Effective 5/8/2025
1. Introduction
These Terms and Conditions ("Terms") govern the relationship between Top Factor ("Company," "we," "us," or "our") and our clients ("Client," "you," or "your") regarding the provision of engineering, manufacturing, and related services. By engaging our services, you agree to comply with these Terms.
2. Scope of Services
The Company provides engineering design, manufacturing, prototyping, testing, and related services as agreed in a written proposal, contract, or purchase order ("Agreement").
Any modifications to the scope of work must be agreed upon in writing by both parties.
3. Quotations & Pricing
Quotations are valid for [30 days] unless otherwise stated.
Prices are subject to change due to material cost fluctuations, design changes, or unforeseen circumstances.
Additional costs arising from Client-requested changes will be communicated and approved before implementation.
4. Payment Terms
Payments terms are defined in individual quotations
Invoices are payable within 30 of issuance unless otherwise agreed.
Late payments may incur interest at 18% per annum, compounded monthly.
The Company reserves the right to suspend services for unpaid invoices.
5. Delivery & Lead Times
Estimated delivery dates are provided in good faith but are not guaranteed.
Delays due to unforeseen circumstances (e.g., supply chain issues, force majeure) will be communicated promptly.
The Client is responsible for providing accurate delivery instructions and bearing shipping risks unless otherwise agreed.
6. Intellectual Property (IP)
All designs, drawings, and technical documents remain the Company’s property unless otherwise agreed in writing.
The Client may not reproduce, modify, or distribute proprietary designs without written consent.
The Client warrants that any provided designs or specifications do not infringe on third-party IP rights.
7. Quality & Warranties
The Company guarantees that products will meet agreed specifications.
Defects must be reported in writing within 30 days of delivery.
Warranties do not cover damage from misuse, unauthorized modifications, or normal wear and tear.
8. Liability & Indemnification
The Company’s liability is limited to the value of the services provided.
We are not liable for indirect, consequential, or incidental damages.
Top Factor is not liable for any injuries or damages related to the use of motorsports products, as motorsports are an inherently high risk and dangerous activity.
The Client agrees to indemnify the Company against claims arising from misuse of products or breach of these Terms.
9. Confidentiality
Both parties agree to keep proprietary information confidential unless disclosure is legally required.
10. Termination
Once a purchase order is accepted, the buyer may not cancel the order unless otherwise agreed upon. The buyer is liable for the full purchase price in this instance and must accept delivery of the purchased products and services
Cancellation fees may apply for work already completed or materials ordered.
11. Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, strikes).
12. Governing Law & Dispute Resolution
These Terms are governed by the laws of [Your Jurisdiction].
Disputes will first be resolved through negotiation; unresolved disputes may proceed to mediation or court.
13. Amendments
These Terms may be updated at any time; the latest version will be posted on our website or provided upon request.
By engaging our services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.
Top Factor, LLC
1043 Garland Ave. Suite C #1184
San Jose, Ca 95112
topfactor.tech