Terms & Conditions

The following are the terms and conditions (“Terms and Conditions”) for the sale of parts (“Parts”) by Photofabrication Engineering, Inc. (“PEI”) to PEI’s customers (“Customers).

1. ORDERS.

Orders will be initiated by the Customer issuing a purchase order (“order”) to Photofabrication Engineering, Inc. Purchase Orders will identify the part numbers, descriptions, applicable prices, and requested delivery dates. Orders are subject to Photofabrication Engineering, Inc.’s acceptance and to these Terms and Conditions. Cancellations will be may be subject to cancellation charges based upon the acquisition of raw materials and/or the percentage of work completed, including order receipt and set-up. All orders are considered NCNR (non-cancellable – non-returnable), however, under certain circumstances, Customer requests to reschedule may be accommodated but are subject to acceptance by Photofabrication Engineering, Inc. in its sole discretion. Orders may not be canceled or rescheduled after completion.

2. PRICES.

Price quotes are firm for a period of sixty (60) days following the date of the quotation. Orders are billed at the prices quoted (in US dollars). If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the quoted amount for the actually purchased quantity and/or a cancellation fee. Unless otherwise quoted by Photofabrication Engineering, Inc., all prices are FCA Seller’s Premises Incoterms 2010. The customer shall reimburse Photofabrication Engineering, Inc. for all costs and expenses, including attorneys’ fees and court costs, incurred in collecting any amounts due. Prices and availability of merchandise are subject to change without notice. Prices for any rescheduled deliveries may be increased by Photofabrication Engineering, Inc. in the event of an increase in Photofabrication Engineering, Inc.’s prices or costs or causes beyond Photofabrication Engineering, Inc.’s reasonable control.

3. TERMS OF PAYMENT.

Photofabrication Engineering, Inc.’s standard payment terms are net thirty (30) days, from the date of invoice, subject to credit approval. Photofabrication Engineering, Inc., in its sole discretion, may at any time change the terms of Customer’s credit or require advance payment, C.O.D., or payment by official bank check. If Photofabrication Engineering, Inc. reasonably believes that Customer’s ability to make payments is impaired, Photofabrication Engineering, Inc. may cancel any order or remaining balance thereof, and Customer will remain liable to pay Photofabrication Engineering, Inc. for Parts already shipped. The customer will submit such financial information as Photofabrication Engineering, Inc. may reasonably require for the determination of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Photofabrication Engineering, Inc. against any obligation owing by Customer to Photofabrication Engineering, Inc. under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to Photofabrication Engineering, Inc. The acceptance by Photofabrication Engineering, Inc. of such a check will not constitute a waiver of Photofabrication Engineering, Inc.’s right to pursue the collection of any remaining balance. The customer will pay the entire net amount of each invoice from Photofabrication Engineering, Inc. pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to the date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Photofabrication Engineering, Inc. may pursue any legal or equitable remedies, in which event Photofabrication Engineering, Inc. will be entitled to reimbursement for costs of collection and reasonable attorneys’ fees. There is a $25.00 service charge on all returned checks. Credit cards accepted are MasterCard, Visa, American Express, and Discover.

4. SALES TAX.

Photofabrication Engineering, Inc. is required by law to collect all Federal, State, and Local sales, use, excise, and similar taxes that may apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Parts subject to an order. Since laws vary from state to state, please remit the correct tax for your area. If you are exempt from tax, an original signed tax exemption certificate must be sent to Photofabrication Engineering, Inc. Without a valid signed tax exemption certificate on file at Photofabrication Engineering, Inc., all applicable taxes will be charged to the Customer.

5. DELIVERY AND TITLE.

Photofabrication Engineering, Inc. will make reasonable efforts to initiate shipment and schedule delivery as close as possible to the Customer’s requested delivery date(s). The customer acknowledges that delivery dates provided by Photofabrication Engineering, Inc. are estimates only and that Photofabrication Engineering, Inc. will not be liable for failure to deliver on such dates. Delivery of goods to a carrier by Photofabrication Engineering, Inc. FCA Seller’s Premises Incoterms 2010, consigned to the customer or its order, as the customer may direct, shall be complete delivery to the customer as well as transfer to the customer of title, ownership, and possession of and to the goods. The customer assumes the risk of loss, damage, or shortage in transit and shall be responsible for pursuing all claims with the carrier or carrier’s insurer. Customer shall provide Photofabrication Engineering, Inc. with written notice of any shortage, loss, or damage within fourteen (14) days of receipt of goods

6. LIMITED WARRANTY AND LIMITATION OF LIABILITIES.

Photofabrication Engineering, Inc. warrants to Customer that the Parts purchased hereunder will be free from manufacturer’s defects and will be in conformance with the quotation, print, and purchase order (in that order) for a period of 90 days. Photofabrication Engineering, Inc. makes no other warranty, express or implied, with respect to the Parts. IN PARTICULAR, PHOTOFABRICATION ENGINEERING, INC. MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PARTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. With respect to Parts that do not meet the quoted specifications, Photofabrication Engineering, Inc.’s liability is limited (at Photofabrication Engineering, Inc.’s election) to (1) refund of Customer’s purchase price for such Parts (without interest), (2) repair or rework of such Parts, or (3) replacement of such Parts; provided, however, that such Parts must be returned to Photofabrication Engineering, Inc., within ninety (90) days from date of delivery, transportation charges prepaid. Further, no warranty will apply if the Parts have been subject to misuse, neglect, accident, or modification, or have been soldered or altered in any way. If the customer specifies methods and procedures to be followed, Photofabrication Engineering, Inc. will assume no responsibility for the correctness of such methods and procedures or the result when they are followed. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND PHOTOFABRICATION ENGINEERING, INC. SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, REMOVAL/REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. THE CUSTOMER’S RECOVERY FROM PHOTOFABRICATION ENGINEERING, INC. FOR ANY CLAIM SHALL NOT EXCEED THE CUSTOMER’S PURCHASE PRICE FOR THE PARTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.

7. HIGH RISK APPLICATIONS.

Photofabrication Engineering, Inc. goods are not recommended for use in implantable medical or other high-risk applications where a failure or malfunction of the component may directly cause injury or loss of life. The user of Photofabrication Engineering, Inc. goods in any such application assumes all risks and liability of such use and agrees to hold Photofabrication Engineering, Inc. harmless against all damages unless such application is authorized in writing by Photofabrication Engineering, Inc. Please contact Photofabrication Engineering, Inc. prior to any intended use of Photofabrication Engineering, Inc.’s goods in an application that requires extremely high reliability.

8. PART RETURNS.

The customer is deemed to have accepted the Parts unless written notice of rejection is received by Photofabrication Engineering, Inc. within ninety (90) days after delivery. The customer waives any right to reject or revoke acceptance thereafter. Authorization to return Parts must be obtained from Photofabrication Engineering, Inc., which authorization may be granted by Photofabrication Engineering, Inc. in its sole discretion. If granted, Photofabrication Engineering, Inc. will issue the Customer a return material authorization number (RMA No.). No return of Parts will be accepted without an RMA number. Returned Parts must be in original shipping cartons and must be complete with all packing materials. Photofabrication Engineering, Inc. is not responsible for returned Parts lost in transit. Photofabrication Engineering, Inc. strongly suggests Customer insures their package. If returned Parts are claimed to be defective, a complete written description of the nature of the defect must accompany all returned Parts. Part returned due to Customer error will be reshipped to the Customer and rebilled. All items not eligible for return will be returned to the Customer, transportation collect.

9. SHIPMENT DAMAGE.

Part shipped from Photofabrication Engineering, Inc.’s distribution center is carefully packed and in compliance with carrier requirements. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material, and parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this will result in the carrier refusing to honor the claim. Concealed Loss or Damage. If damage is not discovered until the shipment is unpacked, make a request for inspection by the carrier’s agent and file a claim with the carrier.

10. MANUFACTURE ONLY.

Photofabrication Engineering, Inc. is the manufacturer of the Parts and makes no assurance of their suitability for the intended use. They are designed by Customer or their affiliates. Photofabrication Engineering, Inc. is not liable, in whole or in part, for any claim or damage arising from the use of any parts, and Customer agrees to fully indemnify, defend, and hold harmless Photofabrication Engineering, Inc. from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of such Parts.

11. INTELLECTUAL PROPERTY.

The specific designs of parts fabricated by Photofabrication Engineering, Inc. and designed by Customer remain the property of Customer. During the process of fabricating the Customer’s parts, Photofabrication Engineering, Inc. may develop new manufacturing methods and techniques. These manufacturing techniques will remain the sole property of Photofabrication Engineering, Inc..

12. TOOLING.

The tooling required for photochemical machining will be paid for and become the property of the Customer. Photofabrication Engineering, Inc. will store and maintain the tool(s) for five (5) years of disuse, after which the tool will be destroyed without notice to the Customer.

13. STATEMENTS AND ADVICE.

If statements or advice, technical or otherwise, is offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and Photofabrication Engineering, Inc. will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.

14. FORCE MAJEURE.

Photofabrication Engineering, Inc. will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Photofabrication Engineering, Inc.’s time for delivery or performance will be extended by the period of such delay or Photofabrication Engineering, Inc. may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.

15. MANUFACTURING PROCESS CHANGES.

Photofabrication Engineering, Inc. occasionally changes its manufacturing process. It is under no obligation to notify the Customer of such changes.

16. GENERAL.

The Terms and Conditions may not be modified or canceled without Photofabrication Engineering, Inc.’s written agreement. The sale of Parts hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation, or any other form or document issued by either party affecting the purchase and/or sale of Parts. No rights, duties, agreements, or obligations hereunder may be assigned or transferred by Customer without the prior written consent of Photofabrication Engineering, Inc. The obligations, rights, terms, and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Massachusetts and the applicable laws of the United States. Customers will not directly or indirectly export, re-export, sell, or transfer any part to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals. Photofabrication Engineering, Inc. hereby disclaims any interest in the trademarks, trade names, service marks, logos, copyrights, patents, domain names, and other intellectual property of third parties.

17. EXPORT COMPLIANCE.

Photofabrication Engineering, Inc. fully complies, and expects our customers to comply, with all U.S. export control regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).”

As a Term of Sale, Photofabrication Engineering, Inc. requires its customers to use reasonable efforts to cooperate with, and assist, Photofabrication Engineering, Inc. in the correct identification and classification of items provided by the customer or manufactured to the customer’s requirements, designs, and/or specifications, which may be subject to U.S. export control regulations. If the customer cannot, or will not, make commonly reasonable efforts to assist Photofabrication Engineering, Inc. in the correct identification or classification of items relative to U.S. export control regulations, then the customer hereby indemnifies and holds harmless Photofabrication Engineering, Inc. from any resulting violation and/or penalties which may arise from the inaccurate classification of items and any resulting exports of such items which occur.

Photofabrication Engineering, Inc. will not export controlled items without documented proof of a license or agreement from the appropriate U.S. governmental authority and will follow all terms, conditions, and provisos on such license or agreement as a condition of exporting and engaging in business with its customers.

Photofabrication Engineering, Inc. shall not be liable in any way to customers or third parties for delays caused by licensing issues to the extent such licensing issues arising out of the customer’s failure to cooperate with and assist Photofabrication Engineering, Inc. in its efforts to accurately classify items provided by the customer or manufactured to the customer’s requirements, designs and/or specifications.

18. INTERNATIONAL ORDERS.

Photofabrication Engineering, Inc. accepts orders from other countries. All orders of international origin are exported from the U.S. in accordance with Export Administration Regulations. All taxes, duties, insurance, shipping charges, and other international charges and fees are the responsibility of the Customer. Information including price quotations, handling, documentation, and shipping can be obtained by writing:

Photofabrication Engineering, Inc.
500 Fortune Boulevard
Milford, MA 01757

Updated: 16 July 2024