Terms & Conditions Of Sale
The following terms and conditions of sale apply to the sale and delivery from 3D Stuffmaker USA, LLC to another party.
“Carrier” means a common carrier.
“Company” means 3D Stuffmaker USA, LLC
"Delivery Date" means the date goods are placed on board a Carrier at the Company's warehouse, irrespective of who bears the cost of the freight.
“Customer” means a person or company whose order for the purchase of goods is accepted by the Company.
“EXW “ means that a COMPANY has the goods ready for collection at its premises (factory and warehouse -Tambaram, Chennai, India and Miami, FL USA) on the date agreed upon. The CUSTOMER pays all transportation costs and also bears the risks for bringing the goods to their final destination
“Maintenance Instructions” means instructions providing the maintenance requirements and instructions for the goods including a maintenance log.
“Order Date” means the date on which an order for goods is received by the COMPANY .
“Receiving Address” means the address provided by the CUSTOMER to which the goods are to be transported and left.
“Receiving Date” means the date goods are left at the Receiving Address.
“Sales Invoice” means a document issued by the COMPANY to the CUSTOMER stating amount(s) charged for the goods delivered.
“Spares parts” means the standard sub-assemblies and parts used to fabricate and/or repair the Products manufactured by the COMPANY.
“Special Order Goods” means goods packaged or made at the request of the CUSTOMER specifically for the CUSTOMER.
“Terms” means these terms and conditions of sale.
“Products” means the COMPANY’s products and services offered for sale
a) The headings used in this document do not form part of the Terms, but exist for convenience only.
b) Where the context admits or requires, words denoting a singular number shall include the plural number, those denoting a given gender shall include all other genders, and those denoting natural persons shall include corporations.
a) Any order placed by a CUSTOMER will be taken to be an order incorporating the Terms.
b) any terms and conditions of the CUSTOMER’S order deviating from or inconsistent with the Terms are expressly rejected by the COMPANY and the COMPANY expressly rejects any variations to the Terms, unless the COMPANY expressly agrees to the terms in writing
3. PRICES & PAYMENT
3.1. All Prices are subject to change at any time without notice. Unless otherwise indicated in writing by the COMPANY all prices are EXW Factory Warehouse. The CUSTOMER is liable for all costs related to shipping, delivery and insurance, and also bears the risks for bringing the goods to their final destination.
3.2 Prices are exclusive of any national, state or local sales, value added (or GST) or other taxes, customs duties, or similar tariffs and fees which shall be the responsibility of CUSTOMER. An amount equal to the appropriate taxes, duties or fees will be added to the price by the COMPANY where the COMPANY has the legal obligation to collect such taxes , and this will be paid by the CUSTOMER.
3.3 The COMPANY will not ship any order to a CUSTOMER unless the required payment for the order is received in FULL.
3.4 Any orders received are subject to acceptance by COMPANY and will not be deemed accepted until a written confirmation has been issued to the CUSTOMER normally by email. The COMPANY may accept or refuse any order for goods in its absolute discretion.
4.1) The CUSTOMER does not have a right to cancel or change an order without written approval from the COMPANY.
4.2) In the event the COMPANY provides its written consent to the CUSTOMER to cancel or change an order, it does so without prejudice to any other rights the COMPANY may have.
4.3) The CUSTOMER maybe liable to pay the COMPANY for any loss, damage or expense incurred by the COMPANY should the CUSTOMER cancel an order, or any part thereof, without the COMPANY’s written approval.
5 . SPECIFICATIONS
The COMPANY makes all reasonable efforts to accurately describe and display the features of its products but makes no representation to the completeness, accuracy and correctness of the information provided. Furthermore, the COMPANY reserves the right to change without notice the construction, design, dimensions and performance of goods and related documentation and packaging.
6. PRODUCT GUARANTEE
6.1 The COMPANY guarantees to CUSTOMER that the Products will be free from defects in material and workmanship under normal use and service for a period of twelve (12) months from the original delivery date.
6.2 The guarantee contained in this clause 6.1 to the full extent permit by Law will not apply if:
(i) the fault has been caused by:
(A) improper use;
(B) improper installation;
(C) improper service;
(F) accidental or intentional damage;
(G) unauthorised repair or modification;
(H) use contrary to instructions provided by the COMPANY;
(I) use of components not manufactured by the COMPANY;
(J) unauthorised repair or modification; or
(K) factors outside the control of the COMPANY;
(ii) maintenance and servicing has not been undertaken according to the Maintenance Instructions provided by the COMPANY with the goods;
(iii) the maintenance log is not properly maintained in accordance with the COMPANY’s instructions; or
(iv) the goods have been used in an environment that:
(A) requires more usage;
(B) is more corrosive; or
(C) is more severe than the environment for which the goods are guaranteed by clause 6.1.
6.3) The guarantee contained in clause 6.1 will not apply to goods which are not accompanied by a copy of the original invoice showing the original date of delivery.
OPERATION OF THE PRODUCT THAT RENDERS THIS WARRANTY VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED ABOVE TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS EXCEEDING THE DESIGN TOLERANCE OF THE PRODUCT.
THIS CONSTITUTES THE SOLE WARRANTY MADE BY THE COMPANY EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
a) So far as the law permits, the liability of the COMPANY for a breach of a condition or warranty that cannot be excluded is limited, at the COMPANY’s option, to:
(i) the replacement or repair of the goods;
(ii) the supply of equivalent goods; or
(iii) the cost of replacing or repairing the goods or of acquiring equivalent goods
b) The CUSTOMER agrees to release, hold harmless and indemnify the COMPANY to the maximum extent permitted by law from and against any liability whatsoever and howsoever arising (including, without limitation, from negligence or wilful misconduct on the part of the COMPANY or others) in connection with the sale of the goods by the COMPANY.
c) Without limiting the scope of paragraph (b), the CUSTOMER agrees to release, hold harmless and indemnify the COMPANY to the maximum extent permitted by law for the cost of:
(i) removing faulty or defective goods from assemblies in which they have been installed (placed, attached or fixed);
(ii) installing replacement goods into the assemblies from which faulty or defective goods have been removed;
(iii) collecting faulty or defective goods from persons to whom the CUSTOMER has sold goods supplied by the COMPANY;
(iv) delivering replacement goods to persons to whom the CUSTOMER sold faulty or defective goods; and
(v) freight or any other cost incurred in returning faulty or defective goods to the COMPANY's warehouse.
So far as the law permits, the COMPANY is not liable in any way for any indirect, incidental or consequential loss or loss of profit including, without limitation, any loss by reason of delay, defective or faulty materials or workmanship, negligence or any act or matter or thing done, permitted or omitted by the COMPANY.
REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF COMPANY WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS
8.1 Where a product is already faulty or damaged upon delivery, photographic evidence of the damage must be submitted to the COMPANY before the COMPANY chooses to repair the faulty or defective goods in accordance to the guarantee,
8.2 If COMPANY chooses to repair faulty or defective goods in accordance to the guarantee, then the repair work shall be done at the COMPANY’s warranty repair facilities in Tambaram Chennai INDIA or other such warranty repair facilities of the COMPANY as designated by COMPANY unless COMPANY specifically directs that this service be performed at another location. Repairs and/or Replacement unit or spare parts supplied by COMPANY will be guaranteed for the remainder of the Product guarantee period or sixty (60) days from date of the delivery date, whichever is greater. Any defect corrected within sixty (60) days and found to be within the scope of the guarantee will be repaired by COMPANY and all charges for labour and materials , will be borne by COMPANY. The CUSTOMER will need to report on the nature of the defect and include an explanation of any special circumstances. The cost of returning faulty or defective goods to the warranty repair facilities of the COMPANY shall be borne by the CUSTOMER. If it is determined that either no fault exists in the COMPANY, or the damage to be repaired was caused by negligence of CUSTOMER, the CUSTOMER shall agree to pay all charges associated with each such repair.
8.3 If any goods are returned without the original packaging, the CUSTOMER bears the responsibility for safely and adequately packaging the product ready for return shipment and the COMPANY accepts no liability for any damage that may be caused in transit.
a) Goods will be delivered or deemed to be delivered when the goods are placed on board a Carrier at the COMPANY's warehouse, irrespective of who bears the cost of the freight.
b) The CUSTOMER authorises the COMPANY to act as his agent to arrange for the goods to be placed on board a Carrier nominated by the CUSTOMER (if the CUSTOMER nominates a Carrier) or, if the CUSTOMER does not nominate a Carrier, then to be placed on board a Carrier chosen by the COMPANY, and to have the goods transported to the Receiving Address and left at that address whether or not someone is present to take the delivery.
c) The COMPANY is not liable on any basis whatsoever for loss suffered by the CUSTOMER after delivery.
d) The COMPANY reserves the right to impose a reasonable charge for storage if the CUSTOMER does not provide a Receiving Address within 14 days of a request by the COMPANY for such information.
e) The COMPANY is not obliged to obtain a signed receipt or other acknowledgment from any person at the nominated Receiving Address, but the COMPANY will direct the Carrier to obtain a signed receipt or other acknowledgment from the person who takes delivery if in fact someone does take delivery. Neither the COMPANY nor the Carrier are obliged to ensure that the person taking delivery is authorised by the CUSTOMER to sign or otherwise take delivery.
f) Any times quoted for delivery are estimates only and the COMPANY shall not be liable to the CUSTOMER for any failure to deliver or for delay in delivery of goods for any reason including, without limitation:
(i) act of God, lightning, fire, flood, explosion, hostility, civil commotion, act of terrorism;
(ii) strike, lock-out, industrial dispute or other labour difficulty;
(iii) breakage, accident or other damage to or failure of machinery or equipment, whether of the COMPANY’s or of any other person on which the COMPANY is relying, directly or indirectly, to meet the COMPANY’s obligations to the CUSTOMER;
(iv) unavailability or shortage of raw materials, labour, skilled labour, power supplies or transport facilities;
(v) failure or inability to obtain licences or the effect of any applicable laws, order, rules or regulations of any government or competent authority; or
(vi) any other cause whatsoever whether or not beyond the control of the COMPANY.
g) The CUSTOMER shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery as a result of events referred to in clause 9(f) above or any other cause whatsoever.
h) Short delivery, late delivery or wrongful delivery will not be a breach of the contract and notice of shortfall must be provided in writing to the COMPANY within 5 business days of the goods being left at the Receiving Address. Any claim which the CUSTOMER does not notify within that time (time being of the essence) will be taken to have been absolutely waived.
i) The COMPANY undertakes to rectify any shortfall as referred to in clause 9(h) above within 14 business days of the notice in writing of the shortfall to the COMPANY if proof of the shortfall is provided by the CUSTOMER to the COMPANY’s satisfaction.
j) If the COMPANY determines that it is or may be unable to deliver within a reasonable time or at all the contract may be cancelled by the COMPANY. If the contract is cancelled, the COMPANY will refund the CUSTOMER within 14 days for payment received in relation to the unfulfilled part of the order and the CUSTOMER will have no claim against the COMPANY for any damage, loss, cost or expense.
10. ACCEPTANCE & RETURNS
a) All goods shall be deemed to have been inspected by the CUSTOMER and agreed to be in accordance with the contract and the Terms and accepted by the CUSTOMER unless notification to the contrary is received in writing by the COMPANY within 5 business days from the Receiving Date. If the CUSTOMER fails to provide such notice then the CUSTOMER shall be deemed to have accepted the goods.
b) Special Order Goods are not returnable.
c) Goods other than Special Order Goods cannot be returned except with the COMPANY's prior agreement in writing accompanied by a Return Authority Number issued by the COMPANY.
d) Returned goods will not be treated as free from damage unless they are returned:
(i) in original condition;
(ii) in original packaging;
(iii) free from damage ; and
(iv) accompanied by a copy of the Sales Invoice.
e) goods returned will, at the COMPANY's discretion, be subject to a handling fee of 15%, the cost of shipping the goods to the COMPANY rests with the CUSTOMER.
11. RISK AND PROPERTY
a) The risk or loss of, or damage to, the goods will pass to the CUSTOMER on the delivery date.
b) Property in, and ownership of, the goods will not pass from the COMPANY to the CUSTOMER until payment in full of the purchase price of the goods and all other amounts owing to the COMPANY by the CUSTOMER.
12. PERFORMANCE AND REPRESENTATIONS
The DISTRIBUTOR acknowledges that neither the COMPANY nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in writing, whether as to the fitness of the goods for any particular purpose or any other matter.
Failure by the COMPANY to insist on strict performance of any term, warranty or condition of the contract will not be taken as a waiver of it or of any rights the COMPANY may have and no waiver will be taken as a waiver of any subsequent breach of any term, warranty or condition.
The COMPANY reserves the right to sub-contract the production, manufacture or supply of the whole or any part of the goods or of any materials or services to be supplied.
15. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
The COMPANY shall have no liability to the CUSTOMER in relation to any claim, suit or proceeding brought against the CUSTOMER based on a claim that the use or transfer of any Products delivered hereunder constitutes an infringement of a patent, trademark or copyright. This includes any costs and claims incurred by the CUSTOMER as a result of a final judgment which prohibits the CUSTOMER from continued use of any Products by reason of infringement of such patent, trademark or copyright.
16. IMPLIED TERMS
All conditions and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded to the maximum extent permitted by law.
Any provision (or part thereof) in the Terms held to be prohibited or unenforceable in whole or in part in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of the Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
18. LAWS TO GOVERN PROVISIONS OF AGREEMENT
a) Unless varied by notice in writing by the COMPANY, this agreement shall be deemed to have been made in the State of Victoria in the Commonwealth of Australia (Victoria) and the Terms shall be governed by and construed in accordance with the laws of Victoria.
b) Unless varied by notice in writing by the COMPANY, the COMPANY and the CUSTOMER submit to the exclusive jurisdiction of the courts in the central business district of Melbourne, Victoria.
19. DISPUTE RESOLUTION
It is the intention of the parties to use their reasonable best efforts to informally resolve, where possible, any dispute, claim, demand or controversy arising out of the performance of this Agreement by mutual negotiation and cooperation.
20. LIMITATION OF LIABILITY
Neither COMPANY nor CUSTOMER shall be liable to the other for any special, indirect, or consequential damages, including but not limited to loss of profits, loss of business opportunities, or loss of business investment.
Neither party may assign any of the rights or obligations set forth in this Agreement without the prior written consent of the other, provided that COMPANY shall have the right to assign any portion of the Agreement to its subsidiaries and affiliated companies.
All notices and demands under this Agreement shall be in writing and shall be served to the COMPANY by personal service or by mail to
3D Stuffmaker USA, LLC
14334 SW 175 Terrace
Miami, FL 33177
23. ENTIRE AGREEMENT
The Terms shall constitute the entire agreement between the Supplier and the Customer in relation to the sale and delivery of goods and any previous agreements, understandings and negotiations shall cease to have any
legal status or effect.
This Agreement has been written in the English language. It may be translated, for convenience, into other languages. However, in case of error or disagreement, the executed English language version shall prevail.