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Terms & Conditions

Effective Date: May 12, 2025 – REV 1

Company Name: AGILIANT ENGINEERING INC. dba ALPHA DIE CUTTING

Business Address: 7567 CONVOY CT., SAN DIEGO, CA 92111

These Terms and Conditions (“Agreement”) govern the sale of custom gasket products (“Products”) by AGILIANT ENGINEERING INC. dba ALPHA DIE CUTTING (“Seller”) to its customers (“Buyer”). By placing an order, Buyer agrees to be bound by the terms of this Agreement.

1. Orders & Acceptance

  • All orders are subject to written acceptance by Seller.
  • Orders must include complete specifications, technical drawings, and any other relevant data.
  • Seller reserves the right to refuse or cancel orders based on material availability or design feasibility.

2. Pricing & Payment

  • All prices are in U.S. Dollars and exclude California sales tax, shipping, and additional applicable fees.
  • Payment terms are Net 30 days from the invoice date, unless otherwise agreed in writing.
  • Late payments are subject to a 1.5% monthly service charge or the maximum permitted by California law

3. Design & Custom Specifications

  • Buyer is solely responsible for the accuracy and completeness of all submitted specifications.
  • Seller is not liable for any performance issues resulting from Buyer-provided designs or flaws.
  • Changes to specifications must be made in writing and may incur additional costs or extended lead times.

4. Delivery & Risk of Loss

  • Shipping dates are estimated and not guaranteed.
  • Risk of loss passes to Buyer upon delivery to the carrier, including prepaid shipments.
  • Buyer is responsible for all shipping and handling charges unless otherwise agreed.

5. Cancellations & Returns

  • Once production has begun, custom gasket orders are non-cancelable and non-returnable.
  • No refunds will be issued for Products manufactured in accordance with approved specifications.
  • Exceptions require prior written authorization from Seller.

6. Warranty

  • Seller warrants that Products will be free from defects in material and workmanship under normal use for 30 days from delivery.
  • Remedies are limited to repair, replacement, or credit, at Seller’s sole discretion.
  • Warranty does not cover misuse, improper installation, or external damage.

7. Limitation of Liability

  • Seller’s liability is strictly limited to the value of the defective Product.
  • Seller shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits or production downtime.

8. Intellectual Property

  • All proAll tooling, documentation, and proprietary designs developed by Seller remain its intellectual property unless agreed otherwise in writing.
  • Buyer affirms that their provided specifications do not infringe any third-party intellectual property rights.

9. Compliance with Laws

  • Both Buyer and Seller shall comply with all applicable federal, state, and local laws and regulations, including but not limited to California labor and environmental standards.

10. Governing Law

  • This Agreement is governed by the laws of the State of California.
  • All disputes shall be resolved in the state or federal courts of San Diego County, California.

11. Force Majeure

  • Seller is not liable for delays or failure to perform due to causes beyond its control, including natural disasters, supply chain disruptions, labor disputes, or governmental actions.

12. Entire Agreement

  • This Agreement constitutes the entire understanding between Buyer and Seller and supersedes all prior communications or agreements.
  • Any modification must be in writing and signed by both parties.

Supplier Terms & Conditions

Shipping: All shipments to Alpha Die Cutting must be Prepay and Add using the supplier’s carrier unless alternative arrangements have been specified.

Access Rights: Suppliers shall grant access to Alpha Die Cutting, its customers, and applicable regulatory authorities to relevant facilities and documentation at all levels of the supply chain.

Shipment Delays: Suppliers must notify Alpha Die Cutting immediately upon discovery of any shipment delay.

Contract Changes: Suppliers must receive written approval from Alpha Die Cutting prior to making any changes to contract requirements.

Confidentiality: All contract-related information must remain confidential. No third-party disclosures are permitted unless authorized in writing.

Document Retention: All documents must be retained for a minimum of 8 years, unless a longer retention period is requested. Upon expiration, documents must be returned or destroyed.

Subcontracting: Subcontractors must notify Alpha Die Cutting before transferring work to a new facility. Approval must be obtained prior to transfer.

Non-Conforming Materials: Suppliers must notify Alpha Die Cutting of any non-conforming product or raw material immediately.

Counterfeit Prevention: Suppliers must implement processes to prevent the use of counterfeit parts.

Flow-Down Requirements: Suppliers must communicate all relevant requirements, including key characteristics, to sub-tier suppliers and ensure adherence to a foreign object damage (FOD) control process.

Personnel Awareness: Supplier personnel must be made aware of the following:

  1. Their role in product and service conformity
  2. Their impact on product safety
  3. The importance of ethical behavior