Terms & Conditions

CG HILL AND SONS MANUFACTURING TERMS

ACCEPTING A QUOTE FOR THE MANUFACTURING OF A PART CONSTITUTES THE ACCEPTANCE OF THE MANUFACTURING AGREEMENT BY THE PURCHASER WITH THE FABRICATOR.

The following terms are the “Manufacturing Agreement” and apply between a Fabricator and a Purchaser with respect to any Order in the absence of Custom Manufacturing Terms.

A. Shipment Estimates. Quotes will contain an estimated date of shipment, calculated on the basis of the input data. The term of delivery generated by the online ordering system gives a preliminary indication of planned date of shipment though does not bind Fabricator in any way. The estimated shipment date is based on the working conditions applicable at the time the Order is concluded and on the punctual delivery of the materials ordered by Fabricator for the performance of the work. Should a delay rise for which Fabricator is not responsible, as a result of a change in the aforementioned working conditions or because materials ordered in time for the performance of the work are not delivered on time, the shipment date shall be extended as required and Fabricator will not liable for such delay.

B. Risk of Loss. Unless otherwise agreed, all sales of Parts shall be ex-works (Incoterms 2000). In the event that Purchaser requires delivery of the Parts otherwise than ex-works, Purchaser must contact Fabricator in order to detail its requirements. Fabricator, in its discretion, shall arrange the delivery requirements including, without limitation, transport insurance, the mode of transport and any special pack aging requirements. Fabricator reserves the right to vary the mode of transport if any regulations or other relevant considerations so require. All costs, taxes, duties and charges related to fulfilling any of Purchaser’s requests under this provision, shall be paid by Purchaser, unless otherwise agreed by both parties.

C. Limited Warranty; Remedy. Fabricator represents and warrants to the Purchaser (and not to any third party) that for a period of ten (10) business days following the delivery of the Part (the “Warranty Period”), that the Part shall conform to the Specifications for such Part. Fabricator’s entire liability and Purchaser’s exclusive remedies under this warranty shall be as follows: In the event Purchaser notifies Fabricator during the Warranty Period that the Part fails to comply with the applicable Specifications in all material respects, Fabricator will, as Purchaser’s sole and exclusive remedy, at Fabricator’s option either : (1) provide Purchaser a replacement Part that confirms to the Specifications or (2) refund the amount paid by Purchaser for the affected Part in exchange for the return of the non-conforming Parts at Fabricator’s sole cost and expense. No returns will be accepted by Fabricator unless Purchaser has notified Fabricator within the Warranty Period. If Purchaser fails to contact Fabricator within the Warranty Period, Fabricator shall have no further obligations with respect to such Part.

D. AS IS; DISCLAIMER. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, THE PARTS PROVIDED UNDER STANDARD MANUFACTURING TERMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. FABRICATORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATING TO THE PARTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PURCHASER FROM FABRICATOR OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL PURCHASERS.

E. Indemnification. Purchaser agrees to indemnify and hold harmless Fabricator and its officers, directors, shareholders, agents, licensees, employees, successors and assigns, from and against any and all damages, liabilities, awards, losses, costs and expenses including, without limitation, reasonable attorneys’ fees and court costs: (i) arising out of any breach by Purchaser of any undertaking, warranty, representation or agreement contained herein; (ii) arising out of a claim that a Part manufactured by the Fabricator pursuant to an order hereunder violates any law, regulation or ordinance; (iii) arising out of a claim with respect to the Part (whether arising out of product liability, strict liability, negligence or otherwise), including claims related to any injury, death or damage to any person or property caused by the Part; or (iv) arising out of any claim that any Specification, or Part made in compliance with the Specification, or the manufacturing of the Part, infringes upon or violates any patent, trade secret, copyright, trademark, service mark, right of publicity or other right of any third party.

F. Disclaimer of Certain Damages. FABRICATOR SHALL NOT IN ANY EVENT BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES OR FOR LOSS OF INCOME, BARGAIN, REVENUE, CONTRACTS, GOODWILL, USE, ENJOYMENT, TIME, DATA, OR ELECTRONICALLY TRANSMITTED ORDERS OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE, WHETHER OR NOT FABRICATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE PARTS, OR THE FAILURE TO PROVIDE THE PARTS IN COMPLIANCE WITH THE STANDARD MANUFACTURING TERMS; (2) THESE STANDARD MANUFACTURING TERMS; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, PARTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED UNDER THE STANDARD MANUFACTURING TERMS; OR (4) ANY OTHER MATTER RELATED TO THE PARTS OR STANDARD MANUFACTURING TERMS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

G. Cap on Liability. UNDER NO CIRCUMSTANCES WILL FABRICATOR BE LIABLE TO PURCHASER FOR MORE THAN THE GREATER OF (I) THE AMOUNT PAID BY PURCHASER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, OR (II) ONE HUNDRED DOLLARS ($100). CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO PURCHASER, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PURCHASER, AND PURCHASER MIGHT HAVE ADDITIONAL RIGHTS.

H. Payment Terms & Late Fees. Payment for all orders is due within [Net 30] days from the invoice date, unless otherwise agreed in writing. In the event that payment is not received by the due date, a late fee of 7% per month (or the maximum rate permitted by applicable law, whichever is lower) shall be applied to the outstanding balance. Late fees will accrue on a daily basis until the overdue amount is paid in full. Purchaser agrees to pay all late fees as part of the total amount owed.
If an account remains unpaid for 60 days beyond the due date, Fabricator reserves the right to suspend fulfillment of any outstanding or future orders until payment is received. In addition, Purchaser agrees to pay all reasonable collection costs, including legal fees, incurred in the recovery of outstanding amounts.

I. Tariff Fees. Customer shall be responsible for any applicable tariffs, duties, or import/export fees imposed by governmental authorities in connection with the purchase, shipment, or delivery of goods or services. Such tariff fees may be added to the invoice at the Company’s discretion and must be paid in accordance with the payment terms outlined herein. The Company reserves the right to adjust pricing or fees to reflect changes in tariffs or related costs, with prior notice to the Customer where feasible.

J. Order Cancellations & Modifications.
(1) Order Cancellation: Orders may be canceled by Purchaser only with prior written consent from Fabricator. If an order is canceled after production has commenced, Purchaser shall be responsible for all costs incurred up to the cancellation date, including materials, labor, and any non-recoverable expenses. Fabricator reserves the right to impose a cancellation fee of 10% of the order value, depending on the production stage at the time of cancellation.
(2) Order Modifications: Requests for modifications to an order must be submitted in writing as soon as possible. Fabricator will make reasonable efforts to accommodate modifications but does not guarantee acceptance. If modifications result in additional costs or delays, Purchaser shall be responsible for such costs and revised timelines.

K. Shipping Costs (Including Foreign Shipping)
(1) Unless otherwise agreed in writing, all shipping, handling, and delivery charges are the sole responsibility of the Purchaser. This includes, but is not limited to, freight charges, customs clearance fees, brokerage fees, packaging materials, duties, taxes, import/export fees, and any other shipping-related costs not explicitly included in the quote.
(2) For international shipments, Purchaser is solely responsible for complying with all applicable import/export regulations and for paying any additional costs associated with foreign delivery, including tariffs, duties, VAT, customs brokerage, and regulatory compliance fees. If Fabricator assists in coordinating international shipping, such costs will be invoiced separately and must be paid in accordance with the payment terms outlined herein.
(3) Fabricator shall not be responsible for delays, losses, or damages incurred during international or domestic transit arranged on behalf of the Purchaser by third-party carriers. Any issues with customs clearance or foreign port handling that result in delays or additional charges shall be borne entirely by the Purchaser.

L. Floor Space Rental Fees
(1) If any Parts, equipment, or assemblies related to an integration project remain on Fabricator’s premises after the integration portion of the project is complete, the Purchaser shall be subject to a monthly floor space rental fee. This fee covers storage, handling, and opportunity cost associated with occupied manufacturing or warehouse space.
(2) The floor space rental fee will be calculated based on the square footage occupied and shall be invoiced monthly at a rate of $1.50 per square foot, beginning 30 days after written notice is provided that the integration phase has been completed.
(3) If Purchaser fails to arrange for removal or shipment of the items within a reasonable timeframe, Fabricator reserves the right to assess continued rental charges or dispose of the items at Purchaser’s expense, following a 30-day written notice period.

M. Lead Time & Delivery Contingencies
(1) Quoted lead times and estimated delivery dates are contingent upon Fabricator’s receipt of all final and complete build prints, CAD models, specifications, and any other required technical documentation necessary to begin production. The lead time date will not begin until all such documentation has been received and formally approved by Fabricator.
(2) In the event Purchaser submits revised drawings, models, or specifications after the initial submission, Fabricator reserves the right to adjust the estimated delivery date and/or re-quote the project based on the scope of the changes. Any revisions may result in delays or additional charges, and Fabricator shall not be held responsible for any impact on delivery timing due to such changes.

N. Credit Card Processing Fees
(1) If Purchaser elects to pay any invoice by credit card, a processing fee of up to 4.0% may be applied to the total transaction amount to offset credit card merchant service charges. This fee will be clearly disclosed at the time of payment and added to the final amount due.
(2) This surcharge is assessed in accordance with Minnesota Statutes and applicable card network rules. The fee will not exceed the actual cost incurred by Fabricator for processing the credit card payment and shall not apply to payments made via ACH, wire transfer, or check.