Terms of Service & Agreement

1 Introduction & Acceptance

Welcome to MetalCore Manufacturing ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our manufacturing services, website, and related platforms (collectively, the "Services").

By accessing, browsing, or using any of our Services — including submitting requests for quotation (RFQs), placing orders, or entering into manufacturing agreements — you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms, together with any quoted prices, work orders, purchase orders, and our Privacy Policy, constitute the entire agreement between you and MetalCore Manufacturing regarding our Services. In the event of any conflict between these Terms and any other document, the most recently dated document shall prevail unless otherwise stated.

MetalCore Manufacturing reserves the right to modify these Terms at any time. Material changes will be communicated via email or a notice on our website. Your continued use of our Services after any such modifications constitutes your acceptance of the updated Terms.

2 Description of Services

MetalCore Manufacturing provides a range of precision manufacturing services, which may include but are not limited to:

• CNC Machining: Computer numerical control machining including 3-axis, 4-axis, and 5-axis milling and turning operations.
• Sheet Metal Fabrication: Laser cutting, punching, bending, welding, and finishing of sheet metal components.
• Injection Molding: High-volume plastic injection molding including prototype and production tooling.
• Die Casting: Precision die casting in aluminum, zinc, magnesium, and other alloys.
• Quality Inspection & Testing: CMM inspection, first-article inspection (FAI), GD&T analysis, material certification, and destructive/non-destructive testing.
• Assembly & Packaging: Sub-assembly, final assembly, kitting, labeling, and custom packaging.
• Surface Finishing: Anodizing, powder coating, plating, painting, and passivation.
• Engineering Support: Design for manufacturability (DFM) reviews, prototyping, and tooling design.

All services are subject to availability and may vary based on the specifics of your project. MetalCore Manufacturing will provide detailed service descriptions and specifications in each quotation or work order.

Custom or non-standard services may be offered on a case-by-case basis, subject to mutual written agreement.

3 Pricing & Payment Terms

3.1 Quotations

All pricing will be provided in written quotations ("Quote") following a Request for Quotation (RFQ). Quotes are valid for 30 days unless otherwise specified. Prices are quoted in USD unless another currency is explicitly stated.

3.2 Payment Schedule

Unless otherwise agreed in writing, the following payment schedule applies:

• Prototype & Low-Volume Orders: 100% payment due upon invoicing, before production begins.
• Production Orders: 50% deposit due upon order acceptance; 50% due upon completion before shipment.
• Long-Term Contracts: Net 30 payment terms from invoice date, subject to credit approval.

3.3 Additional Costs

Customers may be responsible for additional costs including but not limited to: material surcharges due to market fluctuations, expedited shipping, customs and import duties, packaging modifications, rework due to Customer-requested changes, and storage fees for uncollected goods exceeding 30 days.

3.4 Taxes

All prices are exclusive of applicable taxes, duties, and governmental fees. Customers are responsible for all such charges unless otherwise stated in the Quote.

4 Specifications & Engineering

Customers are responsible for providing complete and accurate specifications, drawings, CAD files, and material requirements for each project. Specifications should include:

• Detailed 2D drawings with GD&T callouts
• 3D CAD models in supported formats (STEP, IGES, STL, SolidWorks, etc.)
• Material specifications and grades
• Surface finish requirements
• Heat treatment specifications (if applicable)
• Special packaging or handling instructions
• Inspection and testing requirements

MetalCore Manufacturing will perform a Design for Manufacturability (DFM) review at no charge and may suggest modifications to improve manufacturability, cost-effectiveness, or quality. Customer approval of any DFM suggestions must be obtained before production begins.

If MetalCore Manufacturing identifies discrepancies or concerns in Customer-provided specifications, we will notify the Customer and production will be paused until clarification is received.

5 Quality Assurance & Warranties

MetalCore Manufacturing maintains an ISO 9001:2015 certified quality management system. We are committed to delivering products that conform to Customer specifications within agreed tolerances.

5.1 Quality Standards

Our quality assurance processes include:

• In-process inspections at defined control points
• First Article Inspection (FAI) per AS9102 or customer-equivalent standards
• Statistical Process Control (SPC) for high-volume production
• Certified material traceability with Mill Test Reports (MTRs)
• Calibration of all measurement equipment per ISO/IEC 17025
• 100% inspection for critical-to-quality features as specified

5.2 Warranty

MetalCore Manufacturing warrants that all manufactured products will be free from defects in materials and workmanship and will conform to the agreed specifications for a period of 12 months from delivery, unless otherwise specified in the Quote or work order.

5.3 Warranty Claims

To make a warranty claim, the Customer must notify MetalCore Manufacturing in writing within 30 days of discovering the defect. Claims must include:

• Photo documentation of the defect
• Sample(s) of the non-conforming product
• Relevant inspection data and measurement reports
• Description of how the defect was identified

Upon verification of a valid warranty claim, MetalCore Manufacturing will, at its discretion and as its sole obligation, either repair, rework, or replace the non-conforming products, or issue a credit equivalent to the value of the non-conforming products.

5.4 Exclusions

This warranty does not cover products that have been modified, misused, subjected to abnormal conditions, or maintained improperly after delivery by the Customer or third parties.

6 Delivery & Shipping

6.1 Lead Times

Lead times will be specified in each Quote and are estimates only, not guarantees. Factors affecting lead times include material availability, production queue, order complexity, and quantity. MetalCore Manufacturing will use commercially reasonable efforts to meet quoted lead times.

6.2 Shipping & Risk of Loss

Unless otherwise specified, all shipments are FCA (Free Carrier) MetalCore Manufacturing facility per Incoterms 2020. Title and risk of loss transfer to the Customer upon delivery to the carrier. MetalCore Manufacturing will arrange shipping on behalf of the Customer unless the Customer specifies their own carrier.

6.3 Delays

MetalCore Manufacturing will promptly notify the Customer of any anticipated delays. While we will use reasonable efforts to mitigate delays, we are not liable for delays caused by:

• Force majeure events
• Customer-caused delays (e.g., late approvals, specification changes)
• Material supplier delays outside our control
• Customs, port, or carrier delays

6.4 Inspection of Goods

Customers should inspect all received goods promptly. Any claims for shipping damage or quantity discrepancies must be made within 7 business days of delivery and must include the original packaging and supporting documentation.

7 Limitation of Liability

7.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, MetalCore Manufacturing shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, loss of goodwill, or any other commercial damages or losses, arising out of or in connection with these Terms or our Services, even if advised of the possibility of such damages.

7.2 Limitation of Direct Liability

MetalCore Manufacturing's total aggregate liability for any and all claims arising out of or relating to these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Customer to MetalCore Manufacturing for the specific product or service giving rise to the claim in the 12 months preceding the claim.

7.3 No Exclusion

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

8 Intellectual Property & Confidentiality

8.1 Customer IP

Customer retains all rights, title, and interest in and to all specifications, drawings, designs, CAD files, and other intellectual property materials provided to MetalCore Manufacturing ("Customer IP"). MetalCore Manufacturing receives a limited, non-exclusive, non-transferable license to use Customer IP solely for the purpose of fulfilling the Customer's orders.

8.2 MetalCore Manufacturing IP

MetalCore Manufacturing retains all rights to its proprietary manufacturing processes, tooling designs, fixtures, software, methodologies, and know-how ("MetalCore IP"). Nothing in these Terms transfers any MetalCore IP to the Customer.

8.3 Tooling & Molds

Unless otherwise agreed in writing:

• Customer-paid tooling, molds, dies, and fixtures are the property of the Customer.
• MetalCore Manufacturing may retain such tooling for storage and future use on the Customer's behalf.
• Customer must provide written notice of intent to retrieve tooling at least 30 days in advance.
• Tooling not retrieved within 12 months of last use may be disposed of at MetalCore Manufacturing's discretion.
• MetalCore Manufacturing is not liable for damage to stored tooling beyond its replacement cost.

8.4 Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information disclosed during the course of their business relationship. Confidential information includes, but is not limited to, designs, specifications, pricing, business strategies, and customer lists. This obligation survives the termination of these Terms for a period of 5 years.

9 Termination

9.1 Termination for Convenience

Either party may terminate this agreement for convenience with 30 days written notice to the other party. Upon such termination, the terminating party remains responsible for all obligations accrued prior to the termination date.

9.2 Termination for Cause

Either party may terminate this agreement immediately upon written notice if the other party:

• Materially breaches any term and fails to cure such breach within 15 days of written notice.
• Becomes insolvent, files for bankruptcy, or has a receiver appointed.
• Engages in illegal activity related to the Services.

9.3 Effect of Termination

Upon termination:

• The Customer shall pay all amounts due for services rendered and materials purchased.
• MetalCore Manufacturing will promptly return or destroy Customer IP as directed.
• Sections on Payment, Limitation of Liability, Intellectual Property, Confidentiality, and General Provisions shall survive termination.

10 General Provisions

10.1 Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wayne County, Michigan.

10.2 Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government actions, epidemics, pandemics, natural disasters, or supply chain disruptions.

10.3 Entire Agreement

These Terms, together with any applicable Quotes, work orders, and the Privacy Policy, constitute the entire agreement between the parties. No oral or written representations not contained herein shall be binding unless made in a document signed by an authorized officer of MetalCore Manufacturing.

10.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 No Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

10.6 Export Controls

Customer represents that it will not export, re-export, or transfer any products manufactured by MetalCore Manufacturing in violation of applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

10.7 Compliance with Laws

Both parties agree to comply with all applicable laws and regulations, including but not limited to anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), anti-money laundering regulations, environmental regulations, and labor standards.