Terms and Conditions

These Terms and Conditions of Sale (“Agreement”) govern all quotations, orders, and contracts for manufacturing, tooling, and sourcing services provided by MASA Ventures LLC, doing business as MASA FabWorks (“Company”), to the purchasing entity (“Customer”). “Manufacturing Facilities” means the manufacturing facilities in India and China at which Company produces Customer's parts. By approving a quotation, issuing a Purchase Order, or authorizing the commencement of work, Customer explicitly acknowledges, reads, and accepts these terms in their entirety.

1. Strict Exclusion of Aerospace, Defense, and ITAR-Controlled Projects

MASA FabWorks operates strictly as a commercial, industrial, and consumer product contract manufacturing provider. Company explicitly prohibits, and will not accept, any projects, designs, or orders for parts intended for aerospace applications, defense/military use, or any components that fall under US International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR) restricted lists. Customer warrants, represents, and covenants that no ITAR-controlled technical data, military/weapons-related designs, or aerospace-regulated blueprints will be submitted to Company. Company does not permit the production of parts related to weapons of any kind, or any other parts that would be considered illegal or unlawful in the country of fabrication, in the United States, or in the country of destination. If Company discovers an order violates these restrictions, the order will be terminated immediately, the Customer’s account will be permanently closed, and the Customer shall remain 100% liable for all costs incurred up to termination.

Customer acknowledges that technical data it submits will be transmitted to and used at Company's Manufacturing Facilities in India and China for the purpose of fulfilling the order. Customer warrants that such data is not subject to any export license requirement under the Export Administration Regulations or other applicable export control law, and is solely responsible for determining whether any authorization is required and for obtaining it before submission. Customer shall indemnify Company against any claim, penalty, or loss arising from breach of this warranty.

2. Engineering, DFM, & Production Mobilization

Production schedules commence on the business day following Company's receipt of the signed quotation and cleared deposit. Where an order includes tooling, tool build commences on the business day following written confirmation of the tooling design by both parties. Stated lead times are engineering and manufacturing estimates only; they reflect estimated completion dates at the origin facility and do not include international transit, customs clearance delays, port congestion, or domestic logistics.

3. Payment Terms & Financial Mobilization

Unless alternative written credit terms are approved in writing by an authorized corporate officer of Company, standard payment terms are as follows:

• Deposit: The deposit stated on the face of the quotation is required prior to order mobilization, engineering kickoff, and tooling development. The deposit is non-refundable except as provided in Section 13. The parties agree this deposit is a reasonable pre-estimate of Company's up-front mobilization, engineering, and tooling commitment and is not a penalty.
• Balance: The remaining 50% balance is due immediately upon Customer approval of first-article inspection (FAI) digital data, inspection reports, or physical samples. Customer shall approve or reject first-article inspection data within five (5) business days of submission. Where Customer does not respond within ten (10) business days, the first article is deemed approved and the balance becomes due.
• Shipment Release: Full payment of the balance must be cleared prior to international ocean or air shipment from the overseas fabrication facility.
• Currency: All quotations, invoices, and payments are denominated in United States Dollars (USD). Bank transfer charges, intermediary fees, and currency conversion costs are Customer's responsibility.

4. Validity of Quotations & Price Adjustments

Quotations are firm for the period stated on the face of the quotation, and where no period is stated, for fourteen (14) calendar days from the date of issuance. Company will honor the quoted price and lead time for any order accepted within that period. After a quotation lapses, prices and lead times are subject to change without notice, including due to fluctuations in international raw material costs, ocean/air freight rates, global capacity constraints, or US Dollar (USD) foreign exchange rate volatility against origin currencies. Nothing in this Section limits Company's right under Section 13 to adjust pricing where Customer alters the order.

5. Taxes, Shipping, & Incoterms

All shipments are international, originating from production facilities in India and China, and ship on the Incoterms 2020 term stated on the quotation. The Incoterm stated on the quotation governs in every case, and either term may be quoted for any destination where Customer requests it.

• Delivered Duty Paid (DDP), the default for delivery within the United States: the quoted price includes international freight, customs clearance, and import duties (including all applicable tariffs and trade-remedy duties, however imposed), with no customs handling or separate duty bill for Customer.
• Delivered at Place (DAP), the default for delivery outside the United States: the price covers delivery to Customer's address but excludes import clearance, duties, and taxes, for which Customer is the Importer of Record, solely responsible at the destination. This is the default internationally because only the Importer of Record can recover import value-added tax or goods and services tax where it is recoverable.
• Taxes and ancillary fees: applicable destination sales, use, or value-added taxes on the invoice, and any separately itemized packaging, crating, or assembly fees, remain Customer's responsibility.

6. Tooling Ownership & Cross-Border Storage

For rapid, prototype, and production tooling utilizing universal or shared master mold bases, the universal master mold bases are not sold to Customer, and no ownership or other interest in them passes to Customer under this Agreement. Customer retains exclusive ownership of the custom-machined cavities, cores, and inserts paid for under the contract.

• Storage: Tooling inserts will be stored and maintained free of charge at the overseas production facility for a period of two (2) years from the date of the last production order, unless otherwise agreed in writing.
• Inactive Tooling: Where no production order has been placed for two (2) years, Company will notify Customer in writing at the address on the account record to arrange either continued storage, which may be subject to a storage charge, or repatriation under the paragraph below. If Customer does not respond within sixty (60) days of that notice, or declines both options, Company may dispose of, repurpose, or recycle the tooling inserts.
• Repatriation: Physical transfer, extraction, or repatriation of custom tooling inserts from the overseas facility to a destination nominated by Customer is subject to export clearance, local administrative fees, and additional handling, packaging, and freight fees at Customer's expense.

7. Inspection, Defect Claims, & Defective Material Acceptance

Customer shall inspect all goods immediately upon delivery to the destination stated on the quotation. Any claims for shortages, dimensional defects, or non-conformance must be submitted to Company’s California office in writing, accompanied by clear photographic and video evidence, within seven (7) calendar days of receipt.

• Remedies: Because rework requires complex international logistics, Company reserves the sole right to either credit the Customer's account or re-run the defective parts in the next available international production queue.
• Payment Withholding: Failure to notify Company within this 7-day window constitutes absolute, irrevocable acceptance of the parts under the California Commercial Code and voids any and all subsequent quality claims, whether the alleged defect was discoverable upon inspection or not. Customer explicitly waives the right to issue chargebacks or payment-card disputes in respect of any amount already paid, and, where any balance remains outstanding under written credit terms extended pursuant to Section 3, to withhold payment on non-defective portions of an order due to isolated defects.

8. Intellectual Property (IP) Indemnification

Customer warrants and represents that all designs, technical drawings, blueprints, 3D CAD models, and specifications provided to Company are the original property of the Customer or that the Customer possesses valid, irrevocable, transferable licenses to use and reproduce such designs. Company acts strictly as a contract manufacturing service provider executing Customer-supplied data. Customer shall defend, indemnify, and hold completely harmless Company, its officers, employees, and its Manufacturing Facilities and their personnel from any and all claims, demands, liabilities, damages, losses, or costs (including reasonable attorneys' fees) arising out of or relating to any actual or alleged infringement of third-party patents, copyrights, trademarks, utility models, or trade secrets.

9. Product Liability Indemnity & Disclaimer of Warranties

EXCEPT FOR THE LIMITED DEFECT REMEDY IN SECTION 7, COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, TOOLING, OR SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Company makes no warranty regarding the design safety, regulatory compliance, or commercial viability of the end product designed by Customer. Customer assumes all product liability risk. Customer agrees to defend, indemnify, and hold harmless Company, its parent entities, affiliates, officers, directors, and its Manufacturing Facilities and their personnel against any third-party claims, lawsuits, regulatory fines, personal injury, wrongful death, or property damage resulting from the design, engineering defects, marketing, distribution, or ultimate consumer use of the manufactured parts.

10. Limitation of Liability

IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, DOWNTIME, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE GOODS, TOOLING, OR SERVICES PROVIDED, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THIS ORDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC JOB ORDER GIVING RISE TO THE ALLEGED LIABILITY.

11. Force Majeure & International Border Disruption

Company shall not be held liable or responsible for any delay, failure to perform, or non-performance of its contractual obligations caused by events beyond its reasonable control. Such events include, but are not limited to: acts of God, natural disasters, strikes, labor disputes, factory lockouts, raw material or resin shortages, rolling blackouts, factory equipment failures, acts of war, civil unrest, global or localized health emergencies/pandemics, government-mandated lockdowns, export/import trade restrictions, customs seizures, administrative customs holds, currency controls, port congestion, ocean/air freight embargoes, or shipping lane disruptions. Company shall notify Customer in writing within ten (10) business days of becoming aware of such an event, shall use reasonable efforts to mitigate its effects, and shall resume performance promptly once the event abates. Where such an event continues for more than ninety (90) consecutive days, either party may terminate the affected order on written notice, and Customer shall pay for work performed and materials irrevocably committed up to the date of termination.

12. Non-Circumvention

Customer explicitly agrees that it will not, directly or indirectly, bypass Company to solicit, contract with, initiate business relations with, or purchase manufacturing services from any overseas factory, foundry, mold shop, supplier, or sub-contractor introduced or disclosed to Customer by Company, or whose identity became known to Customer through Company's performance of an order. This covenant does not apply to any party with which Customer had a documented business relationship before that introduction or disclosure. This non-circumvention covenant shall remain in strict effect for a period of three (3) years following the formal termination of the business relationship between Customer and Company. The parties agree this restriction is reasonable in duration and scope and no broader than necessary to protect Company's legitimate business interests. Breach of this provision shall entitle Company to immediate injunctive relief, specific performance, and liquidated damages equal to the profit Company would reasonably have earned on the circumvented orders, which the parties agree is a reasonable estimate of Company's actual harm (otherwise difficult to ascertain) and not a penalty.

13. Cancellation, Modifications, & Balances

Orders accepted by Company cannot be canceled, rescheduled, or modified by the Customer except with Company's express, formal written consent. In the event of an approved cancellation, Customer shall be held liable for all documented operational costs incurred up to the date of cancellation (including raw material procurement, specialized engineering hours, machine setup costs, and tooling work-in-progress) plus a 15% cancellation administrative fee. The deposit paid under Section 3 shall be applied against that amount. Where the deposit exceeds the amount owed, Company shall refund the excess; where it is less, Customer shall pay the difference. Company reserves the right to adjust final per-part pricing if the Customer alters the final production order quantity, material specifications, tolerances, or delivery schedules.

14. Title and Risk of Loss

Risk of loss follows the Incoterms 2020 term stated on the quotation. Because shipments are quoted DDP or DAP, both delivered-to-destination terms, risk of loss or damage passes to Customer when the goods are placed at Customer's disposal at the named destination, ready for unloading. Title nonetheless remains with Company and does not pass to Customer until Company has received full, final, and cleared payment of the entire invoice balance, which, absent written credit terms extended under Section 3, occurs prior to shipment.

15. Governing Law & Dispute Resolution

This Agreement, and all claims or causes of action arising out of the transaction, shall be governed by, and construed in accordance with, the laws of the State of California, United States, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this quotation, order, or subsequent breach shall be settled exclusively by binding arbitration in Alameda County, California, administered by JAMS or the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded from this Agreement. Notwithstanding any longer period permitted by law, any claim or cause of action arising out of or relating to this Agreement, the goods, tooling, or services, whether in contract, tort, warranty, or otherwise, must be commenced within one (1) year after the cause of action accrues, and any claim not commenced within that one-year period is permanently and irrevocably barred.

16. Attorneys' Fees & Collection Costs

In the event that any arbitration, legal action, or collection proceeding is brought by either party to enforce, interpret, or collect outstanding balances under the terms of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, collection agency fees, court costs, arbitration filing fees, and expert witness expenses incurred.

17. Severability & Non-Waiver

If any provision, paragraph, or clause of this Agreement is found to be invalid, illegal, or unenforceable under California law by an arbitrator or court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The failure of Company to enforce any right or provision herein at any time shall not constitute a waiver of such right or prevent future enforcement of that or any other provision.

18. Entire Agreement (Integration Clause)

This Agreement, alongside the specific finalized line items on the approved Company quotation, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements, negotiations, representations, or understandings. No modifications, amendments, or conflicting purchase order boilerplate terms supplied unilaterally by the Customer shall alter these terms unless signed explicitly in writing by an authorized corporate officer of Company.

19. Confidentiality & Customer Data

Each party shall keep confidential the non-public business, technical, and pricing information disclosed by the other in connection with an order, and shall use it solely to perform or administer the order. Company shall treat Customer's designs, drawings, and CAD data as Customer's confidential information and shall not disclose them except to the personnel and manufacturing facilities engaged to fulfill the order, each bound by equivalent confidentiality obligations. Company is not a custodian of, and assumes no liability for the loss of, Customer data beyond this duty of care, and Customer is responsible for retaining its own master copies. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law or legal process. These obligations survive for five (5) years from the date of disclosure, except that information constituting a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.

20. Assignment, Notices, Relationship, & Electronic Acceptance

• Assignment: Customer may not assign or delegate this Agreement or any order without Company's prior written consent; Company may assign to an affiliate or successor. This Agreement binds the parties' permitted successors and assigns.
• Notices: Notices must be in writing and sent to the email or physical address on the quotation or account record, and are effective upon delivery, or upon transmission for email absent a bounce notification.
• Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
• Electronic Acceptance: Customer consents to transact electronically. An electronic signature, click-acceptance, or authorization of work has the same legal effect as a handwritten signature under the U.S. ESIGN Act and applicable Uniform Electronic Transactions Act (UETA).