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TERMS AND CONDITIONS OF PURCHASE ORDERS

PURCHASE ORDER CONTENT & PRECEDENCE

The Purchase Order incorporates and supersedes any prior offers, negotiations, and agreements concerning the subject matter thereof and constitutes the entire agreement between Customer and PFG Precision Optics, Inc. (PFG, and combined, the Parties) and shall include the among other things, the specifications, quality assurance provisions, quantity, price and delivery of the Product.

CONFIRMATION OF PURCHASE ORDER

PFG shall email a signed confirmation after receiving a Purchase Order from the Customer, which shall constitute acceptance of the Purchase Order.

DELIVERY

Shipments will be made pursuant to the Purchase Order but the Customer understands that unforeseen events can result in delays. Customer shall not refuse late deliveries and does not have the right to cancel the Purchase Order or to impose penalty fees or other costs on PFG. PFG shall act in good faith and make additional efforts to minimize the delay, but shall not be responsible for the shipping costs, unless PFG, in its sole discretion chooses to do so. PFG will not be responsible for any costs or losses incurred by the Customer as a result of the late delivery or delivery to an incorrect location.

MODIFICATION OF ORDER

The Purchase Order contains all the agreements of the Parties with respect thereto. The terms and conditions contained in the Purchase Order may not be added to, modified, superseded, or otherwise altered unless agreed to in an email by PFG.

CANCELLATION OF ORDER

Once Product enters the “work in progress” or WIP stage, which includes the purchase of raw material, Purchase Orders cannot be cancelled by the Customer. At its sole discretion, on rare occasions PFG shall agree to Customer’s request for termination of the Purchase Order and shall be entitled to amount(s) it deems reasonable, up to the value of the original Purchase Order plus any penalty fees or expenses it incurs as a result of the cancellation. Payment for completed product delivered to and accepted by Customer shall be at the price specified in the Purchase Order.

PAYMENT TERMS

Only approved Customers shall receive payment terms of Net 30. Accounts with balances aged beyond 30 days from invoice date will be placed on credit hold. New Purchase Orders or shipments shall not be processed on accounts that are in credit hold status until payment is received in full. PFG reserves the right to alter established payment terms on accounts that are not paid per agreement. New Customer terms shall require prepayment (wire or check) until credit information is verified and approved by PFG. Payment must be received by PFG before order processing and shipping.

TAXES

Unless otherwise notified by PFG via email, the price of the Purchase Order excludes, and Customer shall be responsible for, the payment of any Federal, state, and local taxes, duties, tariffs, transportation taxes, or other similar taxes or fees which are required to be imposed upon the Product ordered hereunder by the Customer.

CLAIMS FOR DEFECTIVE, LOST OR DAMAGED PARTS

PFG must be notified within 60 days from the invoice date of any defective or lost parts, or parts damaged during shipping. Product shall be returned to PFG for evaluation under the Return Material Authorization procedure as described below.

RETURN MATERIAL AUTHORIZATION (RMA)

PFG requires all returns to obtain a Return Material Authorization (RMA) number. No product will be accepted without the RMA number. Product shall be returned in their original packing materials, along with a written description of the defect, including the Purchase Order number, line item number part number, and the coating lot number. All returns need to be clearly marked with the assigned RMA number. RMAs are valid for 30 days from the date of issue. If parts are not received within that time frame, the RMA will be canceled. PFG shall make a determination of whether the RMA is valid or invalid. If the RMA is deemed valid, PFG shall provide replacement parts rather than provide credit to the Customer. If it is not possible to reasonably provide replacement parts, a credit will be applied to the Customer’s account. If the RMA is deemed invalid the product will be returned to the Customer at Customer’s expense. If the RMA is deemed valid, Customer may request a corrective action, which PFG shall provide as long as the RMA represents a material quantity or value relative to the total Purchase Order. No credits may be applied to an RMA prior to part return. Unauthorized credits will remain as open amounts due until the disposition of the return is finalized. Customer agrees to work with PFG to quickly resolve any accounting issues. Failure to respond in a timely manner could jeopardize the processing of Purchase Orders and shipments until resolved.

EXPORT CONTROL COMPLIANCE

PFG represents that it shall comply with all laws and regulations of the United States related to exports and imports including obtaining all required authorizations from the U.S. government.

INDEMNIFICATION

The Customer shall indemnify, hold harmless, and at PFG’s request, defend PFG, its officers, directors, customers, agents, and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the products provided under this Purchase Order.

LIMITATION OF LIABILITY

IN NO EVENT SHALL PFG BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES OR ANY DAMAGE DEEMED TO BE OF AN INDIRECT OR CONSEQUENTIAL NATURE ARISING OUT OF OR RELATED TO ITS PERFORMANCE UNDER THE PURCHASE ORDER.

APPLICABLE LAW

The Purchase Order shall be governed by the laws of the State of Mississippi.

SCHEDULE OF STANDARD FEES

The following outlines standard fees that may apply to orders placed with PFG. All fees listed are subject to change based on purchase order requirements at PFG’s discretion.

First Article Inspection (FAI) Fees

  • Description: Covers the preparation, inspection, and documentation of the First Article per industry standards (e.g., AS9102 or equivalent).
  • Fee: $500 per FAI report

Source Inspection (SI) Fees

  • Description: A fee applies when a customer requests a source inspection, requiring a designated representative to inspect and approve products at PFG’s facility prior to shipment. This fee covers the coordination, preparation, and support provided during the inspection process.
  • Fee: $1500 per inspection

Repair Evaluation Fees

  • Description: A fee applies to evaluate and inspect parts for repair that were not originally manufactured by PFG or covered under PFG’s warranty. This fee covers the time and resources required to assess the condition, feasibility, and cost of repairs.
  • Fee: $250 per evaluation
  • Additional details:
    • If repairs are approved and completed, this fee will be applied toward the total repair cost.
    • If repairs are deemed unfeasible by PFG or otherwise not approved, the evaluation fee will not be refunded.