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TERMS AND CONDITIONS OF SALE - DESIGN, PROTOTYPES & ENGINEERING (Rev. 10-14-08)

  1. Client 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.
  1. Client 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.
  1. Client 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.
  1. All delivery dates shall be extended, at the discretion of C2R GLOBAL MFG, if Client requests a Change Order subsequent to the date of the Proposal.
  1. Any 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 this Proposal.
  2. 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. 
  3. 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. 
  1. Partial 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.
  1. Any 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.
  1. Estimated 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.
  1. Upon request, Client shall furnish evidence to C2R GLOBAL MFG that Client has the financial capability to pay all costs for the Project.
  1. If 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.
  1. Failure 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 services.
  1. Expenses 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.
  1. The 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.
  1. Production 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.
  1. C2R GLOBAL MFG is not responsible for quality standards, mechanical specifications or tests that are not identified and defined at the beginning of a Project.
  1. Client shall pay all costs for any design or tooling changes, which are identified in the validation stage.
  1. Client is responsible for any costs associated with patent filings, rights and/or infringements research.
  1. Any special arrangements, which deviate from the stated terms and conditions, must be fully documented in an amended Proposal.
  2. 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.
  1. It 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.
  1. In 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.
  1. 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.
  1. Receipt of an executed copy of this proposal via facsimile transmission shall be treated as an original.
  2. 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.
  3. TERMS 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.