Terms and Conditions

01Definitions

• “Design” or “Customer Data” means any drawing, CAD or DXF file, specification, instruction, image, or other information you upload or provide to us for the purpose of quoting or manufacturing.
• “Products” means the parts and items we manufacture for you based on your Design, including any secondary operations such as bending, deburring, hardware insertion, or finishing.
• “Instant Quote System” means the automated pricing and ordering tools available on the Site.
• “Order” means a request to purchase Products that you submit through the Instant Quote System or otherwise, and that we accept under Section 3.
• “Controlled Items” means any Design, Product, or technical data that is subject to U.S. export control laws, including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), or any other applicable export or sanctions law.

02Accounts and Eligibility

You must be at least 18 years old and a U.S. person or a lawfully operating U.S. business to use the Instant Quote System. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information and to update it as needed.

We may suspend or terminate any account, refuse service, or cancel any Order at our discretion, including for violation of these Terms, suspected fraud, infringement of third-party rights, or conduct we believe may expose Xeon NC to legal or reputational harm.

03Quotes, Orders, and Acceptance

Prices generated by the Instant Quote System are automated estimates based on the Design and options you select. They are not binding until we accept your Order. We may review any Order for manufacturability, pricing accuracy, and compliance with these Terms before acceptance.

Your Order is an offer to purchase. An Order is accepted only when we begin production or send you a written order confirmation, whichever occurs first. Receipt of payment alone does not constitute acceptance. We may reject any Order for any lawful reason, in which case any payment received will be refunded in full.

If we identify a pricing, quantity, or specification error in a quote or Order (including errors caused by software, file interpretation, or material availability), we may correct the error, propose a revised price, or cancel the Order and refund any payment. We are not obligated to fulfill an Order at an erroneous price.

Design-for-manufacturability (DFM) feedback, flags, or warnings generated by the Instant Quote System or provided by our staff are informational only. It remains your responsibility to ensure your Design is correct, complete, and suitable for your purpose.

04Prices, Taxes, and Payment

All prices are in U.S. dollars. Unless stated otherwise in the quote, prices include material and labor for the operations selected. Shipping, taxes, expedite fees, and any optional services are shown separately at checkout.

Payment in full is due at the time of Order unless we have approved credit terms for your account in writing. Where credit terms are approved, invoices are due within the period stated on the invoice, and past-due balances accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) plus reasonable costs of collection, including attorneys’ fees.

You are responsible for all applicable sales, use, excise, and similar taxes, except taxes on our net income. If you claim tax-exempt status, you must provide a valid exemption certificate before the Order is placed.

We accept major credit cards and other payment methods displayed at checkout. By providing a payment method you authorize us to charge the full amount of the Order, including any approved changes. Payment disputes or chargebacks initiated without first contacting us in good faith constitute a breach of these Terms.

05Changes and Cancellations

To request a cancellation or change before production begins, contact us immediately at evan@xeonnc.com with your order number. We will make reasonable efforts to accommodate the request but cannot guarantee it. Approved changes may result in revised pricing and lead times. Cancellations approved before production begins are refunded in full to the original payment method, less any non-recoverable costs (such as special-order material) that we have already incurred.

We may cancel an Order at any time, before or after production begins, if we determine the Design or Product violates these Terms, cannot be produced to acceptable quality, or is otherwise unsuitable. In that case we will refund any amounts paid for the cancelled items, and that refund is your sole remedy.

06Design Responsibility; No Engineering Services

You are solely responsible for your Design, including its geometry, dimensions, material selection, thickness, bend specifications, hardware, finish, and fitness for your intended application. We manufacture to the Design as provided and do not verify that your Design will function as intended.

Xeon NC does not provide engineering, design validation, load analysis, or professional advice. Any comment, suggestion, or automated feedback we provide regarding your Design is offered without warranty and does not shift responsibility for the Design to Xeon NC. You should not rely on any such feedback in place of your own qualified engineering review.

You must ensure your Design complies with the design guidelines, material specifications, minimum feature sizes, and bending limitations published on the Site. Designs that fall outside published guidelines may be rejected, or may be produced at your risk with no warranty as to the affected features.

07Manufacturing Standards and Tolerances

Products are manufactured to the general tolerances published on the Site for the relevant process (for example, laser cutting, forming, hardware insertion, and finishing), as those specifications exist on the date of your Order. Unless we have expressly agreed in writing to tighter tolerances for a specific Order, the published general tolerances are the only dimensional commitments we make.

Sheet metal is a natural industrial material. Products may exhibit characteristics normal to the process and material, including mill scale, surface oxidation on raw material, minor scratches, grain direction, laser kerf and heat-affected edges, small witness marks from bending tooling, and slight variation in formed angles and flange lengths. These characteristics are not defects.

Material is sourced from reputable suppliers and manufactured to the nominal gauge or thickness you select. Actual thickness may vary within the mill’s standard tolerance. Unless you request and pay for material certifications at the time of Order, we do not perform independent material testing or provide certifications.

Colors, finishes, and coatings are applied per the option selected. Minor variation in shade, gloss, and texture between batches is normal and is not a defect.

08Prohibited Designs and Applications

You may not submit any Design, or order any Product, that:

• is designed or intended to be used as, or to manufacture, assemble, complete, repair, modify, convert, or facilitate the use of, any firearm, firearm frame or receiver (finished or unfinished), firearm part or component, magazine, suppressor, ammunition component, destructive device, explosive weapon, or other weapon or weapon accessory of any kind, regardless of whether such item is lawful in your jurisdiction;
• infringes or misappropriates any patent, copyright, trademark, trade secret, or other right of a third party, or that you do not have the right to manufacture;
• violates any applicable law or regulation, or would require Xeon NC to violate any law, including export control and sanctions laws;
• is a Controlled Item submitted through the Instant Quote System (see Section 9);
• contains or depicts obscene, hateful, defamatory, or otherwise objectionable content, as determined by us; or
• is intended for the manufacture of illegal drugs or drug paraphernalia.

Products are not designed, tested, or certified for use in applications where failure could reasonably be expected to cause death, personal injury, or significant property or environmental damage, including life-support or medical devices, aircraft or aerospace structures, nuclear facilities, vehicle safety or structural components, and other safety-critical or fail-safe applications. If you use Products in such applications, you do so entirely at your own risk and agree to indemnify Xeon NC as provided in Section 16.

We may, but are not obligated to, screen Designs for prohibited content. Our failure to detect a prohibited Design does not waive these restrictions or create any liability on our part.

09Export Controls, ITAR, and Controlled Items

Xeon NC is a U.S. manufacturer and complies with all applicable U.S. export control and sanctions laws, including the Arms Export Control Act and the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730–774), and regulations administered by the Office of Foreign Assets Control (OFAC).

How to submit export-controlled or ITAR work

If your Design or Product is, or may be, a Controlled Item, do not use the Instant Quote System. Instead, contact Evan Hayes directly at evan@xeonnc.com before sharing any technical data. Describe the nature of the project and the applicable control classification (for example, the USML category or ECCN) if known, but do not attach controlled drawings or technical data to your initial email. We will respond with instructions for compliant transfer of technical data, confirm whether we are able to accept the work, and, if so, provide a separate written quote and any additional terms required for that project. Controlled Items are accepted only under a written agreement signed by Xeon NC, and we may decline any such project at our sole discretion.

Customer certification

By submitting a Design or placing an Order through the Instant Quote System, you represent and warrant that: (a) the Design and the Products ordered are not Controlled Items; (b) you are not, and are not acting on behalf of, any person or entity located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and you are not listed on, or owned or controlled by any party listed on, any U.S. government restricted-party list (including the OFAC Specially Designated Nationals List, the BIS Entity List and Denied Persons List, and the DDTC Debarred Parties List); and (c) you will not export, re-export, or transfer any Product except in compliance with U.S. law.

Consequences of misclassification

If we discover or reasonably suspect that a Design or Order submitted through the Instant Quote System is a Controlled Item, we may immediately suspend or cancel the Order, quarantine or delete the associated Customer Data, withhold shipment, and report the matter as required by law. You will be responsible for any costs, penalties, or damages Xeon NC incurs as a result of your submission of Controlled Items through the Instant Quote System or your breach of this Section, and you agree to indemnify Xeon NC accordingly under Section 16. Refunds in such cases are at our discretion and may be reduced by costs incurred.

Shipping destinations

Products ordered through the Instant Quote System ship only to addresses within the United States. Requests for shipment outside the United States must be directed to evan@xeonnc.com and are subject to export screening and our approval.

10Shipping, Delivery, and Risk of Loss

Lead times and ship dates shown at checkout or in any communication are estimates only and are not guaranteed. Lead times begin when the Order is accepted and payment is received, and may be extended by Design revisions, material availability, or other factors. We are not liable for any delay in production or delivery, and delay does not entitle you to cancel an Order once production has begun.

Unless otherwise agreed in writing, all shipments are F.O.B. our facility in Nampa, Idaho. Title and risk of loss pass to you when we deliver the Products to the carrier. We will select a carrier and service level consistent with the shipping option you chose at checkout. Shipping charges are your responsibility.

If a shipment arrives damaged, retain all packaging, photograph the damage, and notify us at evan@xeonnc.com within 5 business days of delivery so that we can assist with a carrier claim. Claims for loss or damage in transit are governed by the carrier’s terms, and our assistance does not constitute an assumption of liability.

If you select local pickup, Products will be held at our facility for up to 30 days after notice of availability. Products not collected within that period may be shipped to you at your expense or treated as abandoned.

We may ship Orders in one or more shipments and may invoice each shipment separately.

11Inspection, Acceptance, and Remedies

You must inspect all Products promptly upon receipt. If you believe any Product does not conform to your Design (as constrained by the published tolerances and specifications in Section 7) or is otherwise defective, you must notify us in writing at evan@xeonnc.com within 30 days after delivery, describing the nonconformity and including your order number and clear photographs or measurements. Products not rejected in writing within that period are deemed accepted, and all claims relating to them are waived.

If we determine that a Product is nonconforming or defective, we will, at our option and as your sole and exclusive remedy, (a) remake or repair the Product, (b) issue a credit toward a future Order, or (c) refund the price paid for the nonconforming Product. We may require you to return or, at our direction, dispose of the affected Products; if we request a return, we will provide a prepaid label.

This remedy does not apply to nonconformities caused by errors or omissions in your Design, misuse, modification, improper installation or handling, normal process characteristics described in Section 7, or Products produced outside published guidelines at your request.

No Product may be returned without our prior written authorization. We do not accept returns of conforming Products, because they are custom-made to your specifications and have no resale value.

12Customer Data, Intellectual Property, and Confidentiality

You retain all ownership rights in your Design. You grant Xeon NC a non-exclusive, royalty-free license to store, reproduce, modify (solely as necessary for manufacturing, such as nesting or converting file formats), and use your Design and Customer Data for the purpose of quoting, manufacturing, shipping, and supporting your Orders, and for maintaining our business records.

We treat your Design and Customer Data as confidential. We will not sell your Design or knowingly disclose it to third parties other than our employees, contractors, and service providers who need access to fulfill your Order and who are bound by confidentiality obligations. We will not use your Design to manufacture Products for anyone other than you. We will not display images of your Products in marketing materials without your consent. A separate non-disclosure agreement is available on request and, once signed by both parties, will govern in the event of a conflict with this Section.

Notwithstanding the foregoing, we may retain Customer Data as required by law or for legitimate business purposes such as records retention, tax compliance, and dispute resolution, and we may disclose Customer Data when required by law, subpoena, or governmental request.

The Site, the Instant Quote System, and all software, content, trademarks, and materials made available by Xeon NC are owned by Xeon NC or its licensors and are protected by intellectual property laws. You may not copy, scrape, reverse engineer, or use them for any purpose other than obtaining quotes and placing Orders.

13Customer Representations and Warranties

You represent and warrant to Xeon NC that:

• you have the full right, power, and authority to enter into these Terms and to provide the Design and Customer Data to us;
• you own or have all licenses and rights necessary to have the Design manufactured, and our manufacture of Products from the Design will not infringe or misappropriate any third-party right;
• all information you provide is accurate and complete;
• your Design and the Products are not Controlled Items (unless handled under a separate written agreement as described in Section 9), and you are in compliance with the certifications in Section 9;
• your Design and intended use of the Products comply with all applicable laws and regulations and with Section 8; and
• you have independently determined that the Products, as manufactured to the published tolerances and specifications, are suitable for your intended application.

14Disclaimer of Warranties

EXCEPT FOR THE LIMITED REMEDY EXPRESSLY PROVIDED IN SECTION 11, ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” XEON NC MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, XEON NC DOES NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR PERFORM AS INTENDED IN YOUR APPLICATION, THAT MATERIALS WILL HAVE ANY PARTICULAR MECHANICAL, CHEMICAL, OR CORROSION-RESISTANCE PROPERTIES BEYOND THE SUPPLIER’S NOMINAL SPECIFICATION, OR THAT THE SITE OR INSTANT QUOTE SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Some jurisdictions do not allow the exclusion of certain warranties; to the extent such laws apply to you, the exclusions above apply to the maximum extent permitted.

15Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XEON NC OR ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, COSTS OF COVER OR SUBSTITUTE GOODS, DOWNTIME, OR COSTS OF RECALL, REWORK, OR REMOVAL AND REINSTALLATION OF PRODUCTS INTO ASSEMBLIES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF XEON NC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL XEON NC’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER EXCEED THE AMOUNT YOU ACTUALLY PAID TO XEON NC FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND XEON NC AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Any claim against Xeon NC must be brought within one year after the cause of action accrues or it is permanently barred.

16Indemnification

You agree to defend, indemnify, and hold harmless Xeon NC and its members, managers, employees, agents, and contractors from and against any and all claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Design or Customer Data, including any claim that the manufacture, sale, or use of Products made to your Design infringes or misappropriates any third-party right; (b) your use, sale, distribution, or incorporation of the Products, including any product liability, personal injury, or property damage claim; (c) your breach of these Terms, including any representation or warranty in Sections 8, 9, or 13; (d) your submission of Controlled Items through the Instant Quote System or any violation of export control or sanctions law; or (e) your violation of any applicable law.

17Force Majeure

Xeon NC will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labor disputes, government action, supply chain or material shortages, carrier delays, utility or internet outages, or equipment failure. Lead times will be extended for the duration of the event, and if the event continues for more than 60 days, either party may cancel the affected Order, with a refund of amounts paid for undelivered Products as your sole remedy.

18Governing Law, Venue, and Dispute Resolution

These Terms and all Orders are governed by the laws of the State of Idaho, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing any legal action, you agree to first notify us in writing of the dispute and to work with us in good faith for at least 30 days to resolve it informally.

Any legal action arising out of or relating to these Terms or any Order must be brought exclusively in the state courts located in Canyon County, Idaho, or the United States District Court for the District of Idaho, and you consent to the personal jurisdiction and venue of those courts. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT ANY CLAIM MUST BE BROUGHT IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

19Notices and Changes to These Terms

Notices to Xeon NC must be sent by email to evan@xeonnc.com or by mail to Xeon NC LLC, 8899 Grizzly Ln, Nampa, ID 83686. Notices to you may be sent to the email address associated with your account or Order. Email notices are effective when sent; mailed notices are effective three business days after mailing.

We may update these Terms from time to time by posting a revised version on the Site with a new effective date. The version in effect at the time you place an Order governs that Order. Your continued use of the Site or placement of Orders after a revision constitutes acceptance of the revised Terms.

20General Provisions

• Entire Agreement. These Terms, together with the Order confirmation, the specifications and design guidelines published on the Site, our Privacy Policy, and any separate written agreement signed by Xeon NC (such as an NDA or a Controlled Items agreement), constitute the entire agreement between you and Xeon NC regarding the Products and supersede all prior or contemporaneous communications.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
• Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms or any Order without our prior written consent. We may assign our rights and obligations to an affiliate or successor.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Survival. Sections 7 through 9 and 11 through 20 survive the completion, cancellation, or termination of any Order.
• Headings. Section headings are for convenience only and do not affect interpretation.

21Contact

Questions about these Terms, order changes, quality claims, and all inquiries regarding export-controlled or ITAR work should be directed to:

Xeon NC LLC
8899 Grizzly Ln, Nampa, ID 83686
Email: evan@xeonnc.com
Phone: 760-220-7465