Terms and Conditions of Sale
Effective Date: Sep 1, 2026
These Terms and Conditions of Sale ("Terms") apply to all quotations, order acknowledgments, invoices, and sales of parts and services by Bivy Works. They are incorporated by reference into every Bivy Works quotation, including quotations that contain a summary of these Terms. Please read them carefully before placing an order.
1. Definitions
"Bivy Works," "we," "us," and "our" refer to Motory Cinema Services LLC, doing business as Bivy Works. "Customer" means the person or entity requesting a quotation or placing an order. "Order" means any purchase order, written or email confirmation, or other acceptance of a Bivy Works quotation. "Customer-Furnished Material" or "CFM" means any parts, materials, castings, forgings, or components supplied by the Customer for machining, modification, or other processing.
2. Application and Precedence
These Terms, together with the applicable Bivy Works quotation or order acknowledgment, constitute the entire agreement between Bivy Works and the Customer regarding each Order. Pricing, quantities, part descriptions, and lead times stated on a quotation or order acknowledgment govern those items. In all other respects, these Terms govern and control over any summary of terms printed on a quotation. The version of these Terms in effect on the date of the applicable quotation applies to that Order. Bivy Works may update these Terms from time to time; updates apply only to quotations issued after the updated effective date.
3. Quote Validity
Quotations are valid for fifteen (15) calendar days from the date of issue. Pricing is subject to change after expiration.
4. Payment Terms
New Customers: A 30% deposit is required upon Order confirmation. The remaining 70% is due upon completion, prior to shipment.
Customers with approved terms: As agreed in writing.
All payments are due in U.S. dollars. Prices exclude applicable sales, use, and similar taxes unless expressly stated, and such taxes are the Customer's responsibility. Invoices unpaid beyond their due date are subject to a late fee of 1.33% per month (16% annually) on the outstanding balance. The Customer shall reimburse Bivy Works for all reasonable costs of collecting overdue amounts, including attorneys' fees. Bivy Works reserves the right to suspend or cancel in-progress work on any account with overdue invoices, and to retain possession of completed parts and any Customer-Furnished Material until all amounts owed are paid in full.
5. Cancellation and Changes
Orders canceled after production has commenced will be invoiced for 100% of all work completed to date plus the full cost of materials procured, including any non-cancellable material orders placed on the Customer's behalf. Design changes or revisions requested after Order confirmation may result in revised pricing and lead times, which will be communicated in writing prior to proceeding.
6. Intellectual Property and Confidentiality
Bivy Works acknowledges that all Customer-provided designs, drawings, models, and specifications remain the sole intellectual property of the Customer. Bivy Works will not disclose, reproduce, or use Customer intellectual property for any purpose other than fulfilling the Order without the Customer's prior written consent. Bivy Works will not share Customer part details, quantities, or project information with any third party, except (a) subcontractors and material suppliers who require such information to perform services for the Order and who are bound by confidentiality obligations, or (b) as required by law or legal process. Any proprietary processes, tooling strategies, programs, or fixturing developed by Bivy Works in the course of production remain the property of Bivy Works unless otherwise agreed in writing.
7. Customer-Supplied Designs and Specifications
The Customer is responsible for the accuracy and completeness of all drawings, CAD models, and specifications provided. Bivy Works manufactures to the Customer's supplied documentation and is not liable for defects, dimensional errors, or functional failures resulting from inaccurate, incomplete, or conflicting Customer-supplied information. Where a drawing and a CAD model conflict, the drawing governs unless otherwise specified in writing. If discrepancies are identified during review, Bivy Works will make reasonable efforts to notify the Customer prior to production, but is not obligated to perform a full engineering review.
The Customer must notify Bivy Works in writing prior to Order confirmation if any part, drawing, or technical data is subject to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), or any other export control regulation.
8. Customer-Furnished Material
CFM remains at the Customer's risk at all times while in Bivy Works' possession, including during machining, handling, storage, and shipping.
The Customer acknowledges that machining operations may reveal or cause latent defects, including porosity, inclusions, cracking, or distortion due to residual stress or prior heat treatment, that Bivy Works cannot reasonably detect or control.
The Customer warrants that all CFM conforms to the material, condition, and processing history represented to Bivy Works, and shall disclose any coatings, heat treatment, or special handling requirements prior to machining.
Bivy Works' sole liability for any CFM damaged, scrapped, or lost, regardless of cause, shall be, at Bivy Works' option, re-performance of the services on replacement CFM supplied by the Customer, or refund of the charges for services performed on the affected CFM. Bivy Works shall not be liable for the value or replacement cost of CFM.
Unless otherwise agreed in writing, a setup and scrap allowance of 3% of CFM quantity (minimum one piece) applies. Quantity and visible condition of CFM will be verified upon receipt, and discrepancies will be reported to the Customer.
The Customer is responsible for insuring CFM while in Bivy Works' possession. CFM and completed parts not collected within sixty (60) days of notice of completion may be subject to storage fees or disposal.
9. Tolerances
Unless otherwise specified on the drawing or in the Order, the following defaults apply:
Linear tolerances: ±0.005"
Angular tolerances: ±0.5°
Surface finish: 125 Ra µin or better
Sharp edges will be broken at Bivy Works' discretion
Tighter tolerances are available and will be reflected in pricing.
10. Inspection, Acceptance, and Warranty
Bivy Works warrants that parts will conform to the Customer's drawing and specifications at the time of shipment. The Customer shall inspect all parts within fourteen (14) days of receipt and notify Bivy Works in writing of any nonconformance within that period. Parts not rejected in writing within that period are deemed accepted. Nonconforming parts must be returned upon request before any remedy is provided. The Customer's sole remedy for nonconforming parts is, at Bivy Works' option, rework, replacement, or credit of the price paid for the nonconforming parts.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Bivy Works makes no warranty regarding the suitability of the Customer's design for its intended application.
11. Limitation of Liability
Bivy Works' total liability arising from or related to any Order shall not exceed the total price paid by the Customer for that specific Order.
IN NO EVENT SHALL BIVY WORKS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, PRODUCTION DOWNTIME, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF WHETHER BIVY WORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Customer Indemnification
The Customer shall defend, indemnify, and hold harmless Bivy Works from any claims, damages, or expenses, including attorneys' fees, arising from (a) any allegation that parts manufactured to the Customer's designs or specifications infringe any patent, trademark, copyright, or other intellectual property right, or (b) the design, use, or application of parts in the Customer's products.
13. Shipping and Risk of Loss
Unless otherwise agreed in writing, all shipments are FOB Origin (Clifton, NJ). Title and risk of loss transfer to the Customer upon delivery to the carrier. Shipping costs are the responsibility of the Customer unless included in the quoted price. Bivy Works is not liable for delays, damage, or loss occurring during transit. If the Customer requires specific carriers, insurance, or shipping methods, these must be communicated at the time of Order.
14. Lead Times and Force Majeure
Quoted lead times are estimates and begin upon receipt of both Order confirmation and any required deposit. Lead times are subject to change based on material availability, shop scheduling, and design revision cycles. Bivy Works will communicate any significant delays as promptly as possible, but shall not be liable for damages resulting from delay.
Bivy Works is not responsible for delays or failure to perform caused by events beyond its reasonable control, including equipment failure, supplier delays, labor shortages, utility outages, natural disasters, epidemics, or government action.
15. General
By placing an Order, delivering Customer-Furnished Material, or remitting payment, the Customer agrees to these Terms. These Terms supersede any conflicting or additional terms in the Customer's purchase order or other documents unless explicitly agreed to in writing by Bivy Works; Bivy Works' acceptance of or failure to object to a Customer purchase order does not constitute acceptance of its terms. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. Failure by Bivy Works to enforce any provision is not a waiver of that provision. These Terms are governed by the laws of the State of New Jersey, and any dispute shall be brought exclusively in the state or federal courts located in Passaic County, New Jersey.
Questions
For questions about these Terms, contact us at info@bivyworks.com or 646-618-3386.