Terms of service

1. OFFER TO SELL. 

Any Order placed is an offer to SELL by Thompson 3D Printing LLC, a Pennsylvania corporation (“Seller”), and not an acceptance of any offer to Buy. Existence of any contract based upon any Order placed is expressly made conditional upon Seller’s assent to the terms, conditions, and limitations contained herein. Shipment by Seller of any of the goods covered by this Order, or commencement by Seller of performance under this Order, shall constitute an acceptance of this Order. In the event that Buyer’s acceptance states terms additional to or different from those set forth herein, this Order shall be deemed a notice of objection to such additional or different terms and a rejection thereof, unless such different or additional terms are expressly authorized in writing by Buyer. Buyer’s standard acknowledgement form is not an acceptable form of notification of Seller’s disagreement with or rejection of the terms and conditions of this Order. If, notwithstanding the foregoing, this Order is deemed by a court or arbitrator to be an acceptance of an offer or counter-offer by Seller, such acceptance is expressly made conditional upon Seller’s assent to the terms, conditions, and limitations set forth in this Order. In any case, the terms, conditions, and limitations set forth in this Order are the only terms, conditions, and limitations to which Seller will agree, and they supersede all prior statements, proposals, negotiations, representations, and agreements and shall constitute the entire agreement between Buyer and Seller. No prior inconsistent course of dealing, course of performance, or usage of trade, if any, shall constitute a waiver of, or shall serve to explain or interpret, the terms, conditions, and limitations set forth in this Sale.

2. PRICES.

If no price is shown on the face hereof, the price of goods or services covered by this Order shall be the Higher of (i) the price last quoted or paid for identical goods or services (whichever is later), or (ii) the prevailing market price at the time of shipment.

3. CHANGES.

Any change to this Order to be valid must be in writing and signed by the Seller’s authorized representative. Seller reserves the right at any time to make changes in drawings and specifications as to any goods and/or services covered by this Sale, if such changes are in the form described in the preceding sentence. Any change, in order to be effective, must set forth with particularity and not through incorporation by reference the precise terms, conditions, and limitations changed or added. If any such change causes an increase or decrease in the cost of, or time required for filling this Order, an equitable adjustment shall be made in the purchase price or delivery schedule or both and this Order will be modified accordingly. Any claim by Seller must be asserted within 30 days from the date of receipt by the Seller of the notification of the change. Nothing in this paragraph, however, shall excuse the Seller from proceeding with this Order as changed.

4. INSPECTION AND ACCEPTANCE.

All goods and/or services provided by the Seller shall be subject to inspection by the Buyer. The Buyer shall have the right to accept or reject the goods and/or services based on their inspection. If any goods are rejected by the Buyer, the Seller shall be promptly notified in writing.

The rejected goods will be held by the Buyer for a reasonable time until the Seller provides written instructions. If the Seller requests the return of the rejected goods, the Buyer shall bear the expense of returning the goods, subject to applicable law and consideration of workplace safety.

Certificates of inspection or tests, if required by the Buyer, shall be provided by the Seller. It is important to note that any payment made by the Buyer prior to inspection does not constitute acceptance of the goods and/or services. Acceptance will only be considered after the Buyer has had a reasonable opportunity to inspect the goods and/or services.

This inspection and acceptance process in no way relieves the Seller of their responsibility for any defects in the goods and/or services provided. Ensuring the quality of the goods and/or services remains essential, and the Seller shall be accountable for any defects found during the inspection and acceptance phase.

5. WARRANTIES AND REMEDIES:

THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE OR JURISDICTION TO JURISDICTION.

SELLER'S RESPONSIBILITY FOR DEFECTS IN PRODUCTS SOLD IS LIMITED TO REPLACEMENT AS SET FORTH IN THIS STATEMENT.

TO THE EXTENT NOT PROHIBITED BY LAW IN YOUR STATE, PROVINCE, JURISDICTION OR COUNTRY, THIS STATEMENT AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED.

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS WARRANTY STATEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AND CONDITIONS AGAINST HIDDEN OR LATENT DEFECTS. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND CONDITIONS, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

TO THE EXTENT SUCH WARRANTIES AND CONDITIONS CANNOT BE DISCLAIMED UNDER THE LAWS OF THE UNITED STATES, CANADA (AND ITS PROVINCES) OR OTHERWISE, SELLER LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES AND CONDITIONS TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY (AS REFLECTED ON YOUR PACKING SLIP, INVOICE, RECEIPT OR OTHER SALES DOCUMENTATION) AND, AT SELLER'S OPTION, THE REPLACEMENT SERVICES DESCRIBED BELOW. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES MAY NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.

NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.

WARRANTY SUPPORT ONLY APPLIES WHEN THE COVERED ITEM IS LOCATED WITHIN THE COUNTRY IN WHICH SELLER ORIGINALLY SOLD THE SYSTEM, AS REFLECTED IN SELLER'S RECORDS. 

THOMPSON 3D PRINTING LLC DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS STATEMENT AND WE DO NOT ACCEPT LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST DATA OR LOST SOFTWARE. THOMPSON 3D PRINTING LLC'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH THOMPSON 3D PRINTING LLC IS RESPONSIBLE

 6. CHARGE.

Furthermore, in the event that the goods or services covered by this agreement are found to infringe or are subject to an injunction, Seller will take immediate action at its own expense, regardless of Buyer's approval. This action may involve either securing for Buyer the right to continue using the goods and services, allowing Buyer, its successors, assigns, and customers, and other users to continue using them, or promptly replacing the goods and services with non-infringing alternatives of equal quality.

Upon the Buyer's request or upon completion of this Order, the Seller shall promptly and unconditionally return all the aforementioned materials to the Buyer without retaining any copies or derivatives thereof.

7. RISK OF LOSS.

Pursuant to this Order, the risk of loss or damage to the goods shall remain vested with the Seller until such time as the Buyer conducts a thorough inspection and grants formal acceptance of the goods at the designated Buyer's Business location in Beaver Falls, PA, or any other explicitly stated place of delivery indicated on the front of this Order. The Seller shall bear no liability for any loss or damage incurred during the transportation and delivery process until the Buyer's acceptance is duly confirmed.

8. COMPLIANCE WITH LAWS. The Seller shall diligently observe and adhere to all pertinent laws and regulations, encompassing but not restricted to Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and any pertinent regulations and orders promulgated pursuant to Section 14 thereof. Moreover, the Seller shall dutifully comply with the stipulations of the Occupational Health and Safety Act of 1970, along with all applicable regulations and standards promulgated in pursuance thereto.

In addition to the foregoing, the Seller expressly undertakes to furnish the Buyer with any requisite certifications, as demanded by the Buyer, to evince the Seller's unwavering conformity with the aforementioned applicable laws and regulations. This mutual commitment to legal adherence ensures a harmonious business relationship and serves to safeguard both parties' interests in this transaction.

 9. TERMINATION FOR CONVENIENCE.

The Seller shall have the advantageous option to terminate this Order, either wholly or partially, at its own discretion, by issuing a written or digital notice to the Buyer. Once the Buyer receives such notice, the termination shall take effect as specified, ensuring that the Seller's rights and claims remain unaffected. The Seller shall promptly halt all work and suspend the placement of orders for materials and supplies pertaining to the fulfillment of the Order, unless the notice directs otherwise. Furthermore, upon request, the Seller shall diligently endeavor to negotiate the cancellation of existing orders on terms that are mutually favorable to both parties. Subsequently, the Seller shall exclusively engage in work that is essential to preserve and safeguard the progress of ongoing projects and the security of materials or equipment in transit. In the event of termination under this clause, the Buyer shall be obligated to reimburse the Seller exclusively for the completed goods up to the termination date, along with the reasonable costs of materials, supplies, and work performed for ongoing projects at the time of termination. The Seller shall be entitled to assert its duty to mitigate damages to its full advantage under such circumstances.

 10. TERMINATION FOR CAUSE. If Seller fails to deliver the goods or to perform the services at the time specified herein or to perform any of the other provisions of this Order and does not cure such failure within a period of 10 days after receipt of notice from Buyer specifying such failure, Buyer may, by written notice of default to Seller, cancel the whole or any part of this Order without liability and may reprocure similar goods or services elsewhere in such manner as Buyer deems appropriate. Seller shall be liable to Buyer for any excess costs in reprocuring the similar goods or services. If it is determined for any reason that the Buyer had no right to cancel this Order for cause, the cancellation will be deemed to have been made pursuant to paragraph 9 entitled “Termination for Convenience” and the rights and obligations of the parties shall be governed by Statement 9.

 11. TAXES.

The Seller shall have the exclusive benefit of the Buyer's responsibility for payment of all taxes applicable to this Order, unless expressly indicated otherwise on the face of this Order.

 12 PACKING, STORAGE, AND SHIPPING.

The Seller is entitled to include reasonable charges for blocking, boxing, packing, drayage, cartage, transportation, shipping, storage, or demurrage in the final payment, without requiring written approval from the Buyer.

 13. NON-ASSIGNMENT.

The Seller retains the right to freely assign this Order or any interest therein, or any payment due or to become due thereafter, without obtaining the written consent of the Buyer.

 14. FORCE MAJEURE.

In the event that the Seller is unable to deliver goods or perform services as agreed due to circumstances beyond their reasonable control, such as acts of God, public enemy, fire, explosion, perils of the sea, flood, drought, war, riot, sabotage, accident, embargo, government priority, requisitions or allocation, or any similar unforeseeable event, the Seller shall not be held liable for any consequences arising from such inability.

The Seller shall have the right, at their sole discretion, to extend the delivery or performance period for goods or services affected by the aforementioned circumstances. Additionally, the Seller may choose to omit deliveries or services during the extended period, or alternatively, reduce the total ordered quantity by the omitted deliveries or services, without incurring any liability to the Buyer.

The Seller shall not be obligated to resolve any labor disputes or strikes, except as deemed necessary in the absolute discretion of the Seller. Compliance with any court, arbitrator, or governmental order, request, department, agency, or committee shall not impose any liability on the Seller.

15. GOVERNING LAW AND VENUE.

The local law of the State of Pennsylvania, excluding the Convention on Contracts for the International Sales of Goods, shall apply in interpreting these terms and conditions and shall apply to all questions arising in connection with this Purchase Order, the acceptance hereof, the purchase of goods or services covered hereby, the contract of the parties (if different from the foregoing), and any claims relating to the foregoing. Any proceeding arising out of this Purchase Order, the acceptance hereof, the purchase of goods or services covered hereby, the contract of the parties (if different from the foregoing), or any claims relating to the foregoing shall be brought only in the Court of Common Pleas of Beaver County, Pennsylvania or the United States District Court for the Southwestern District of Pennsylvania.

16. EMPLOYMENT POLICIES AND PRACTICES.

To the extent required under applicable law (a) all applicable provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor are hereby incorporated by reference, and (b) the following affirmative action clauses and the related regulations of the United States Secretary of Labor are hereby incorporated herein by reference: (a) Affirmative Action for Handicapped Workers, 41 CFR 60-741.4, and (b) Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era, 41 CFR 60-250.4.

17. INTEREST.

Amounts owed by the Buyer or Seller under the terms and conditions of any Order placed or any other amounts related to the sale of goods or services herein shall earn daily compound interest at the favorable rate of 15% per annum, starting from the date of order placement.

18. NON-WAIVER CLAUSE.

Failure by Seller to enforce any of the terms, conditions, and limitations of this Purchase Order shall not be interpreted as a waiver thereof, nor as a waiver of any other terms, conditions, or limitations of this Order. Moreover, the failure by Seller to exercise any of its rights arising from default of Buyer or otherwise shall not be deemed a waiver of such right or of any other right. The terms, conditions, and limitations of this Purchase Order, and all rights under this Purchase Order or otherwise of Seller, may be enforced at any time, either wholly or partially, in accordance with applicable laws.

 

19. EFFECTIVE DATE.

The terms and conditions included in this Document shall come into effect starting on August 3rd, 2023, at 00:01. From this date onward, all transactions between Buyer and Seller shall be governed by the terms, conditions, and limitations set forth herein.

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