TERMS AND CONDITIONS

Last Updated: February 7, 2026

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and The Bacchus Co. ("Company," "we," "us," or "our"), a supply chain management and manufacturing services provider, governing your access to and use of our website (thebacchusco.com) and services.

By accessing our website, submitting a quote request, executing a non-disclosure agreement, placing an order, or engaging our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of our website and services.

The Bacchus Co. is a global manufacturing and supply chain management company established in 2008. We provide end-to-end product development, manufacturing, and logistics solutions across Asia, the United States, and South America.

2.1 Services Offered

Our comprehensive services include, but are not limited to:

Manufacturing Services:

Machining: Precision shaping, cutting, milling, turning, and CNC machining of materials
Molding: Injection molding, blow molding, rotational molding, and vacuum forming for plastic and composite components
Casting: Die casting, sand casting, investment casting, and permanent mold casting for metal components
Forming: Metal stamping, bending, rolling, forging, and wire forming
Finishing: Surface treatments, powder coating, anodizing, plating, material hardening, polishing, painting, and protective coatings
Tooling: Design and fabrication of injection molds, stamping dies, progressive dies, and custom tooling

Additional Services:

Product development and engineering support
Patent research and intellectual property assistance
Branding and marketing consultation
Supply chain management and logistics coordination
Warehousing and storage solutions
Order fulfillment and distribution
Quality control and testing
Prototyping and product iteration

2.2 Service Scope

All services are subject to feasibility assessment, capacity availability, and mutual agreement. We reserve the right to decline any project that falls outside our capabilities, poses safety concerns, violates applicable laws, or conflicts with our business policies.

3.1 Eligibility

Our services are available to:

Businesses engaged in manufacturing, assembly, distribution, or product sales
Individual inventors, entrepreneurs, and product developers
Any entity or individual requiring custom parts, manufacturing services, or supply chain management

You must be at least 18 years of age and possess the legal authority to enter into binding contracts. If you represent a business entity, you warrant that you have the authority to bind that entity to these Terms.

3.2 Account Information

You agree to provide accurate, current, and complete information when submitting quote requests, executing agreements, or engaging our services. You are responsible for maintaining the confidentiality of any account credentials and for all activities conducted under your account.

4.1 Quote Requests

Quote requests submitted through our website or other communication channels are non-binding inquiries. All quotes provided by The Bacchus Co. are estimates based on the information provided by the Client at the time of request.

4.2 Quote Validity

Written quotes are valid for thirty (30) days from the date of issuance unless otherwise specified. Prices are subject to change based on material costs, labor rates, design modifications, quantity adjustments, or other factors affecting production.

4.3 Final Pricing

Final pricing will be determined upon completion of detailed project assessment, engineering review, and execution of a formal Purchase Order or Service Agreement. All prices are quoted in United States Dollars (USD) unless otherwise specified.

4.4 Additional Costs

Clients are responsible for all additional costs including, but not limited to:

Expedited shipping or specialized logistics
Custom tooling development and maintenance
Engineering changes requested after project commencement
Material upgrades or specification changes
Compliance testing and certification
Storage fees for extended warehousing periods

5.1 Payment Schedule

Payment terms will be specified in the applicable Purchase Order or Service Agreement. Standard payment structures may include:

Deposit payment upon project commencement (typically 30-50% of project value)
Progress payments tied to manufacturing milestones
Final payment upon completion or prior to shipment

5.2 Payment Methods

We accept payment via wire transfer, ACH transfer, company check, or other mutually agreed methods. Credit card payments may be subject to additional processing fees.

5.3 Late Payment

Invoices are due within the timeframe specified on each invoice. Late payments may incur interest charges at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend services, withhold product shipments, or terminate agreements for non-payment.

5.4 Taxes

All prices are exclusive of applicable taxes, duties, tariffs, and customs fees. Client is responsible for all federal, state, local, and international taxes, duties, and fees associated with the manufacture, shipment, and delivery of products.

6.1 Lead Times

Estimated lead times are provided in good faith based on current production capacity and material availability. Lead times are estimates only and do not constitute guaranteed delivery dates unless explicitly stated in writing.

6.2 Production Delays

The Bacchus Co. is not liable for delays caused by:

Force majeure events (natural disasters, war, pandemic, government actions)
Material shortages or supplier delays
Client-requested changes to specifications or designs
Unforeseen technical challenges
Shipping carrier delays or customs processing
Equipment failure or maintenance requirements

6.3 Client Cooperation

Timely project completion requires Client cooperation, including:

Prompt provision of specifications, drawings, and technical requirements
Timely approval of samples, prototypes, and design iterations
Payment of deposits and invoices per agreed schedule
Responsive communication regarding project questions or issues

Failure to provide necessary information or approvals may result in project delays for which The Bacchus Co. is not responsible.

7.1 Client Specifications

Client is solely responsible for the accuracy and completeness of all product specifications, technical drawings, material selections, and functional requirements provided to The Bacchus Co.

7.2 Engineering Review

We will conduct reasonable engineering review and may provide recommendations for design optimization, material selection, or manufacturing process improvements. However, final responsibility for product design, functionality, and fitness for intended purpose remains with the Client.

7.3 Samples and Prototypes

When applicable, we will provide samples or prototypes for Client approval before full production. Client must inspect samples thoroughly and provide written approval. Approval of samples constitutes acceptance of the specifications for full production.

7.4 Changes and Modifications

Any changes to approved specifications, designs, or quantities after production commencement may result in additional costs, extended lead times, and potential re-tooling fees. All changes must be documented in writing and mutually agreed upon.

8.1 Quality Assurance

The Bacchus Co. implements rigorous quality control procedures throughout the manufacturing process, including material inspection, in-process testing, and final product verification. Our quality standards comply with industry best practices and any specific requirements outlined in the Service Agreement.

8.2 Limited Warranty

We warrant that products manufactured by The Bacchus Co. will conform to the approved specifications and will be free from defects in materials and workmanship for a period of ninety (90) days from the date of shipment, unless otherwise specified in writing.

8.3 Warranty Exclusions

This warranty does not cover:

Defects resulting from Client-provided specifications, designs, or materials
Normal wear and tear or improper use
Damage caused by improper storage, handling, or installation
Modifications made by parties other than The Bacchus Co.
Products used beyond their intended purpose or design parameters
Defects in Client-supplied components or materials

8.4 Warranty Remedies

Our sole obligation under this warranty is to repair or replace defective products, or to refund the purchase price, at our discretion. To exercise warranty rights, Client must provide written notice of defects within fifteen (15) days of discovery and return defective products at Client's expense for evaluation.

8.5 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, THE BACCHUS CO. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT PRODUCTS WILL MEET CLIENT'S SPECIFIC REQUIREMENTS OR BE SUITABLE FOR ANY PARTICULAR APPLICATION UNLESS EXPLICITLY AGREED IN WRITING.

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BACCHUS CO.'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY SERVICE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

9.2 Consequential Damages Waiver

IN NO EVENT SHALL THE BACCHUS CO. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Product Liability

Client acknowledges that products manufactured according to Client specifications are the responsibility of the Client. The Bacchus Co. is not liable for any claims, damages, or liabilities arising from the design, intended use, marketing, or sale of Client's products, including product liability claims, personal injury, or property damage.

9.4 Indemnification

Client agrees to indemnify, defend, and hold harmless The Bacchus Co., its officers, directors, employees, agents, and affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

Client's product designs, specifications, or intended use
Infringement of third-party intellectual property rights
Violation of laws or regulations by Client's products
Product liability claims related to Client's products
Client's breach of these Terms or any Service Agreement

10.1 Client IP

Client retains all ownership rights to intellectual property provided to The Bacchus Co., including designs, specifications, trademarks, patents, and proprietary information, subject to the license granted below.

10.2 License to Company

Client grants The Bacchus Co. a non-exclusive, royalty-free license to use Client's intellectual property solely for the purpose of performing the agreed services, including manufacturing, quality control, and logistics coordination.

10.3 Company IP

The Bacchus Co. retains all rights to its proprietary manufacturing processes, methodologies, tools, techniques, and general knowledge. Unless explicitly transferred in writing, we retain ownership of all tooling, molds, dies, and fixtures created for Client projects.

10.4 Tooling Ownership

Ownership of custom tooling will be specified in the applicable Service Agreement. If Client purchases tooling, Client owns the physical tooling but The Bacchus Co. retains rights to the design and may use similar designs for other clients.

10.5 IP Representation and Warranty

Client represents and warrants that:

Client owns or has the right to use all intellectual property provided to The Bacchus Co.
Manufacturing of Client's products will not infringe any third-party patents, trademarks, copyrights, or trade secrets
Client has conducted appropriate patent searches and IP due diligence

10.6 Patent Assistance Disclaimer

Any patent research or assistance provided by The Bacchus Co. is for informational purposes only and does not constitute legal advice. Client should consult with a qualified intellectual property attorney for patent application and protection matters.

11.1 Confidential Information

Both parties acknowledge that they may receive confidential or proprietary information during the business relationship, including technical specifications, designs, pricing, business strategies, and manufacturing processes ("Confidential Information").

11.2 Non-Disclosure Obligations

Each party agrees to:

Maintain the confidentiality of the other party's Confidential Information
Use Confidential Information solely for the purpose of performing under the Service Agreement
Not disclose Confidential Information to third parties without prior written consent
Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care

11.3 Exclusions

Confidential Information does not include information that:

Is publicly available through no breach of these Terms
Was rightfully known prior to disclosure
Is independently developed without use of Confidential Information
Is rightfully obtained from a third party without confidentiality obligations

11.4 Separate NDA

Parties may execute a separate Non-Disclosure Agreement (NDA) for additional protection. Terms of any executed NDA will supplement and, in case of conflict, supersede this Section 11.

12.1 Shipping Terms

Unless otherwise specified, all shipments are made FOB (Free on Board) our manufacturing facility or warehouse. Risk of loss and title transfer to Client upon delivery to the carrier.

12.2 Shipping Costs

Shipping costs are the responsibility of the Client unless otherwise agreed in writing. We will arrange shipping using carriers and methods appropriate for the products, but Client may specify preferred carriers or methods.

12.3 Inspection Upon Delivery

Client must inspect all shipments immediately upon receipt and report any damage, shortage, or discrepancy within five (5) business days. Failure to provide timely notice waives any claims related to shipping damage or quantity discrepancies.

12.4 International Shipments

For international shipments, Client is responsible for all customs documentation, import duties, taxes, and compliance with destination country regulations. We will provide reasonable assistance with documentation but cannot guarantee clearance or delivery timelines.

13.1 Client Cancellation (5-Day Window)

Client may request cancellation of an order or project by providing written notice. If The Bacchus Co. receives written cancellation within five (5) business days after the earlier of (a) Client’s written acceptance of a quote or (b) issuance of a purchase order acknowledgement (the “Cancellation Window”), Client may cancel the order subject to reimbursement of any non-cancellable or non-recoverable costs incurred through the effective cancellation date (including, without limitation, engineering time, materials ordered, supplier restocking charges, and any work-in-process).

After the Cancellation Window, or once production has commenced (including procurement of materials, scheduling/fixturing, programming, toolmaking, or commencement of fabrication), Client may still request cancellation, but Client will be responsible for (i) all costs incurred and committed by The Bacchus Co. and/or its suppliers through the effective cancellation date, (ii) any non-cancellable supplier obligations, and (iii) a reasonable administrative/cancellation fee.

Custom tooling (including molds, dies, fixtures, and other dedicated tooling) is non-cancellable once work on such tooling has begun, and Client remains responsible for tooling costs regardless of cancellation timing, unless otherwise agreed in writing.

13.2 Company Termination

The Bacchus Co. reserves the right to terminate any Service Agreement if:

Client breaches these Terms or any Service Agreement
Client fails to make required payments
Client provides false or misleading information
Circumstances arise that make performance impossible or commercially impracticable
Client requests services that violate laws or regulations

13.3 Effect of Termination

Upon termination:

Client remains obligated to pay for all services rendered and costs incurred through the termination date
The Bacchus Co. will return or destroy Client's Confidential Information upon request
Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, and indemnification survive termination

14.1 General Compliance

Both parties agree to comply with all applicable federal, state, local, and international laws, regulations, and industry standards in the performance of services and use of products.

14.2 Export Controls

Client acknowledges that certain products may be subject to export control laws and regulations. Client is responsible for obtaining any necessary export licenses and complying with all export restrictions.

14.3 Product Compliance

Client is solely responsible for ensuring that product designs and specifications comply with all applicable safety standards, regulatory requirements, and industry certifications for the intended market and use.

14.4 Environmental Compliance

We maintain environmental compliance in our manufacturing operations. Client is responsible for compliance with environmental regulations applicable to the use, distribution, and disposal of their products.

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions or restrictions, pandemic or epidemic, labor disputes, material shortages, utility failures, or equipment breakdowns. The affected party will provide prompt notice and make reasonable efforts to resume performance.

16.1 Governing Law

These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the State of Arizona, United States of America, without regard to conflicts of law principles.

16.2 Informal Resolution

In the event of any dispute arising from these Terms or any Service Agreement, the parties agree to first attempt resolution through good-faith negotiation. Either party may request a management-level conference to attempt to resolve the dispute before commencing arbitration under Section 16.3.

16.3 Binding Arbitration (Phoenix, Arizona)

Except for claims seeking temporary or preliminary injunctive relief to protect a party’s confidential information or intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms or any Service Agreement (including the formation, performance, breach, or interpretation thereof) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.

The arbitration shall take place in Phoenix, Arizona, before a single arbitrator. The arbitrator shall have authority to award any relief available at law or in equity, except that the arbitrator may not award punitive or exemplary damages to the extent prohibited by applicable law or waived by these Terms. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Each party will bear its own attorneys’ fees and costs unless the arbitrator determines that a different allocation is required by applicable law or an applicable written agreement between the parties. The parties agree that the arbitration proceedings and award shall be confidential to the extent permitted by law.

16.4 Limitation Period

Any claim or cause of action arising from these Terms or any Service Agreement must be commenced within one (1) year after the claim or cause of action arose, or be forever barred.

17.1 Entire Agreement

These Terms, together with any executed Service Agreements, Purchase Orders, NDAs, and other written agreements between the parties, constitute the entire agreement and supersede all prior negotiations, representations, or agreements, whether written or oral.

17.2 Amendments

The Bacchus Co. reserves the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of our services after such modifications constitutes acceptance of the revised Terms. Specific Service Agreements may only be amended by written agreement signed by both parties.

17.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

17.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Assignment

Client may not assign or transfer these Terms or any Service Agreement without the prior written consent of The Bacchus Co. We may assign our rights and obligations to any affiliate or successor entity without consent.

17.6 Independent Contractors

The relationship between The Bacchus Co. and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce or benefit from any provision of these Terms.

17.8 Notices

All notices required or permitted under these Terms must be in writing and delivered via email, certified mail, or overnight courier to the addresses specified in the applicable Service Agreement or as follows:

For The Bacchus Co.: The Bacchus Co. Attention: Legal Department Email: [email protected] Website: www.thebacchusco.com

Notices are deemed received when delivered via email, three (3) business days after mailing via certified mail, or upon confirmed delivery via overnight courier.

17.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

17.10 Counterparts and Electronic Signatures

Service Agreements may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as original signatures.

For questions regarding these Terms and Conditions or our services, please contact:

The Bacchus Co. Email: [email protected]

Website: www.thebacchusco.com

For general inquiries, quote requests, or NDA submissions, please use the contact form available on our website or reach out via the email provided above.

By engaging The Bacchus Co.'s services, submitting a quote request, executing an NDA, or placing an order, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Effective Date: February 7, 2026