GENERAL TERMS OF SALE
These general terms of sale (the “General Terms of Sale”) apply to any purchase of goods and services (“Parts”) by a customer (“You”) from Qualified3D LLC, having its place of business at Centrepolis Accelerator, 21415 Civic Center Dr, Suite 100, Southfield MI 48076, United States of America. (“Qualified3D”).
- 1.1. These General Terms of Sale, together with a valid Quote, form a legally binding agreement (the “Agreement”) and contains the entire understanding between You and Qualified3D for the goods and services provided by Qualified3D and supersede any and all other agreements, representations and understandings of the parties, if any, whether oral or in writing. You are deemed to have accepted this Agreement when You accept a Quote or issue a purchase order or other writing expressing your intent to proceed with the Agreement.
- 1.2. This Agreement will govern any orders Qualified3D accepts from You and/or your authorized purchasers based on the Quote provided to You. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between You and Qualified3D, and no other terms and conditions shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website or other writing that shall apply, if accepted by Qualified3D, shall be terms regarding the description, price, quantity, and shipping destination for goods produced, and any and all other terms and conditions shall be excluded and deemed inapplicable. After Qualified3D accepts an order, You are responsible for any delivery delays or charges, in addition to the original price, due to You requesting a change that is agreed to in writing by Qualified3D.
- 1.3. When these General Terms of Sale are used in a situation in which You are a consumer and not a professional customer, some terms and conditions will not apply to You. In this case these General Terms of Sale are applicable to the extent permitted by applicable consumer law; Your rights under these laws are not affected or limited by these General Terms of Sale. Because Your Orders are made to order, no right (statutory or otherwise) of withdrawal or cancellation applies.
- 2.1. You are responsible to ensure that all information provided in a quotation request or Order is accurate and complete and the specifications for Your Order are in accordance with any instructions of Qualified3D and take into account all manufacturing and other limitations as specified by Qualified3D on its website (https://www.qualified3d.com/) or as otherwise made available to You.
- 2.2. Any Orders submitted by You are requests and do not bind Qualified3D in any way. Qualified3D is under no obligation to accept an Order and can reject any Order at its sole discretion before it has accepted the Order.
- 2.3. Any Order accepted by Qualified3D constitutes a binding commitment by You to purchase the Parts described therein, and Orders are deemed accepted by Qualified3D only if confirmed by Qualified3D in writing, or by Qualified3D’s fulfillment of the Order Qualified3D’s failure to object to provisions contained in any Order shall not be construed as a waiver of these General Terms of Sale nor an acceptance of any such provisions. Any Order is binding upon Qualified3D on the condition precedent that there are sufficient resources available to Qualified3D to complete Your Order within the stated timelines and that Your Order was not accepted on the basis of incorrect information, including but not limited to information regarding pricing and specifications. If this condition precedent is not met, Qualified3D is entitled to reject or cancel Your Order, in which case Qualified3D shall refund any payment already received.
- 2.4. Qualified3D is permitted to apply limited deviations with regard to color, quantity, size, or (shore) hardness of Parts, unless Qualified3D specifically agrees to the contrary in writing.
- 2.5. Any changes to an Order after it has been made is subject to Qualified3D’s acceptance and may be subject to additional charges.
- 2.6. Once in production, as the Parts are produced for You based on Your specifications (made to order), it is not possible for You to cancel Your Order.
- 3.1. You understand and agree that Qualified3D may use its worldwide vetted network of subcontractors to fulfil Your Order.
- 3.2. Orders may be delivered directly from a subcontractor of Qualified3D to You and not via or through Qualified3D. Therefore, it is of utmost importance that You inspect the Parts upon delivery and inform Qualified3D in case of any discrepancies in accordance with sections 7.4 and 7.5.
- 4.1. All prices stated by Qualified3D are in U.S. Dollars and are exclusive of sales tax or any other taxes, governmental fees, assessments or duties, unless expressly stated otherwise herein. You are responsible for all taxes associated with the Order (other than taxes based on Qualified3D’s income). Without limiting the foregoing, You shall be pay all applicable legal taxes that Qualified3D charges You in addition to the prices quoted.
- 4.2. In the event of changes to cost price factors, Qualified3D reserves the right to charge such costs to You.
- 4.3. If special packing or shipping instructions are agreed by Qualified3D, You shall be liable for any additional charges incurred by Qualified3D as a consequence thereof, as indicated by Qualified3D.
- 5.1. Payment may be made by Visa, MasterCard, Discover, bank transfer or another form of prepayment acceptable to Qualified3D. Upon credit approval, goods or services may be invoiced and all sums are due and payable within 30 days from date of invoice.
- 5.2. Qualified3D may invoice parts of an Order separately.
- 5.3. Qualified3D may require an advance payment before it fulfils Your Order. Qualified3D is not responsible for any delay in carrying out Your Order caused by Your delay in making payments.
- 5.4. All costs related to your method of payment shall be Your responsibility.
- 5.5. All amounts due under these General Terms of Sale to be paid by You to Qualified3D shall be paid in full and without any deduction and You shall not be entitled to any right of setoff. Qualified3D shall be entitled to setoff any amount due by Qualified3D to You against amounts due by You to Qualified3D.
- 5.6. If any amount due is not made when it becomes due and payable, a late payment interest of two percent (2%) per month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable with respect to such amount to be calculated from the time such amount became due until the time such amount is paid in full.
- 5.7. In addition, Qualified3D may, in the event of any overdue payment, suspend any delivery of Parts to You or prevent You from placing any future orders until all amounts due are paid.
6. Parts Specifications of Parts
- 6.1. You are responsible for providing Qualified3D with correct and complete 3D CAD data to produce the Parts. All relevant files required for the production of Your Parts and tooling must be uploaded by You to the quote page or, in the event of a specific or special Order, provided to Qualified3D in the agreed upon manner. Qualified3D does not have an obligation to review any of the specifications, data or drawings You provide.
- 6.2. Qualified3D uses the 3D CAD data to generate Parts. If 2D technical drawings are provided, Qualified3D is not responsible for discrepancies between 3D CAD data and technical drawings.
- 6.3. If an Order includes threads or specific tolerances it is Your responsibility to provide a technical drawing with the relevant specifications, to ensure to indicate this in the quotation request and to check if this is reflected correctly in the Order.
- 6.4. Qualified3D will not be responsible for incorrectly designed Parts, Parts that do not assemble correctly, Parts with thick cross-sections that produce sink marks, warp, or incorrectly provided CAD data or technical drawings.
- 6.5. Qualified3D rejects all responsibility for material selection and material suitability for Your application. Qualified3D is not responsible for the fit or assembly of Parts unless specifically agreed upon in writing.
7. Delivery, Inspection, Acceptance, Complaints and Retention of Title
- 7.1. Unless otherwise specified by Qualified3D, all Parts are shipped FCA (Incoterms 2010) at Qualified3D’s facilities. Title passes to You at the time and place of delivery to the carrier.
- 7.2. Qualified3D will use commercially reasonable efforts to ship an Order on the agreed upon dates, however shipping or delivery dates are estimates only. Qualified3D accepts no liability for delays in the delivery or shipment of Orders and Qualified3D’ failure to meet a shipping date or delivery period shall not constitute a breach of these General Terms of Sale.
- 7.3. Qualified3D shall be entitled to suspend its delivery obligations under an Order or these General Terms of Sale in the event there are, in Qualified3D’ sole discretion, reasonable and objective grounds to doubt whether You are able or willing to fully and timely fulfil Your payment obligations or whether You fully comply with the any other terms and conditions of these General Terms of Sale.
- 7.4. You must inspect the Parts immediately upon receipt and notify Qualified3D within five (5) working days of the date of delivery of the Parts, in writing, if You believe any part of an Order is missing, defective, wrong or damaged. Unless You have so notified Qualified3D, specifying the nature of what is missing, wrong, or damaged within five (5) working days of delivery, the Parts will be deemed accepted, non-returnable and non-refundable.
- 7.5. If after receiving Your Order You alter the Parts in any way without the prior written consent thereto of Qualified3D, the Parts will be deemed accepted, non-returnable and non-refundable.
- 7.6. If You want to return defective, wrong or damaged Parts, You must comply with Section 7.4 and You must return these to Qualified3D within ten (10) working days from the time the Order was delivered, unless otherwise agreed in writing by Qualified3D. Any Parts that You return to Qualified3D after the expiry of this period will not be processed or refunded.
- 7.7. Qualified3D shall retain the ownership to the Parts until You have paid all amounts related to the delivered Parts in full, including any interests, collection costs or other amounts due with respect to such Parts, at which time title to the Parts will pass to you.
8. Intellectual property rights
By placing an Order, You grant Qualified3D a non-exclusive, royalty-free, fully paid up, worldwide, transferable and sub-licensable license to use, copy, modify, distribute and display the data (including 3D CAD Data), documentation, drawings and specifications You provide for manufacturing the Parts (1) as necessary to produce, ship and sell the Parts to You and (2) to improve our products and services.
9. Your representations
- 9.1. You represent and warrant that (i) You have the full right and authority to provide us with all data (including 3D CAD data), documentation, drawings and specifications, and (ii) You are authorized to grant the license referred to in Section 8, and (iii) the Order, and the production, shipping, sale and use of the Parts or tooling by us, does not (a) violate, misappropriate or infringe any intellectual party rights (including but not limited to any copyright, patent, design right, trademark, trade secret or any other proprietary rights) of any third party rights or (b) violate any applicable laws.
- 9.2. You represent and warrant that You are authorized to place the Order and that You are able to conclude legally binding agreements. Orders on Qualified3D can only be placed by individuals who are 18 years or older who can form legally binding contracts under applicable law.
- 9.3. Without limiting Your representations and warranties in Section 9.2, You further represent and warrant that (i) Your Order does not contain any parts of firearms or other weapons, and that Your Order, and (ii) the production, shipping, sale and use of the Parts or tooling by us in response to Your Order, does not violate any export control laws or regulations, and (iii) Your Order does not contain any critical (functional) parts for aerospace, watercraft, offshore, automotive and or medical applications.
- 9.4. You also represent and warrant that You will use Parts in strict accordance with all applicable state, federal and local laws and requirements. You represent and warrant that you will not, directly or indirectly, (1) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Qualified3D to any destination, entity, or person prohibited by the laws or regulations of the United States, or (2) use Parts for any use prohibited by the laws or regulations of the United States and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
- 9.5. Qualified3D may maintain operations outside of the United States, employ non-U.S. persons, and have non-U.S. printing and manufacturing partners. Therefore, Qualified3D relies entirely on its customers to provide accurate information for purposes of compliance with applicable export control laws. It is the customer’s responsibility to determine and provide the appropriate export classification for the products and related technology and software to be provided to Qualified3D. The export classification indicates whether the product and related technologies are controlled, the relevant jurisdiction or jurisdictions, when an export license is required, and whether the product and technology qualify for a license exception. An incorrect classification could result in export control violations, which could in turn lead to significant fines and other sanctions. Importantly, Qualified3D cannot accept any technical data or drawings that are controlled by the International Traffic in Arms Regulations (“ITAR”) or are subject to the Export Administration Regulations (“EAR”) and are controlled for any reasons other than Anti-Terrorism.
10. Force Majeure
- 10.1. Qualified3D shall not be responsible for any delay or failure in delivery or performance of any of its duties under these General Terms of Sale due to events beyond its reasonable control or acts or omissions or any other occurrence commonly known as force majeure, including but not limited to war, riots, acts of terrorism, acts of God, nature disasters, embargoes, strikes, or other concerted acts of workers, casualties or accidents, failure by any supplier of Qualified3D to meet their obligations or any other causes or circumstances that prevent or hinder the manufacture or delivery of the Parts.
- 10.2. Qualified3D may suspend performance under an Order for so long as such performance is delayed by such occurrence or cancel the Order at its sole discretion, in which case Qualified3D is not liable for any resulting damages.
- 10.3 Nothing in this Section 10 will excuse You from Your payment obligations for amounts due and payable under an Order.
11. DISCLAIMER OF WARRANTIES
THE PARTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER STATUTORY OR CONTRACTUAL, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL OF SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
12. LIMITATION OF LIABILITY
- 12.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QUALIFIED3D DOES NOT ACCEPT LIABILITY FOR PARTS NOT BEING AVAILABLE FOR USE, OR FOR LOST REVENUE OR PROFITS OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS.
- 12.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QUALIFIED3D WILL NOT BE LIABLE UNDER ANY LEGAL THEORY OR FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO PARTS, TOOLING, ORDERS, DELIVERY, OR OTHERWISE RELATING THESE GENERAL TERMS OF SALE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY CLAIM BY ANY THIRD PARTY.
- 12.3. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL QUALIFIED3D’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO PARTS, ORDERS, TOOLING, OR OTHERWISE RELATING TO THESE GENERAL TERMS, EXCEED THE AMOUNTS PAID BY YOU TO QUALIFIED3D UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE.
- 12.4. NOTHING IN THESE GENERAL TERMS OF SALE IS INTENDED TO LIMIT OR EXCLUDE QUALIFIED3D’S LIABILITY FOR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF QUALIFIED3D. Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, Sections 11 and/or 12 may not partially or entirely apply to You. To the extent that any such limitation or exclusion of liability or warranty is circumscribed, it shall be limited to the least extent possible under applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
- 13.1. You agree to indemnify and hold harmless Qualified3D and its affiliates and their respective employees, agents, representatives and (sub)contractors from and against any and all loss, liability, penalty, third party claims, damages, costs and other expenses (including reasonable attorneys’ fees and court costs and litigation expenses) arising out of or relating to:
- a breach of the Order or these General Terms of Sale by You;
- any acts or omissions by You relating to our performance under an Order or these General Terms of Sale;
- any and all use, distribution and/or sale of Parts; and
- and any claim of third parties (including government authorities) arising out of an Order or these General Terms of Sale or the production, shipping or sale of the Parts and/or your 3D CAD data and/or 2D technical drawings, including but not limited to a claim that the use of such data and technical drawings and/or the production, shipping or sale of Parts violates any applicable law or the intellectual property or other rights of a third party.
- 13.2. You will, if instructed by us, defend us from any third party claim covered by the foregoing indemnity (“Third Party Claim”), at your expense, using counsel reasonably acceptable to us. You will not consent to any settlement or judgment of any Third Party Claim without our prior written consent. We may participate in the defense of any Third Party Claim with our own counsel at our own expense.
- 14.1 Qualified3D shall not disclose, and shall procure that its employees and (sub)contractors shall not disclose, any data (including 3D CAD data), documentation, drawings and specifications provided by You, other than as reasonably necessary to carry out Your Order. This restriction will not apply in the event of a legal obligation or duty to disclose the information, or when the information is or becomes (publicly) known or is independently developed by Qualified3D, its employees or its contractors without the use of such information, or if the information is disclosed to Qualified3D by a third party.
- 14.2. You are not allowed to use Qualified3D trademarks, trade names or any other indications in relation to the Parts, or to publicly make any reference to Qualified3D, whether in press releases, advertisements, sales literature or otherwise, except with Qualified3D prior written consent.
- 15.1. Without prejudice to any other rights Qualified3D may have under these General Terms of Sale or the applicable laws, Qualified3D has the right to immediately terminate Your Order in whole or in part upon written notice if:
- You are declared bankrupt, are granted a (temporary) moratorium on payment of Your debts, if You have filed a petition for bankruptcy or if a receiver is appointed for You,
- if You go into liquidation or there is a threat of suspension of payments,
- if You cease, or threaten to cease, to carry on Your business, or
- if You breach these General Terms of Sale.
- 15.2. Upon termination pursuant to Section 15.1, Qualified3D shall not have an obligation to deliver the Parts. Any amounts that You paid Qualified3D are nonrefundable, and any amounts that You still owe Qualified3D under the Order become immediately due and payable in full.
- 15.3. Except as otherwise expressly provided in these General Terms of Sale You are not entitled to terminate an Order.
- 16.1. The provisions of these General Terms of Sale shall be severable, and in the event that any provision of the Agreement is found to be legally unenforceable, such unenforceability shall not prevent the enforcement of any other provision of these General Terms of Sale.
- 16.2. These General Terms of Sale shall be construed as if both parties drafted it jointly, and shall not be construed against either party as principal drafter.
- 16.3. The failure of a party to exercise or enforce any right under these General Terms of Sale shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of that right at any time thereafter.
- 16.4. These General Terms of Sale are binding upon the parties’ successors, heirs and assigns.
- 16.5. All notices sent under this Agreement shall be in writing and delivered by prepaid commercial courier. Notices to Qualified3D shall be sent to Qualified3D LLC at 5261 O’Connor Ct, Bloomfield Hills MI 48302, and notices to You shall be sent to the contact person provided by You in Your Order. Notices are deemed delivered upon receipt.
- 16.7. All provisions within these General Terms of Sale which by their nature are intended, whether express or implied, to survive the termination or the expiration of an Order, including but not limited to Your payment obligations and Sections 8, 9, 11, 12, 13, 14, 16 and 17 shall survive.
- 16.8. These General Terms or Sale may not be modified except by written agreement signed by both parties, except that Qualified3D reserves the right to change these General Terms of Sale at any time, in which case the amended General Terms of Sale will apply to any Orders placed after the new General Terms of Sale enter into effect.
- 16.10. The parties’ relationship is solely that of independent contractors, and neither party, nor its employees, agents or representatives shall be considered employees, agents, partners, franchisees, owners, joint venturers or representatives of the other party.
17. Governing Law and Language
- 17.1. These General Terms of Sale shall be governed by and construed in accordance with the laws of the State of Michigan without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in Oakland County, Michigan or in the courts of the United States located in such county. You and Qualified3D each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
- 17.2. English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.
Version 1.0 – September 2019