Any exceptions to these Terms and Conditions must be specifically noted on a job-by-job basis.

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TERMS and CONDITIONS GENERALLY: The attached quotation and these terms and conditions form an offer from Stubborn Mule LLC which can only be accepted on these terms and conditions (the “Terms and Conditions”) by a buyer (“Buyer”). Stubborn Mule LLC will entertain proposals from a buyer who seeks different or changed terms and conditions, but Stubborn Mule LLC objects to such terms and conditions unless and until Stubborn Mule LLC determines, in writing, to accept them. Absent such subsequent written acceptance by Stubborn Mule LLC, Buyer agrees that the Terms and Conditions shall prevail over any inconsistent provisions in any purchase order or other writing submitted by Buyer.

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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.

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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.

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Minimum Quantity Purchase: In the event Stubborn Mule LLC is mandated to purchase minimum quantities of materials to satisfy a Buyer’s unique requirements, Stubborn Mule LLC reserves the right to invoice the Buyer for an advance payment and minimum purchase of such materials.

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Material Deposit: Stubborn Mule LLC may require a cash advance for materials purchased in the amount of 25% of the contract value. The applied 25% material deposit will be invoiced at the time of the order and the Buyer agrees to pay prior to Stubborn Mule LLC’s release of the order to the manufacturing floor. The payment terms for the remaining 75% of the contract will be due on receipt unless arranged otherwise.

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Freight Policy: All orders are shipped FOB Origin, Freight Prepaid/Collect.

Stop Work: Stubborn Mule LLC expects timely payment from its valued customers. In the event Stubborn Mule LLC does not receive payment from Buyer within 7 days of the date agreed in the payment terms as quoted, Stubborn Mule LLC reserves the right to stop work until payment is received. These Terms and Conditions are then subject to change by Stubborn Mule LLC.

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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, all information and materials to be provided by the customer are received, and FAI has been completed.

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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 the vendor.

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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.  Stubborn Mule LLC is not responsible for errors in CAD models and/or drawing files supplied by the customer.  Additionally, and unless specifically quoted, CNC Industries 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.

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If errors in the customer-supplied CAD/Print 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.

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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.

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Non-Recurring Engineering (NRE) Charges:   Whether quoted separately or amortized into the piece price, Stubborn Mule LLC 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.

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.

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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.

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Protection of Proprietary Information: Buyer will hold Stubborn Mule LLC’s Proprietary Information (as defined herein) confidential and may not disclose Stubborn Mule LLC’s Proprietary Information to any third party or duplicate Stubborn Mule LLC’s Proprietary Information without Stubborn Mule LLC’s written permission. Buyer shall return to Stubborn Mule LLC, or destroy and certify as destroyed, all Stubborn Mule LLC’s Proprietary Information upon completion of Buyer’s performance hereunder at Stubborn Mule LLC’s written request or upon termination of any purchase order arising from these Terms and Conditions, whichever is earliest. “Proprietary Information” means trade secret, confidential, or proprietary information disclosed by Stubborn Mule LLC to Buyer in connection with this or any prior order, that either 1) is identified to Buyer as a trade secret, confidential or proprietary information or 2) a reasonable person would understand to be a trade secret, confidential or proprietary information, including, but not limited to: customer lists, supplier lists, pricing policies, market analyses, business plans or programs, software, specifications, manuals, notes and annotations, performance data, designs, processes, data, reports, photographs and engineering, manufacturing or technical information related to Seller’s products and services, Stubborn Mule LLC financial statements, or other information concerning Stubborn Mule LLC finances, any analyses of Stubborn Mule LLC financial information, any analyses of Stubborn Mule LLC pricing, and abstracts of pricing information incorporated into vendor data systems of buyer, as well as any duplicates or copies of the foregoing categories of information.

Notwithstanding any prior agreement, Buyer agrees that neither it nor any Affiliate of Buyer will: 1) reverse engineer any Good or Service purchased from Stubborn Mule LLC; 2) manufacture any product that is a knock-off of or confusingly similar in appearance to any Stubborn Mule LLC product; or 3) utilize Stubborn Mule LLC Proprietary Information for any business purpose other than assessing the suitability of Stubborn Mule LLC Goods and Services for Buyer’s business needs. Buyer further agrees that neither it nor any Affiliate of Buyer will accept Stubborn Mule LLC’s proprietary Information from any third party, including but not limited to former employees, vendors, customers, or independent contractors of Stubborn Mule LLC, and shall immediately report to Stubborn Mule LLC any offered conveyance of the Proprietary Information. In such report, Buyer must include all information concerning the identities of any such offerors and all details concerning the offer. For purposes of this paragraph, “Affiliate” means any entity of which Buyer owns a majority share or which is under common ownership with Buyer by a parent entity with at least a majority share of such entity. These provisions for the protection of Stubborn Mule LLC’s Proprietary Information are in addition and supplemental to and not intended to replace any available remedies under state or federal statute or common law.

 

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.

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Governing law; Venue: This agreement shall be governed by federal law where available and Oregon state law otherwise and are not subject to arbitration. Buyer hereby consents to jurisdiction and venue in the state or federal courts of Oregon.

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.