Terms & Conditions of Sale

1. Parties and Scope

These Terms & Conditions of Sale ("Terms") govern all transactions between Oxen Group LLC, doing business as Oxen Reverse Engineering ("Oxen"), and the customer named in the accompanying Quote, Proposal, or Statement of Work ("Customer").

These Terms apply to all Oxen services and deliverables, including scanning, reverse engineering, engineering definition, manufacturing coordination, quality verification, and delivery of replacement industrial components (collectively, "Services"). Customer's purchase order or other terms apply only if Oxen accepts them in a writing signed by both Parties.

2. Two-Phase Structure

All engagements use two independently quoted and paid phases.

(a) Phase 1 — Scan & Assessment:

Flat fee in half-day blocks per the Phase 1 Quote. Covers 3D laser scanning, application assessment, travel, and (Critical Asset Backup only) Plant Audit walkthrough and desk research. Payment: §3(a).

Chronic Wear engagements are usually scanned at Oxen's engineering facility in St. Peters, MO (mail-in at Customer's expense and risk, or local pickup by agreement). Plant-floor scanning is available only when quoted (for example, immobile equipment or assembly-context capture). Oxen returns parts by trackable carrier at Oxen's expense unless otherwise agreed. Extra data-collection sessions require separate quoted blocks before scheduling.

Phase 2 requires Client Sign-Off under (b). Either Party may stop after Phase 1. Phase 1 fees are non-refundable (§10(a)) if Phase 2 does not proceed, whether because Oxen finds the project infeasible or non-viable or Customer declines Phase 2 for any reason.

(b) Phase 2 — Fixed-Bid Engineering & Manufacturing:

Quoted after Phase 1 using scan data and vendor estimates. One capped fixed bid for engineering and delivered part(s). Manufacturing uses a not-to-exceed cap: Customer pays actual vendor cost if lower; cap holds if higher within tolerance; Change Order required if vendor cost exceeds cap by more than 10%.

Phase 2 begins only after Customer approves scope, add-ons, manufacturing cap, total price, and lead time. Tooling & Pattern NRE, if any, is a separate capped line and is not refunded after fabrication starts.

3. Payment Terms

(a) Phase 1: 100% upfront before mobilization, part receipt, or scanning. No NET terms or partial deposits.

(b) Phase 2: Selected on the Phase 2 Quote and confirmed at Client Sign-Off:

• 100% upfront before engineering (required for first-time Customers and sub-$10K contracts)
• 50% deposit + 50% before manufacturing release
• 50% deposit + 50% NET30 on delivery (only as permitted under NET terms below; §3(d) may apply)

NET terms: NET30 and other net payment terms are not available to first-time Customers. Oxen may offer them only to repeat Customers with satisfactory payment history with Oxen, or when expressly stated on the Quote for an established corporate Customer with signed PO and Oxen's written approval (including large engagements where Oxen elects to extend terms).

(c) Late Payment: Amounts are due on the invoice or Quote date with no informal grace period. Past-due balances accrue interest at 2% per month (24% per annum), compounded monthly, the Parties' agreed commercial rate under Mo. Rev. Stat. § 408.035. Oxen may suspend work and withhold delivery until paid. Customer pays reasonable collection costs, including attorneys' fees where permitted by law.

(d) Early Payment Discount: When stated on a Quote or invoice, default NET30 terms are 2/10 NET30: deduct 2% if paid in full within 10 calendar days of invoice date; otherwise due in 30 calendar days.

4. First-Time Fit Guarantee

(a) Scope: Delivered part(s) or assembly will match Oxen's engineered models and fit the Phase 1 scanned assembly envelope within tolerances stated on the Phase 2 Quote.

(b) Claim & Remedy: Customer must notify Oxen in writing within 14 business days of delivery and before extended production use beyond a reasonable dry-fit or trial install. Oxen may re-verify against approved models, prints, and manufacturing records, and may inspect the part and mating equipment at Customer's facility with reasonable notice and safe access. If re-verification or inspection shows the part conforms and the miss is not due to Oxen engineering or manufacturing error, the guarantee does not apply; Oxen will provide objective supporting data (for example, inspection or deviation reports). Inbound freight for off-site inspection is at Customer's expense unless Oxen error is later confirmed in writing.

No-charge rework, replacement outbound freight, and the one free rework cycle below apply only after Oxen confirms Oxen error in writing (email is sufficient). If Oxen error caused the miss, Oxen will perform one no-charge rework cycle (repair, re-machine, replace, or partner re-cut). This is the sole remedy under the guarantee; no cash refunds. Any further work requires a signed Change Order at Oxen's then-current rates. If that rework cycle does not yield a conforming part, Oxen's obligation is limited to the caps in (d) and §5(b); the Parties may agree additional paid work in writing.

(c) Exclusions: Late or unwritten claims; undocumented post-scan equipment changes; wear or damage between scan and install; operating conditions outside the signed Application Environment Checklist; pattern wear on later casting runs; and components outside Oxen's engineered scope.

(d) Guarantee Spend Cap: Total Oxen cost for no-charge guarantee rework on a Quote (including vendor, material, coordination, and shipping) shall not exceed the Phase 2 manufacturing fees paid for the affected part(s). Oxen has no obligation to perform rework that would exceed that cap; remaining options are paid Change Order work or §5(b).

5. Limitation of Liability

(a) No Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, OXEN IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, DOWNTIME, OR BUSINESS INTERRUPTION.

(b) Cap: Oxen's total liability for any claim, including all First-Time Fit Guarantee obligations under §4, shall not exceed fees paid under the Quote giving rise to the claim (per Quote, not aggregated). Guarantee rework is subject to §4(d).

(c) Vendor Flow-Down: Manufacturing partners operate under MSAs requiring correction of deviations from Oxen prints/models at vendor expense (material and expedited rework), and that limitation flows through to Customer.

6. Intellectual Property

(a) Ownership: Oxen retains Engineering IP (CAD, prints, MBD, tooling/pattern packages, and related documentation) unless Customer buys out IP under (c).

(b) Vault & Re-Orders: Oxen stores Engineering IP for re-orders at manufacturing cost plus markup; engineering fees are waived on repeat builds unless tooling replacement is required.

(c) IP Buyout: Available at the price on the Phase 2 Quote or by separate agreement. After buyout, Customer owns files and assumes sourcing, quality, and maintenance; Oxen has no re-order or update obligation, and §4 and §5(c) do not apply to Customer-sourced production.

(d) No Buyout: Customer receives ordered physical parts only, not native Engineering IP files.

7. Shipping

Finished parts drop-ship from manufacturing partners to Customer's dock. Shipping is pass-through at cost on the Phase 2 Quote. Title and risk transfer FOB Origin at the vendor's facility. Insurance is at Customer's request and expense.

8. Part Custody

When Oxen takes possession of Customer parts:

• (a) Ownership: Customer retains title at all times.
• (b) Transit: Customer bears loss or damage during inbound and outbound transit. Oxen packages returns with reasonable care.
• (c) Retention: Oxen may hold parts through Phase 1 and Phase 2 engineering until manufacturing release or engagement end, then return within a reasonable time at Oxen's shipping expense. Early return on written request when work can continue from scan/CAD alone.
• (d) Liability: Oxen does not insure parts in its custody. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Oxen is not financially liable for loss, theft, or damage while parts are in Oxen's possession except gross negligence or willful misconduct. Customer should insure high-value parts.

9. Change Orders

Post-sign-off changes to scope, specs, quantity, lead time, or price require a signed Change Order and any required payment before work resumes.

10. Cancellation

(a) Phase 1: Fees are non-refundable once Oxen receives the part or performs scheduled mobilization. Plant mobilization cancelled with less than 48 hours' notice remains payable.

(b) Phase 2: Before engineering starts, deposits refund less 5% or $250 (whichever is greater). After engineering starts, Customer owes completed engineering at contract rates or the deposit, whichever is greater. After vendor release, Customer owes committed vendor costs plus engineering through cancellation. After tooling fabrication starts, full tooling NRE is owed.

11. Force Majeure

Neither Party is liable for delay or failure caused by events beyond reasonable control (including natural disaster, war, terrorism, labor dispute, pandemic closure, or material/transport shortage) with prompt notice and resumed performance when practicable. Either Party may terminate the affected Quote without further performance obligation if the event continues more than 60 days; fees for work already performed and non-cancellable vendor commitments remain payable per §10.

12. Independent Contractor

Oxen is an independent contractor, not Customer's employee, agent, partner, or representative. Oxen controls how Services are performed.

13. Governing Law

Missouri law governs. Exclusive venue: state or federal courts in St. Charles County, Missouri.

14. Entire Agreement

These Terms plus the referenced Quote or SOW are the entire agreement. Quote terms control on conflict. Amendments require signed writing by both Parties.