Terms & Conditions

1. General Provisions

a. These payment terms and conditions (the “Terms”) govern the payment obligations and conditions between Specialty Machine (“Seller”) and its customers (“Buyer”). By placing an order or receiving goods or services from Seller, Buyer agrees to be bound by these Terms.

2. Acceptance

a. The terms and conditions hereof become the exclusive and binding agreement between Seller and Buyer covering the sale of goods or services ordered herein when this order is accepted by Buyer’s confirmation. Any additional or conflicting terms proposed by Buyer will not become part of this agreement unless expressly accepted in writing and signed by the Seller. The absence of a written objection by the Buyer does not constitute acceptance of Seller’s terms. Submission of a purchase order by the Buyer constitutes acceptance of Seller’s terms.

3. Delivery

a. Time of Delivery: Seller shall make all reasonable efforts to deliver goods or services as scheduled. However, Seller is not liable for delays beyond its control, including but not limited to delays caused by the Buyer, third parties, or unforeseen events such as supply chain disruptions.

b. Over Shipments: Over shipments may be accepted at Buyer’s discretion and will be billed at the contracted rate. Alternatively, Buyer may return over shipments at Seller’s expense.

c. Late Delivery Penalty: In the event of Buyer-caused delays, Seller reserves the right to charge for additional storage or handling fees incurred as a result of delayed shipment.

d. Force Majeure: Seller shall not be liable for failure to perform its obligations under this agreement if such failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, strikes, pandemics, or government actions. Seller will notify Buyer in writing as soon as possible of any delay or failure in performance under this section.

4. Payment Terms

a. Net 30 Days: Payment in full is due 30 days from the date of the invoice, unless otherwise agreed upon in writing.

b. Late Payments: Payments not received by the due date will incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower, on the outstanding balance.

5. Invoicing

a. Issuance of Invoices: Invoices will be issued upon shipment of goods or completion of services unless otherwise specified. Invoices may be sent electronically via email, fax, or any agreed-upon method.

b. Disputes: Any disputes regarding an invoice must be submitted in writing within five (5) days of receipt. Disputed amounts do not affect the payment due date for the undisputed portion of the invoice.

6. Payment Methods

a. ACH/Electronic Funds Transfer (EFT): Preferred payment method for fast processing.

b. Check: Checks should be mailed to our designated business address as stated on the invoice.

c. Credit Card: Credit card payments are accepted with a processing fee of 3% applied to the total invoice amount.

d. Wire Transfer: For international customers or large orders, wire transfers are acceptable. The Buyer is responsible for all wire transfer fees.

7. Prepayment Requirements

a. Deposits: A deposit of 30%–50% of the total order value may be required for new customers or custom orders.

b. Payment Before Shipment: Seller may require full payment before shipment in the event of large volume orders or custom specifications.

8. Credit Terms

a. Credit Approval: Credit terms are subject to approval and review by Seller. Seller may require Buyer to submit a credit application and reserves the right to extend, modify, or withdraw credit at its sole discretion.
b. Credit Limit: A credit limit may be established based on Buyer’s creditworthiness. Seller reserves the right to modify or cancel credit terms if Buyer’s financial condition changes.

9. Setoff and Withholding

a. Buyer is not entitled to set off any amounts owed or withhold payments due under this agreement for any reason, unless expressly authorized in writing by Seller.

10. Collections

a. Collection Costs: If the Buyer’s account is sent to collections due to non-payment, Buyer agrees to pay all collection costs, including but not limited to attorneys’ fees, court costs, and collection agency fees.

11. Quality

a. Inspection and Testing: All goods sold by Seller are subject to the Buyer’s inspection at the time of delivery. Any non-conformance must be communicated in writing to Seller within fifteen (15) days of receipt. Goods shall be considered accepted unless a rejection notice is issued within this timeframe. Any non-conformance claims will be addressed by the Seller through repair, replacement, or adjustment of the price, at the Seller’s discretion, based on the severity and nature of the issue.

b. Facilities for Testing: If inspection or testing is requested by Buyer on Seller’s premises, Buyer must provide adequate notice, and Seller will make reasonable accommodations for the inspection. Buyer assumes any risks associated with such on-site inspections.

c. Warranty: Seller warrants that all goods delivered under this agreement shall be free from defects in material, workmanship, and shall conform to the specifications provided by the Buyer for a period of 18 months from the date of delivery. Warranty claims must be submitted in writing and are subject to review by Seller. Seller shall, at its discretion, either repair or replace defective goods or, where appropriate, provide a price adjustment or refund, taking into account the nature of the defect and the Buyer’s needs.

12. Data Protection and Confidentiality of Buyer’s Information

a. Protection of Buyer’s Data: All data, technical specifications, designs, and any other information provided by Buyer for the fulfillment of this agreement shall remain the property of Buyer. Seller agrees to treat all such information as confidential and will not disclose it to any third parties without Buyer’s written consent, except as necessary to engage third-party contractors or service providers for special testing, treatments, or other services required by Buyer. In such cases, Seller will ensure that any third-party contractors are bound by confidentiality obligations at least as protective as those outlined in this agreement.

b. Use of Buyer’s Information: Seller agrees to use the Buyer’s data solely for the purpose of fulfilling Buyer’s order and will implement appropriate measures to ensure the protection and confidentiality of this data during and after the term of the agreement.

c. Return or Destruction of Buyer’s Data: Upon completion of the agreement or upon Buyer’s request, Seller shall return or destroy all copies of Buyer’s confidential information, including technical specifications, drawings, and data, except for necessary records retained for legal or regulatory compliance.

13. Patents, Royalties, and Encumbrances

a. Freedom from Encumbrances: Seller guarantees that the goods sold are free from any liens, royalties, or other encumbrances. Buyer agrees to defend and indemnify Seller against any claims resulting from the use, resale, or redistribution of goods that infringe on third-party intellectual property rights, except where such infringement arises directly from Seller’s provided designs or specifications.

14. Patent License

a. License Rights: As part of this agreement and without further cost to Buyer, Seller grants to Buyer a limited, non-exclusive, paid-up right to use any inventions made by Seller in the performance of this agreement, with the right to sublicense such inventions to Buyer’s affiliates or customers, subject to the terms agreed upon by both parties. Seller retains all rights to the intellectual property developed during this order unless otherwise agreed upon in writing.

15. Tools and Documents

a. Seller’s Responsibility: Unless otherwise agreed in writing, all special dies, tools, patterns, equipment, and drawings used in the manufacture of goods for Buyer shall be furnished by and remain the property of Seller. Seller retains the unrestricted right to use, modify, and deploy any such tools or materials for any purpose, including but not limited to fulfilling orders for other customers, unless otherwise specifically restricted by a written agreement between Seller and Buyer.

16. Indemnity by Buyer

a. Indemnification: Each party agrees to defend, indemnify, and hold harmless the other party from and against any claims, suits, losses, or liabilities arising out of that party’s breach of any term or provision of this agreement, or any negligent or intentional acts, errors, or omissions.

17. Limitation of Liability

a. Liability Cap: Seller shall not be liable for any special, indirect, incidental, or consequential damages, except where such damages arise directly from Seller’s gross negligence or willful misconduct. Seller’s total liability arising from the sale of goods or services under this agreement shall not exceed the total purchase price of the goods sold.

18. Subcontracting

a. Approval for Subcontracting: Seller reserves the right to subcontract any part of the production, service, or fulfillment of Buyer’s order. Seller remains responsible for ensuring that any subcontracted work meets the agreed-upon quality standards.

b. Critical Components: Critical components or services will be identified by the Buyer in the technical specifications or design documents provided to the Seller. The Seller is responsible for reviewing these specifications and notifying the Buyer in writing if additional components should be classified as critical based on the Seller’s expertise in manufacturing or quality control.

19. Environmental and Ethical Compliance

a. Compliance with Laws: Buyer agrees that all goods or services sold to them comply with all applicable environmental, health, safety, and labor laws. Seller expects Buyer to adhere to these laws and regulations throughout the transaction.

b. Conflict Minerals: Specialty Machine is committed to operating in a socially responsible way and refrains from purchasing or utilizing any known conflict mineral sources, as defined by the Conflict Minerals Rule (Section 1502) of the Dodd-Frank Act. We expect our customers and vendors to adhere to this standard as well.

20. Confidentiality and Data Protection

a. Data Protection: Seller agrees to comply with all applicable laws regarding the protection of Buyer’s proprietary or technical data. Seller shall implement appropriate measures to ensure the confidentiality and integrity of such data and will notify Buyer immediately in case of any data breach or unauthorized disclosure. Seller is not liable for any damages, losses, or breaches of data arising from circumstances beyond its control, including, but not limited to, cyberattacks or actions by hostile third parties.

21. Dispute Resolution

a. Arbitration/Litigation: In the event of a dispute arising out of or relating to this agreement, the parties agree to first attempt to resolve the matter through good-faith negotiations. If a resolution cannot be reached, the parties may elect either arbitration or litigation, depending on the complexity and nature of the dispute. Any arbitration will be conducted in Austin, Texas, or another mutually agreed-upon location, provided that if no agreement is reached on an alternative location, arbitration will proceed in Austin, Texas.

22. Termination for Convenience

a. Termination Rights: Either party reserves the right to terminate this order for convenience by providing fifteen (15) days written notice to the other party. Upon such termination, Buyer shall promptly pay Seller for any completed goods or services, and Seller shall stop all work in progress unless otherwise agreed to in writing.

23. Applicable Law

a. This agreement shall be governed by, subject to, and construed in accordance with the laws of the State of Texas, excluding its conflict of law rules.