Terms of Sale

1. Definitions

• “Order” means a request to purchase Goods submitted through the RivCut website, by purchase order, by acceptance of a Quote, or by other written means.
• “Quote” means a written or electronic quotation issued by RivCut, including instant online quotations, identifying parts, quantities, prices, and other order parameters.
• “Order Confirmation” means RivCut’s written or electronic confirmation that it has accepted an Order.
• “Goods” means the custom-manufactured parts and related deliverables described in an accepted Order.
• “Specifications” means the requirements for the Goods contained in the documents identified in Section 9 (Order of Precedence), as accepted by RivCut.
• “Manufacturing Standards” means the separate RivCut Manufacturing Standards document referenced in Section 12, as in effect on the date RivCut accepts the Order.
• “Effective Version” means the version of these Terms in effect on the date RivCut accepts the applicable Order.

2. Business Customers; Representations

By registering an account, requesting a Quote, or placing an Order, the person acting for Customer represents and warrants that:

1. Customer is acting for business or commercial purposes and not as a consumer;
2. the person submitting or accepting the Order is at least 18 years old;
3. the person has authority to bind Customer to these Terms and to the Order; and
4. the legal entity name, billing information, and contact information provided are correct and current.

An individual who accepts these Terms on behalf of a disclosed business entity does so as the entity’s representative. Acting as a representative does not, by itself, make that individual personally liable for the entity’s obligations. Personal liability may arise only as provided by law (for example, misrepresentation of authority) or under a separate signed guaranty as described in Section 7.

3. Electronic Acceptance; Contract Formation

3.1 How Customer accepts. Customer accepts these Terms by any of the following: (a) checking an unchecked box presented with these Terms; (b) clicking “Place Order,” “Submit Order,” “Accept Quote,” or a similar button; (c) electronically signing a Quote or Order Confirmation, including by typed-name signature; (d) submitting a purchase order after receiving notice that RivCut’s acceptance is expressly conditioned on these Terms; or (e) accepting a Quote that incorporates these Terms by reference.

3.2 Electronic records. The parties agree that electronic records and electronic signatures (including typed-name signatures and click-to-accept actions) are valid and enforceable under the federal E-SIGN Act and the California Uniform Electronic Transactions Act. RivCut may retain electronic evidence of acceptance, including the signer’s name and title, the Customer legal entity, the user account, the date and time, the IP address, device information, the order number, the quote revision, and the exact version of these Terms accepted. Customer agrees that such records are admissible to the same extent as paper records, subject to ordinary rules of evidence.

3.3 Version that governs. The Effective Version governs the applicable Order. RivCut may update these Terms prospectively by posting a revised version; a revised version does not change the terms of any Order that RivCut has already accepted.

4. Quotes; Order Acceptance

4.1 Quotes are not acceptance. An online or automated quotation, budgetary estimate, email price, or website price is an invitation to order, not RivCut’s acceptance. Quotes are valid for 30 days from issuance unless the Quote states otherwise.

4.2 When an Order becomes binding. An Order becomes binding on RivCut only when RivCut (a) sends an Order Confirmation; (b) accepts payment for the Order; (c) begins work on the Order; (d) expressly accepts Customer’s purchase order in writing; or (e) otherwise confirms acceptance in writing.

4.3 Rejection before acceptance. RivCut may reject or cancel any Order before acceptance for any lawful reason, including technical infeasibility; capacity limitations; pricing, software, or quoting errors; restricted or regulated work (Sections 15 and 16); prohibited products; insufficient information; credit concerns; compliance concerns; or unsafe or inappropriate applications. If RivCut cancels before beginning work, RivCut will refund amounts Customer paid for the canceled work.

5. Pricing; Price Adjustments

5.1 Basis of pricing. Pricing is based on the CAD files, drawings, specifications, quantities, materials, finishes, inspection and certification requirements, delivery requirements, and other information supplied at the time of quotation. Some orders require manual engineering review after submission; website pricing for such orders is preliminary until RivCut confirms it.

5.2 Limited grounds for adjustment. RivCut will not change the price of an accepted Order except when: (a) Customer changes the design or requirements; (b) Customer provided incomplete or inaccurate information; (c) the CAD model and drawing conflict; (d) material or processing requirements were omitted from the quoted information; (e) a manifest clerical, software, calculation, or quoting error occurred; (f) a required regulated process (Sections 15–16) was not disclosed; or (g) the parties approve a change order under Section 20.

5.3 Notice and Customer’s options. RivCut will notify Customer before proceeding with a material price adjustment. Customer may approve the revised price or cancel the affected work; if Customer cancels, Customer remains responsible for reasonable charges for work already completed, material purchased, programming, tooling, setup, and noncancelable commitments incurred for the Order.

6. Payment

6.1 Methods and timing. Payment terms are determined by the accepted Quote, Order Confirmation, invoice, or an approved written credit agreement. RivCut accepts prepayment, major credit cards, ACH, and wire transfer, and may require deposits by order size or material type as stated in the Quote or RivCut’s published payment-terms policy. Net payment terms are available only under an approved credit account.

6.2 Taxes, duties, freight. Prices exclude sales and use taxes, duties, customs charges, brokerage, and freight unless the Quote states otherwise; these are Customer’s responsibility. Where RivCut is required to collect tax, it will be itemized on the invoice. Customers claiming exemption must supply valid exemption certificates before shipment.

6.3 Processing and returned payments. Customer is responsible for returned-payment charges actually incurred. If Customer initiates a chargeback that is resolved in RivCut’s favor, the underlying amount is immediately due, plus reasonable documented costs of responding.

6.4 Late payment. Overdue amounts on commercial accounts accrue a late charge at the rate of the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid.

6.5 Suspension for nonpayment. While any undisputed amount is overdue, RivCut may suspend production, decline new Orders, withhold shipment of completed Goods, and revoke or modify credit terms, in addition to its other remedies. Suspension under this section does not extend RivCut’s delivery obligations.

7. Credit Accounts; Guaranties; Security

7.1 Credit is discretionary. Open-account credit is extended at RivCut’s discretion and requires a completed credit application. RivCut may reduce, suspend, or revoke credit terms based on payment history, credit deterioration, or other reasonable grounds; upon revocation, future Orders require prepayment.

7.2 Separate guaranties only. These Terms do not create any personal guaranty or parent-company guaranty. Any personal guaranty, or any guaranty by a parent or affiliate, must be contained in a separate written or electronic guaranty that is clearly identified as a guaranty, separately accepted, and signed by the guarantor in the guarantor’s personal or corporate capacity. RivCut may require such a separate guaranty as a condition of extending or continuing credit.

7.3 Security agreement by separate document. RivCut may condition credit on Customer signing a separate security agreement granting a purchase-money security interest in the Goods and their proceeds, together with authorization to file UCC financing statements, in each case complying with the California Uniform Commercial Code. Nothing in these Terms authorizes RivCut to enter Customer’s premises or to repossess Goods in any manner that would breach the peace, and these Terms do not create statutory lien rights; any statutory lien exists only where a specific statute applies.

8. Customer Purchase Orders; Conflicting Terms

8.1 Express condition. RivCut’s Quotes and acceptances are expressly conditioned on Customer’s assent to these Terms (California Commercial Code § 2207).

8.2 Rejection of other terms. RivCut objects to, and rejects, additional or different terms contained in Customer purchase orders, supplier portals, vendor agreements, email signatures, purchase-order attachments, procurement terms, quality clauses, website terms, acknowledgments, or other Customer documents. Such terms do not become part of the contract.

8.3 How Customer terms can apply. A Customer term applies only if an authorized officer of RivCut expressly agrees to it in a signed writing that specifically identifies the accepted modification. RivCut’s shipment, invoicing, acknowledgment, portal submission, or other performance is not acceptance of Customer’s additional or different terms.

9. Order of Precedence

9.1 Ranking. If the documents constituting an Order conflict, the following order of precedence applies (highest first):

1. a signed written change order or amendment;
2. a signed customer-specific agreement or quality agreement;
3. the accepted RivCut Quote;
4. the RivCut Order Confirmation;
5. order-specific selections made in the RivCut portal at checkout;
6. Customer’s two-dimensional drawing;
7. Customer’s three-dimensional CAD model;
8. Customer’s purchase order;
9. the RivCut Manufacturing Standards; and
10. general correspondence.

The Quote or Order Confirmation may expressly designate whether the drawing, the model, or a model-based definition controls for a given part; that designation governs.

9.2 Customer must disclose conflicts. Customer must disclose known inconsistencies among drawings, CAD files, models, specifications, notes, and purchase orders. RivCut may suspend production to request clarification, and the schedule and pricing impacts of incomplete or conflicting information are Customer’s responsibility.

10. Customer Responsibilities

Customer is solely responsible for: the accuracy and completeness of drawings and models; design adequacy; engineering analysis; tolerance stack-up; material selection; product safety; intended use; regulatory compliance of the end product; assembly requirements; fit and function; testing; validation; intellectual-property rights in the design; export-control classification of its technical data (Section 16); end-use and end-user restrictions; accurate quantities; and proper specification of inspection and documentation requirements. RivCut manufactures to the information Customer provides and is not responsible for errors in Customer’s design.

11. DFM Feedback Is Advisory

Automated or human design-for-manufacturability (“DFM”) feedback is provided as a courtesy to improve manufacturability. DFM feedback is not engineering approval, product certification, safety analysis, regulatory review, design validation, tolerance-stack validation, confirmation of fitness for purpose, or confirmation that the part will function in Customer’s application. Customer remains solely responsible for product design, testing, assembly, safety, and regulatory compliance, whether or not Customer adopts DFM feedback.

12. Manufacturing Standards

Unless the accepted Order expressly states otherwise, Goods are produced to the RivCut Manufacturing Standards, which are incorporated by reference and address default dimensional and angular tolerances, unspecified radii, thread classes and depths, hole depths, surface finishes, deburring and edge breaks, tool marks, cosmetic surfaces, finishing variation (anodize color/plating buildup), heat-treatment distortion, material condition and grain direction, part marking and serialization, packaging, quantity variance, inspection sampling, and model/drawing interpretation. Customer-specific requirements are binding only if expressly shown in the accepted drawing, model, Quote, or Order Confirmation. General expectations not stated in the accepted Order are not binding.

13. Inspection and Quality Documentation

13.1 Standard inspection. Standard inspection consists of visual inspection and dimensional verification of a sample of critical features using calibrated instruments, per the sampling plan in the Manufacturing Standards.

13.2 Purchased documentation. The following are provided only when expressly listed and priced in the accepted Quote or Order: CMM reports; full dimensional reports; First Article Inspection Reports; AS9102 reports; Certificates of Conformance; material certifications; mill test reports; heat-lot traceability; domestic-source certifications; special-processing, plating, and heat-treatment certificates; calibration records; source inspection; serialized traceability; PPAP documentation; FAIR balloon drawings; and custom inspection plans.

13.3 Methods and records. RivCut may use reasonable inspection methods and sampling plans unless the accepted Order requires a specific method. RivCut retains inspection records for seven (7) years unless a different retention period is expressly agreed.

14. Subcontracting and Outside Processing

RivCut may use qualified third parties for material procurement, heat treatment, anodizing, plating, passivation, powder coating, grinding, EDM, nondestructive testing, laboratory testing, calibration, specialty inspection, packaging, logistics, and other ancillary processes. Customer requirements concerning approved suppliers, domestic processing, NADCAP, AS9100, ITAR-registered processors, restricted sources, country of origin, or customer-approved processors are binding only if expressly stated in and accepted with the Order before production.

15. Regulated and Safety-Critical Applications

15.1 Disclosure required. Before ordering, Customer must disclose if a part will be used in or with: human implantation; life support; medical devices; flight-critical or space-flight systems; nuclear applications; military or defense applications; weapons systems; pressure-containing systems; safety-critical automotive systems; export-controlled applications; or other regulated or high-risk applications.

15.2 Written approval required. Such work may not be ordered through the standard instant-order process without RivCut’s written approval. RivCut may require manual quote review, a quality agreement, additional inspection, traceability, special certifications, regulatory documentation, export-control review, customer-approved suppliers, additional insurance or indemnification, or different liability terms as a condition of acceptance.

15.3 No implied certifications. RivCut makes no representation that it holds any certification or registration (including AS9100, ISO 9001, ITAR registration, FDA registration, or NADCAP accreditation) except as expressly stated in writing by RivCut and currently valid.

16. Export Control

16.1 Customer identification duty. Before uploading files or placing an Order, Customer must identify any controlled technical data or controlled parts, the applicable classification (e.g., ITAR/USML category or EAR/ECCN), any required licenses, and applicable end users, end uses, destinations, and access restrictions.

16.2 No controlled data through the standard portal. Customer must not upload ITAR-controlled, EAR-controlled (beyond EAR99), classified, or otherwise restricted technical data through the standard portal unless RivCut has expressly authorized the correct controlled-data workflow in writing for that Order.

16.3 Mutual compliance. Each party is responsible for its own compliance with applicable export-control and sanctions laws. RivCut may reject, suspend, or cancel work that raises export-control concerns, and Section 4.3 applies to amounts paid for canceled work not yet performed.

17. Intellectual Property

17.1 Customer IP. Customer retains ownership of its drawings, CAD models, specifications, trademarks, and proprietary product designs. Customer represents that it has the legal right to provide the files and to authorize RivCut to manufacture the parts, and grants RivCut a limited, non-exclusive license to use the files solely to quote, manufacture, inspect, subcontract permitted processes, package, deliver, support the Order, and retain required records.

17.2 RivCut IP. RivCut retains ownership of its manufacturing methods, toolpaths, CNC programs, setup sheets, process parameters, workholding concepts, soft-jaw designs, general-purpose fixtures, inspection methods, quoting methods, costing information, software, automation, know-how, and improvements of general application. Payment of a tooling, setup, programming, or NRE charge does not transfer ownership of RivCut’s manufacturing intellectual property unless a signed writing expressly says so.

18. Tooling and Fixtures

18.1 Categories. “Customer Tooling” means fixtures, gauges, and tooling owned and furnished by Customer. “Dedicated Tooling” means special-purpose fixtures or tooling made for Customer’s part. Soft jaws, consumable tooling, and general-purpose fixtures remain RivCut property.

18.2 Tooling charges. Unless the Quote expressly states that a tooling charge conveys ownership, a tooling or setup charge covers engineering, fabrication or adaptation, setup, and maintenance of tooling used for Customer’s Order and does not transfer ownership.

18.3 Storage, maintenance, disposal. RivCut will exercise reasonable care with Customer Tooling in its possession; risk of loss for Customer Tooling remains with Customer except to the extent caused by RivCut’s negligence. RivCut will store Customer Tooling and Dedicated Tooling for twelve (12) months after the last Order using it. After that period, RivCut may dispose of tooling after giving thirty (30) days’ written notice; return shipping is at Customer’s expense. RivCut has no obligation to retain CNC programs or tooling indefinitely unless agreed in writing.

19. Customer-Supplied Material

When Customer furnishes raw material, castings, forgings, blanks, components, or partially completed parts: (a) RivCut does not warrant Customer-supplied material; (b) Customer must accurately identify the material and provide required certifications; (c) Customer must supply reasonable excess quantity for setup, first-article proving, destructive testing where specified, and normal process loss (by default, 10% or two pieces, whichever is greater); (d) RivCut is not responsible for hidden defects, inclusions, porosity, hardness variation, contamination, prior damage, incorrect heat treatment, or inaccurate certifications in Customer-supplied material; (e) normal manufacturing scrap risk is allocated to Customer to the extent attributable to the material; (f) RivCut’s liability in connection with loss of or damage to Customer-supplied material is limited to the lower of the material’s replacement cost or the price of the affected Order and excludes lost profit, production interruption, contract penalties, and speculative value; (g) remaining material and chips may be recycled or disposed of unless return is expressly required and priced in the Order; and (h) Customer must disclose hazardous or contaminated materials before shipment to RivCut.

20. Changes

All changes to an accepted Order must be approved through a written or electronic change order. RivCut may equitably adjust price, delivery schedule, material commitments, inspection requirements, documentation charges, tooling charges, and outside-processing costs to reflect the change. Verbal instructions do not modify an Order unless RivCut confirms them in writing.

21. Cancellation

21.1 Cancellation charges. Customer may request cancellation of an accepted Order in writing. Cancellation charges will be a commercially reasonable amount reflecting: work completed and in process; engineering, programming, and setup performed; tooling made or adapted; material purchased; noncancelable supplier commitments; outside processing incurred; documented administrative cancellation costs; documented lost capacity that RivCut cannot reasonably remarket; shipping and storage; less applicable salvage value and costs avoided. The total cancellation charge will not exceed the price of the canceled Order.

21.2 Custom goods. Because Goods are custom-manufactured to Customer’s specifications and generally not resalable, Goods are nonreturnable except for nonconformance under Section 24, and where completed Goods cannot reasonably be resold RivCut may recover their price as permitted by California Commercial Code § 2709, consistent with the cap in Section 21.1.

21.3 Milestones. The Quote may designate noncancelable milestones (for example, material purchase or start of production for specified operations); after a designated milestone, the associated charges are deemed incurred.

22. Delivery; Lead Times

22.1 Estimates. Quoted lead times and delivery dates are good-faith estimates, not guarantees, unless the Quote or Order Confirmation expressly identifies a date as guaranteed.

22.2 When lead time starts. Lead time begins on the latest of: Order acceptance; receipt of any required payment or deposit; receipt of final complete files; resolution of open technical questions; Customer approval of drawings where required; receipt of conforming Customer-supplied material; and completion of any required export-control or compliance review.

22.3 Schedule changes. Delivery dates adjust equitably for Customer changes, late approvals, missing information, material shortages, supplier delays, machine breakdown, power outage, labor disruption, carrier delays, government action, natural disasters, and other events described in Section 34.

22.4 Guaranteed dates. If the Order expressly guarantees a delivery date, Customer’s sole and exclusive remedy for RivCut’s failure to meet it is stated in that Quote; if the Quote states no remedy, Customer’s sole and exclusive remedy is rescheduling and completion of delivery. RivCut does not guarantee delivery dates through the standard online ordering process. RivCut is not liable for consequential damages arising from delivery delay.

23. Shipping; Title; Risk of Loss

Unless the accepted Order states otherwise: (a) delivery is FOB RivCut’s facility, Union City, California; (b) risk of loss passes to Customer on RivCut’s delivery of the Goods to the carrier; (c) title passes at the same time, subject to any separately signed security agreement; (d) RivCut selects the carrier unless Customer specifies its own account; (e) freight, insurance, duties, taxes, customs, and brokerage are Customer’s responsibility unless the Order states otherwise; (f) RivCut may make partial shipments and invoice them separately unless prohibited in the accepted Order; (g) visible shipping damage must be noted with the carrier and reported to RivCut promptly (Section 25); and (h) if Customer delays or refuses shipment, RivCut may invoice the Goods and charge reasonable storage, and unclaimed Goods may be disposed of after sixty (60) days’ notice with proceeds credited against amounts due.

24. Limited Warranty

24.1 Warranty. RivCut warrants that, for ninety (90) days after delivery, the Goods will substantially conform to the accepted Specifications and be free from material defects in workmanship.

24.2 Exclusions. This warranty does not cover: Customer design errors; incorrect specifications; Customer-specified or Customer-supplied materials; normal manufacturing variation allowed by the Specifications and Manufacturing Standards; cosmetic characteristics not specified; misuse; improper storage, assembly, or installation; modification or rework by others; ordinary wear; corrosion after delivery; damage in transit after risk of loss passes; or failure caused by Customer’s larger system or application.

24.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 24.1 AND ANY EXPRESS WARRANTY STATED IN THE ACCEPTED QUOTE, RIVCUT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Express warranties stated in the accepted Quote are not disclaimed.

25. Inspection and Claims

25.1 Deadlines. Customer must give written notice of: visible shipping damage within five (5) business days of delivery; quantity shortages and visible defects within ten (10) business days of delivery; dimensional nonconformance within thirty (30) days of delivery; documentation discrepancies within ten (10) business days of delivery; and latent manufacturing defects within the warranty period and within fifteen (15) days of discovery.

25.2 Claim procedure. Customer must conduct reasonable incoming inspection; notify RivCut in writing identifying the order and part number; describe the alleged nonconformance; provide inspection data, photographs, and supporting records; preserve the parts; stop further processing of affected parts where reasonable; allow RivCut to inspect; and obtain RivCut’s written return-material authorization before returning or reworking parts.

25.3 Unauthorized costs. RivCut is not responsible for unauthorized sorting, rework, replacement procurement, expedited shipping, downtime, or third-party charges unless RivCut approved them in writing in advance.

25.4 Effect of missed deadlines. Failure to give timely notice under Section 25.1 constitutes acceptance of the Goods and waives the related claim, except for latent defects claimed within the period stated above.

26. Exclusive Remedies

For Goods that fail to conform to the warranty in Section 24, RivCut will, at its option: inspect; repair; rework; remake; replace; issue a credit; or refund the price paid for the affected nonconforming Goods. These remedies are Customer’s sole and exclusive remedies for breach of warranty or manufacturing nonconformance, to the maximum extent permitted by law. If an exclusive remedy is held to fail of its essential purpose, the exclusions and limitations in Section 27 nevertheless remain in effect to the fullest extent permitted by law.

27. Limitation of Liability

27.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVCUT IS NOT LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION, DOWNTIME, LOSS OF USE, COVER COSTS NOT APPROVED BY RIVCUT, RECALL COSTS, LINE-DOWN CHARGES, CUSTOMER PENALTIES, THIRD-PARTY CLAIMS AGAINST CUSTOMER, LOSS OF CONTRACTS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

27.2 Cap. RIVCUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNT PAID TO RIVCUT FOR THE ORDER GIVING RISE TO THE CLAIM.

27.3 Exceptions. The exclusions and cap do not apply to liability that cannot be limited under applicable law, including liability for RivCut’s proven fraud or willful misconduct, and do not limit Customer’s payment obligations.

28. Indemnification

28.1 Customer indemnity. Customer will defend, indemnify, and hold harmless RivCut and its members, managers, officers, employees, and agents from third-party claims, damages, and reasonable costs (including reasonable attorney fees) arising from: Customer’s designs or specifications; infringement of patent, copyright, trademark, trade-secret, or other IP rights by parts made to Customer’s specifications; Customer’s end product; Customer’s use or resale of the Goods; failure to disclose a regulated or safety-critical application (Section 15); Customer’s violation of export-control laws; Customer-provided instructions; Customer’s modification or integration of the Goods; Customer’s violation of law; or bodily injury or property damage caused by Customer’s design or application.

28.2 Limits. This indemnity does not apply to the extent a claim results from RivCut’s gross negligence or willful misconduct, or to liability that cannot lawfully be shifted.

28.3 Procedure. RivCut will give prompt written notice of an indemnified claim, allow Customer to control the defense with counsel reasonably acceptable to RivCut, and cooperate at Customer’s expense. Customer may not settle a claim that imposes non-monetary obligations on RivCut or admits fault by RivCut without RivCut’s prior written consent. RivCut may participate with its own counsel at its own expense.

29. Confidentiality; Records

29.1 Mutual obligations. Each party will use the other’s non-public business and technical information received in connection with an Order only for performing under these Terms and will protect it with reasonable care.

29.2 Permitted disclosures. RivCut may disclose Customer information to employees, contractors, suppliers, outside processors, inspectors, laboratories, shipping providers, professional advisers, insurers, and authorities who need it for the Order or for legal compliance, provided recipients are bound by confidentiality obligations where commercially reasonable.

29.3 Exclusions. Confidentiality obligations do not apply to information that is or becomes publicly available without breach; was already known without restriction; is independently developed; is lawfully received from another source; or must be disclosed by law (with notice to the other party where lawful).

29.4 Records. RivCut may retain order records, quality records, backups, and legal-compliance copies for seven (7) years or longer where required by law; retained copies remain subject to this Section.

30. Suspension; Termination

RivCut may suspend work on or terminate any Order, in whole or part, for: nonpayment; credit deterioration; Customer insolvency or credible bankruptcy risk; failure to provide required information, approvals, or materials; regulatory, safety, or export-control concerns; Customer breach not cured within ten (10) days of notice; abusive conduct toward RivCut personnel; illegal orders; or prohibited products. Upon suspension or termination, Customer shall pay for all conforming Goods delivered, all work performed, materials purchased, and noncancelable commitments incurred through the effective date, calculated consistently with Section 21.

31. Collection Costs; Attorney Fees

In any action, arbitration, or proceeding arising out of or relating to these Terms or an Order, the prevailing party is entitled to recover its reasonable attorney fees and costs to the extent permitted by law. In addition, RivCut may recover reasonable, documented third-party collection costs (collection agency fees, filing fees, service costs) actually incurred in collecting overdue amounts.

32. Fraud; Misrepresentation

Nothing in these Terms limits either party’s liability for proven fraud, intentional misrepresentation, or willful misconduct, or any liability that cannot lawfully be limited. RivCut retains all remedies available under applicable law for fraud in obtaining goods, services, or credit.

33. Dispute Resolution

33.1 Governing law. These Terms and all disputes arising out of or relating to them or any Order are governed by California law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

33.2 Binding arbitration. Except as provided in Section 33.3, any dispute, claim, or controversy arising out of or relating to these Terms or any Quote or Order will be resolved exclusively by final and binding arbitration administered by JAMS in Alameda County, California, before one arbitrator, under the JAMS Comprehensive Arbitration Rules (or JAMS Streamlined Rules where the amount in controversy is within their scope). The arbitrator is selected under the applicable JAMS rules. Arbitration fees are allocated per those rules, subject to the arbitrator’s authority to award fees and costs to the prevailing party consistent with Section 31. The arbitration and award are confidential except as needed to confirm or enforce the award or as required by law. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration replaces court proceedings — including jury trial — for all covered disputes.

33.3 Carve-outs. Either party may: (a) bring an eligible claim in small-claims court in Alameda County, California; (b) seek provisional remedies (including attachment or injunctive relief) from a court as permitted by California Code of Civil Procedure § 1281.8 without waiving arbitration; and (c) bring an action to compel arbitration or to confirm, correct, or enforce an award. For any court proceeding permitted under this Section, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California.

34. Force Majeure

RivCut is not liable for delay or failure to perform (other than payment obligations for completed work, which are not excused) caused by events beyond its reasonable control, including fire, flood, earthquake, pandemic, epidemic, war, terrorism, cyberattack, power failure, utility interruption, machine breakdown, labor shortage, strike, transportation disruption, material shortage, supplier failure, government action, export restrictions, and natural disasters. Affected schedules extend for the duration of the event, and RivCut may allocate limited capacity and materials among customers in a commercially reasonable manner.

35. Assignment

Customer may not assign these Terms or any Order without RivCut’s prior written consent, which will not be unreasonably withheld. RivCut may assign these Terms in connection with a merger, sale of equity, financing, corporate restructuring, or sale of all or substantially all of its assets. Orders placed by a Customer subsidiary or affiliate bind that ordering entity; placement of an order by a subsidiary or affiliate does not, by itself, make any parent or other affiliate liable.

36. Notices

Legal notices (including warranty claims, order changes, cancellation, payment disputes, confidentiality notices, and export-control notices) must be in writing and delivered by (a) email to [email protected] (for notices to RivCut) or to Customer’s account email of record (for notices to Customer), with delivery effective absent a bounce; or (b) nationally recognized courier or certified mail to RivCut at 33360 Dowe Ave, Union City, CA 94587, Attn: Legal or to Customer’s address of record. Routine operational messages and marketing emails are not legal notices.

37. Related Policies and Documents

These Terms of Sale govern purchases of Goods. The RivCut Privacy Policy governs data-handling practices; the Website Terms of Use govern general use of the website; the Manufacturing Standards govern default workmanship as described in Section 12. An accepted Quote, Order Confirmation, approved credit agreement, quality agreement, or signed customer-specific agreement supplements these Terms per the order of precedence in Section 9. If these Terms conflict with the Privacy Policy or Website Terms of Use regarding a purchase, these Terms control.

38. General Provisions

Entire agreement. These Terms, together with the documents identified in Sections 9 and 37, are the entire agreement for the Order and supersede prior discussions on the same subject. Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder remains in effect. No waiver. A failure to enforce a provision is not a waiver. Independent contractors. The parties are independent contractors; these Terms create no agency, partnership, joint venture, or fiduciary relationship, and neither party may bind the other. No third-party beneficiaries. There are none, except RivCut indemnitees under Section 28. Survival. Provisions that by their nature should survive (including Sections 6–7, 13.3, 17–19, 21, 23–33, and 36–38) survive completion, cancellation, or termination. Headings are for convenience only. Counterparts; electronic signatures. Any separately signed documents may be executed in counterparts, including by electronic signature. Interpretation. “Including” means “including without limitation”; these Terms are not construed against the drafter. Governing language is English. Authority. Each person accepting these Terms represents the authority described in Section 2. Cumulative remedies. Except where these Terms state a remedy is exclusive, remedies are cumulative with those available at law or equity.