Terms and Conditions of Sale for Machining and Fabrication Services

Effective Date: Jan 1, 2024

Company: Chipstream, LLC (“Seller”)

Customer: The purchasing party (“Buyer”)

Version: 1.0

1. Scope and Acceptance

These Terms and Conditions (“Terms”) apply to all quotations, estimates, sales orders, acknowledgments, and invoices issued by Seller. Buyer’s issuance of a purchase order, acceptance of a quotation, or acceptance of goods constitutes agreement to these Terms. Any additional or conflicting terms proposed by Buyer are rejected unless expressly accepted in a written agreement executed by Seller.

2. Quotations and Estimates

2.1. Validity. Unless otherwise stated in writing, quotations are valid for thirty (30) days from the date issued.
 2.2. Basis of Quotation. Quotations are prepared based on Buyer-provided drawings, models, specifications, and requirements. Pricing is subject to change if any information is revised or found to be incomplete.
 2.3. Non-Binding Estimates. Any document labeled “Estimate” or “Budgetary Estimate” is non-binding and does not constitute an offer. No contract is formed until Seller issues a written Sales Order or Order Acknowledgment.
 2.4. Right of Review. All quotes are subject to engineering review. Seller reserves the right to revise pricing, lead time, or acceptance based on material availability, manufacturability, risk assessment, or specification changes.

3. Order Acceptance

No order shall be binding upon Seller unless and until Seller has issued a written Sales Order or Order Acknowledgment. Seller may decline any order at its sole discretion, including after receipt of a Buyer-signed quotation.

4. Buyer-Supplied Information

Buyer is solely responsible for:

  • accuracy and completeness of all drawings, CAD models, GD&T specifications, and revisions;
  • identification of material types and special requirements;
  • communication of most current revision levels.

Seller shall not be liable for errors or nonconformities resulting from inaccurate, outdated, or incomplete Buyer-supplied information.

5. Tolerances and Quality Standards

Unless expressly specified by Buyer, Seller’s standard machining tolerance of ±0.005 inch shall apply. Surface finish expectations shall be consistent with standard machining practices unless otherwise stated in writing.

6. Materials

6.1. Material Costs. Prices are subject to adjustment based on market changes in raw material availability or cost.
6.2. Customer-Supplied Material. If Buyer furnishes material, Seller’s liability for loss, damage, or spoilage of such material is limited to the cost of Seller’s processing services only. Seller is not responsible for replacement of Buyer-owned material.

7. Delivery and Lead Times

Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays caused by supply chain disruptions, transportation issues, equipment failure, labor conditions, revisions to specifications, or force majeure events.

8. Inspection and Acceptance of Goods

Buyer shall inspect delivered goods within ten (10) days. Goods shall be deemed accepted unless Seller receives written notice of nonconformance within that period. After acceptance, Seller shall have no further obligation except as stated in the Warranty section.

9. Warranty

Seller warrants that products will conform to the agreed specifications and be free from defects in workmanship for thirty (30) days from delivery.
 Seller’s obligation under this warranty is limited to, at Seller’s option:

  • repair of the product
  • replacement of the product
  • refund of the purchase price for the nonconforming goods.

This warranty excludes:

  • defects arising from Buyer’s design, specifications, misuse, modification, or improper installation
  • normal wear
  • performance or fit issues resulting from Buyer-supplied data errors.

10. Limitation of Liability

To the fullest extent permitted by law:

  • Seller’s total liability shall not exceed the amount paid by Buyer for the specific order giving rise to the claim;
  • Seller shall not be liable for incidental, indirect, special, punitive, or consequential damages, including but not limited to loss of profits, loss of use, business interruption, delay costs, or claims arising from Buyer’s downstream obligations.

11. Tooling, Fixtures, and Intellectual Property

Unless expressly transferred in writing:

  • All tooling, fixtures, jigs, workholding, setups, and CNC programs created by Seller remain the sole property of Seller;
  • Buyer shall not obtain rights to such items by virtue of any tooling charge, setup fee, or NRE fee paid.

12. Scrap and Process Loss

Manufacturing processes may generate scrap or unanticipated loss. Unless otherwise agreed in writing, Buyer accepts a reasonable scrap risk associated with precision machining, particularly for prototype or low-volume work. Replacement parts may require additional cost.

13. Cancellations

Orders may be cancelled only with Seller’s prior written consent. Buyer shall be responsible for:

  • the full cost of work performed to date;
  • material purchased or committed;
  • non-recoverable expenses;
  • reasonable cancellation charges.

14. Payment Terms

Unless otherwise agreed in writing, payment terms are net 30 days from invoice date. Late payments are subject to finance charges of 1.5% per month or the maximum rate permitted by law.

15. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of California. Any dispute arising under these Terms shall be brought exclusively in the state or federal courts located in Sonoma County, and Buyer consents to such jurisdiction and venue.

16. Entire Agreement

These Terms, together with Seller’s written quotation and order acknowledgment, constitute the entire agreement between Seller and Buyer and supersede all prior proposals, discussions, or communications. These Terms may not be modified except by a written document executed by an authorized representative of Seller.