San Jose, CA, USA
Phone: ( 800 ) 465-2054

Email: cs@machiningpartner.com


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Mon Jan 5, 2009 5:15:52 PM GMT-8
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 Terms and Agreements


Terms and Agreements
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Terms
In order to proceed, you must agree with the following rules:

to print this agreement please click here
This Agreement is a legal and binding contract between you and Low Cost Solution LLC , a parent company of MachiningPartner.com, and applies to your use of Low Cost Solution LLC . You must read, agree with and accept all of the terms and conditions contained in this Agreement. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. By purchasing and/or using Low Cost Solution LLC products and/or services you are deemed to have accepted these terms and conditions in a legal and binding matter.

Non-Disclosure-Agreement
(Must be legally agreed and bound by Supplier, Member and Visitor before being allowed to view proprietary, confidential and trade secret information including drawings and part specifications)

Supplier ( and all members) agree that all Intellectual Property contained in the Request for Quote (RFQ), Request for Proposal (RFP), Auction, is the property of the Buyer. The Supplier or Member shall not utilize any RFQs or the proprietary information, confidential information, trade secrets, designs, processes, properties or any other forms of intellectual property contained in any RFQ/RFP/Auction for any purpose other than to respond to the Buyer's Request for Quote/RFP/Auction or to fulfill any ensuing purchase order or contract for goods and/or services resulting from the RFQ/RFP/Auction process. The Supplier ( and all members) further agrees that they shall not disclose said information to any other person or entity without the express advance written permission of the Buyer. Prior to being able to register and become members all visitors are required to read, agree and acknowledge to MachiningPartner.com Terms of Service there by entering into legal and binding Contract.


This Agreement describes user responsibilities and our liability.

1. Agreement.
Low Cost Solution LLC owns and operates this site and provides the MachiningPartner.com Services described below. These Services are provided to the User under the terms of this user Agreement ("Agreement"). By submitting a registration, you agree to be bound by this Agreement.

2. Registration and Use; Definitions.
To subscribe to MachiningPartner.com services, you must submit a complete registration (found at our site) for yourself and the company or entity you are representing ("User"). By submitting the registration form, you warrant (a) that you are 18 years of age or older, (b) that you are authorized to sign for and bind the User, and (c) that User's business is authorized to operate and does operate as identified in the registration. User must provide complete and accurate information, and must update information as necessary to keep it complete and accurate. Low Cost Solution LLC will review the submitted registration form, and will notify the User of accepting or declining the registration, which decision shall be made by Low Cost Solution LLC in its sole discretion. Buyers may then place Requests for Quotes (defined below) and Vendors may submit Quotes in response. A "Visitor" is anyone who comes to the MachiningPartner.com and other related web properties owned by Low Cost Solution LLC, for the first time, or who has not registered with the site. A Visitor can review general content and information about Machiningpartner.com, but do not have access to members' only pages. The definition of and rules concerning "Confidential Information" appear below.

Prohibited Activities.
Low Cost Solution LLC prohibits certain activities regarding this site.

  • The use of the Site for illegal purposes (or to solicit any illegal act) is strictly prohibited.
  • Pornographic, obscene, nude, graphically violent, and other inappropriate images are prohibited.
  • Defamatory, libelous, hateful, pornographic, profane or obscene language is prohibited.
  • Misleading, offensive and indecent names, screen names, or handles are not allowed and will be prohibited. In the event any such misleading, offensive and indecent names, screen names, or handles appear on this Site, they will be removed.
  • Harassment of another person online is prohibited.
  • Solicitation of gambling is prohibited.
  • Do not disrupt the operations of the Site or the flow of any discussions by repeatedly posting the same message or excessively large images.
  • Impersonation of others is prohibited.
  • The use of the Site to distribute or create computer programs or viruses which inflict harm, damage, or delay upon other computers, servers, or systems is prohibited.

3. Confidential Information.
"Confidential Information" is confidential or proprietary information provided by a User in an RFQ, Quote, or communication about an RFQ or Quote; a User is required to identify information as "Confidential Information" at the time the User first provides the information on this site. Users shall treat identified "Confidential Information" as confidential, and shall not use it for any purpose other than for preparing their RFQ or Quote on that transaction. Users shall not disclose Confidential Information to any third party except as necessary to prepare the RFQ or Quote, and then the User obtain from the third party its agreement to be bound by these confidentiality rules. Despite identification as "Confidential Information," information is not "Confidential Information" if it is at the time of disclosure generally available from other sources, or if the User who disclosed it shows that the User possessed that information from sources independent of the party who identified the information as "Confidential Information."
Pursuant to 17 U.S.C. s. 512(c) (2), the designated agent for receiving notification of claimed infringement is: Low Cost Solution LLC, 2829 Leigh Avenue , San Jose, CA, 95124, USA; Telephone: 800-465-2054 ; Facsimile: 866-669-1081; email: adis@machiningpartner.com. The Digital Millennium Copyright Act of 1998 sets forth requirements for any such notification. The text of such a statute may be found at the website of the U.S. Copyright Office, http://www.copyright.gov/.

4. Quote Services.
A Buyer submits a Request for Quote ("RFQ") on goods/services to MachiningPartner.com by posting it to the Market Place portion of this site, including Buyer's eligibility criteria for Vendors. MachiningPartner.com contacts eligible Vendors, as defined by Buyer, who may provide a price-and-terms quote ("Quote") to the Buyer.

a. Buyers. We do not charge Buyers a fee to register or post an RFQ on the site. Once a Buyer posts an RFQ, Buyer may conduct on-line negotiations through our site with any quoting Vendor, prior to Buyer making a selection among quoting Vendor. All communication must be handled thru our system. In the event that direct communication between buyer and vendor by electronic mail or regular mail outside this site, including but not limited to invoices, purchase orders or changes is unavoidable, copies must be provided to MachiningPartner.com

A Buyer accepts a quote by executing the "Select This Supplier" option on the "Quote Review" page, which automatically generates a notice and transmits it to the Vendor. The Buyer agrees to immediately copy Low Cost Solution LLC on all documents relevant to the transaction including, but not limited to: purchase orders, cancellations or changes. If Buyer fails to select a Quote within 7 days of closing of the RFQ, Low Cost Solution LLC reserves the right to terminate the selection process.

When an RFQ posted on this site results in an order placed outside of this website, the Buyer shall notify MachiningPartner.com immediately of the name of the Vendor and the transaction amount; in that event, MachiningPartner.com will notify the unsuccessful Vendors that the transaction has been completed and its amount without proving confidential information including name of vendor, if provided. Violation of these rules can result in loss of a Buyer's registration and privileges to use Machiningpartner.com and related web properties and services by Low Cost Solution LLC, in the sole discretion of Low Cost Solution LLC.

Buyers warrant that: (1) all RFQ information shall be accurate, complete, and in good faith (not intended to mislead or to manipulate the quoting process), (2) they are able to accept the goods/services requested, and (3) the distribution of the RFQ to Vendors and payment of Low Cost Solution LLC's fee shall not cause Low Cost Solution LLC to violate any applicable laws.

b. Vendors. Posting of a Quote by an eligible Vendor constitutes an irrevocable offer to the Buyer on all terms stated; Vendors are responsible for confirming the accuracy of their calculations and wording before submitting a Quote. Vendors may submit questions or comments about the RFQ to the Buyer through this website. In the event that direct communication between buyer and vendor by electronic mail or regular mail outside this site, is unavoidable, copies must be provided to MachiningPartner.com within 24h of email communication or 5 business days of regular mail communication.


Once a Quote is posted, the Vendor may not rescind its Quote unless the RFQ contained a material inaccuracy or the identity of the Buyer cannot be authenticated. Each Vendor selected by a Buyer agrees to pay to Low Cost Solution a fee based upon the total dollar amount of the selected Quote and all subsequent work for original part awarded through RFQ even if the re-order is not awarded thru new RFQ, Vendor also agrees to pay for any other work awarded to the vendor by that buyer. Low Cost Solution LLC's fee is 5% of the full amount of Vendor's bills (invoices) to Buyer for all work associated with the RFQ, including for all subsequent work for the life of that product, which includes part revisions. (shipping charges are excluded ). For any new and separate work, other than original part from RFQ acquired, Vendor agrees to pay 3% fee to Low Cost Solution based on total dollar amount of invoices.

The Vendor agrees to immediately copy Low Cost Solution LLC on all documents relevant to the transactions including, but not limited to: invoices, purchase orders, cancellations, or changes.

Upon Vendor registration there is a one time non-refundable fee of $495. (currently waived-no registration fee)

When an RFQ posted on this site results in an order placed outside of this website, the Vendor shall notify Low Cost Solution LLC immediately of the name of the Buyer and the transaction amount; in that event, MachiningPartner.com will notify the unsuccessful Vendors that the transaction has been completed and its amount without disclosing confidential information including venders name or business. Failure to inform MachiningPartner.com of offline work award can result in loss of a Vendor's registration and privileges to use Machiningpartner.com and related web properties owned by Low Cost Solution LLC, in the sole discretion of Low Cost Solution LLC

No commission is owed on sales or residual sales only where such sales result from negotiations between parties not participating in the MachiningPartner.com site and the sales are not reasonably connected to MachiningPartner offline or online or any RFQ posted by Buyer on this site or participating parties within Machiningpartner.com and related web properties and services owned by Low Cost Solution LLC. Otherwise, commissions are owed on residual sales, and the parties must notify Low Cost Solution LLC of the transaction immediately. Neither Supplier nor Buyer may avoid such commission by deleting or closing account with MachiningPartner.com and related web properties and services owned by Low Cost Solution LLC.

Vendors warrant that: (1) all Quote information shall be accurate, complete, and in good faith (not intended to mislead or to manipulate the quoting process), (2) they are able to provide the goods/services requested, (3) the payment of Low Cost Solution LLC's fee shall not cause Low Cost Solution LLC to violate any applicable laws, and (4) they will protect Confidential Information as defined in this site.

Audits and Transaction Records For a period of two (2) years after accepting each project, You will keep and maintain complete and accurate information and records related to each project and all new or follow-up projects started for that project's buyer, including the project description, the bid and payment terms, and information on all new or follow-up projects performed for that buyer, necessary and sufficient to calculate the applicable transaction fees due to Low Cost Solution LLC. In the event of a dispute including but not limited to regarding the amount of transaction fees due to Low Cost Solution LLC including a good-faith belief by Low Cost Solution LLC that the transaction fees paid have been underreported or are inaccurate, upon 30 days written notice and request, Low Cost Solution LLC shall have the right to audit your records to determine whether the full transaction fees due Low Cost Solution LLC have been paid by You. You will provide copies of all records or other documentation relevant to the calculation of such amounts. You will promptly pay to Low Cost Solution LLC the amount of underpayment, if any, disclosed by the audit or otherwise, along with any monthly finance charges applicable to the amount of the underpayment, calculated at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less). Low Cost Solution LLC will pay all costs of such examination and audit unless such audit discovers a discrepancy of four percent (4%) or more between the amount of transaction fees paid to Low Cost Solution LLC for the time period in question and the amount of transaction fees due to Low Cost Solution LLC by You hereunder during such time period, in which case You are responsible for paying the reasonable costs of the audit.

Buyers and Vendors agree not to engage in any action or activities meant to circumvent our site or our stated fees. Prohibited systems or techniques include (but are not limited to) the following: * Vendors offering a service directly to a Buyer who has posted a project through the site, or not using the site to place a bid and accept an award. * Any agreement between Buyer and Vendor to mislead or defraud Low Cost Solution LLC by conducting a transaction at different cost than the price agreed upon through the site. * Failing to report changed bid amounts or final project prices to Low Cost Solution LLC. *Failing to report any subsequent order for part awarded through RFQ to Low Cost Solution LLC * Failure to report any new work order between buyer and vendor not awarded through RFQ to Low Cost Solution LLC * Placing low value or place-holder bids, with unreasonably high final project charges. * Advertising, spamming or offering services to the Buyer outside of the site without receiving request for contact from Buyer. * Suggesting/soliciting Buyer to contact you directly to buy services outside of the site. * Failure by either the Buyer or the Vendor to report subsequent purchases of the product manufactured as a result of a RFQ awarded on the site.

Penalties Without limiting Low Cost Solution LLC other remedies, We may issue a warning, temporarily suspend, indefinitely suspend, take legal action, or terminate your membership and refuse to provide any services to You (a) if You breach any terms and conditions of this Use Agreement or the agreements incorporated herein by reference, including our written policies and procedures posted on the Site; (b) if We are unable to verify or authenticate any information You provide to Us; or (c) if We believe that your actions may cause legal liability for You, our users or for Low Cost Solution LLC, its subsidiaries, employees, directors or third parties working with Low Cost Solution LLC. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the site and related web properties owned by Low Cost Solution LLC under the same account, a different account or reregister under a new account. Violations of this Use Agreement will be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions, as defined below.

To the extent any User engages in actions or activities which circumvent the site or otherwise reduces transaction fees owed Low Cost Solution LLC. under this Use Agreement, that User shall be liable to Us for our full fees due for the project and any follow-up or additional work, as described above, and may be subject to additional sanctions, including immediate suspension or termination of membership, and penalties of up to twenty percent (20%) of the total value of all projects circumvented, at Low Cost Solution LLC's sole discretion. We expressly reserve the right to institute additional penalties and fees for repeated violations of the User Agreement and/or our written policies and procedures posted on the Site.

c. Taxes. Users shall be responsible for any taxes or assessments arising from their transaction; Low Cost Solution LLC shall not be responsible for same. 5. Limitation of Liability and Indemnity. Low Cost Solution LLC and MachiningPartner.com do not warrant or endorse any Users of their service, nor any of their Users' products/services. Users are responsible for their own investigation and determination of the quality and suitability of products/services offered by other Users. Low Cost Solution LLC and MachiningPartner.com do not assume any liability for any communications, warranties, payment arrangement, or other terms between Buyers and Vendors, and all Users agree to release and hold harmless Low Cost Solution LLC, MachiningPartner.com, their agents , owners, contractors and employees from any liability on the basis of same. MachiningPartner.com and Low Cost Solution LLC have included in this site content and services from third parties; Low Cost Solution LLC and MachiningPartner.com do not warrant such content or services, and shall not be liable for any claims arising from the use of such content or services. USER HEREBY AGREES TO RELEASE, INDEMNIFY AND HOLD HARMLESS LOW COST SOLUTION LLC, THEIR AGENTS, OWNERS, CONTRACTORS, EMPLOYEES AND OTHER PARTIES WORKING WITH LOW COST SOLUTION LLC OR MACHININGPARTNER.COM FROM AND AGAINST ANY LOSS, DAMAGES, COST, LIABILITY OR EXPENSE (INCLUDING ATTORNEY'S FEES) ARISING OUT OF OR RELATING TO THE USE OF THIS SITE, INCLUDING ANY CLAIMS BY USERS OR BY THIRD PARTIES. IN ANY EVENT, LOW COST SOLUTION LLC AND MACHININGPARTNER.COM SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND. LOW COST SOLUTION LLC AND MACHININGPARTNER.COM'S LIABILITY SHALL NOT FOR ANY REASON EXCEED THE AMOUNT OF FEES IT RECEIVED AS A RESULT OF THE TRANSACTION GIVING RISE TO THE CLAIM.

6. No Warranty.
LOW COST SOLUTION LLC, INC. AND MACHININGPARTNER.COM PROVIDE THIS SITE AS IS, WHERE IS, AND AS AVAILABLE. LOW COST SOLUTION LLC AND MACHININGPARTNER.COM DO NOT WARRANT (A) THAT SERVICES WILL BE SECURE OR THAT THEY WILL BE CONTINOUSLY AVAILALBLE, (B) THE ACCURACY OF THE INFORMATION PROVIDED ON THE SITE, (C) SERVICES PROVIDED BY LOW COST SOLUTION LLC OR MACHININGPARTNER.COM, OR (D) THIRD PARTY CONTENT OR SERVICES PROVIDED ON THIS SITE. ALL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO REPRESENTATIVE OF LOW COST SOLUTION LLC OR MACHININGPARTNER.COM IS AUTHORIZED TO CREATE A WARRANTY, EITHER ORALLY OR IN WRITING.

7. Miscellaneous.
Low Cost Solution LLC, Inc. may modify this Agreement at any time. Modifications are effective as of the date they are made, so Users are advised to review the terms of this Agreement from time to time. Jurisdiction for any disputes arising from this Agreement shall be solely in the U.S. District Court, Santa Clara County. San Jose, California, Northern district California Civil District or Superior Court. The laws of the state of California shall govern this Agreement. If Low Cost Solution LLC must take legal action as a result of a material breach by a User, the User shall be responsible for Low Cost Solution LLC's costs and expenses, including reasonable attorney's fees. Users are independent of Low Cost Solution LLC, and no employment or joint venture is created by use of this site. Notices to Users will be sent to their email address, unless User specifies otherwise in writing. Notices to Low Cost Solution LLC and MachiningPartner.com must be sent to

Low Cost Solution LLC
14938 Camden Avenue, STE # 106
San Jose, CA, 95124, United States of America



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