Sole Terms: Each order for the purchase of goods and/or services, including work product and deliverables, (“Supplies”) issued by AGA Precision (“Order”) is expressly limited to these Terms.

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Acceptance: Customer accepts the Order, these Terms, and all documents incorporated herein by reference by (i) written acceptance or acknowledgement, (ii) commencing performance, or (iii) acceptance of payment. Any additional or different terms proposed by the Customer shall be valid only if expressly approved in writing by AGA Precision; otherwise, they are deemed rejected. 

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Lead Time: Lead times quoted are estimated and are not guaranteed.  Lead times may vary due to supplier or production constraints. Once an Order is received, current lead times and any delays will be confirmed to the Customer. AGA Precision reserves the right to adjust delivery schedules as necessary.

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Pricing: All prices are quoted based on the totality of the information provided to us at the time of quoting. Prices are subject to change based on material costs, tariffs, market availability, total quantities, delivery frequency, and batch size. AGA Precision reserves the right to adjust prices as necessary, with communication to the Customer.

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Payment: AGA Precision shall pay invoices in accordance with the net terms specified in the applicable agreement or invoice, or as otherwise mutually agreed in a separate written instrument. Payment shall be due only after AGA Precision’s receipt of a correct and complete invoice. The Parties expressly acknowledge and agree to such payment terms. Where applicable law prohibits payment terms exceeding statutory limits, the Parties shall comply with such limitations, and a shorter payment period may apply.

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Purchase Order: A written purchase order is required for all orders.  All Orders will be reviewed against our quote for accuracy.  Any changes to the scope of the project will require a re-evaluation of the quote.

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Project Commencement: Initial work will not begin util all of the following conditions are met: (i) the project requirements are clearly defined and agreed upon by both Parties; (ii) pricing is finalized and reflected in the Order; and (iii) all required information, materials, and deliverables to be provided by the Customer have been received by AGA Precisions. Any delay in meeting these conditions may result in adjusted lead times or rescheduling of production.

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CAD Files/Drawings: Programs are created for our CNC machines from the CAD solid model files supplied to us.  It is presumed that the Customer will supply accurate CAD models and drawing files.  AGA Precision is not responsible for errors in CAD models and/or drawing files supplied by the Customer.  Additionally, and unless specifically quoted, AGA Precision is not responsible for verifying the CAD model files against the drawing files. Customer is responsible for ensuring that all CAD files and drawings reflect the final approved design. AGA Precision shall not be liable for discrepancies between CAD models and drawing files unless verification services are expressly included in the scope of work.

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CAD Errors: If errors in the customer-supplied CAD files are discovered while parts are in-process, additional charges will be incurred on a “time and material” basis as needed to correct the errors.  The customer will be advised of any extra charges and a revision to the Order will be required to cover the charges before work can resume.  If errors in the CAD model and/or drawing files are found after the parts are completed, the Customer is obligated to buy the parts at the quoted price.

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Customer Delays and/or Holds: In the event of delays or holds caused by inaccurate or incomplete information, or other Customer-related reasons, it will be necessary to pass additional charges onto the Customer.  In some cases, depending on the length of delay, it may be necessary to pull the job out of the machine.  In such event, additional setup charges will be incurred.   Work will not proceed on the Order, and a new delivery date will not be established until there is a revised Order for the additional charges.

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First Article Inspection (FAI) Charges: FAIs are available upon Customer request and have a corresponding price. Requests for FAIs before quoting will either be worked into the total cost or shown as a separate line item. FAIs requested after a quote has been issued will be charged a standard shop fee.

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Expedited and Minimum Charges: AGA Precision will quote expedited surcharges upon request.  When expedited goods/services are required, minimum charges for performing services and acquiring outsourced suppliers may be necessary.   If a project needs to be expedited, contact AGA Precision.

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AGA Property: AGA Precision owns all materials made available to the Customer by AGA Precision as well as all replacements of those materials. Customer shall clearly mark AGA Property and safely store separate and apart from Customer’s property in good condition, bear the risk of loss, and ship at Customer’s expense to AGA Precision in as good condition as originally received, with reasonable wear and tear expected. 

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Access: At any time AGA Precision may inspect and remove AGA Precision property. Supplier grants AGA Precision an immediate right of access at any time to enter Customer’s premises to inspect and remove AGA Precision Property without any liability to Supplier.

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Taxes: All sale and/or use taxes and Customs duties imposed by Federal, state, county, or municipal authority upon AGA Precision’s transfer and delivery of merchandise hereunder shall be paid by the Customer.

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Claims: In all claims for shortages, the Customer must notify AGA Precision immediately within receipt of shipment. 

Packaging: Any specialized packaging must be specified in the Order. If parts are returned, they must be packed with the same care as they were originally packed by AGA Precision.  AGA Precision is not responsible for parts damaged in return shipments by the customer. 

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Tools, Dies: Tools, dies, gauges, and fixtures are an integral part of the manufacturing process and are included in engineering charges. As a proprietary item, payment by the Customer, whether separately quoted or not, conveys neither ownership nor the right of removal from the AGA Precision’s premises.

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Patents: The products hereunder are manufactured in accordance with the Customer specifications and design. Accordingly, the Customer shall defend and hold harmless the AGA Precision from all damages, claims, actions, or suits based upon actual or alleged infringement of any patent registered in the U.S. or elsewhere.

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Warranty: AGA Precision warrants that goods manufactured by AGA Precision will conform to the drawings and specifications furnished by the Customer. Where products are used and combined with other equipment or components not furnished by the AGA Precision, the Customer agrees to indemnify the AGA Precision for all claims and expenses resulting from the use of incorporation into the Customer’s products.  No express or implied warranty of merchantability or fitness for use is made except as provided herein. This warranty does not cover defects resulting from improper handling, misuse, or modifications made by the Customer or third parties.

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Limited Liability: AGA Precision’s liability shall be limited to the amount of the contract. In no event will AGA Precision be liable for consequential or special damages arising from any defect or use of its product.

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Industry Standards: AGA Precision maintains certifications including AS9100D and ITAR registration, and complies with applicable aerospace, defense, and industrial standards. Customer shall provide all necessary documentation to support compliance with export control and regulatory requirements.

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Confidentiality: Any confidential, proprietary, or non-public information, including drawings, descriptions, specifications and any other intellectual property made available to Supplier or created for AGA Precision related to the Order (“Confidential Information”) is the property of AGA Precision. Customer and its representatives shall protect AGA Precision Confidential Information, and shall not disclose, copy, reproduce, reverse engineer, or transfer Confidential Information to any third parties or use for purposes other than fulfilling its obligations under the Order.

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Intellectual Property: Intellectual Property includes any patent, trademark, trade secret, copyright, design, know-how, or other proprietary right. AGA Precision retains all right, title, and interest in and to its Intellectual Property related to the Order. Any license of AGA Precision Intellectual Property is granted solely for the limited right to permit Customer to perform its obligations under the Order for the sole benefit of AGA Precision. Customer retains its Intellectual Property that existed before the Order. 

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Termination for Convenience: AGA Precision reserves the right to terminate the Order, or any part hereof, at its sole convenience. Upon receipt of termination notice, Customer shall immediately cease all work. Customer shall submit necessary documentation to claim reasonable termination costs seven (7) days if any, which shall only include Customer’s direct costs that have been incurred as a result of the termination. Any claim shall be waived unless asserted within seven (7) days from Customer’s receipt of AGA Precision’s termination notice. 

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Termination for Default: Upon written notice to Customer, AGA Precision may terminate all or part of the Order if (i) Supplier defaults in the performance of any provision of the Order and such default is not cured within seven (7) days, or (ii) in the event of Customer’s bankruptcy, suspension of business, insolvency, the appointment of a receiver for Customer for the benefit of its creditors. Customer shall be liable for, and pay to AGA Precision, any costs, including the cost for additional administrative and managerial services, in excess of the price for goods/services. Customer shall protect and preserve property in its possession where AGA Precision has an interest. AGA Precision is entitled to a refund of all monies paid to Customer for the terminated Order.

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Customer Cancellation: Orders may be canceled or deliveries deferred upon written notice to AGA Precision.  Customer shall assume immediate liability and make a payment to AGA Precision for AGA Precision’s work completed and in process.   Such charges shall include raw material, tooling, engineering, handling, overhead, production, and outside costs; i.e. heat treat and anodize.  Such charges will be determined at the time of cancellation or deferment.

Governing Law: These Terms and Conditions are governed by the laws of the State of California, without regard to its conflict of law principles.

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Dispute Resolution: The Parties shall attempt good faith resolution of a dispute within thirty (30) days, during which time Customer shall perform the Order in accordance with AGA Precision’s instructions. If the Parties are unable to resolve the dispute within that period, the Parties shall submit to an appropriate dispute resolution procedure selected by AGA Precision.

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Force Majeure: Neither Party will be in default for any delay or failure to perform due to natural, civil, or political causes beyond its control and without its fault or negligence (“Force Majeure”). The following shall not constitute a Force Majeure event: (i) Customer’s ability to sell goods/services at a more advantageous price, (ii) increase in production costs, (iii) interruptions in Supplier’s supplies, (iv) labor disputes or strikes at Customer’s facilities, or (v) epidemics. The Party affected by a Force Majeure event shall promptly provide written notice to the other, explaining in detail the full particulars and expected duration of the event, and shall use its best efforts to remedy the event. If a Force Majeure event delays performance for more than thirty (30) days, either Party may terminate the affected portion of the Order without liability, except for payment due for work performed prior to termination.  

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Epidemics: Customer shall make best efforts to perform its obligations during an epidemic. AGA Precision cannot be held liable and Customer shall not be entitled to any damages or indemnifications resulting from an epidemic.

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Remedies: The rights and remedies available to AGA Precision are cumulative and in addition to all other legal or equitable remedies. AGA Precision may reject without payment any goods/services that are nonconforming. Customer shall reimburse AGA Precision for all damages caused by Customer’s breach or nonconforming goods/services. Monetary damages may not be a sufficient remedy for any actual, anticipatory, or threatened breach of the Order, and in addition to all other rights and remedies that AGA Precision may have, AGA Precision shall be entitled to specific performance and injunctive equitable relief as a remedy. If any portion of the Order is invalid or unenforceable, the remaining portions of the Order remain valid and enforceable. 

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Recovery of Costs: If any legal action or other proceeding is brought for the interpretation or enforcement of this agreement, or because of an alleged breach, default or other dispute in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, whether for negotiation, trial, appellate, bankruptcy or other services, and other costs incurred in the action or proceeding, in addition to any other relief to which it or they may be entitled.

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Relationship of Parties: Each Party is an independent contractor and the Order shall not constitute, create, or give effect to or otherwise imply a joint venture or partnership of any kind. Neither Party shall be deemed to be an employee, agent, partner, legal representative, or joint employer of the other, nor shall have any right, power, or authority to create any obligation on behalf of or bind the other in any way.

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Assignment/Subcontractor: Customer shall not assign, subcontract, or otherwise transfer any of its rights or obligations under the Order unless agreed in writing. Customer will impose these Terms on all subcontractors and shall be liable for subcontractor performance. 

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Notices: When required by these Terms, notices to Customer shall be sent to Customer’s address on the Order. Notices to AGA Precision shall be sent to AGA Precision’s address on the Order, with a copy to PMGC Holdings Inc., 120 Newport Center Drive, Ste 250, Newport Beach, California 92660, attention: Legal. All notices shall be delivered personally, or by postage prepaid registered mail, return receipt requested. Notice is effective on receipt by a Party.

Entire Agreement: This document contains the entire agreement of the parties relating to this subject matter, may not be changed or modified except by writing executed by the parties, and is binding upon the heirs, successors, personal representatives, and assigns of the parties. Any other attempted modification shall be void and not admissible in evidence in any action arising from this agreement.

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