Limitation of Liability

Effective Date: January 1, 2025

1. Introduction & Scope

This Limitation of Liability clause constitutes a binding part of all terms, conditions, purchase orders, service agreements, and quotations issued by MetalCore Manufacturing, Inc. ("MetalCore," "we," "us," or "our") to clients, contractors, distributors, and partners ("Client," "you," or "your"). By engaging our services, placing orders, or utilizing our manufactured components, you expressly acknowledge and agree to the limitations, exclusions, and risk allocations outlined herein.

2. General Limitation of Liability

To the maximum extent permitted by applicable law, MetalCore's aggregate liability to the Client for any and all claims arising out of or related to any agreement, quotation, or transaction, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount paid by the Client to MetalCore for the specific goods or services giving rise to the claim during the twelve (12) months preceding the event that caused the claim.

3. Exclusions & Exceptions

Under no circumstances shall MetalCore be liable for any of the following, regardless of the theory of liability or whether foreseeable:

Indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity;
Costs of procurement of substitute goods, services, or materials;
Production delays, assembly line shutdowns, downtime, or downstream supply chain disruptions caused by late, partial, or non-delivery of components;
Errors, omissions, or defects arising from Client-provided designs, specifications, CAD files, tolerances, or raw materials;
Unauthorized modifications, improper installation, incorrect tolerancing, or misuse of manufactured parts by the Client or third parties;
Intellectual property infringement claims arising from Client-specified designs or specifications.

                Important Notice: These limitations apply even if MetalCore has been advised of the possibility of such damages and regardless of whether any remedy fails its essential purpose. This clause is intended to allocate commercial risk in accordance with industry standards for precision manufacturing.
            

4. Force Majeure

MetalCore shall not be held liable for any failure or delay in performing its obligations to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, pandemics, labor disputes, strikes, utility failures, cybersecurity incidents, government restrictions, export controls, or supply chain disruptions affecting raw materials, tooling, or subcontracted processes. In such events, MetalCore will use commercially reasonable efforts to mitigate delays and notify the Client promptly.

5. Warranty Disclaimer

Except as expressly stated in writing by an authorized MetalCore representative, all manufactured components, prototypes, and services are provided "AS IS" and "AS AVAILABLE." MetalCore disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any applicable implied warranties shall be strictly limited in duration to the maximum period allowed by law in the governing jurisdiction.

6. Indemnification

The Client agrees to indemnify, defend, and hold harmless MetalCore, its officers, directors, employees, affiliates, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use, modification, integration, or assembly of MetalCore components into larger systems; (b) Client-provided designs, specifications, or materials; (c) any breach of this clause or associated agreements by the Client; or (d) violation of applicable laws, regulations, or third-party intellectual property rights by the Client.

7. Insurance & Risk Allocation

While MetalCore maintains comprehensive commercial general liability, product liability, and workers' compensation insurance, such coverage is subject to policy limits, deductibles, exclusions, and subrogation rights. This limitation of liability clause is intended to establish a clear framework for risk allocation and does not constitute a waiver of any rights to file insurance claims where legally permissible and contractually applicable.

8. Severability & Governing Law

If any provision of this Limitation of Liability is deemed invalid, unenforceable, or contrary to applicable law, the remaining provisions shall remain in full force and effect. This clause shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any disputes arising under this clause shall be subject to the exclusive jurisdiction of the state and federal courts located in Wayne County, Michigan.

9. Amendments

MetalCore reserves the right to modify this Limitation of Liability at any time. Revised terms will be effective upon publication on our official website or upon issuance of updated contractual documents. Continued engagement of our services, placement of orders, or acceptance of components following such publication constitutes binding acceptance of the revised terms.

10. Contact Information

For questions regarding this Limitation of Liability, procurement terms, contract negotiations, or compliance inquiries, please contact our Legal & Procurement Department:

MetalCore Manufacturing, Inc.
Legal & Procurement Division
4200 Industrial Blvd, Detroit, MI 48201
Email: legal.procurement@metalcore-mfg.com
Phone: +1 (800) 555-METAL (6382)
Fax: +1 (313) 555-0199