Effective Date: December 11, 2025

1. Scope of Agreement

These Terms & Conditions govern all business activities conducted by Lean Industrial LLC (“Lean Industrial”), including quoting, order acceptance, manufacturing, machining, engineering, consulting, tooling, and delivery of goods and services. By issuing a purchase order, accepting a quote, or receiving goods or services, the customer (“Customer”) agrees to these Terms.

2. Quotes and Pricing

2.1 Quotes are valid for 30 days unless otherwise stated.

2.2 Pricing is based on the drawings, specifications, materials, quantities, and conditions provided at the time of quoting.

2.3 Lean Industrial may revise pricing if any specifications, revisions, tolerances, materials, or quantities change.

2.4 Quotes exclude expedited processing, special inspection, certificates, coatings, and outside processing unless specifically listed.

3. Customer-Supplied Specifications

3.1 Customer is solely responsible for accuracy and completeness of all drawings, models, and specifications.

3.2 Lean Industrial manufactures strictly to customer-supplied information unless agreed otherwise in writing.

3.3 Lean Industrial is not liable for defects or failures arising from inaccurate or incomplete specifications.

4. Order Acceptance and Changes

4.1 Orders are binding only after written acceptance by Lean Industrial.

4.2 Any change in design, quantity, material, tolerances, or delivery schedule requires written approval and may affect price or lead time.

4.3 Lead times begin only after receipt of PO, final documentation, and any required deposits.

5. Cancellations

5.1 Orders may not be canceled without written consent from Lean Industrial.

5.2 Customer is responsible for all work completed up to cancellation, including materials, labor, outside processing, and non-recoverables.

5.3 Shipped or completed items cannot be canceled.

6. Tooling, Fixtures, CAD/CAM, and Process IP

6.1 Unless explicitly transferred by written agreement, all tooling, fixtures, CAD models, CAM programs, NC code, setups, and manufacturing processes remain property of Lean Industrial, regardless of whether billed separately.

6.2 Tooling charges cover fabrication and maintenance only, not ownership.

7. Manufacturing Tolerances and Inspection

7.1 Parts are produced to tolerances shown on customer drawings unless otherwise agreed.

7.2 If no tolerances are provided, Lean Industrial’s standard machining tolerances apply.

7.3 Special inspection requirements, including CMM reports or certificates, must be requested at the time of quote and may incur additional charges.

8. Delivery, Shipping, and Risk of Loss

8.1 All shipments are FOB Origin unless otherwise noted.

8.2 Risk of loss transfers to Customer when the shipment is tendered to the carrier.

8.3 Customer is responsible for shipping costs, duties, insurance, and handling unless quoted otherwise.

8.4 Lean Industrial is not responsible for carrier delays.

9. Non-Conformance and Acceptance

9.1 Customer must inspect goods immediately upon receipt.

9.2 Claims of non-conformance must be submitted in writing within 10 business days.

9.3 Failure to provide notice within this period constitutes acceptance.

9.4 Lean Industrial reserves the right to inspect and verify claimed non-conformance.

10. Warranty and Remedies

10.1 Lean Industrial warrants that delivered goods will conform to customer specifications at the time of shipment.

10.2 The sole remedy for non-conforming goods is repair, rework, or replacement at Lean Industrial’s discretion.

10.3 Lean Industrial is not liable for indirect, incidental, or consequential damages including lost profits, downtime, or assembly delays.

10.4 Goods that have been modified, used, installed, or altered cannot be returned.

11. Payment Terms

11.1 Standard payment terms are Net 15 unless otherwise stated in writing.

11.2 Overdue balances may incur finance charges up to 1.5% per month (18% APR).

11.3 Credit card payments include a 3% processing fee; checks are accepted.

11.4 Customer agrees to pay all collection costs, including reasonable attorney fees, for delinquent accounts.

12. Customer-Supplied Materials

12.1 Lean Industrial is not responsible for defects, scrap, or loss involving customer-supplied materials.

12.2 Customer assumes all risk for material suitability and performance.

13. Intellectual Property

13.1 Customer retains ownership of their proprietary drawings, designs, and specifications.

13.2 Lean Industrial retains ownership of all tooling, fixtures, processes, CAD/CAM work, and engineering methods developed during production.

13.3 No transfer of IP occurs unless executed via a separate written agreement.

14. Engineering and Consulting Services

14.1 Scope of Services

Lean Industrial may provide engineering, design-for-manufacturability (DFM), product development, process optimization, or related consulting services (“Engineering Services”). These services are advisory unless governed by a separate engineering agreement.

14.2 Customer Responsibility for Final Design

Customer retains final responsibility for design approval, functional performance, safety, regulatory compliance, and validation of all design elements and modifications.

14.3 No Implied Design Warranty

Engineering Services do not constitute certification or approval of a design for any application. Customer assumes responsibility for testing and verifying all design recommendations.

14.4 Prototyping and Pre-Production Limitations

Prototypes or pre-production samples are provided for evaluation only and are not guaranteed to meet production-grade performance unless explicitly contracted and validated.

14.5 Intellectual Property in Engineering Work

Unless otherwise agreed in writing, Lean Industrial retains all IP rights to CAD models, drawings, CAM programs, tooling, fixtures, engineering calculations, and process methods created or modified during Engineering Services.

14.6 Billing and Compensation

Engineering Services may be billed hourly, per project, or as part of manufacturing charges. All engineering time, revisions, meetings, and evaluation work requested by Customer are billable unless explicitly waived.

14.7 Liability Limitation for Engineering Services

Liability for Engineering Services is limited to the amount paid for those services. Lean Industrial is not liable for design failures, misapplication, downstream issues, or consequential damages.

14.8 Deliverables

Deliverables are provided in the format Lean Industrial deems appropriate unless otherwise agreed. Draft deliverables are not considered final.

15. Force Majeure

Lean Industrial is not liable for delays or failures caused by events beyond its control, including supply chain disruptions, shortages, equipment failure, natural disasters, or governmental actions.

16. Website Use

16.1 All content on Lean Industrial’s website is owned by Lean Industrial LLC.

16.2 Unauthorized reproduction or scraping is prohibited.

16.3 Website information is provided “as is” without warranty.

17. Governing Law

All transactions are governed by the laws of the State of Oregon, without regard to conflict-of-law principles.