These Standard Terms and Conditions of Adaptive Designs, LLC constitute the agreement governing your use of Adaptive Designs manufacturing services, part production services provided through the website located at https://www.adaptivedesigns.com , the web link provided to you as a user of the website, or otherwise.
These terms and conditions coupled with any quote that you accept form a legally binding contract
between you and Adaptive Designs, LLC. (the “Agreement”) governing your use of the Services. You are deemed to have accepted this Agreement without modification upon the first time you access the
Website. Additionally, we require you to expressly acknowledge your agreement to these terms prior to requesting a quote or submitting any files for Services.
As our customer, you are responsible for all orders placed and for ensuring that all information provided in a quotation is accurate and complete. By your use of the Website, you agree that you shall not use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the Website or to intercept or expropriate any system, data or personal information from the website.
In addition, you are prohibited from submitting to Adaptive Designs a request for quotation or order for firearms as that term is defined in 27 CFR 478.11, Subpart B (this includes but is not limited to “[a]ny
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” where “frame or receiver” is defined as: “That part of a firearm which provides
housing for the hammer, bolt or breechblock, and firing mechanism”). You agree that you will not
submit any technical information related to firearms as that term is defined in 27 CFR 478.11, Subpart B
to Adaptive Designs, and that you will not use the Services to produce any such items.
Orders and Payments
If applicable, once you have obtained a quote from Adaptive Designs, you may accept such quote and submit your order requesting that Adaptive Designs produce your desired product. If applicable, the total fees for each order will include the applicable quote, all applicable taxes and all applicable shipping charges. To submit an order, you must pay any and all fees due either (i) in advance through the use of your credit card or (ii) pursuant to such credit terms as pre-approved by Adaptive Designs. Once you receive an electronic or other confirmation of your order, such order is binding on both you and Adaptive Designs and may not be cancelled except by mutual agreement.
Adaptive Designs terms and conditions constitute the entire agreement between the parties. Adaptive Designs rejects any additional or inconsistent terms and conditions offered by the Customer at any time or in any acknowledgment or acceptance form, purchase order or other document used by the Customer and irrespective of Adaptive Designs acceptance of such order or payment from the Customer without need for such rejection to the Customer and any such additional or inconsistent terms and conditions shall not become part of Adaptive Designs terms and conditions unless in writing and signed by an Executive Officer of Adaptive Designs.
Title, Risk of Loss and Delivery
If conditions arise which prevent compliance with delivery schedules, Adaptive Designs will not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay. However, Adaptive Designs will use all reasonable efforts to give notice of delays. Delays will not be grounds for cancellation. Delivery occurs Ex Works on the actual shipping date, and title and the risk of loss transfer to you upon shipment’
All products produced and sold or conveyed pursuant to this Agreement are warranted to conform with such specifications as mutually agreed upon by the parties. In the event that, within three (3) business days of your receipt of the product, you shall determine that any product is not in conformity with such specifications, you shall return such product to Adaptive Designs for analysis. We will have five (5) business days to complete our analysis of such product. If the product does not meet the agreed upon specifications, Adaptive Designs shall, at our sole option, either (i) replace such product with a corresponding product that meets such specifications, or (ii) accept for return such product for credit or refund, if applicable.
THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR PURPOSES, EACH OF WHICH IS HEREBY DISCLAIMED. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR WEBSITE OR SERVICES AND HEREBY NOTIFY YOU THAT OPERATION OF THE WEBSITE MAY BE INTEFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. USE THE WEBSITE AT YOUR OWN RISK
Export Control Regulations and Export of Data
Adaptive Designs may send certain information you provide to other suppliers in the United States in
order to obtain a quotation or take advantage of certain specialized processes. Adaptive Designs is not in a position to independently assess whether your information is subject to export control restrictions. You agree to inform Adaptive Designs if there are any limitations, restrictions, or prohibitions on the export of any data, documentation, drawings, or specifications
(collectively in this section, “Data”) that you submit to Adaptive Designs. For example, Data may be
controlled under the International Traffic in Arms Regulations (ITAR), administered by the U.S. Department of State, the Export Administration Regulations, administered by the U.S. Department of
Commerce, or comparable non-U.S. regulations. These regulations may restrict or prohibit the export of Data to certain countries.
If your Data is subject to export control restrictions or prohibitions, you must inform Adaptive Designs in writing or through the Website of the applicable jurisdiction and classification (e.g., whether it is
controlled under the United States Munitions List or Commerce Control List as well as the level of
control under each list) of the Data so that Adaptive Designs can make an informed decision about
sending the Data in compliance with the applicable regulations. You must provide this information to
Adaptive Designs in writing at the time you submit the Data to Adaptive Designs for quotation.
Absent specific information provided in writing, Adaptive Designs will assume there are no restrictions or prohibitions on sending the Data. Adaptive Designs assumes no responsibility for incorrect or incomplete export-control information provided under this section of the Agreement.
Limitation of Liability
Adaptive Designs will not be responsible to you for consequential, exemplary or incidental damages
(such as loss of profit or employee's time) regardless of the reason. In no event shall the liability and/or obligations of Adaptive Designs arising out of the purchase of products by you or others exceed the purchase price of the products.
You agree to indemnify Adaptive Designs, LLC from and against any and all claims and damages of any kind (including attorney’s fees) resulting from your use of the Services, the Website, or from your breach of any provision of this Agreement. This indemnity includes any legal fees, fines, damages, or other expenses related to an enforcement action under U.S. or non-U.S. export control laws based on
incorrect or incomplete export-control information provided under the “Export Control Regulations and Export of Data” section of this Agreement.
Adaptive Designs is committed to maintaining the confidentiality of the confidential information that
you submit in connection with receiving a quote or ordering a product. We acknowledge and agree that any specifications or documentation, including .stl or other build files, that you submit to Adaptive
Designs may contain valuable proprietary information, ideas and expressions. Accordingly, Adaptive
Designs will use a reasonable degree of care (and require that its employees use such care) to keep such confidential information confidential, and shall not use or disclose such confidential information except as required to perform the Services. Notwithstanding the foregoing, Adaptive Designs uses third party partners in delivering the Services from time to time. Those partners are also obligated to maintain the confidentiality of you proprietary information. By agreeing to these terms, you explicitly consent to Adaptive Designs providing your confidential information to these partners. The foregoing
confidentiality obligation does not apply to information in our possession before your disclosure, information that is generally publicly available, information received by us from a third-party without a
confidentiality obligation to you or to any disclosure of information required by law or court order. You
recognize that Adaptive Designs provides similar services to others. We will not, however, use your
confidential information in performing those services.
Unless otherwise agreed to by Adaptive Designs in the order, if any products that you order require
tooling, such tooling will remain the proprietary property of Adaptive Designs and any costs related to
such tooling will be your responsibility. Adaptive Designs will provide adequate tooling for the quantity specified in the order. Future orders submitted for similar products may require new tooling and related costs.
A. The laws of the State of California and the federal laws of the United States will govern this
Agreement without regard to the principles of conflicts of laws. All disputes relating to this Agreement
will first be attempted to be resolved by negotiation. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in Orange County, California, 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.
B. Both Adaptive Designs and Customer will comply with all laws applicable to the Agreement
C. All notices given under the Agreement will be effective when received in writing. Notices to the
Customer and Adaptive Designs will be sent to the address provided in the Agreement.
D. Changes to the Agreement must be in writing and must be signed by both parties.