Wright Armory LLC – OEM Commercial Terms & Conditions

Last Updated: November 1, 2025

PREAMBLE / GENERAL APPLICATION

These Terms and Conditions (“Terms” or “Agreement”) set forth the complete and exclusive contractual framework governing all services performed by Wright Armory LLC (“Wright Armory,” “WA,” “Seller,” or “Processor”) for its OEM and commercial customers. Acceptance of any quotation, purchase order, or processing request constitutes Customer’s agreement to be bound by these Terms. These Terms supersede all prior or contemporaneous communications or purchase order terms that conflict with them. No modification or waiver shall be valid unless executed in a written instrument signed by an authorized officer of WA. All Services are deemed performed in, and all disputes shall be governed by, the laws of the State of Arizona, U.S.A., without regard to conflict-of-law principles. Headings and section titles are provided for convenience only and do not affect interpretation.

1.1 Parties and Applicability.

These Terms and Conditions (“Agreement”) govern all plating, coating, and metal-finishing services (“Services”) performed by Wright Armory, LLC (“WA,” “Seller,” or “Processor”) for any commercial, industrial, or OEM customer (“Customer” or “Buyer”) purchasing process-based surface treatments including, but not limited to, NT7®, NT7+®, and QPQ Black Nitride. This Agreement applies to every quotation, purchase order, and work order accepted by WA, whether initiated electronically or through physical delivery of Customer-supplied parts for processing.

1.2 Scope of Services.

WA provides proprietary metal-finishing processes engineered to enhance corrosion resistance, hardness, and performance of Customer-supplied metal components. Each coating type offered by WA constitutes its own defined specification. Customers may select the desired coating type but may not dictate or modify WA’s process parameters, chemistry, or methodology. All work is performed solely in accordance with WA’s proprietary standards, procedures, and quality-control systems. WA is not responsible for engineering, design, or suitability of the substrate or base component.

1.3 Exclusion of Verbal Commitments.

No verbal quote, promise, or representation made by any WA employee, technician, or representative shall be binding. Only written quotations issued by WA and accepted by a valid purchase order, or confirmed by written email from an authorized WA manager, shall constitute agreement. Oral or implied agreements are expressly void.

1.4 Precedence and Rejection of Conflicting Terms.

Customer acknowledges that any purchase-order terms, conditions, or other provisions that differ from, modify, or add to this Agreement are hereby nullified in their entirety and of no force or effect. WA’s acceptance of a purchase order or delivery of work does not constitute acceptance of any conflicting or additional terms. Customer’s submission of parts or issuance of a purchase order constitutes unconditional acceptance of this Agreement.

1.5 Customer Responsibilities.

Customer shall provide material and component specifications, alloy designations, or any known conditions that could affect coating results before processing. WA shall not be liable for issues, defects, or coating failures resulting from inaccurate, incomplete, or omitted material information, or from prior treatments or contaminants not disclosed in writing. All materials supplied must be suitable for plating and clearly identified.

1.6 Professional Standard and Completion Estimates.

WA performs all Services using its own proprietary processes, methods, and equipment developed through its experience and technical expertise. Quoted or estimated completion times are provided solely as a customer convenience and are not guarantees. WA reserves the unrestricted right to determine production sequence, adjust timing, or complete work out of order without liability or penalty. Final delivery timing shall be determined solely by WA’s professional judgment of when work meets its required specifications.

2.1 Confidential Information.
All information disclosed, observed, or otherwise obtained by Customer in connection with WA’s Services—including but not limited to process parameters, formulas, chemical compositions, surface-treatment procedures, trade secrets, pricing data, documentation, and technical methods—constitutes the confidential and proprietary information (“Confidential Information”) of WA. Such information is furnished solely for the limited purpose of enabling WA to provide Services to Customer and remains the exclusive property of WA at all times.

2.2 Non-Disclosure and Restricted Use.

Customer shall not disclose, transmit, copy, or otherwise make available any Confidential Information to any person, entity, laboratory, consultant, or competitor without WA’s prior written consent. Confidential Information shall not be used by Customer for any purpose other than evaluating, receiving, or integrating WA’s Services into Customer’s own products.

2.3 Reverse Engineering and Analytical Testing.

Customer shall not, directly or indirectly, reverse engineer, analyze, chemically deconstruct, replicate, reproduce, or attempt to derive the composition, formulation, or process parameters of any WA coating, including NT7® and NT7+®. Customer shall not cause or permit any third party to conduct testing, cross-sectioning, or analytical examination of coated samples for such purpose. Any such act constitutes a material breach of this Agreement.

2.4 Brand and Process Representation.

Customer acknowledges that NT7® and NT7+® are proprietary processes and trademarks owned and controlled by WA. Customer may advertise, market, or resell components finished by WA using such designations only to truthfully describe that WA performed those coatings or finishes. Customer shall not misrepresent, claim authorship of, or imply authorization to perform or license WA’s processes. Any unauthorized use of WA’s trademarks or trade names constitutes infringement and a material breach of this Agreement.

2.5 Corporate Espionage and Interference.

Customer shall not engage in, assist, or enable any individual, competitor, or third party in acquiring or attempting to acquire WA’s proprietary data, trade secrets, or processes by deception, inducement, or other improper means. Customer shall not solicit or influence any WA employee, contractor, or supplier to disclose Confidential Information or divert business, nor assist any party engaged in such acts. These obligations are continuing and survive for so long as the Confidential Information retains value to WA.

2.6 Exclusions.
Confidential Information does not include information that (a) was in Customer’s possession without restriction before disclosure by WA; (b) becomes publicly available through no fault of Customer; or (c) is independently developed by Customer without reference to WA’s Confidential Information and proven by contemporaneous written records.

2.7 Survival of Confidentiality Obligations.

All confidentiality, non-disclosure, and intellectual property restrictions set forth in this Section shall survive indefinitely following completion, cancellation, or termination of any order or business relationship with Customer.

The expiration or termination of any order shall not relieve Customer of its ongoing duty to protect WA’s proprietary information, methods, or trade secrets.

3.1 Part Price and Basis of Quotation

Each Service performed by WA is billed per part or lot at the price stated in WA’s written quotation (“Part Price”). All prices are exclusive of any and all taxes, fees, duties, tariffs, insurance, packaging, shipping, or other costs or surcharges of any kind, which shall be billed separately as applicable. All quotations are issued F.O.B. WA’s Mesa, Arizona facility and are valid for sixty (60) days from the date of issuance. Quoted pricing applies only to the specific part numbers, quantities, and specifications set forth in the quotation and shall not extend to future or repeat work unless the quotation expressly states that pricing is locked for a defined term or quantity. WA shall have no continuing obligation to honor prior pricing, per-part rates, or commercial terms beyond the stated validity period. After that period, prices and terms are subject to change without notice. All pricing is process-based and determined solely in accordance with WA’s proprietary costing methodology. All quoted or invoiced pricing is exclusive of any subsequent surcharges, rate adjustments, or cost escalations imposed after issuance, which may be added to reflect actual material, chemical, or regulatory conditions at the time of processing.

3.2 Revised Part Prices and Notice of Change.

WA may revise any Part Price at any time to reflect changes in operating, chemical, labor, regulatory, or environmental costs, or other commercial conditions. This right of revision applies to all continuing or periodic processing work, including repeat lots, ongoing production programs, and open purchase orders, and is not limited by any prior quotation, invoice, or historical rate. WA shall notify Customer of such revision by email or other written electronic means (“Price Notice”). The revised pricing becomes effective five (5) calendar days after transmission of the Price Notice by WA, regardless of when Customer receives or opens such notice (“Effective Date”). Any parts delivered to WA or Services accepted after the Effective Date shall be billed at the revised rate, and such delivery or acceptance constitutes Customer’s unconditional agreement to the revised pricing. If Customer objects, it must notify WA in writing within five (5) calendar days of the transmission of the Price Notice; WA may then suspend processing pending resolution. Failure to object within that time constitutes acceptance. WA’s right to revise pricing shall not be construed as creating any obligation to maintain or guarantee pricing continuity, and no prior quotation, invoice, or transaction shall be interpreted as a price lock, rate guarantee, or most-favored-customer commitment. This right of price revision is in addition to, and without limiting, any other rights of WA under this Agreement.

3.3 New Parts and Unquoted Orders.

If Customer submits any new part, alloy, or configuration not previously quoted, WA has no obligation to process it and may, at its sole discretion, accept, refuse, or discontinue work on any order, part, or lot at any time, with or without cause and without liability. If WA elects to proceed without an agreed quotation, WA may invoice such work at its prevailing standard shop rate, and Customer agrees to pay that rate.

3.4 Minimum Lot Charges.

Each process offered by WA carries a defined minimum lot charge. If the total extended Part Price for any batch or lot is less than the applicable minimum charge, the minimum lot charge will apply. Split shipments, partial runs, or expedited batches are treated as separate lots for billing purposes. Minimum charges are mandatory, non-negotiable, and apply per lot, per process.

3.5 Environmental Compliance Fee.

To recover the cost of environmental, safety, and hazardous-waste compliance, WA assesses an environmental fee on all processing charges. The fee is calculated as a percentage of processing costs and may be adjusted by WA in its sole discretion as regulatory or operational costs change. The environmental fee is mandatory and non-waivable, and the absence of a separate line item for this fee on any invoice does not constitute a waiver or exemption.

3.6 Termination or Suspension of Service.

WA may, without liability, suspend or terminate any Service, quotation, or pricing schedule if: (a) Customer fails to make payment when due; (b) Customer disputes or refuses a revised price; (c) market, supply, or regulatory conditions change such that continued performance becomes commercially impracticable; or (d) WA determines, in its sole judgment, that continuation of work presents financial, operational, or environmental risk. WA shall not be obligated to complete any pending work in such circumstances and shall have no responsibility for loss, cost, or delay resulting therefrom. Termination or suspension under this clause is in addition to and without limiting WA’s other rights or remedies.

3.7 Taxes and Other Charges.

Customer is responsible for all sales, use, excise, or similar taxes and governmental fees related to the Services, except taxes on WA’s income. If WA is required to collect or remit any such amounts, they will be added to the invoice as separate charges. Customer shall indemnify WA for any penalties or interest resulting from its failure to pay or report such taxes.

3.8 Independent Validity of Pricing Provisions.

Each pricing-related clause in this Section 3 is independent and cumulative. If any sub-clause or portion of this Section is found invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law, and WA’s right to recover all amounts properly due under any valid clause shall remain unaffected.

4.1 Payment Terms – General.

Unless otherwise stated in writing by WA, all Customers are billed Due on Receipt. Payment in full must be received and cleared prior to release of finished goods or continuation of subsequent work. All payments must be made in U.S. dollars by cash, certified check, ACH, or wire transfer. Payment by check or ACH is not considered received until funds have fully cleared WA’s bank. Credit-card payments may be subject to a processing surcharge.

4.2 Eligibility for Extended Credit.

(a) Net 15 Terms. After four (4) consecutive fully paid orders with no late or returned payments, a Customer may apply for Net 15 credit terms.
(b) Net 30 Terms. After six (6) consecutive on-time Net 15 payments and an average monthly purchasing volume exceeding $50,000, a Customer may apply for Net 30 terms.
(c) Continuity Requirement. If at any point a payment is late, returned, disputed, or otherwise not received in full and on time, the eligibility sequence resets to zero. Consecutive on-time payments must restart, and no prior performance will count toward future eligibility. The determination of when eligibility restarts, and whether previous history is reinstated, rests solely with WA’s management.
(d) All credit approvals, limits, and terms are granted solely at WA’s discretion and may be reduced, suspended, or revoked at any time without notice. Approval of credit for one order does not obligate WA to extend credit for any subsequent order.

4.3 Credit Limits and Exposure Control.

Customer’s approved credit limit shall not exceed the average value of its six (6) most recent paid orders unless otherwise authorized in writing by WA management. No more than two (2) unpaid invoices may be outstanding at any given time. If any order would cause Customer’s balance to exceed its limit, the excess amount must be prepaid before that order will ship. WA may automatically suspend shipments or Services once a balance exceeds the approved limit or any invoice becomes past due.

4.4 Discounts and Cash Equivalents.

Any pricing negotiated on a Due-on-Receipt basis includes a prompt-payment discount that does not carry forward to extended-credit terms. Upon approval for Net 15 or Net 30 terms, the per-part pricing will be increased by 4 % and 5 % respectively to reflect the loss of the cash-payment discount.

4.5 Authorized Credits and Refunds.

No refund, credit, or adjustment shall be recognized or applied to any account unless issued in writing by WA’s Accounting Department. Verbal assurances or informal approvals by any WA employee, technician, or representative do not create or imply any right to credit, offset, or modification of payment terms. All customer account adjustments must be expressly documented in a written credit memo or refund notice executed by WA Accounting.

4.6 Late Payment and Service Charges.

 Invoices are due in full according to the stated terms. A service charge of 2 % per month (24 % per annum) will be added to any balance ten (10) days past due. Late fees accrue daily and compound monthly until paid. WA reserves the right to defer or cancel any shipment, hold parts in process, or terminate credit privileges if any invoice remains unpaid beyond its due date.

4.7 Lien and Security Interest.

 WA retains a possessory and statutory lien on all Customer property in its possession, including work in process and completed goods, as security for all amounts owed to WA, whether or not related to the specific items held. This lien constitutes a security interest under Article 9 of the Uniform Commercial Code as adopted in Arizona. WA may sell or dispose of retained property in accordance with applicable law to satisfy outstanding balances, with or without further notice.

4.8 Suspension and Acceleration.

If Customer fails to make timely payment or otherwise breaches this Agreement, all amounts owed to WA, whether or not yet due, shall become immediately payable. WA may suspend all Services, retain possession of parts, and apply any deposits or credits toward outstanding obligations without liability. Such remedies are in addition to and without limiting any other rights available to WA under this Agreement or law.

4.9 Collection and Attorney’s Fees.

Customer shall pay all costs and expenses incurred by WA in collecting overdue amounts, including reasonable attorney’s fees, court costs, and collection-agency charges. WA may recover such costs as additional sums due under this Agreement.

4.10 Independent Validity of Payment Provisions.

Each sub-clause of this Section 4 is independent and cumulative. If any portion is found invalid or unenforceable, the remaining provisions shall continue in full force to the maximum extent permitted by law, and WA’s right to recover all sums due shall remain unaffected.

5.1 Ownership of Tooling and Fixtures.

All racks, jigs, fixturing, or other tooling designed, fabricated, or modified by WA in connection with any Service will remain the sole and exclusive property of WA at all times, whether or not Customer is separately charged for design, setup, or fabrication. Payment of setup or tooling charges grants Customer no ownership interest or right of possession. WA may use, modify, or repurpose any such tooling for other work in its sole discretion. Customer acquires no lien, security interest, or ownership right in any WA-owned tooling, equipment, or fixtures and waives any right to file or assert any lien, UCC financing statement, or similar claim against such property under Article 9 of the Uniform Commercial Code or any other applicable law. No transfer or conveyance of ownership shall be valid unless made pursuant to a separate written instrument specifically titled “Tooling Transfer Agreement,” executed by an authorized officer of WA. No purchase order, email, or other communication shall be deemed to constitute such agreement. 

5.2 Customer-Supplied Tooling or Racks.

If Customer furnishes tooling, fixtures, or other property for use in processing, such items are accepted by WA solely at Customer’s risk. WA shall not be responsible for loss, damage, corrosion, or wear occurring in the normal course of use, storage, or handling. Customer-supplied tooling must be suitable for chemical exposure and identified in writing prior to shipment. WA reserves the right to refuse or modify any customer-supplied tooling that, in its judgment, poses risk to safety, quality, or equipment.

5.3 Setup, Engineering, and Modification Charges.

Setup, fixturing, and engineering charges are one-time costs covering design, fabrication, and process development. All such charges are non-refundable once fabrication or development begins, regardless of project outcome or continuation. Any subsequent design changes or modifications requested by Customer shall be treated as new billable work.

5.4 Storage and Retention of Customer-Supplied Tooling.

WA may store Customer-supplied tooling or fixturing for convenience but assumes no bailment obligation or liability for its condition or preservation. WA may, after twelve (12) months of inactivity, notify Customer and, if unclaimed within thirty (30) days of notice, may dispose of or scrap such tooling at its sole discretion without liability. Continued storage beyond twelve months may incur a monthly storage fee at WA’s prevailing rate.
This clause applies only to Customer-supplied property; tooling or fixtures fabricated or provided by WA remain WA property without any time limitation or obligation of notice prior to reuse, repurposing, or disposal.

5.5 Exclusive Use and Process Fitment.

Unless otherwise agreed in writing, no tooling, rack, or fixture is manufactured for exclusive use by any Customer. Fitment or compatibility of tooling to specific parts or future revisions is not guaranteed beyond the original project scope. WA is not responsible for re-engineering or refitting tooling resulting from design changes, new parts, or alternate coatings.

5.6 Special-Order or Custom Requests.

Any Service or order requiring unique setup, chemical formulation, or process deviation from WA’s standard offerings shall be considered a special order and subject to quotation on a case-by-case basis. All special orders require written authorization prior to commencement and are non-cancelable once setup begins due to the chemical, material, and labor-intensive nature of such work. All materials procured or consumed for such orders shall be billed in full regardless of completion status.

5.7 Independent Validity.

Each sub-clause of this Section 5 is independent and cumulative. If any portion is found invalid or unenforceable, the remaining provisions shall continue in full force to the maximum extent permitted by law.

6.1 Inbound Shipments and Risk of Loss.

All parts, materials, or components shipped to WA are received solely at Customer’s risk. Customer is fully responsible for packaging, labeling, and transport sufficient to prevent loss or damage. WA assumes no liability at any time for loss, theft, damage, or destruction of Customer’s property—whether in transit, in storage, during handling, or while in WA’s possession—regardless of cause. Customer acknowledges that WA’s possession of Customer property does not constitute bailment and that WA makes no representation or acceptance of replacement value or declared value. Customer shall not assert any claim for replacement cost, consequential loss, or diminished value under any circumstance.

6.2 Outbound Shipping Arrangements.

All shipments from WA are made F.O.B. Mesa, Arizona. Customer is solely responsible for arranging and paying for outbound shipping, and shall provide WA with either (a) a prepaid shipping label, or (b) valid carrier account information for direct billing.
WA does not prepay, insure, or arrange outbound freight, and title and risk of loss remain with Customer at all times before, during, and after processing.

6.3 Freight and Carrier Responsibility.

Customer shall bear all responsibility for selecting carriers, service levels, insurance, and transit arrangements. WA’s role is limited to releasing goods as instructed by Customer. WA shall have no liability for carrier selection, shipment delays, misdelivery, or damage occurring in transit, whether or not WA assists in labeling, packaging, or pickup coordination.

6.4 Packaging and Handling.

WA provides standard outbound packaging as a customer courtesy only. All specialized packaging, rust-preventive materials, or custom crating requested by Customer will be billed separately. WA is not liable for damage arising from reused packaging or Customer-supplied containers.

6.5 Loss or Damage During Processing.

Customer retains full ownership of all parts at all times. WA shall not be liable for any loss, damage, or destruction of Customer’s property, regardless of cause. In no event shall WA’s total liability—whether in contract, tort, or otherwise—exceed the total amount of monies actually received by WA from Customer for the specific order in question. Customer expressly waives any claim for replacement cost, loss of use, consequential damages, or special damages of any kind.

6.6 Customer Insurance Requirements.

Customer shall, at its sole expense, maintain adequate insurance covering its property at all times, including while in transit to or from WA and while in WA’s possession. WA carries no insurance on Customer-owned property and assumes no responsibility for its protection. Customer’s failure to maintain such insurance shall not impose any liability on WA. Maintenance of such insurance is a condition precedent to WA’s performance of any Service. WA may suspend work, delay completion, or withhold release of parts until satisfactory proof of insurance is provided upon request. Customer’s failure to maintain adequate coverage does not impose any liability on WA for loss or damage to Customer’s property at any time.

6.7 Storage After Completion.

Customer shall arrange outbound shipping within seven (7) calendar days of being notified that work is complete. Storage beyond seven days may incur storage fees at WA’s prevailing rate, and all risk of loss or damage remains solely with Customer. Payment obligations commence upon invoicing, regardless of when Customer arranges outbound shipment or pickup.

6.8 Completion and Delivery.

All Services are deemed complete upon WA’s written or electronic notification to Customer that the order has been finished and is ready for pickup or shipment. Any subsequent handling or storage is solely for Customer convenience. Delivery timelines are estimates only, and WA shall have no liability for delay, carrier availability, or scheduling conflicts.

6.9 Independent Validity.

Each sub-clause of this Section 6 is independent and cumulative. If any portion is held invalid, the remaining provisions continue in full force and effect to the maximum extent permitted by law.

7.1 Process-Based Warranty Only.

WA warrants solely that its proprietary metal-finishing and coating processes will be performed in a workmanlike manner consistent with WA’s internal standards and procedures at the time of service. This warranty covers only the process as applied, not the performance, durability, or suitability of the Customer’s underlying part, material, or design. WA makes no warranty that the results will meet any specific engineering, dimensional, or functional specification unless expressly stated in writing and signed by an authorized WA officer.

7.2 Exclusion of Other Warranties.

This limited warranty is exclusive and in lieu of all other warranties, express or implied. WA expressly disclaims any and all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. No affirmation, description, sample, or technical advice—whether oral or written—shall create or extend any warranty or obligation of WA.

7.3 Remedy and Limitation.

Customer’s sole and exclusive remedy for any claim relating to Services performed by WA shall be, at WA’s election, (a) re-processing of the affected parts, or (b) refund of the amount actually received by WA for the specific Service giving rise to the claim. WA shall have no obligation to replace, repair, or reimburse any underlying parts, materials, or assemblies, nor to provide any other remedy.

7.4 Notice of Claim and Authorization to Inspect.

All claims under this warranty must be made in writing within five (5) calendar days of delivery or pickup of the processed parts. No claim shall exist or be recognized until WA has inspected and authorized the affected parts in writing. If any part is altered, machined, coated, stripped, refinished, or otherwise modified by any person or entity other than WA before such inspection and written authorization, Customer irrevocably waives all rights, remedies, and claims under this warranty and at law or equity. Failure to provide written notice within the five-day period, or to hold the parts intact for WA’s inspection, constitutes full and final acceptance of the work and waiver of all claims.

7.5 Exclusions from Warranty Coverage.

This warranty does not cover, and WA shall have no responsibility for:
(a) defects, damage, or failure resulting from improper or contaminated substrate material, pre-existing conditions, or inadequate disclosure of material composition;
(b) design or dimensional defects in the Customer’s parts;
(c) post-processing machining, heat-treating, or handling by Customer or third parties;
(d) normal wear, corrosion, or fatigue occurring in use;
(e) parts that have been stored, assembled, or finished contrary to WA’s written recommendations; or
(f) any defect, imperfection, or failure attributable in whole or in part to defects in the base material, regardless of cause, origin, or detectability.

7.6 Limitation of Liability.

In no event shall WA’s total cumulative liability—whether arising in contract, tort, strict liability, warranty, or any other legal theory—exceed the total amount of monies actually received by WA from Customer for the specific order in question.
WA shall not, under any circumstance, be liable for any indirect, incidental, consequential, exemplary, or punitive damages, including, without limitation, loss of use, lost profits, production downtime, damage to other components, or any third-party claims of any kind.

7.7 Force Majeure.

WA shall not be liable for any delay, default, or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, labor disputes, equipment failure, material shortages, fire, flood, or governmental action. Performance deadlines shall be extended for the duration of such events without penalty.

7.8 Independent Validity.

Each sub-clause of this Section 7 is independent and cumulative. If any portion is found invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

7.9 Indemnification.

Customer shall defend, indemnify, and hold harmless WA, its officers, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and expert fees) arising out of or relating to:

(a) Customer’s design, specification, or material selection;

(b) any injury, damage, or loss allegedly caused by a part or product incorporating WA’s Services; or

(c) any act, omission, or negligence of Customer or its affiliates, subcontractors, or end users.

This indemnification obligation applies regardless of whether the claim is alleged to arise in whole or in part from WA’s processing or handling, except to the extent finally determined to have been caused solely by WA’s gross negligence or willful misconduct.

8.1 Claims Procedure.

All claims, complaints, or demands relating to workmanship, processing, or Service outcome must be submitted in writing to WA’s Quality Department. Every claim shall identify the specific parts, purchase-order number, and invoice reference, and must strictly comply with the notice and inspection requirements of Section 7.4. Customer shall not ship, return, or deliver any material to WA without WA’s prior written authorization and issuance of a Return Material Authorization (“RMA”) number. Any unapproved or improperly labeled return will be refused, destroyed, or scrapped at Customer’s sole expense and risk.

8.2 Inspection and Disposition.

All inspection, testing, or evaluation of alleged non-conforming work shall occur exclusively at WA’s Mesa, Arizona facility. Customer shall prepay all freight, insurance, and handling costs associated with any return and shall bear all risk of loss in transit. WA’s written determination following inspection shall be final, conclusive, and binding as to the validity and value of any claim or credit. Any part that is altered, refinished, re-machined, or handled by any person other than WA prior to WA’s written inspection and authorization immediately voids all claims and remedies.

8.3 Corrective Action and Exclusive Remedy.

If WA determines a claim to be valid, WA’s sole obligation—and Customer’s exclusive remedy—shall be, at WA’s election:
(a) re-processing of the affected parts;
(b) issuance of a credit not exceeding the invoiced processing charge; or
(c) refund of the amount actually received by WA for the specific Service in question.
No other repair, replacement, or compensation shall be owed. Performance of any corrective action fully satisfies and discharges WA from all further responsibility relating to the claim.

8.4 Prohibition on Set-Off and Withholding.

Customer shall not withhold, offset, short-pay, debit, or delay any amount due to WA under any invoice or account, whether or not a claim, dispute, or warranty review is pending. All invoices remain immediately due and payable in accordance with the stated payment terms. Any credit approved by WA will be issued separately through WA’s accounting department; Customer has no self-help or deduction rights of any kind.

8.5 Dispute Resolution, Governing Law & Venue.

These Terms, and any dispute, claim, or controversy arising out of or relating to any transaction between WA and Customer, shall be governed exclusively by the laws of the State of Arizona, without regard to conflict-of-law principles. Customer irrevocably agrees and submits to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and waives all objections based on inconvenience, forum, or venue. Customer further waives any right to trial by jury, arbitration, mediation, or participation in any class, mass, or representative action. No action arising from these Terms may be initiated in any other jurisdiction without WA’s prior written consent. WA retains the unilateral right to initiate collection or enforcement proceedings in any jurisdiction where Customer or its assets are located, without waiving the exclusive-venue provision for all other disputes.

8.6 Attorneys’ Fees and Collection Costs.

In any action, arbitration, or proceeding arising out of or related to these Terms, the prevailing party shall be entitled to recover all reasonable attorneys’ fees, expert fees, collection costs, court costs, and interest in addition to any other relief granted. Customer shall also reimburse WA for all costs of collection, including third-party agency or legal expenses, incurred due to non-payment or breach.

8.7 Continuing Obligations and Survival.

All provisions concerning confidentiality, intellectual property, payment, warranty, limitation of liability, risk of loss, and indemnification shall survive completion, cancellation, or termination of any order and remain binding on Customer until fully satisfied.

8.8 Severability and Integration.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. These Terms constitute the entire and exclusive agreement between WA and Customer regarding the subject matter herein and supersede all prior or contemporaneous communications, proposals, or understandings, whether written or oral.

8.9 Payment Disputes, Chargebacks, and Reversals.

All payments made to WA are final unless WA expressly authorizes a refund or credit in writing.
Any chargeback, credit-card dispute, ACH reversal, or check cancellation initiated by Customer or its financial institution constitutes a material breach of these Terms. Upon such breach, WA may immediately suspend all current and future work, revoke credit privileges, and pursue collection of all sums due—including bank fees, chargeback penalties, interest, and reasonable attorneys’ fees. The existence of any warranty claim, service dispute, or pending credit review does not entitle Customer to reverse, cancel, or withhold payment under any circumstance.