Terms and Conditions for Solutions Machining in Denver, CO
Standard Terms Governing CNC Machining Services
Document ID: TC-01 Revision: 1.0 Effective Date: ______________ Owner: Michael Green, Solutions Machining
Introduction
These Terms and Conditions (“Terms”) govern all sales, services, and interactions between Green Machine 303 LLC d/b/a Solutions Machining (“Shop,” “we,” “our,” or “us”) located in Denver, Colorado, and its customers (“Customer,” “you,” or “your”). By engaging our services, placing an order, or receiving a quote from us, you agree to abide by these Terms. We recommend reviewing these Terms carefully before proceeding with any transaction.
We are a B2B company specializing in wholesale manufacturing only. We do not collect sales tax, and our customers must provide proof of tax-exempt status.
1. Quotations and Orders
1.1 Quotations
All quotations provided by the Shop are valid for thirty (30) days from the date of issuance unless otherwise specified in writing. Quotations are based on information, specifications, drawings, and/or samples supplied by the Customer at the time of the request. Any alteration or modification to the original specifications may result in a revised quotation.
1.2 Acceptance of Orders
No order shall be binding upon the Shop until it is accepted in writing or by order confirmation. The Shop reserves the right to accept or decline any order at its sole discretion. Orders must be accompanied by sufficient technical information, drawings, and, if applicable, customer-supplied materials and samples necessary for production.
1.3 Changes and Cancellations
Requests for changes or cancellations to orders must be received in writing. The Shop reserves the right to charge for any costs incurred up to the date of such requests, including but not limited to materials, labor, and administrative expenses. Custom or special-order items may not be canceled once production has commenced.
1.4 Tooling, Programming, and Setup Costs
Quotations may include costs for programming, tooling, fixturing, and setup work required to produce the Customer’s parts. If an order is canceled after such work has begun, the Customer shall be responsible for payment of all tooling, programming, and setup costs incurred up to the point of cancellation, in addition to any other cancellation costs described in Section 1.3. Ownership of physical tooling and fixtures purchased or fabricated for a specific order remains with the Shop unless otherwise agreed in writing, even where the cost of such tooling has been billed to the Customer.
1.5 Minimum Order Quantity and Value
The Shop may establish a minimum order quantity or minimum order value for certain parts or materials, which will be communicated to the Customer at the time of quotation. Orders below the applicable minimum may be subject to a minimum order fee or may be declined at the Shop’s discretion.
1.6 Quantity
The Shop reserves the right to send +/- 10% of the ordered quantity at our discretion.
1.7 RFQ Accuracy
Quotations are based solely on the information provided to the Shop at the time of review. Discovery of omitted features, specifications, certifications, inspection requirements, compliance requirements, packaging requirements, regulatory obligations, or other material information may result in revised pricing, lead times, and contractual obligations.
1.8 Revisions After Quote
Changes to drawings, quantities, materials, tolerances, finishes, certifications, inspection requirements, delivery schedules, or scope of work made after a quotation has been issued may require requotation and adjustment of the delivery schedule.
1.9 Compliance Requirements Disclosure
The Customer shall disclose all certification, quality, traceability, documentation, inspection, regulatory, cybersecurity, export-control, record-retention, confidentiality, customer-flowdown, and other compliance requirements at the time of quotation. Any such requirement disclosed after quotation may result in revised pricing, revised lead times, or rejection of the order.
1.10 Undisclosed Requirements
Any requirement not expressly disclosed to the Shop in writing prior to quotation shall be deemed excluded from the scope of work. The Shop shall not be responsible for compliance with undisclosed requirements, regardless of their source.
2. Regulated and Controlled Work
The Shop reserves the unrestricted right to refuse, suspend, cancel, or terminate any quotation, order, or business relationship involving export-controlled information, controlled technical data, firearms, weapon systems, military applications, defense articles, government-restricted technologies, sanctioned activities, or any project falling outside the Shop’s business objectives, capabilities, compliance requirements, risk tolerance, or ethical standards.
The Shop is under no obligation to review, secure, store, certify, retain, process, or return regulated information unless expressly agreed to in writing. Acceptance of an order shall not be interpreted as a representation that the Shop is registered, certified, qualified, audited, approved, or willing to perform work subject to any specific compliance framework absent a written agreement. The Shop may reject an order or quotation without providing a reason.
3. Pricing and Payment
3.1 Pricing
All prices quoted are in U.S. dollars and do not include applicable taxes, shipping, or handling charges unless expressly stated. Prices are subject to change without prior notice in the event of fluctuations in material costs or other market conditions.
3.2 Rush Orders
Orders requiring expedited lead times outside the Shop’s standard production schedule may be subject to a rush order fee, to be disclosed and agreed upon at the time of quotation or order acceptance. Acceptance of a rush order is at the Shop’s discretion and is subject to capacity and material availability.
3.3 Payment Terms
Unless otherwise agreed in writing, all orders are payable Cash on Delivery (COD). The Shop may, in its sole discretion, extend credit terms to qualified Customers; extension of credit on one order shall not create any obligation to extend credit on future orders. Approved credit accounts shall default to Net Thirty (30) Days unless otherwise agreed in writing. The Shop reserves the right to modify, suspend, revoke, or deny credit privileges at any time and for any reason. Late payments are subject to a service charge of 1.5% per month or the maximum amount permitted by Colorado law, whichever is less.
3.4 Methods of Payment
The Shop accepts payment by check, ACH transfer, bank wire, or money order. All payments must be made in U.S. dollars.
3.5 Creditworthiness
The Shop reserves the right to review Customer creditworthiness at any time and may require deposits, prepayment, progress payments, financial information, credit references, guarantees, or other assurances as a condition of accepting or continuing work.
3.6 Default and Delinquent Accounts
Any invoice not paid when due shall be considered delinquent. Upon delinquency, the Shop may suspend work, withhold shipments, revoke credit privileges, require prepayment for future work, enforce lien rights, and pursue any other remedy available under these Terms or applicable law.
3.7 Collection Costs
The Customer agrees to pay all costs incurred in collecting overdue amounts, including attorney fees, court costs, collection agency fees, lien filing fees, and associated administrative expenses.
3.8 Cross-Default
The Shop may withhold delivery, suspend performance, or require advance payment on any order if the Customer is delinquent on any obligation owed to the Shop.
3.9 Acceleration
Upon Customer default, all unpaid balances owed to the Shop may become immediately due and payable at the Shop’s sole discretion.
3.10 No Obligation to Extend Credit
The Shop’s decision to continue work, accept partial payment, delay enforcement, or grant accommodations shall not constitute a waiver of any rights, nor shall it establish an obligation to continue extending credit.
3.11 Deposits and Progress Billing
For large orders, material-intensive projects, custom tooling, engineering-intensive work, or extended lead-time projects, the Shop may require deposits, milestone payments, progress payments, or material prepayment.
3.12 Financial Insecurity
If the Shop reasonably believes the Customer’s ability or willingness to pay has become impaired, the Shop may suspend performance until satisfactory assurances of payment are received.
3.13 Delinquency Escalation Procedure
The Shop may, but is not obligated to, follow the general escalation guidelines below when an account becomes past due:
1–15 days past due: a courtesy reminder may be issued, and new quotations or scheduling may be delayed.
16–30 days past due: credit privileges may be suspended, open orders may be placed on hold, and future work may require COD.
31–60 days past due: production may be suspended, completed orders may be withheld, and collection efforts may commence.
61–90 days past due: the account may be declared in default, all balances may become immediately due, and legal counsel or collections may be engaged.
Over 90 days past due: the business relationship may be terminated, future orders may be refused, and legal proceedings may be initiated.
3.14 Remedies Cumulative
The Shop reserves the right to bypass any escalation step and pursue any remedy available under these Terms or applicable law whenever necessary to protect its interests.
3.15 Credit Privileges
Credit privileges are extended solely at the discretion of the Shop and may be modified, suspended, reduced, or revoked at any time.
4. Delivery and Shipping
4.1 Delivery Dates
Estimated delivery dates are provided for informational purposes only and are not guaranteed. While the Shop will make every reasonable effort to meet agreed delivery dates, we are not liable for delays caused by events beyond our control, including but not limited to supplier delays, natural disasters, labor disputes, or transportation disruptions.
4.2 Shipping Terms
Unless otherwise arranged, all shipments are FOB Solutions Machining, Denver, Colorado. Title and risk of loss pass to the Customer upon delivery to the carrier. Shipping and handling charges will be added to the invoice unless otherwise agreed. The Shop assumes no responsibility for damage or loss in transit; Customer should inspect shipments promptly and file claims with the carrier if necessary.
4.3 Partial Shipments
The Shop reserves the right to make partial shipments and invoice accordingly. Delay in delivery of any installment shall not relieve the Customer of their obligation to accept remaining deliveries.
4.4 Storage Charges
Completed orders not shipped or collected within thirty (30) days after notification of completion may be subject to reasonable storage charges.
4.5 Abandoned Property
Any parts, materials, tooling, fixtures, or other property remaining in the Shop’s possession more than one hundred twenty (120) days after notification may be deemed abandoned and may be disposed of, sold, recycled, or otherwise handled by the Shop to recover storage and administrative costs, subject to applicable law.
4.6 Customer-Caused Delays
Customer delays in providing approvals, information, responses, materials, deposits, technical clarification, or required documentation may result in revised delivery schedules. The Shop shall not be responsible for delays resulting from Customer inaction or delayed communication.
5. Vendors and Subcontractors
5.1 Shop’s Suppliers and Material Vendors
The Shop relies on third-party suppliers for raw materials, hardware, and other components used in the manufacture of Customer orders. The Shop is not liable for delays, shortages, or defects arising from the acts or omissions of its suppliers or material vendors, and any such delays may extend estimated delivery dates as described in Section 4.1. The Shop will use reasonable efforts to select suppliers that meet applicable quality and specification requirements.
5.2 Outside Vendors and Subcontracted Processes
The Shop may, at its discretion, engage outside vendors or subcontractors to perform specialized processes as part of fulfilling a Customer order, including but not limited to heat treating, plating, anodizing, coating, or other outside processing. The Shop will exercise reasonable care in selecting such vendors but is not liable for delays, defects, or damages arising from work performed by these vendors that are beyond the Shop’s reasonable control. This section governs outside processing performed as part of the Shop’s fulfillment of an order and is distinct from third-party services performed on parts after delivery to the Customer, which are addressed in Section 8.4 (Outside Services).
5.3 Vendor Availability and Pricing
Quotations may rely upon vendor pricing, lead times, freight costs, tariffs, and availability existing at the time of quotation. Significant changes in any of these may result in pricing and lead-time adjustments.
5.4 Customer-Directed Vendors
Where the Customer requires the use of a specific vendor, processor, or supplier, the Shop assumes no responsibility for delays, nonconformance, availability issues, pricing changes, or quality concerns arising from that vendor.
5.5 Outside Processing Yield Loss
The Customer acknowledges that certain manufacturing and finishing processes inherently involve risk of distortion, cosmetic variation, dimensional movement, damage, or scrap. The Shop shall not be responsible for such losses when processing is performed by qualified vendors.
5.6 Vendor Certifications
Unless expressly agreed in writing, the Shop does not warrant that its suppliers, processors, or subcontractors maintain any specific certification program, accreditation, registration, approval, or quality system.
5.7 Supply Chain Disruptions
Material shortages, transportation interruptions, labor shortages, utility disruptions, tariffs, import restrictions, governmental actions, vendor delays, and other supply chain disruptions shall constitute circumstances beyond the Shop’s reasonable control.
5.8 Vendor Relationships
The Shop may purchase materials, services, processing, tooling, equipment, supplies, and other products from third-party vendors in the ordinary course of business. The Shop reserves the right to select, change, replace, approve, reject, or discontinue use of any vendor, supplier, processor, subcontractor, or service provider at its sole discretion unless otherwise agreed in writing. No vendor relationship shall be construed as exclusive, continuing, guaranteed, or permanent unless expressly agreed to in writing.
5.9 Vendor Representations
The Shop relies upon representations, certifications, specifications, documentation, and information supplied by vendors and suppliers and shall not be responsible for inaccuracies, omissions, errors, misrepresentations, counterfeit materials, falsified certifications, or undisclosed conditions originating from third parties.
5.10 No Vendor Agency
No vendor, supplier, processor, subcontractor, or service provider shall be deemed an agent, employee, representative, partner, joint venturer, or legal representative of the Shop. The Shop shall not be responsible for obligations, representations, commitments, warranties, statements, or actions made by any third party unless expressly authorized in writing by the Shop.
5.11 Vendor Compliance
The Shop shall have no obligation to investigate, audit, monitor, verify, or enforce a vendor’s compliance with laws, regulations, certifications, registrations, quality standards, customer requirements, governmental requirements, industry standards, export controls, cybersecurity requirements, or contractual obligations unless expressly agreed to in writing. The Shop’s use of a vendor shall not constitute a representation or warranty that such vendor is compliant with any particular requirement.
5.12 Vendor Financial Failure
The Shop shall not be responsible for losses, delays, increased costs, shortages, disruptions, or nonconformance arising from vendor insolvency, bankruptcy, cessation of operations, labor disputes, financial distress, supply shortages, or business interruption.
5.13 Right to Reject Vendor Requirements
The Shop reserves the right to reject, refuse, or discontinue any supplier, processor, subcontractor, quality program, supplier portal, purchasing platform, cybersecurity requirement, compliance requirement, onboarding requirement, contractual flowdown, or vendor management program that the Shop determines to be inconsistent with its business objectives, operating practices, economic interests, risk tolerance, capabilities, or ethical standards.
5.14 No Endorsement of Third-Party Vendors
The Shop’s purchase of goods or services from a third party shall not be construed as an endorsement, certification, audit, approval, verification, or warranty of that party’s compliance with any law, regulation, certification requirement, industry standard, contractual obligation, or governmental requirement.
6. Customer-Supplied Materials and Responsibilities
6.1 Materials Provided by Customer
When the Customer supplies materials for machining, the Shop is not responsible for defects, quality issues, or suitability of such materials. The Shop shall not be liable for loss or damage to Customer-supplied materials except in cases of gross negligence or willful misconduct.
6.2 Specifications and Drawings
The Customer warrants that all drawings, specifications, and technical data provided are accurate, complete, and suitable for the intended scope of work. The Shop will endeavor to produce parts in accordance with these specifications but is not responsible for errors or omissions in Customer-supplied documents.
6.3 Design Responsibility
The Customer remains solely responsible for the design, performance, safety, testing, validation, and intended use of all products and assemblies.
6.4 Manufacturing to Documentation
The Shop manufactures parts to Customer-supplied documentation and does not independently validate engineering suitability unless expressly agreed in writing.
6.5 Customer-Directed Deviations
If the Customer directs the Shop to proceed despite identified drawing ambiguities, specification conflicts, missing information, or engineering concerns, the Customer assumes responsibility for the resulting consequences.
6.6 Manufacturing Risk
The Customer acknowledges that machining operations involve inherent risk of material loss, scrap, breakage, distortion, or consumption.
6.7 Material Certification
The Shop relies upon certifications and information supplied by the Customer and makes no independent warranty as to composition, properties, traceability, or suitability.
6.8 Customer Compliance Responsibility
The Customer is solely responsible for identifying, understanding, communicating, and complying with all applicable laws, regulations, standards, certifications, customer flowdowns, contractual obligations, governmental requirements, and end-user requirements. The Shop shall have no duty to investigate, verify, audit, interpret, monitor, or enforce such requirements unless expressly agreed in writing.
6.9 Independent Contract Manufacturer
The Shop acts solely as an independent contract manufacturer and assumes no responsibility for the Customer’s compliance obligations, supplier obligations, customer contracts, quality-system obligations, regulatory requirements, purchasing agreements, or end-user requirements.
6.10 Customer Indemnification for Compliance Matters
The Customer shall defend, indemnify, and hold harmless the Shop from claims, penalties, fines, investigations, damages, liabilities, costs, and expenses arising from the Customer’s failure to comply with applicable requirements or disclose relevant obligations.
6.11 Customer-Furnished Material Loss
The Customer acknowledges that machining operations inherently involve the risk of material consumption, breakage, distortion, scrap, and process loss. Except in cases of gross negligence or willful misconduct, the Shop shall not be responsible for replacing Customer-furnished materials lost or damaged during normal manufacturing operations.
6.12 No Customer Compliance Audit Obligation
The Shop acts solely as an independent contract manufacturer. The Shop is not responsible for determining whether the Customer complies with any regulatory requirement, certification requirement, customer flowdown, supplier obligation, purchasing agreement, industry standard, governmental regulation, quality system requirement, export-control requirement, or end-user requirement. The Customer remains solely responsible for determining whether goods provided by the Shop satisfy such obligations.
7. Quality, Inspection, and Acceptance
7.1 Quality Standards
The Shop will manufacture parts in accordance with mutually agreed specifications and industry best practices, as governed by the Shop’s Quality Management System and Machinist Employee Handbook. Any additional requirements for inspection, certification, or testing must be communicated in writing at the time of quotation.
7.2 Inspection and Acceptance
The Customer must inspect all goods upon receipt. Any claims for shortages, defects, or non-conformance must be made in writing within twenty (20) business days after delivery. Failure to notify the Shop within this period constitutes acceptance of the goods as delivered.
8. Warranty and Limitation of Liability
8.1 Limited Warranty
The Shop warrants that its workmanship will be free from defects for a period of ninety (90) days from the date of shipment. This warranty is limited to repair or replacement, at the Shop’s discretion, of any non-conforming goods. The Shop does not warrant materials supplied by the Customer or third parties.
8.2 Exclusions
This warranty does not cover defects resulting from misuse, improper installation, unauthorized modification, or normal wear and tear. No other warranties, express or implied, including merchantability or fitness for a particular purpose, are offered unless explicitly stated in writing.
8.3 Limitation of Liability
In no event shall the Shop’s liability exceed the purchase price of the goods or services provided. The Shop is not liable for indirect, consequential, incidental, or special damages, including loss of profits, downtime, or claims from third parties, regardless of the basis of claim.
8.4 Outside Services
The Shop assumes no liability or responsibility for any services performed by third parties on parts after manufacturing by the Shop. This includes, but is not limited to, additional machining, finishing, coating, assembly, or modification by outside vendors or contractors selected by the Customer. Any damages, defects, or non-conformance arising as a result of such third-party services are expressly excluded from the Shop’s warranty and limitation of liability. The Customer shall be solely responsible for evaluating, selecting, and overseeing any such outside services performed on the parts after receipt.
8.5 Fitness for Application
The Shop makes no representation or warranty that goods produced are suitable for any specific application, environment, regulatory requirement, or end use unless expressly agreed in writing.
8.6 Customer Validation
The Customer is solely responsible for the inspection, testing, validation, qualification, approval, and verification of goods for their intended purpose.
8.7 No Consequential Schedule Damages
The Shop shall not be liable for expedited shipping costs, line-down charges, liquidated damages, production delays, lost profits, missed deadlines, customer penalties, or other consequential damages arising from delivery timing, unless expressly agreed in writing before acceptance of the order.
9. Intellectual Property
9.1 Customer Intellectual Property
All intellectual property, such as drawings, plans, or specifications provided by the Customer, remains the sole property of the Customer. The Shop shall not use or disclose such information except as necessary for fulfilling the order.
9.2 Shop-Created Drawings and Designs
Where the Customer does not supply a drawing, print, or complete technical specification, and the Shop creates a drawing, model, or design in order to manufacture the Customer’s parts, such drawing, model, or design shall be and remain the sole property of the Shop. The Shop grants the Customer a limited, non-exclusive license to use such drawings solely in connection with parts manufactured by the Shop. The Customer may not use, reproduce, or provide such drawings to any third party — including other manufacturers — without the Shop’s prior written consent.
9.3 Shop Tooling and Processes
Any tooling, processes, or methods developed by the Shop in the course of fulfilling a Customer order remain the intellectual property of the Shop, unless otherwise agreed in writing.
9.4 Manufacturing Data
CNC programs, CAM data, setup sheets, process documentation, tooling selections, inspection methods, manufacturing strategies, and related know-how developed by the Shop remain the exclusive property of the Shop.
10. Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information received in connection with the business relationship and not to disclose such information to third parties except as required to fulfill the terms of the order or as required by law.
11. Force Majeure
The Shop is not liable for failure to fulfill its obligations when such failure is due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, government actions, supply shortages, or labor disputes. In the event of such delays, the time for performance will be extended for a period equal to the delay.
12. Mechanic’s Lien and Right to Retain Property
12.1 Mechanic’s Lien
To the extent permitted by Colorado law, the Shop retains a lien on any Customer-supplied materials, work-in-process, and finished goods in its possession for any unpaid balance owed by the Customer, and may retain possession of such materials or goods until payment in full is received. This right is in addition to, and not in lieu of, any other remedies available to the Shop under these Terms or applicable law.
12.2 Retention of Goods for Nonpayment
The Shop reserves the right to retain possession of completed goods, work-in-process, Customer-supplied materials, tooling, fixtures, documentation, and other property in its possession until all amounts owed by the Customer are paid in full.
13. Digital File Retention
13.1 Digital File Retention
The Shop may retain CAD, CAM, and other digital production files related to a Customer’s order for internal recordkeeping, but is under no obligation to retain such files for any specific period of time and may delete them at its discretion. Customers who wish to ensure the long-term availability of specific files should request copies in writing at the time of order completion.
13.2 Electronic Communications
The Shop accepts and transmits electronic files as a convenience. The Shop shall not be responsible for unauthorized access, cybersecurity incidents, transmission errors, corruption, interception, alteration, or loss of electronically transmitted information.
14. Non-Solicitation and Employee Confidentiality
14.1 Non-Solicitation of Employees
During the course of the business relationship and for a period of twelve (12) months following the completion of the last order between the parties, the Customer agrees not to directly solicit, hire, or engage the services of any employee or contractor of the Shop without the Shop’s prior written consent.
14.2 Employee and Contractor Confidentiality
Employees, contractors, temporary workers, interns, consultants, and other individuals performing services for or on behalf of the Shop may be given access to confidential, proprietary, technical, operational, financial, customer, supplier, or business information. Such information shall remain the exclusive property of the Shop and shall not be disclosed, copied, retained, distributed, transmitted, reverse engineered, or used for any purpose other than performing authorized work for the Shop.
Confidential information includes, but is not limited to:
Customer information and purchasing history
Supplier and vendor information
Pricing and quoting methodologies
CNC programs and CAM files
Setup sheets and process documentation
Tooling and fixturing methods
Manufacturing workflows and procedures
Costing and financial information
Proprietary software and databases
Mikuote and related software systems
Business plans, strategies, and trade secrets
Upon termination of employment or engagement, all confidential information, files, records, electronic data, devices, equipment, keys, passwords, and Shop property shall be immediately returned to the Shop.
Former employees, contractors, and representatives shall not retain copies of Shop files, customer information, supplier information, quotations, CNC programs, CAM files, Mikuote-related materials, passwords, credentials, databases, or other confidential information in any form following termination of their relationship with the Shop.
The obligations of confidentiality shall survive termination of employment, contract, or business relationship indefinitely with respect to trade secrets, and for five (5) years with respect to other confidential information.
15. Termination
Either party may terminate an order or agreement for cause if the other party materially breaches these Terms and fails to remedy the breach within thirty (30) days after receiving written notice. Upon termination, the Customer shall pay for all goods and services completed, as well as any costs incurred up to the termination date.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms and any transactions between the parties shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law provisions.
16.2 Dispute Resolution
Any disputes arising under these Terms shall first be addressed through good faith negotiations between the parties. If a resolution cannot be reached, disputes shall be subject to mediation in Adams County, Colorado, before a mutually agreed mediator. If mediation fails, either party may pursue remedies in the state or federal courts located in Adams County, Colorado.
17. Miscellaneous
17.1 Entire Agreement
These Terms constitute the entire agreement between the Shop and the Customer and supersede all prior agreements or understandings. No amendment to these Terms is valid unless made in writing and signed by both parties.
17.2 Severability
If any portion of these Terms is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions.
17.3 Assignment
The Customer may not assign or transfer their rights or obligations hereunder without the prior written consent of the Shop. The Shop may assign or delegate its obligations at its discretion.
17.4 Waiver
No failure or delay by the Shop in exercising any right or remedy shall constitute a waiver of that right or remedy.
18. Contact Information
For questions or concerns regarding these Terms and Conditions, please contact us at:
Solutions Machining
Denver, CO
Email: mg@solutions-machining.com
Phone: 303-903-1170
By engaging our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.