1. ACCEPTANCE OF TERMS
1.1 Read these Terms and Conditions (“Terms”) carefully before you, an individual or entity (“Buyer”), purchase a product or service (the “Product” or “Products”) from Strategic 3D Solutions, Inc. (Seller), which can be purchased through a variety of methods including the website at www.strategic3dsolutions.com. BUYER ACCEPTS WITHOUT LIMITATION OR QUALIFICATION, ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. Buyer and Seller shall be referred to individually as the “Party” and collectively as the “Parties”.
1.2 The Terms may be modified by Seller from time to time. Continued use of the Seller Web Site will constitute Buyer’s acceptance of any changes or revisions to the Terms. Buyer’s failure to comply with these Terms, whether listed below or in supplemental notices posted at various points in time, may result in termination of Buyer’s ability to access the Web Site, without notice, in addition to Seller’s other remedies. Access to and use of the Web Site are subject to the terms and conditions of this Agreement and all applicable laws and regulations, including laws and regulations governing copyright and trademark. Seller reserves the right to change these Terms at any time.
1.3 For purposes of this Agreement, entity use only applies to Buyers located in the United States and Canada (the “Territory”). Parties located outside the Territory should contact Seller to make special arrangements.
2. PAYMENT AND TAXES
2.1 Payment Terms. Purchases made on line shall be paid in full at the time the order is placed. Purchases made offline shall be subject to the terms and conditions of Seller’s quotation. All payments will be made in U.S. Dollars.
2.2 Taxes. For purchases made in North Carolina, sales tax shall be charged at the time of sale. For Buyers outside of North Carolina, Buyer shall be responsible for and shall pay all sales, use and value-added taxes, and any other similar taxes and charges of any kind imposed by any governmental entity with respect to the Product. When Seller has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Buyer unless Buyer provides Seller with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Seller Ownership. Buyer acknowledges that as between Buyer and Seller, the Products and other information obtained through the Seller Web Site, including without limitation all electronic files, software, technology, inventions, discoveries, documentation and works of authorship relating thereto, and any and all intellectual property rights related to or derived from the Product, or the manufacture or use thereof (collectively, the “Seller Technology”), are, and at all times shall remain, the exclusive property of Seller, and nothing in these Terms shall be construed to transfer to Buyer any ownership interest in or to the Seller Technology or any part thereof. Seller reserves all rights to the Seller Technology not expressly granted to Buyer hereunder and Buyer hereby assigns to Seller all of Buyer’s rights, title and interest in and to the Seller Technology. Further, Buyer hereby irrevocably assigns and transfers to Seller all of the rights, title and interest, including any and all intellectual property rights, in and to any and all improvements, modifications or enhancements that are made, conceived or reduced to practice by Buyer with respect to the Seller Technology and the manufacture or use thereof. Buyer shall not take or permit any action inconsistent with Seller’s ownership of all right, interest and title in and to the Seller Technology, including any and all improvements, modifications and enhancements thereto, or which might impair the value of such ownership.
3.2 Buyer’s Name. Seller may use Buyer’s name in Seller’s customer lists relating to the Product. Seller will not, however, use Buyer’s name on the Seller Web Site or in Seller marketing materials without first obtaining Buyer’s written consent.
4. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND WEB SITE ARE PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER FROM SELLER OTHER THAN THE WARRANTY(IES) PROVIDED BY THE MANUFACTURER OF THE PRODUCTS. THE ENTIRE RISK ASSOCIATED WITH THE USE, PERFORMANCE AND RESULTS OF THE PRODUCT RESIDES WITH BUYER. SELLER SPECIFICALLY DISCLAIMS ALL CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS. SELLER MAKES NO WARRANTY THAT THE PRODUCT OR THE SELLER WEB SITE WILL BE ERROR FREE OR WILL FUNCTION WITHOUT INTERRUPTION. Warranties provided by the Product manufacturer(s), as applicable to Buyer’s purchase, are incorporated herein, and may be viewed at the links below:
|3D Systems – Cubify Product Line||See Warranty|
|3D Systems – Geomagic Product Line||See Warranty|
|Airwolf 3D||See Warranty|
|Mcor Technologies||Will be provided with quotation or upon request.|
|Shining 3D||See Warranty|
|Strategic 3D Solutions, Inc.||See Warranty|
5. SECURITY INTEREST IN EQUIPMENT AND SOFTWARE
Buyer grants Seller a first priority security interest in all Products delivered until payment in full for all Products has been received by Seller. Buyer hereby grants Seller the right to file such protective financing or similar statements to confirm and record Seller’s security interest in all Products.
6. LIMITATION OF LIABILITY
6.1 No Liability for Business Decisions
(a) Notwithstanding anything to the contrary, Buyer hereby acknowledges and agrees that Seller has no responsibility or liability for injury, loss, or damage caused by or alleged to have been caused by any decision made in reliance on the Product or the Seller web site.
(b) Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, shareholders, employees, representatives, agents, successors, and assigns from and against any and all liabilities, losses, damages, expenses and costs (including reasonable attorneys’ fees) arising from or relating to: (i) any claim, demand or action relating to any decision, course of action, advice or recommendation made in reliance on the Product or the Web Site; (ii) any dispute with a customer of Buyer’s; (iii) any unauthorized access to the Web Site or use of the Product; or (iv) any act or omission of Buyer or any of Buyer’s authorized Buyers.
6.2 Exclusion and Limitation
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY BUYER OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION THE PRODUCT, THE WEB SITE, OR USE THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL LIABILITY TO BUYER OR ANY THIRD PARTY FOR ANY CLAIM OR DAMAGES UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID TO SELLER FOR THE PRODUCT TO THE EVENT GIVING RISE TO SUCH CLAIM OR DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.
7. CANCELLATION, RESTOCKING FEES, CREDIT CARD FEES
Due to the nature of the machines, the special manufacturing, made to order form of machinery, there is a Twenty Five Percent (25%) Cancellation Fee off the entire invoice amount, including the Ancillary Equipment, and Post Processing Equipment. This Cancellation Fee applies regardless of whether the machine was shipped, in transit, or at Buyer’s facility but not yet installed.
There is a Twenty Five Percent (25%) Restocking Fee off the entire invoice amount, including Ancillary
Equipment and Post Packaged material on all machines that have been returned within the 30 day period allotment under these Terms and Conditions Agreement. The Restocking fees cover the ready to order manufacturing costs, shipping, training, travel costs for Engineers/Technicians, installing, crating, initial fill material provided with machine, and the reduced value of the machine once it has been used.
In the event that the Buyer pays for the machine using a credit card, then the Buyer agrees that there will be a 4% credit card fee in addition to the 25% order cancellation or restocking fee.
8. NO CHARGEBACKS
Buyer agrees and understands that the charges on a credit card or for any check for the machine and any items purchased for the machine through Seller are irrevocable, undisputable and may not be charged back, contested or challenged now or in the future, doing so is a material breach of this agreement for which Seller would be entitled to attorney fees, costs and fees associated with addressing a chargeback in addition to the amount challenged. Should Buyer not pay the amount submitted to by Seller for the cost of the chargeback within 30 days after Seller has submitted its amount of cost due to Buyer contesting a charge, the charges will be turned over to a collection agency. Seller shall have at its sole disposal any other legal remedy it independently chooses to pursue any collection against Buyer for the cost of the chargeback. Buyer further agrees that proof of purchase by Seller is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to Buyer.
9. EXECUTION OF THE ACCEPTANCE PROTOCOL AGREEMENT UPON INSTALLATION
By signing the document termed “Acceptance Protocol,” Buyer is unconditionally consenting to all of the following:
(a) That the machine was installed properly.
(b) That the machine is in proper working condition.
(c) That appointed staff members of the Buyer have completed the appropriate training program satisfactorily.
(d) That the absolute most that can be refunded under any situation is the price of the machine less the Twenty Five Percent (25%) Restocking Fee, assuming the Buyer notifies Seller in writing within 30 days of installation that it wishes to return the machine under the set terms and conditions. Otherwise the machine is non-refundable and non-returnable immediately after the 30 days period. No exceptions.
(e) That under no circumstances will additional language or conditions that are inserted by the signor next to or on the document upon execution of the signature by the Buyer alter any terms and conditions laid out in this Agreement.
(f) That in order for Buyer to be refunded the amount of the machine less the 25% restocking fee, Buyer must have paid the entire price of the machine and further the machine must have been shipped back in the condition it was upon delivery and be back in possession of Seller before any funds are returned to Buyer. No exceptions.
(g) That Buyer acknowledges that all sections of the Acceptance Protocol Agreement are a material part of these Terms and Conditions and are relied upon by Seller to enter into this agreement of sale.
10. FABRICATION SERVICES
With respect to all information provided by Buyer to Seller for Seller’s fabrication services (including but not limited to verbal disclosures, e-mails, paper documents, and/or electronic files of drawings, specifications, CAD (Computer Aided Design) files, and 3D (three dimensional) models), Buyer agrees that Buyer either owns any and all intellectual property rights or is licensed or otherwise authorized by the owner to provide said information to Seller. Further, Buyer affirms and agrees that Buyer is solely responsible for any patent infringement or trademark infringement and/or claims related to such infringements that might arise from Buyer providing said information to Seller. Buyer agrees to hold Seller harmless in any and all such matters and that Buyer is solely responsible for any and all legal expenses that arise regarding such matters.
11.1 Force Majeure. Seller shall under no circumstances be liable for failure to fulfill its obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources.
11.2 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
11.3 Governing Law. These Terms and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of the State of North Carolina, United States, without reference to conflicts of laws of North Carolina or any other jurisdiction.
11.4 Jurisdiction. The Parties agree that any action or proceeding arising out of or related to these Terms shall be brought only in the state and federal courts of the State of North Carolina and the Parties hereby consent to such venue and to the exclusive and personal jurisdiction of such courts over the subject matter of such proceeding and themselves.
12. ENTIRE AGREEMENT
These Terms and Conditions and the referenced documents represent the entire understanding relating to the purchase of the Products and prevail over any prior or contemporaneous, conflicting, or additional, communications.