MFG Consultants Terms of Service
Effective Date: October 29, 2025
These Terms of Service («Terms») govern your use of the services provided by MFG Consultants («MFG,» «we,» «us,» or «our») related to mechanical design, PLC control panel assembly, programming, and consulting. By engaging our services, you agree to these Terms.
1. Scope of Services and Deliverables
1.1. Service Agreement: Services shall be detailed in a separate Statement of Work (SOW) or a formal quotation («Quote»). The SOW will define the specific project requirements, technical specifications, and agreed-upon milestones.
1.2. Deliverables: The final deliverables will be specified in the SOW/Quote and may include, but are not limited to:
Mechanical Design: Editable CAD files and 2D production drawings.
Control Panels: The physical control panel assembly, along with its comprehensive documentation (e.g., schematics, bill of materials).
Final Fabrication: Depending on the project, the scope may be extended to include physical fabrication and delivery.
2. Payment Terms and Invoicing
2.1. Standard Payment Terms: Our standard payment term is Net Thirty (30) days from the invoice date. This term may be adjusted based on the client’s credit history and mutual agreement documented in the Quote.
2.2. Billing Structure: Depending on the project’s complexity, billing will occur either:
Milestone-Based: Invoiced upon completion of defined project milestones, as specified in the Quote.
Single Charge: Invoiced as a single charge upon the final delivery of the service or product.
3. Intellectual Property (IP) Ownership
3.1. General Transfer of IP: Upon full and final payment for the applicable services, the client shall generally acquire full ownership of the intellectual property related to the specific deliverables (e.g., final CAD files, 2D drawings, PLC source code).
3.2. Exceptions: MFG Consultants may retain a non-exclusive, non-transferable, and royalty-free license to use general techniques, programming libraries, or methodologies developed during the project for other clients or internal purposes, unless explicitly stated otherwise in the SOW or due to the unique nature of the project.
4. Warranties and Disclaimers
4.1. Design Warranty: MFG Consultants warrants that all mechanical designs, drawings, and control panel logic will conform to the technical specifications explicitly agreed upon and detailed in the initial SOW.
4.2. Limitation of Implied Warranty: NO WARRANTY SHALL EXIST BEYOND WHAT IS DEFINED AND AGREED UPON IN WRITING. The client expressly agrees that no verbal agreements, prior dealings, or industry practices shall create any express or implied warranty beyond the written scope.
4.3. Pre-Programmed Panel Warranty: For pre-programmed PLC solutions, the warranty covers the functionality of the defined control logic. MFG Consultants holds no responsibility for the functionality, compatibility, or failure of client-supplied or selected components that were not explicitly discussed or agreed upon in the SOW.
5. Limitation of Liability and Indemnification
5.1. Non-Responsibility for Modifications: MFG Consultants is not liable and assumes no responsibility for any defects, failures, or losses arising from any modification, alteration, or misuse of the final deliverables (designs, panels, or code) made by the client or any third party after delivery.
5.2. Exclusion of Indirect Damages: In no event shall MFG Consultants be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to, loss of production, downtime, lost profits, or business interruption.
5.3. Client Responsibility for Planning: The client acknowledges that any potential production line stoppage resulting from the implementation of the designs or panels is the sole responsibility of the client’s representative and their own operational planning.
5.4. Maximum Liability: The total aggregate liability of MFG Consultants for any claim arising out of or related to these Terms or the services provided shall not exceed the total fees paid by the client to MFG Consultants for the specific service or deliverable that gave rise to the claim.
6. Governing Law and Jurisdiction
6.1. Governing Law (United States): These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law principles.
6.2. Jurisdiction (Mexico Exception): Should a project be executed primarily within Mexican territory, the client implicitly agrees that any dispute resolution or legal action shall be interpreted and conducted under the laws most favorable to MFG Consultants. Any legal action must be initiated in a court of competent jurisdiction located in South Carolina, unless explicitly waived in a written, signed agreement.