Forge Labs Inc.

Updated August, 2020

Offer and Acceptance. This document from Forge Labs Inc. contains the entire terms and conditions associated with this transaction. Forge Labs Inc. objects to any different or additional terms or conditions contained in any request for quotation, purchase order or other document of the Buyer, and no such different or additional terms shall be effective or binding upon Forge Labs Inc. unless agreed to in writing and signed by an officer of Forge Labs Inc.. If the Buyer issues a purchase order or other writing addressing the subject matter of this transaction, that writing shall be for the Buyer's internal purposes only and the terms and conditions contained therein shall have no force or effect, unless agreed to in writing and signed by an officer of Forge Labs Inc

Quotations. Quotations are valid for 30 days unless stated otherwise and are subject to review upon receipt of finalized engineering data or any pertinent additional information. Any reduction in quantity will necessitate a revised quotation. Minimum order of $50.00 required on all jobs. All prices are in Canadian dollars. All electronic data will be held on file for 30 days after quotation has been distributed.

CAD Data. Customer is responsible for providing STL or native CAD files and verifying correct and valid data before use in manufacturing. If multiple CAD and or Engineering information formats are provided to define engineering specifications, Forge Labs Inc. may use any of the provided formats for manufacturing and cannot accept responsibility for identifying discrepancies between such formats.

Ordering. Delivery estimates are subject to confirmation at time of order. All electronic data will be held on file for 60 days after receipt of order. Should customer request changes to mold or part once job has started additional cost and time may be incurred. Adjustments will be sent to customer in writing for approval prior to resuming.

SLA/SLS/MJF/FDM Projects. Forge Labs Inc.'s Standard Design Guidelines apply to all 3D Printing technologies & projects. Projects require that  a STEP,  Parasolid, .STL or solid surface .IGS files be either provided by the client or created by Forge Labs Inc.. This creation can be quoted on request. Standard procedure is to finish only the obvious show surfaces of a pattern. Customer must advise if any other surfaces should be finished as well at time of quotation.

Shipping. Forge Labs Inc. cannot be held liable for parts damaged in transit. A specific shipment method may be requested at time of order if an account number for billing is provided. Forge Labs Inc. reserves the right to choose alternate shipping if deemed necessary.

Billing. All prices in Canadian dollars, buyer is responsible for paying duties, levies, and taxes which are extra. Payment terms are NET 30 upon approved credit, unless arranged otherwise. We reserve the right to withhold shipment of parts if an account is in arrears or a credit card has been unable to be processed. All jobs in excess of five thousand may require a deposit to begin work. No third party billing will be accommodated.

Sales Tax. All duties, levies and taxes are extra. Sales or use taxes, excise taxes on transportation, property taxes, and other direct taxes are customer responsibility, whether such taxes are international, federal, state or local. Any forms deemed necessary to waive the collection of any sales tax must be provided to Forge Labs Inc. upon request.

Warranties, Liability, Workmanship. Forge Labs Inc. assumes no responsibility for the design of the goods that are the subject of this transaction. To the extent that Forge Labs Inc.'s personnel recommend design modifications or provide design analysis, simulation or advice, they do so to help meet the requirements of Forge Labs Inc.'s own manufacturing process. These recommendations should be reviewed and verified by customer prior to manufacturing. All recommendations do not have guaranteed results but are used as general practice. Customer retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction. Forge Labs Inc. will, to the best of its ability, provide a part representative of the Buyer supplied 3D CAD geometry that conforms to Buyer requested dimensions and tolerances specified on Buyer supplied 2D drawings. This work is done on a "best effort" basis. Forge Labs Inc. is not responsible for incorrect, inaccurate or unaccommodating specifications or desired secondary operations specified by Buyer either verbally or on Buyer supplied 2D drawings. Forge Labs Inc. does not assume any liability for intent of use, regulation, license, or misuse of existing intellectual property including patent infringement, copyright or trademark infringement or other legal conditions that are the responsibility of the products originator or financially responsible party.

Materials. Forge Labs Inc. assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. Buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Forge Labs Inc. meet any regulatory requirements or specifications.

Indemnification. Buyer shall defend, indemnify and hold harmless Forge Labs Inc. (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys' fees and expenses, fines, taxes, penalties or any other governmental sanctions of any kind) (i) resulting from or arising out of any breach of any representation, warranty or covenant of Buyer or its affiliates hereunder; (ii) if Buyer has supplied Forge Labs Inc. with drawings, designs or other specifications for the goods or services, arising out of any assertion that any goods manufactured by Forge Labs Inc. (or the act of manufacturing such goods) according to those drawings, designs or other specifications infringe or misappropriate any patent, copyright, trade secret or other proprietary right; (iii) otherwise arising out of or related to this transaction; or It is specifically understood that Buyer shall indemnify and defend Forge Labs Inc. and hold Forge Labs Inc. harmless from claims that Forge Labs Inc. was itself negligent or otherwise at fault.

Force Majeure. Forge Labs Inc. shall not be liable for any failure to manufacture, deliver or provide, or for any delay in the manufacture, delivery or provision of, any goods to be provided hereunder if such failure or delay is caused by acts of God, fire, storm, earthquake, strikes, blackouts, labor disputes, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, serious public health nuisance or any similar cause over which Forge Labs Inc. is unable to exercise control.

Overdue Invoices. Invoices are due 30 days following submission. In addition to any other remedy available to Forge Labs Inc.  at law and/or as set out in this Agreement, invoices not paid within 30 days are subject to interest at the rate of 2% per month, compounded monthly (26.82% annually), on any unpaid sum with interest accruing from the invoice date. If payment is past due, Forge Labs Inc. may suspend performance of the Services and withhold documentation, deliverables, or printing infrastructure until all payments due are received.

Forge Labs Inc. accepts no liability whatsoever, and is working on a best effort basis, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY OTHER TYPE. This provision shall apply irrespective of whether or not a sample has been delivered to the Buyer. In no event shall the Seller be liable for consequential damages nor shall the Seller's liability on any claim for damage arising out of or connected with the manufacture, sale or use of any of its parts ever exceed the price paid therefore. These terms and conditions are subject to change without notice.