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Terms & Conditions of Sale
The following are the standard terms and conditions of all orders with Engineering Dynamics LLP, hereinafter referred to as
Seller. Unless special terms are negotiated and documented in the quotation or in an order acknowledgement from
Engineering Dynamics, these conditions apply.

1. TERMS OF CONTRACT: Unless Buyer notifies Seller in writing by certified mail, return receipt requested, within three days
after receipt of the order acknowledgement by Buyer, acceptance of the terms and conditions hereof by Buyer shall be
indicated and in the absence of such notification, the sale and shipment by Seller of the goods covered hereby shall be
conclusively deemed to be subject to the terms and conditions hereof.

2. SAMPLES: If requested, Engineering Dynamics will submit samples for approval when commencing operations upon any
order. However, Seller’s may start production immediately after machines are set correctly to Buyer's specifications, and
Seller will assume responsibility for having the product in conformity with such specifications while awaiting Buyer's
approval. Any changes in original specifications will be made only at Buyer's direction and expense. If changes are to be
made, Seller must be notified at once by telephone or fax, but always with written confirmation. If Buyer intends to use the
samples to test a new or unproven design, Buyer should advise Seller to withhold production for an agreed time.

3. QUANTITIES: All quotations are based on Buyer accepting over-run or under-run on each individual item not exceeding
10% of quantities ordered. Where closer control of quantity is required special arrangements must be made, otherwise
Seller’s responsibility is only to deliver a quantity of parts within this range.

4. BUYER'S MATERIAL: Quotations covering machining of Buyer's material are made subject to delivery of the amount of
material as specified by Seller, F.O.B. Seller's plant, and are subject to changes, if material furnished by Buyer is defective
or will not machine with reasonable wear on tools at the speed and feed estimated. Chemical and physical specifications
are the sole responsibility of Buyer, and parts manufactured from Buyer's material which conform to specifications, shall be
accepted by Buyer. If Buyer's material proves defective, in total or in part, or of a different character than represented by
either Buyer or material producer, all work performed by Seller shall be reimbursed by Buyer.

5. TOLERANCES: All dimensions must be limited by a specific tolerance. When not specified, it is understood that the
following tolerances will apply:
• All diameters plus or minus .003"
• Lengths plus or minus .010"
• Fractional Dimensions: Diameters plus or
minus .005"
• Lengths plus or minus 1/64" (over 18" +/- 1/32)
• Intersecting Surfaces: Fillets .020"
Max.Corners: .020" Max. Radius of Chamfer
• Angles: Plus or minus 2-1/2 degree
• Drilled holes the greater of + .003 / - .001 or
• Plus 3% and minus 1%
Samples are to be considered as denoting fractional dimensions, unless otherwise specified and dimensions of samples
will be considered "mean" dimensions. Where cross drilling, slabbing and similar operations are specified, the location will
be without relation to other dimensions unless otherwise specified. When Buyer purchases to his own specifications, Seller
will not be responsible for the design and fitting of parts.
Concentricity requirements, if any, must be specified separately from dimensions and will be subject to inspection only at
the point where the relation is shown on the blueprint. When a concentricity limitation is specified, it is understood that it
means the actual eccentricity allowable between the centerlines of the dimensions, which is one-half of a dial-reading
registration (or TIR). When concentricity is not specified, the work will be manufactured in the most economical manner
without regard to concentricity.

6. THREADS: Unless otherwise specified, threads will be of the ANSI Unified Screw Threads and will be made to Class 2A
and Class 2B fit tolerances. When Buyer specifies threads other than sizes in the Coarse Thread Series or Fine Thread
Series or in other classes of tolerances or limits, gages are to be furnished by Buyer or charged for by the Seller.
EXTERNAL THREADS: Where threading to the shoulder is specified, if a relief or under-cut of sufficient width is not
provided for, it will be understood that the last full thread will not be closer to the shoulder than a distance of two and onehalf
threads and in the case of fine pitches, closer than 1/16". INTERNAL THREADS: Unless otherwise specified, blind
tapped holes may not have a full thread closer from the bottom than three and one-half threads and in case of fine pitches,
not closer than 5/32".

7. GAGES: Where dimensions cannot be readily gauged with micrometers and require special gages, such gages may be
furnished by Buyer or supplied by Seller at an extra charge. In the case of threads, the inspection gages shall conform to
the limits specified by the latest National Bureau of Standards Handbook H28, as supplemented, entitled "Screw Thread
Standards for Federal Services for Inspection Gages."

8. INSPECTION: Inspection by Seller is made on a percentage basis only. If 100% inspection is required, it is an added cost
at Buyer's expense. Seller will normally use a 1.0 AQL on critical part features when no other requirements are noted. If
there does need to be any special lot or shipment acceptance criteria, including the designation of sampling plans or
statistical data, it must be established by Buyer in writing prior to quotation by Seller. Otherwise, Seller reserves the right to
adjust his quotation or delivered part price in consideration for the requirements established by Buyer.

9. TOOLS, TOOLING CHARGES, FIXTURES, ETC: Tools, dies, jigs, fixtures, programs, gages, and their engineering and
design, are integral parts of Seller's manufacturing processes. Therefore, separate quotation to, or payment by Buyer for
these items, supplied by Seller, conveys neither ownership nor the right of removal from Seller's factory.

10. PATENTS: It is not the intention of Seller to manufacture any product that is an infringement of a patent. Buyer will defend
and reimburse Seller for all expense and damages resulting from claims of infringement related to filling the Buyers orders.
This will apply to orders for individual parts or assemblies.

11. SHIPMENT and SHIPMENT TERMS: In ordering, Buyer should indicate the preferred method of shipment and, in the
absence of such directions, Seller will use its discretion forwarding by air, truck, UPS, etc. At Seller’s option, it may insure
the shipment at Buyer's expense, unless otherwise specified by Buyer. All goods are sold F.O.B. shipping point so Buyer
assumes freight cost and liability for any loss or damage to goods once the goods have left Seller's premises.

12. DELIVERIES: Seller does not assume any responsibility due to default or delay in production or delivery of all or any
portion of any contract resulting directly or indirectly from: (A) accident to, or breakdowns of Seller's machinery or
equipment; labor disputes; fire; riots; national emergency; delays of suppliers; carriers; or governmental restrictions,
prohibitions; or allocations; or (B) any cause beyond the control of Seller. In no event shall Seller be liable for any
consequential, special, or contingent damages arising out of Seller's default or delay in filling this order.

13. DELIVERY SCHEDULES: Unless otherwise agreed between Buyer and Seller, orders are accepted for delivery as fast as
manufactured by complete shipment packed in bulk. If special delivery schedules and lot quantities are required, it may
affect price and should be detailed in part of the quotation.

14. QUOTATIONS AND ACCEPTANCE: All orders and contracts are subject to acceptance only at Seller's home office.
Typographical errors are subject to correction. All prices subject to adjustment in the event of changes in raw material costs,
even if prior to the conclusion of an order. Accounts will be opened only on approved credit. Seller reserves the right to
decline delivery except for cash, whenever doubt as to Buyer's financial condition develops.

15. Taxes, Duties, Etc. The buyer shall be responsible for all duties and sales, excise, use or other taxes arising in connection
with this transaction (other than taxes based solely on Seller's taxable income).

16. CANCELLATION: Orders may be cancelled or deliveries deferred by Buyer with written consent of Seller only upon the
condition that Buyer assumes immediate liability and makes payment to Seller for all work complete and incomplete,
recovering Seller’s costs and lost profits. The Seller will recover from Buyer: the unit sales price of completed work, work in
process on the basis of the percentage completion, raw material costs, unamortized tooling costs, engineering, handling,
overhead charges, and other cancellation charges incurred on the basis of cost to Seller, as well as, lost profits. All
cancellation charges to be determined at the time of cancellation or deferment.

17. CLAIMS: If Buyer claims delivery of material is not as ordered, he must notify Seller within fifteen (15) days of receipt of
shipment. If such claim is sustained, Seller shall, at his option, repair, replace, credit or complete order. Charges for repair
or inspection of parts by Buyer without prior authorization cannot be honored. Seller shall have the option of inspecting the
goods or of taking back the goods and deciding whether to replace goods or credit Buyer. Claims for shortage of goods
must be presented within fifteen (15) days of receipt of goods and must state the packing slip number, weight including tare
and the method used in arriving at a count of the parts. Any claim for error in weight or shortage, not presented in
accordance with this provision, will conclusively be deemed waived. Seller may, at Seller’s discretion, request the shipment
be returned in its entirety for full evaluation. Seller will not allow claims on those goods further processed by Buyer resulting
in change of dimensions or characteristics from parts as ordered.

18. WARRANTY: Seller warrants that goods manufactured by Seller will conform to the specifications furnished by Buyer. If
within three (3) months, the goods manufactured by Seller are found to have defects in material or workmanship as
compared to Buyer’s written specifications, and written notice is received by Seller no later than four (4) months after date
of receipt of such goods by Buyer, Seller will, at his option, provide credit, repair, or replace such products determined by
Seller to be defective. Seller shall have the option of inspection of the goods on Buyer's premises or authorizing their return.
No goods are to be returned without written consent nor shall the Seller be liable for any expense, including inspection
expenses, incurred by Buyer in order to remedy defects in said goods. Products manufactured by others but furnished by
Seller are limited to the original manufacturer's warranty and Seller shall not be liable for defects in such products.
Because goods furnished hereunder are to Buyer's specifications and are used or combined by Buyer with other equipment
or components not furnished by Seller, Buyer agrees to indemnify Seller for all claims resulting from the use or
incorporation of said goods in the Buyer's product. IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF
ANY AND ALL OTHER WARRANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PRODUCT SOLD HEREUNDER. THE
FOREGOING STATES SELLER'S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER'S EXCLUSIVE AND SOLE
REMEDY. SELLER WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT
DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OF FROM THE
USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR SELLER ANY SUCH LIABILITY

19. . Governing Law; Jurisdiction. The rights and obligations of Seller and the buyer under this contract shall be governed by
the laws of the State of New Jersey (without regard to principles of conflict of law), and any suits shall be exclusively be
pursued in State and Federal Courts located in New Jersey.

20. LIMITATIONS: Any controversy or claim arising out of or related to this contract, or the breach thereof, must be
commenced within one (1) year after the cause of action has occurred.
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