Customer Terms and Conditions of Sale
Vendor / Supplier Terms and Conditions
Version Date: January 22, 2026
Subject to Change Without Notice
- Applicability and Acceptance
These Terms and Conditions of Sale (“Terms”) apply to all quotations, sales, and deliveries of goods (“Goods”) and services by Eck Plastic Arts (“Seller” or “Eck”) to any purchaser (“Purchaser”). These Terms apply to all external documents, including but not limited to quotations, sales order acknowledgements, invoices, and related correspondence.
Acceptance of these Terms is expressly limited to Purchaser’s acceptance of Seller’s formal sales order acknowledgement. Any additional or conflicting terms proposed by Purchaser, whether contained in a purchase order or otherwise, are expressly rejected unless agreed to in writing by an authorized representative of Seller.
- Quotes and Pricing
All quotations are firm for thirty (30) days from the date of issuance unless otherwise stated. Prices are subject to change at any time prior to Seller’s acceptance of Purchaser’s order.
Prices do not include freight, insurance, taxes, tariffs, duties, or other governmental charges unless expressly stated otherwise in writing.
- Payment Terms
Payment terms are cash with order unless extended credit terms are expressly approved in writing by Seller’s management team. All payment terms must be approved by Seller’s management. Eck Plastic Arts reserves the right to modify payment terms at any time.
Late payments shall accrue interest at a rate of twelve percent (12%) per annum, compounded daily, or the maximum rate permitted by law, whichever is less. Purchaser shall be responsible for all costs of collection, including reasonable attorneys’ fees.
- Purchase Orders and Order of Precedence
Seller’s Terms shall govern notwithstanding any conflicting or additional terms in Purchaser’s purchase order or other documents. Seller’s acceptance of any purchase order is expressly conditioned upon Purchaser’s agreement to these Terms.
- Specifications, Tolerances, and Design Responsibility
Seller manufactures Goods strictly in accordance with Purchaser-provided drawings, specifications, and instructions. Where tolerances are not specified, Seller shall apply commercially accepted manufacturing tolerances.
Purchaser is solely responsible for the design of the Goods. Seller shall have no responsibility or liability for design defects, deficiencies, or failures.
- Engineering Changes
Any change to drawings, specifications, materials, or processes requires a requote and Seller’s prior written approval. No changes shall be binding unless approved in writing by Seller.
- Inspection, Acceptance, and Returns
Purchaser shall inspect all Goods within thirty (30) days of delivery. Claims for nonconforming Goods must be made in writing within this period.
All returns require a Seller-issued Return Material Authorization (“RMA”). Seller reserves the right to reject any RMA request made outside the 30-day inspection window.
- Limited Warranty
Seller warrants that the Goods will conform to Purchaser’s specifications for a period of thirty (30) days from delivery.
This warranty is exclusive and in lieu of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
Seller’s sole obligation and Purchaser’s exclusive remedy shall be, at Seller’s discretion, repair, replacement, or refund of the nonconforming Goods.
- Limitation of Liability
Seller’s total liability for any claim arising out of or relating to any order shall not exceed the price allocable to the Goods giving rise to the claim.
In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of use, downtime, labor costs, or downstream assembly costs, even if Seller was advised of the possibility of such damages.
- Indemnification
Purchaser agrees to defend, indemnify, and hold harmless Seller from any claim, loss, cost, damage, or liability, including reasonable attorneys’ fees, arising from:
(i) Purchaser’s negligent or intentional acts or omissions;
(ii) Seller’s compliance with Purchaser’s designs, specifications, or instructions;
(iii) modification of the Goods by anyone other than Seller; or
(iv) use of the Goods in combination with other products.
This obligation shall survive delivery and completion of the order.
- Termination and Cancellation
Purchaser may terminate an order only upon written notice and payment of all applicable cancellation charges. If no cancellation schedule exists, Purchaser shall pay all costs incurred prior to termination plus twenty percent (20%) of the order price for disruption and indirect costs.
Termination for default shall not be effective unless Seller fails to commence and diligently pursue correction within twenty-one (21) days after written notice.
- Shipping, Delivery, and Risk of Loss
Delivery dates are estimates only. Seller shall not be liable for delays.
Risk of loss transfers to Purchaser upon delivery to the carrier. Seller assumes no responsibility once Goods are in the shipper’s possession.
- Tooling and Intellectual Property
Purchaser retains ownership of its intellectual property and any purchased tooling. Purchaser has no rights to Seller’s equipment, processes, or assets.
Seller may scrap tooling or charge storage fees after five (5) years of inactivity. Seller may retain copies of designs for production history purposes only. Seller shall only sell Goods to the owner of the intellectual property unless otherwise approved by Purchaser.
- Export Control and Ethical Compliance
Purchaser acknowledges compliance obligations under U.S. export control laws, sanctions regulations, anti-corruption laws, and related regulations, including the U.S. Foreign Corrupt Practices Act. This obligation survives termination.
- Dispute Resolution
The parties agree to first attempt resolution through mediation, followed by binding arbitration if unresolved.
- Governing Law and Venue
These Terms shall be governed by the laws of the State of New York. Venue shall lie exclusively in state or federal courts located in Broome County, New York. The prevailing party shall be entitled to reasonable attorneys’ fees. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- General Provisions
These Terms may be modified only in writing signed by Seller. Severability, waiver, and cumulative remedies apply.
- Entire Agreement
These Terms constitute the entire agreement and supersede all prior communications.
Version Date: January 22, 2026
Subject to Change Without Notice
- Applicability and Acceptance
These Terms apply to all purchases by Eck Plastic Arts (“Buyer” or “Eck”) from any vendor or supplier (“Vendor”). Acceptance is deemed upon Vendor’s acceptance of Eck’s purchase order.
- Specifications and Compliance
Vendor shall strictly comply with all specifications, drawings, and requirements provided by Eck.
- Quality and Traceability
Vendor shall maintain quality systems and traceability sufficient to meet Eck’s requirements. All applicable quality and traceability requirements shall flow down to sub-suppliers.
- Regulatory Compliance
Vendor warrants compliance with all applicable laws, regulations, and standards, including environmental, safety, and labor requirements.
- Inspection and Rejection
All Goods are subject to inspection and rejection by Eck, regardless of prior acceptance or payment.
- Indemnification
Vendor shall indemnify and hold harmless Eck from all claims, damages, losses, and expenses arising from defective materials, nonconforming Goods, or regulatory violations.
- Limitation of Liability
Vendor shall be fully liable for damages caused by its Goods or services. No limitation of liability shall apply to Vendor’s indemnification obligations.
- Confidentiality
All information provided by Eck shall be treated as confidential unless publicly available.
- Termination
Eck may terminate any purchase order for cause or convenience upon written notice.
- Export Control and Ethics
Vendor shall comply with all export control, sanctions, and anti-corruption laws.
- Governing Law and Venue
New York law governs. Venue shall be Broome County, New York.
- General Provisions
Severability, waiver, modification, and cumulative remedies apply.
