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KEY COMMERCIAL TERMS SUMMARY 
(Non-Binding Overview for Customer Convenience)

This summary is provided to highlight key commercial and operational terms that commonly apply to our manufacturing relationships. It is intended for clarity only and does not replace or modify the full Terms and Conditions of Sale that follows.

 

1. Scope of Services

Seller provides contract manufacturing services, which may include tooling, molding, assembly, packaging, inspection, and related services as defined in the applicable quotation or agreement.

All work is performed in accordance with documented specifications approved by Buyer.

 

2. Pricing and Cost Adjustments

  • Pricing is based on quoted volumes, material costs, and labor rates at the time of quotation.

  • Prices may be adjusted if:

    • Material or labor costs change, or

    • Actual volumes differ materially from quoted volumes.

  • Prices exclude freight, insurance, duties, and applicable taxes unless otherwise stated.

 

3. Payment Terms (Typical)

  • Production parts and services: Net 30 days from invoice

  • Tooling: Deposit required. Balance due with approved samples.

  • Late payments: Late payments may accrue interest as allowed by law.

 

4. Forecasting, Inventory & Make-Whole

  • Seller may procure materials and components based on Buyer forecasts.

  • If Buyer discontinues a product or relationship, Buyer agrees to purchase unused, Buyer-specific inventory at Seller’s carrying cost.

  • Seller commits to maintaining inventory levels that are commercially reasonable and aligned with current demand.

 

5. Delivery & Risk of Loss

  • Shipments are F.O.B. Seller’s manufacturing facility.

  • Risk of loss transfers to Buyer upon delivery to the carrier.

  • Delivery dates are estimates; Seller will make commercially reasonable efforts to meet schedules.

 

6. Inspection, Acceptance & Quality

  • Buyer must inspect goods promptly upon receipt.

  • Goods are deemed accepted if no written rejection is received within 10 days.

  • Seller maintains a documented Quality Management System aligned with ISO 13485 and ISO 9001 principles.

  • Buyer may review Seller’s QMS by mutual agreement.

 

7. Tooling & Molds

  • Tooling ownership, maintenance, insurance, and release terms are defined in writing.

  • Buyer is responsible for insurance coverage for Buyer-owned tooling.

  • Tooling will be maintained in operating condition consistent with its expected life and documented maintenance requirements.

 

8. Intellectual Property

  • Buyer retains responsibility for intellectual property related to Buyer-provided designs and specifications.

  • Buyer agrees to indemnify Seller for IP claims arising from Buyer-specified products.

 

9. Warranty & Liability (High-Level)

  • Seller warrants goods will conform to agreed specifications at delivery.

  • Remedies are limited to replacement or credit for nonconforming goods.

  • Seller is not liable for indirect, incidental, or consequential damages.

 

10. Regulatory Alignment (Medical / ISO 13485 Programs)

  • Change control, documentation, and traceability requirements will be managed in accordance with mutually agreed quality agreements.

  • Regulatory responsibilities (design control, regulatory submissions, post-market surveillance) remain with Buyer unless otherwise agreed in writing.

 

11. Governing Law & Dispute Resolution

  • Georgia law governs.

  • Disputes are resolved through binding arbitration in Georgia.

 

TERMS & CONDITIONS OF SALE

Acceptance and Scope

Elevate Solutions Group, LLC (Seller) acceptance of any quotation, offer, or purchase order (“Order”) is expressly conditioned on Buyer’s acceptance of these Terms and Conditions (“Terms”). These Terms apply to all goods, tooling, and services provided by Seller unless Seller expressly agrees otherwise in writing.

Seller objects to any additional or different terms proposed by Buyer, whether in a purchase order or other document. Any such terms are rejected and shall have no effect. Seller’s performance, including manufacturing or delivery of goods, does not constitute acceptance of Buyer’s additional or conflicting terms.

If no separate written agreement is carried out, Buyer’s acceptance of goods or services constitutes acceptance of these Terms, which are binding on Buyer and its permitted successors and assigns. Acceptance of any Order is subject to Seller’s credit approval.

 

1. Prices

a. Prices are based on labor, material costs, and volumes in effect as of the quotation date. Seller may adjust prices to reflect changes in labor or material costs or lower-than-quoted volumes.

b. Unless otherwise agreed in writing, all prices are stated in U.S. dollars and include packaging suitable for domestic shipment only. International packaging may result in additional charges.

c. Unless otherwise agreed in writing, prices exclude freight, insurance, taxes, duties, customs fees, license fees, and other charges. Buyer is responsible for all such costs. If Seller pays these costs on Buyer’s behalf, it will be on a cost plus basis.

d. Typographical or clerical errors are subject to correction.

e. Prices apply only to goods or services specified and do not include technical data or proprietary rights.

f. Prices do not include special inspections unless expressly stated in writing.

 

2. Payment Terms

Unless otherwise agreed in writing:

a. Manufactured goods and sevices: Net 30 days from invoice date.

b. Tooling, molds, gauges, jigs, and similar items: 50% upon order, Balance with Buyer’s approval of samples produced with tooling.

c. Past-due amounts accrue interest at 1.5% per month (or the maximum allowed by law). Partial shipments may be invoiced separately.

 

3. Delivery, Title, and Risk of Loss

Shipments are F.O.B. Seller’s manufacturing facility. Title and risk of loss transfer to Buyer upon delivery to the carrier.

Shipping dates are estimates only. Seller will use commercially reasonable efforts to meet delivery schedules but is not liable for delays.

If Buyer does not provide shipping instructions or provides unsuitable instructions, Seller may select the carrier and route. Freight and insurance costs are Buyer’s responsibility.

 

4. Inspection and Acceptance

Buyer must inspect goods promptly upon receipt. Goods are deemed accepted unless Seller receives written notice of rejection within ten (10) days of delivery.

Returned goods require Seller’s prior written authorization and return instructions. No credit or replacement will be issued for goods that have been altered, damaged, or further processed.

 

5. Financial Assurance

If Seller reasonably determines that Buyer’s financial condition is insecure, Seller may require advance or progress payments, suspend performance, or require payment in cash. Buyer remains responsible for payment of goods delivered and work in process.

 

6. Security Interest

Seller retains a purchase money security interest in all goods sold and proceeds thereof until full payment is received. Buyer agrees to execute documents reasonably necessary to perfect this interest.

 

7. Intellectual Property

Seller assumes no responsibility for infringement arising from goods manufactured to Buyer’s specifications. Buyer agrees to indemnify and hold Seller harmless from any claims related to intellectual property infringement for Buyer-specified designs or products.

 

8. Limited Warranty and Limitation of Liability

Seller warrants that goods will conform to agreed specifications and be free from defects in material and workmanship at the time of delivery.

Seller’s sole obligation and Buyer’s exclusive remedy is, at Seller’s option, replacement of nonconforming goods or issuance of a credit. Seller is not liable for special, incidental, indirect, or consequential damages.

Except as expressly stated, Seller disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.

 

9. Cancellation

Buyer may not cancel an Order without Seller’s written consent. If cancellation is approved, Buyer must pay all costs incurred, including materials, labor, overhead, reasonable profit, and any unamortized tooling or mold costs.

 

10. Tolerances and Finish

Unless otherwise specified in writing, molded parts are subject to ±0.015 inch tolerances. Color variations are acceptable. Finish includes only that produced by standard manufacturing processes.

 

11. Buyer-Supplied Materials

Buyer-supplied inserts or components must meet Seller’s specifications and be delivered prepaid. Seller is not responsible for defects or damages caused by Buyer-supplied materials.

 

12. Make-Whole Inventory

If Buyer discontinues a product or relationship, Buyer agrees to purchase all unused materials sourced specifically for Buyer at Seller’s carrying cost. Seller will maintain inventory at commercially reasonable levels.

 

13. Tooling and Molds

Ownership, insurance, maintenance, and release of tooling shall be governed by written agreement. Buyer is responsible for insurance and maintenance costs unless otherwise agreed.

 

14. Assignment
This Quotation is issued only to the Buyer named in it. The Buyer may not assign (transfer) this Quotation or any contract resulting from it to anyone else without the Seller’s prior written consent. The Seller will not unreasonably withhold such consent. Any assignment made without written consent is void.

 

15. Specific Liability Exclusion
The Seller is not liable for any loss or damage caused by delays or failure to deliver due to events beyond the Seller’s reasonable control. These events include, but are not limited to, acts of God, fire, labor disputes, accidents, actions of civil or military authorities, or shortages of fuel, labor, or materials. The Seller’s performance will be suspended during such events, and the time for performance will be extended for the period of the delay.

 

16. Severability
If any provision of this agreement is found to be invalid or unenforceable under the law of any applicable state or jurisdiction, that provision will be ineffective only to the extent of the prohibition. The remaining provisions will remain valid and enforceable.

 

17. Survival
The following provisions of this Quotation will continue to apply even after any contract entered into under it is terminated: Paragraphs 7, 8, 11, 12, and 13, and any other provisions that, by their nature or context, are intended to survive until they are fully performed.

 

18. Confidentiality
The Seller agrees not to disclose or use any of the Buyer’s proprietary information for any purpose other than fulfilling the Buyer’s order, unless the Buyer gives prior written consent.

 

19. Choice of Law
This Agreement will be governed by and interpreted under the laws of the State of Georgia, without applying Georgia’s conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

20. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to purchase orders submitted to the Seller, these Terms and Conditions, or any related contract — including questions about the validity, scope, or enforceability of this dispute resolution clause — that cannot be resolved by mutual agreement will be resolved exclusively and finally by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will be conducted by one arbitrator in Cobb County, Georgia. The proceedings will be in English. The arbitrator will apply the laws of the State of Georgia. The arbitrator’s decision will be in writing, will include written findings of fact, and will be final and binding on both parties. Judgment on the arbitration award may be entered in any court with jurisdiction.

Each party will bear its own costs and expenses related to the arbitration, regardless of the outcome. Arbitration under this section is the sole and exclusive method for resolving any dispute arising out of or relating to this Agreement.

 

21. Quality Management System
The Seller has implemented and will maintain an industry-recognized Quality Management System. Buyer reserves the right to review the Seller’s Quality Management System at any time.

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For more information, please contact us at: Contact | Elevate Solutions Group

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