Euro Precision, Inc

Standard Terms and Conditions of Sale

(Terms and Conditions attached to Quotations supersede these terms) 

Our goal is to provide Dependable Quality, On-time Deliveries and Outstanding Service at

Competitive Prices.  Our ability to meet that goal depends to a large degree on receiving accurate

and reliable information from our customers.

The following standard Terms and Conditions are in place to insure that your project will go as

smooth as possible.  They have been developed from experience and are designed to prevent

surprises to either party.   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.  Lead-times may vary due

to current workload, material availability, job complexity and quantity of order.   Once a

Purchase Order is received, prices and 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 30 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.

Purchase Order:  A written purchase order is required for all orders.  All purchase orders will

be reviewed against our quotation for accuracy.  Any changes to the scope of the project

subsequent to the quote 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.

Quantities: Buyer agrees to accept over/under runs not to exceed 10% of ordered quantity on

each line item. Closer control of quantity requires special arrangements with vendor.

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.  Euro Precision, Inc is not responsible for errors in CAD models and/or

drawing files supplied by the customer.  Additionally, and unless specifically quoted, Euro

Precision, Inc 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:   Your parts are being produced on high-cost, high-volume

equipment.  It is therefore very costly for a machine to sit idle while waiting on information from

the customer.  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.

Non-Recurring Engineering (NRE) Charges:   Whether quoted separately, or amortized into

the piece price, Euro Precision, Inc always incurs NRE costs.  Those costs include fixturing,

engineering, programming, tooling, set-ups, etc.   Each quotation will include NRE charges

based on the information that we have been provided at the time of quotation.  If at any point it

becomes obvious that the scope of the project has exceeded what was included for NRE costs, it

will be brought to the customers attention and a resolution as to how to handle potential extra

costs will be determined before proceeding any further.

Expedited and Minimum charges:  Euro Precision, Inc 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 sales department to discuss the best options available.

Cancellations: Orders may be cancelled or deliveries deferred only upon condition that the

buyer assumes immediate liability and makes payment for all work completed and in process.  

Such charges shall include raw material, unamortized tooling, engineering, handling, overhead,

production, and outside cost; i.e. heat treat and plating.   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 an accident to or breakdown of his equipment,

labor disputes, embargoes, acts of God, supplier delays, government restrictions, riot or carrier

delays. Bulk packaging is standard. Buyer shall bear the expense of all other packaging.

Taxes: All sale and/or use taxes and Custom duties imposed by Federal, state, county or

municipal authority upon seller’s transfer and delivery of merchandise hereunder shall be paid by

the buyer.

Samples: If requested, seller will submit samples for approval when commencing production

upon any order.  It is understood that seller’s machines are to be run immediately. Any changes

in original specifications will be made only at buyer’s direction and expense. Seller will be

notified immediately with notice followed by written confirmation.

Claims: In all claims for shortages, buyer must notify seller within 5 days of receipt of shipment.

 Charges for repair or inspection of parts by buyer, without prior authorization, cannot be

honored.  Claims will not be honored on those parts further processed by buyer resulting in

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

“company name”.  “Company name” is not responsible for parts damaged in return shipments by

the customer.

Tools, Dies: Tools, dies, gages, fixtures are an integral part of the manufacturing process and

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, buyer shall defend and save harmless vendor from all damages, claims,

actions or suits based upon actual or alleged infringement of any patent registered in the U.S. or

elsewhere.

Warranty: Seller warrants that goods manufactured by him will conform to the drawings and

specifications furnished by buyer. Where products are used and combined with other equipment

or components not furnished by seller, buyer agrees to indemnify seller for all claims and

expenses resulting from the use of incorporation into 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 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 California, and the parties agree that the appropriate venue for any dispute involving

issues arising from this agreement shall be Los Angeles County, California.

Entire Agreement: This document contains the entire agreement of the parties relating to this

subject matter, may not be changed or modified except by instrument in 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.