Terms of Service
These Terms of Service govern all quotations, orders, and transactions between Precision Edge CNC and our customers. They are written to be readable — not to hide obligations in fine print. If anything is unclear, contact us before placing an order.
Preamble
These Terms of Service (the "Terms") constitute a legally binding agreement between Precision Edge CNC, a Colorado limited liability company with its principal place of business at 1115 Des Moines Avenue, Loveland, Colorado 80537 ("Precision Edge CNC", "we", "us", or "our") and the customer placing an order or engaging our services ("Customer", "you", or "your").
By submitting a purchase order, accepting a quotation, or receiving goods from us, you agree to be bound by these Terms. These Terms supersede any conflicting terms in your purchase order or other business documents, unless we have expressly agreed in writing to specific alternative terms signed by an authorized officer of Precision Edge CNC.
Agreement & Definitions
Your submission of a purchase order, acceptance of a written quote, or receipt of goods from Precision Edge CNC constitutes acceptance of these Terms. If you do not agree with these Terms, do not place an order and contact us to discuss alternative arrangements.
The following terms have the meanings given below throughout this document:
We may revise these Terms from time to time. The version in effect at the time you place an Order governs that Order. Material revisions will be announced on our website with an updated effective date. Continued ordering after a revision constitutes acceptance of the revised Terms.
Quotes & Orders
Written quotes are valid for thirty (30) calendar days from the date of issue, unless otherwise stated in the quote. Quotes are based on the drawings, specifications, quantities, and delivery requirements provided by the Customer at the time of quoting.
Because raw material prices for metals and engineering plastics fluctuate, quotes may be adjusted to reflect material price changes exceeding 5% between the quote date and the Order date. We will notify the Customer in writing of any adjustment before proceeding with the Order.
All Orders are subject to acceptance by Precision Edge CNC. An Order is accepted when we acknowledge it in writing (including by email) or when we commence manufacturing. We reserve the right to decline any Order, in whole or in part, for any lawful reason, including credit risk, capacity constraints, or compliance concerns.
The Customer is responsible for the accuracy and completeness of drawings, CAD files, and specifications supplied to us. We machine to the drawing provided. We are not responsible for errors or omissions in Customer-supplied technical data. Where we identify a potential issue during DFM review, we will flag it, but the Customer retains responsibility for design intent.
Order changes requested after acceptance may be accommodated at our discretion, subject to:
- Written change authorization from the Customer;
- Adjustment to price and lead time;
- Payment for material already purchased or work already performed.
Changes requested after production has begun may require the Order to be cancelled and re-issued.
Pricing & Payment
Prices stated in a quote are exclusive of sales tax, use tax, duties, customs, and shipping charges, unless otherwise noted. Applicable taxes will be added to the invoice. Customers claiming tax exemption must provide a valid exemption certificate before invoicing.
Standard payment terms are Net-30 from invoice date for customers with approved credit. First orders from new customers are payable at delivery or on the split-terms described in the applicable quote. Detailed payment information is provided on our Payment Terms page.
Invoices not paid within the agreed term are subject to a service charge of 1.5% per month (18% annualized) on the unpaid balance, calculated from the due date until payment is received. The Customer shall reimburse Precision Edge CNC for reasonable costs of collection, including attorney fees, on overdue accounts.
A 2% discount applies to invoices paid within ten (10) days of invoice date under the "2/10 Net 30" convention. The discount is optional; the full invoice amount is due at 30 days. See the Payment Terms page for details.
We may set off any amounts owed to us by the Customer against any amounts we owe to the Customer, whether under the same Order or any other agreement. Setoff does not waive either party's right to dispute the underlying amounts.
If the Customer disputes any invoice, the Customer must notify Precision Edge CNC in writing within ten (10) days of the invoice date. Undisputed portions of the invoice remain payable per the agreed terms. We will work with the Customer in good faith to resolve disputed amounts.
Delivery & Risk of Loss
Unless otherwise agreed in writing, all shipments are FOB Origin (Loveland, Colorado). This means title and risk of loss transfer to the Customer when the Goods are tendered to the carrier at our facility. Shipping, insurance, and any applicable freight charges are the responsibility of the Customer.
Lead times stated in a quote or Order confirmation are estimates and not guarantees. Delivery estimates are based on material availability, shop capacity, and other factors outside our control. We will notify the Customer promptly if we anticipate a delay.
Title to Goods passes to the Customer upon payment in full. Risk of loss passes as described in section 4.1. The Customer is responsible for filing any freight claims with the carrier for loss or damage in transit; we will provide reasonable assistance in pursuing such claims.
If the Customer does not take delivery of Goods when ready, we may store the Goods at the Customer's risk and expense. Storage charges accrue at reasonable rates and are payable by the Customer. After 60 days, we may exercise our legal rights regarding abandoned property.
Inspection & Acceptance
The Customer shall inspect Goods promptly upon receipt. Goods are deemed accepted unless the Customer notifies Precision Edge CNC in writing of a non-conformance within thirty (30) days of receipt. Late notice of visible defects constitutes waiver of the Customer's right to reject.
Notice of non-conformance must include:
- The Order number and quantity affected;
- A clear description of the claimed non-conformance;
- Measurement data demonstrating the non-conformance against the drawing;
- Photographs of the affected parts, where relevant.
If a non-conformance is confirmed, Precision Edge CNC will, at its option and expense:
- Repair the affected Goods, if repair is feasible and preserves drawing conformance;
- Replace the affected Goods with conforming Goods;
- Issue a credit or refund for the affected Goods.
This is the Customer's sole and exclusive remedy for non-conforming Goods.
Warranty & Returns
Precision Edge CNC warrants that Goods manufactured by us will conform to the Customer's drawings and specifications at the time of shipment. This warranty is valid for ninety (90) days from the date of shipment.
This warranty does not apply to:
- Errors or omissions in Customer-supplied drawings or specifications;
- Goods that have been misused, modified, or improperly installed;
- Customer-supplied materials or tooling;
- Normal wear and tear from use;
- Goods used outside the intended application or in an environment not specified at the time of quote.
No returns are accepted without a Return Material Authorization (RMA) number issued by Precision Edge CNC in writing. Goods returned without an RMA number will be refused. Return shipping costs are the Customer's responsibility unless the return is due to our error.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1, PRECISION EDGE CNC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME EXCLUSIONS MAY NOT APPLY TO YOU.
Intellectual Property
The Customer retains all right, title, and interest in drawings, designs, specifications, and other intellectual property supplied to Precision Edge CNC. We claim no ownership interest in Customer IP and use it solely to fulfill Orders.
We retain all right, title, and interest in our manufacturing processes, toolpaths, CAM programs, fixture designs, and know-how used in performance of an Order. Customer receipt of Goods does not transfer any ownership interest in our process IP.
We will not use Customer IP for any purpose other than fulfilling the Customer's Orders. We will not reproduce, sell, or disclose Customer IP to third parties without the Customer's written consent, except as required by law or where necessary to engage subcontractors under written confidentiality obligations.
The Customer represents and warrants that it owns or has sufficient rights to the IP supplied to Precision Edge CNC, and that the manufacture of Goods to the Customer's drawings does not infringe any third-party rights. The Customer shall indemnify Precision Edge CNC against any claim of infringement arising from manufacturing to the Customer's specifications.
Confidentiality
Each party may disclose confidential information to the other in connection with an Order. Each party agrees to hold the other's confidential information in confidence and not to disclose it to third parties, except as required to perform the Order or comply with law.
Confidential information includes technical drawings, CAD files, specifications, pricing, business plans, and any information marked as confidential or that would reasonably be understood to be confidential. It does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality restriction.
Where a Customer requires execution of a specific mutual non-disclosure agreement (NDA) before sharing technical data, we will execute the Customer's NDA or provide our own standard form. Requests should be directed to [email protected].
Confidentiality obligations survive termination of an Order and continue for five (5) years from the date of disclosure, or longer where trade secret protection applies under applicable law.
Customer-Supplied Materials & Tooling
Where the Customer supplies raw material, castings, forgings, or tooling for machining, we will inspect incoming material to the extent reasonable but assume no liability for defects in Customer-supplied material. Any loss, damage, or non-conformance arising from such material is the Customer's responsibility.
Customers supplying material must provide mill certifications, heat lot traceability, and any applicable DFARS specialty metals documentation at the time of delivery. We reserve the right to reject Customer-supplied material that does not meet these documentation requirements.
We will store Customer-owned tooling, fixtures, and gauges with reasonable care for twelve (12) months after the last Order, at no charge. Extended storage is available at standard storage rates. We do not carry insurance on Customer-owned tooling; the Customer is responsible for insuring its property.
Unless otherwise instructed in writing, scrap from Customer-supplied material will be recycled. Where the Customer requires scrap return, the Customer shall pay all shipping and handling costs.
Compliance & Export Controls
Precision Edge CNC is registered with the US Department of State Directorate of Defense Trade Controls (DDTC) and handles ITAR-controlled technical data on segregated, access-controlled systems. All personnel with access to controlled data are US persons per 22 CFR 120.15.
The Customer represents and warrants that any technical data provided to Precision Edge CNC is properly classified and that the Customer has all necessary authorizations to share such data with us. Where technical data is ITAR-controlled, the Customer shall notify us in writing before transfer.
Both parties shall comply with all applicable export control laws, including the Export Administration Regulations (EAR), ITAR, and OFAC sanctions. Goods may not be exported, re-exported, or transferred in violation of these laws. The Customer is responsible for obtaining any required export licenses for Goods after shipment from our facility.
We may suspend performance of any Order, without liability, if we determine in good faith that continued performance would violate applicable export control or sanctions laws. The Customer shall cooperate with any compliance review and shall not hold Precision Edge CNC liable for suspensions reasonably made to protect compliance.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRECISION EDGE CNC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, DELAY COSTS, PRODUCTION LOSSES, OR COSTS OF SUBSTITUTE GOODS, ARISING OUT OF OR IN CONNECTION WITH ANY ORDER OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Our total aggregate liability arising out of or relating to any Order, regardless of the theory of liability, shall not exceed the total amount actually paid by the Customer to Precision Edge CNC for the specific Order giving rise to the claim.
The limitations in this section do not apply to:
- Fraud, willful misconduct, or gross negligence by Precision Edge CNC;
- Death or personal injury caused by our negligence;
- Breach of confidentiality obligations under Chapter 08;
- Our indemnification obligations under Chapter 12;
- Any liability that cannot be limited or excluded under applicable law.
Any claim arising out of or relating to an Order must be brought within one (1) year of the date the claim first accrued, or it is permanently barred, to the maximum extent permitted by law.
Indemnification
The Customer shall indemnify, defend, and hold harmless Precision Edge CNC and its officers, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:
- Errors or omissions in Customer-supplied drawings, specifications, or technical data;
- Defects in Customer-supplied materials or tooling;
- Claims that Goods manufactured to Customer specifications infringe third-party IP rights;
- The Customer's use of Goods in an application not disclosed at the time of quote;
- The Customer's breach of these Terms or violation of applicable law.
Precision Edge CNC shall indemnify, defend, and hold harmless the Customer from and against any claims arising from (a) our gross negligence or willful misconduct, (b) our breach of the confidentiality provisions in Chapter 08, or (c) our material breach of these Terms.
Termination
Either party may terminate an Order for convenience upon written notice, subject to payment by the Customer for all work performed and materials purchased or committed up to the date of termination, plus a reasonable cancellation charge.
Either party may terminate an Order immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice, (b) becomes insolvent or subject to bankruptcy proceedings, or (c) engages in conduct that would expose the other party to legal or regulatory risk.
Upon termination, all amounts owed to Precision Edge CNC become immediately due and payable. Chapters 06, 07, 08, 11, 12, and 14 survive termination.
Governing Law & Dispute Resolution
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Colorado, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days after written notice of the dispute. Either party may initiate formal proceedings if the dispute is not resolved within that period.
The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Larimer County, Colorado for any dispute not resolved through negotiation. Each party waives any objection to venue in those courts.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER.
General Provisions
These Terms, together with any signed quotation, Order confirmation, or separate written agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, proposals, and agreements relating to the subject matter.
These Terms may be amended only by a written instrument signed by authorized representatives of both parties, except as provided in section 1.3 (website revisions).
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original.
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision.
The Customer may not assign these Terms or any Order without the prior written consent of Precision Edge CNC. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all our assets.
Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government action, labor disruptions, or failure of utilities or transportation.
Formal notices under these Terms shall be in writing and delivered by email with confirmation, or by certified mail to the addresses stated in the applicable Order. Routine business communications may be conducted by email.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
Chapter and section headings are for convenience only and do not affect the interpretation of these Terms.
Questions about these Terms?
If any provision of these Terms is unclear, or if you need to negotiate specific terms for a program, contact us before placing your Order. We'd rather clarify upfront than argue later.
1115 Des Moines Avenue
Loveland, CO 80537
United States
By placing an order with Precision Edge CNC, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.