R&D Machining LLC Standard Terms and Conditions of Sale

                             (Terms and Conditions Attached to Quotes Supersede these Terms)

Our purpose is to deliver what you need and when you need it through our machining services.  Our ability to do so depends, to a large degree, on receiving accurate and reliable information from our customers.

The following standard Terms and Conditions are in place to ensure that your project will go as smoothly as possible.   Any exceptions to these Terms and Conditions must be specifically noted on a job-by-job basis.

Lead Time:  Lead times quoted are estimated and are not guaranteed.  Once a Purchase Order is received, current lead times will be confirmed to the customer.

Pricing:  All prices are quoted based on the totality of the information provided to us at the time of quoting.  Prices are valid for 14 days.  Quoted prices are sensitive to total quantities, delivery frequency, and batch size.  Any changes to total quantities, batch sizes, or delivery requirements from what was quoted may affect the price. R&D Machining LLC reserves the right to renegotiate prices if material prices increase more than 10 percent or $1,000. 

Purchase Order:  A written purchase order is required for all orders.  All purchase orders will be reviewed against our quote for accuracy.  Any changes to the scope of the project will require a re-evaluation of the quote.

Initial work on the project will not begin until the requirements of the project are accurately defined, prices are agreed upon and reflected in the purchase order, and all information and materials to be provided by the customer are received.

CAD Files / Drawings:   Programs are created for our CNC machines from the CAD solid model files supplied to us.  It is presumed that the customer will supply accurate CAD models and drawing files.  R&D Machining LLC is not responsible for errors in CAD models and/or drawing files supplied by the customer.  Additionally, and unless specifically quoted, R&D Machining LLC is not responsible for verifying the CAD model files against the drawing files.  Simply specifying that the drawing file or the model file takes precedence over the other file is not an acceptable solution since both files need to match in order for us to perform our job. 

If errors in the customer-supplied CAD files are discovered while parts are in-process, additional charges will be incurred on a “time and material” basis as needed to correct the errors.  The customer will be advised of any extra charges and a purchase order or P.O. revision will be required to cover the charges before work can resume.  If errors in the CAD model and/or drawing files are found after the parts are completed, the customer is obligated to buy the parts at the quoted price.

Customer Delays and/or Holds:   In the event of delays or holds caused by inaccurate or incomplete information, or other customer-related reasons, it will be necessary to pass additional charges onto the customer.  In some cases, depending on the length of delay, it may be necessary to pull the job out of the machine.  If that occurs, additional setup charges will be incurred.   Work will not proceed on the project and a new delivery date will not be established until we receive a purchase order or P.O. revision for the additional charges.

First Article Inspection (FAI) Charges: FAIs are available upon customer request and have a corresponding price. Requests for FAIs before quoting will either be worked into the total cost or shown as a separate line item. FAIs requested after a quote has been issued will be charged a standard shop fee of $250 per part.

Expedited and Minimum charges:   R&D Machining LLC will quote expedited surcharges upon request.  When expedited services are required, minimum charges for our services as well as our outsource suppliers will usually be necessary.   If a project needs to be expedited, please contact our administrative assistant to discuss the best options available.

Cancellations: Orders may be canceled or deliveries deferred only upon the condition that the buyer assumes immediate liability and makes a payment for all work completed and in process.   Such charges shall include raw material, tooling, engineering, handling, overhead, production, and outside costs; i.e. heat treat and anodize.  Such charges will be determined at the time of cancellation or deferment.

Delivery/Shipments: Seller shall not be liable for damages for default or delay in production or delivery for causes beyond his control including embargoes, acts of God, supplier delays, government restrictions, riots, or carrier delays.

Taxes: All sale and/or use taxes and Customs duties imposed by Federal, state, county, or municipal authority upon seller’s transfer and delivery of merchandise hereunder shall be paid by the buyer.

Claims: In all claims for shortages, the buyer must notify the seller within 5 days of receipt of shipment.  Charges for repair or inspection of parts by the buyer, without prior authorization, cannot be honored.  Claims will not be honored on those parts further processed by the buyer resulting in a change of dimensions or characteristics from parts ordered.

If parts are returned, they must be packed with the same care as they were originally packed by R&D Machining LLC.  R&D Machining LLC is not responsible for parts damaged in return shipments by the customer.

Tools, Dies: Tools, dies, gauges, and fixtures are an integral part of the manufacturing process and are included in engineering charges. As a proprietary item, payment by the buyer, whether separately quoted or not, conveys neither ownership nor the right of removal from the seller’s plant.

Patents: The products hereunder are manufactured in accordance with the buyer’s specifications and design.  Accordingly, the buyer shall defend and hold harmless the seller from all damages, claims, actions, or suits based upon actual or alleged infringement of any patent registered in the U.S. or elsewhere.

Warranty: The seller warrants that goods manufactured by him will conform to the drawings and specifications furnished by the buyer.  Where products are used and combined with other equipment or components not furnished by the seller, the buyer agrees to indemnify the seller for all claims and expenses resulting from the use of incorporation into the buyer’s products.  No express or implied warranty of merchantability or fitness for use is made except as provided herein.

Limited Liability: The seller’s liability shall be limited to the amount of the contract.  The foregoing states the seller’s entire and exclusive liability.  In no event will the seller be liable for consequential or special damages arising from any defect or use of his product.

Recovery of Costs: If any legal action or other proceeding is brought for the interpretation or enforcement of this agreement, or because of an alleged breach, default or other dispute in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, whether for negotiation, trial, appellate, bankruptcy or other services, and other costs incurred in the action or proceeding, in addition to any other relief to which it or they may be entitled.

Governing Law; Venue: This agreement shall be governed in all respects by the laws of the State of Utah, and the parties agree that the appropriate venue for any dispute involving issues arising from this agreement shall be Cache County, Utah.

Entire Agreement: This document contains the entire agreement of the parties relating to this subject matter, may not be changed or modified except by writing executed by the parties, and is binding upon the heirs, successors, personal representatives, and assigns of the parties. Any other attempted modification shall be void and not admissible in evidence in any action arising from this agreement.