All sales are subject to these Terms and Conditions unless otherwise expressly agreed to in writing by Slideways, Inc. (“Seller”).
1. GENERAL
Slideways, Inc. (“Seller”) hereby offers for sale to the buyer (“Buyer”) the products (“Products”) and/or services (“Services”) subject exclusively to these Terms and Conditions.
Any terms contained in Buyer’s purchase orders, acknowledgments, or other documents that are inconsistent with, additional to, or different from these Terms are expressly rejected unless expressly agreed to in a writing signed by an authorized officer of Seller.
Buyer’s issuance of a purchase order, acceptance of Products or Services, payment, or Seller’s commencement of performance constitutes Buyer’s acceptance of these Terms.
No employee, sales representative, or agent of Seller is authorized to modify, waive, or amend these Terms except in a writing signed by an authorized officer of Seller.
For purposes of these Terms, “Business Day” means any day other than a Saturday, Sunday, or legal holiday observed in Massachusetts.
These Terms, together with Seller’s quotation and order acknowledgment, constitute the complete and exclusive agreement between the Parties with respect to the subject matter hereof, except as otherwise expressly agreed by Seller in writing.
2. PRICE
All prices are valid for fifteen (15) days unless otherwise stated in writing.
Seller quotations are based on the specifications, drawings, quantities, materials, tolerances, delivery schedules, and other assumptions provided or approved by Buyer at the time of quotation.
Seller reserves the right to adjust pricing and lead times due to changes in specifications, quantities, tolerances, delivery requirements, freight charges, tariffs, raw material costs, supplier increases, engineering changes, or other conditions beyond Seller’s reasonable control.
Any engineering change, revision, scope change, or other modification requested by Buyer may result in additional charges and revised delivery schedules. Work performed and costs incurred prior to Seller’s receipt and acceptance of such change shall be separately chargeable to Buyer.
Expedited production or shipment requests may be subject to additional charges.
3. TAXES AND OTHER CHARGES
Prices exclude all applicable taxes, duties, tariffs, freight surcharges, and governmental charges. Buyer shall be responsible for all such charges unless a valid exemption certificate is provided.
4. TOLERANCES, FINISH, AND COMMERCIAL VARIATION
Unless otherwise expressly agreed by Seller in writing, Products shall be manufactured in accordance with Seller’s quotation, approved drawings, and applicable industry-standard tolerances.
Minor variations in dimensions, finish, appearance, burrs, tool marks, color, packaging, or other non-functional characteristics that do not materially affect form, fit, or function shall not constitute a defect or nonconformance.
Buyer is responsible for identifying any critical characteristics, special tolerances, cosmetic requirements, or inspection standards in writing before Seller accepts the order.
5. CUSTOMER-FURNISHED MATERIAL
If Buyer furnishes material, castings, forgings, blanks, components, tooling, or other property for use in production, Seller shall not be responsible for hidden defects, dimensional variation, contamination, metallurgical conditions, quantity shortages, or other conditions in such items that affect manufacturability, yield, quality, or delivery.
Seller may rely on Buyer’s identification and specifications for customer-furnished items.
Scrap, yield loss, machine time, setup time, testing, delay, and other costs resulting from customer-furnished items shall be chargeable to Buyer.
Seller shall not be liable for damage to customer-furnished items except to the extent caused by Seller’s gross negligence or willful misconduct.
6. OVERRUNS AND UNDERRUNS
For custom, prototype, or production runs, Seller may deliver and invoice for an overrun or underrun of up to ten percent (10%) of the ordered quantity resulting from manufacturing processes, minimum lot practices, setup requirements, yield considerations, or inspection sampling, unless otherwise expressly agreed by Seller in writing.
Buyer shall accept and pay for such adjusted quantities.
7. PRODUCT ACCEPTANCE, INSPECTION, AND FREIGHT CLAIMS
Buyer shall inspect all Products immediately upon receipt. Claims for visible freight damage, shortages, packaging damage, or other nonconformance discoverable through reasonable inspection must be reported to Seller in writing within five (5) Business Days after delivery. Concealed freight damage not reasonably discoverable at delivery must be reported to Seller in writing within five (5) Business Days after discovery and in no event later than fifteen (15) calendar days after delivery.
Buyer shall preserve all packaging, keep the shipment available for carrier inspection, and provide photographs and other supporting documentation upon request. Failure to provide timely written notice, preserve packaging, make the shipment available for inspection, or provide a reasonable inspection opportunity may result in denial of any claim, credit, replacement, adjustment, or freight recovery.
For detailed return, RMA, freight damage, shortage, and claim submission procedures, see the Customer Return / Freight Claim Procedure.
Any assistance provided by Seller with a carrier claim is provided as a courtesy only and shall not constitute an admission of liability.
8. PAYMENT TERMS
Unless otherwise approved by Seller in writing, all orders require prepayment prior to production and/or shipment.
Net 30 terms are subject to Seller’s credit approval. Seller may establish, reduce, modify, suspend, or revoke credit limits or payment terms at any time.
Credit card transactions are limited to $5,000.00 per transaction unless otherwise approved by Seller in writing.
Seller reserves the right to require deposits, progress payments, or full prepayment for custom, expedited, or non-standard orders.
Unless otherwise agreed by Seller in writing, deposits for custom, modified, special-order, or non-standard Products are non-refundable once Seller has commenced work or committed materials.
Any invoice dispute must be submitted by Buyer in writing within ten (10) calendar days after the invoice date.
Buyer shall timely pay all undisputed amounts in accordance with the applicable payment terms.
Buyer shall not withhold payment, offset, deduct, or charge back any amounts without Seller’s prior written approval.
Past due balances shall accrue interest at the rate of 2.5% per month or the maximum lawful rate permitted, whichever is less.
Buyer shall reimburse Seller for all collection costs, including reasonable attorneys’ fees and court costs.
Seller reserves the right to suspend production, shipments, performance, or future credit extensions on this or any other order for delinquent accounts or if Seller reasonably determines that Buyer’s financial condition or payment performance may impair payment when due.
9. CREDIT CARD PAYMENTS AND SECURE PAYMENT PROCESSING
Seller may provide a secure payment portal for processing credit card transactions.
Buyer agrees to submit all credit card payments only through Seller-approved secure payment channels.
Seller does not store full credit card numbers or CVV codes and is not responsible for payment information transmitted outside approved systems.
Buyer is responsible for the security and proper use of its own payment credentials and for compliance with payment card requirements applicable to Buyer’s systems and methods of transmission.
Seller reserves the right to reject, reverse, or suspend transactions that do not comply with payment processing or security requirements.
10. DELIVERY, RISK OF LOSS, STORAGE, CANCELLATION, AND APPROVAL DELAYS
Unless otherwise agreed in writing, all shipments are EXW Seller’s facility, INCOTERMS 2020.
Title to Products transfers to Buyer upon Seller’s receipt of full payment for the applicable Products, and risk of loss transfers to Buyer upon delivery to the carrier.
Shipping dates are estimates only and are not guaranteed.
Seller shall not be liable for any damages, penalties, backcharges, or other losses arising from delayed delivery.
Seller may make partial shipments and invoice separately.
If Buyer requests, or Seller’s quotation, order acknowledgment, or applicable specifications require, Buyer review, first article approval, sample approval, drawing approval, material approval, or other approval, Seller’s lead times and delivery dates shall be extended by the time reasonably necessary to obtain such approval and to schedule or restart production.
If shipment, delivery, pickup, or any required approval is delayed due to Buyer action or inaction, Seller may store the Products at Buyer’s risk and expense and assess reasonable storage, handling, demurrage, re-delivery, rescheduling, and restart charges.
Orders in process may not be canceled, rescheduled, or modified without Seller’s written approval and reimbursement of Seller for all costs, commitments, and losses resulting from such cancellation, rescheduling, modification, delay, or restart.
No Products may be returned without Seller’s written authorization and issuance of a Return Material Authorization (“RMA”) number.
Custom, modified, special-order, prototype, and non-standard Products are non-cancelable and non-returnable unless otherwise agreed in writing.
Packaging methods shall be determined by Seller unless otherwise agreed in writing.
11. WARRANTY AND RETURN MATERIAL AUTHORIZATION (RMA)
Seller warrants that Products manufactured by Seller will conform in all material respects to Seller’s applicable specifications and will be free from defects in material and workmanship for one (1) year from delivery.
Buyer must promptly notify Seller in writing of any alleged defect, provide supporting documentation, and, upon request, make the Product available for inspection. Products may not be returned without Seller’s prior written authorization and issuance of a Return Material Authorization (“RMA”) number.
For detailed return request and RMA procedures, see the Customer Return / Freight Claim Procedure.
Buyer shall prepay return freight unless otherwise agreed in writing.
Seller’s sole and exclusive obligation, and Buyer’s sole and exclusive remedy, for any breach of warranty or other claim relating to the Products is, at Seller’s option, repair, replacement, or refund of the purchase price paid for the affected Product.
Buyer shall not perform or authorize any field repair, rework, modification, or corrective action at Seller’s expense without Seller’s prior written approval.
This warranty does not apply to freight damage after transfer of risk; improper handling, storage, installation, maintenance, or use; Buyer-supplied designs, drawings, or specifications; customer-furnished material, castings, forgings, blanks, components, or tooling; misuse, negligence, or accident; unauthorized modification or repair; normal wear and tear; or Products used in a manner inconsistent with Seller instructions or the intended application.
Minor cosmetic conditions or other non-functional variations that do not materially affect form, fit, or function shall not constitute a defect or nonconformance unless expressly agreed otherwise in writing.
Warranty claims do not include labor, removal, installation, testing, field service, expedited freight, downtime, or other incidental or consequential costs.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Seller’s total aggregate liability arising out of or relating to any quotation, order, Product, Service, or these Terms, whether in contract, tort, strict liability, statute, or otherwise, shall not exceed the purchase price paid for the specific Product or Service giving rise to the claim.
Seller shall not be liable for any loss of profits, loss of revenue, loss of use, production downtime, labor charges, line shutdowns, recall costs, field service costs, cover costs, expedited freight, business interruption, or any indirect, special, incidental, exemplary, or consequential damages, regardless of the theory of liability and even if advised of the possibility of such damages.
13. INDEMNIFICATION
Buyer shall defend, indemnify, and hold harmless Seller and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Buyer’s negligence, misuse, breach of agreement, Buyer specifications, customer-furnished material, or handling, storage, integration, marketing, sale, or use of the Products by Buyer or any third party.
14. FORCE MAJEURE
Seller shall not be liable for any delay or failure in performance caused by events beyond Seller’s reasonable control, including material shortages, freight disruptions, supplier failures, labor disputes, utility interruptions, equipment breakdown, government actions, pandemics, natural disasters, or other force majeure events.
In any such event, Seller’s time for performance shall be extended for a reasonable period, and Seller may allocate available inventory, capacity, materials, and production in its reasonable discretion.
15. BUYER SPECIFICATIONS AND COMPLIANCE
Buyer is solely responsible for the accuracy, completeness, and suitability of any specifications, drawings, designs, materials, data, or instructions supplied by or on behalf of Buyer.
Seller is not responsible for validating Buyer specifications or for the suitability of the Products for Buyer’s intended application unless Seller expressly agrees in writing to do so.
Buyer shall be responsible for compliance with all laws, regulations, and industry requirements applicable to Buyer’s intended use, integration, marketing, sale, or distribution of the Products.
16. TOOLING, PROGRAMS, ENGINEERING DATA, AND SHOP METHODS
Unless otherwise agreed in writing, all tooling, fixtures, setups, workholding concepts, CNC programs, programming logic, CAD/CAM files, process sheets, inspection methods, engineering methods, manufacturing processes, shop practices, and manufacturing know-how developed or used by Seller remain the sole property of Seller, even if Buyer pays for or contributes to a portion of development, quoting, or setup costs, unless Seller expressly agrees otherwise in writing.
17. REMEDIES
Seller’s rights and remedies are cumulative and in addition to any rights and remedies available at law or in equity.
In the event of Buyer default, Seller may, without liability and without waiving any other rights, withhold shipments, suspend performance, reclaim or recover Products as permitted by law, set off amounts owed by Seller to Buyer against amounts owed by Buyer to Seller, and recover its damages, costs, and expenses.
No failure or delay by Seller in enforcing any provision shall constitute a waiver.
18. ASSIGNMENT
Buyer may not assign its rights or obligations without Seller’s prior written consent.
19. CONFIDENTIALITY
Any non-public commercial, technical, pricing, engineering, or manufacturing information disclosed by Seller, including quotations, drawings, programs, methods, and related materials, shall be deemed confidential and proprietary to Seller and shall not be disclosed or used by Buyer except as necessary for the purchase and permitted use of the Products, unless otherwise approved by Seller in writing.
20. EXPORT COMPLIANCE
Buyer shall comply with all applicable export control, sanctions, customs, and import laws and regulations of the United States and any other applicable jurisdiction in connection with the purchase, transfer, resale, export, re-export, or use of the Products and any related technical information.
Buyer shall not export, re-export, transfer, or disclose any Products or related technical information in violation of applicable law.
Upon request, Buyer shall provide information reasonably necessary for Seller to comply with applicable trade compliance obligations.
21. GOVERNING LAW AND JURISDICTION
These Terms and any dispute arising out of or relating to any quotation, order, Product, Service, or these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.
Buyer consents to the exclusive jurisdiction and venue of the state and federal courts located in Massachusetts, and waives any objection based on inconvenient forum.
22. SEVERABILITY; WAIVER; SURVIVAL
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No waiver of any provision shall be effective unless in writing and signed by Seller.
Provisions which by their nature should survive, including payment obligations, warranty limitations, limitation of liability, indemnification, confidentiality, governing law, and dispute-related provisions, shall survive performance, delivery, cancellation, and termination.
23. ENTIRE AGREEMENT
These Terms, together with Seller’s quotation, order acknowledgment, and any other writing expressly incorporated by Seller, constitute the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussions, proposals, negotiations, representations, and agreements.