Terms & Conditions | Status Components

STANDARD SALES TERMS AND CONDITIONS

STATUS COMPONENTS
Corporate Headquarters: Carmel, Indiana, USA
Effective Date: August 6, 2026

1. DEFINITIONS & CONTRACT FORMATION

Definitions: "Seller" refers to Status Components. "Buyer" refers to the entity or individual purchasing Goods or Services identified on the applicable Sales Order or Invoice.
Acceptance by Performance: Buyer shall be deemed to have accepted these Terms in their entirety upon the earliest of: (a) issuance of a Purchase Order; (b) electronic confirmation of a Quote or Sales Order; (c) acceptance of Goods; or (d) payment of an invoice.
Precedence of Terms: These Terms govern all transactions exclusively. Seller expressly rejects any additional, different, or conflicting terms contained in Buyer’s Purchase Orders, Global Terms of Delivery, or Procurement Agreements unless explicitly signed by an executive officer of Seller.

2. INVOICING, PAYMENT & NRE/TOOLING FEES

Standard Goods: Products shall be invoiced immediately upon release from Seller’s warehouse or upon fulfillment of the applicable Incoterms. Buyer acknowledges that final invoiced Unit Prices may be adjusted to reflect any applicable Tariff Adjustments defined in Section 7.
Set-Up & Tooling Fees (NRE): Set-Up, Non-Recurring Engineering (NRE), and Tooling fees shall be invoiced 100% in full upon submission of First Article Samples or Production Part Approval Process (PPAP) documentation. If Buyer waives sample/validation requirements in writing, fees shall be invoiced immediately upon such waiver or the commencement of production, whichever occurs first. Payment is due per the Sales Order, regardless of subsequent commercial production status.
Payment Terms: Payment shall be made in USD. If no terms are specified on the Sales Order or Invoice, payment is due net-30 days from the invoice date. Past-due accounts are subject to a 1.5% monthly service charge (18% per annum). Buyer shall be responsible for all collection costs, collection agency fees, and reasonable attorney’s fees.

3. CANCELLATION & PRODUCTION TERMINATION

Order Cancellation: Once a Sales Order is confirmed or a Purchase Order is issued, it cannot be canceled, rescheduled, or modified by Buyer without Seller’s express written consent.
Cancellation Liabilities: In the event of an approved cancellation, Buyer shall be strictly liable for: (a) 100% of all unpaid Tooling, NRE, and Set-Up Fees; (b) the full contract price of any completed or finished Goods; and (c) a prorated amount for Work-in-Process (WIP) and raw materials uniquely procured for Buyer’s order based on standard production lead times.

4. TWO-TIERED INSPECTION & DISCREPANCIES

Logistics Inspection Window: Buyer shall inspect all shipments for visible logistics discrepancies, including package damage, short-shipments, or incorrect part numbers, within fifteen (15) business days of delivery. Goods shall be deemed accepted regarding logistics criteria unless Buyer provides written notice within this period.
Latent Manufacturing Defects: Defect claims arising from latent manufacturing variations not discoverable upon visual arrival inspection must be submitted in writing within twelve (12) months from the date of delivery.
RMA Requirements: No Goods may be returned without a Seller-issued Return Material Authorization (RMA) number. Returned Goods must be shipped in their original packaging to protect component engineering integrity.
Exclusive Remedy: For validly rejected Goods, Seller’s sole and exclusive obligation is to, at its option: (a) repair the Goods; (b) replace the Goods; or (c) credit Buyer’s account for the affected Unit Price.

5. MANUFACTURE TO PRINT & DISCLAIMER OF WARRANTIES

Manufacture to Print: Seller acts strictly as a contract manufacturer executing to Buyer’s technical drawings, prints, CAD models, schematics, material choices, tolerances, and design specifications ("Buyer's Specifications"). Seller assumes no responsibility or liability for the engineering, structural integrity, field safety, regulatory compliance, performance, or commercial viability of the designs provided by Buyer. Buyer warrants that all design specifications provided to Seller are fully vetted, tested, and safe for production.
Conformity Warranty: Seller warrants strictly that for a period of twelve (12) months from delivery, the Goods shall conform in all material respects to the specific Buyer's Specifications approved via the formal first article or PPAP baseline.
Absolute Warranty Disclaimer: Except for the limited conformity warranty expressly stated above, Seller provides all Goods strictly on an "As-Is, Where-Is" basis. Seller makes no other representations or warranties of any kind, express or implied, and explicitly disclaims all warranties of merchantability, fitness for a particular purpose, non-infringement, or conformity to any field-level environmental, automotive, or industry standards.
Design Liability Indemnification: Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, and its international manufacturing partners from and against any and all claims, damages, liabilities, product liability lawsuits, vehicle or product recalls, or expenses (including reasonable attorney's fees) arising out of defects inherent in Buyer's design, engineering failures, material selection errors, or claims that Buyer's Specifications infringe upon any third-party intellectual property rights.

6. DELIVERY & RISK OF LOSS

Incoterms: All shipments are EXW (Incoterms 2020) 5650 Belcher Way Suite 100, Lebanon, IN 46052 unless otherwise specified in writing by Seller. Risk of loss and title pass to Buyer upon delivery to the carrier at Seller’s facility. Seller is under no obligation to load the collecting vehicle or clear the goods for export unless specified in a separate written agreement.
Lead Times: Estimated material availability dates are for informational purposes only. Seller is not liable for delays beyond its reasonable control.
Country of Origin: All Goods are of international origin unless otherwise specified in writing by Seller.

7. TARIFF ADJUSTMENTS & THRESHOLDS

Baseline Rate: Unit Prices are based on the HTSUS duty rates in effect as of the date of the Sales Order. The provisions of this Section 7 shall only apply if the specific Baseline Rate is explicitly stated on the applicable Sales Order; otherwise, this section is completely inapplicable to the transaction.
Automatic Adjustment: For every incremental 2% increase in the mandated duty rate at the time of import above the Baseline Rate, the Unit Price shall automatically increase by 1% (2:1 ratio).
10% Renegotiation Threshold: If cumulative automatic increases reach 10% of the original Unit Price, the automatic formula is suspended. Either party may initiate a 30-day "Good Faith" negotiation; if no agreement is reached, either party may terminate the affected portion of the order without penalty.
Automatic Rollback: For every incremental 5% decrease in the mandated duty rate at the time of import below the Baseline Rate, the Unit Price shall automatically decrease by 1% (5:1 ratio).
Confidentiality: Seller’s justification is limited to public evidence (e.g., Federal Register). Seller is not required to disclose internal cost structures or profit margins.

8. TOOLING OWNERSHIP, LOCATION & TRANSFERS

Physical Location & Possession: Buyer acknowledges that all unique molds, dies, fixtures, or tooling ("Tooling") are kept, maintained, and operated exclusively at Seller’s designated international manufacturing facilities. While right and title to Tooling paid for by Buyer shall vest with Buyer upon payment in full, physical possession and operational control shall remain exclusively with Seller for the duration of the manufacturing relationship.
Transfer Requirements & Protections: In the event Buyer requests physical transfer of the Tooling out of Seller's international manufacturing facility, such release is strictly conditioned upon:
1. Financial Clearance: Payment in full of all outstanding open invoices, past-due balances, and any approved cancellation fees.
2. IP Protection: Seller reserves the right to remove, erase, or withhold any proprietary manufacturing processes, engineering inserts, hot runner configurations, gating designs, or software code owned by Seller or its manufacturing partners that are embedded within or used alongside the Tooling. Seller is not liable for any reduction in tool efficiency or functionality resulting from the removal of these proprietary configurations.
3. Release of Liability: Tooling is transferred strictly "As-Is, Where-Is" at the manufacturing facility. Seller is entirely released from any future production quality issues, maintenance obligations, or liability once the Tooling is released to Buyer's carrier.
Transfer & Engineering Recovery Penalty: To compensate Seller for unamortized engineering design hours, international project management, setup optimization, and loss of production capacity, Buyer shall pay a non-negotiable Transfer Fee equal to 30% of the original total Tooling invoiced cost (or a flat minimum fee of $3,000, whichever is greater) prior to physical release.
Logistics & Export Compliance: All logistics, rigging, export crating, local customs clearance, export duties, and international freight shall be the sole responsibility and expense of Buyer. Delivery shall be executed EXW (Incoterms 2020) at the designated international manufacturing facility. Seller is not responsible for any export restrictions, delays, or seizures imposed by customs authorities.

9. STRICT LIMITATION OF LIABILITY (LINE-DOWN PROTECTION)

Exclusion of Consequential Damages: In no event shall Seller be liable to Buyer or any third party for any incidental, indirect, special, punitive, or consequential damages. This includes, but is not limited to, loss of profits, loss of commercial revenue, business interruption, plant or assembly line shutdown charges, OEM-administered technical penalties, logistics premium freight, sorting costs, or administrative fees arising out of or connected with the delivery, delay, or failure of Goods.
Liability Cap: Seller’s total aggregate financial liability for any and all claims, breaches, indemnities, or causes of action arising under or related to this agreement shall be strictly capped at, and shall not exceed, the total dollar amount actually paid by Buyer to Seller for the specific shipments of Goods giving rise to the dispute during the three (3) month period immediately preceding the event.

10. LEGAL PROTECTIONS & JURISDICTION

Force Majeure: Neither party shall be liable for failure or delay (except for payment obligations) caused by Acts of God, pandemics, government restrictions, labor strikes, port congestion, or global supply chain disruptions.
Governing Law & Jurisdiction: This Agreement, and all claims or causes of action arising out of or relating to it, shall be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to its conflict of laws principles. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts serving Hamilton County, Indiana (reflecting Seller's principal corporate operations in Carmel, Indiana). Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.