M-COR INC.
TERMS AND CONDITIONS OF SALE
Effective Date: 07/04/2026 | Version: 7426_01
These Terms and Conditions of Sale (the “Terms”) govern the sale of products and related services, if any, by M-Cor Inc. (“M-Cor”) to the purchaser identified in M-Cor’s quotation, order acknowledgment, invoice, or other sales document (“Customer”). These Terms apply to commercial and business-to-business transactions. Customer represents that it is purchasing Products for business or commercial purposes and not for personal, family, or household use.
As used in these Terms, “Products” means all goods, parts, components, samples, prototypes, materials, tooling, and related services, if any, supplied or offered by M-Cor. “Agreement” means these Terms, M-Cor’s written quotation, M-Cor’s written order acknowledgment, M-Cor’s invoice, and any part-specific specifications expressly accepted by M-Cor in writing, subject to the order of precedence stated below.
1. CONTRACT FORMATION; CONDITIONAL ASSENT; REJECTION OF CUSTOMER TERMS
M-Cor’s quotation, order acknowledgment, shipment, invoice, or performance constitutes M-Cor’s offer to sell, or M-Cor’s acceptance of Customer’s offer to purchase, only on these Terms. M-Cor’s offer, acceptance, shipment, and performance are expressly conditional upon Customer’s assent to these Terms.
M-Cor expressly objects to and rejects all additional, different, inconsistent, or conflicting terms contained in Customer’s purchase orders, releases, forecasts, supplier manuals, quality agreements, nondisclosure agreements, purchasing terms, portal terms, online terms, click-through terms, general conditions, specifications, drawings, flow-down terms, end-customer requirements, scorecards, delivery documents, shipping documents, or other documents or communications, unless such terms are expressly accepted in a separate writing signed by an authorized officer of M-Cor.
Customer’s assent to these Terms shall be deemed to occur upon the earliest of: (a) Customer’s written or electronic confirmation; (b) Customer’s issuance of a purchase order after receipt of M-Cor’s quotation, order acknowledgment, invoice, or these Terms; (c) Customer’s acceptance, retention, use, resale, installation, assembly, commingling, or further processing of Products; (d) Customer’s payment of any M-Cor invoice; or (e) any other conduct recognizing the existence of a contract.
M-Cor’s shipment, performance, technical discussion, quality response, corrective-action participation, use of a Customer portal, administrative completion of onboarding forms, or continued business shall not constitute acceptance of Customer terms.
2. AUTHORITY TO MODIFY TERMS
No employee, salesperson, engineer, quality representative, customer-service representative, warehouse personnel, or agent of M-Cor has authority to accept, waive, amend, or modify these Terms unless expressly authorized in writing by M-Cor.
No modification, waiver, deviation, customer form, supplier manual, quality agreement, nondisclosure agreement, government-flowdown term, portal term, online term, or other term is binding on M-Cor unless contained in a separate writing signed by M-Cor’s President or another officer expressly designated in writing by M-Cor, and unless that writing expressly states that it overrides these Terms.
3. ORDER OF PRECEDENCE; ENTIRE AGREEMENT
Unless otherwise agreed in a separate writing signed by an authorized officer of M-Cor, the following order of precedence shall apply:
(1) any written M-Cor master supply, quality, or purchase agreement signed by an authorized officer of M-Cor that expressly states it overrides these Terms;
(2) these Terms;
(3) M-Cor’s written quotation;
(4) M-Cor’s written order acknowledgment;
(5) part-specific drawings, specifications, tolerance callouts, material requirements, inspection requirements, and special customer requirements expressly accepted by M-Cor in writing before order acceptance;
(6) M-Cor’s applicable published standards, manufacturing practices, inspection practices, tolerance documents, RMA documents, quality documents, qualifications, certifications, and webpages; and
(7) Customer’s purchase order, solely as to part number, quantity, requested delivery date, bill-to address, ship-to address, and price, but only to the extent accepted by M-Cor in writing.
Customer drawings, specifications, or technical documents may control only product-specific technical requirements expressly accepted by M-Cor in writing. They shall not override M-Cor’s legal, commercial, warranty, remedy, indemnity, audit, confidentiality, payment, limitation-of-liability, delivery, dispute-resolution, compliance, or regulatory terms.
The Agreement supersedes all prior or contemporaneous negotiations, quotations, communications, proposals, representations, and understandings regarding the Products, except as expressly preserved in a writing signed by an authorized officer of M-Cor.
4. PUBLISHED STANDARDS AND WEB-BASED DOCUMENTS
Customer acknowledges that M-Cor’s standards, terms and conditions, manufacturing information, tolerance documents, RMA documents, quality documents, qualifications, certifications, and related materials may be published on M-Cor webpages or supplied by M-Cor upon request.
Unless M-Cor states otherwise in writing, the applicable version of any M-Cor standard, webpage, qualification, certification, or published document shall be the version in effect as of the date of M-Cor’s quotation or order acknowledgment.
M-Cor may revise its published standards, webpages, qualifications, certifications, terms, and quality documents for future quotations and future orders. Revisions shall not apply retroactively to orders already accepted by M-Cor unless expressly agreed in writing by M-Cor.
5. QUOTATIONS; ORDER ACCEPTANCE; FORECASTS
All quotations are subject to change or withdrawal by M-Cor at any time before M-Cor issues a written order acknowledgment. Unless otherwise stated in the quotation, quotations expire thirty (30) days after issuance.
All Customer purchase orders are offers to purchase and are subject to acceptance by M-Cor. No order is binding unless and until accepted by M-Cor in writing. M-Cor may reject any order, specification, tolerance, inspection requirement, documentation requirement, delivery requirement, quality requirement, regulatory requirement, customer-specific requirement, or flow-down requirement that is not acceptable to M-Cor.
Any order accepted by M-Cor is accepted only on the terms stated in the Agreement. Forecasts, projections, schedules, blanket orders, capacity reservations, and planning releases are nonbinding unless expressly accepted by M-Cor in writing as firm purchase commitments.
M-Cor has no obligation to accept future orders, reserve capacity, maintain inventory, continue production, or continue supply unless expressly agreed in a separate writing signed by an authorized officer of M-Cor.
6. PRICES; TAXES; SURCHARGES
Prices are as stated in M-Cor’s quotation or order acknowledgment. Prices exclude all taxes, duties, tariffs, VAT, GST, customs charges, brokerage fees, freight, insurance, storage, packaging beyond M-Cor’s standard packaging, and governmental charges, all of which are Customer’s sole responsibility, except taxes measured solely by M-Cor’s net income.
Prices are based on raw material, labor, energy, freight, tariff, duty, currency, regulatory, and supplier costs existing as of the date of M-Cor’s quotation or order acknowledgment. If such costs increase before production, shipment, or completion, M-Cor may adjust pricing, add a surcharge, or require revised commercial terms. M-Cor shall provide reasonable support for material cost increases upon request where commercially practicable.
Clerical, typographical, mathematical, or administrative errors in quotations, acknowledgments, invoices, or other documents are subject to correction by M-Cor.
7. PAYMENT TERMS; CREDIT; NO SET-OFF; SECURITY
Unless otherwise stated in M-Cor’s invoice or order acknowledgment, invoices are issued at shipment and payment is due net thirty (30) days from invoice date. M-Cor may require advance payment, deposit, letter of credit, credit-card payment, or other payment assurance before accepting or performing any order.
Past due amounts shall accrue interest at one and one-quarter percent (1.25%) per month (15% per annum) or the maximum rate permitted by applicable law, whichever is lower. Customer shall reimburse M-Cor for all costs incurred in collecting past due amounts, including reasonable attorneys’ fees, collection-agency fees, and court costs.
Customer shall pay all invoices in full when due and shall not withhold, deduct, debit, back-charge, or set off any amount on account of any claim, dispute, alleged nonconformity, warranty claim, chargeback, or other matter. Any such claim must be pursued separately in accordance with these Terms.
Customer grants M-Cor a purchase money security interest and seller’s lien in the Products and all proceeds until all amounts owed to M-Cor are paid in full. Customer authorizes M-Cor to file UCC financing statements and other documents necessary or desirable to perfect or protect M-Cor’s security interest and irrevocably appoints M-Cor as Customer’s attorney-in-fact for such purpose.
For international transactions, Customer grants M-Cor the maximum security, retention-of-title, seller’s lien, reclamation, and equivalent rights permitted under applicable law until M-Cor receives full payment. Any such security or retention right is solely for payment security and shall not affect transfer of risk of loss, Customer’s import/export obligations, or Customer’s responsibility for the Products after delivery.
M-Cor may suspend shipment, delay performance, require advance payment, require adequate assurance of performance, or cancel unshipped orders if Customer fails to pay when due, exceeds credit limits, becomes insolvent, is subject to bankruptcy or similar proceedings, or otherwise gives M-Cor reasonable grounds for insecurity.
8. DELIVERY; TITLE; RISK OF LOSS; QUANTITIES
Unless otherwise stated in M-Cor’s quotation or order acknowledgment, delivery is Ex Works (Incoterms® 2020) M-Cor’s facility. Risk of loss passes to Customer when Products are made available to Customer or Customer’s carrier at M-Cor’s facility. Title passes to Customer upon such availability, subject to M-Cor’s security interest, retention-of-title, and payment rights described in these Terms.
If M-Cor arranges carriage, shipping, export paperwork, insurance, brokerage, or logistics at Customer’s request, M-Cor does so as Customer’s administrative accommodation and at Customer’s risk and expense. Such assistance shall not make M-Cor the importer of record, exporter of record, freight forwarder, customs broker, logistics provider, or party responsible for Customer’s regulatory obligations unless expressly agreed in writing by M-Cor.
Delivery dates are estimates only. M-Cor is not liable for any delay, and delay shall not be grounds for cancellation, rejection, chargeback, penalty, debit, cover purchase, or other claim. M-Cor may make partial shipments and invoice separately for each shipment.
Due to manufacturing variances, M-Cor may ship and invoice quantities within plus or minus ten percent (±10%) of the ordered quantity unless M-Cor expressly agrees otherwise in writing. The order shall be considered complete upon delivery of a quantity within such tolerance.
9. CANCELLATION; RESCHEDULING; LIQUIDATED DAMAGES
Orders are non-cancellable, non-returnable, and non-reschedulable once accepted by M-Cor, except with M-Cor’s prior written consent. Customer may not cancel, reschedule, delay, suspend, reduce, or modify an accepted order without M-Cor’s prior written consent.
If M-Cor consents to cancellation, rescheduling, delay, suspension, reduction, or modification, Customer shall pay all costs incurred by M-Cor, including raw materials, components, supplier commitments, work in process, finished Products, tooling, labor, engineering, testing, storage, administrative costs, and lost margin.
The parties acknowledge that M-Cor’s actual damages from cancellation, delay, rescheduling, or reduction are difficult to calculate with precision. Therefore, if M-Cor agrees in writing to cancellation, Customer shall pay liquidated damages, agreed to be a reasonable estimate of M-Cor’s damages and not a penalty, equal to the sum of: (a) the contract price of all finished Products; (b) the full cost of all raw materials and components purchased or committed by M-Cor; (c) the full cost of all work in process; (d) M-Cor’s lost profit margin on the cancelled portion of the order not represented by finished Products; and (e) any nonrecoverable engineering, testing, administrative, storage, supplier, or tooling costs.
Liquidated damages shall be calculated to avoid duplication of recovery and shall not exceed the total contract price of the cancelled order, without limiting M-Cor’s right to recover unpaid invoices, interest, collection costs, attorneys’ fees, or other amounts owed by Customer.
10. SPECIFICATIONS; TOLERANCE CALLOUTS; NO DEEMED ACCEPTANCE
Dimensional tolerance callouts are controlling quality requirements. M-Cor shall be bound only by nominal dimensions, tolerance callouts, material requirements, inspection requirements, measurement methods, documentation requirements, and acceptance criteria expressly stated in M-Cor’s quotation, M-Cor’s order acknowledgment, or another written document expressly accepted by M-Cor before order acceptance.
M-Cor shall not be bound by implied, undocumented, verbal, customer-internal, end-customer, portal-based, supplier-manual, quality-manual, or after-the-fact tolerance requirements. No requirement shall be deemed accepted by M-Cor merely because M-Cor issues a quotation, acknowledges an order, ships Products, participates in technical discussions, reviews Customer documents, responds to a quality issue, uses a Customer portal, or does not identify every deviation from Customer’s documents.
Customer is solely responsible for providing all applicable drawings, specifications, tolerance requirements, material requirements, inspection requirements, end-use requirements, end-customer requirements, regulatory requirements, and special quality requirements before quotation and order acceptance. M-Cor may rely on Customer-provided information without independent verification.
Where no part-specific tolerance, measurement method, inspection level, or acceptance standard is expressly called out and accepted by M-Cor in writing, M-Cor’s applicable published standards, applicable RMA documents, standard tolerance practices, standard manufacturing practices, and standard inspection practices shall control.
Products may not be rejected, debited, charged back, or made the subject of a corrective-action demand based on tolerances, measurement methods, inspection levels, specifications, drawing interpretations, supplier manuals, customer requirements, or end-customer requirements not expressly accepted by M-Cor in writing before order acceptance.
11. SPECIAL QUALITY REQUIREMENTS; QUALITY SYSTEM; CUSTOMER FLOW-DOWNS
Any requirement for tighter-than-standard tolerances, one-hundred-percent (100%) inspection, specialized metrology, first-article inspection, PPAP, VDA/PPF documentation, dimensional layouts, capability studies, control plans, special traceability, special packaging, special labeling, special certification, customer-specific reporting, regulatory reporting, customer portals, or other non-standard requirement must be submitted to M-Cor before quotation and must be expressly accepted by M-Cor in writing.
Such requirements are excluded unless expressly quoted and accepted by M-Cor. If accepted, such requirements may affect price, lead time, tooling, production scheduling, inspection method, sampling plan, documentation scope, and commercial terms.
M-Cor shall maintain a quality system consistent with its published qualifications, certifications, and normal business practices. M-Cor does not warrant compliance with any specific quality-system certification, customer manual, automotive standard, aerospace standard, medical standard, defense standard, environmental certification, zero-defect requirement, or end-customer requirement unless expressly stated in M-Cor’s quotation, certificate, or another written document signed by an authorized officer of M-Cor.
Any reference to continuous improvement, defect reduction, quality objectives, or zero-defect targets shall be deemed an operational objective only and not a warranty, guarantee, strict-liability obligation, or basis for rejection, debit, chargeback, or damages.
M-Cor does not accept Customer flow-down obligations, supplier manuals, end-customer manuals, quality agreements, audit requirements, record-retention requirements, corrective-action requirements, or program-specific obligations unless expressly accepted in a writing signed by an authorized officer of M-Cor.
12. MANUFACTURING AND INSPECTION PRACTICES
M-Cor shall manufacture, inspect, and supply Products in accordance with M-Cor’s accepted quotation, M-Cor’s order acknowledgment, applicable accepted specifications, applicable accepted tolerance callouts, applicable published standards, and M-Cor’s standard manufacturing and inspection practices.
Inspection methods may vary by product type, material, construction, size, manufacturing method, applicable standard, commercially reasonable inspection capability, and accepted order requirements. Inspection requirements applicable to one product, order, lot, program, or customer shall not apply to any other product, order, lot, program, or customer unless expressly accepted by M-Cor in writing.
M-Cor is not required to perform 100% inspection, specialized metrology, destructive testing, special sampling, additional dimensional reporting, special certificates, or customer-specific reporting unless expressly accepted by M-Cor in writing before order acceptance.
13. LABELING, PACKAGING, AND TRACEABILITY
M-Cor shall provide labeling, packaging, lot identification, batch identification, and traceability in accordance with M-Cor’s standard practices unless special requirements are expressly accepted by M-Cor in writing before order acceptance.
Direct part marking, customer-specific labels, barcodes, serialization, unique device identification, special packaging identification, or other special marking requirements apply only where technically feasible and expressly accepted by M-Cor in writing.
Customer is responsible for maintaining product identification, segregation, storage, chain of custody, and traceability after receipt of Products.
14. REGULATORY, ENVIRONMENTAL, GOVERNMENT, AND END-USE REQUIREMENTS
M-Cor shall provide regulatory, material, chemical, environmental, REACH, RoHS, SVHC, SCIP, conflict-minerals, country-of-origin, customs, domestic-content, or similar information only to the extent such information is applicable to the Products supplied, reasonably available to M-Cor, and expressly requested before quotation or otherwise agreed by M-Cor in writing.
M-Cor does not assume responsibility for Customer’s import, export, resale, market-placement, end-use, end-customer, government-contract, state-procurement, federal-procurement, public-procurement, domestic-content, environmental, chemical, or regulatory obligations unless expressly accepted in a writing signed by an authorized officer of M-Cor.
Customer is responsible for identifying the destination market, application, end use, regulatory classification, importer obligations, exporter obligations, customs requirements, end-customer requirements, government-contract requirements, state or federal procurement requirements, and legal requirements applicable to Customer’s use, resale, import, export, assembly, distribution, or placement of Products on any market.
M-Cor shall not be responsible for unsolicited reporting, database listing, regulatory registration, end-customer regulatory flow-down obligations, public procurement certifications, government-contract certifications, domestic-content certifications, or similar obligations unless expressly accepted in a writing signed by an authorized officer of M-Cor.
15. CUSTOMER-PROVIDED INFORMATION; REGULATED DATA; PORTALS
Customer shall not provide M-Cor with classified information, controlled unclassified information, export-controlled technical data, ITAR-controlled technical data, EAR-controlled technology, defense technical information, personal information other than ordinary business contact information, protected health information, payment-card data, cybersecurity-regulated data, government-sensitive data, or other regulated data unless M-Cor expressly agrees in advance in a writing signed by an authorized officer of M-Cor specifying the applicable controls and commercial terms.
Any unsolicited regulated data or controlled information provided by Customer is provided at Customer’s sole risk and shall not impose any security, cybersecurity, export-control, privacy, government-contract, or regulatory obligation on M-Cor beyond obligations that mandatorily apply by law. M-Cor may reject, delete, return, quarantine, or refuse to process such information.
M-Cor’s use of any Customer portal, electronic data interchange, vendor-management system, quality system, or online platform is administrative only. Portal terms, click-through terms, online terms, data-processing terms, cybersecurity terms, and system terms are rejected unless expressly accepted in a writing signed by an authorized officer of M-Cor.
16. CHANGES; SUBCONTRACTORS; SUPPLIERS
M-Cor shall notify Customer of material changes that M-Cor determines are reasonably likely to affect the fit, form, function, accepted specifications, accepted tolerances, product safety, or regulatory status of Products supplied to Customer under accepted orders.
Customer approval is not required for internal business changes, equipment changes, facility changes, supplier changes, sub-supplier changes, inspection changes, process improvements, material-source changes, logistics changes, or other changes that do not materially affect accepted written product requirements.
Customer has no right to control M-Cor’s internal processes, facilities, suppliers, sub-suppliers, tooling, equipment, test methods, inspection methods, or manufacturing decisions except to the extent expressly agreed in writing for a specific accepted order.
M-Cor may use suppliers, sub-suppliers, subcontractors, outside processors, test laboratories, warehouses, and logistics providers in its discretion. Customer has no direct audit, inspection, approval, control, or access rights with respect to M-Cor’s suppliers, sub-suppliers, subcontractors, outside processors, test laboratories, warehouses, or logistics providers.
17. AUDITS; QUALITY RECORDS; CORRECTIVE ACTION
M-Cor does not accept audit requirements, customer quality agreements, supplier manuals, corrective-action requirements, record-retention requirements, PPAP, VDA/PPF, first-article, special traceability, special reporting, or end-customer flow-down obligations unless expressly accepted in writing by M-Cor before order acceptance.
Any audit by Customer requires at least thirty (30) days’ prior written notice and M-Cor’s prior written approval. Audits shall be limited to records, processes, and areas directly related to Products supplied to Customer under accepted orders. Audits shall occur during normal business hours and shall not interfere with M-Cor’s operations.
M-Cor may restrict or deny access to protect trade secrets, proprietary information, customer confidential information, supplier confidential information, pricing, employee information, cybersecurity, safety, export-controlled information, legal privileges, and third-party obligations. Customer’s customers, competitors, consultants, auditors, or other third parties may not participate without M-Cor’s prior written consent. No photographs, video recordings, copies, electronic downloads, or removal of documents are permitted without M-Cor’s prior written consent.
M-Cor will review written complaints supported by sufficient samples, data, measurements, photographs, lot information, and accepted specifications. Corrective-action responses, including 3D, 4D, 5-Why, Ishikawa, 8D, or similar reports, shall be provided only where appropriate and only on a commercially reasonable schedule after M-Cor receives sufficient information to investigate.
M-Cor’s participation in any complaint, investigation, containment activity, corrective-action process, customer meeting, audit, or technical review shall not constitute an admission of liability, acceptance of Customer’s terms, acceptance of Customer’s measurement method, or agreement to pay any costs.
M-Cor shall maintain quality records in accordance with its standard record-retention practices, applicable law, and any specific record-retention requirement expressly accepted by M-Cor in writing before order acceptance. M-Cor is not required to maintain records for ten (10) years, make records available “at any time,” or provide internal quality records beyond its standard practices unless expressly agreed in writing by M-Cor. M-Cor may provide certificates, summaries, or other reasonable evidence in lieu of internal records.
18. INSPECTION; ACCEPTANCE; CLAIM REQUIREMENTS
Customer shall inspect all Products promptly upon receipt and before use, resale, installation, assembly, further processing, commingling, or delivery to Customer’s customer.
Any claim for visible or patent nonconformity must be submitted in writing within fifteen (15) business days after Customer’s receipt of Products. Any claim for latent nonconformity must be submitted in writing within ten (10) business days after discovery. In no event may any claim be asserted more than twelve (12) months after shipment unless expressly agreed in writing by M-Cor.
Any claim must include the part number, purchase order number, M-Cor invoice or acknowledgment number, lot or batch information, quantity affected, description of the alleged nonconformity, applicable accepted specification, measurement method, inspection results, photographs where applicable, and representative samples when requested by M-Cor.
Failure to provide timely and complete written notice constitutes acceptance of the Products and waiver of the claim. Use, resale, installation, assembly, modification, further processing, commingling, or failure to preserve samples or traceability constitutes acceptance of the affected Products, except for latent defects not reasonably discoverable before such use.
No Products may be returned without a valid Return Material Authorization (“RMA”) issued by M-Cor. Authorized returns must be shipped prepaid within ten (10) days of RMA issuance.
Products may not be rejected based on tolerances, measurement methods, inspection criteria, customer specifications, end-customer requirements, supplier manuals, or interpretations not expressly accepted by M-Cor in writing before order acceptance.
19. NONCONFORMING PRODUCT; EXCLUSIVE REMEDY
If M-Cor confirms that Products did not conform to accepted written specifications at the time of shipment, Customer’s sole and exclusive remedy shall be, at M-Cor’s option, repair, replacement, rework, credit, or refund of the purchase price paid for the affected Products.
With respect to o-rings, Customer’s sole and exclusive remedy is limited to, at M-Cor’s option, replacement of o-rings determined by M-Cor to be defective, credit, or refund of the purchase price paid for the affected o-rings.
No Product may be returned without M-Cor’s prior written authorization. M-Cor shall have a reasonable opportunity to inspect, test, and evaluate the affected Products before any remedy, debit, chargeback, replacement purchase, sorting, rework, field action, recall, customer accommodation, or other action is undertaken at M-Cor’s expense.
M-Cor shall not be responsible for sorting, rework, replacement, expedited freight, additional shifts, production downtime, line shutdowns, customer chargebacks, administrative charges, field costs, recall costs, penalties, debits, or other costs unless M-Cor expressly agrees in writing or such costs are finally determined to have been directly caused by M-Cor’s confirmed breach of accepted written product requirements.
20. LIMITED WARRANTY; DISCLAIMER
M-Cor warrants solely that, at the time of shipment, Products will conform to the specifications and tolerances expressly identified in M-Cor’s order acknowledgment or otherwise expressly accepted by M-Cor in writing before order acceptance. This warranty extends only to Customer and is non-transferable.
This warranty does not apply to any Product that has been modified, misused, mishandled, improperly installed, improperly stored, commingled, further processed, used outside accepted written specifications, used in an application not disclosed to and accepted by M-Cor, subjected to chemical, thermal, mechanical, environmental, or operating conditions outside accepted written specifications, or damaged as a result of Customer’s designs, specifications, instructions, installation, assembly, storage, handling, application, or end use.
With respect to o-rings, M-Cor shall have no obligation for o-rings found by M-Cor not to be defective or that have been subjected to misuse, improper installation, improper storage, chemical or thermal exposure outside accepted specifications, alteration, further processing, commingling, or normal wear.
DISCLAIMER: THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. M-COR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO AFFIRMATION, REPRESENTATION, DESCRIPTION, SAMPLE, MODEL, TECHNICAL ADVICE, QUALITY RESPONSE, CORRECTIVE ACTION, OR COURSE OF CONDUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER PRODUCTS ARE SUITABLE FOR CUSTOMER’S APPLICATION, ENVIRONMENT, ASSEMBLY, INSTALLATION, RESALE, CUSTOMER REQUIREMENTS, END-CUSTOMER REQUIREMENTS, AND END USE.
21. LIMITATION OF LIABILITY
IN NO EVENT SHALL M-COR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF PRODUCTION, LINE-DOWN CHARGES, CUSTOMER CHARGEBACKS, RECALL COSTS, FIELD COSTS, ADMINISTRATIVE CHARGES, DAMAGE TO REPUTATION, OR CLAIMS OF CUSTOMER’S CUSTOMERS, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, INDEMNITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
M-COR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY PRODUCT, QUOTATION, ORDER, SHIPMENT, SERVICE, QUALITY ISSUE, OR CLAIM SHALL NOT EXCEED THE LESSER OF: (A) TWENTY-FIVE THOUSAND DOLLARS ($25,000); OR (B) THE AMOUNT PAID BY CUSTOMER TO M-COR FOR THE SPECIFIC AFFECTED PRODUCTS GIVING RISE TO THE CLAIM.
THE EXCLUSION OF CONSEQUENTIAL DAMAGES IS AN INDEPENDENT CONTRACTUAL PROVISION AND SHALL APPLY EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This limitation does not limit M-Cor’s affirmative rights to recover the purchase price, liquidated damages, interest, collection costs, attorneys’ fees, or other amounts owed by Customer.
The limitations in this Section apply to the maximum extent permitted by law but shall not apply to liability resulting from M-Cor’s fraud, willful injury to the person or property of another, or violation of law to the extent such liability cannot be limited by contract.
22. TOOLING; TEST EQUIPMENT; CUSTOMER PROPERTY
Unless otherwise agreed in a separate writing signed by an authorized officer of M-Cor, all tooling, fixtures, molds, patterns, dies, gauges, programs, software, process designs, and manufacturing aids developed, designed, modified, or procured by M-Cor to produce Products remain the sole and exclusive property of M-Cor, regardless of any tooling charges, engineering charges, setup charges, or nonrecurring charges paid by Customer.
M-Cor may modify, repair, replace, maintain, scrap, relocate, or dispose of M-Cor-owned tooling in its discretion. Customer acquires no ownership, possession, license, access, inspection, or control rights in M-Cor tooling unless expressly agreed in writing by M-Cor.
Any Customer-provided tooling, test equipment, gauges, fixtures, materials, samples, drawings, or other property must be separately accepted by M-Cor in writing. Customer retains risk of loss for Customer-provided property except to the extent loss is caused by M-Cor’s gross negligence or willful misconduct. Customer is responsible for maintenance, calibration, suitability, insurance, repair, replacement, and return costs unless M-Cor expressly agrees otherwise in writing.
Customer-provided property not used for twelve (12) months, or not retrieved within sixty (60) days after M-Cor’s written request, may be deemed abandoned and may be disposed of by M-Cor without liability.
23. CONFIDENTIALITY; INTELLECTUAL PROPERTY; KNOW-HOW; NO REVERSE ENGINEERING
Each party shall protect the other party’s confidential information using reasonable care for a period of five (5) years from disclosure. Trade secrets shall be protected for so long as they remain trade secrets under applicable law.
Confidential information must be marked confidential or, if disclosed orally or visually, identified as confidential at the time of disclosure and confirmed in writing within ten (10) business days. Confidential information does not include information that is publicly available, already known without restriction, independently developed without use of the disclosing party’s confidential information, lawfully received from a third party, required to be disclosed by law, or retained in routine backups, archives, compliance records, or quality records. The existence of a business relationship between M-Cor and Customer is not confidential unless expressly agreed in writing by M-Cor.
Each party retains all rights in its pre-existing intellectual property, trade secrets, know-how, processes, designs, drawings, specifications, technology, materials knowledge, supplier relationships, manufacturing methods, inspection methods, tooling concepts, and proprietary information. No license, assignment, transfer, or ownership right is granted except as expressly necessary to perform an accepted order.
M-Cor retains all rights in its manufacturing methods, inspection methods, materials knowledge, process knowledge, technical know-how, standard products, improvements, and independently developed technology. Nothing in these Terms restricts M-Cor from manufacturing, improving, developing, sourcing, marketing, or selling products for itself or others, provided M-Cor does not misuse Customer’s protected confidential information.
General knowledge, skills, experience, ideas, and know-how retained in unaided memory shall not be restricted.
Customer shall not reverse engineer, disassemble, copy, reproduce, analyze, test for composition, or attempt to derive M-Cor products, samples, materials, designs, tooling, processes, or technical information except as expressly authorized by M-Cor in writing.
24. CUSTOMER DESIGN, SPECIFICATIONS, USE, AND INDEMNITY
Customer is solely responsible for Customer’s drawings, specifications, tolerances, designs, applications, materials selected by Customer, end uses, end-customer requirements, instructions, and representations. M-Cor is not responsible for determining whether Products are suitable for Customer’s application, environment, assembly, installation, resale, regulatory requirements, end-customer requirements, or end use unless expressly agreed in writing by M-Cor.
Customer represents and warrants that Customer owns or has the right to use and provide all drawings, specifications, designs, samples, tooling, technical information, and instructions supplied to M-Cor, and that M-Cor’s compliance with them will not infringe or misappropriate any third-party rights.
Customer shall defend, indemnify, and hold harmless M-Cor and its officers, directors, employees, agents, affiliates, suppliers, and representatives from and against all claims, damages, losses, costs, expenses, liabilities, penalties, recalls, field actions, customer claims, and attorneys’ fees arising out of or relating to: (a) Customer’s use, resale, installation, assembly, modification, testing, further processing, or incorporation of Products into other goods; (b) M-Cor’s compliance with Customer’s drawings, designs, specifications, tolerances, materials, instructions, samples, tooling, or requirements; (c) Customer’s failure to provide complete and accurate requirements before quotation or order acceptance; (d) Customer’s application, environment, end use, end-customer requirements, or market-placement obligations; (e) Customer’s warranties, representations, or commitments to its customers that exceed M-Cor’s written warranty; (f) Customer’s violation of any applicable law or regulation; (g) Customer’s import, export, regulatory, environmental, chemical, customs, government-contract, or end-use obligations; (h) Customer’s failure to inspect, segregate, preserve, or maintain traceability of Products; or (i) any claim not caused by M-Cor’s confirmed breach of accepted written product requirements.
25. COMPLIANCE WITH LAWS; EXPORT, SANCTIONS, IMPORT, AND ANTI-CORRUPTION
Each party shall comply with mandatory laws applicable to that party. Nothing in these Terms requires M-Cor to violate any federal, state, local, or foreign law, regulation, order, sanction, export-control requirement, import-control requirement, or governmental restriction.
Customer represents and warrants that it is in compliance with all laws applicable to Customer’s purchase, import, export, re-export, resale, distribution, use, application, and transfer of Products, including applicable trade, customs, sanctions, export-control, import-control, anti-bribery, anti-corruption, anti-money-laundering, forced-labor, human-trafficking, environmental, chemical, and end-use laws.
Customer shall not use, export, re-export, resell, transfer, distribute, or provide Products to any person, entity, destination, vessel, aircraft, end use, or end user in violation of applicable law, including the Export Administration Regulations, International Traffic in Arms Regulations, and U.S. economic sanctions administered by the Office of Foreign Assets Control. Customer shall not cause M-Cor to participate in or facilitate any unlawful export, re-export, transfer, boycott, prohibited end use, or sanctioned transaction.
Customer shall provide all information M-Cor reasonably requests for export, sanctions, customs, tax, end-use, and compliance screening. M-Cor may refuse, suspend, or cancel any transaction if M-Cor determines, in its sole discretion, that the transaction may involve legal, regulatory, sanctions, export-control, reputational, payment, or compliance risk.
Customer shall indemnify M-Cor for any breach of this Section and for any claim, penalty, investigation, detention, seizure, delay, cost, or loss arising from Customer’s import, export, re-export, transfer, end-use, customer, destination, regulatory, or compliance obligations.
26. NO GOVERNMENT, FEDERAL, STATE, OR REGULATED FLOW-DOWN OBLIGATIONS
M-Cor does not accept any federal, state, local, government-contract, public-procurement, defense, aerospace, automotive, medical, nuclear, safety-critical, cybersecurity, data-security, domestic-content, country-of-origin, Buy America, Buy American, Berry Amendment, FAR, DFARS, agency-specific, grant-funded, customer-specific, or end-customer flow-down obligation unless expressly accepted in a writing signed by an authorized officer of M-Cor.
Customer shall not represent that Products comply with, are certified under, or are suitable for any government, defense, aerospace, automotive safety, medical, nuclear, life-support, critical infrastructure, hazardous-use, regulated-use, or public-procurement requirement unless M-Cor expressly accepts that requirement in writing before order acceptance.
Any voluntary certification, representation, disclosure, or compliance document requested by Customer must be submitted before quotation and must be expressly accepted by M-Cor in writing. M-Cor’s provision of general commercial, quality, regulatory, or material information is not an acceptance of government, federal, state, public-procurement, or end-customer obligations.
27. FORCE MAJEURE; ALLOCATION
M-Cor shall not be liable for delay or failure to perform caused by events beyond M-Cor’s reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor shortage, labor dispute, supplier delay, material shortage, transportation delay, utility interruption, equipment failure, cyber incident, governmental action, embargo, export restriction, import restriction, sanctions, tariffs, customs delays, port delays, or other circumstances beyond M-Cor’s reasonable control.
M-Cor’s time for performance shall be extended for the period of delay and for a reasonable period thereafter. M-Cor may allocate available supply, production capacity, materials, and inventory among customers in its discretion.
28. SUSPENSION AND TERMINATION
M-Cor may suspend performance, suspend shipment, cancel unshipped orders, or terminate any order if Customer fails to pay amounts when due, refuses to accept these Terms, requests terms not accepted by M-Cor, becomes insolvent, is subject to bankruptcy or similar proceedings, fails to provide adequate assurance of performance, presents compliance or sanctions risk, or materially breaches the Agreement.
Termination, cancellation, or completion of any order shall not affect Customer’s obligation to pay amounts owed, M-Cor’s remedies, or any provisions that by their nature should survive.
29. GOVERNING LAW; VENUE; CISG; LIMITATIONS PERIOD
The Agreement and all transactions between M-Cor and Customer are governed by the laws of the State of Montana, USA, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to the Agreement, any Product, quotation, order, shipment, invoice, service, quality issue, or transaction between the parties shall be brought exclusively in the state or federal courts located in Helena, Montana, USA. Customer irrevocably consents to personal jurisdiction and venue in those courts and waives any objection to jurisdiction, venue, forum non conveniens, or inconvenient forum.
Notwithstanding the foregoing, M-Cor may bring an action for collection, injunctive relief, protection of intellectual property, protection of confidential information, enforcement of payment obligations, or preservation of security interests in any court of competent jurisdiction.
To the maximum extent permitted by law, any action by Customer arising out of or relating to the Agreement, any Product, quotation, order, shipment, service, or quality issue must be commenced within one (1) year after the cause of action accrues. No claim period shall be extended by repair, replacement, rework, credit, refund, investigation, corrective-action participation, audit, settlement discussion, or continued business.
30. MISCELLANEOUS
No Waiver. No waiver shall be effective unless in writing and signed by an authorized officer of M-Cor. No failure or delay in exercising any right shall operate as a waiver. No waiver of any breach shall be deemed a waiver of any other or later breach.
Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent as closely as possible.
Assignment. Customer may not assign, delegate, or transfer the Agreement, any order, or any rights or obligations without M-Cor’s prior written consent, and any attempted assignment in violation of this provision is void. M-Cor may assign the Agreement, any order, or any right to payment to an affiliate, successor, purchaser of assets, lender, or financing party without Customer’s consent.
Notices. Notices to M-Cor must be in writing and delivered to M-Cor Inc., 3405 Byron Road, Helena, Montana 59602, USA, or to such other address as M-Cor designates in writing. Email notices are effective only if sent to an address expressly designated by M-Cor for legal notices.
No Third-Party Beneficiaries. The Agreement is solely for the benefit of M-Cor and Customer. No customer of Customer, end user, government agency, regulator, insurer, supplier, subcontractor, or other third party has any rights under the Agreement.
No Contra Proferentem. The Agreement shall be interpreted as if jointly drafted by sophisticated commercial parties, and no rule of construction shall apply against M-Cor as drafter.
Headings. Headings are for convenience only and do not affect interpretation.
Survival. Provisions regarding payment, security interests, cancellation, liquidated damages, inspection, warranty disclaimer, exclusive remedies, limitation of liability, tooling, confidentiality, intellectual property, indemnity, compliance, dispute resolution, governing law, and any other provisions that by their nature should survive shall survive completion, expiration, termination, or cancellation.
Entire Agreement; Amendments. The Agreement is the entire agreement between M-Cor and Customer regarding the Products and may be modified only by a writing signed by an authorized officer of M-Cor. No Customer document, usage of trade, course of dealing, course of performance, shipment, performance, technical assistance, quality response, audit, corrective action, portal activity, or administrative communication shall amend these Terms.
END OF TERMS AND CONDITIONS OF SALE