Supplier Terms and Conditions
Last Updated: 09/22/2020
This Manufacturing Services Agreement (the “Agreement”) is made and entered into between SyncFab Co. (“SyncFab”) and you (“You”, “Your”, and “Supplier”), as of the date that You accept this Agreement as provided in this preamble. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING SYNCFAB’S WEBSITE (THE “WEBSITE”), CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SYNCFAB, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN SYNCFAB’S PARTNER MANUFACTURING PROGRAM AS DESCRIBED BELOW. SyncFab’s General Terms and Conditions available at: https://syncfab.com/general-terms-and-conditions(“General Terms”) are incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the General Terms, or between the terms of this Agreement and any subsequently issued Supplier invoice(s), the terms of this Agreement shall supersede and control to the extent of any such conflict.
Please note that SyncFab may modify these terms and conditions at any time, and such modifications shall be effective immediately upon posting of the modified version on the Website for orders placed after such modifications have been posted. SyncFab will also update the “Last Updated” date at the top of this Agreement. If SyncFab makes any material changes, and You have registered with SyncFab to create an Account (as defined below), SyncFab may also send You an email to the last email address You provided pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new participants in the Program (as defined below) and will be effective thirty (30) days after posting or providing notice of such changes on the Website for existing users (whichever is earlier). SyncFab may require You to provide consent to the updated Agreement in a specified manner before further use of the Website and/or participation in the Program is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the Website and/or participating in the Program. Otherwise, Your continued use of the Website and/or participation in the Program shall be deemed Your conclusive acceptance of the modified terms and conditions.
1. VENDOR MANUFACTURING PROGRAM.
SyncFab hosts and maintains an online platform available at the Website that enables SyncFab’s customers to upload specifications (including three dimensional (3D) models) for their manufacturing projects (each, a “Manufacturing Project”). In order to offer its customers greater efficiencies and the best pricing and quality of manufacturing services, SyncFab maintains a partner manufacturing program consisting of a network of third party manufacturers capable of performing manufacturing services on SyncFab’s behalf (the “Program”). As a participant in the Program, You will have the right to receive work orders from SyncFab, from time to time, for the manufacture of certain Manufacturing Projects (each, a “Work Order”, “Purchase Order”, or “PO”). Each Work Order will identify: (a) shipping terms; (b) delivery location; (c) delivery date(s); (d) the parts, assemblies and items to be delivered (each, a “Part”); (e) the 3D model and other written and specifications related to the Part that have been agreed to by the Customer (as defined below) and SyncFab (the “Specifications”); and (f) compensation to be paid to You. If You indicate Your willingness to accept and are awarded with the Work Order, You will be deemed a “Partner” for the purposes herein, and will perform the work specified in the Work Order in accordance with the terms herein, including Section 3.
2. PROGRAM REGISTRATION.
In order to participate in the Program, You may be required to register for an account on the Website (“Account”). In registering for the Program, You agree to (1) provide true, accurate, current and complete information about Yourself and Your manufacturing capabilities as prompted by the Websites’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your Account. You may not share Your Account or password with anyone, and You agree to (x) notify SyncFab immediately of any unauthorized use of Your password or any other breach of security; and (y) exit from Your Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or incomplete, or SyncFab has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SyncFab has the right to suspend or terminate Your Account and refuse any and all current or future use of the Website and Program (or any portion thereof).
By registering for a SyncFab Account, you acknowledge and agree that SyncFab is permitted to access, preserve, and disclose your account information or User Content (as defined below) if it is required to do so by law or based upon a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) enforce this Agreement; (ii) comply with any mandatory requests for information made by a law enforcement agency, internet service provider or other third-party in the course of a legal proceeding; or (iii) protect the rights and/or safety of SyncFab, the SyncFab Platform, other Users or the public.
Notifications and Service Messages. SyncFab may provide notifications about your SyncFab Account or the SyncFab Platform to Users via email notice, written notice, through posting on the SyncFab Platform, or through other means including mobile telephone, as determined by SyncFab in its sole discretion, to which you hereby consent. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, without limitation, your failure to receive critical information and notices about the SyncFab Platform as a result thereof except to the extent that such failure was caused by SyncFab’s gross negligence or intentional misconduct.
3. MANUFACTURE OF PARTS
3.1 Manufacture and Delivery. Partner agrees to perform the work specified in the Work Order pursuant to the terms therein and this Agreement, including manufacturing, testing, calibrating, inspecting, handling, identifying and otherwise producing the Part(s) in accordance with the Specifications and for the price(s) provided by Partner in its quote for the manufacture and delivery of such Part(s). If tolerances are not specified in the Work Order, then Partner agrees to manufacture Part(s) to the SyncFab manufacturing standards.
You represent, warrant and covenant that: (i) You have a suitable quality management system in place (refer to Partner Guide); (ii) use measures to prevent foreign object damage; (iii) ensure that you and any approved subcontractors do not, use any illegal or counterfeit parts, processes, products, materials, goods or supplies in connection with the manufacture of any Parts; and (iv) You will ensure that Your personnel are aware of their contribution to Part conformity, product safety and that such personnel are at all times working in a manner that is safe and ethical; (v) You will notify SyncFab of any changes in processes, products or services, subcontractor or location; (vi) You will immediately notify SyncFab in writing in the event of any non-compliance with the terms of the Work Order and/or these Terms and Conditions.
Except with respect to finishing processes (e.g. painting, plating, etc.), Partner shall not subcontract or delegate any of its obligations hereunder without the prior written consent of SyncFab. You are solely responsible for any subcontractors, service providers, suppliers, licensors and/or manufacturers (collectively, “Subcontractors”) you engage to manufacture, calibrate, test and otherwise produce any Part, and will indemnity SyncFab for any damages, liabilities, losses, judgments, penalties, settlements, costs and expenses, incurred by SyncFab or its customers as a result of any acts or omissions of such Subcontractors. If required by SyncFab or the applicable customer, you will solely use those Subcontractors designated by SyncFab and/or the applicable customer. You will ensure that all Subcontractors comply with these Terms and Conditions (flow-down), and will immediately notify SyncFab of violation of such terms and conditions by a Subcontractor.
All Parts shall be delivered FCA (Incoterms 2010) to the destination designated in the Work Order, or other place of shipment as specified by SyncFab, and will be packaged in an adequate manner to protect and preserve the Part. All shipment of Parts shall be with an SyncFab approved carrier and with adequate liability and replacement insurance coverage. Unless otherwise stated in the Work Order, all customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be at Partner’s expense. Title to the Parts furnished by Partner shall vest in SyncFab or the customer who submitted the Work Order (the “Customer”), as applicable, when Parts are inspected and accepted by SyncFab or the Customer, as applicable, pursuant to this Agreement.
3.2 Testing and Acceptance of Parts. The Parts made in accordance with this Agreement are subject to an acceptance test by SyncFab and/or the applicable Customer (such party performing the testing, the “Examiner”) before acceptance. The Examiner may, in its sole discretion, reject any portion of any shipment of Part which is not conforming with the Specifications. In order to reject a shipment or Part, the Examiner must give notice to its intent to reject the shipment within twenty (20) business days of the Examiner’s receipt of the shipment. After notice of intent to reject is given, SyncFab will cooperate with Partner in determining whether rejection is necessary or justified. If no such notice of intent to reject is timely received, the Examiner shall be deemed to have accepted such Part (“Accepted”). In the event a Part or shipment is properly rejected in accordance with the terms herein, Partner agrees to promptly, on receipt of notice of rejection, use best efforts to provide replacement Parts, at Partner’s sole cost and expense. The testing and examination process shall resume as set forth above, with the Examiner having an additional twenty business day testing period. If the Examiner determines that the Parts, as revised, still do not comply with the Specifications, the Examiner may either (a) afford Partner the opportunity to repeat the correction and modification as set forth above at no additional cost or charge to the SyncFab or the applicable Customer, (b) SyncFab may itself correct the Part(s) (or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such correction from the fees owed to Partner; or (c) cancel the Work Order without payment of any fees, costs or expenses to Partner.
All Parts must pass Quality Inspection to be eligible for payment. Otherwise, You are liable and agree to accept return of the Part(s) for repair to meet the originally requested specifications.
You will maintain, for a period required by applicable law, or if no such period is applicable, for a period of at least five (5) years after the manufacture of a Part in accordance with applicable Quality Standard(s), complete and accurate books and records related to the manufacture, inspection, validity of inspection equipment, test, rework, repair, identification, traceability, and subcontract for the product or service supporting your compliance with such Quality Standard(s), including books and records related to any retention periods and disposition requirements related thereto. Upon request, you will permit SyncFab, the applicable customer, and regulatory authorities to inspect such books and records, as well as the areas of your facilities applicable to the manufacture such Parts, to confirm your compliance with these Terms and Conditions during normal business hours.
3.3 Compliance with Laws. Partner shall comply, at its sole cost and expense, with all applicable statutes, regulations, rules, ordinances, codes and standards (collectively, “Laws”) governing the manufacture, assembly, transportation, import, export, or sale of Parts. Without limiting the foregoing, in the U.S., this includes all applicable commerce, transportation, environmental, occupational safety, securities, and employment and labor Laws. Partner is hereby on notice that data provided by SyncFab or SyncFab customers may be subject to the International Traffic in Arms Regulations (“ITAR”) or the U.S. Export Administration Regulations (“EAR”). Partner agrees that neither it nor any of its personnel will export or re-export any ITAR- or EAR-controlled data or items without obtaining any required U.S. Government authorization. Partner further agrees that SyncFab and SyncFab’s customers’ data shall only be accessible by U.S. citizens and permanent residents and that it shall not release, export, or reexport such data to anyone other than U.S. citizens or permanent residents unless specifically authorized by the SyncFab in writing. Partner shall maintain appropriate procedures to: (1) detect (a) the unauthorized access to or release of data to non-U.S. citizens or permanent residents, and (b) the export or transfer of data from, or storage of data outside of, the U.S., and (2) obtain and maintain any registration, license, agreement, or other authorization required under the ITAR or EAR. Partner shall promptly notify SyncFab of any actual or suspected violation, and SyncFab may immediately suspend Partner in the event of a violation. Partner shall secure binding obligations from any independent contractors or other parties who have access to SyncFab or SyncFab’s customers’ data or otherwise are performing services or activities in connection with this Agreement to comply with the terms of this Agreement.
3.4 Contact with Customers. Partner acknowledges and agrees that Customer satisfaction is extremely important to SyncFab, and that in order to ensure such satisfaction, SyncFab requires that all communications that take place with respect to any Customer’s Work Order, must take place on or via the Website. As such, Partner covenants and agrees that all contact and communications with a Customer related in any way to any Work Order, shall be conducted exclusively via the Website. Partner further acknowledges that SyncFab may monitor such contact and communications at any time without notice for the purpose of providing the Website and related services.
3.5 Manufacturing Standards. To the extent that tolerances are not specified in the Purchase Order, Supplier agrees to manufacture or replace Part(s) according to manufacturing standards (“Manufacturing Standards”) set forth below:
• Sharp edges will be broken and deburred by default. Critical edges that must be left sharp should be noted and specified on a print.
• For features of size (Length, width, height, diameter) and location (position, concentricity, symmetry) +/- 0.005”.
• For features of orientation (parallelism and perpendicularity) and form (cylindrical, flatness, circularity, and straightness) apply tolerances as follows:
0-12” Tolerance of 0.005” Angularity +/- ½ degree
Over 12”-24” Tolerance of 0.010” Angularity +/- ½ degree
Over 24″-36″ Tolerance of 0.015625″ (1/64) Angularity +/- 1 degree
Over 36″-60″ Tolerance of 0.03125″ (1/32) Angularity +/- 1 degree
Over 60″ Tolerance of 0.0625″ (1/16) Angularity +/- 1 degree
b. Plastic Injection Molding
• Lead time stated is for first article shipment. Remaining production time is confirmed after first article approval.
• Typical first article shipments are 10 pieces.
• SyncFab cannot guarantee a perfect color match per Pantone color.
• All quotes are based upon the assumption that designs have an adequate draft, radii, and coring for manufacturability.
• Cores, side actions, and tooling strategy are determined by SyncFab unless explicitly discussed.
• Unless noted, tolerances are +/- 0.010″ between the manufactured part and 3D CAD. Part-to-part repeatability is typically under 0.004″.
• Gating, ejection, knit lines and parting lines are at the discretion of SyncFab unless explicitly discussed.
c. Metal Additive Manufacturing
• Tolerances of +/- 0.005″ plus 0.002″ per inch is typical for DMLS. However, SyncFab does not guarantee tolerances on the first attempt of a new design. Tolerance expectations can vary across different materials (e.g. stainless versus aluminum).
• Internal stresses during build, support strategy and other geometry considerations may cause deviation in tolerances and flatness.
• Items and geometries which require strict flatness are not a good fit for this process.
• Expected surface roughness is 150-400 uin RA, depending on build orientation and material used for the build.
d. Non-Metal Additive Manufacturing
Tolerances for standard resolution:
• X/Y planes: +/-005” for the first inch is typical, plus +/- 0.002” for every inch thereafter
• Z plane: +/- 0.010” for the first inch is typical, plus +/- 0.002” for every inch thereafter
• Minimum linear feature size: under 0.030” are at risk and under 0.020” will not build
• Minimum radial feature size: 0.035″
Tolerances for high resolution:
• X/Y planes: +/- 0.005” for the first inch is typical, plus +/- 0.002” for every inch thereafter
• Z plane: +/- 0.010” for the first inch is typical, plus +/- 0.002” for every inch thereafter
• Minimum linear feature size: under 0.020” are at risk and under 0.010” will not build
• Minimum radial feature size: 0.030″
• +/- 0.005″ for the first inch is typical, or +/- 0.002″ per inch, whichever is greater. Build area up to 13 x 13 x 20″ (13″ max dimension preferred)
• Parts with thicker geometries, flat or broad parts, and parts with uneven wall thicknesses will be prone to significant deviations or warp due to variable thermal shrinkage and stress.
Theoretical maximum build volume of 13” x 13” x 20″ (13″ max dimension preferred).
• +/- 0.012″ or +/- 0.003″ per inch, whichever is greater, is typical.
• Parts with thicker geometries, flat or broad parts, and parts with uneven wall thicknesses will be prone to significant deviations or warp due to variable thermal shrinkage and stress.
• Theoretical maximum build volume of 380 x 284 x 380 mm* or 15 x 11 x 15 in. 14 x 11 x 13 in. is the recommended useable area.
• Natural grey color may be inconsistent depending on feature size and build orientation. Dyed black is recommended for production parts.
• +/- 0.004″ for the first inch is typical, or +/- 0.002″ per inch in the XY-direction, whichever is greater.
• +/- 0.010″ for the first inch is typical, or +/- 0.002″ per inch in the Z-direction, whichever is greater.
• SyncFab chooses part orientation to maximize part quality unless otherwise specified.
• Minimum resolvable feature size, including positive text features, is at least 0.035” (0.045” or greater is safest).
• Theoretical maximum build volume of 24” x 36” x 36.”
• Nylon 12 parts with thicker geometries, flat or broad parts, and parts with uneven wall thicknesses will be prone to significant deviations or warp due to variable thermal shrinkage and stress.
• +/- 0.004″ for the first inch is typical, or +/- 0.001″ per inch, whichever is greater. Build area up to 19 x 15 x 7″
• Theoretical maximum build volume of 19” x 15” x 7.”
• Minimum feature size of 0.050” can be built with consistency.
• Rubber-like materials represent an approximation of shore A values and may vary between geometries.
e. Sheet Metal
• Forming and bending: +/- 0.020″
• Bend to hole or feature: +/- 0.010″
• Linear dimensions excluding locations to bends: +/- 0.005″
• Diameters with inserts: +0.003/-0
• Angularity: +/- 2 degrees
• Surface roughness (blank material): Ra 125 uin max
• Surface roughness (timesave): Ra 100 uin max
• Sharp edges will be broken and deburred by default. Critical edges that must be left sharp should be noted and specified on a print.
f. Urethane Casting
• +/- 0.010” or +/- 0.003” per inch, whichever is larger, is typical. Irregular or overly-thick geometries may cause deviances or deflection due to shrinkage.
• A shrinkage rate of +0.15% can be expected due to thermal expansion of the liquid, and the response of the flexible mold.
• Surface finish is externally smoothed to a satin or matte surface. Grow lines may be present on internal or difficult-to-access features. Polishing or custom finishes must be clearly defined and agreed upon at the point of order.
• We can offer urethane cast parts as large as 30” long.
g. Mating Parts
• SyncFab is not responsible for the fit of mating parts.
In addition to the foregoing:
• Written approval by SyncFab is required for any rework associated with the product or service to be manufactured.
• Steel and other rust-prone parts must have rust inhibitor applied.
• Packaging sufficient to protect parts during transit is required.
4. FEES AND PAYMENTS
4.1 Fees and Payment. Subject to the terms herein, SyncFab will pay Partner, as its sole compensation hereunder for the performance hereunder, including the manufacture and delivery of the Parts, the fees set forth in the applicable Work Order starting from thirty-five (35) days after the Part(s) have been Accepted. Partner acknowledges and accepts that the timing of payment of such fees may vary depending on the timely receipt of Buyer payment, and that payment is contingent upon SyncFab’s receipt of payment from the Buyer. Partner will be responsible for all costs and expenses associated with any Manufacturing Project, including the manufacture of the Part(s). Partner agrees and accepts that the terms herein are the sole agreement, and shall supersede any and all other agreements and terms between the parties, with respect to fees and payments. Partner further agrees and accepts that SyncFab shall not be responsible for any late fees, penalties, or other fees due to delays in payments.
4.2 Taxes. All applicable taxes, including, but not limited to, sales/use taxes and other charges, such as duties, customs, tariffs, imposts and government imposed surcharges, shall be the responsibility of Partner, and Partner shall remit all such taxes and/or charges to the appropriate tax authority.
4.3 No Expectation of Work Orders. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RECEIVED ANY ASSURANCE THAT YOU WILL OBTAIN ANY PARTICULAR NUMBER OF WORK ORDERS OR AMOUNTS AS A RESULT OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. SYNCFAB WILL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU ARISING FROM OR INCIDENT TO YOUR PARTICIPATION IN THE PROGRAM, OR ANY TERMINATION OF THIS AGREEMENT BY SYNCFAB, WHETHER SYNCFAB IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES.
4.4 Incentives and Rewards. Partner will receive incentives and rewards for Completed Work Orders as follows:
For Work Orders totaling $10,000 or More, Suppliers will be rewarded an extra 1.5% for Completed Work Orders passing Quality Inspection that arrive on Dock three (3) weekdays in advance of the agreed upon delivery date noted on the Supplier Work Order from SyncFab. For Late Orders, SyncFab reserves the Right to Deduct a 5% penalty from the Total Work Order Value for Orders Arriving later than five (5) weekdays on Dock.
For Work Orders totaling $50,000 or More, Suppliers will be rewarded an extra 1% for Completed Work Orders passing Quality Inspection that arrive on Dock 3 working Days in advance of the agreed upon delivery date noted on the Supplier Work Order from SyncFab. For Late Orders, SyncFab reserves the Right to Deduct a 5% penalty from the Total Work Order Value for Orders Arriving later than five (5) weekdays on Dock.
For Work Orders totaling $100,000 or More, Suppliers will be rewarded an extra 0.5% for Completed Work Orders passing Quality Inspection that arrive on Dock 3 working Days in advance of the agreed upon delivery date noted on the Supplier Work Order from SyncFab. For Late Orders, SyncFab reserves the Right to Deduct a 5% penalty from the Total Work Order Value for Orders Arriving later than five (5) weekdays on Dock.
4.5. SyncFab MFG Tokens. Partner may purchase, earn, or accept as payment SyncFab Co.-affiliated blockchain-based tokens (“MFG Tokens”) through use of the SyncFab Services, as determined by SyncFab. MFG Tokens may be solely redeemed towards the purchase of Parts. Each MFG token may be redeemed by customers or buyers at checkout on future orders. Tokens are redeemed on a first in, first out basis. MFG Tokens are not legal tender and cannot be reloaded, resold, transferred for value, redeemed for cash or applied to any other account, except to the extent required by applicable law. SyncFab prohibits and does not recognize any purported transfers of MFG Tokens outside the Services, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates outside of the Services.
Registered users can also earn MFG Tokens by referring a colleague. In order to refer a colleague and earn MFG Tokens, registered users must send their unique referral link to facilitate the invitation, or post their unique link on either Twitter or Facebook. If a Referred Colleague (as defined below) clicks on the link provided to them and purchases a Part, Your Account will be credited with 500 MFG Tokens for initial purchase only. As used herein, a “Referred Colleague” means any potential customer or supplier of SyncFab who, prior to the time of the referral: (i) has not purchased any Parts from SyncFab, and (ii) has not created an Account. MFG Tokens will only be awarded for the Referred Colleague’s initial purchase of a Part, and You will not receive or be entitled to any MFG Tokens in connection with any subsequent purchases made by any Referred Colleague.
SYNCFAB RESERVES THE RIGHT TO DRAW DOWN UPON ON YOUR MFG TOKENS, IF ANY, IN THE EVENT OF ANY MATERIAL BREACH OF THIS AGREEMENT BY YOU.
5. INTELLECTUAL PROPERTY
5.1 SyncFab Ownership. As between SyncFab and You, SyncFab’s pricing algorithms, processes and mechanisms, the Website, and all content therein (collectively, the “SyncFab Properties”) and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of SyncFab and its licensors. All rights in and to SyncFab Properties not expressly granted to You in this Agreement are reserved by SyncFab and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to You regarding SyncFab Properties or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.
5.2 3D Models. The 3D models, drawings, and specifications provided within the Work Order are the exclusive property of SyncFab or the Customer of SyncFab. Partner is hereby granted a non-exclusive, non-transferable, non-sublicensable, limited license to use, the 3D models, drawings, and specifications and any other that is provided for the sole purpose of performing its obligations hereunder. Partner agrees that within 18 months upon the completion of its obligations for any Work Order, or upon request from SyncFab, it will return or destroy the 3D models, drawings, and specifications for such Work Order. Partner further understands and agrees that the 3D models, drawings, and specifications and other information provided are the confidential and proprietary information of SyncFab or the applicable Customer, and will not disclose the such models or information to any third party, without the prior written consent of SyncFab or the applicable Customer; provided, that, Partner may disclose such models and information to its employees who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.
5.3 Partner Information. To the extent You upload any information, content, data or other materials to the SyncFab Partner, You hereby grants SyncFab a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license to reproduce and use such information, content, data and materials for the purpose of providing the SyncFab Properties to You, other Partners and our Customers; provided that, SyncFab may use such information, content, data and materials on an aggregated and anonymized basis to provide, improve and market the SyncFab Properties.
5.4 Trade Secrets. You acknowledge and agree that SyncFab’s pricing and matching algorithms, processes and mechanisms, along with all content and components within SyncFab’s Website and/or Services are the trade secrets of SyncFab. Accordingly, You shall not, and shall not encourage or assist any third party in, reverse engineering any of any such algorithms, processes, mechanisms, or engines, and that SyncFab will suffer irreparable harm in the event of any breach by your of the foregoing. In the event you breach or attempt to breach this Section, Your right to participate in the Program will immediately cease, and SyncFab will take any action it deems necessary or appropriate to protect its rights and interests.
6. WARRANTIES AND DISCLAIMERS
6.1 By Partner. Partner represents and warrants that (a) Partner has the authority to enter into this Agreement personally (if Partner is a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity; (b) title to the Parts shipped or sold to SyncFab or the applicable Customer pursuant to this Agreement will pass to SyncFab or the Customer, as applicable, free and clear of all liens, charges, encumbrances, restrictions or other third party rights; (c) Parts shipped under Work Orders pursuant to this Agreement will be manufactured from new and unused components; (d) the Parts will comply with the Specifications and be free from defects in material and workmanship at the time of delivery to SyncFab or the Customer, as applicable; and (e) Partner will comply laws, rules, regulations and industry standards applicable to its manufacture and delivery of Part(s) to which Partner is bound.
6.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBSITE IS PROVIDED “AS IS,” AND SYNCFAB MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE WEBSITE (IN WHOLE OR IN PART) OR ANY OTHER PARTS OR SERVICES PROVIDED TO YOU BY SYNCFAB. SYNCFAB DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN ADDITION, YOU UNDERSTAND THAT ANY BLOCKCHAIN OR TOKENIZATION COMPONENTS OF THE SERVICES (WITH THE EXECTION OF EXCEPTION OF BAAS SERVICES, WHICH ARE SUBJECT SEPARATE WRITTEN TERMS) ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND.
You will indemnify, defend, and hold harmless SyncFab, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “SyncFab Parties”) against any and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands, penalties, forfeitures, suits and judgments, which the SyncFab Parties may hereafter incur, become responsible for or pay, as a result of (a) Your breach or other violation of this Agreement, including without limitation, of the Manufacturing Standards; (b) Your negligent or willful acts, errors or omissions; or (c) any death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith. SyncFab reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with SyncFab in asserting any available defenses. You agree that the provisions in this section will survive any termination of Your Account, this Agreement or Your access to the SyncFab Properties.
8. LIMITATION OF LIABILITY
8.1 Disclaimer of Certain Damages. THE PARTIES UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SYNCFAB BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SYNCFAB PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT SYNCFAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
8.2 Cap on Liability. EXCLUDING YOUR INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL THE SYNCFAB PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE SYNCFAB AS A RESULT OF YOUR USE OF THE SYNCFAB PROPERTIES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.
8.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYNCFAB AND YOU.
8.4. THE WEBSITE MAY CONTAIN HYPERLINKS RELATING TO OTHER WEBSITES (“THIRD PARTY SITES”). UPON YOUR ACCESSING SUCH HYPERLINKS, YOU ACKNOWLEDGE AND AGREE THAT ANY TERMS AND CONDITIONS OF USE FOUND WITHIN SUCH THIRD PARTY SITES SHALL APPLY TO SUCH THIRD PARTY SITES AND NOT THIS AGREEMENT. ACCORDINGLY SYNCFAB MAKES NO WARRANTY OR REPRESENTATION AS TO THE CONTENT, ACCURACY, LEGALITY OR AUTHENTICITY OF ANY CONTENT PRESENTED BY ANY THIRD PARTY SITES FROM WHICH YOU GAIN ACCESS VIA A HYPERLINK FROM THE WEBSITE. MOREOVER, THE FACT THAT A THIRD PARTY SITE CAN BE ACCESSED VIA THE WEBSITE IS IN NO WAY AN ENDORSEMENT OF THAT THIRD PARTY SITE BY SYNCFAB.
9. TERMS AND TERMINATION
9.1 Term. This Agreement commence on the date when You accept it (as described in the preamble above) and remain in full force and effect while You use the SyncFab Properties, unless terminated earlier in accordance with this Agreement.
9.2 Termination of Agreement by You. If You want to terminate the Agreement, You may do so by (a) notifying SyncFab at any time and (b) closing Your Account. Your notice should be sent, in writing, to SyncFab’s address set forth below.
9.3 Termination of Agreement by SyncFab. SyncFab has the right to, immediately and without notice, suspend or terminate this Agreement or Your use or participation in the Website, Program and any services provided thereunder at any time (with or without cause), including if You have materially breached any provision of this Agreement, or if SyncFab is required to do so by law (e.g., where the provision of the Website, or the Program is, or becomes, unlawful). You agree that all terminations for cause shall be made in SyncFab’s sole discretion and that SyncFab shall not be liable to You or any third party for any termination of Your Account. In the event SyncFab determines, in its sole discretion, that You have breached any portion of this Agreement, SyncFab reserves the right to: (i) warn you via email (to any email address you have provided to SyncFab) that you have violated this Agreement; (ii) delete Your Content provided by You or Your agent(s) to the Website; (iii) notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iv) pursue any other action which SyncFab deems to be appropriate.
9.4 Effect of Termination. Termination of this Agreement includes deletion of Your password and all related information, files and content associated with or inside Your Account (or any part thereof). Upon termination of this Agreement, Your right to use the Website and participate in the Program will automatically terminate immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Without limiting or qualifying Your liabilities, obligations or indemnities otherwise assumed by You pursuant to this Agreement, You shall maintain appropriate insurance policies, at Your sole cost and expense, in amounts adequate to cover Your obligations and responsibilities under this Agreement. SyncFab will be named as an additional insured on all such policies and will receive 30 days written notice prior to the termination, reduction or modification of coverage with respect to any such insurance policy. Upon SyncFab’s request, You will promptly furnish to SyncFab written evidence of Your insurance coverage.
11. GENERAL PROVISIONS
11.1 Electronic Communications. The communications between You and SyncFab use electronic means, whether You visit the SyncFab Properties or send SyncFab e-mails, or whether SyncFab posts notices on the SyncFab Properties or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from SyncFab in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SyncFab provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights.
11.2 Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without SyncFab’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
11.3 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.4 Questions, Complaints, Claims. If You have any questions, complaints or claims with respect to the SyncFab Properties, please contact us at: info@SyncFab.com. We will do our best to address Your concerns. If You feel that Your concerns have been addressed incompletely, we invite You to let us know for further investigation.
11.5 Limitations Period. YOU AND SYNCFAB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SYNCFAB PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
11.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section 11.6 (“Arbitration Agreement”) carefully. It is part of Your contract with SyncFab and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by SyncFab that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to You and SyncFab, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to SyncFab should be sent to: info@SyncFab.com. After the Notice is received, You and SyncFab will attempt to resolve the claim or dispute informally. If You and SyncFab do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Commercial Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a three, neutral arbitrators. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Wilmington, Delaware, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(e) Time Limits. If You or SyncFab pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of You and SyncFab, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and SyncFab.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between You and SyncFab in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SYNCFAB WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Agreement, neither You or SyncFab is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 11.6(n).
(i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(j) Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Agreement.
(k) Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with SyncFab.
(l) Small Claims Court. Notwithstanding the foregoing, either You or SyncFab may bring an individual action in small claims court.
(m) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(n) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Alameda County, California for such purpose.
11.7 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Wyoming, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.8 Independent Contractor. Your relationship to SyncFab under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between SyncFab and You. You agree to take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving SyncFab that is inconsistent with You being an independent contractor (and not an employee) of SyncFab. You are not an agent of SyncFab and are not authorized, and must not represent to any third party that You are authorized, to make any commitment or otherwise act on behalf of SyncFab.
11.9 Non-Circumvention. You agree not to circumvent SyncFab by communicating or conducting business with SyncFab Clients either directly or indirectly without prior written amendment to this agreement by SyncFab.
11.10 Non-Use and Non-Disclosure of Confidential Information. Definition. For the purposes of this Non-Use and Non-Disclosure subsection, the following definitions are applicable: “Confidential Information” means any information disclosed by SyncFab to you ( “Recipient”) (whether prior to or after the Effective Date, and whether written, oral or by inspection of tangible objects), including without limitation any information and physical material not generally known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third parties. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Discloser (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Discloser (whether by oral, written, graphic or machine-readable format) (collectively, “SyncFab Technology”), which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding any failure to so identify it, however, all of the Company’s provided Part Drawings and CAD Files shall be Confidential Information of the Company. “Affiliate” means any entity controlling, controlled by, or under common control with a party.
Exceptions. Confidential Information will not include any information that Recipient can demonstrate is: (i) or becomes publicly known and generally available without a duty of confidentiality through no fault of Recipient; (ii) in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by SyncFab to Recipient; (iii) obtained by Recipient from a third party without a duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (iv) independently developed by Recipient without use of any Confidential Information. SyncFab will not have any confidentiality obligations with respect to any information provided to SyncFab regarding the SyncFab Technology. If Company or any of Company’s Affiliates provides suggestions or other information regarding the SyncFab Technology or makes any improvements, enhancements or modifications to the SyncFab Technology, Company and Company’s Affiliates grant SyncFab a nonexclusive, perpetual, irrevocable license to make, use, sell, reproduce, distribute, modify, sublicense and otherwise exploit the foregoing without restriction. If Recipient becomes legally compelled to disclose any Confidential Information, Recipient will promptly notify SyncFab (if legally permissible) and assist SyncFab in seeking a protective order or other appropriate remedy and furnish only the portion of Confidential Information legally required to be disclosed.
Recipient will not use any Confidential Information except to evaluate and engage in discussions with SyncFab regarding the Opportunity. Subject to Section 4 below, Recipient will not disclose any Confidential Information except to employees, advisors, accountants, legal counsel, or directors of Recipient or Recipient’s Affiliates (“Representatives”) who need the information so Recipient can evaluate and engage in discussions with SyncFab regarding the Opportunity; provided such Representatives are subject to a duty of confidentiality no less restrictive than the terms of this Agreement with respect to Confidential Information. Recipient will ensure that Recipient’s Affiliates are bound by and comply with this Agreement. Recipient will be jointly and severally liable for any breach by Recipient’s Representatives or Recipient’s Affiliates in the same manner as Recipient. Recipient will not (i) reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody SyncFab’s Confidential Information, or (ii) file any patent application(s), utility model applications, or design registrations containing or based on, in whole or in part, any of SyncFab’s Confidential Information.
Maintenance of Confidentiality. Recipient will take reasonable measures to protect the secrecy of (and avoid disclosure and unauthorized use of) the Confidential Information, including at least those measures that Recipient employs to protect Recipient’s own confidential information of a similar nature. No right or license is granted to Recipient under any SyncFab Technology or intellectual property rights. Recipient will reproduce SyncFab’s proprietary rights notices on any authorized copies in the same manner as set forth in or on the original. Recipient will promptly notify SyncFab of any unauthorized use or disclosure of Confidential Information.
Return of Materials. All documents and other tangible items containing or representing Confidential Information that have been disclosed by SyncFab to Recipient (and all copies, extracts, or notes derived therefrom) in Recipient’s possession, will be and remain SyncFab’s property and will be promptly returned to SyncFab or destroyed (with proof of such destruction) upon SyncFab’s written request.
Term. This Non-Use and Non-Disclosure subsection will bind and inure to the benefit of the parties and their respective successors and permitted assigns. Recipient’s obligations with respect to this Non-Use and Non-Disclosure subsection will continue for five (5) years after the disclosure of the Confidential Information unless earlier terminated by either party upon written notice. Recipient’s obligations with respect to Confidential Information will survive until such Confidential Information becomes publicly known through no fault of Recipient. The “Exceptions”, “Non-Circumvention”, “Maintenance of Confidentiality”, “Return of Materials”, and “Term” provisions of this subsection will survive any termination of this Agreement.
11.11 Notice. Where SyncFab requires that You provide an e-mail address, You are responsible for providing SyncFab with Your most current e-mail address. In the event that the last e-mail address You provided to SyncFab is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, SyncFab’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SyncFab at the following address: info@SyncFab.com. Such notice shall be deemed given when received by SyncFab by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11.12 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.13 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.14 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Unless otherwise specifically agreed to by the parties, in the event of any conflict between the terms of this Agreement, the Manufacturing Standards, the General Terms, or any Work Order, the order of precedence is as follows: (i) the Manufacturing Standards; (ii) this Agreement; (iii) the General Terms; and (iv) the Work Order. Unless otherwise specifically agreed, the parties acknowledge that the pre-printed provisions on the reverse side of any quotation, order, acknowledgement or invoice will be deemed deleted and of no effect whatsoever.
12. Code of Conduct for Suppliers
Forced Labor. There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor, or otherwise.
Child Labor. There shall not be any use of child labor in violation of any applicable laws.
Harassment or Abuse. Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.
Nondiscrimination. No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.
Health and Safety. Suppliers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of Supplier facilities.
Wages and Benefits. Suppliers recognize that wages are essential to meeting employees’ basic needs. Suppliers shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.
Hours of Work. Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime; or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime; and (ii) be entitled to at least one day off in every 7 day period.
Overtime Compensation. In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.
Protection of the Environment. Suppliers will comply with all applicable environmental laws and regulations.