LAST UPDATED: 8/28/2016
These standard terms and conditions (these “Terms and Conditions”) govern the sale of goods and/or the provision of any services (“Goods and/or Services”) by Access Engineering LLC (“Access Engineering”) to the person or business entity buying such Goods and/or Services (“BUYER”). Access Engineering objects to any different or additional terms or conditions contained in any request for quotation, purchase order or other document of the BUYER, and no such different or additional terms shall be effective or binding upon Access Engineering unless agreed to in writing and signed by an officer of Access Engineering. If the BUYER issues a purchase order or other writing addressing the subject matter of this transaction, that writing shall be for the BUYER’s internal purposes only and the terms and conditions contained therein shall have no force or effect. BUYER and Access Engineering expressly agree that Access Engineering may modify these Terms and Conditions from time to time without notice, and such modifications shall be binding upon BUYER. Accordingly, each request for quote, order, acceptance of Goods and/or Services and/or payment to BUYER by Access Engineering shall be deemed an acknowledgment and acceptance by BUYER of these Terms and Conditions as then in effect.
1. No Modifications/Entire Agreement
Access Engineering’s provision of credit to BUYER, if any, acceptance of any purchase order and/or sale or provision of any Goods and/or Services to BUYER are all expressly conditioned upon BUYER’s acceptance of these Terms and Conditions as then in effect. ACCEES ENGINEERING HEREBY REJECTS ANY TERMS OR CONDITIONS WHICH ATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OR OTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITION CONTAINED HEREIN, AND BUYER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS, SUCH SHALL NOT BE BINDING ON ACCESS ENGINEERING UNLESS EXPRESSLY AGREED TO IN A SEPARATE WRITTEN INSTRUMENT SIGNED BY ACCESS ENGINEERING’S AUTHORIZED REPRESENTATIVE. ACCESS ENGINEERING OBJECTS TO ANY DIFFERENT, INCONSISTENT, CONFLICTING, SUPPLEMENTAL OR ADDITIONAL TERMS OR CONDITIONS AND HEREBY REJECTS SUCH, WHETHER CONTAINED IN PREVIOUS OR SUBSEQUENT PROPOSALS OR COMMUNICATIONS (WHETHER ORAL OR WRITTEN) FROM OR WITH BUYER OR IMPLIED BY TRADE, CUSTOM, PRACTICE, COURSE OF DEALING OR USAGE IN THE TRADE. BUYER AND ACCESS ENGINEERING AGREE THAT THESE TERMS AND CONDITIONS, AS MAY BE SUBSEQUENTLY MODIFIED BY ACCESS ENGINEERING FROM TIME TO TIME, ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE COMPLETE AND FINAL EXPRESSION OF THE TERMS AND CONDITIONS GOVERNING TRANSACTIONS BETWEEN THEM, AND FURTHER AGREE THAT THERE SHALL BE NO “BATTLE OF THE FORMS” AS DESCRIBED IN SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE.
2. Quotations and Prices
All quotations are based on our current supplier rates and Access Engineering overheads and with the understanding that the goods might be imported. Quotations shall be valid for 30 days from the date upon which they were given, after which period they are subject to confirmation.
A quote is provided based on the 3D CAD model and detailed 2D drawings. Budgetary quotes may be generated based on dimensional prints, pictures, photos, 3D models or other parts representations, but quote will not be binding until reviewing the last revision of the 2D prints and solid models. Any change to the design data will require an updated quote. Access Engineering reserves the right to inform BUYER of lead-time changes at placement of order. Lead time starts from final design confirmation. BUYER is responsible for ensuring that the identified specifications of the design including materials and the tolerances meet the requirements of their application unless the design is generated by Access Engineering as part of the quotation.
The BUYER must issue a purchase order to Access Engineering prior to the start of the project. Project will begin on the receipt of final design data. Revised design data received after project kick-off may affect pricing and lead time. In the event of design changes after receipt of a purchase order, the BUYER agrees to pay any additional cost that Access Engineering may incur.
In case the BUYER requests Computer-aided Design and Drafting (CADD) services a Statement of Work (SOW) will be provided by Access Engineering as part of the quotation defining project-specific activities, deliverables and timelines.
Miscellaneous expenses (such as courier, shipping and handling, special packaging, etc.) are not included in quoted price and might be charged for additionally. The BUYER shall pay all duties and sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Access Engineering’s taxable income). Extra meetings, travel, time spent in travel and supplier liaison other than described in this quotation are at extra cost and will be billed to the BUYER at standard hourly rate.
3. Payment Terms
Unless otherwise is agreed upon by both parties; invoice payment terms: Net 30. Interest accrued at 1.5% per month thereafter.
If no feedback regarding to quality or other technical issues related to the parts manufactured or engineering services received within 30 days after the delivery date, it would assumed as deliverables have been approved and accepted by the BUYER, and the balance is deemed as payment due.
If there is any quality problem, due to the specified tolerances, characteristics of materials or other reasons, the BUYER shall raise it within 30 days after the delivery; otherwise it would be deemed that the BUYER accepts the sample or finished goods.
Access Engineering assumes no responsibility for the design of the goods that are subject of this transaction unless it is designed and developed solely by Access Engineering. To the extent that Access Engineering recommends design modifications or provides design analysis, simulation or advice, they do so to help meet the Access Engineering’s supplier requirements.
BUYER retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction. Access Engineering make no representation or warranty, whether express or implied, of any kind whatsoever with respect to any goods or services, including but not limited to any warranty of merchantability, fitness for a particular purpose or non-infringement unless it is designed and developed solely by Access Engineering.
In no event shall Access Engineering be liable for any incidental, consequential or punitive damages of any kind, whether for breach of any warranty, for breach or repudiation of any other term or condition, for negligence, on the basis of strict liability, or otherwise.
The BUYER may terminate the work described in the quote at any time. However, BUYER agrees that it shall compensate Access Engineering for all fees and expenses incurred in the performance of the obligations to the state of termination.
7. Limitation of Access Engineering’s Liability
IN NO EVENT SHALL ACCESS ENGINEERING’S LIABILITY, REGARDLESS OF THE CAUSE THEREOF, EXTEND BEYOND REPLACEMENT OR REPAIR OF GOODS AND/OR SERVICES OR GIVING BUYER CREDIT FOR THE PURCHASE PRICE OF GOODS AND/OR SERVICES SOLD OR PROVIDED, EITHER AT ACCESS ENGINEERING’S ELECTION, NOR SHALL ACCESS ENGINEERING HAVE ANY LIABILITY FOR LOSS OF TIME, COST OF LABOR EXPENDED, OR FOR ANY SEPARATE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES RESULTING FROM REJECTION OF FINISHED PARTS BY BUYER OR BUYER’S CUSTOMER(S).
The BUYER shall defend, indemnify and hold harmless Access Engineering (and its employees, consultants and agents) from against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind), Resulting from or arising out of any breach of any representation, warranty or covenant of the BUYER or its affiliates hereunder;
If the BUYER has supplied Access Engineering with drawings, designs or other specifications for the Goods and/or Services, arising out of any assertion that any goods manufactured by Access Engineering (or the act of manufacturing such goods) according to those drawings, designs or other specifications infringe or misappropriate any patent, copyright, trade secret or other proprietary right. BUYER assumes responsibility to pursue, assignment, application, other product protection. It is also the responsibility of BUYER to investigate and ensure that the subject product does not infringe on other patents or proprietary rights. BUYER assumes responsibility to investigate legislation and standards related to the manufacture or use of the subject product;
Otherwise arising out of or related to this transaction; or it’s specifically understood that the BUYER shall indemnify and defend Access Engineering and hold Access Engineering harmless from claims that Access Engineering was itself negligent or otherwise at fault.
If any action, suit or proceeding is commenced, or any claim, demand or assessment asserted against Access Engineering (or its employees, representatives or agents) which might result in liability with respect to which a party seeks indemnification, then the party shall notify the BUYER promptly and the compromise or settlement. Upon the BUYER’s request and at BUYER’s expense, Access Engineering shall cooperate fully in such defense and make available to the BUYER all relevant information under its control.
The provisions of this section and BUYER’s obligations hereunder will survive any termination of this agreement.
9. Controlling Law
These Terms and Conditions and the contract by and between BUYER and Access Engineering for the purchase and sale of Goods and/or Services created hereunder is deemed made in New Mexico and shall be governed as to validity, interpretation, construction, effect, and in all other respects, by the laws of the State of New Mexico, without giving effect to the conflict of laws principles thereof. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions or the sale of goods or services from Access Engineering to BUYER.
10. Exclusive Agreement
These terms and conditions agreement represent the entire and integrated agreement between BUYER and Access Engineering and supersedes all prior negotiations, representations, agreements, either written or oral. These terms and conditions may be amended only by written instrument signed by both BUYER and Access Engineering.
11. Changes to Terms and Conditions
Access Engineering reserves the right, in its sole discretion, to change these Terms and Conditions under which www.accessengineeringllc.com is offered. The most current version of the Terms and Conditions will supersede all previous versions. Access Engineering encourages you to periodically review the Terms and Conditions to stay informed of our updates.
Access Engineering welcomes your questions or comments regarding the Terms and Conditions of Trade:
Access Engineering LLC
500 Marquette Ave, Suite 1200
Albuquerque, New Mexico 87102
Effective as of August 28, 2016