Terms & conditions of sale

These terms and conditions ("Terms") govern all quotations, orders and sales of goods and services by APM Al's Precision Machining LLC, doing business as APM Precision Machining ("APM", "we"), 1356 Hooksett Road, Hooksett, NH 03106, to the customer ("Customer", "you"). By issuing a purchase order, accepting a quotation, or accepting delivery, Customer agrees to these Terms. Any terms on Customer's purchase order or other documents that add to or conflict with these Terms are rejected unless APM accepts them in writing. Effective date.

1. Quotations

Quotations are valid for 30 days from the date issued unless the quotation says otherwise, and may be withdrawn or revised before acceptance. A quotation is based on the drawings, models, specifications, quantities, material, finish and delivery requirements supplied at the time of quoting; any change to those may change the price and the delivery date. Quoted prices exclude taxes, freight and outside-process charges unless the quotation itemizes them.

2. Orders and changes

An order is accepted when APM confirms it in writing or begins work on it. Changes requested after acceptance — to design, tolerance, material, finish, quantity or schedule — will be quoted and may carry charges for material already purchased and work already performed. Where Customer supplies a revised drawing, the revision level on APM's order confirmation is the one APM will build to until Customer confirms a change in writing.

3. Pricing and quantities

Pricing is per the quotation and the quantities on it. Production and blanket-order pricing is based on the total annual or program quantity stated; if Customer's actual releases fall materially short of that quantity, APM may re-price the remaining quantity or invoice the difference. For quantities of 50 or more, APM may ship and invoice up to 10% over or under the quantity ordered unless Customer specifies an exact count on the order.

4. Payment

Payment terms are net 30 days from the invoice date for approved accounts; new accounts may be asked to pay a deposit or pay on delivery until credit is established. Tooling, fixtures, programming and material on large or long-running programs may be invoiced up front. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), and APM may hold shipments and stocked inventory against past-due accounts. Customer is responsible for reasonable collection costs, including attorney's fees, on delinquent accounts.

5. Blanket orders, releases and stocked inventory

On a blanket order, APM may manufacture ahead of Customer's release schedule and hold finished, inspected parts in inventory for Customer. Customer agrees to take delivery of and pay for all quantities on the blanket order by its end date, including finished parts in APM's inventory, work in process, and material purchased specifically for the order. If a blanket order is cancelled, reduced or allowed to expire, Customer will pay for finished parts at the order price, work in process at the order price pro-rated to completion, and program-specific material and tooling at cost. Finished inventory held longer than 90 days beyond its scheduled release may be invoiced. Title to stocked parts passes on payment; risk of loss while in APM's care remains with APM.

6. Cancellation

Customer may cancel an order before completion on written notice and payment of a cancellation charge covering material purchased, outside-process commitments, tooling and fixtures made for the order, and labor performed to the date of cancellation, plus a reasonable allowance for work scheduled. Special material, parts partially processed and items made to Customer's design cannot be returned to stock and are charged in full.

7. Drawings, specifications and design responsibility

Customer is responsible for the accuracy and completeness of the drawings, models, specifications and samples it supplies, and for the suitability of the part for its intended use. APM manufactures to the documents supplied and does not assume design responsibility unless it agrees to in writing. Where APM suggests a change to improve manufacturability or reduce cost, the change is effective only after Customer approves it in writing. Where a drawing does not state a tolerance, APM will apply the drawing's general tolerance block, or if there is none, ±0.005″ on dimensions, ±0.5° on angles, 125 Ra finish unless otherwise agreed before the order is accepted.

8. Customer-supplied material, parts and tooling

Where Customer supplies material, castings, parts or tooling, Customer is responsible for their quality, conformance and suitability and must supply a reasonable overage for setup and process loss. APM is not responsible for defects in, or loss caused by, Customer-supplied items, and labor performed on material that proves defective is chargeable. Customer-supplied items are held at Customer's risk except for loss caused by APM's negligence, and Customer is responsible for insuring them.

9. Tooling, fixtures and programs

Fixtures, tooling, gages and CNC programs that APM designs and makes to produce Customer's parts remain APM's property and are retained for Customer's future orders, even where a tooling or setup charge is invoiced, unless the parties agree in writing that Customer owns them. Customer-owned tooling in APM's care is maintained in working order for normal use and returned on written request at Customer's cost of shipping.

10. Outside processes

Heat treatment, plating, coating, EDM, grinding and other outside processes that APM arranges are performed by independent vendors selected by APM. APM will manage, track and inspect the work on return, but APM's liability for a defect in an outside process is limited to the remedy APM obtains from the vendor, or to rework or replacement of the affected parts at APM's option, and does not extend to the value of Customer's material or of other work already performed on the parts.

11. Delivery, shipping and risk of loss

Delivery dates are estimates made in good faith based on shop loading and material and outside-process lead times at the time of order, and are not guaranteed unless APM agrees in writing to a guaranteed date and a rush charge. Unless otherwise agreed, shipment is FOB APM's dock, Hooksett, NH; title and risk of loss pass to Customer when APM delivers the goods to the carrier. Freight is prepaid and added to the invoice, or billed to Customer's carrier account. APM is not liable for delay or non-delivery caused by events beyond its reasonable control, including material shortages, vendor delays, equipment failure, weather, labor disputes, or acts of government.

12. Inspection, acceptance and returns

Customer must inspect goods on receipt and notify APM in writing of any shortage, damage or nonconformity within 10 days of delivery; goods not rejected within that period are accepted. No goods may be returned without a return authorization from APM. Goods returned as nonconforming will be inspected; if APM finds them conforming, Customer is responsible for the cost of inspection and return freight.

13. Warranty

APM warrants that goods it manufactures will conform to the drawings and specifications accepted with the order, and will be free from defects in workmanship, at the time of delivery and for 30 days thereafter. APM's sole obligation, and Customer's sole remedy, under this warranty is, at APM's option, to rework or replace the nonconforming goods or to credit their purchase price. This warranty does not cover damage from misuse, modification, improper installation or normal wear, or nonconformity caused by Customer's design, specifications or supplied material. Except as stated in this section, APM makes no warranty of any kind, express or implied, including any warranty of merchantability or fitness for a particular purpose.

14. Limitation of liability

APM's total liability arising from any order, whether in contract, warranty, tort (including negligence) or otherwise, is limited to the price paid for the goods or services giving rise to the claim. In no event is APM liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost production, downtime, cost of substitute goods, or the cost of removing or reinstalling parts, even if advised of the possibility of such damages.

15. Confidentiality and intellectual property

Drawings, models, specifications and samples supplied by Customer remain Customer's property and are held in confidence, used only to quote and produce Customer's parts, and not disclosed to third parties except to vendors performing work on the order under the same obligation. Customer warrants that manufacture of the parts to its documents will not infringe any third party's patent, trademark or other rights, and will defend and indemnify APM against claims that it does. APM's processes, programs, fixture designs and know-how remain APM's property.

16. Export control

APM is not registered under the International Traffic in Arms Regulations (ITAR). Customer must not send APM technical data or order parts that are controlled under ITAR without first confirming in writing that APM can accept them. Customer is responsible for identifying any export-controlled data it supplies and for compliance with applicable export laws.

17. Taxes

New Hampshire has no sales tax and APM does not collect one. Prices exclude any sales, use or similar tax that another state or jurisdiction may impose on Customer's purchase; any such tax is Customer's responsibility.

18. Governing law and disputes

These Terms and every order under them are governed by the laws of the State of New Hampshire, without regard to its conflict-of-law rules. Any dispute will be brought in the state or federal courts sitting in Merrimack County, New Hampshire, and the parties consent to their jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General

These Terms, the quotation and APM's order confirmation are the entire agreement for the order and supersede prior discussions. If any provision is unenforceable, the rest remain in effect. APM's failure to enforce a provision is not a waiver of it. Customer may not assign an order without APM's written consent. Notices must be in writing to the addresses on the order.