This Agreement is between Khamken Designs, LLC (hereinafter "KDLLC" or the "Company") and the individual, company, or organization placing the order (hereinafter the "Customer").
QUOTE VALIDITY All quotations issued by KDLLC are valid for thirty (30) days from the date of issue unless otherwise stated in writing. Pricing is subject to change after this period due to fluctuations in material costs, lead times, or scope.
ACCEPTANCE OF QUOTE A quotation becomes a binding order upon receipt of written acceptance from the Customer (email confirmation is acceptable) or upon receipt of a purchase order referencing the quotation. Commencement of work by KDLLC following Customer confirmation also constitutes acceptance.
PAYMENT TERMS 3.1. Payment is due Net 30 days from the date of invoice unless otherwise agreed in writing. 3.2. For orders with a quoted value of $10,000 or greater, KDLLC reserves the right to require a deposit of thirty percent (30%) of the total quoted amount prior to commencement of work. This deposit covers material procurement and setup costs and is non-refundable if the order is cancelled after materials have been sourced or work has begun. 3.3. Payments not received within terms are subject to a late fee of 1.5% per month on the outstanding balance, accruing from the date payment was due until paid in full. In the event that legal action becomes necessary to collect any outstanding balance, the Customer shall be responsible for reasonable attorney's fees and court costs incurred by KDLLC in connection with such collection efforts. 3.4. Customers with a pattern of late payments may be placed on credit hold at the discretion of KDLLC. Customers on credit hold will be required to remit payment in full prior to commencement of production or release of completed goods for shipment. 3.5. For new or first-time Customers, or walk-in inquiries, KDLLC reserves the right to require a deposit of up to fifty percent (50%) of the total quoted amount prior to commencement of work. This requirement is at the sole discretion of KDLLC and is intended to establish a payment history with new Customer relationships. The deposit is non-refundable if the order is cancelled after materials have been sourced or work has begun.
LEAD TIMES AND DELIVERY 4.1. Lead times provided in quotations are estimates only and are not guaranteed unless explicitly stated in writing as a firm commitment. Estimated lead time ranges are provided in good faith based on current workload and material availability at the time of quoting. 4.2. KDLLC shall not be liable for delays caused by factors outside its reasonable control, including but not limited to material shortages, supplier delays, equipment downtime, or force majeure events. 4.3. For local Customers, delivery may be arranged by hand delivery or Customer pickup at no additional charge, as agreed upon at the time of order. For orders requiring shipment outside the local area, shipping costs will be invoiced to the Customer at cost. Risk of loss transfers to the Customer upon handoff to the carrier.
CHANGE ORDERS Any changes to the scope, quantity, specifications, or materials of an accepted order must be submitted in writing. KDLLC will review the requested change and issue a revised quotation or change order reflecting any adjustments to price, lead time, or both. Work on affected portions of the order will pause pending written Customer approval of the change order. KDLLC is not obligated to absorb costs resulting from Customer-requested scope changes.
CANCELLATIONS Order cancellations must be submitted in writing. Cancellations accepted prior to material procurement or commencement of work will incur no charge. Cancellations after material has been ordered or work has commenced will be subject to charges for material costs incurred, labor performed to date, and any applicable restocking or supplier cancellation fees.
CUSTOMER-SUPPLIED MATERIAL When Customers supply raw material for machining, KDLLC will inspect material upon receipt and notify the Customer of any apparent defects, dimensional non-conformances, or material discrepancies prior to beginning work. KDLLC is not responsible for defects in Customer-supplied material and shall not be liable for machining outcomes resulting from defective, incorrect, or non-conforming material provided by the Customer. In the event that defective material is identified after machining has commenced, the Customer will be notified immediately and options for resolution — including Customer re-supply or sourcing by KDLLC — will be discussed. Any additional costs resulting from defective Customer-supplied material are the responsibility of the Customer.
INTELLECTUAL PROPERTY AND DESIGN FILES 8.1. For engineering design services, the Customer retains ownership of all final design deliverables, including production drawings and STEP model files, upon receipt of full payment. KDLLC retains copies of all design files for internal reference purposes only. Retained files will not be disclosed, resold, or used for the benefit of any third party. 8.2. Native CAD files (including but not limited to SolidWorks .SLDPRT, .SLDASM, .SLDRW, and Fusion 360 .f3d files) are not included in standard deliverables unless explicitly agreed upon in writing prior to commencement of work. 8.3. Customers are responsible for ensuring that any designs, drawings, or specifications provided to KDLLC do not infringe upon the intellectual property rights of third parties. KDLLC assumes no liability for infringement arising from Customer-supplied designs.
QUALITY AND INSPECTION 9.1. All parts are inspected against drawing requirements prior to shipment. KDLLC warrants that finished parts will conform to the dimensions and tolerances specified in the accepted quotation or Customer-supplied drawings at the time of shipment. 9.2. Claims for non-conformance must be submitted in writing within fourteen (14) days of receipt of goods, accompanied by documentation of the identified discrepancy. KDLLC will evaluate the claim and, at its discretion, offer repair, replacement, or credit for confirmed non-conforming parts. No returns will be accepted without prior written authorization.
LIMITATION OF LIABILITY KDLLC’s total liability for any claim arising from a given order shall not exceed the total invoice value of that order. KDLLC shall not be liable for any indirect, incidental, consequential, or special damages, including loss of revenue, loss of production, or downstream costs.
INDEMNIFICATION 11.1. Customer shall defend, indemnify, and hold harmless KDLLC and its owners, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from: (a) any defect, error, or infringement contained in designs, drawings, specifications, or materials supplied by Customer; (b) Customer's use, misuse, or resale of finished goods produced in accordance with Customer's specifications; or (c) any breach by Customer of these Terms and Conditions. 11.2. KDLLC shall not be obligated to indemnify Customer against claims arising from KDLLC’s own negligence or failure to manufacture parts in conformance with agreed specifications.
CONFIDENTIALITY KDLLC will treat all Customer-supplied drawings, specifications, and project details as confidential and will not disclose them to third parties without prior written consent, except as required to fulfill the order (e.g. material suppliers).
GOVERNING LAW AND DISPUTE RESOLUTION These Terms and Conditions are governed by the laws of the State of Georgia. Any disputes arising from or related to a quotation or order that cannot be resolved through good-faith negotiation will be subject to the exclusive jurisdiction of the courts of the State of Georgia.
MATERIAL COST ESCALATION For orders where material procurement occurs after quote acceptance, KDLLC reserves the right to adjust pricing to reflect raw material cost increases exceeding 5% from the rate in effect at the time of quoting. In the event such an increase occurs, KDLLC will notify the Customer prior to material procurement and provide a revised price for written approval before proceeding. If the Customer does not approve the revised price, either party may cancel the order without penalty, provided no materials have yet been ordered or work commenced.
BANKRUPTCY AND INSOLVENCY In the event that a Customer becomes insolvent, files for bankruptcy protection, or makes a general assignment for the benefit of creditors, KDLLC reserves the right to immediately cancel any outstanding orders and suspend all work in progress. KDLLC shall retain title to any finished, in-process, or staged goods until all outstanding invoices and obligations are satisfied in full. Any deposits received prior to such an event are non-refundable.
SEVERABILITY If any provision of these Terms and Conditions is found to be invalid, void, or unenforceable under applicable law, that provision shall be deemed severed from the remainder of the Terms and Conditions. The remaining provisions shall continue in full force and effect and shall be construed to give maximum effect to the original intent of the parties.
ENTIRE AGREEMENT These Terms and Conditions, together with the applicable quotation, constitute the entire agreement between KDLLC and the Customer with respect to the subject order and supersede any prior representations, discussions, or agreements. Any modifications must be agreed upon in writing by both parties.
CONTACT For questions regarding these Terms and Conditions, contact us at info@khamkendesigns.com