TERMS AND CONDITIONS OF SALE - DESIGN, PROTOTYPES
shall have ten (10) days from the date of this Proposal to accept the
Proposal by executing same and faxing an executed copy to C2R GLOBAL
MFG, or this Proposal shall be deemed null and void.
agrees to pay all invoices within fifteen (15) days from the date of
the invoice. If payment is not made by Client within said
fifteen (15) days, then Client agrees to pay to C2R GLOBAL MFG interest
on the unpaid balance at a rate of 1 ½% interest per month until the
unpaid balance has been paid in full. In addition, Client
shall pay all legal fees and costs incurred by C2R GLOBAL MFG in the
collection of any unpaid balance.
shall be obligated to provide C2R GLOBAL MFG with all relevant
information pertaining to the needs and requirements of the project
(“Project”) prior to C2R GLOBAL MFG submitting its Proposal.
delivery dates shall be extended, at the discretion of C2R GLOBAL MFG,
if Client requests a Change Order subsequent to the date of the
overtime and/or direct costs incurred to improve a delivery date, at
the request of the Client, shall be added to the cost identified in
- Due to the nature of the work, delivery dates are
estimates not guarantees and Client agrees to reasonable delays in
delivery. C2R GLOBAL MFG is not liable for delays caused by
changes or any events beyond their control.
- The scope of C2R GLOBAL MFG’s basic services, which
are included in the Proposal, consist of the conceptualization phase,
product design phase, and preliminary drawing phase.
Additional services, which are not included in the Proposal, consist of
the detail wrap-up phase and production phase. If Client
requests C2R GLOBAL MFG to perform the detail wrap-up phase and
production phase, then Client agrees to pay C2R GLOBAL MFG for said
additional services on a time and material basis.
dimensioned control drawings for all unique parts are included with the
initial quote. Full 2-D detailed drawings can be generated at
an additional cost on an hourly rate basis.
outsource or material purchase requested of C2R GLOBAL MFG by Client
shall be subject to the terms of an amendment to this Proposal prior to
C2R GLOBAL MFG assuming any liability or responsibility for same.
material costs, such as tooling and piece part costs for prototypes
and/or production are for budgetary purposes only. All
material needs to be quoted, when the design is near completion, for
more accurate costing. A complete multiple vendor quotation
matrix can be generated at an additional cost on an hourly rate basis.
request, Client shall furnish evidence to C2R GLOBAL MFG that Client
has the financial capability to pay all costs for the Project.
the Project is temporarily suspended by the Client, Client agrees to
pay C2R GLOBAL MFG for i) services performed prior to the
notice of such suspension; ii) cost of any materials or outsourcing
charges. When the Project is resumed, C2R GLOBAL MFG’s
compensation shall be adjusted to provide for expenses incurred in the
interruption resumption of C2R GLOBAL MFG’s services. If the
Project is permanently cancelled, then Client shall also pay to C2R
GLOBAL MFG its profit loss for the Project.
of Client to make payments to C2R GLOBAL MFG in accordance with this
Proposal shall be considered substantial non-performance, and C2R
GLOBAL MFG shall have the right to suspend its services by giving
written notice to Client, at which time C2R GLOBAL MFG shall have no
further obligation to resume its services and will retain unconditional
rights to all project work until paid in full. In the event of
suspension of services, C2R GLOBAL MFG shall have no liability to
Client for delay or damage caused Client because of the suspension of
of transportation in connection with the Project shall be paid by
Client. In addition, if Client should request travel outside
of C2R GLOBAL MFG’s Project scope, the accumulated work time for said
travel shall be billed at C2R GLOBAL MFG’s standard design and
engineering rate which Client agrees to pay.
Project shall be deemed to be completed when i) Client approves the
preliminary design; or, ii) Client approves the photo-type product
manufactured from said design, whichever is the first to occur.
Phase of Project concludes upon delivery of initial samples.
Requested improvements of changes to the preliminary design will be
billed on a time and materials basis.
GLOBAL MFG is not responsible for quality standards, mechanical
specifications or tests that are not identified and defined at the
beginning of a Project.
shall pay all costs for any design or tooling changes, which are
identified in the validation stage.
is responsible for any costs associated with patent filings, rights
and/or infringements research.
special arrangements, which deviate from the stated terms and
conditions, must be fully documented in an amended Proposal.
- Any terms or conditions of any purchase order or
other instrument issued by the Client, in connection with the Project
which are in addition to or inconsistent with the terms and conditions
expressed in this Proposal, will not be binding upon C2R GLOBAL MFG in
any manner whatsoever, unless accepted specifically by C2R GLOBAL MFG
in writing. This Proposal is a binding contract upon Client’s
execution of same and Client shall be bound to all terms and conditions
set forth herein.
is understood that Client has the sole responsibility and
liability of determining suitability of any material or a
product manufactured from the design created by C2R GLOBAL MFG and C2R
GLOBAL MFG assumes no responsibility to determine the fitness,
suitability or utility of any of the materials or products sold or
manufactured from C2R GLOBAL MFG designs. Client at all times
exercises sole and complete control over the design created by C2R
GLOBAL MFG for the Project.
an effort to minimize product development risks, C2R GLOBAL MFG highly
recommends the construction of a functional prototype. The
purpose of a functional prototype is to identify areas of design
refinement and improvement prior to production.
- In the event that any
action is filed in relation to this Agreement, the unsuccessful party
in this action shall pay to the successful party, in addition to all
the sums that either party may be called on to pay, a reasonable sum
for the successful party's attorneys' fees.
of an executed copy of this proposal via facsimile transmission shall
be treated as an original.
- Client does hereby warrant and
represent that any person approving the estimate via email, PO
signature, or issuing a PO according to this proposal on behalf of
Client has the authority to bind Client to these terms and conditions.
Furthermore, issuance of initial payment will be considered approval to
proceed with program.
SUBJECT TO CHANGE. The
terms are specific to orders placed before the noted revision date. The
terms are subject to change without notice. Please print these terms
and retain with each Purchase Order.