Terms & Conditions of Sale

01Acceptance and order of precedence

These Terms and Conditions of Sale ("Terms") govern every quotation, order acknowledgment, invoice and sale of parts or services by MMD. By issuing a purchase order, approving a quote, or accepting delivery, Buyer agrees to these Terms.

Any additional or conflicting terms in Buyer's purchase order or other documents are rejected and do not apply unless MMD agrees to them in a writing signed by an authorized MMD representative. Where documents conflict, this order applies: (1) a signed written agreement between the parties, (2) MMD's order acknowledgment, (3) MMD's quotation, (4) these Terms, (5) Buyer's purchase order.

02Quotations

Quotes are valid for 30 days from the quote date unless stated otherwise. Pricing and lead time are based on the drawings, models, quantities, materials, finishes and requirements Buyer supplied at the time of the quote.

Any change to drawing revision, quantity, material, finish, tolerance, inspection or certification requirements, or delivery date may require a revised quote.

03Purchase orders

A purchase order is an offer to buy. It becomes a binding contract when MMD accepts it in writing (including by email order acknowledgment) or begins work. Each purchase order must reference the MMD quote number and list part number, drawing revision, quantity, material, finish, required certifications, and requested delivery date.

By issuing a purchase order, Buyer confirms that the drawings and models supplied are the approved, current revision and that Buyer is authorized to commit Buyer's organization to the purchase.

04Prices and taxes

Prices are in U.S. dollars and exclude sales, use and excise taxes, duties, shipping, insurance and special packaging unless stated on the quote. Buyer is responsible for applicable taxes unless Buyer provides a valid exemption certificate before invoicing.

05Payment terms

Payment is due Net 30 days from the invoice date. MMD may require 50% deposit or full prepayment for first-time customers, orders above $5,000, orders requiring special material, or accounts with past-due balances. Deposits for material and outside processing are non-refundable once those items are ordered.

MMD accepts ACH, check and credit card. Credit card payments may carry a processing fee of 3%.

06Late payment and collections

Past-due balances accrue interest at 1.5% per month (18% per year), or the maximum rate allowed by law if lower, from the due date until paid. Buyer is responsible for reasonable collection costs, including attorneys' fees and court costs.

If any invoice is more than 15 days past due, MMD may, without liability, suspend work on all open orders, hold completed parts, require prepayment on future orders, and revise delivery dates. MMD retains title to delivered parts and a security interest in them until paid in full, to the extent permitted by law.

07Delivery, title and risk of loss

Unless otherwise agreed in writing, all shipments are Ex Works (EXW, Incoterms 2020) MMD's facility at 1107 Washington Boulevard, Pittsburgh, PA 15206. Risk of loss passes to Buyer when parts are handed to the carrier or picked up by Buyer. MMD is not liable for loss or damage in transit; claims must be filed by Buyer with the carrier. Shipping insurance is purchased only at Buyer's request and expense.

Delivery dates are good-faith estimates. MMD will communicate known delays promptly but is not liable for damages caused by late delivery. MMD may make partial shipments and invoice them separately.

08Quantity variance

For production orders over 25 pieces, MMD may ship and invoice up to 5% over or under the ordered quantity unless Buyer specifies "no overs/unders" on the purchase order.

09Inspection and acceptance

Buyer must inspect parts within 10 calendar days of receipt. Any claim of nonconformance or shortage must be made in writing within that period and include the part number, purchase order, quantity affected, the drawing requirement at issue, and supporting measurement data or photos.

Parts not rejected in writing within 10 calendar days are deemed accepted. Use of parts in production, assembly or testing beyond first-article verification constitutes acceptance.

10Nonconforming parts and returns

No parts may be returned without a Return Material Authorization (RMA) from MMD. Returned parts must be in the condition received, unaltered, and with the original documentation.

If MMD confirms a part does not conform to the agreed drawing and purchase order requirements, MMD will, at its option, rework, replace, or credit the purchase price of the nonconforming parts, and pay reasonable return freight. This is Buyer's sole remedy for nonconforming parts. MMD does not accept returns of conforming parts.

11Limited warranty

MMD warrants that parts, when delivered, conform to the drawing, specifications and requirements stated on the accepted purchase order. This warranty is valid for the inspection period in Section 09.

MMD manufactures to Buyer's design. MMD does not warrant the design, function, fit within Buyer's assembly, or suitability of parts for any particular purpose. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

12Design for manufacturability (DFM) and engineering services

DFM, design for inspection (DFI), and other engineering recommendations are advisory. Buyer retains final design authority and full responsibility for the design, including any change Buyer approves. A recommendation becomes part of an order only when Buyer issues a revised drawing or written approval, and Buyer is responsible for validating the revised design in its application.

DFM review included with a quote is limited to manufacturability of the quoted part. Design work, drawing creation, sketch-to-CAD work, and engineering consultation beyond the quote are billed at $65 per hour or as separately quoted.

13Buyer-supplied information and material

Buyer warrants that it owns or has the right to use all drawings, models, specifications and data it provides, and that they are complete and accurate. MMD is not responsible for errors, omissions or conflicts in Buyer-supplied data.

Buyer-supplied material must arrive with certifications and in the quantity agreed. MMD is not liable for loss of Buyer-supplied material during normal machining, including scrap from setup or material defects, beyond reasonable care.

14Intellectual property

Buyer's designs remain Buyer's property. MMD's CAM programs, toolpaths, fixtures, setups, processes, and manufacturing know-how remain MMD's property, even when developed for Buyer's parts, unless separately purchased in writing.

Upon full payment, Buyer may use any design modifications MMD recommended for the purchased part. Fixtures and tooling are owned by MMD unless separately quoted and paid for as Buyer-owned tooling.

15Confidentiality

MMD treats Buyer's drawings, models and business information as confidential and uses them only to quote and fulfill Buyer's orders. MMD will sign Buyer's reasonable non-disclosure agreement on request. MMD will not photograph or publish Buyer's parts or name without Buyer's permission.

16Changes and cancellation

Changes after order acceptance require a written change order and may adjust price and delivery. Buyer may cancel an order only with written notice. On cancellation, Buyer will pay for work completed, material and outside services purchased or committed, and a cancellation fee of 15% of the remaining order value. Orders in production for custom parts cannot be cancelled without MMD's consent.

17Export control

MMD is not currently ITAR registered. Buyer must not send technical data controlled under the International Traffic in Arms Regulations (ITAR) and must identify any data controlled under the Export Administration Regulations (EAR) before sending it. Buyer is responsible for export classification and compliance for its parts and data.

18Limitation of liability

MMD's total liability for any claim arising from an order is limited to the price paid for the specific parts or services giving rise to the claim. MMD is not liable for indirect, incidental, consequential, special or punitive damages, including lost profits, production downtime, assembly costs, or recall costs, even if advised of their possibility.

19Indemnification

Buyer will defend, indemnify and hold MMD harmless from claims, losses and expenses arising from (a) Buyer's designs, drawings or specifications, including claims of patent, trademark or copyright infringement, and (b) the use of parts in Buyer's products, except to the extent caused by MMD's failure to manufacture to the agreed requirements.

20Force majeure

MMD is not liable for delay or failure to perform caused by events beyond its reasonable control, including machine breakdown, material shortages, supplier delays, utility failures, severe weather, labor disputes, epidemics, or government action. Delivery dates extend for the duration of the delay.

21Governing law and venue

These Terms are governed by the laws of the Commonwealth of Pennsylvania, including the Uniform Commercial Code as adopted in Pennsylvania, without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania.

22General

These Terms, with the accepted quote and order acknowledgment, are the entire agreement between the parties for each order. If any provision is unenforceable, the rest remain in effect. MMD's failure to enforce a provision is not a waiver. Buyer may not assign an order without MMD's written consent. MMD may update these Terms; the version in effect on the date of order acceptance applies.