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SGD – GENERAL TERMS OF SALE 

Version 1.4 – 02 January 2021

These general terms of sale (the “General Terms of Sale“) apply to any purchase of goods and services (“Parts“) by a customer (“You”) from SGD 3D Limited having its place of business at Unit 20, Pottery Court, Bulwell, Nottingham, NG6 8YN (“SGD“).

1.0.  General

    1. By placing an Order with SGD for Parts (an “Order”), You accept and are bound to these General Terms of Sale. If You do not accept these General Terms of Sale, do not place an Order.
    2. In the event of a conflict between provisions contained in the Order and these General Terms of Sale, the General Terms of Sale will prevail. No addition, alteration or substitution of these General Terms of Sale will bind SGD, even if included within an Order, unless explicitly accepted in writing by SGD, and no pre-printed terms within an Order, will bind SGD. All of such nonbinding terms are hereby rejected by both parties.
    3. When these 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.

2.0.  Orders

    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 SGD and take into account all manufacturing and other limitations as specified by SGD on its website (https://www.sgd3d.co.uk/manufacturing-standards/) or as otherwise made available to You. 
    2. Any Orders submitted by You are requests and do not bind SGD in any way. SGD is under no obligation to accept an Order and can reject any Order at its sole discretion before it has accepted the Order.
    3. Any Order accepted by SGD constitutes a binding commitment by You to purchase the Parts described therein, and Orders are deemed accepted by SGD only if confirmed by SGD in writing, or by SGD’ fulfilment of the Order. SGD’ 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. SGD may perform a credit check on You and require a prepayment by credit card or other assurance of payment prior to acceptance. Any Order is binding upon SGD on the condition precedent that there are sufficient resources available to SGD 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, SGD is entitled to reject or cancel Your Order, in which case SGD shall refund any payment already received.
    4. SGD is permitted to apply limited deviations with regard to colour, quantity, size, or (shore) hardness of Parts, unless SGD specifically agrees to the contrary in writing.
    5. Any changes to an Order after it has been made is subject to SGD’s acceptance and may be subject to additional charges. 
    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. 
    7. Cancellations made by You must be submitting in writing, subject to SGD’s acceptance and may trigger a cancellation fee of up to 25% of the total order value. 

3.0.   Subcontracting

    1. You understand and agree that SGD may use its worldwide vetted network of subcontractors to fulfil Your Order. 
    2. Orders may be delivered directly from a subcontractor of SGD to You and not via or through SGD. Therefore, it is of utmost importance that You inspect the Parts upon delivery and inform SGD in case of any discrepancies in accordance with sections 8.5 and 8.6.

4.0.   Prices

    1. All prices stated by SGD are inclusive of value added tax (VAT), but exclusive of 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 SGD’ income). Without limiting the foregoing, You shall be pay all applicable taxes that SGD charges You in addition to the prices quoted.
    2. In the event of changes to cost price factors, SGD reserves the right to charge such costs to You.
    3. If special packing or shipping instructions are agreed by SGD, You shall be liable for any additional charges incurred by SGD as a consequence thereof, as indicated by SGD.

5.0.   Payment

    1. Orders are automatically assumed to be pro forma or due upon receipt unless otherwise specified. 
    2. Unless a pre-payment is required, you must pay all invoices within the terms stated on the invoice.
    3. SGD may invoice parts of an Order separately. 
    4. For all Orders that include tooling, SGD may require You to pay the cost of tooling upfront. 
    5. SGD may require an advance payment before it fulfils Your Order. SGD is not responsible for any delay in carrying out Your Order caused by Your delay in making payments. 
    6. The amounts due shall, unless otherwise agreed, be paid by credit card or bank transfer as indicated by SGD. All costs related to the method of payment shall be Your responsibility.
    7. All amounts due under these General Terms of Sale to be paid by You to SGD shall be paid in full and without any deduction and You shall not be entitled to any right of setoff. SGD shall be entitled to set off any amount due by SGD to You against amounts due by You to SGD.
    8. 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. 
    9. In addition, SGD 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.

6.0.   Specifications of Parts and Tooling

    1. You are responsible for providing SGD with correct and complete 3D CAD data and/or 2D technical drawings to produce the Parts and tooling. 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 SGD in the agreed upon manner. SGD does not have an obligation to review any of the specifications, data or drawings You provide. 
    2. SGD uses the 3D CAD data and, 2D technical drawings as may be provided by You, to generate Parts and tooling. If 2D technical drawings are provided, 2D technical drawings will take precedence during production if these have been provided before we accepted Your order or unless otherwise agreed. SGD is not responsible for discrepancies between 3D CAD data and technical drawings. 
    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. 
    4. SGD 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. 
    5. SGD rejects all responsibility for process type, material selection, material suitability, infill & layer height selected for Your application.
    6. SGD not responsible for the fit or assembly of Parts unless specifically agreed upon in writing. 

7.0.   Tooling Ownership and Storage

    1. All custom tooling for Your Parts shall be Your property, however reusable proprietary components will remain the property of SGD. All custom tooling will remain at SGD’ production facility. 
    2. As long as SGD is making Parts for You at SGD’ production facilities, SGD will guarantee Your tooling for the agreed upon tool life (as stated in the Order). Notwithstanding Section 7.1 or Section 7.3, SGD will, in its sole discretion, repair or replace worn or damaged tooling at SGD’ expense for the agreed upon tool life.
    3. After a two-year period of inactivity of the tooling, SGD may destroy the tooling, in its sole discretion. 

8.0.   Delivery, Inspection, Acceptance, Complaints and Retention of Title

    1. Shipments are sent by the commercial carrier selected by SGD. SGD will pre-pay and add delivery costs to the invoice as a convenience and courtesy. 
    2. SGD will use commercially reasonable efforts to ship an Order on the agreed upon dates, however shipping or delivery dates are estimates only. SGD accepts no liability for delays in the delivery or shipment of Orders and SGD’ failure to meet a shipping date or delivery period shall not constitute a breach of these General Terms of Sale.
    3. SGD shall be entitled to suspend its delivery obligations under an Order or these General Terms of Sale in the event there are, in SGD’ 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.
    4. You must inspect the Parts immediately upon receipt and notify SGD 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 SGD, 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. 
    5. If after receiving Your Order You alter the Parts in any way without the prior written consent thereto of SGD, the Parts will be deemed accepted, non-returnable and non-refundable.
    6. If You want to return defective, wrong or damaged Parts, You must comply with Section 8.5 and You must return these to SGD within ten (10) working days from the time the Order was delivered, unless otherwise agreed in writing by SGD. Any Parts that You return to SGD after the expiry of this period will not be processed or refunded. 
    7. SGD 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.  

9.0.   Intellectual property rights and publicity

    1. By placing an Order, You grant SGD 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.
    2. By placing an Order, You authorize SGD to use Your trademarks, logos, name or signs for marketing purposes. This means that SGD may mention You as a customer of SGD on our website and in other promotional material such as advertising, press releases, interviews, promotional materials or presentations. We will not use Your name if You are a natural person, and the substantive content provided by You continues to be governed by the confidentiality clauses in these General Terms of Sale

10.0.   Your representations

    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 9, 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. 
    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 SGD can only be placed by individuals who are 18 years or older who can form legally binding contracts under applicable law.
    3. Without limiting Your representations and warranties in Section 10.2, 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. 
    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 SGD 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.
    5. SGD maintains operations outside of the United States, employs non-U.S. persons, and has non-U.S. printing and manufacturing partners. Therefore, SGD 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 SGD. 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, SGD 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.

11.0.   Force Majeure

    1. SGD 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 SGD’ supplier to meet their obligations or any other causes or circumstances that prevent or hinder the manufacture or delivery of the Parts. 
    2. SGD 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 SGD is not liable for any resulting damages. 
    3. Nothing in this Section 11 will excuse You from Your payment obligations for amounts due and payable under an Order.

12.0.   DISCLAIMER OF WARRANTIES 

THE PARTS AND TOOLING 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.

13.0.   LIMITATION OF LIABILITY

    1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SGD 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.
    2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SGD 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. 
    3. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SGD’ 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 SGD UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE.
    4. NOTHING IN THESE GENERAL TERMS OF SALE IS INTENDED TO LIMIT OR EXCLUDE SGD’ LIABILITY FOR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SGD. Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, Sections 12 and/or 13 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.

14.0.   Indemnification

    1. You agree to indemnify and hold harmless SGD 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:
      1. a breach of the Order or these General Terms of Sale by You; 
      2. any acts or omissions by You relating to our performance under an Order or these General Terms of Sale; 
      3. any and all use, distribution and/or sale of Parts; and
      4. 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. 
        1. 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 defence of any Third-Party Claim with our own counsel at our own expense.

      15.0.  Confidentiality 

        1. SGD 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 SGD, its employees or its contractors without the use of such information, or if the information is disclosed to SGD by a third party. 
        2. You are not allowed to use SGD trademarks, trade names or any other indications in relation to the Parts, or to publicly make any reference to SGD, whether in press releases, advertisements, sales literature or otherwise, except with SGD prior written consent. 

      16.0.   Termination 

        1. Without prejudice to any other rights SGD may have under these General Terms of Sale or the applicable laws, SGD has the right to immediately terminate Your Order in whole or in part upon written notice if:
          1. 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, 
          2. if You go into liquidation or there is a threat of suspension of payments, 
          3. if You cease, or threaten to cease, to carry on Your business, or 
          4. if You breach these General Terms of Sale.
            1. Upon termination pursuant to Section 16.1, SGD shall not have an obligation to deliver the Parts. Any amounts that You paid SGD are non-refundable, and any amounts that You still owe SGD under the Order become immediately due and payable in full.
            2. Except as otherwise expressly provided in these General Terms of Sale You are not entitled to terminate an Order.

          17.0.   Miscellaneous 

            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. 
            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.
            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. 
            4. These General Terms of Sale are binding upon the parties’ successors, heirs and assigns.
            5. All notices sent under this Agreement shall be in writing and delivered by prepaid commercial courier. Notices to SGD shall be sent to SGD 3D Limited at The Hive, Maudslay Building, Goldsmith Street, Nottingham, United Kingdom, NG1 4FQ, and notices to You shall be sent to the contact person provided by You in Your Order. Notices are deemed delivered upon receipt.
            6. These General Terms of Sale, together with an accepted Order, and the Privacy Policy (defined below) constitute the entire agreement between the parties relating to the subject matter herein and supersedes all previous agreements, arrangements and undertakings between the parties with respect to that subject matter (including but not limited to provisions in Your Order that are rejected). 
            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 7, 9, 10, 12, 13, 14, 15, 17 and 18 shall survive.
            8. These General Terms or Sale may not be modified except by written agreement signed by both parties, except that SGD 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. 
            9. Information about how we process Your personal data is provided in our privacy policy (https://www.sgd3d.co.uk/privacy-policy/) (“Privacy Policy”).
            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 ventures or representatives of the other party.

          18.0.   Governing Law and Exclusive Forum

            1. The laws of England and Wales will apply to any disputes arising out of or relating to these General Terms of Sale, without regard to conflict of laws principles. The applicability of the UN Convention on the International Sale of Goods is excluded. 
            2. The parties agree that in the event that any suit or proceeding is brought in connection to an Order, these General Terms of Sale or the relationship between SGD and You, on any basis whatsoever, such suit or proceeding shall be brought in the courts of England and Wales and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts. 

          PLEASE PRINT THESE GENERAL TERMS OF SALE FOR YOUR FILES

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