Sales Terms & Conditions
In this agreement, the “Seller” refers to Ai Manufacturing, a Michigan LLC. 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. Ai Manufacturing 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, constitute a legally binding agreement (the “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 Buyer is deemed to have accepted this Agreement upon acceptance of a Quote or issuance of a purchase order or other written expression of intent to proceed with the Agreement by the Buyer. This 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. The terms and conditions herein shall exclusively govern the purchase and sale of goods and services between the Buyer and the Seller, and all other terms and conditions are explicitly excluded, including, but not limited to, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website, or other document accepted by the Seller shall pertain to the description, price, quantity, and shipping destination for produced goods, with all other terms and conditions being excluded and considered inapplicable. 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 within 24 hours of order placed in whole or in part at any time by written notice to info@aimfgmi.com, effective upon receipt by the Seller. Upon termination, the Seller reserves the right to invoice the Buyer for 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. If the Buyer orders through the Seller’s supplier network, the Seller may utilize its global network of subcontractors vetted by the Seller to fulfill the Buyer’s order.
Delivery; Quantity; Title. Any indicated delivery time represents the Seller’s intended or typical delivery schedule, although actual delivery times may differ. The Seller reserves the prerogative to limit quantities at any time, and partial shipments may be dispatched to the Buyer. Title transfers to the Buyer when the goods are made available at the Seller’s location, whether to a carrier or the Buyer. 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) risk of loss for the goods shall pass to the Buyer; (b) the goods shall be deemed to have been delivered; and (c) 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, duties, 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. 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.
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 fifteen (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 fifteen (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 this Agreement to the Seller.
Warranties. The Seller assumes no responsibility for the design of the goods subject to this transaction. Any design modifications or design services provided by the Seller personnel are solely aimed at meeting the Seller’s manufacturing requirements. The Buyer holds sole legal responsibility for the design specifications and performance of the goods. The Buyer is solely accountable for ensuring that purchased goods and services meet applicable regulatory requirements. The Buyer warrants to the Seller that no information provided or to be provided constitutes classified information by any government. THE SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Without limiting the foregoing, the Seller assumes no responsibility or liability for the selection of any materials for the goods covered by this transaction. 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 on the restriction of certain hazardous substances in electrical and electronic equipment (RoHS Directive), along with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by the Seller’s personnel or specifications provided by the Seller regarding materials should be verified by the Buyer with the manufacturer of that material.
Indemnification. 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 this Agreement, or any third-party claim for infringement of patent rights, trademark, copyrights, or misuse of trade secret information.
Force Majeure. The Seller shall not be liable for any failure to perform under this 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.
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 this 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 this 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 this Agreement.
Confidentiality. The Seller agrees not to use any confidential information disclosed by the Buyer for any purpose other than fulfilling its obligations under this 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. 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; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
Export Compliance. The Buyer and the Seller shall comply with all applicable export restrictions and regulations of any U.S. agency or authority, including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State, and embargo controls administered by the U.S. Department of the Treasury’