Terms of Sale
These Terms of Sale govern quotes you accept, purchase orders you submit, and payments you make for machined parts and related manufacturing services from T Machine Works LLC d/b/a Tenuta Industrial Technologies ("Tenuta", "We", or "Us"), including orders placed through our customer portal at www.tenutaindustrial.com (the "Website"). By confirming an order, submitting a purchase order, or paying an invoice, you agree to these Terms of Sale.
These Terms of Sale are in addition to our Terms of Service and Privacy Policy. If there is a conflict between the Terms of Service and these Terms of Sale regarding a specific purchase, these Terms of Sale control for that purchase.
1. Quotes and orders
Quotes, Instant estimates, and portal pricing are invitations to treat unless we expressly state otherwise in writing. A binding order is formed when (a) you confirm a quote in the portal (including purchase order number and required shipping details) and we accept that confirmation, or (b) we accept your written purchase order that references our quote.
Instant or automated estimates may be labeled as estimates only or subject to shop confirmation. Until we confirm final pricing and manufacturability, those figures are not a firm offer and we may revise or decline the work.
Your confirmation must identify the correct part revision, quantities, material, finish, and other specifications. You are responsible for errors in the information you provide, including drawings, models, purchase orders, and ship-to details.
2. Pricing, taxes, and payment
Prices are as stated on the accepted quote or invoice, in U.S. dollars unless otherwise noted. Prices exclude shipping, duties, and taxes unless the quote expressly includes them. Applicable sales tax will be charged unless we have a valid exemption certificate on file for your account and the order qualifies.
Payment is due according to the payment terms on the invoice or your account (for example, due on receipt or Net 30). Online portal payments are processed by our payment provider. You authorize us to charge the payment method you select for the invoice balance and any agreed adjustments.
Past-due balances may accrue late charges to the extent permitted by law, and we may suspend open work, withhold shipments, or require prepayment for future orders until the account is current.
3. Lead times and schedules
Stated lead times, promised ship dates, and completion estimates are good-faith targets, not guarantees, unless we agree in a signed writing that time is of the essence. Schedules may change due to material availability, outside processing, capacity, force majeure, or changes you request. We will update status through the portal or by email when practical.
4. Customer designs and intellectual property
You represent that you own or have all rights needed for us to manufacture parts from the models, drawings, and specifications you provide, and that our manufacture will not infringe third-party intellectual property. You grant Tenuta a non-exclusive license to use those materials solely to quote, manufacture, inspect, ship, and support your order.
Unless otherwise agreed in writing, we do not transfer ownership of our manufacturing methods, fixtures, CAM programs, or shop process know-how. Title to finished parts passes as described in the Shipping section below.
5. Changes, cancellations, and holds
Change requests after order acceptance may require a revised quote, price adjustment, and new schedule. Work already performed, materials purchased, or outside processing started may be billed even if you cancel or revise the order.
We may place an order on hold if information is incomplete, payment is overdue, export or compliance questions arise, or we need your direction on a nonconformance or revision. Time on hold may extend lead time.
6. Inspection and acceptance
We manufacture to the specifications and tolerances on the accepted quote and released drawings. Unless the quote requires a specific inspection plan, we use commercially reasonable inspection practices for the work.
You must inspect parts promptly after delivery and notify us in writing of any claimed nonconformance within ten (10) days of delivery (or within a shorter period if the goods are perishable or otherwise require earlier notice). Failure to notify us within that period constitutes acceptance. Do not return parts without our written authorization.
7. Shipping, title, and risk of loss
Shipping method, carrier, and payment of freight follow the options selected at order confirmation (for example prepaid and add, collect, customer freight account, or pickup). Delivery dates depend on the carrier once the shipment leaves our facility.
Unless otherwise agreed in writing, title and risk of loss pass to you when we tender the goods to the carrier or when you or your agent take pickup at our facility. Claims for transit damage should be filed with the carrier; we will reasonably assist with packing-slip and shipping records.
8. Limited warranty
We warrant that parts will conform to the agreed specifications at the time of shipment, subject to normal manufacturing variation and the inspection terms above. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Our sole obligation for a timely, validated warranty claim is, at our option, to rework or replace nonconforming parts or to credit or refund the price paid for the nonconforming portion. We are not responsible for consequential damages arising from use, assembly, or further processing of parts after delivery.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENUTA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE AMOUNT YOU PAID TO TENUTA FOR THE SPECIFIC PARTS OR SERVICES GIVING RISE TO THE CLAIM. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DOWNTIME, OR COVER COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification and hold harmless
You design the parts. We machine, finish, and inspect them to the models, drawings, and specifications you provide. You are solely responsible for the fitness of those designs for your intended use, including assembly, further processing, resale, and performance in your product.
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Tenuta and its officers, members, employees, agents, and contractors from and against any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your designs, drawings, models, specifications, or instructions; (b) alleged infringement of a third party's intellectual property based on materials you supplied; (c) use, misuse, modification, assembly, or resale of parts after delivery; (d) personal injury, death, or property damage arising from your product or from parts used in it; or (e) your breach of these Terms of Sale. This duty does not apply to the extent a claim is caused solely by our failure to manufacture to the agreed specifications, which is addressed by the limited warranty above.
We will give you prompt written notice of a claim covered by this section. You will control the defense and any settlement, except that you may not settle a claim that imposes an obligation on Tenuta or admits fault by Tenuta without our prior written consent, which we will not unreasonably withhold.
11. Export control and restricted work
We do not accept ITAR-controlled, FFL, or other export- or license-controlled parts unless we have expressly agreed in a signed writing that we can and will perform that work. By ordering, you represent that the parts and data you submit are not subject to such controls, or that you have disclosed all relevant controls and we have agreed in writing to proceed. We may refuse or cancel work that would violate applicable law.
12. Force majeure
We are not liable for delay or failure to perform caused by events beyond our reasonable control, including acts of God, supply-chain disruption, carrier failure, labor disputes, utility outages, cyber incidents, pandemic, or government action. Performance resumes when the event ends; schedules may be equitably extended.
13. Governing law
These Terms of Sale are governed by the laws of the State of Wisconsin, without regard to conflict-of-laws rules. You agree to the exclusive jurisdiction of the state courts in Kenosha County, Wisconsin, or the federal courts located in Wisconsin, for disputes arising from these Terms of Sale or any order, except that we may seek injunctive relief in any appropriate forum.
14. Changes to these Terms of Sale
We may update these Terms of Sale by posting a revised version on the Website. The version in effect when you confirm an order or pay an invoice applies to that transaction. Material changes will show an updated "Last updated" date at the top of this page.
Contact
T Machine Works LLC d/b/a Tenuta Industrial Technologies
5915 52nd St, Ste A, Kenosha, WI 53144
Questions about these Terms of Sale or an order: [email protected] or (262) 326-5355.