TERMS AND CONDITIONS OF SHEET METAL FABRICATION SERVICES
These Terms and Conditions (the “Terms”) govern the contractual relationship between [Your Company Name], a company registered in [Country/Region] with address at [Company Address] (“Supplier”), and the customer (“Customer”) placing orders for sheet metal fabrication, machining, coating, assembly and related services (the “Services”). By issuing a purchase order, confirming an order, or accepting the Services, Customer agrees to be bound by these Terms, together with any written quotation, proforma invoice or order confirmation issued by Supplier (collectively, the “Contract”).
1. SCOPE OF SERVICES
1.1 Supplier shall perform fabrication services in accordance with the specifications, drawings, materials, quantities and delivery schedule explicitly agreed in writing by both parties.
1.2 Customer warrants that all design data, drawings, CAD files, technical specifications and samples provided to Supplier are complete, accurate, lawful and non-infringing of third-party rights. Supplier shall not be liable for errors, defects or losses arising from inaccurate or incomplete information provided by Customer.
1.3 Any modifications to designs, specifications, materials or quantities requested by Customer after order confirmation shall be subject to Supplier’s written acceptance, price adjustment, and rescheduling of delivery. Customer shall bear all costs (including retooling, scrap, labor and material costs) caused by such modifications.
2. PRICING & PAYMENT
2.1 All prices quoted by Supplier are exclusive of import/export duties, tariffs, taxes (including VAT, sales tax, excise tax), customs fees, shipping, insurance and other ancillary charges, which shall be borne solely by Customer.
2.2 Payment terms: [e.g., 50% deposit upon order confirmation, 50% balance before shipment]. All payments shall be made in [Currency] to the designated bank account of Supplier. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
2.3 Supplier reserves the right to suspend or terminate all Services without liability if Customer fails to make payment in accordance with the Contract. Any costs incurred by Supplier due to late payment (including storage fees, financing costs and legal fees) shall be reimbursed by Customer.
3. DELIVERY & RISK TRANSFER
3.1 Delivery date is an estimate based on timely receipt of all information, materials and payments from Customer. Supplier shall not be liable for delays caused by force majeure, supply chain disruptions, material shortages, government actions or Customer’s failure to fulfill its obligations.
3.2 Risk of loss, damage or destruction to the Products shall transfer to Customer upon delivery to the carrier (FOB [Port]) or collection by Customer, whichever occurs first. All insurance after delivery shall be arranged by Customer at its own cost.
3.3 Partial shipments are permitted unless otherwise agreed in writing. Customer shall accept partial shipments and make corresponding payments.
4. QUALITY & INSPECTION
4.1 Products shall conform to the agreed specifications and industry standards (e.g., ISO 9001). Supplier shall conduct internal quality inspections before shipment.
4.2 Customer may inspect Products at Supplier’s premises prior to shipment with 3 business days’ written notice. Any quality objections must be raised in writing within 7 days of receiving the Products, with detailed evidence. Failure to raise objections within the period shall be deemed acceptance of the Products.
4.3 Supplier’s liability for quality defects is limited to repairing, replacing the defective Products or refunding the purchase price of the defective part, at Supplier’s sole discretion. Supplier shall not be liable for indirect, consequential or special damages (including lost profits, downtime or penalties) arising from quality issues.
5. INTELLECTUAL PROPERTY (IP)
5.1 All intellectual property rights in Supplier’s pre-existing designs, processes, techniques, tooling, jigs, fixtures, CAD templates and technical expertise shall remain the exclusive property of Supplier.
5.2 Customer retains ownership of all original designs, drawings, models and specifications provided to Supplier. Customer grants Supplier a limited, non-exclusive, non-transferable license to use such IP solely for the purpose of performing the Services for Customer.
5.3 Supplier shall not reproduce, copy, modify, disclose or use Customer’s IP for any other purpose (including for third-party orders) without Customer’s prior written consent.
5.4 Customer warrants that its IP does not infringe any third-party patents, trademarks, copyrights or trade secrets. Customer shall indemnify Supplier against all losses, damages, fines, legal fees and liabilities arising from third-party IP infringement claims related to Customer’s designs.
6. CONFIDENTIALITY & DATA PROTECTION
6.1 Both parties shall keep all non-public information (including designs, specifications, prices, business data, customer information and trade secrets) confidential for a period of 5 years after Contract termination.
6.2 Supplier shall process Customer’s personal data (if any) in compliance with the EU General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA) and other applicable data protection laws. Data shall be processed only for the purpose of performing the Services, with appropriate technical and organizational security measures implemented.
6.3 Supplier shall not disclose Customer’s confidential information to any third party without prior written consent, except as required by law or court order (with prior notice to Customer where permitted).
7. DISCLAIMER OF WARRANTIES & LIABILITY LIMITATION
7.1 The Supplier makes no express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement, except as explicitly stated in the Contract.
7.2 In no event shall the Supplier be liable to the Customer or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, business interruption, downtime, or the cost of substitute goods or services) arising from or in connection with the Services, even if advised of the possibility of such damages.
7.3 The Supplier’s total aggregate liability for any claim arising from or in connection with the Contract shall not exceed the total purchase price paid by the Customer under the Contract.
8. FORCE MAJEURE
8.1 Neither party shall be liable for failure to perform or delay in performing any obligation under the Contract due to events beyond reasonable control, including but not limited to natural disasters, wars, pandemics, government actions, labor strikes, supply chain disruptions or material shortages (collectively, “Force Majeure”).
8.2 The affected party shall notify the other party in writing within 5 days of the occurrence of a Force Majeure event, with supporting evidence. Performance shall be suspended for the duration of the event, without liability. If the event continues for more than 60 days, either party may terminate the Contract without liability.
9. TERMINATION
9.1 Either party may terminate the Contract immediately by written notice if the other party materially breaches any term and fails to cure the breach within 15 days of written notice.
9.2 Supplier may terminate the Contract immediately without notice if Customer becomes insolvent, bankrupt, or fails to make payment for more than 30 days.
9.3 Termination shall not relieve Customer of payment obligations for Services performed or Products delivered prior to termination. Confidentiality, IP and liability clauses shall survive termination indefinitely.
10. EXPORT COMPLIANCE & ANTI-CORRUPTION
10.1 Customer shall comply with all applicable export control laws, sanctions and anti-corruption laws (including FCPA, UK Bribery Act) in its jurisdiction.
10.2 Customer warrants that it will not use the Products for any illegal, unauthorized or prohibited purpose, and will comply with all import/export regulations of the destination country.
10.3 Customer shall indemnify Supplier against all losses, fines, penalties and legal liabilities arising from Customer’s violation of export control or anti-corruption laws.
11. GOVERNING LAW & DISPUTE RESOLUTION
11.1 These Terms and the Contract shall be governed by and construed in accordance with the laws of [Supplier’s Country/Region], without regard to its conflict of laws principles.
11.2 Any dispute arising from or related to the Contract shall be resolved through good-faith negotiation. If unresolved, the dispute shall be submitted to arbitration in [City, Country] in accordance with the rules of the [Arbitration Institution], with the arbitral award final and binding on both parties.
11.3 Customer consents to the exclusive jurisdiction of the courts of [Supplier’s Country/Region] for any interim or injunctive relief.
12. MISCELLANEOUS
12.1 These Terms constitute the entire agreement between the parties, superseding all prior oral or written agreements, understandings or representations relating to the Services.
12.2 No modification or waiver of these Terms shall be valid unless in writing and signed by both parties.
12.3 Supplier’s failure to enforce any term shall not constitute a waiver of that term or any other term.
12.4 These Terms shall be binding on the parties’ respective successors, assigns and legal representatives.
