Terms and Conditions
Lunsford Companies, LLC. (LC) Customer/Client Standard Terms and Conditions of Sale
(Additional Terms and Conditions may be attached to Quote/Invoice)
This document can be found at www.lunsfordcompanies.com.
Our goal is to provide Dependable Quality and Outstanding Service. Our ability to meet that goal depends to a large degree on receiving accurate and reliable information from our customers. Any changes during the process drastically increases complexity and cost and must be stated ASAP to reduce both.
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 an invoice 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.
Preliminary work: Any preliminary work completed will fall under the following, RFI (Request for Information – basic information), RFP (Request for Proposal – through information) and RFQ (Request for Quote – puts it together)*, if a previous project(s) exists in which LC will draw information from any additional research, engineering, design, sourcing, meetings, consulting will be put in the above forms. *See page 5.
Quotes: All prices are quoted based on the totality of the information provided to us at the time of quoting. Prices are valid for 7 days or as otherwise state. Quoted prices are sensitive to NRE, engineering, design, tooling, total quantities, delivery frequency and batch size. Any changes to design, total quantities, batch sizes or delivery requirements from what was quoted may affect the price. Complaining about cost and time of quote is non productive, expense and time are relative terms with quality and skill.
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, down payment has been cleared and all information and materials to be provided by the customer are received.
Invoice: Purchaser shall pay the prices specified in the applicable Invoice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
Payment: Payment terms are due upon receipt of product/services and in the currency specified on the invoice. Purchaser will be charged for products/services completed. Products placed on back order will be charged when ready. Any claim or counterclaim or set-off by Purchaser shall not justify Purchaser withholding payment unless otherwise agreed in writing by LC. If Purchaser is late in making payment, LC may, without affecting any other rights or remedies, suspend production, shipment and/or deliveries, cancel orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one and a half percent (1.5%) per month or such amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by LC in collecting any delinquent balance.
Quantities: Purchaser 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. In all claims for shortages, Purchaser must notify LC within 5 days of receipt of shipment.
CAD Files / Drawings: If CAD models and drawings files are provided to us, customer must certify accuracy of CAD models (3D models/dwg files) and drawing files. LC is not responsible for errors in CAD models and/or drawing files supplied by the customer. Additionally, and unless specifically quoted, LC is not responsible for verifying the CAD model files against the drawing files and this is an extra charge. 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/drawings are discovered while parts are in-process, additional charges will be incurred on a “time and material” basis as needed to correct the errors if possible. 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, LC 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: LC will quote expedited surcharges upon request. When expedited services are required, charges for our services as well as our outsource suppliers will usually be necessary. If a project needs to be expedited, please let us know during consultation and we will discuss the best options available.
Cancellations: Orders may be canceled upon condition that the Purchaser 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, anodizing and plating. Such charges will be determined at the time of cancellation or deferment.
Delivery/Shipments: LC shall not be liable for damages for default or delay in production or delivery for causes beyond LC’s control including an accident or breakdown of equipment, labor disputes, embargoes, acts of God, supplier delays, government restrictions, riots or carrier delays. Bulk packaging is standard. Purchaser shall bear the expense of all other packaging. LC is not a standard shipping company unless specially requested. Purchaser is responsible for all shipping logistics.
Taxes: All sale and/or use taxes and Custom duties imposed by Federal, state, county or municipal authority upon LC’s transfer and delivery of merchandise hereunder shall be paid by the Purchaser. Sales tax will be added when shipping to jurisdictions where LC is responsible for collecting sales tax unless the receiving party has exempt information on file with LC. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify LC for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact LC to correct or update its account information and should note any updates to this effect on applicable orders.
Prototypes: LC will submit prototypes for approval when applicable. It is understood that LC’s machines are to be run immediately. Prototype are to be approved within 7 days of submittal after 7 days a set up charge will be added to invoice. If purchaser requires a change discussion and written information about change will be given to LC and a cost for changes will be added to invoice. LC will be notified immediately with notice followed by written confirmation.
Inspection/Testing: Inspection times are from receipt of unit/item/product and specified in invoice, if more time is required it needs to be agreed upon by both parties and in writing. Prototyping or Production Inspection/Testing will be spelled out in invoice as to entity to complete the task, process, time frame, charge, late charge and any other relevant factors. Claims for loss or damage of Products which LC determines occurred in transit must be made to the carrier and billed accordingly and not to LC. Claims will not be honored on those parts further processed by Purchaser 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 LC. LC is not responsible for parts damaged in return shipments by the Purchaser.
Storage: LC is not a warehouse. Extra material customer purchased will be taken back by customer at end of requirement for that material for project. If LC agrees to store any products after their completion it will be for a term agreed upon or 30 days whichever is shorter. Anything left over 30 days will be the sole property of LC. Rate for storage is based on size and requirements for storage of product and payment for storage will be the responsibility of the customer at time product is stored.
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 Purchaser, whether separately quoted or not, conveys neither ownership nor the right of removal from the LC’s plant. (The only exclusion is the making and delivery of tools, dies, gages or fixtures as a product which will be spelled out on invoice.)
Patents: The products hereunder are manufactured in accordance with the Purchaser’s specifications and design. Accordingly, Purchaser 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.
Confidentiality and Intellectual Property:
“Confidential Information” means any of LC’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by LC to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of LC and LC retains all of its rights, title and interests. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of LC, Purchaser shall return all Confidential Information to LC.
Unless previous agreement has been made between Purchaser and LC, Purchaser acknowledges that all intellectual property rights relating to improvements of Products, as between Purchaser and LC are solely and exclusively owned by LC. LC’s sale of improved products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from LC in accordance with this Agreement. The act of LC selling Products to Purchaser does not grant Purchaser a license to LC’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications. Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by LC, will be and will remain LC’s sole and exclusive intellectual property.
Any joint development agreement between LC and Purchaser dictates ownership of the proposed intellectual property (IP).
Warranty: LC warrants that goods manufactured by us will conform to the drawings and specifications furnished by Purchaser. Where products are used and combined with other equipment or components not furnished by LC, Purchaser agrees to indemnify LC for all claims and expenses resulting from the use of incorporation into Purchaser’s products.
Limited Liability: The LC’s liability shall be limited to the amount of the contract. The foregoing states LC’s entire and exclusive liability. In no event will the LC be liable for the cost of procurement of substitute goods.
Indemnification: Purchaser shall hold harmless, indemnify and defend LC for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than LC (unless expressly authorized in writing by LC), (c) in the event that Purchaser modifies, or combines with any non-LC goods or products, any of the Products purchased from LC, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by LC according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms. At LC’s option, LC will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
Recovery of Costs: If any legal action or other proceeding is brought for the interpretation or enforcement of this agreement between LC and Purchaser, 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.
Force Majeure: LC shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of LC include, but are not limited to, acts of God, governmental action, rioting, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
Governing law; Venue: This agreement shall be governed in all respects by the laws of the State of Arizona, and the parties agree that the appropriate venue for any dispute involving issues arising from this agreement shall be Pima County, Arizona.
Entire Agreement: All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without LC’s written consent. LC‘s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach. 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.
RFI- Request for Information – Purpose: Define Problem(s)/Solution(s) Gather Information
Basic Research.
Organize Information.
Answer Basic Questions: –Is it possible to engineer, design, build request? Y / N. Is additional Research necessary? Y / N
Report Findings; existence of a material process, system, design which can or could overcome the problem.
Specifically state what LC can do to overcome the problem.
Start a Basic Plan.
Estimate Cost/Feasibility.
RFP – Request for Proposal – Purpose to Overcome Problem(s).
Complete Research
Full Report
Answer Comprehensive Questions: – How large can it be made? How much will it weigh? How will it work? What has to be done? . . .
Define LC tasks to complete: research, engineering, design, prototyping, testing, manufacturing required to complete the task set.
Assign tasks: LC / Others
Complete Project Plan.
Time Line / Ganett Chart
Estimate Cost.
Define cost/value stages.
BOM – Supplier List
RFQ – Request for Quote – Purpose: Quotations Pricing, Terms, Specifications