TalonCut Order Terms

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM TALONCUT, YOU ACCEPT THESE TERMS AND CONDITIONS.

These Terms and Conditions (“Terms”) govern the purchase and sale of products and services (“Products”) from TalonCut (“Company”). These Terms are subject to change by Company without prior notice at any time, in the sole discretion of Company. The most current version will be posted on http://www.taloncut.com (the “Site”), and it is the Customer’s responsibility to review these Terms prior to placing any order.

Order Acceptance and Cancellation

Approval of a quote and submission of an order constitutes acceptance of the terms stated herein. Company reserves the right to accept or reject any order at its sole discretion. Once an order enters production, it is non-cancellable and will incur cancellation fees.

Customer-Supplied Drawings and Specifications

The Customer is solely responsible for the quality, accuracy, completeness, and suitability of all Customer-supplied drawings, specifications, dimensions, materials, and other design information. Company is responsible to manufacture products that meet specifications supplied by the Customer and is not responsible for design errors, omissions, or inaccuracies contained therein.

Products manufactured in accordance with Customer-provided drawings and specifications shall be deemed conforming, and the Customer shall be responsible for payment in full for all such products, regardless of any design errors, omissions, revisions, or changes subsequently identified by the Customer.

Any rework, replacement, material costs, labor, or production delays resulting from incorrect, incomplete, or revised drawings or specifications provided by the Customer shall be at the Customer’s expense.

Shipments and Delivery

Company will arrange shipment to the address provided at time of order. Customer is responsible for all shipping and handling charges. Title and risk of loss is transferred to the customer upon transfer of Products to the carrier. All delivery dates are estimates only. Company is not liable for delays by carriers or other third parties. Any offer to ship, or shipment by Company, does not constitute a representation or warranty that Customer’s order is lawful to ship, deliver, receive, possess, transfer, import, export, or use in any jurisdiction, and Customer is solely responsible for confirming such legality before placing an order.

Local pickup is also available at the sole discretion of the company.

At this time, Company can only process and ship orders within the United States of America.

Prices and Payment Terms

Quoted prices are good faith estimates and valid for five (5) days from date of quote. All pricing is subject to change without notice. Company is not responsible for typographical or other pricing errors and reserve the right to cancel orders arising from such errors.

Quoted prices are exclusive of design, taxes, duties, shipping, fees, and other special requirements (unless expressly stated as a line item on the sales quote). By placing an order, Customer agree to pay all charges, including applicable sales, use, excise, and other taxes and shipping charges.

Payment terms are at the sole discretion of the Company.

Payment methods currently accepted include Visa, Mastercard, American Express, Discover, and Automated Clearing House (ACH) transfers.

Inspections, Acceptance, Remedies

Customer must inspect all Products promptly upon receipt and notify Company in writing of any defects within ten (10) business days. Failure to do so constitutes acceptance. Company’s sole obligations and Customer’s exclusive remedies for defective, damaged, or nonconforming Products are, at Company’s option, repair, replacement, credit, or refund in Company’s sole discretion.

Confidentiality

Customer retains all rights, title, and interest in and to any designs, drawings, specifications, files, or other materials submitted to Company (“Customer Materials”). Company shall use Customer Materials solely for the purpose of quoting, manufacturing, inspecting, and delivering the products or services requested by Customer.

Company will not disclose, share, sell, license, or otherwise make Customer Materials available to any third party, except to employees, contractors, and service providers who have a need to know such information for the sole purpose of manufacturing parts and who are subject to confidentiality obligations. Company may also disclose Customer Materials if required to do so by law, regulation, or valid legal process.

Company does not acquire any ownership rights in Customer Materials. All rights not expressly granted are reserved to Customer.

Customer Representations and Warranties

Customer represents and warrants to Company that:

• Customer has the full right, power, and authority to enter into these Terms and to provide all designs, drawings, specifications, files, and instructions (“Customer Data”); 
• All Customer Data is accurate, complete, free of errors, and suitable for manufacturing the Products; 
• Customer owns or has secured all necessary rights in the Customer Data, and the Products manufactured therefrom will not infringe any third-party intellectual property rights; 
• The Products ordered, and all Customer Data provided, are not subject to U.S. export controls, including without limitation the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR). Customer certifies that they are not ordering any export-controlled parts from Company and are not providing any export-controlled technical data. Customer agrees to indemnify Company for any breach of this subsection; and
• Customers use of the Products will comply with all applicable federal, state, local, and international laws and regulations.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY. COMPANYS TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

COMPANY WARRANTS ONLY THAT THE ITEM(S) MANUFACTURED BY COMPANY WILL SUBSTANTIALLY MEET THE FEATURES OF THE DESIGN WITHIN THE LIMITATIONS OF THE LASER-CUT SHEET METAL TECHNOLOGY. THE DESIGNERS MAINTAIN SOLE LEGAL RESPONSIBILITY FOR THEIR DESIGN SPECIFICATIONS AND PERFORMANCE OF THE ITEM THAT IS THE SUBJECT OF THIS TRANSACTION. COMPANY DOES NOT PROVIDE ANY WARRANTY ABOUT THE ITEM(S) THEMSELVES AND DOES NOT GUARANTEE THAT THE ITEM(S) WILL BE FIT FOR ANY PARTICULAR PURPOSES.

Indemnification

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and suppliers from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data or specifications; (b) any allegation of intellectual property infringement related to the Products; (c) Customer breach of any representation or warranty (including export compliance); (d) Customer use, modification, or integration of the Products; or (e) any violation of applicable law.

Force Majeure

Company will not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in Company performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Company’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Governing Law and Jurisdiction

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Customer irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Riverside County, California for any dispute arising under these Terms.

Survival & Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. All provisions relating to limitation of liability, disclaimer of warranties, indemnification, and allocation of risk shall survive termination or completion of any order.

The failure of Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms constitute the final and integrated agreement between Company and Customer on the matters contained herein and supersede all prior agreements.