Charleston Fab Lab Customer Agreement
Charleston Fab Lab LLC offers digital manufacturing services, rapid prototyping services and/or
quotations for such services (Services) under the following Terms and Conditions:
1. DIGITAL MANUFACTURING, RAPID PROTOTYPING AND FINISHING SERVICES.
1.1 QUOTATIONS. From time to time the Customer may request price quotations (FabLab Quotes)
from
FabLab for the production of; end use parts, a rapid prototype part (Parts) and/or provision of
other Services including Collaborative Digital Manufacturing. The FabLab Quote requires the
Customer to submit all of its desired specifications which may include any critical tolerance or
certification requirements (Specifications) for the Part to FabLab. FabLab will provide all quotes
promptly after receipt of the Customers request, unless manual quoting is required based on the
attributes of the request and/or part(s). Each FabLab Quote is only valid for 30 days from the time
the quote is made. However, FabLab reserves the right to adjust any quote if the Customer makes
changes to the applicable Quantity, Materials or Specifications.
1.2 ORDERS. Once the Customer has obtained a FabLab Quote, the Customer may accept the quote
from FabLab and may submit a written order (“Order”) requesting FabLab to produce the Part(s)
quoted. The total fees for each Order shall include the applicable amount specified in the FabLab
Quote for the Part(s), plus all applicable taxes and all shipping charges (collectively, the Fees). To
submit an Order, the Customer must pay the Fees in advance by providing FabLab with valid credit
card account information or pay an agreed percentage of the Fees , the amount to be determined by
the parties on a case by case basis, but in any case any such amount must be agreed to in writing. Once an electronic Order confirmation has been delivered to the Customer, the Order is binding on
both parties, and may not be cancelled/changed except by mutual written agreement pursuant to
section 1.2.1. FabLab reserves the right to accept or reject any Order for any reason. FabLab agrees to sell to Customer, and Customer agrees to purchase, the Part(s) and/or Services that
are set forth in any purchase order, credit card order or any other FabLab-approved written purchase
agreement tendered to FabLab (each a "Purchase Order"), any and all of which shall be solely
governed by the terms of sales set forth at: https://www.facebook.com/TheCharlestonFabLab/info
(the ‘Terms’). No purported waiver or other modification of these Terms will be effective unless, and
only to the extent, specified by an express waiver or modification signed by an executive officer of
Charleston Fab Lab LLC. All other proposed modifications or waivers (whether whole or partial) of
these Terms are hereby objected to and rejected in all respects. The provisions of such referenced
Terms shall have the same force and effect as though set forth herein in their entirety. Any Order is
expressly limited to these Terms, and FabLab shall not enter into any contract with any party who
does not assent to these Terms. FabLab objects in advance to any different or additional term or
terms offered by Customer in any purchase order, email, or other Customer communication. Customer agrees that any performance on the part of FabLab shall not be construed as an
acceptance of any additional or different term or terms offered by Customer, but only as a
performance under the Terms. Customer also agrees that, should this Agreement require
interpretation, the knockout rule of S.C. These Terms: (i) constitute the entire agreement and understanding between the parties regarding
the terms of each Part and/or Services sale, and supersede all prior and contemporaneous
representations, promises, statements, agreements and understandings, written or oral, regarding
the subject matter hereof; and (ii) may only be modified and/or waived by a written agreement
executed by both parties. Notwithstanding the foregoing, these Terms may be modified by FABLAB
from time to time and in its discretion, by delivery of replacement Terms to Customer, and by posting
such then-current Terms at https://www.facebook.com/TheCharlestonFabLab/info.
1.3 CANCELLATION/CHANGE ORDERS. Customer refunds for cancelled/changed orders based on the
following:
75% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after order
placement and before build start.
25% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after start of
build and before part finishing.
0% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after start of
finishing and before shipping.
0% credit on Product, Tax & Shipping for Orders cancelled/changed after shipping. Orders can only be cancelled/changed by FabLab personnel. Please contact your account manager by
telephone at: 843-566-6434 or via email at [email protected] if you need to make
changes to your order.
1.4 REPEAT/SIMILAR ORDERS. FabLab processes each Order as a new order. If the Customer
requires an Order to be processed the same as a previous Order the Customer must reference the
previous Order number on the new Order.
1.5 DELIVERY STANDARD. FabLab will use commercially reasonable efforts to provide all Parts to the
Customer in accordance with this Agreement and within the timeframe provided by FabLab shortly
after time of Order. Partial shipments are allowed and may require additional charges.
1.6 FREIGHT ON BOARD (F.O.B.): Shipments are F.O.B. shipping point. Any damage to product during
transportation is the responsibility of the carrier and customer. Customer is responsible for
submitting claims to the carrier for damages.
2. CUSTOMER SATISFACTION. If any Part does not meet the Specifications, and the Customer notifies FabLab within two business
days of receipt, the Customer must return the Part (at FabLab’s expense) within five business days of
receipt and receive a replacement Part, or a full refund of the Part Fees (exclusive of applicable taxes
and shipping charges). Failure to return a Part in this manner shall constitute acceptance of the Part
by the Customer.
3. OWNERSHIP OF INTELLECTUAL PROPERTY.
3.1. CUSTOMER OWNERSHIP. The entire right, title and interest, including all copyright, patent, trade
secret, mask work and trademark rights (Intellectual Property), in and pertaining to any
Specifications shall be owned solely by the Customer.
3.2 FABLAB RIGHTS. Notwithstanding Section 3.1, FabLab shall retain all right, title and interest,
including all Intellectual Property, in the underlying software, technology, methodologies and know-
how used by FabLab in performing its Services and producing Parts.
4. COMPLIANCE WITH LAWS. Buyer shall comply with all applicable statutes and government rules, regulations and orders,
including those pertaining to the United States Export controls, including the International Traffic in
Arms Regulations (ITAR), 22 CFR Parts 120 through 130, Export Administration Regulations (EAR), 15
CFR Parts 730 through 774, in the performance of this Purchase Order. In the absence of available
license exemptions or exceptions, the Buyer must obtain the appropriate licenses or other approvals,
if required, for exports of hardware, technical data, and software, or for the provision of technical
assistance. The Buyer must obtain export licenses, if required, before using foreign persons in the
performance of this Purchase Order, where the foreign person will have access to export-controlled
technical data or software. The Buyer is responsible for all regulatory record-keeping requirements
associated with the use of licenses and license exemptions and exceptions.
5. LIMITED WARRANTIES.
5.1 NATURE OF PROTOTYPE MODELS. Customer acknowledges and agrees that all Parts are
intended to be used for initial design analysis only, and that no warranties exist or are offered as to
materials, strength, tolerances or other Part characteristics. All Parts are delivered and accepted in
AS IS condition, and FabLab HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR
ANY FabLab PARTS OR SERVICES. Customer also acknowledges and agrees that in no event will
FabLab be liable for any damages of any nature under any circumstances, including FabLab’s alleged
negligence, and that the aggregate liability for any claim(s) awarded by any court of competent
jurisdiction will in no event exceed the limitations identified in Section 5 below. Customer further
agrees that these disclaimers, exclusions and limitations of liability are a material and essential
condition of this Agreement, and that the Parts and Services would not be made available, or would
be made available on materially different terms in the absence of these conditions.
5.2 CUSTOMER WARRANTIES. The Customer hereby warrants that (a) it has the right to provide the
Specifications to FABLAB; (b) the use of the Specifications and such other materials provided by the
Customer to produce a Part will not violate or infringe any intellectual property or other legal rights
of any third party; and (c) any software or Part files delivered by the Customer to FABLAB will be free
of any viruses, time bombs and other harmful programming routines.
6. LIABILITY.
6.1 LIMITATION OF LIABILITY. FabLab HEREBY DISCLAIMS AND EXCLUDES ALL LIABILITY FOR ANY
PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOST PROFITS, ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS
SUBJECT MATTER, WHETHER SUCH DAMAGES ARISE BY CONTRACT, TORT (INCLUDING NEGLIGENCE),
OR OTHERWISE.
6.2 LIMITATION OF AGGREGATE DAMAGES. FabLab’s AGGREGATE LIABILITY FOR ANY DAMAGES
SUFFERED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER,
WHETHER ARISING BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT
EXCEED THE FEES PAID BY THE CUSTOMER FOR THE APPLICABLE PART ALLEGED TO HAVE CAUSED
SUCH DAMAGE.
6.3 INDEMNITY. The Customer shall indemnify, defend and hold harmless FabLab and its directors,
officers, employees and agents from all losses, liabilities, damages and expenses (including
reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions
or other proceedings made or instituted by any third party against any of them and arising out of: (i)
any claim that any Specifications, Parts or any other materials provided to FABLAB in connection with
an Order violate or infringe the intellectual property or other legal rights of any third party; or (ii) any
use of a Part by the Customer or its employees, agents or contractors.
7. TERMINATION. Either the Customer or FabLab may terminate this Agreement at any time upon written notice to the
other party, but all Orders previously submitted and confirmed shall remain binding upon the parties. Sections 3-6 and 8 shall survive the termination of this Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 INDEPENDENT CONTRACTORS. The parties are independent contractors and will so represent
themselves in all regards. Neither party is the agent of the other and neither may bind the other in
any way.
8.2 NO WAIVER. Neither party will be deemed to have waived any of its rights under this Agreement
by lapse of time or by any statement or representation other than (i) by an Authorized
Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will
constitute a waiver of any prior or subsequent breach of this Agreement.
8.2 FORCE MAJEURE. To the extent caused by force majeure, no delay, failure, or default will
constitute a breach of this Agreement.
8.4 ASSIGNMENT & SUCCESSORS. Neither party may assign this Agreement or any of its rights or
obligations hereunder without the other’s express written consent, except that either party may
assign this Agreement to the surviving party in a merger of that party into another entity. Except to
the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the
benefit of the respective successors and assigns of the parties.
8.5 CHOICE OF LAW & JURISDICTION. This Agreement and all claims and disputes arising out of,
incidental to, or relating to this Agreement, will be governed by, construed, and enforced in
accordance with the internal laws of the State of South Carolina without reference to such State's
principles of conflicts of law and regardless of whether these claims sound in contract, in tort, or
otherwise. Customer consents to the personal and exclusive jurisdiction of the federal and state
courts of Charleston County, South Carolina.
8.6 SEVERABILITY. To the extent permitted by applicable law, the parties hereby waive any provision
of law that would render any clause of this Agreement invalid or otherwise unenforceable in any
respect. In the event that a provision of this Agreement is held to be invalid or otherwise
unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum
extent permitted by applicable law, and the remaining provisions of this Agreement will continue in
full force and effect.
8.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
8.8 CONSTRUCTION. The parties agree that the terms of this Agreement result from negotiations
between them. This Agreement will not be construed in favor of or against either party by reason of
authorship.
8.9 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the parties and
supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the
subject matter hereof. Neither party has relied upon any such prior or contemporaneous
communications.
8.10 AMENDMENT. This Agreement may not be modified except by authorized representatives of
each party in a written contract signed by both parties.
