Standard Terms and Conditions

Revision: 2024 V1 Date:

  1. General

    1. These Standard Terms and Conditions (the “Terms and Conditions”) are intended to supplement the terms and conditions set forth in the applicable quotation, renewal invoice, invoice, sales order, statement of work or similar document (each, an “Order”) entered into between a customer ( “Customer”) and Company for the purchase and sale of products or services supplied by Company (“Products” and “Services”) to Customer. “Company” shall refer to any of TriMech Acquisition Corp., TriMech Solutions, LLC, TriMech Services, LLC, Adaptive Corporation or Javelin Technologies, Inc., any of their respective subsidiaries or any of their future affiliate entities.
    2. Links to Key Terms
      1. Prices and Payment Terms in Section 2
      2. Delivery of Products and Shipping Terms in Section 3
      3. Sunset Clause for Services and Training in Section 3.6
    3. Company offers a variety of Products and Services. For certain Products Company operates as a reseller to third-party original equipment manufacturer (OEM) partners.  Unique Company Product and Services terms and conditions and links to OEM specific terms and conditions, license agreements, and warranties are as follows (“OEM Terms”) are as follows:
      1. Software. For Software products, see Appendix I
      2. Hardware. For 3D Printers, 3D Printer Accessories, Installation or Maintenance Services, Scanners, and other Hardware products, see Appendix II.
      3. Training. For Training Services, see Appendix III.
      4. Advanced Manufacturing Services. For Advance Manufacturing Services see Appendix IV
      5. Staff Augmentation Services. For Staff Augmentation Services, see Appendix V
      6. Consulting Services. For Consulting, Implementation, Data Management, Project Engineering, and other Services, see Appendix VI.
    4. These Terms and Conditions are hereby incorporated as part of each Order. These Terms and Conditions will not govern or alter the terms of any master services agreement entered by and between Company and Customer unless expressly stated therein. Any purchase order, invoice or other agreement provided by Customer to Company that includes different or additional terms that may vary from the applicable Order and these Terms and Conditions are objected to and disallowed. Unless otherwise specified in writing, each quotation will expire sixty (60) days from the date thereof.
    5. These Terms and Conditions, together with OEM Terms where applicable, are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by the Order notwithstanding any other terms that might be contained in any purchase order or other document received from Customer or submitted to Company. In the event of a conflict between the terms and conditions of an Order and these Terms and Conditions, the Order will control.  The applicable Order as supplemented by these Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and, except as expressly set forth herein, can only be modified or changed in writing and signed by authorized representatives of both parties. To the extent the OEM Terms are appliable, Customer will only be entitled to seek recourse directly from the applicable OEM in accordance with the applicable OEM Terms.

  2. Prices; Payment Terms

    1. Unless otherwise agreed by Company in writing, the purchase price for Products and Services (“Price[s]”) will be set out in the applicable Order. In connection with the provision of Services by Company, Customer agrees to reimburse Company for all Company’s travel and other expenses reasonably incurred by Company in connection with its performance of Services. Prices for all Products and Services exclude sales, use, excise, and similar taxes and exclude all costs of shipping and handling. It has been assumed that Customer will provide a tax certificate. Customer will be responsible for all costs of shipping and handling and for all sales, use, excise and similar taxes or other charges which Company is required to pay, or to collect and remit, to any government (national, state, or local) and which are imposed on or measured by the sale of Products or Services. Prices are subject to change in the event of any material increase in the costs of energy or raw materials between the date of the Order and the date of shipment of any Product or date any Services are provided, as applicable.
    2. Payment in full will be made in the currency set forth in the Order on the terms in the applicable Order; provided, however, that if the applicable Order does not specify a payment due date, then such payment will be as follows:
      1. Standard Terms for Software, Hardware, Advanced Manufacturing, Consulting Services (except Time and Materials): 50% at time of Order with balance 30 days from invoice dates
      2. Training: 50% at time of Order with balance 30 days from invoice dates, however, all fees to be paid before class attendance.
      3. Time and Materials Consulting Services: 30 days from invoice date
      4. Staffing: 30 days from invoice date
    3. Invoices will be sent to the address specified in the Order. Should Customer dispute any invoice, Customer will notify Company of the nature of the dispute in writing within fifteen (15) days of the invoice date. If Customer does not notify Company of any dispute within fifteen (15) calendar days of the invoice date, then the invoice is deemed to have been accepted and invoice payment is required to be made on the payment due date per these Terms and Conditions. Notwithstanding any dispute regarding an invoice, Customer will timely pay the undisputed portion of the disputed invoice.  Customer will have no right of set-off or withholding, and no deduction of any amounts due from Customer to Company will be made without Company’s prior, express written approval.
    4. Company, in its discretion, may permit Customer to pay invoices via credit card. If Company accepts credit card payment, Company will be entitled to charge a 2% convenience fee on the total amount charged to the extent such charge does not conflict with applicable law.
    5. If Customer is delinquent in its payment obligations, Customer will pay, in addition to the delinquent payment, a late charge equal to the lesser of one and one-half percent (1.5%) per month or any part thereof or the highest applicable rate allowed by law on all such delinquent amounts plus Company’s attorneys’ fees and expenses and court costs incurred in connection with collection.
    6. Customer acknowledges that Company has the right to reassess Customer’s creditworthiness from time to time. Unless expressly prohibited by law, in the event there is a decline in Customer’s creditworthiness in Company’s reasonable discretion, Company may, upon fifteen (15) days written notice, revise the payment terms between the parties.

  3. Delivery of Products and Shipping Terms

    1. Unless otherwise agreed in writing by the parties, the applicable manufacturer will deliver the Products to the Customer using its standard methods for packaging and shipping such Products. Unless otherwise provided by the applicable manufacturer, delivery terms are F.O.B. the manufacturer’s facility for destinations in the United States and EXWORKS the manufacturer’s facility (INCOTERMS 2020) for destinations outside of the United States.
    2. Shipping costs Client will be responsible for all shipping costs to Client’s location even if not included in a quote. Shipping costs will be added to invoices for the related item shipped.
    3. Any specified delivery dates are approximate only and not guaranteed. Company will not be liable for any delays howsoever caused, nor can the delivery dates be made of the essence by any written notice or communication. Reasonable endeavors will be made to meet delivery dates, but Company will not be liable for any failure to do so and any consequent right of Customer to repudiate the Order is expressly excluded.
    4. Company may, at its option and in its sole discretion, deliver Products in one or more installments. If Products are delivered/completed in installments, Company will be entitled to invoice for each installment as and when each instalment is delivered/completed.
    5. Transfer of Property; Risk of Loss: Company will retain the right and title to Products sold to Customer until delivery of Products to the Customer, at which point Customer will obtain the right and title to Products. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of products, transfers to Customer upon delivery to Customer.
    6. Sunset Clause for Services and Training.
      1. Services. All Service Contracts, excluding Time and Material contracts, expire within 12 months of purchase and Company will retain paid fees. Both parties must mutually agree to any modifications of this clause.
      2. Training. Customers have 12 months from the date of purchase to schedule training and avoid expiration of their purchase. Company will retain paid fees. This will apply to software and hardware training.
      3. Training Passports are valid for 12 months from the date of the first course attendance. The first course attendance must occur within 6 months of the purchase date.

  4. Provision of Services

    Customer agrees to comply with all reasonable requests of Company and will provide Company’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of Services. Customer agrees to furnish without charge adequate space at Customer’s premises for use by Company’s personnel while performing Services. The relationship of the parties hereto is that of independent contractors. Nothing in these Terms and Conditions, and no course of dealing between the parties, will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party will be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

  5. Inspection; Remedies

    1. Customer will promptly notify Company of rejection of Products for non-conformity with the Order. Any notice of rejection must be in writing, identify the Order and describe all non-conforming aspects of the Products. If OEM Terms are appliable, then the OEM Terms will control and the remedies available to the Customer will be as set forth therein. If OEM Terms are not applicable, then the remaining provisions in this Section 5.1 will control. If Customer timely notifies Company of any nonconforming Products, Company will, in its sole discretion, (a) replace such nonconforming Products with conforming Products, or (b) credit or refund the Price for such nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Upon any express written instructions from Company, Customer will ship the nonconforming Products to Company’s facility from which such Product was originally shipped. If Company exercises its option to replace nonconforming Products, Company will, after receiving Customer’s shipment of nonconforming Products, ship to Customer, at Customer’s expense and risk of loss, the replaced Products. Customer acknowledges and agrees that the remedies set forth in this Section 5.1 are Customer’s exclusive remedies for the delivery of nonconforming Products.
    2. Customer will promptly notify Company of any breach by Company in the provision of Services and allow Company reasonable time to correct any such breach. Any notice of breach must be in writing, identify the Order and describe all non-conforming aspects of Services being provided. If Customer timely notifies Company of any non-conformance in the provision of Services, Company will, in its sole discretion, (a) re-perform such Services, or (b) credit or refund the Price for such nonconforming Services. Customer acknowledges and agrees that the remedies set forth in this Section 5.2 are Customer’s exclusive remedies for the provision of nonconforming Services.

  6. Cancellation

    1. Company may cancel an Order if Customer becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Company under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership, or assignment for the benefit of creditors.
    2. With respect to an Order for Services, in the event Customer cancels such Order or a portion of such Order, Company will invoice Customer for material and labor costs incurred by Company as of the date of cancellation, and Customer will pay such invoice within thirty (30) days after receipt of such invoice. Customer will not be entitled to cancel an Order for Products without the express written consent of Company.

  7. Limited Warranty

    1. With respect to any Products sold under an Order, Company agrees, subject to the terms of this limited warranty, to provide Customer the warranty set forth in the Order. Any extended warranties are subject to additional costs. For any third-party products not manufactured by Company, Company’s only responsibility is to assign to Customer any other manufacturer’s warranty that does not prohibit such assignment.
    2. With respect to any Services provided under an Order, Company does not warrant in any form the results or achievements of Services provided or the resulting work product and deliverables. Company warrants that that Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices.
    3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS (EXCEPT WARRANTIES OF TITLE), SERVICES, WORK PRODUCT OR DELIVERABLES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, AND COMPANY SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; AND THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 IS IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR LIABILITY ON THE PART OF COMPANY. CUSTOMER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR GOODS.

  8. LIMITATION OF LIABILITY

    IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, STATUTORY, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, WHETHER OR NOT BASED UPON COMPANY’S NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT TO THE PRODUCT OR SERVICES PURCHASED FROM COMPANY, OR THE USE OR FAILURE THEREOF, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, DAMAGE TO GOOD WILL OR REPUTATION OR LOSS OF DATA. UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ORDER EXCEED AS APPLICABLE (A) THE PRICE PAID HEREUNDER FOR PRODUCTS PROVIDED BY COMPANY OR (B) THE PRICE PAID OVER THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR SERVICES PROVIDED BY COMPANY.

  9. Applicable Law; Forum

    1. The parties agree that unless otherwise agreed in writing, these Terms and Conditions will in all respects be (a) in the case of a Customer of Javelin Technologies, Inc., governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein, or (b) in the case of a Customer of any other Company, governed by and construed in accordance with the laws of the Commonwealth of Virginia, in each case without regard to applicable conflicts of laws principles. Customer agrees to comply with all legal requirements applicable to Customer.
    2. Any legal suit, action, or proceeding arising out of or relating to an Order or these Terms and Conditions will:
      1. For Customers of Javelin Technologies, Inc.: will be instituted in the courts of the Province of Ontario and each party irrevocably attorns to the jurisdiction of the courts of such province in any such suit, action or proceeding.
      2. For Customers of any other Company: will be instituted in the federal courts of the United States of America for the Eastern District of Virginia, Richmond, Virginia, or the courts of the Commonwealth of Virginia located in the County of Henrico, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    3. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THESE TERMS AND CONDITIONS OR THE ORDER.
    4. No action in law or equity arising out of any Order or these Terms and Conditions may be brought by Customer more than one (1) year after the cause of action has first arisen. Company will have the right to collect from Customer its reasonable expenses, including attorneys’ fees, incurred in enforcing these Terms and Conditions. The rights and obligations herein will survive completion of the final payment under an Order.

  10. Force Majeure

    Company will neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control, including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, pandemic, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production.

  11. Confidentiality

    The Order (including any accompanying documents) contains information proprietary to Company. No part of the Order information may be reproduced or transmitted in any form without the prior written permission of Company. Customer will treat the details of the Order any information made available in relation hereto as private and confidential and will not publish or disclose the same or any particulars therefore (save as may be required by law) without the previous consent of Company, providing nothing in this Section will prevent the publication or disclosure of any such information that has come within the public domain otherwise than by breach of this Section which is required to be disclosed by law.

  12. Intellectual Property Rights.

    1. Notwithstanding delivery of and the passing of title in any Products to Customer, nothing in these Terms and Conditions will have the effect of granting or transferring to, or vesting in, Customer any intellectual property rights in or to any Product.
    2. Ownership of Work Product: This is not a work-for-hire agreement. The copyright, trade secret and other intellectual property and other proprietary rights (“Intellectual Property Rights”) in all deliverables created under an Order for Customer (“Deliverables”) will belong to Company. All Intellectual Property Rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of Services hereunder (“Pre-Existing Works”) are and will remain the sole and absolute property of Company. Company hereby grants a worldwide, non-exclusive, non-transferable license to Customer to use the Deliverables and Pre-Existing Works solely for its internal use as intended under the applicable Order.
    3. Software Ownership: Customer acknowledges and agrees that, as between Company and Customer, all right, title and interest in and to the Software (as defined below) and all enhancements, related documentation, and derivative works with respect to the Software and all Intellectual Property Rights embodied in and related to each of the foregoing, will at all times remain with Company or the OEM, as applicable. Customer agrees to treat the Software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the Software and related documentation to third parties. Customer further agrees to not disassemble, decompile, reverse engineer, create derivative works from or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the Software or related documentation. “Software” will mean computer software programs, in source code or object code form, and all enhancements, improvements, modifications or versions thereof, including firmware and custom software, and instructions manuals, specifications and related documentation in written or electronic form, their related instructions manuals and documentation.
    4. Software License: TO THE EXTENT ANY PRODUCTS OR SOFTWARE INCORPORATES SOFTWARE PROVIDED BY A THIRD PARTY (“THIRD PARTY SOFTWARE”), COMPANY WILL PASS THROUGH TO CUSTOMER THE LICENSES AND WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE, TO THE EXTENT ASSIGNABLE BY COMPANY, TO ENABLE CUSTOMER TO USE THE SOFTWARE AS CONTEMPLATED BY THESE TERMS AND CONDITIONS AND AS SPECIFIED IN THE ORDER. IN THE EVENT COMPANY CANNOT PASS THROUGH ANY LICENSES OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, COMPANY WILL NOTIFY CUSTOMER SO THAT CUSTOMER CAN LICENSE SUCH THIRD-PARTY SOFTWARE FROM THE THIRD-PARTY SOFTWARE LICENSOR DIRECTLY.

      Customer may not use the Third-Party Software except as expressly permitted under the terms and conditions applicable to such Third-Party Software. Additionally, Customer will not, without the prior written express consent of the applicable third party, copy, modify, sublicense, loan or transfer in any manner the inherent Third Party Software or firmware, create derivative works, or translate, decompile, disassemble, reverse assemble, reverse engineer, emulate or perform any other operation with respect to the Third Party Software, unless the operation is specifically authorized by law. Customer agrees to defend, indemnify and hold harmless Company from all damages and third-party claims arising from Customer’s unauthorized use or transfer of the Third-Party Software or firmware. For additional references to Third Party Software, see Appendix I.

    5. Company reserves the right to discontinue deliveries of any Products, the manufacture, sale, or use of which would, in Company’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Company is not licensed.

  13. Assignment; Subcontracting

    Customer will not assign an Order without the prior written consent of Company, and any purported assignment will be void. Company may assign an Order and its rights and obligations in connection therewith at any time without notice to Customer. Customer acknowledges and agrees that Company may use subcontractors and consultants to perform Services to be provided under any Order.

  14. Waiver

    No waiver by Company of any breach of these Terms and Conditions by Customer will be considered as a waiver of the subsequent breach of the same or any other provision.

  15. Severability

    If any provision or portion of these Terms and Conditions will be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of these Terms and Conditions will be deemed omitted and the remaining provisions and portions will remain in full force and effect.