These terms are part of every quote on Amerigo and govern every order a buyer accepts. They sit beside the Platform Terms (every account) and the Supplier Agreement (Amerigo and each manufacturer). The version in force when a buyer accepts a quote is the version that governs that order.
These terms govern every sale between a Seller and a Buyer made through the Amerigo platform. They are incorporated into every Quote. Buyer pays Amerigo when it accepts a Quote (a deposit then and the balance before shipment, where the Quote splits it). Amerigo holds every payment. The deposit share on the Quote is released to Seller when Seller starts production; the rest is released only after Buyer accepts the goods or the Inspection Window closes without a claim. That hold is what Buyer's prepayment buys.
1. Parties and how an Order forms
1.1 Who is selling. The Seller is the manufacturer named as Seller on the Quote. The Buyer is the company that accepts the Quote. Amerigo Marketplace Corp. ("Amerigo") operates the platform and acts as Seller's limited agent to transmit the Quote and collect payment. Amerigo is not the Seller, is not a party to the sale, and makes no warranty about the goods.
1.2 The Quote is Seller's offer. A Quote is Seller's offer to sell the goods described on it, at the price and on the terms shown, on these Standard Terms of Sale. A Quote expires on the date shown on it, or 30 days after issue if no date is shown. Seller may withdraw a Quote any time before Buyer accepts it.
1.3 Acceptance. Buyer accepts a Quote by clicking to accept it on the platform. At that moment a binding contract of sale (the "Order") exists between Seller and Buyer on the Quote's terms and these Standard Terms, and Amerigo sends both parties an Order Confirmation with the order number. Production does not start until the payment due on acceptance under 2.4 is received. If Buyer has not initiated that payment through the platform within 5 business days after acceptance, the Order lapses and neither party owes the other anything under it.
1.4 Buyer purchase orders. Buyer may issue its own purchase order for its records. It must reference the order number. Any term on a Buyer purchase order, acknowledgment, or other Buyer document that adds to or differs from the Quote or these Standard Terms is rejected and does not become part of the Order, whether or not Seller or Amerigo objects to it. A purchase order addressed to Amerigo is treated as addressed to Seller, care of Amerigo as agent.
1.5 Attachments. Seller may attach its own quotation or cost breakdown to the Quote for detail. If an attachment conflicts with the Quote, the Quote governs. Terms and conditions printed on or referenced in an attachment do not apply.
1.6 Direct communication. Buyer and Seller communicate directly through the platform's message thread about drawings, tolerances, materials, lead times, and revisions. Only a revised Quote that Buyer accepts changes the Order; messages do not.
2. Price and payment
2.1 Price. The price is the total shown on the Quote. It includes the goods and whatever the Quote says it includes (crating, finishing, tooling). It excludes freight unless the Quote says freight is included, and excludes sales tax except as 2.6 provides.
2.2 Payment methods. Orders with an Order Subtotal below $10,000 may be paid by card or bank transfer at the same price. Orders of $10,000 or more are paid by bank transfer.
2.3 Payment to Amerigo. Buyer pays Amerigo, as Seller's agent, through the platform. Payment to Amerigo discharges Buyer's payment obligation to Seller to the extent paid. Buyer does not pay Seller directly for an Order, and Seller does not invoice Buyer directly for one.
2.4 When payment is due. Where the Order Subtotal is below $10,000, the full price is due on acceptance. Where it is $10,000 or more, the platform default is a split: 50% due on acceptance and 50% due when Seller posts a ready-to-ship notice on the Order. Seller may set a different deposit percentage on the Quote, from 1% to 100%. Production does not start until the payment due on acceptance is received. Where payment is split, Buyer authorizes the balance to be collected on the payment method used for the deposit 2 business days after the ready-to-ship notice unless Buyer pays it another way first. Seller ships when the balance is received. If the balance is not received within 10 business days after the ready-to-ship notice, Seller may store the goods at Buyer's risk and charge reasonable storage. If the balance is still unpaid 30 days after the notice, Seller may treat the Order as cancelled by Buyer, keep the deposit up to its documented costs, refund any excess through the platform, and dispose of the goods; Amerigo releases the hold accordingly. The deposit is the only amount available to Seller if Buyer abandons the Order this way, and Seller chooses the deposit percentage with that in mind.
2.5 The hold and its release. Amerigo holds Buyer's payment on Seller's behalf. The deposit percentage on the Quote is the share of Seller's payout that Amerigo releases to Seller when Seller marks the Order in production on the platform; where the full price was paid on acceptance, the same percentage applies. The remainder is released to Seller after the goods are accepted under Section 4. If Buyer makes a timely claim under Section 4, the disputed amount stays held until the claim is resolved, and a deposit share already released is recoverable from Seller under Section 4.5 where the claim is upheld.
2.6 Taxes. Prices exclude sales and use tax. Where Amerigo is required by law to collect sales tax on the Order as a marketplace facilitator, it will add it at checkout unless Buyer provides a valid resale or exemption certificate through the platform. Buyer is responsible for any tax not collected at checkout that applies to its purchase.
2.7 Card payments. Card payments are processed by Amerigo's payment provider. Buyer agrees to raise any payment dispute through the platform's claim process under Section 4 before disputing a charge with its card issuer.
3. Delivery, title, and risk
3.1 Delivery point. Unless the Quote says otherwise, goods are delivered FCA Seller's facility shown on the Quote (Incoterms 2020): Seller loads the goods onto Buyer's carrier at Seller's dock, and delivery is complete when they are loaded.
3.2 Freight. Buyer arranges and pays freight, on Buyer's carrier account, unless the Quote states that Seller ships on Buyer's behalf and at what cost. Where Seller ships, it does so as Buyer's agent for that shipment and passes through the carrier's charges without markup unless the Quote shows a freight price. Amerigo does not book, pay for, or take responsibility for freight.
3.3 Crating and packaging. The Quote states whether crating is included. Seller packages goods in a manner adequate for the mode of transport stated on the Quote. Special crating, skids, or export packaging Buyer requires must be on the Quote.
3.4 Title and risk of loss. Title and risk of loss pass to Buyer when the goods are loaded onto the carrier at Seller's dock. Damage in transit is a claim against the carrier. The party whose account the shipment moved on files the claim; the other party provides packing evidence, photos, and inspection records within 5 business days of a request, and any recovery belongs to Buyer.
3.5 Lead time. The lead time on the Quote runs from the later of Buyer's acceptance and Seller's receipt of the payment the Quote requires before production starts. Lead time is Seller's good-faith estimate of when goods will be ready at its dock, not a guaranteed delivery date at Buyer's site. Seller will tell Buyer through the platform promptly if it expects to miss the lead time and by how much.
3.6 Late delivery. If goods are not ready at Seller's dock within 10 days after the lead time ends, and the delay is not caused by Buyer (a drawing change, late approval, late material Buyer supplies) or by an event beyond Seller's reasonable control, Buyer may cancel the undelivered portion of the Order by notice through the platform and receive a refund of what it paid for that portion. That refund is Buyer's only remedy for late delivery. Seller is not liable for delay damages.
3.7 Partial shipments. Seller may ship in lots if the Quote says so or by a revised Quote that Buyer accepts. Each lot is inspected and accepted separately under Section 4, and the hold releases per lot.
3.8 Drop shipment. Where Buyer directs shipment to a third party (its customer or another site), the third party is Buyer's consignee. Buyer remains the Buyer for all purposes, inspects through its consignee, and is responsible for any blind-shipping or paperwork instructions, which must be on the Quote.
4. Inspection, acceptance, and claims
4.1 Inspection window. Buyer inspects the goods promptly on receipt and has 14 days (the "Inspection Window") to report any shortage, damage, or non-conformance to the drawing or the Quote. The Inspection Window starts on the earlier of (a) the carrier's delivery date, or the date Buyer or its consignee collects the goods for will-call, and (b) where the price is fully paid and Buyer has not arranged pickup, 14 days after Seller posts a ready-to-ship notice. An unpaid balance is handled under 2.4, not this Section.
4.2 How to report. A claim is made through the platform's claim form on the Order, with a description of the problem and photos or inspection data sufficient to identify it. A report in the Order's message thread within the Inspection Window that identifies the problem preserves Buyer's claim if it is entered on the form within 5 business days after, and Amerigo may enter it on Buyer's behalf. A report by phone, or by email outside the Order's thread, does not.
4.3 Acceptance. Goods are accepted ("Acceptance") on the earlier of (a) Buyer confirming acceptance on the platform, (b) the Inspection Window closing with no claim entered, or (c) Buyer using, installing, altering, or reselling the goods, other than testing needed to inspect them. Acceptance releases the held payment to Seller. Acceptance does not waive Buyer's warranty rights under Section 5 for defects that could not reasonably have been found on inspection.
4.4 Resolving a claim. Seller responds to a claim through the platform within 5 business days. Seller and Buyer resolve it directly: repair, rework, replacement, partial credit, or a finding that the goods conform. Where Seller agrees the goods do not conform, Seller pays the freight to return and redeliver them. Buyer does not return goods without Seller's return instructions on the platform.
4.5 If they cannot agree. If a claim is not resolved within 15 business days after it is entered, Amerigo decides, within 10 business days, how much of the held payment is released to Seller and how much is refunded to Buyer, based on these Standard Terms, the drawing, the Quote, and the evidence both parties provided on the platform. Where the refund Amerigo decides exceeds what is held, Seller repays the difference from the deposit share it received, and Amerigo may recover it under the Supplier Agreement. Amerigo's decision governs the held payment only. It does not decide any other right either party has against the other, and either party may pursue those rights under Section 7. Buyer and Seller each release Amerigo from any claim arising from a decision Amerigo made in good faith under this Section.
4.6 Amerigo does not inspect. Amerigo does not inspect, test, or certify goods and has no duty to detect a defect. Buyer's inspection is its own.
4.7 Deemed conformance. Goods not reported under 4.1 within the Inspection Window are accepted as conforming for shortage, visible damage, and any non-conformance a reasonable inspection would have found.
5. Warranty and remedy
5.1 Seller's warranty. Seller warrants to Buyer that for 90 days from the carrier's delivery date the goods will conform to the drawing at the revision stated on the Quote and to the Quote's stated material, finish, and quantity, and will be free from defects in workmanship.
5.2 Remedy. If goods do not meet 5.1 and Buyer reports the problem through the platform within the warranty period, Seller will, at Seller's option, repair or rework the goods, replace them, or refund the price Buyer paid for the non-conforming goods. Where Seller repairs or replaces, Seller pays return and redelivery freight. This is Buyer's sole and exclusive remedy for any non-conformance or defect, and Seller's only obligation, whether the claim is in contract, warranty, tort, or otherwise.
5.3 Buyer's design. The design is Buyer's. Seller does not warrant that a part made to Buyer's drawing will function, fit, perform, or be suitable for any purpose, and does not review Buyer's design for manufacturability, safety, or compliance beyond what Seller chooses to comment on in the thread. Comments Seller makes about Buyer's design are suggestions, not warranties.
5.4 What the warranty does not cover. Normal wear; damage after delivery; goods altered, further processed, or installed by anyone other than Seller; use outside the drawing's stated conditions; defects in material or components Buyer supplied; and cosmetic variation within the tolerances on the drawing or, where the drawing is silent, within standard shop practice for the process.
5.5 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN 5.1, SELLER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AMERIGO MAKES NO WARRANTY OF ANY KIND ABOUT THE GOODS.
5.6 Certifications and reports. Material certifications, certificates of conformance, first-article reports, or inspection reports are provided only if the Quote lists them. Where listed, they are part of the goods and their absence is a non-conformance Buyer may report under Section 4.
6. Changes, cancellation, drawings, and compliance
6.1 Changes. Either party may propose a change (quantity, revision, material, lead time). A change takes effect only when Seller issues a revised Quote through the platform and Buyer accepts it. Until then the original Order stands.
6.2 Cancellation by Buyer. Goods are made to Buyer's drawing and have no other market. Buyer may cancel an Order by notice through the platform only before Seller has marked the Order in production on the platform, and owes Seller the cost of material Seller has already purchased for the Order and cannot return, plus any tooling or outside processing already committed. Seller states those costs on the Order within 3 business days after the cancellation, with a description of what they cover. Buyer then has 5 business days to accept or contest the statement on the platform. When Buyer accepts, or the 5 business days pass without a contest, Amerigo releases the stated costs to Seller from Buyer's payment and refunds the rest to Buyer. If Buyer contests, Amerigo decides how much of Buyer's payment is released to Seller, on the same basis and with the same limits as 4.5. If Seller states no costs within 3 business days, Buyer's payment is refunded in full. Stated costs above what Buyer has paid are not collected through the platform. After production starts, Buyer may not cancel except under 3.6.
6.3 Cancellation by Seller. Seller may cancel before production starts if it cannot obtain material at a price consistent with the Quote, on notice through the platform, in which case Buyer receives a full refund and Seller has no further obligation.
6.4 Buyer's drawings and files. Buyer owns its drawings, models, and specifications. Buyer warrants that it has the right to have the goods made and that doing so does not infringe anyone's rights. Seller may use Buyer's files only to quote and perform the Order, keeps them confidential, and does not make the part for anyone else. Seller returns or destroys them within 18 months after the last Order they relate to, except copies it must keep by law.
6.5 Seller's know-how. Seller keeps its own processes, programs, fixtures, and know-how. Tooling Buyer paid for as a separate line on the Quote belongs to Buyer; Seller stores it for Buyer's future Orders and returns it on request.
6.6 Confidentiality. Each party keeps the other's non-public information received through the Order confidential and uses it only for the Order. This includes Buyer's drawings and pricing and Seller's quote breakdown and process information. The obligation lasts 5 years after the Order is complete, and for trade secrets as long as they remain trade secrets.
6.7 Export and sanctions. Buyer identifies on the RFQ any drawing or part that is subject to U.S. export controls (ITAR or EAR) before Seller quotes it. Buyer is responsible for any license or authorization its use or export of the goods requires. Neither party will transfer controlled technical data to anyone not authorized to receive it. Buyer represents that it, its consignee, and the end use are not subject to U.S. sanctions or denied-party restrictions.
6.8 Buyer-supplied material. Where Buyer supplies material, castings, or components, Buyer warrants they conform to the drawing, and Seller is not responsible for defects in them or for delay caused by their late arrival.
7. Liability, disputes, and general
7.1 Seller's cap. SELLER'S TOTAL LIABILITY TO BUYER ARISING FROM AN ORDER, ON ANY THEORY, WILL NOT EXCEED THE PRICE BUYER PAID FOR THE GOODS UNDER THAT ORDER. This cap does not apply to Seller's indemnity in 7.3 or to Seller's gross negligence or willful misconduct.
7.2 No consequential damages. NEITHER SELLER NOR BUYER IS LIABLE TO THE OTHER FOR LOST PROFITS, LOST PRODUCTION, DOWNTIME, COST OF SUBSTITUTE GOODS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM AN ORDER, EVEN IF ADVISED OF THEIR POSSIBILITY. This applies even if a remedy fails of its essential purpose.
7.3 Indemnities. Seller defends and indemnifies Buyer against third-party claims for bodily injury or property damage to the extent caused by a defect in Seller's workmanship or Seller's deviation from the drawing. Buyer defends and indemnifies Seller against third-party claims to the extent arising from Buyer's design, Buyer's specifications, Buyer's use of the goods, or a claim that making the goods to Buyer's drawing infringes a third party's rights.
7.4 Amerigo's role and liability. Amerigo is not a party to the Order, does not sell the goods, and makes no warranty about them. Amerigo's only obligations to Buyer regarding an Order are to hold and release payment as Section 2 and Section 4 provide. AMERIGO'S TOTAL LIABILITY TO BUYER ARISING FROM AN ORDER WILL NOT EXCEED TEN PERCENT OF THE ORDER SUBTOTAL OF THAT ORDER, AND AMERIGO IS NOT LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES. This cap does not apply to Amerigo's obligation to hold, release, or refund payment as these terms provide, which Amerigo owes in full. Buyer's claims about the goods are against Seller.
7.5 Governing law. The Order is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
7.6 Disputes. Buyer and Seller first try to resolve any dispute through the platform's claim process under Section 4. Any dispute not resolved there is brought in the state or federal courts sitting in Middlesex County, New Jersey, and both parties consent to their jurisdiction. Either party may seek an injunction in any court to protect its confidential information or intellectual property.
7.7 Time limit. A claim arising from an Order must be brought within 1 year after it arises.
7.8 Force majeure. Seller is not liable for delay or failure caused by events beyond its reasonable control, including fire, flood, utility failure, material shortage from Seller's supplier, labor action not involving Seller's own workforce, carrier failure, or government order, for as long as the event continues, provided Seller notifies Buyer through the platform promptly. If the event lasts more than 30 days, either party may cancel the undelivered portion of the Order and Buyer receives a refund for it.
7.9 Entire agreement. The Quote, these Standard Terms of Sale, and the Order Confirmation are the entire agreement between Seller and Buyer for the Order. Nothing in the message thread changes them except through 6.1.
7.10 Versions. The version of these Standard Terms in force when Buyer accepts a Quote governs that Order. Amerigo may publish a new version; it applies only to Quotes accepted after it is published.
7.11 Assignment; severability; waiver. Neither party assigns an Order without the other's consent, except that Buyer may direct delivery to a consignee under 3.8. If a term is unenforceable, the rest stands. Failure to enforce a term is not a waiver.
7.12 Notices. Notices about an Order are given through the platform's message thread or claim form on that Order.
Amerigo Marketplace Corp. Version 0.6, effective September 23, 2026.