Evergreen Machining Services Terms and Conditions

“Buyer” means the entity purchasing goods or services from Evergreen Machining Services.
“Seller” means Evergreen Machining Services.
“Products” means all goods, parts, and services provided by Seller.

These Terms and Conditions exclusively govern all sales and transactions. Seller hereby expressly rejects any additional or conflicting terms contained in Buyer’s purchase order, RFQ, or other documents.

Buyer’s acceptance of Seller’s quotation, issuance of a purchase order, or acceptance of delivery shall constitute irrevocable acceptance of these Terms.

All quotations are non-binding until accepted by Seller in writing. Prices are based on current costs of materials, labor, and overhead. Seller reserves the right to adjust pricing due to:

• Raw material cost increases
• Tariffs or duties
• Supply chain disruptions
• Labor or energy cost increases

Any such adjustments shall be enforceable upon notice to Buyer.

ALL ORDERS ARE FINAL, NON-CANCELLABLE, AND NON-TERMINABLE UPON ACCEPTANCE BY SELLER.

Buyer acknowledges that Products are custom-engineered, made-to-order components requiring substantial upfront investment in:

• Engineering and programming
• Tooling and fixturing
• Material procurement
• Production scheduling

Accordingly:

• Buyer waives any right to cancel, suspend, or terminate an order for convenience or otherwise.
• Any attempted cancellation shall constitute a material breach of contract.
• In the event of breach, Seller shall be entitled to immediate recovery of:
  • 100% of contract price, or
  • All incurred and committed costs plus lost profits, whichever is greater

Seller’s remedies are cumulative and in addition to any rights available under Illinois law.

• All delivery dates are estimates only, not guarantees.
• Seller shall not be liable for delays caused by production constraints, material shortages, subcontractors, logistics providers, or other factors beyond reasonable control.
• Buyer expressly agrees that no late delivery penalties, back charges, liquidated damages, or offset claims shall apply under any circumstances.

Any contractual provision from Buyer attempting to impose such penalties is void and unenforceable.

All shipments are FOB Seller’s facility unless otherwise agreed. Risk of loss transfers to Buyer upon delivery to carrier.

• Payment terms: Net 30 days from invoice date unless otherwise agreed.
• Past due balances accrue interest at 5% per month  or the maximum allowed by law.
• Seller may suspend work, shipments, or future orders if Buyer is delinquent.
• Buyer shall be liable for all costs of collection, including attorney fees and court costs.

All tooling, CNC programs, fixtures, process designs, and manufacturing methods developed by Seller are:

• Confidential and proprietary
• The exclusive property of Seller, regardless of any charges billed

Buyer acquires no ownership or transfer rights to such assets.

Non-recurring engineering (NRE) charges cover design, programming, setup, tooling, and process development. Seller reserves the right to apply additional charges for revisions or rework at its sole discretion.

No changes to specifications, quantities, or delivery schedules are valid unless approved in writing by Seller.

Approved changes may result in:

• Price increases
• Extended lead times
• Additional engineering charges

Buyer assumes all risk and responsibility for supplied materials, including:

• Quality and compliance
• Quantity sufficiency (including scrap allowance)
• Timely delivery

Seller shall not be liable for defects, delays, or costs resulting from such materials.

Seller shall not be liable for failure or delay due to causes beyond its reasonable control, including but not limited to:

• Acts of God
• Supply chain disruptions
• Labor shortages
• Equipment failure
• Government actions

Performance shall be suspended during such events without liability.

• Buyer must inspect Products upon receipt.
• All claims must be submitted in writing within 30 days.
• Use, modification, or integration of Products constitutes acceptance and waiver of claims.

Returns require prior written authorization.

Seller’s sole obligation is limited to repair or replacement of nonconforming Products.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Seller shall not be liable for:

• Lost profits
• Production downtime
• Business interruption
• Indirect, incidental, or consequential damages

This limitation applies regardless of legal theory.

Seller warrants only that Products conform to agreed specifications.

ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, including:

• Merchantability
• Fitness for a particular purpose

Buyer shall indemnify and hold Seller harmless from all claims arising out of:

• Buyer’s use or resale of Products
• Design specifications provided by Buyer
• Integration into Buyer’s systems

In the event of Buyer default, Seller shall have the right to:

• Cancel pending orders
• Declare all outstanding balances immediately due
• Pursue all legal and equitable remedies

This Agreement shall be governed by the laws of the State of Illinois.

All disputes shall be resolved exclusively in state or federal courts located in Northern Illinois, and Buyer consents to such jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement and supersede all prior communications.

No modification shall be valid unless in writing and signed by Seller.

Buyer expressly acknowledges and agrees:

• Orders are non-cancellable and non-refundable after acceptance
• Delivery dates are estimates only
• No late delivery penalties apply
• Products are custom-manufactured with significant upfront cost and risk

Buyer further acknowledges that these Terms are a material condition of sale.