GENERAL TERMS OF SALE

Last updated: 2021, July

These general terms of sale (the "General Terms of Sale") apply to any purchase of goods and services ("Parts") by a customer (“You”) from MPD, Machine Prototype Design & Engineering, and G54.xyz; a “DBA” (Doing Business As) of VX Inc., a WA Corporation ("MPD, Company, we, our and us"). All additional terms, guidelines, and rules, including our Privacy Policy, and our Terms of Use, are incorporated by reference into these General Terms of Sale.

1.    General

1.1.    BY PLACING AN ORDER WITH MPD FOR PARTS, INCLUDING BUT NOT LIMITED TO THE SUBMISSION OF A PURCHASE ORDER (AN “ORDER”), YOU ACCEPT AND ARE BOUND TO THESE GENERAL TERMS OF SALE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE GENERAL TERMS OF SALE, DO NOT PLACE AN ORDER.

1.2.    YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO AN AGREEMENT WITH MPD (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT PLACE AN ORDER OR ACCEPT THESE GENERAL TERMS OF SALE IF YOU ARE NOT AT LEAST 18 YEARS OLD OR OVER THE LEGAL AGE REQUIRED TO ENTER INTO A VALID CONTRACT UNDER LAW APPLICABLE TO YOU.

1.3.    With respect to the technical specifications for Your Order only, including material, surface finish and quantity, the specifications written on Your quote will prevail over these General Terms of Sale and/or any drawings (including 2D technical drawings) or 3D model. In all other cases, in the event of a conflict between the provisions contained in the Order and these General Terms of Sale, the General Terms of Sale will prevail.

1.4.    No addition, alteration or substitution of these General Terms of Sale will bind MPD, even if included within an Order, and no preprinted terms within an Order, will bind MPD, unless explicitly accepted in writing by MPD. All of such nonbinding terms are hereby rejected by both parties. MPD’s failure to object to provisions contained in any Order or fulfillment of an Order shall not be construed as a waiver of these General Terms of Sale nor an acceptance of any such provisions.

1.5.    Our website, apps, products, and services are designed for businesses and their representatives. We do not target consumers – individuals who seek to use our products and services for their personal or household purposes.

2.    Orders

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 MPD and take into account all manufacturing and other limitations as specified by MPD on its website, including its Manufacturing Capabilities or as otherwise made available to You.

2.2.    An Order submitted by You constitutes a binding commitment by You to purchase the Parts described therein, to which these General Terms of Sale apply.

2.3.    MPD is under no obligation to accept an Order and can reject any Order at its sole discretion before it has accepted the Order. Orders are deemed accepted by MPD only if confirmed by MPD in writing, or by MPD’s fulfillment of the Order. MPD may perform a credit check on You and require a prepayment by credit card or other assurance of payment prior to acceptance.

2.4.    Acceptance of any Order is subject to the conditions precedent that: (i) there are sufficient resources available to MPD to complete Your Order within the stated timelines and at the stated price, (ii) Your Order was not accepted on the basis of incorrect information, including but not limited to information regarding pricing and specifications, (iii) the content included in Your Order complies with our Content Policy (as defined in Section 10.5) and (iii) the satisfactory fulfillment of any credit check or receipt of prepayment or other assurance of payment, as requested in MPD’s sole discretion. If these conditions precedent are not met, MPD is entitled to reject or cancel Your Order.

2.5.    MPD is permitted to apply (i) limited deviations with regard to color, quantity, size, or (shore) hardness of Parts and (ii) limited deviations to Your drawing and/or 3D data as necessary to increase the manufacturability of Your Order, unless MPD specifically agrees to the contrary in writing. Unless You object in writing to such deviations, You assume all responsibility and liability for those deviations as part of Your original Order.

2.6.    Any changes made by You to an Order after it has been submitted are subject to MPD’s acceptance and may be subject to additional charges, including additional delivery charges.

2.7.    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 or terminate Your Order. Any unpaid amounts under the Order remain payable.

3.    Subcontracting

3.1.    You understand and agree that MPD may use its worldwide vetted network of subcontractors to fulfil Your Order.

3.2.    Orders may be delivered directly from a subcontractor of MPD to You and not via or through MPD. Therefore, it is of utmost importance that You inspect the Parts upon delivery and inform MPD in case of any discrepancies in accordance with these General Terms of Sale.

4.    Prices

4.1.    All prices stated by MPD are exclusive of value added tax (VAT) 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 MPD’s income). Without limiting the foregoing, You shall pay all applicable taxes, governmental fees, assessments or duties that MPD charges You in addition to the prices quoted.

4.2.    In the event of changes to cost price factors, MPD reserves the right to pass on such additional costs to You.

4.3.    If special packing or shipping instructions are agreed by MPD, You shall be liable for any additional charges incurred by MPD as a consequence thereof, as indicated by MPD.

5.    Payment

5.1.    Unless prepayment is required, You must pay all invoices within 30 days from the date of invoice.

5.2.    MPD may invoice parts of an Order separately.

5.3.    MPD may require an advance payment before it fulfils Your Order. MPD is not responsible for any delay in carrying out Your Order caused by Your delay in making payments.

5.4.    The amounts due shall, unless otherwise agreed, be paid by credit card or bank transfer, as indicated by MPD. All costs related to the method of payment shall be Your responsibility.

5.5.    All amounts due to be paid by You to MPD shall be paid in full and without any deduction. You shall not be entitled to any right of setoff. MPD shall be entitled to set off any amount due by MPD to You against amounts due by You to MPD.

5.6.    If any amount due is not paid 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, MPD 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.    Specifications of Parts and Tooling

6.1.    You are responsible for providing MPD with correct and complete 3D CAD data and/or drawings to produce the Parts and tooling. Such 3D CAD data and/or drawings must comply with our Specification Policy. All relevant files required for the production of Your Parts and tooling must be uploaded by You to our website or, in the event of a specific or special Order, provided to MPD in the agreed upon manner and with any and all requirement representations and warranties. MPD does not have an obligation to review any of the specifications, data or drawings that You provide and reserves the right to reject or cancel any Order that is not uploaded by You to our website.

6.2.    MPD uses the 3D CAD data and/or drawings, as may be provided by You, to generate Parts and tooling. 2D technical drawings will prevail over 3D CAD models only with respect to parameters for tolerances and/or threads, if specified. In all other cases, 3D CAD data will take precedence during production, if these have been provided before we accepted Your Order, or unless otherwise agreed. MPD IS NOT RESPONSIBLE FOR DISCREPANCIES BETWEEN 3D CAD DATA AND 2D 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, and to ensure to indicate this in the quotation request and to check if this is reflected correctly in the Order.

6.4.    MPD will not be responsible for incorrectly designed Parts, Parts that do not assemble correctly, Parts with thick cross-sections that produce sink marks, Parts with thin cross-sections that warp, or Parts produced based on incorrectly provided CAD data or technical drawings.

6.5.    MPD rejects all responsibility for material selection and material suitability for Your application. MPD is not responsible for the fit or assembly of Parts unless specifically agreed upon in writing.

7.    Tooling Ownership and Storage

7.1.    All custom tooling developed by You for Your Parts shall be Your property, however reusable proprietary components or components developed by MPD or its manufacturing partners, will remain the property of MPD and/or its manufacturing partners. All custom tooling will remain at MPD’s or its manufacturing partner’s production facility, unless otherwise agreed between the parties in writing.

7.2.    As long as MPD is making Parts for You at MPD’s or its manufacturing partners’ production facilities, MPD will guarantee Your tooling for the agreed upon tool life (as stated in the Order). Subject to Section 7.3, MPD will, in its sole discretion, repair or replace worn or damaged tooling at MPD’s expense for the agreed upon tool life.

7.3.    After fulfilment of Your Order, MPD may, in its sole discretion, destroy the tooling, including any custom tooling.

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

8.1.    Shipments are sent by the commercial carrier selected by MPD or its manufacturing partners. MPD will pre-pay and add delivery costs to the invoice as a convenience and courtesy.

8.2.    MPD will use commercially reasonable efforts to ship an Order on the agreed upon dates, however shipping or delivery dates are estimates only. MPD accepts no liability for delays in the delivery or shipment of Orders and/or any damage or loss caused as result of such delays. MPD’s failure to meet a shipping date or delivery period shall not constitute a breach of the Order or these General Terms of Sale.

8.3.    MPD shall be entitled to suspend its delivery obligations under an Order in the event there are, in MPD’s 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 any of the other terms and conditions of these General Terms of Sale.

8.4.    You must inspect the Parts immediately upon receipt and notify MPD 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 MPD, 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.

8.5.    Any dispute must be raised in the timeframe specified in Section 8.4 herein and if requested by MPD, You must return the Parts to MPD within ten (10) working days from the time of the request, unless otherwise agreed in writing by MPD. Any Parts that You return to MPD after the expiry of this period will not be processed or refunded.

8.6.    If after receiving Your Order You alter the Parts in any way without the prior written consent thereto of MPD, the Parts will be deemed accepted, non-returnable and non-refundable.

8.7.    MPD 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.    Intellectual property rights and publicity

9.1.    By providing data to MPD, You grant MPD an irrevocable, non-exclusive, perpetual, royalty-free, fully paid up, worldwide, transferable and sub-licensable right and license to use, copy, modify, reproduce, distribute and display the data (including 3D CAD Data and drawings), documentation, drawings and specifications You provide for manufacturing the Parts: (i) as necessary to produce, ship and sell the Parts to You and (ii) to improve our products and services, including, improving our machine learning and pricing algorithms. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to Your data.

9.2.    By placing an Order, You authorize MPD to use Your trademarks, logos, name or signs for marketing purposes. This means that MPD may mention You as a customer of MPD 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.    Your representations

10.1.    You represent and warrant that You have the right authority and capacity to enter into these General Terms of Sale (on behalf of Yourself or the entity that You represent) and that You are authorized to place an Order. You represent and warrant that You are 18 years or older, are able to conclude legally binding agreements.

10.2.    You represent and warrant that You have the full right and authority to provide us with all data (including 3D CAD data and drawings), documentation, drawings and specifications, all data You provide is accurate and truthful, and You are authorized to grant the license referred to in Section 9.

10.3.    You also represent and warrant that You will use Parts in strict accordance with all applicable state, federal and local laws and requirements.

10.4.    You represent and warrant that You understand and agree with, including making the relevant certifications under, this MPD export control policy (the “Export Control Policy”), as follows:

a.    You understand that MPD does not accept Export Controlled Data. “Export Controlled Data” is defined as data which is controlled for export under United States (“U.S.”) law. This includes (technical) data and/or end Parts that are: (1) controlled under the International Traffic in Arms Regulations, or (2) subject to the Export Administration Regulations, and controlled at any level beyond EAR99.

b.    You certify that Your data (including 3D CAD data and drawings) and/or Your Order DOES NOT include Export Controlled Data. 

c.    You understand that by uploading Your data to the MPD website, You are exporting data to another country. MPD maintains operations abroad, and has printing and manufacturing partners abroad.

d.    You certify that You understand that it is Your responsibility to determine and provide the appropriate export classification for the products and related technology and software to be provided to MPD and to comply with prohibition on Export Controlled Data provided herein. MPD relies entirely on You to provide accurate information for purposes of compliance with applicable export control laws. 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. 

e.    You represent and warrant that 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. 

f.    You represent and warrant that You will not, directly or indirectly, (i) 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 MPD to any destination, entity, or person prohibited by the laws or regulations of the U.S. and/or Your local jurisdiction or (ii) use Parts for any use prohibited by the laws or regulations of the U.S., and/or Your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

g.    You may not use MPD’s services if You are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where You are using MPD’s services. 

10.5.    You further represent and warrant that Your uploaded data (including 3D CAD data and drawings) and/or Your Order comply with, and do not violate, the following MPD content policy (the “User Content” Policy). You represent and warrant that Your uploaded data (including 3D CAD data and drawings),Your Order and/or the production, shipping, sale and use of the Parts or tooling by us: 

a.    Does not contain any weapons. Weapons is broadly defined as:

  • Firearms: Excluding accessories that are not prohibited by law or regulation and do not violate the Export Control Policy, Any weapon (including a starter gun) which will or is designed to or may readily be converted to expel a projectile by the action of an explosive; The frame or receiver of any such weapon; Any firearm muffler or firearm silencer; or. any Destructive Device; 

  • Explosive devices. This includes grenades, rockets, explosives, incendiary devices, missiles, land mines, and related parts or components thereof;

b.    Does not contain any critical (functional) parts for aerospace, watercraft, offshore, automotive, and or medical applications;

c.    Does not 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) or any third party rights;

d.    Does not contain information, which is false, inaccurate, misleading, harassing, racially or ethnically offensive, discriminatory, harmful to minors, libelous or defamatory, including information used to produce counterfeit goods;

e.    Is not contrary to or in violation of any applicable law or regulations or public policy; and

f.    Does not violate our Export Control Policy.

10.6.    Please be informed that the uploading of data (including 3D CAD data and drawings) to manufacture a firearm may be punishable by law. MPD has a (statutory) obligation to report data and/or Orders for firearms that it considers reasonably suspicious.

10.7.    MPD reserves the right to reject any Order that is based on data it feels—in its discretion—violates this Content Policy. It is and remains Your sole responsibility to comply with this Content Policy when uploading data to our website and placing Orders. MPD is not obliged to check the uploaded data before accepting or executing any Order or having the Parts manufactured by its manufacturing partners. 

10.8.    IF YOU HAVE ANY DOUBT WHETHER YOUR DATA (INCLUDING 3D CAD DATA AND DRAWINGS) YOUR ORDER AND/OR THE PRODUCTION, SHIPPING, SALE AND USE OF THE PARTS OR TOOLING BY US IS PERMITTED UNDER OUR CONTENT POLICY, DO NOT UPLOAD YOUR DATA.

10.9.    We reserve the right (but have no obligation) to review any data provided by You, and to investigate and/or take appropriate action against You in our sole discretion if You violate our Content Policy, any other provision of these General Terms of Sale or otherwise create liability for us or any other person. Such action may include removing or modifying Your data, terminating Your account, and/or reporting You to law enforcement authorities. Any attempt by You to damage our website or to undermine the legitimate operations of MPD’s business or services may be a violation of criminal and civil laws and should any such attempt be made; we reserve the right to seek damages from You to the fullest extent permitted by law.

11.    Force Majeure

11.1.    MPD shall not be responsible for any delay or failure in delivery or performance of any of its duties under any Order 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, pandemics, nature disasters, embargoes, strikes, or other concerted acts of workers, casualties or accidents, failure by any MPD’s manufacturing partner to meet their obligations or any other causes or circumstances that prevent or hinder the manufacture or delivery of the Parts.

11.2.    MPD 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 MPD is not liable for any resulting damages.

11.3.    Nothing in this Section 11 will excuse You from Your payment obligations for amounts due and payable under an Order.

12.    DISCLAIMER OF WARRANTIES

12.1.    ANY PARTS OR TOOLING IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MPD (AND OUR MANUFACTURING PARTNERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. IF MANDATORY LAW REQUIRES ANY (STATUTORY) WARRANTIES WITH RESPECT TO THE PARTS OR TOOLING, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

12.2.    You hereby release and forever discharge MPD (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Parts and/or Your Order.

12.3.    In the event that mandatory law does not allow any of the exclusions or limitations of liability or any of the disclaimers of warranties mentioned in these General Terms of Sale, such exclusions, limitations or disclaimers shall be limited to the maximum extent permitted by applicable law.

12.4.    No advice or information, whether oral or written, obtained from MPD, through the website or any representative will create any warranty not expressly made herein.

13.    LIMITATION OF LIABILITY

13.1.    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, MPD (AND OUR MANUFACTURING PARTNERS) DO(ES) NOT ACCEPT LIABILITY FOR PARTS NOT BEING AVAILABLE FOR USE, OR FOR LOST REVENUE OR PROFITS OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS.

13.2.    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, MPD (AND OUR MANUFACTURING PARTNERS) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, ACTIONS, INJURY, PERSONAL INJURY OR DEATH, LOST PROFITS, LOST DATA, LOST INCOME, LOSS OR DAMAGE TO PROPERTY, COSTS OF PROCUREMENT OR SUBSTITUTE PRODUCTS OR ANY DIRECT OR INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES UNDER ANY LEGAL THEORY OR FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) 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.

13.3.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY ORDER AND/OR THESE GENERAL TERMS OF SALE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT PAID BY YOU TO US UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR MANUFACTURING PARTNERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE GENERAL TERMS OF SALE.

13.4.    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.    Indemnification

14.1.    You agree to indemnify and hold MPD (and its officers, directors, employees, representatives and agents), its affiliates (and their officers, directors, employees, representatives and agents), and its and its affiliates’ (sub)contractors (including manufacturing partners) harmless from and against any and all loss, liability, penalty, third party claims, damages, demands, costs and other expenses (including reasonable attorneys’ fees and court costs and litigation expenses) arising out of or relating to:

a.    Your breach of the Order or these General Terms of Sale;

b.    any acts or omissions by You relating to our performance under an Order or these General Terms of Sale;

c.    any and all use, distribution and/or sale of Parts; and

d.    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 data (including 3D CAD data and/or 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.

14.2.    You will, if instructed by us, defend us from any third party claim covered by the indemnity under Section 14.1 (“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.

14.3.    MPD reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

15.    Confidentiality

15.1.    MPD 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 (i) to its affiliates and (sub)contractors as necessary to produce, ship and sell the Parts to You and (ii) to improve our products and services. 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 MPD, its employees or its contractors without the use of such information, or if the information is disclosed to MPD by a third party.

15.2.    You are not allowed to use MPD trademarks, trade names or any other indications in relation to the Parts, or to publicly make any reference to MPD, whether in press releases, advertisements, sales literature or otherwise, except with MPD prior written consent.

16.    Termination

16.1.    Without prejudice to any other rights MPD may have under these General Terms of Sale or the applicable laws, MPD has the right to immediately terminate Your Order and/or Your account in whole or in part if, in its sole discretion:

a.    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,

b.    You go into liquidation or there is a threat of suspension of payments,

c.    You cease, or threaten to cease, to carry on Your business,

d.    You or Your representatives makes any libelous or slanderous statement, or is hostile or abusive against MPD its employees or its representatives; or

e.    You breach these General Terms of Sale.

16.2.    Upon termination pursuant to Section 16.1, MPD shall not have any liability for or obligation to deliver the Parts. Any amounts that You paid MPD are nonrefundable, and any amounts that You still owe MPD under the Order become immediately due and payable in full.

16.3.    Except as otherwise expressly provided in these General Terms of Sale, You are not entitled to terminate an Order.

17.    Miscellaneous

17.1.    If any provision of these General Terms of Sale is, for any reason, held to be invalid or unenforceable, the other provisions of these General Terms of Sale will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it most closely matches the original provision and is valid and enforceable to the maximum extent permitted by law. The remaining provisions shall be enforced.

17.2.    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.

17.3.    A waiver by us of any right or remedy under these General Terms of Sale shall only be effective if it is in writing, executed by a duly authorized representative of ours and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or provision of these General Terms of Sale shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

17.4.    Orders and these General Terms of Sale, including Your rights and obligations therein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. MPD may freely assign any Order or these General Terms of Sale. The terms and conditions set forth in any Order or these General Terms of Sale shall be binding upon assignees.

17.5.    All notices sent under these General Terms of Sale shall be in writing and delivered by prepaid commercial courier or by email. Notices to MPD shall be sent to MPD,  320 Newport Way NW, Issaquah, WA , United States of America, and legal@machineprototypedesign.com and notices to You shall be sent to the contact person provided by You in Your Order. Notices are deemed delivered upon dispatch of mail or email.

17.6.    These General Terms of Sale, together with an accepted Order, the Privacy Policy (defined below) and our MPD Terms of Use, 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).

17.7.    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 2 through 18 shall survive.

17.8.    These General Terms of Sale are subject to occasional revision. If we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to us (if any), and/or by prominently posting notice of the changes on our website. You are responsible for providing us with Your most current email address. In the event that the last email address that You have provided us is not valid, or for any reason is not capable of delivering to You the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Placement of an Order following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If You do not place an Order within thirty (30) calendar days following our dispatch of an email notice to You (if applicable) or thirty (30) calendar days following our posting of the changes on our website (if applicable) nor explicitly object to the applicability of the changes in writing within thirty (30) calendar days after our dispatch of the e-mail notice or (if applicable) our posting of the changes on our website, then the expiration of the thirty (30) days will indicate Your acknowledgement of such changes.

17.9.    If, contrary to Section 1 hereto, 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 Parts are custom, made to order, no right (statutory or otherwise) of withdrawal or cancellation applies.

17.10.    Information about how we collect and/or process Your personal data is provided in our privacy policy (“Privacy Policy”).

17.11.    You confirm that You are acting on Your own behalf and not for the benefit of any other person. Your relationship to MPD is that of a user, and neither party is an employee, agent, partner, franchisee, owner, joint venturer or representative of the other party.

17.12.    The communications between You and us use electronic means, whether You use our website or send us emails, or whether MPD posts notices on our website or communicates with You via email. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

17.13.    The Section titles in these General Terms of Sale are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

17.14.    The contractual relationship is non-exclusive. Each party is free to contract with other third parties subject to its obligations under these General Terms of Sale. You agree that nothing (including reviewing Your files and/or quote) will preclude us from manufacturing other parts or working with other companies, whether or not those companies or parts are substantially similar to, or competitive with, Your files, Parts or Order and/or the services that we provide to You.

17.15.    All the words, phrases, terms and meanings under these General Terms of Sale shall only be construed and interpreted in the English language. All the notices, documents, legal or arbitration proceedings initiated or given pursuant to these General Terms of Sale shall be in English language only.

17.16.    Copyright © 2021 MPD. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on our website or any Order are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

18.    Governing Law and Exclusive Forum

18.1.    The applicability of the UN Convention on the International Sale of Goods is excluded.

18.2.    Unless provided otherwise by operation of applicable mandatory law, any dispute, claim, clause of action or proceeding arising out of, or in connection with, these General Terms of Sale, the relationship between MPD and You or Your use of our services, on any basis whatsoever, shall be brought in the state or federal courts located in King County, Washington 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. The laws of the State of Washington will apply respectively to any disputes arising out of or relating to these General Terms of Sale, without regard to conflict of laws principles.  

18.3.    We are located at the address listed in these Terms.