with written notice before the Production Lead Time commences, subject to Acme's written confirmation.
Where Material is subject to a minimum inventory commitment by Acme, inventory calculation and Buyer liability are governed by a separate Acme-Managed Inventory agreement, which takes precedence for such Material.
Materials, inserts, or component parts supplied by Buyer must be furnished in a quantity reasonably in excess of that required and delivered FOB Acme's plant. Acme has no liability for damage to Tools, Material, or other goods, nor for consequential damages, caused by defective items supplied by Buyer.
Prototype Material is placed on Discrete Orders and cannot be cancelled. No quantity reductions or delayed shipments are permitted.
Acme determines the locations at which Material will be produced, assembled, and warehoused.
Molds, dies, and other tooling and equipment ("Tools") may be provided to Acme or ordered from Acme. Changes to specifications already accepted by Acme are at Buyer's expense. Risk of loss and liability for Buyer-owned Tools remain with Buyer even when located on Acme's premises.
Production Tools are available on an expedited basis under most circumstances, subject to an additional charge.
Replacement of Tools due to normal wear and tear, and repairs due to excessive wear or poor condition, are the responsibility of Buyer.
Any costs to repair or make ready Buyer Tools transferred from another production facility are the responsibility of Buyer. Acme reserves the right to re-quote production for Material on inherited Tools upon physical examination, whether before or after submission of a quotation.
Except as provided under "Tool Warranty on Shots," Acme and its affiliates make no express or implied warranties regarding Tools, including warranties of merchantability or fitness for a particular purpose. Acme shall not be liable for any incidental, consequential, special, exemplary, or punitive damages arising from Tools or this agreement.
Each non-inherited Buyer Tool may carry a warranty for the number of shots to be obtained on the die during production. Such warranty is offered as a separate, mutually agreed-upon agreement between Buyer and Acme.
Acme offers programs that allow Buyers to include production tooling costs in Material unit prices over a fixed period or production quantity, including options to purchase the first Tool and incorporate future replacement Tools into unit prices. These programs are offered as separate agreements mutually agreed upon by Buyer and Acme.