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Version 1.3 | Effective October 11, 2025
These Ordering Terms and Conditions ("Terms") govern all quotations, purchase orders, order acknowledgments, and sales of goods by AMC Composites ("AMC") to its customers ("Client").
AMC's quotations are offers subject to the terms stated therein and these Terms. A quotation does not constitute acceptance of a purchase order or a commitment to begin work until AMC provides written order acknowledgment or otherwise expressly accepts the order in writing.
The quotation, these Terms, AMC's written order acknowledgment, and any specifications or drawings expressly accepted by AMC constitute the agreement between AMC and the Client for the applicable order ("Agreement").
If the Agreement contains conflicting provisions, the following order of precedence applies: (1) any expressly negotiated terms signed by authorized representatives of both parties; (2) AMC's quotation and written order acknowledgment, with the more specific provision controlling over a general provision where applicable; (3) these Terms; and (4) technical drawings and specifications accepted by AMC, solely with respect to technical requirements.
Any additional or conflicting terms contained in a Client purchase order, acknowledgment, supplier portal, or other document are expressly rejected unless AMC specifically accepts those terms in a separate writing signed by an authorized AMC representative. Commencement of performance, shipment, or other conduct by AMC shall not, by itself, constitute acceptance of such additional or conflicting terms.
Payment terms shall be as stated in AMC's quotation or written order acknowledgment. The Client is responsible for all applicable sales, use, excise, and similar taxes pertaining to their order.
AMC reserves the right to charge interest on past-due invoices at the maximum rate permitted by applicable law.
AMC may suspend production, procurement, delivery, or other performance if any undisputed amount owed by the Client remains past due. Any resulting delay shall entitle AMC to a reasonable extension of the applicable schedule and recovery of reasonable additional costs resulting from the suspension, to the extent permitted by law.
For batch orders, the full order amount is due on a Cash Before Shipping (CBS) basis before AMC ships the first batch, unless AMC expressly agrees otherwise in writing. Payment of the full order amount before the first shipment does not alter any agreed delivery schedule for subsequent batches.
AMC may require deposits or progress payments for custom tooling, material procurement, engineering, or production, as specified in the applicable quotation or order acknowledgment.
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AMC requires the Client's written approval of all applicable drawings before AMC begins mold design or other tooling design work. The Client is responsible for reviewing and approving the accuracy, completeness, and suitability of its designs, drawings, specifications, and other technical information, except to the extent AMC expressly agrees in writing to assume responsibility for specific engineering or design requirements.
AMC's review of Client-supplied information does not transfer responsibility for the Client's design to AMC unless expressly agreed in writing.
Changes to quantities, specifications, drawings, materials, delivery requirements, or other order terms require AMC's prior written approval.
AMC may adjust pricing, delivery schedules, and other applicable terms to account for approved changes, delays, rework, material commitments, or additional costs resulting from the Client's requests or from incomplete, inaccurate, or late information supplied by the Client.
AMC is not obligated to implement a requested change until the parties have agreed in writing to any resulting price and schedule adjustments.
Orders for custom-manufactured goods, tooling, or other made-to-order items may not be cancelled or refunded without AMC's prior written consent.
If AMC agrees to a cancellation, the Client shall be responsible for costs and commitments incurred through the effective cancellation date, including completed work, engineering, tooling, materials purchased or committed, work in process, supplier cancellation charges, and other reasonable costs directly resulting from the order, together with any applicable amounts due under the agreed pricing terms.
Any cancellation charges shall account for amounts already paid and shall not exceed the amounts recoverable under applicable law or the parties' written agreement. Any refund, if applicable, shall be determined after accounting for the amounts properly due.
AMC may suspend or terminate an order for material breach by the Client, including failure to make required payments, subject to applicable law and any contractual notice or cure requirements. The parties' rights and obligations following suspension or termination shall be governed by the Agreement and applicable law.
Unless otherwise expressly agreed in writing, AMC retains ownership of all molds, patterns, fixtures, jigs, tooling, and related manufacturing aids developed, purchased, or used by AMC in connection with an order, including tooling costs included in the quoted price.
Payment by the Client for engineering, tooling design, or tooling fabrication does not, by itself, transfer ownership of the tooling to the Client.
AMC is responsible for the storage and routine maintenance of tooling owned by AMC. Any special storage, maintenance, repair, refurbishment, or modification requirements, including associated costs, shall be agreed upon in writing.
If the parties agree in writing that specific tooling will be owned by the Client, the applicable agreement shall identify the tooling covered, ownership transfer conditions, storage and maintenance responsibilities, and any arrangements for access, release, or transfer of the tooling.
Tooling specifically manufactured for the Client’s use and separately quoted by AMC shall become the Client’s property upon payment in full of all amounts due for such tooling.
Delivery dates and lead times are estimates unless AMC expressly guarantees a specific date in writing. Schedules may be adjusted due to approved order changes, Client delays, late approvals, material availability, equipment availability, or other circumstances affecting production.
AMC shall notify the Client of material schedule changes when reasonably practicable.
Unless different shipping terms are expressly stated in AMC's quotation or written order acknowledgment, title to and risk of loss for finished goods pass to the Client upon delivery of the goods to the carrier at AMC's facility.
The Client is responsible for providing accurate shipping instructions and any required delivery information. Shipping terms expressly agreed upon in the quotation or order acknowledgment shall control over this default provision.
The Client shall inspect each shipment promptly upon receipt.
Claims for shortages, shipping damage, or other visible nonconformities must be submitted to AMC in writing within ten (10) business days after receipt. The notice must reasonably identify the affected goods and describe the claimed issue.
Latent manufacturing defects that could not reasonably have been identified during the initial inspection shall be handled in accordance with the warranty provisions in Section 6.
The Client shall preserve affected goods and packaging and provide reasonable supporting documentation, including photographs where appropriate, to allow AMC to investigate the claim.
AMC warrants that, at delivery, goods manufactured by AMC will materially conform to the specifications expressly accepted by AMC in writing.
Unless a different warranty period is expressly stated in AMC's quotation or written order acknowledgment, the warranty period is ninety (90) days from delivery.
The Client must notify AMC in writing of a suspected warranty defect within the applicable warranty period, providing a reasonable description of the defect and supporting information. AMC shall be given a reasonable opportunity to inspect and evaluate the affected goods before repair, replacement, or other corrective work is undertaken, except where immediate action is reasonably necessary to prevent injury or additional damage.
This warranty does not apply to defects, damage, or nonconformities resulting from:
For a valid warranty claim, AMC's obligation and the Client's exclusive remedy shall be, at AMC's option, repair of the affected goods, replacement of the affected goods, or refund of the price paid to AMC for the affected goods.
Any remedy shall be subject to reasonable verification of the claim and the limitations imposed by applicable law. No repaired or replacement goods shall carry a warranty period shorter than any remaining portion of the original applicable warranty period, unless otherwise agreed in writing or permitted by law.
Except for warranties expressly stated in the Agreement and to the maximum extent permitted by law, AMC disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.
To the maximum extent permitted by applicable law, AMC shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages arising from or related to an order, including lost profits, lost revenue, loss of use, business interruption, production downtime, or costs associated with substitute goods or manufacturing.
To the maximum extent permitted by applicable law, AMC's aggregate liability arising from or related to an order, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the amount paid or payable to AMC for the specific goods giving rise to the claim.
These limitations apply regardless of whether AMC has been advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
AMC shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, labor disruptions, transportation interruptions, cyberattacks, utility failures, governmental actions, material or component shortages, supplier disruptions, or other comparable events beyond AMC's reasonable control.
AMC's affected performance obligations shall be suspended for the duration of the event and its reasonable effects, and applicable delivery schedules shall be extended accordingly.
AMC shall notify the Client of a material force majeure event when reasonably practicable and shall take commercially reasonable steps to resume performance.
If a force majeure event materially prevents performance for an extended period, the parties shall work in good faith to determine an appropriate course of action for the affected order, including reasonable schedule adjustments or cancellation of affected work by written agreement, subject to payment for completed work, nonrecoverable commitments, and other amounts properly due under the Agreement and applicable law.
By placing an order with AMC, the Client acknowledges that it has received, reviewed, and agrees to these Ordering Terms and Conditions, together with the applicable quotation and any written order acknowledgment issued by AMC.
The Client is responsible for reviewing these Terms before placing an order and raising any questions or objections before order placement. Any proposed exceptions or modifications to these Terms must be expressly accepted in writing by an authorized AMC representative.
AMC's acceptance of an order is subject to these Terms and the applicable written quotation or order acknowledgment, as provided in Section 1.
