Cambian

Cambian Business Solutions LLC

Quote Terms and Conditions

SAL-REC-001, Rev 0, effective October 21, 2026

  1. 1.

    Definitions

    “Seller” means Cambian Business Solutions LLC. “Buyer” means the person or entity receiving this quote. “Quote” means the price and terms stated on the face of this document. “Order” means Buyer’s purchase order expressly referencing this Quote. “Goods” means parts, assemblies, tooling, materials, and services described in the Quote. “Writing” and “in writing” include email.

  2. 2.

    Quote Validity

    This Quote is an offer to sell to Buyer and is valid for 30 calendar days from the Quote date unless otherwise stated on the face of the Quote. Prices may be influenced by total quantities, delivery frequency, and batch size. If a first article part approval is required, that must be disclosed with the Request for Quote. After the validity period, Seller may withdraw or revise Quote terms or extend the validity period at Seller’s sole discretion.

  3. 3.

    Acceptance / Contract Formation

    No contract is formed until Seller issues written Order confirmation or a written acceptance of Buyer’s purchase order that expressly references the Quote number. Acceptance of the Quote by Buyer must be by written purchase order referencing the Quote number; acceptance by silence, shipment, or other conduct is not acceptance unless confirmed in writing by Seller. Acceptance of a Quote constitutes Buyer’s assent to these Terms and Conditions and their incorporation into Buyer’s Purchase Order. Any documents containing other or different terms or conditions, whether or not signed by any representative of Seller, are expressly rejected.

  4. 4.

    Work Before the Order

    If Buyer authorizes Seller in writing to begin work or to procure material before Buyer’s Order is issued, Seller may do so, and Buyer shall pay for the material purchased, the work performed and any other non-recoverable costs incurred should no Order follow.

  5. 5.

    Price Basis; Adjustments

    Quoted prices are based on the information, quantities, material specifications, tolerances, and other written requirements provided to Seller by the Quote date. Prices are subject to change if Buyer’s requirements, drawings, or materials change, or if material or commodity costs increase before acceptance. Seller’s prices apply only to the quantities and tolerances shown and for the stated delivery schedule. Prices and lead times are based on conditions existing on the date of this Quote and may be revised prior to Seller’s written acceptance.

  6. 6.

    Taxes and Fees

    Quoted prices are exclusive of applicable federal, state, local or foreign taxes, duties, tariffs, freight, insurance, packing, export/import costs, or other governmental charges unless otherwise specified. Buyer is responsible for all such charges unless Buyer provides a valid exemption certificate.

  7. 7.

    Lead Times, Delivery, and Shipping

    Lead times shown are estimates and measured from Seller’s written acceptance/confirmation of Buyer’s Order and receipt of all necessary approvals, samples, deposits, Customer-Supplied Material (CSM) and information (including current prints and revision levels). Quoted lead times are subject to change due to capacity, material lead time changes, force majeure events, or Buyer-directed changes. Quoted lead times are not final until Seller provides a written Order confirmation. Delivery terms, including where title and risk of loss pass to Buyer, are stated on the face of the Quote. If the Quote does not state them, delivery is made at Seller’s facility, where title and risk of loss pass to Buyer. Partial shipments are permitted unless the Quote states otherwise.

  8. 8.

    Expedite Policy

    When a contract stipulates that product is to be expedited, Seller will make its best effort to meet the accelerated delivery date requested by Buyer. Increased costs are incurred regardless of actual delivery date, and therefore fees will be paid by Buyer regardless of the actual date the product ships to Buyer unless an exception is agreed upon by Seller in writing.

  9. 9.

    Tooling, Fixtures and Non-Recurring Engineering (NRE)

    Any tooling, special fixtures, programs, or NRE charges are quoted separately and remain Seller’s property unless otherwise agreed in writing. If Buyer pays for tooling and ownership transfer is required, terms must be agreed in writing prior to manufacturing.

  10. 10.

    Customer-Supplied Material (CSM)

    If Buyer supplies materials, Buyer warrants materials conform to specifications, are fit for purpose, and will be delivered in suitable condition. Seller is not responsible for damage resulting from defective CSM. Additional charges may apply for sorting, testing, or scrap.

  11. 11.

    Non-Machining Services

    Seller offers various non-machining services including Design for Manufacturing (DFM) advice and reverse engineering. Seller does not offer engineering or design services and does not accept design responsibility for Buyer’s parts. DFM advice is offered based on our extensive machining and engineering experience to help customers improve manufacturability, reduce part variability, and reduce costs for their parts. Reverse engineering provides CAD models and engineering drawings to represent a customer’s physical parts. For both DFM and reverse engineering, determining functionality for the end use of the parts is the sole responsibility of the customer. The customer is responsible for reviewing any files or suggestions provided to ensure the CAD models, engineering drawings, material selection, tolerances, and all other aspects of the part are suitable for the intended end use.

  12. 12.

    Drawings, Specifications, and Revisions

    Buyer must supply clear, complete, and current drawings (with revision level), CAD files, and specifications at time of RFQ and Order. Seller is entitled to rely on Buyer’s drawings and specifications; Seller is not responsible for defects resulting from Buyer-supplied or authorized designs. Seller is not responsible for verifying CAD models or engineering drawings for consistency or accuracy. Forced dimensions and discrepancies between files are not acceptable and stating that the engineering drawing or solid model takes precedence will not be considered. It is acceptable to state that features without explicit dimensions should be machined to the provided CAD data if all the CAD data is accurate. Errors in customer-supplied CAD files may result in additional expenses and Seller will alert Buyer at the time of discovery. In this situation, costs related to machine and labor downtime may be passed on to the Buyer and lead time may be affected. If conflicting information or other CAD errors have led to parts that do not meet Buyer’s intended specifications, Buyer will be responsible for all costs incurred before the discrepancy was identified. An updated Purchase Order may be required before work resumes. If errors in CAD models or engineering drawings are found after work has been completed, Buyer is obligated to purchase all parts at the quoted price. Changes after Order acceptance constitute a change order and may result in price and lead time adjustments.

  13. 13.

    Quality Requirements and Flow-Downs

    Certifications, inspection reports, certificates of conformance, first article inspection (including to AS9102), source inspection, and quality or flow-down clauses (including FAR and DFARS clauses) apply to an Order only if the Quote lists them or Seller accepts them in writing. A requirement added after the Quote may change its price and lead time.

  14. 14.

    Inspection, Acceptance, and Rejections

    Buyer shall inspect Goods upon receipt and must notify Seller in writing within 5 business days of receipt of any non-conformity evident on inspection at receipt. Examples include short count and surface damage. If not timely notified, parts will be deemed accepted as to those non-conformities. A non-conformance to the applicable drawings or specifications found after that period is covered by the warranty below, within its period. Seller may, at its option, repair or replace non-conforming parts or issue a credit. Rework, replacement and warranty remedies are Buyer’s exclusive remedies for non-conforming parts unless otherwise mutually agreed. Unless otherwise agreed to by Seller in writing, Buyer assumes full risk and expense of returning goods to Seller, including but not limited to damage arising from Buyer’s improper packaging.

  15. 15.

    Return Authorizations

    If Buyer identifies non-conforming product at any time including at time of delivery, Buyer must obtain from Seller a Return Material Authorization (RMA). All returns shall state the specific reason for such return and include evidence as required by Seller. Seller may elect not to accept any returns that do not reference an associated RMA. Charges for repair or inspection of parts by Buyer shall not be honored. Buyer shall be financially liable for all costs including shipping and labor associated with returns/rejections that Seller deems invalid.

  16. 16.

    Warranties; Limitations

    Seller warrants that Goods manufactured by Seller will conform to the applicable drawings and specifications and be free from defects in workmanship for 30 days from shipment. This warranty excludes defects arising from Buyer-supplied designs, materials, misuse, improper storage, alteration, accident, or normal wear. THE FOREGOING IS SELLER’S SOLE AND EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  17. 17.

    Price of Correction / Rework

    If parts are rejected due to non-conformance caused by Seller, Seller will, at its option, repair or replace such parts at no charge. If rejection is caused by Buyer’s material, design, drawing errors or handling, Seller may charge for rework, replacement, additional inspection, scrap, and associated costs.

  18. 18.

    Payment Terms and Remedies

    Seller offers Net 30 terms for qualified customers who prefer to pay with a check, bank transfer, or with a PO. Buyers without Net 30 terms pay in full before shipment unless the Quote states otherwise. Overdue amounts shall accrue interest at 1.5% per month or the maximum allowed by law, whichever is less. Buyer shall also be responsible for collections costs and attorney fees for overdue accounts. Seller reserves the right to suspend deliveries for overdue accounts and to require payment or security in advance. Acceptance of any partial payment shall not constitute a waiver of Seller’s right to payment in full from Buyer or the waiver of any requirements detailed herein. Payments must be made in U.S. dollars and in immediately available funds.

  19. 19.

    Cancellation and Change Orders

    Buyer may not cancel or materially change an accepted Order except by written agreement and payment to Seller for work performed, non-recoverable costs, and reasonable termination charges (including purchase commitments and NRE). For long-lead materials ordered by Seller, Buyer will be responsible for such costs if Order is cancelled.

  20. 20.

    Force Majeure

    Seller shall be excused for delays or failures to perform due to causes beyond its reasonable control, including but not limited to acts of God, strikes, pandemics, war, governmental actions, shortages of labor or materials, power outages, machine breakdowns, supplier delays, or shipping interruptions. Seller will use reasonable efforts to notify Buyer of any extended delays and propose revised schedules.

  21. 21.

    Limitation of Liability; Indemnity

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THE ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. Buyer shall indemnify Seller for claims arising from Buyer-supplied designs, materials, or specifications.

  22. 22.

    Export Controls and Compliance

    Buyer shall comply with all applicable export, import, trade control and sanctions laws. Buyer shall not request Seller to export or transfer Goods or technical data in violation of such laws. Before providing it, Buyer shall identify in writing any drawing, model or other technical data controlled under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), with its classification where known. Seller may decline to quote or perform work involving controlled technical data.

  23. 23.

    Confidentiality and IP

    All information, tooling, fixtures, tooling designs, proprietary programs, and manufacturing methods provided by Seller remain Seller’s confidential information and intellectual property unless otherwise agreed. Buyer shall not reproduce, disclose, or use Seller’s proprietary information except as required to place orders or as otherwise authorized in writing. Seller shall hold in confidence the drawings, models, specifications and other technical or business information that Buyer provides for a Quote or Order (“Buyer Confidential Information”), whether or not it is marked; use it only to quote and perform Buyer’s Orders; and disclose it only to its employees and subcontractors who need it for that purpose and are bound by confidentiality obligations at least as protective. Buyer Confidential Information does not include information that is or becomes public through no fault of Seller, was known to Seller before Buyer provided it, is developed independently by Seller, or is received from a third party without restriction. Seller may keep copies as its quality records require.

  24. 24.

    Subcontracting

    Seller may subcontract any portion of the work to qualified subcontractors. Seller remains responsible for compliance with the Order.

  25. 25.

    Governing Law; Dispute Resolution

    These Terms and any Orders shall be governed by the laws of the State of Delaware without regard to conflict of laws rules. Disputes shall be resolved in the state or federal courts located in Tippecanoe County in Indiana unless the parties agree in writing to alternative dispute resolution.

  26. 26.

    Severability; Entire Agreement

    If any provision of these Terms is found unenforceable, the remainder will remain in effect. These Terms (and the face of the Quote) constitute the entire agreement between the parties regarding the subject matter and supersede prior proposals, negotiations, and communications. If the face of the Quote conflicts with these Terms, the face of the Quote controls.

  27. 27.

    Amendments

    No amendment to these Terms is binding unless in writing signed by an authorized representative of Seller.

  28. 28.

    Contact and Notices

    All Notices shall be in writing and sent to the contact details shown on the Quote or Seller’s corporate address. Written purchase orders must reference the Quote number.