Terms.

Customer Quote & Order Standard Terms and Conditions - Redwood Machine Works Inc. (RMW)

1. Our Contract consists only of what is written on the Quote letter, which includes its Face and these Terms. It does not include any other terms unless specifically agreed to in writing by a RMW authorized representative. Pricing is based on purchase of all items quoted.

2. Customer will have accepted and agreed to the Quote, including these Terms, upon the earlier of Customer’s signature of the Quote, Customer’s purchase order referencing the Quote, or Customer’s written request that RMW commence performance of the Quote.

3. Prior to Customer’s acceptance, the Quote is valid for thirty (30) days after its date.  At the end of the 30 days, any offer made by the Quote automatically terminates.  During the 30 day period RMW may revise or terminate the Quote if RMW has not yet received Customer’s acceptance.  Any lead time or date of completion or date of delivery is an estimate, dependent on workload when the order is released to manufacturing and other factors, and so is subject to change. 

4. Orders or Products accepted, released, or processed by RMW cannot be cancelled or returned without prior written approval by a RMW authorized representative on terms that compensate RMW for work performed and expenses incurred. 

   In addition, RMW reserves the right to cancel a project under the following circumstances: (a) Unforeseen circumstances arise that hinder project completion. (b) The customer fails to fulfill their obligations. (c) Significant changes in material costs, labor expenses, or market conditions that affect the profitability of the project, RMW reserves the right to reevaluate the terms and potentially cancel or renegotiate the project accordingly. (d) The project violates regulations or involves illegal activities.

   Written notice of project cancellation will be provided to the customer, specifying the reasons and any applicable refund or compensation. Payments made prior to project cancellation will be handled in accordance with these terms and conditions.

5. Applicable excise, sales, use and similar taxes shall be paid by the Customer.  Except as otherwise stated on the Quote, Customer shall pay the price set forth on the Quote within 30 calendar days from date of RMW invoice. Changes in and additions to the Product or other work not included on the Quote shall be on RMW’s time and materials basis.

6. RMW warrants that its Product will be free from defects in workmanship and materials for a period of 90 days from the date of the Product’s delivery.  For defects of which Customer gives RMW written notice during such 90 days, RMW will properly repair or replace the defect without charge to Customer. Any such replacement or repair shall be done at RMW’s shop, with Customer timely returning the Product to RMW’s shop at Customer's expense. RMW’s liability for defects in workmanship and materials, whether latent or otherwise, is limited to such replacement and repair. This express warranty is in lieu of all other warranties or guarantees of any kind, express or implied, arising by law, contract or otherwise, including but not limited to any warranty of merchantability, workmanlike service, workmanlike performance or fitness for a particular purpose.

7. RMW shall not be liable for any defects in the design of the Product, including not being liable for any lack of functionality.

8. RMW's aggregate cumulative liability shall in no event exceed the total price shown on the Quote.  In no event shall RMW be liable for any loss of profits or for any indirect, incidental, consequential, punitive, exemplary or special damages, whether foreseeable or not. 

9. Customer shall be responsible for timely delivery of Customer-provided material and equipment without delay or deficiency in quantity or quality. This includes Customer reimbursing RMW for any additional cost resulting from any failure to comply with the preceding sentence.

10. Customer shall identify to RMW any hazardous materials involved in the Product prior to RMW commencing work. Except as otherwise stated on the Quote, the price does not include any hazardous material handling, storage or disposal, and Customer shall pay any costs of same.

11. This Quote is governed by California law. If any portion of this Contract is determined invalid or unenforceable by a court of competent jurisdiction, then such portion shall be deemed severed to the extent of the invalidity or unenforceability, and the remainder of this Contract shall remain in full force and effect.  If Customer fails to pay any amount when due, Customer shall pay all reasonable collection agency charges, attorneys’ and experts’ fees and court costs incurred by RMW.

Supplier Purchase Order Standard Terms and Conditions - Redwood Machine Works Inc. (RMW)

1. Where specified on Redwood Machine Work’s (RMW) purchase order(s), the supplier must use RMW’s requirement(s) and specification(s).  In the event of nonconforming product/material the supplier is to contact RMW before shipping product.  Approval of a supplier nonconforming product/material must be obtained in writing by a RMW authorized representative before shipment.  

2. Further, the supplier is required to notify RMW of any changes to a product/services, change of suppliers, manufacturing location and to obtain written approval from a RMW authorized representative..  If not specified, the supplier must notify RMW of intended process specifications and/or any changes to previous process specifications.

3. RMW, their suppliers and regulatory authorities retain the right of access to all supplier facilities and applicable records.  All process/material records associated with the product must be maintained for no less than 7 years from date of delivery or date specified in PO.

4. RMW does not allow its suppliers to subcontract any product/service to a sub-tier supplier without RMW’s expressed written consent. Where services/product are subcontracted, supplier shall ensure flow down of RMW’s requirements.

5. RMW performs inspection activities to ensure that purchased product/service meet purchase requirements.  Packing slip with reference to Purchase Order Number must accompany each shipment.  Material which may be defective or not in accordance with quality specifications will be rejected.  When necessary, RMW may inspect or audit at the supplier’s facility.

6. Suppliers must provide a Mill Test Report (MTR), Mill Test Certificate (MTC), or Certificate of Conformance for all products.

7. Suppliers are responsible for the conformance of all supplies and services procured from every tier of their sub-suppliers, and must assure that the requirements of the purchase order/subcontract are in compliance. Documented evidence of sub-tier supplier control must be maintained and provided to RMW personnel if requested.

8. During performance of this order, the Supplier Quality Control/Inspection System and Manufacturing processes are subject to the review, verification, and analysis by the authorized government/customer representative(s).

9. RMW reserves the right to perform audits of a Supplier’s facility(s) for the purpose of determining capabilities with respect to quality and other aspects of manufacturing. Periodic audits may be made at the discretion of RMW at the Supplier facility(s) to determine compliance with contractual requirements.

10. All information provided with the purchase order is proprietary information. No part of this information shall be used for any purpose other than accomplishing order requirements without RMW’s written authorization.

11. By accepting the Purchase Order you are agreeing to these Terms and Conditions.  Redwood Machine Works’ Terms and Conditions supersede any other supplier purchase conditions.