Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING A PURCHASE ORDER OR ENTERING INTO ANY AGREEMENT WITH THREAD-CRAFT, LLC D/B/A THREAD-CRAFT, INC. BY ISSUING A PURCHASE ORDER, SIGNING A QUOTE, TRANSMITTING WRITTEN ACCEPTANCE, OR ACCEPTING DELIVERY OF ANY GOODS OR SERVICES FROM THREAD-CRAFT, LLC D/B/A THREAD-CRAFT, INC. (“THREAD-CRAFT” OR “SELLER”), THE PURCHASER (“CUSTOMER” OR “BUYER”) UNCONDITIONALLY ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.

These Standard Terms and Conditions of Sale (“Agreement”) govern all orders, quotations, sales, services, repair work, and related transactions between Thread-Craft, LLC, a Michigan limited liability company doing business as Thread-Craft, Inc. (“Thread-Craft”), and Customer. Any terms and conditions contained in Customer’s purchase order or other documents that are inconsistent with or in addition to these terms are expressly rejected and shall be of no force or effect unless specifically agreed to in writing by an authorized officer of Thread-Craft.

A. ORDER ACCEPTANCE, DEFINITIONS, AND ORDER COMMENCEMENT

A.1  Definitions.  As used in this Agreement: (i) “Order” means any purchase order, work order, or written instruction accepted by Thread-Craft; (ii) “Parts” or “Goods” means any manufactured components, assemblies, or other products produced or repaired by Thread-Craft; (iii) “Repair Work” means any teardown, evaluation, rework, reconditioning, or overhaul performed on Customer-owned items; (iv) “Specifications” means drawings, models, material callouts, and technical requirements furnished by Customer; (v) “Ready-to-Start Date” has the meaning set forth in Section A.2.

A.2  Order Commencement and Lead Times.  All quoted lead times are stated in business days and begin on the “Ready-to-Start Date,” defined as the date on which Thread-Craft has received ALL of the following without exception: (i) a fully executed purchase order bearing the Customer’s authorized signature; (ii) final, approved drawings, models, and Specifications in the format requested by Thread-Craft; (iii) prepayment or deposit in cleared funds, where required; (iv) all Customer-furnished materials, if applicable; and (v) any other item or approval expressly identified as a prerequisite on the applicable quote or order acknowledgment. Lead times do NOT commence upon issuance of a sales order acknowledgment alone. Thread-Craft shall have no obligation to begin work, procure materials, or allocate production capacity prior to the Ready-to-Start Date. Customer assumes all risk of delay arising from its failure to provide the foregoing items in a timely manner.

A.3  Quote Validity.  All quotations issued by Thread-Craft are valid for thirty (30) calendar days from the date of issuance unless otherwise stated in writing. Thread-Craft reserves the right to withdraw or revise any quotation prior to formal acceptance by Customer.

A.4  Changes to Orders.  Any change to an accepted Order—including changes to Specifications, quantities, delivery schedules, materials, or other requirements—must be submitted in writing and is subject to Thread-Craft’s written approval. Thread-Craft reserves the right to issue a revised quotation reflecting any additional cost or schedule impact arising from such changes. Verbal instructions or informal communications shall not constitute a binding change to an accepted Order.

B. PRICING, PAYMENT, AND LATE PAYMENT PENALTIES

B.1  Pricing.  All prices are as stated in the applicable quotation and are exclusive of applicable taxes, duties, freight, insurance, and special packaging unless expressly included. Thread-Craft reserves the right to adjust pricing to reflect material cost fluctuations, customer-caused delays, or scope changes occurring after quote issuance.

B.2  Standard Payment Terms.  Unless otherwise stated on the applicable quotation or agreed in writing by Thread-Craft management, payment terms are Net 30 days from the date of invoice (“Net 30”). Invoices are issued upon shipment or, for Repair Work, upon completion and notification of availability.

B.3  Prepayment Requirements.  At the sole discretion of Thread-Craft management, certain orders—including but not limited to orders above a specified dollar threshold, orders from new customers without an established credit history with Thread-Craft, orders requiring significant raw material procurement, or orders deemed high-risk—may require full or partial prepayment prior to the commencement of work. Where prepayment is required, it shall be identified on the quotation and the Ready-to-Start Date shall not occur until cleared funds are received by Thread-Craft. Thread-Craft shall have no liability for any delay in production arising from Customer’s failure to remit required prepayment.

B.4  Late Payment Penalty.  Time is of the essence with respect to payment. Invoices not paid by the agreed due date shall be subject to a late payment charge as follows: (i) a penalty of ten percent (10%) of the outstanding invoice amount shall be assessed for any payment received between one (1) and fifteen (15) calendar days after the due date; and (ii) an additional ten percent (10%) of the outstanding invoice amount shall be assessed for each additional thirty (30) day period, or any portion thereof, during which the invoice remains unpaid. Late payment penalties are cumulative and shall be invoiced separately. Thread-Craft reserves the right to suspend work on any open or future orders during any period in which Customer has outstanding overdue balances.

B.5  Disputed Invoices.  Customer must notify Thread-Craft in writing of any bona fide invoice dispute within ten (10) business days of the invoice date. Undisputed portions of any invoice remain due and payable by the stated due date. Failure to provide timely written notice of a dispute shall constitute acceptance of the invoice in full.

C. EVALUATION FEES FOR REPAIR AND RETURNED ITEMS

C.1  Mandatory Evaluation Fee.  Thread-Craft charges a non-refundable Evaluation Fee for every item submitted to Thread-Craft for repair evaluation, warranty assessment, rework consideration, or any other form of inspection. The Evaluation Fee applies regardless of whether Customer ultimately approves repair work, whether the item is determined to be repairable, or whether Thread-Craft elects to proceed with any repair.

C.2  Fee Calculation.  The Evaluation Fee is calculated based on the actual time and labor required to: (i) receive, log, and process the incoming item; (ii) perform teardown and disassembly as necessary for complete assessment; (iii) evaluate the item’s condition, identify defects, and determine repairability; (iv) prepare and issue a written evaluation report and repair quotation; and (v) reassemble or repackage the item if no repair is authorized. Thread-Craft’s current labor rates in effect at the time of evaluation shall apply. Customer will be informed of the estimated Evaluation Fee range prior to shipment of items to Thread-Craft wherever practicable.

C.3  Invoicing of Evaluation Fee.  The Evaluation Fee shall be invoiced upon completion of the evaluation and is due within thirty (30) days of invoice, regardless of whether Customer authorizes subsequent repair work. Where repair is authorized and performed, Thread-Craft may, at its discretion, apply all or a portion of the Evaluation Fee as a credit toward the final repair invoice.

C.4  Unclaimed and Unordered Items.  If Customer does not place an order or authorize repair within one hundred eighty (180) calendar days of the evaluation quote date, Thread-Craft reserves the right to dispose of the submitted item(s) on-site at its sole discretion, without prior written notice to Customer. Customer shall bear no claim against Thread-Craft for any item disposed of under this provision.

C.5  Customer Responsibility for Inbound Shipping.  Customer is responsible for all shipping costs, insurance, and risk of loss associated with the delivery of items to Thread-Craft for evaluation or repair. Thread-Craft is not responsible for items lost, damaged, or delayed in transit to Thread-Craft’s facility. Outbound shipping of completed repair work is governed by Section D.1 through D.3.

D. SHIPPING, DELIVERY, AND RISK OF LOSS

D.1  Default Shipping Terms – FOB Thread-Craft’s Dock.  Unless otherwise agreed in writing, all shipments are FOB Thread-Craft’s facility in accordance with the Uniform Commercial Code. Title and risk of loss transfer to Customer at the moment Thread-Craft tenders the goods to a carrier or makes them available for Customer pickup at Thread-Craft’s dock. Thread-Craft shall have no liability for loss, damage, delay, or destruction of goods after such tender.

D.2  Customer-Arranged Shipping.  Where Customer elects to arrange its own carrier or shipping method, Customer assumes full responsibility for coordinating pickup and bears all risk of loss from the moment the carrier takes possession. Thread-Craft shall prepare goods for shipment in its standard manner unless Customer provides written packaging instructions prior to shipment, accepted by Thread-Craft.

D.3  Thread-Craft-Arranged Shipping.  Where Thread-Craft arranges outbound shipping on behalf of Customer, all freight charges, insurance premiums, and applicable surcharges shall be invoiced to Customer and are the sole responsibility of Customer. Thread-Craft shall select carriers and routing at its reasonable discretion.

D.4  Early Shipment.  Thread-Craft reserves the right to ship completed goods prior to the originally quoted delivery date. Customer agrees to accept and pay for goods shipped early provided Thread-Craft provides advance notice of early shipment.

D.5  Estimated Delivery Dates.  All delivery dates and lead times communicated by Thread-Craft are good-faith estimates only and do not constitute a guarantee of delivery by a specific date. Thread-Craft shall not be liable for any loss, damage, or consequential costs arising from delivery delays, including delays caused by material shortages, supplier lead times, labor conditions, equipment issues, or other circumstances within or outside Thread-Craft’s reasonable control.

D.6  Customer-Requested Delivery Extensions.  Customer may request an extension of the agreed delivery date of up to thirty (30) calendar days without penalty, subject to Thread-Craft’s written approval. Delivery extensions beyond thirty (30) days, whether requested by Customer or required due to Customer inaction, shall result in a storage and carrying charge of five percent (5%) of the total Order value for each additional thirty (30) day period, or portion thereof, invoiced upon accrual and due upon receipt. In no event shall the total delivery period extend beyond one hundred eighty (180) calendar days from the original agreed delivery date, after which Thread-Craft may cancel the Order and retain all deposits as liquidated damages.

E. CUSTOMER DESIGN RESPONSIBILITY AND SPECIFICATIONS

E.1  Customer Design Ownership.  Thread-Craft is a precision manufacturer and contract repair facility. Thread-Craft does not perform design engineering services and assumes no design responsibility of any kind. Customer is solely and exclusively responsible for: (i) the adequacy, accuracy, and completeness of all Specifications, drawings, models, and technical data furnished to Thread-Craft; (ii) ensuring that the selected material, geometry, tolerances, and surface finish requirements are appropriate and sufficient for the Customer’s intended application; (iii) evaluating the fitness, suitability, and performance of all Goods and repaired items for their intended purpose and operating environment; and (iv) compliance of the design and its end-use with all applicable laws, regulations, standards, and customer program requirements.

E.2  Finality of Submitted Specifications.  Drawings, models, and Specifications submitted with or prior to a quotation request shall be deemed final and shall govern production unless Customer submits written revisions that are acknowledged in writing by Thread-Craft prior to the Ready-to-Start Date. Thread-Craft shall produce to the Specifications as submitted. Any discrepancy, error, or ambiguity in Customer-furnished Specifications shall remain Customer’s sole responsibility. Thread-Craft’s review of drawings or models for quoting purposes does not constitute engineering review, approval, or endorsement of the design.

E.3  No Design Guidance Creates Liability.  Thread-Craft employees and representatives may, from time to time, offer informal manufacturing guidance, material suggestions, or process recommendations as a courtesy. Such guidance does not constitute engineering advice, does not transfer design responsibility to Thread-Craft, and shall not be construed as a warranty of any kind. Customer retains full design responsibility regardless of any informal guidance provided.

E.4  Customer-Furnished Material.  Where Customer furnishes material for use in manufacturing or repair, Customer warrants that such material conforms to the applicable Specifications and is suitable for its intended purpose. Thread-Craft assumes no liability for defects, non-conformances, or failures attributable to Customer-furnished material.

F. INSPECTION, ACCEPTANCE, AND NONCONFORMANCE REPORTING

F.1  Standard Inspection.  Thread-Craft will perform its standard in-process quality checks on all production work. Formal First Article Inspection (FAI) or detailed dimensional inspection with documentation is available upon request and will be quoted separately. For 3D-printed parts, no inspection paperwork is included unless separately quoted.

F.2  Customer Inspection Upon Receipt.  Customer shall inspect all delivered Goods promptly upon receipt for visible defects, shipping damage, dimensional nonconformances, and discrepancies against the applicable Order. Any such defects or discrepancies must be reported to Thread-Craft in writing within thirty (30) calendar days of the date of shipment (“Acceptance Period”). Written notice must specifically describe the defect or nonconformance with sufficient detail to allow Thread-Craft to investigate. Failure to provide written notice within the Acceptance Period shall constitute unconditional acceptance of the Goods as conforming with respect to defects discoverable upon reasonable inspection, and Thread-Craft shall have no further obligation with respect to such defects. Latent defects not reasonably discoverable upon receipt remain subject to the warranty terms set forth in Section G.

F.3  Nonconformance Resolution.  Upon timely receipt of a compliant nonconformance report, Thread-Craft shall investigate and, at its sole option, either: (i) re-machine or repair the nonconforming Goods at Thread-Craft’s expense; (ii) replace the nonconforming Goods; or (iii) issue a credit or refund for the affected Goods in exchange for their return. The foregoing constitutes Thread-Craft’s sole and exclusive obligation and Customer’s sole and exclusive remedy for nonconforming Goods. Thread-Craft shall not be liable for costs associated with installation, removal, downtime, or consequential losses arising from nonconforming Goods.

G. LIMITED WARRANTY

G.1  New Parts Warranty.  Thread-Craft warrants that Goods manufactured by Thread-Craft, when operated and maintained under the Customer’s design conditions and in accordance with applicable instructions, will be free from defects in workmanship and material for a period of one (1) year from the date first put into service by Customer, or three (3) years from the date of delivery to Customer, whichever is earlier.

G.2  Repair Work Warranty.  Thread-Craft warrants that Repair Work performed by Thread-Craft will be free from defects in workmanship for a period of ninety (90) days from the date the repaired item is returned to Customer (“Repair Warranty Period”), unless a different period is specified on the applicable quotation. This warranty applies solely to Thread-Craft’s workmanship and the materials or components supplied by Thread-Craft in connection with the Repair Work. It expressly does not warrant: (i) the condition, adequacy, or fitness of the underlying Customer-owned part or assembly; (ii) any portion of the item not affected by Thread-Craft’s Repair Work; or (iii) failures attributable to pre-existing conditions, Customer design, Customer-furnished materials, or use outside the rated or designed parameters.

G.3  Quick Fix Exclusion.  Where Thread-Craft has identified a particular repair as a “Quick Fix” in writing on the applicable quotation or work order, Thread-Craft expressly does not warrant the repair or any materials, products, or services provided in connection with that repair.

G.4  Warranty Remedy.  Thread-Craft’s entire liability and Customer’s exclusive remedy for any breach of warranty shall be, at Thread-Craft’s sole option: (i) repair or replacement of the defective Goods or Repair Work; or (ii) refund of the purchase price paid for the affected Goods or Repair Work. Transportation charges for the return of defective items accepted under warranty will be reimbursed by Thread-Craft. No warranty claim will be honored unless Customer provides written notice within the applicable warranty period.

G.5  Warranty Exclusions.  The warranties set forth herein shall not apply to defects or failures arising from: (i) misuse, neglect, accident, or unauthorized modification; (ii) use outside the design conditions or specifications provided by Customer; (iii) Customer-furnished material or design defects; (iv) normal wear and tear; or (v) storage, installation, or maintenance not in accordance with applicable instructions.

H. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN SECTION G, THREAD-CRAFT MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS, REPAIR WORK, OR SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN STATEMENT BY ANY EMPLOYEE OR REPRESENTATIVE OF THREAD-CRAFT SHALL CREATE ANY WARRANTY NOT EXPRESSLY CONTAINED HEREIN. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN THIS AGREEMENT.

I. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES

I.1  IN NO EVENT SHALL THREAD-CRAFT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME COSTS, OR DAMAGE TO PROPERTY BEYOND THE VALUE OF THE AFFECTED GOODS, WHETHER OR NOT THREAD-CRAFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

I.2  THREAD-CRAFT’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER UNDER OR IN CONNECTION WITH ANY ORDER, OR ARISING FROM THESE TERMS AND CONDITIONS, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO THREAD-CRAFT FOR THE SPECIFIC GOODS OR REPAIR WORK GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, THE THEORY OF LIABILITY, OR THE NUMBER OF CLAIMS.

J. CUSTOMER INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless Thread-Craft and its officers, directors, shareholders, employees, agents, successors, and assigns from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach by Customer of any representation, warranty, or obligation under this Agreement; (ii) the design, specification, or intended application of any Goods manufactured or repaired by Thread-Craft pursuant to Customer’s Specifications; (iii) any claim that Customer-furnished Specifications, or Goods manufactured in conformance therewith, infringe any patent, trademark, trade secret, copyright, or other intellectual property right of any third party; (iv) Customer’s use, installation, operation, or distribution of any Goods or repaired items; or (v) any product liability, personal injury, death, or property damage claim attributable to the design or intended use of the Goods.

K. CANCELLATION AND RESCHEDULING

Cancellation by Customer.  Orders accepted by Thread-Craft may not be cancelled by Customer without Thread-Craft’s prior written consent. In the event Thread-Craft consents to cancellation, Customer shall pay a cancellation charge equal to the greater of: (i) fifty percent (50%) of the total Order value; or (ii) all time, labor, material, and overhead costs incurred by Thread-Craft through the date of cancellation, plus a fifteen percent (15%) markup on such costs. Cancellation charges are due and payable within thirty (30) days of Thread-Craft’s issuance of a cancellation invoice.

L. FORCE MAJEURE

Thread-Craft shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, labor disputes, supply chain disruptions, material shortages, pandemics, or equipment failures not caused by Thread-Craft’s negligence. In the event of a force majeure condition, Thread-Craft shall notify Customer as soon as practicable and the affected delivery dates shall be extended by the duration of the delay. If a force majeure condition persists for more than ninety (90) days, either party may terminate the affected Order upon written notice without liability to the other party, except that Customer shall pay for all work completed and materials procured by Thread-Craft prior to termination.

M. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party’s non-public technical, commercial, and business information disclosed in connection with any Order and not to disclose such information to third parties without prior written consent, except as required by law or to fulfill obligations under this Agreement. This obligation survives termination of any Order for a period of three (3) years.

N. INTELLECTUAL PROPERTY

Thread-Craft retains all intellectual property rights in its manufacturing processes, methods, tooling, and know-how. Nothing in any Order or these Terms shall be construed as a license or transfer of Thread-Craft’s proprietary manufacturing processes or intellectual property to Customer.

O. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

O.1  Governing Law.  This Agreement and all Orders hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.

O.2  Jurisdiction and Venue.  Any legal action or proceeding arising out of or relating to this Agreement or any Order shall be brought exclusively in a state or federal court of competent jurisdiction located within the State of Michigan. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to venue or jurisdiction on the basis of inconvenient forum or otherwise.

O.3  Limitation on Actions.  Any claim or cause of action arising out of or relating to this Agreement or any Order must be commenced within one (1) year of the date on which the claimant knew or should have known of the facts giving rise to the claim, or the expiration of the applicable warranty period as set forth in Section G, whichever is earlier. Claims not commenced within this period are forever barred.

P. GENERAL PROVISIONS

P.1  Entire Agreement.  This Agreement, together with any applicable quotation and order acknowledgment issued by Thread-Craft, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings. No modification to this Agreement shall be binding unless made in writing and signed by an authorized officer of Thread-Craft.

P.2  Order of Precedence.  In the event of a conflict between these Terms and Conditions and any other document, the following order of precedence shall apply: (1) a signed custom agreement specifically negotiated between the parties; (2) Thread-Craft’s written quotation or order acknowledgment; (3) these Standard Terms and Conditions of Sale; and (4) Customer’s purchase order (Customer’s additional or conflicting terms are rejected).

P.3  Severability.  If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

P.4  Waiver.  No failure or delay by Thread-Craft in exercising any right or remedy shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any further or other exercise thereof.

P.5  Assignment.  Customer may not assign any Order or any rights or obligations hereunder without Thread-Craft’s prior written consent. Thread-Craft may assign this Agreement or any Order to a successor entity or affiliate without Customer’s consent.

P.6  Notices.  All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, certified mail, or email (with confirmation of receipt) to the addresses set forth in the applicable Order or quotation.

P.7  Headings.  Section headings are for convenience only and shall not affect the interpretation of this Agreement.

P.8  Electronic Signatures.  Electronic signatures, whether transmitted by DocuSign, email, or other electronic means, shall be deemed valid and binding to the same extent as original signatures for all purposes under this Agreement, consistent with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Michigan Uniform Electronic Transactions Act (UETA).

Questions regarding these Terms and Conditions should be directed to Thread-Craft management in writing.