Terms & Conditions

1. AGREEMENT SCOPE

These Terms and Conditions of Sale (“Agreement”) govern all goods and services provided by Tiberium Precision CNC Machining Corp. (“Tiberium CNC”) to the customer identified in the quotation (“Customer”).

This Agreement applies to all products and services listed in the quotation (“Quotation”), subsequently ordered through a purchase order (“PO”) issued by the Customer, confirmed through a sales order (“Sales Order”) issued by Tiberium CNC, and invoiced through an invoice (“Invoice”).

By issuing a purchase order referencing a Quotation, the Customer agrees to be bound by these

terms regardless of whether the Agreement or PO is separately signed. Any terms contained in the Customer’s purchase order or other communications that differ from or conflict with this Agreement are rejected unless expressly accepted in writing by an authorized representative of Tiberium CNC.

This Agreement may only be amended or modified through a written document signed by authorized representatives of both parties.

2. QUOTATION VALIDITY

Prices provided in a Quotation remain valid for thirty (30) days from the date of issue. Purchase orders submitted after this period may require a revised quotation.

Delivery timelines are estimated based on the date the purchase order is received and confirmed by Tiberium CNC.

3. DELIVERY TERMS

Delivery of Goods shall follow the schedule, shipping method, and destination outlined in the applicable Sales Order. Unless otherwise stated in writing, all shipments are FOB Tiberium CNC’s facility.

The Customer is responsible for all transportation arrangements, shipping costs, import/export duties, tariffs, and customs charges from the FOB point unless otherwise agreed.

Tiberium CNC reserves the right to invoice the Customer for any shipments that are refused or returned at the delivery point.

The Customer agrees to indemnify and hold harmless Tiberium CNC for any expenses, penalties, duties, damages, or legal costs incurred due to the Customer’s failure to properly arrange transportation from the FOB location.

Tiberium CNC shall not be liable for any fees, penalties, or damages resulting from delivery delays.

4. TITLE AND RISK OF LOSS

Ownership of the Goods transfers to the Customer when the Goods leave the FOB shipping point. From that moment onward, the Customer assumes all risk of loss, damage, or destruction.

5. PAYMENT TERMS

Payment Obligations
In consideration for the Goods and Services provided, the Customer shall pay Tiberium CNC the amounts indicated in the Invoice related to the applicable Sales Order.

Unless otherwise specified in writing:

Payment terms are Net 30 days from the invoice date.
The Customer is responsible for all applicable taxes, shipping charges, duties, tariffs, and government fees.
Overdue balances will incur interest at 2% per month.

Billing Disputes
If the Customer disputes an invoice, written notice must be provided within fifteen (15) days of the invoice date describing the nature of the dispute.

The Customer must continue making payments while the disputed amount is being reviewed. Failure to do so may result in the invoice being considered overdue.

Tiberium CNC will make reasonable efforts to resolve the dispute within thirty (30) days of receiving notice. If the matter cannot be resolved, it will be handled according to the dispute resolution provisions outlined in Section 26.

6. LIMITED WARRANTY

For a period of thirty (30) days following shipment (“Warranty Period”), Tiberium CNC warrants only that the Goods meet the critical dimensions specifically identified on the Customer’s drawings that require 100% inspection.

Except for this limited warranty, the Goods and Services are provided “as-is.”

Tiberium CNC does not guarantee that:

Goods will meet all Customer requirements,
Goods will operate without failure,
Any issues or defects will be corrected.

To the fullest extent permitted by law, Tiberium CNC disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Where applicable law prohibits the exclusion of implied warranties, such warranties are limited to fifteen (15) days from shipment.

7. INSPECTION

The Customer has thirty (30) days after receiving the Goods to inspect them for compliance with specified critical dimensions.

If the Customer believes the Goods do not conform, written notice must be provided to Tiberium CNC within this period, following the billing dispute procedures described in Section 26.

8. INDEPENDANT CONTRACTOR RELATIONSHIP

The parties acknowledge that the Customer and Tiberium CNC operate as independent entities.

Nothing in this Agreement establishes a partnership, joint venture, or employment relationship.

Neither party has authority to bind the other to contractual obligations.

Each party is responsible for its own personnel, costs, and operational decisions.

9. TAXES AND RECORDS

The Customer is responsible for all applicable taxes, including federal, provincial/state, and local taxes associated with payments made under this Agreement.

Tiberium CNC is not responsible for withholding or remitting taxes on behalf of the Customer.

The Customer agrees to assist Tiberium CNC if required during government audits related to transactions under this Agreement.

10. INSURANCE

The Customer is responsible for maintaining all insurance coverage required by law or customary in its industry, including but not limited to:

Workers’ compensation
Liability insurance
Disability insurance
Automotive coverage

11. INDEMNIFICATION

The Customer agrees to defend, indemnify, and hold harmless Tiberium CNC, its officers, employees, and representatives from any claims, losses, damages, or expenses arising from:

Personal injury or property damage related to the Goods
Environmental damage or cleanup costs
Negligence or misconduct by the Customer
Third-party intellectual property infringement claims relating to Customer-supplied designs or specifications

The Customer may not settle any such claim without Tiberium CNC’s prior written approval.

12. CONFIDENTIAL INFORMATION

During the course of this Agreement, the Customer may gain access to confidential or proprietary information belonging to Tiberium CNC.

The Customer agrees to:

Maintain strict confidentiality of such information
Use the information solely for purposes related to this Agreement
Restrict access only to personnel who require the information

Confidential information includes technical processes, manufacturing methods, customer data, pricing, trade secrets, and other proprietary business information.

Upon termination of the Agreement or upon request, the Customer must return or destroy all confidential materials belonging to Tiberium CNC.

13. OWNERSHIP OF MANUFACTURING PROCESSES

All manufacturing processes, tooling designs, CAM programs, machining strategies, and related technical developments created by Tiberium CNC remain the exclusive property of Tiberium CNC.

The Customer acknowledges that these materials constitute proprietary intellectual property and agrees not to claim ownership or rights over them.

14. NON-SOLICITATION

Tiberium CNC may terminate this Agreement if the Customer:

Breaches the Agreement
Becomes insolvent
Files for bankruptcy
Ceases business operations

Upon termination, the Customer must pay for all completed Goods and Services up to the termination date.

15. SURVIVAL

Any provisions that reasonably should survive termination—including confidentiality, intellectual property ownership, and liability limitations—shall remain in effect after the Agreement ends.

16. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, war, government action, or similar circumstances.

17. SEVERABILITY

If any part of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue to be fully enforceable.

18. REMEDIES AND LIMITATION OF LIABILITY

The Customer’s sole remedy for defective Goods is repair or replacement at Tiberium CNC’s discretion during the Warranty Period.

Tiberium CNC shall not be liable for:

Lost profits
Indirect or consequential damages
Business interruption
Third-party claims

Total liability under this Agreement shall not exceed $200 CAD unless otherwise required by law.

19. LEGAL COSTS

In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and court costs.

20. LIMITATION OF LIABILITY

Under no circumstances shall Tiberium CNC be responsible for indirect, incidental, or consequential damages arising from the use of Goods or Services provided under this Agreement.

21. ASSIGNMENT

The Customer may not transfer or assign its rights or obligations under this Agreement without the prior written consent of Tiberium CNC.

22. NON-EXCLUSIVE RELATIONSHIP

Nothing in this Agreement restricts Tiberium CNC from providing similar services to other customers.

23. NOTICES

Formal notices under this Agreement must be provided in writing and delivered via personal delivery, courier, confirmed facsimile, or registered mail.

24. COMPLIANCE WITH LAWS

Both parties agree to comply with all applicable laws and regulations, including those related to import/export controls, environmental regulations, labor standards, and anti-corruption laws.

25. GOVERNING LAW

This Agreement shall be governed by the laws of the Province of Québec, Canada, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

26. DISPUTE RESOLUTION

In the event of a dispute:

Senior management representatives from both parties will attempt to resolve the matter.
If unresolved within 60 days, the parties will attempt mediation.
If mediation fails, either party may pursue litigation in the courts of the applicable jurisdiction.

27. ENTIRE AGREEMENT

This Agreement represents the complete understanding between the parties and supersedes any prior discussions or agreements relating to the same subject matter.

Any amendments must be made in writing and signed by authorized representatives of both parties.

28. SUPPLIER / EXTERNAL PROVIDER TERMS AND CONDITIONS - Rev. 0 - Effective October 2, 2026

The requirements of this section apply to suppliers and external providers providing products, materials, processes, or services to Tiberium Precision CNC Machining Corp. (“Tiberium CNC”), when applicable to the Purchase Order (“PO”), the product or service being supplied, or customer, statutory, regulatory, or contractual requirements.

Acceptance of a Tiberium CNC Purchase Order constitutes acceptance of the applicable requirements contained herein, unless otherwise specified in writing by Tiberium CNC.

These requirements support Tiberium CNC's compliance with AS9100D, including Clause 8.4.3 – Information for External Providers.

1. Technical and Purchasing Requirements

The Supplier shall comply with all applicable requirements identified in the Purchase Order and associated technical documentation, including specifications, drawings, revision levels, process requirements, work instructions, acceptance criteria, and other relevant technical data.

Where applicable, Tiberium CNC may specify requirements concerning:

approval of products and services;
approval of methods, processes, and equipment;
release of products and services;
personnel competence and required qualifications;
interactions and communications with Tiberium CNC;
monitoring and measurement of supplier performance;
verification or validation activities performed by Tiberium CNC or its customer at the Supplier's premises;
design and development controls;
special requirements, critical items, and key characteristics;
testing, inspection, verification, and production process verification; and
statistical techniques and associated acceptance criteria.

2. Quality Management System

Where specified by the Purchase Order or otherwise communicated by Tiberium CNC, the Supplier shall establish, implement, and maintain an appropriate quality management system.

Any specific certification requirement, including ISO 9001, AS9100, ISO/IEC 17025, NADCAP accreditation, or other customer-required approval, shall be identified by Tiberium CNC when applicable.

3. Customer-Designated and Approved Sources

Where required, the Supplier shall use customer-designated or Tiberium CNC-approved external providers, including approved sources for special processes.

Use of an approved or designated source does not relieve the Supplier of responsibility for conformity of the supplied product or service.

4. Nonconforming Product or Service

The Supplier shall promptly notify Tiberium CNC of any nonconforming process, product, or service associated with a Tiberium CNC Purchase Order.

The Supplier shall not deliver nonconforming product or implement a disposition affecting Tiberium CNC requirements without obtaining approval from Tiberium CNC when such approval is required.

5. Counterfeit Parts Prevention

The Supplier shall maintain appropriate controls to prevent the use or delivery of counterfeit or suspect counterfeit parts, materials, or components.

6. Changes

The Supplier shall notify Tiberium CNC of changes that may affect the conformity of products or services, including, as applicable:

manufacturing processes;
materials;
products or services;
manufacturing or processing location;
external providers or sub-tier suppliers; and
other significant changes affecting the approved product, process, or service.

Where required, the Supplier shall obtain Tiberium CNC approval prior to implementing such changes.

7. Flow-Down to Sub-Tier Suppliers

The Supplier shall flow down to its external providers and sub-tier suppliers all applicable Tiberium CNC, customer, statutory, regulatory, technical, quality, and Purchase Order requirements necessary to ensure conformity of the product or service.

The Supplier remains responsible for conformity of products and services provided by its sub-tier suppliers.

8. Test Specimens

When required by Tiberium CNC, its customer, or applicable technical requirements, the Supplier shall provide test specimens for design approval, inspection, verification, investigation, testing, or auditing.

9. Records and Documented Information

The Supplier shall retain documented information and quality records associated with Tiberium CNC Purchase Orders for the retention period specified by Tiberium CNC, the Purchase Order, customer requirements, or applicable statutory and regulatory requirements.

Records shall remain identifiable, legible, retrievable, and protected against unintended alteration, damage, or loss.

The Supplier shall comply with any specified requirements concerning the disposition or destruction of records following expiration of the required retention period.

10. Right of Access

The Supplier shall provide Tiberium CNC, Tiberium CNC's customers, and applicable statutory or regulatory authorities right of access, when required, to:

applicable areas of facilities;
applicable products and processes; and
applicable documented information and records

at any applicable level of the supply chain.

The Supplier shall flow down this right-of-access requirement to applicable sub-tier suppliers.

11. Product and Service Conformity, Product Safety, and Ethical Behavior

The Supplier shall ensure that personnel performing work affecting Tiberium CNC products or services are aware of:

their contribution to product or service conformity;
their contribution to product safety; and
the importance of ethical behavior.

12. Order-Specific and Customer-Specific Requirements

Additional requirements may be specified on the Tiberium CNC Purchase Order, drawings, specifications, quality clauses, or other documentation referenced by the Purchase Order.

Where additional requirements are specified, they form part of the Supplier's contractual requirements for that Purchase Order.

In the event of a conflict between these general Supplier Terms and an explicit requirement stated on the Purchase Order or applicable customer-controlled technical documentation, the more specific Purchase Order or customer requirement shall apply unless otherwise authorized in writing by Tiberium CNC.