General Term of Sale

These General Terms of Sale ("the Agreement") pertain to the acquisition of goods and services ("Parts") from 3DCareDesign by the customer ("You"). 3DCareDesign, located in Samutprakarn, Thailand, ("3DCareDesign", "Company", "we", "our", and "us") is the seller.

All supplementary conditions, directives, and regulations, which include our Privacy Policy and Terms of Use, are integrated by reference into these General Terms of Sale.

1.     General

1.1.  Upon placing an order with 3DCareDesign for parts, inclusive of the submission of a purchase order ("Order"), you, acting on behalf of yourself or the entity you represent, hereby accept and are bound by these General Terms of Sale. If you do not concur with all provisions herein, refrain from placing an order.

1.2.  You affirm and guarantee that you possess the requisite rights, authority, and capacity to engage in an agreement with 3DCareDesign, whether on your own behalf or on behalf of the entity you represent. You may not place an order or assent to these General Terms of Sale if you have not attained the age of at least 18 years or do not meet the legal age necessary to enter into a valid contract as per applicable law.

1.3.  In reference to the technical specifications outlined in your Order, encompassing material, surface finish, and quantity, the specifications delineated in your quote shall supersede these General Terms of Sale, as well as any drawings (inclusive of 2D technical drawings) or 3D models. In all other instances, should a conflict arise between the provisions in the Order and these General Terms of Sale, the latter shall prevail.

1.4.  These General Terms of Sale shall hold precedence over any specific terms and conditions proffered by you, whether included in a quote, Order, website, or elsewhere, unless expressly and explicitly assented to in writing by 3DCareDesign. No addition, modification, or substitution of these General Terms of Sale shall be binding on 3DCareDesign, even if contained within a quote, Order, website, or elsewhere. Likewise, no preprinted terms within an Order shall bind 3DCareDesign unless specifically acknowledged in writing by 3DCareDesign. Both parties hereby reject any such nonbinding terms. 3DCareDesign's failure to object to provisions contained in any Order or the fulfillment of an Order shall not be interpreted as a waiver of these General Terms of Sale, nor as an acceptance of any such provisions.

1.5.  Our website, products, and services are designed for businesses and their representatives. We do not target consumers—individuals seeking to use our products and services for personal or household purposes.

2. Order

2.1.  It is your responsibility to ensure that all information furnished in a quotation request or Order is precise and complete. The specifications for Your Order must align with 3DCareDesign's instructions, accounting for all manufacturing and other constraints as stipulated by 3DCareDesign on its website, including its manufacturing standards, or as otherwise made available to You.

2.2.  Any Order submitted by You constitutes a binding commitment to acquire the described Parts, subject to these General Terms of Sale.

2.3.  3DCareDesign holds the discretion to reject any Order and is not under any obligation to accept it until formal acceptance is conveyed in writing. For acceptance, 3DCareDesign will conduct a credit assessment and require prepayment via cash or other means of payment assurance.

2.4.  Acceptance of an Order hinges on several conditions: (i) Adequate resources being available to 3DCareDesign for the timely completion of Your Order at the specified price, (ii) Your Order being predicated on accurate information, encompassing pricing and specifications, (iii) Compliance of Your Order's content with our Content Policy (as defined in Section 10.5), and (iii) Satisfactory completion of any credit assessment or provision of prepayment or alternative assurance of payment, as deemed necessary at 3DCareDesign's sole discretion.

2.5.  3DCareDesign may make limited deviations in terms of color or (shore) hardness of Parts, unless otherwise agreed upon in writing. Should You not raise a written objection to such deviations, You assume full responsibility and liability for these variances as integral components of Your original Order.

2.6.  Any alterations made by You to an Order post-submission are contingent upon acceptance by 3DCareDesign and may be subject to additional fees, including supplementary delivery charges.

2.7.  Once in production, since the Parts are fabricated to Your specifications (made-to-order), canceling or terminating Your Order without incurring costs is not feasible. In case of termination, 3DCareDesign reserves the right to invoice You for all goods produced or services rendered prior to receipt of the termination notice, as well as for any materials procured or utilized for the fabrication of Your Parts.

3. Subcontracting

3.1.  You acknowledge and consent that 3DCareDesign may engage its globally vetted network of subcontractors for the execution of Your Order.

3.2.  Orders may be dispatched directly from a subcontractor of 3DCareDesign to You, bypassing 3DCareDesign as an intermediary. Consequently, it is imperative that You meticulously examine the Parts upon receipt and promptly notify 3DCareDesign of any disparities, as stipulated in accordance with these General Terms of Sale.

4. Prices

4.1.  All prices indicated by 3DCareDesign do not encompass value-added tax (VAT) or any other applicable taxes, governmental fees, assessments, or duties, unless expressly stated otherwise herein. You bear the responsibility for all taxes related to the Order (excluding taxes based on 3DCareDesign's income). In addition to the quoted prices, you are obligated to remit any relevant taxes, governmental fees, assessments, or duties charged by 3DCareDesign.

4.2.  In the event of alterations to cost price determinants, 3DCareDesign reserves the prerogative to transmit such supplementary costs to You.

4.3.  Should special packing or shipping directives be mutually agreed upon with 3DCareDesign, any extra charges incurred by 3DCareDesign as a result thereof will be your responsibility, as specified by 3DCareDesign.

5. Payment

5.1.  Unless prepayment is stipulated, all invoices must be settled within 30 days from the date of issuance.

5.2.  3DCareDesign reserves the right to invoice portions of an Order separately.

5.3.  For Orders involving tooling, 3DCareDesign may request advance payment for the associated tooling expenses prior to confirming Your Order. Any delays in payment on Your part shall not hold 3DCareDesign responsible for a subsequent delay in executing Your Order.

5.4.  An advance payment will be required by 3DCareDesign before proceeding with the fulfillment of Your Order. Any delay in payments made by You may result in a corresponding delay in processing Your Order. 3DCareDesign assumes no responsibility for such delays.

5.5.  Unless otherwise arranged, the amounts owed shall be settled via credit card or bank transfer, as indicated by 3DCareDesign. All expenses related to the chosen payment method shall be at Your expense.

5.6.  All amounts owed by You to 3DCareDesign shall be paid in their entirety without any deductions. You shall not be entitled to any setoff rights. 3DCareDesign retains the right to offset any sum due by 3DCareDesign to You against any amounts owed by You to 3DCareDesign.

5.7.  Should any due amount remain unpaid after it is due and payable, late payment interest at a rate of two percent (2%) per month, or the highest amount allowed by applicable law, whichever is greater, shall be applicable to the outstanding amount. This calculation will be from the time the amount becomes due until it is paid in full.

5.8.  Furthermore, in the event of any overdue payment, 3DCareDesign reserves the right to suspend the delivery of Parts to You or prohibit You from placing any future Orders until all outstanding amounts are settled.

6.     Specifications of Parts and Tooling

6.1.  You are tasked with supplying 3DCareDesign with precise and comprehensive 3D CAD data and/or drawings requisite for the production of Parts and tooling. All pertinent files are indispensable for the fabrication of Your Parts and tooling must be uploaded by You to our official email or official line account. In instances of a specific or special Order, you must furnish the specified data to 3DCareDesign through the agreed-upon method, accompanied by any necessary representations and warranties. 3DCareDesign is under no obligation to review the specifications, data, or drawings provided by You and retains the right to reject or annul any Order that is not uploaded by You to our official email or official line account.

6.2.  3DCareDesign employs the 3D CAD data and/or drawings, as may be furnished by You, for the creation of Parts and tooling. In matters concerning tolerances and/or threads, if specified, 2D technical drawings will supersede 3D CAD models. In all other instances, the 3D CAD data shall take precedence during production, provided it has been provided prior to the acceptance of Your Order, or unless otherwise agreed. 3DCareDesign bears no responsibility for disparities between 3D CAD data and 2D technical drawings.

6.3.  If an Order encompasses threads or specific tolerances, it is incumbent upon You to furnish a technical drawing delineating the pertinent specifications. You must also ensure to denote this in the quotation request and verify its accurate reflection in the Order.

6.4.  You bear exclusive legal responsibility for the design specifications and performance of the goods encompassed in the Order. Additionally, You are solely accountable for ensuring that the goods and services procured from 3DCareDesign comply with relevant regulatory requisites. 3DCareDesign shall not assume responsibility for inaccurately designed Parts, Parts that fail to assemble correctly, Parts with substantial cross-sections resulting in sink marks or warping, or Parts produced based on erroneously provided CAD data or technical drawings.

6.5.  3DCareDesign unequivocally disclaims all responsibility for material selection and its appropriateness for Your application. Furthermore, 3DCareDesign is not liable for the fit or assembly of Parts, unless explicitly stipulated in writing.

7.     Tooling Ownership and Storage

7.1.  All custom tooling developed by You for Your Parts shall be regarded as Your property. However, reusable proprietary components or components devised by 3DCareDesign or its affiliated manufacturing partners shall remain the exclusive property of 3DCareDesign and/or its manufacturing partners. Unless otherwise mutually agreed upon in writing, all custom tooling shall be retained at 3DCareDesign's or its manufacturing partner's production facility.

7.2.  During the period in which 3DCareDesign is producing Parts for You at 3DCareDesign's or its manufacturing partners' production facilities, 3DCareDesign shall provide a guarantee for Your tooling, as specified in the Order, for the agreed-upon tool life. Subject to Section 7.3, 3DCareDesign shall, at its sole discretion, undertake the repair or replacement of worn or damaged tooling at 3DCareDesign's expense for the agreed-upon tool life.

7.3.  Following a period of two years of inactivity of the tooling, 3DCareDesign may, at its sole discretion, opt to dispose of the tooling, including any custom tooling.

8.     Delivery, Inspection, Acceptance, Complaints and Retention of Title

8.1.  Shipments will be dispatched through the commercial carrier chosen by 3DCareDesign or its manufacturing partners. As a courtesy and convenience, 3DCareDesign will pre-pay and include delivery costs on the invoice.

8.2.  3DCareDesign will employ commercially reasonable efforts to dispatch an Order on the agreed-upon dates; however, the specified shipping or delivery dates are estimations only. 3DCareDesign assumes no responsibility for delays in the delivery or shipment of Orders nor for any resulting damage or loss due to such delays. The failure of 3DCareDesign to meet a shipping date or delivery period shall not constitute a breach of the Order or these General Terms of Sale.

8.3.  In the event that, in the sole discretion of 3DCareDesign, there exist reasonable and objective grounds to doubt whether You are capable or willing to fulfill Your payment obligations in full and in a timely manner, or whether You are in full compliance with any other terms and conditions specified in these General Terms of Sale, 3DCareDesign reserves the right to suspend its delivery obligations under an Order.

8.4.  Upon receipt, You are required to promptly inspect the Parts and notify 3DCareDesign in writing within thirty (30) calendar days if You suspect any part of an Order is missing, defective, incorrect, or damaged. Unless You have made such notification to 3DCareDesign within the aforementioned thirty (30) calendar days, clearly specifying the nature of the issue, the Parts will be deemed accepted, non-returnable, and non-refundable.

8.5.  Any disputes must be raised within the timeframe delineated in Section 8.4 herein, and if requested by 3DCareDesign, You must return the Parts to 3DCareDesign within ten (10) working days from the time of the request, unless otherwise mutually agreed upon in writing by 3DCareDesign. Any Parts returned to 3DCareDesign after this stipulated period will not be processed or refunded.

8.6.  If You make any alterations to the Parts after receiving Your Order without the prior written consent of 3DCareDesign, the Parts will be deemed accepted, non-returnable, and non-refundable.

8.7.  3DCareDesign shall maintain ownership of the Parts until You have settled all amounts related to the delivered Parts in full, encompassing any interest, collection costs, or other outstanding amounts pertaining to such Parts. At this juncture, title to the Parts will be transferred to You.

9.     Intellectual property rights and publicity

9.1.  By furnishing data to 3DCareDesign, you grant 3DCareDesign a non-exclusive, royalty-free, fully paid-up, worldwide, and transferable right to utilize, reproduce, distribute, and display the data (comprising 3D CAD Data and drawings), documentation, drawings, and specifications you supply. This is to facilitate 3DCareDesign in the production, shipment, and sale of the Parts to You.

9.2.  You shall retain exclusive ownership of the copyright in files, all textual content, illustrations, software files, and other materials provided by You to 3DCareDesign. This also encompasses any deliverables, and designs, including modifications or derivative works thereof, generated for You during the course of 3DCareDesign's service provision.

9.3.  3DCareDesign maintains sole ownership of all proprietary software, processes, and procedures devised by 3DCareDesign for the quoting, analysis, design, and 3D printed parts. Additionally, 3DCareDesign maintains copyright ownership of all text, illustrations, or other materials furnished by 3DCareDesign to You in a quote. Without prior written consent from 3DCareDesign (which may be withheld at 3DCareDesign's discretion), You shall not remove any of 3DCareDesign's markings or alter 3DCareDesign's Intellectual Property in any manner.

9.4.  By placing an Order, You grant 3DCareDesign authorization to employ Your trademarks, logos, name, or signs for marketing purposes. This entails the potential mention of You as a customer of 3DCareDesign on our website and in other promotional materials like advertising, press releases, interviews, promotional materials, or presentations. However, Your name will not be utilized if You are a natural person, and the content provided by You remains subject to the confidentiality clauses outlined in these General Terms of Sale.

9.5.  You are prohibited from using 3DCareDesign's trademarks, trade names, or any other indicators in connection with the Parts or making any public references to 3DCareDesign, whether in press releases, advertisements, sales literature, or otherwise, without the prior written consent of 3DCareDesign.

10.  Your representations

10.1. You affirm and guarantee that You possess the rightful authority and capacity to enter into these General Terms of Sale, whether on Your own behalf or representing an entity. Additionally, You assert that You are authorized to place an Order. It is further affirmed that You are at least 18 years of age or meet the legal age requirements to validly execute contracts under the applicable laws.

10.2. You assert and guarantee that You hold full rights and authority to furnish us with all data, including 3D CAD data and drawings, documentation, drawings, and specifications. You confirm that all data You provide is accurate and truthful and that You are duly authorized to grant the license as referenced in Section 9.

10.3. You additionally declare and assure that You shall utilize the Parts strictly in accordance with all Thailand Laws and requisites.

10.4. You represent and warrant that You understand and agree with, including making the relevant certifications under, this 3DCareDesign export control policy (the "Export Control Policy"), as follows:

10.4.1.  You affirm your understanding that 3DCareDesign does not accept Export Controlled Data. "Export Controlled Data" is defined as data controlled for export under Thailand laws, including (technical) data and/or end Parts falling under either (1) Arms Trade Treaty: ATT or (2) subject to the laws of the Department of Foreign Trade, Ministry of Commerce of Thailand.

10.4.2.  You certify that the data you provide (including 3D CAD data and drawings) and/or your Order DOES NOT include Export Controlled Data.

10.4.3.  You comprehend that by uploading your data to the 3DCareDesign website or Email or Line official account, you are exporting data to another country. 3DCareDesign maintains operations outside of Thailand employs non-Thai persons, and has non-Thai manufacturing partners.

10.4.4.  You certify that you understand it is your responsibility to determine and provide the appropriate export classification for the products and related technology and software to be provided to 3DCareDesign and to comply with the prohibition on Export Controlled Data provided herein. 3DCareDesign relies entirely on you to provide accurate information for compliance with applicable export control laws. The export classification indicates whether the product and related technologies are controlled, the relevant jurisdiction or jurisdictions, when an export license is required, and whether the product and technology qualify for a license exception. An incorrect classification could result in export control violations, leading to significant fines and other sanctions.

10.4.5.  You represent and warrant that the production, shipping, sale, and use of the Parts or tooling by us in response to your Order, does not violate any export control laws or regulations.

10.4.6.  You represent and warrant that you will not, directly or indirectly, (i) sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from 3DCareDesign to any destination, entity, or person prohibited by the laws or regulations of Thailand and/or your local jurisdiction or (ii) use Parts for any use prohibited by the laws or regulations of Thailand, and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

10.4.7.  You may not use 3DCareDesign's services if you are the subject of the UN Sanction List with Thailand law imposed by the governments of the country where you are using 3DCareDesign's services.

10.5.  You further represent and warrant that Your uploaded data (including 3D CAD data and drawings) and/or Your Order comply with, and do not violate, the following 3DCareDesign content policy (the "Content Policy"). You represent and warrant that Your uploaded data (including 3D CAD data and drawings), Your Order and/or the production, shipping, sale, and use of the Parts or tooling by us:

10.5.1.  Does not contain any weapons. Weapons are broadly defined as:

10.5.1.1.   Firearms, firearm component parts, or ammunition. This includes, but is not limited to, (1) any device designed to expel a projectile by the action of an explosive; (2) any device capable of being concealed on the person from which a shot can be discharged through the energy of an explosive; (3) any component part integral to the safe firing of a projectile by means of an explosive; and (4) ammunition including cartridge cases, primers, bullets, or propellent powder designed for use in any firearm.

10.5.1.2.   Bladed weapons. This includes, but is not limited to, knives that might cause bodily harm and any part or component thereof. A bladed weapon includes automatic knives, knives that are undetectable by a metal detector, stilettos, switchblades, butterfly knives, throwing knives, folding knives, gravity knives, and disguised knives (for example, a sword cane).

10.5.1.3.   Explosive devices. This includes, but is not limited to, grenades, rockets, explosives, incendiary devices, missiles, land mines, and related parts or components thereof.

10.5.1.4.   Toy guns or other items with arms-like appearance. This includes, but is not limited to, paintball guns, airsoft guns, training weapons, mock guns, mock weapons, weapon replicas, and items that look like a gun or other weapon.

10.5.1.5.   Arms-related items and/or weapon accessories. Accessories, parts, or components to any weapon if that accessory/part/component contributes to the functioning of the weapon and/or attaches to the item. For example, this includes, but is not limited to, scopes, mounts, and knife handles because they are attached to a weapon, but would not include a knife case or holster because they are neither attached to nor contribute to the functioning of the weapon.

10.5.2.  Does not violate, misappropriate, or infringe any intellectual property rights (including but not limited to any copyright, patent, design right, trademark, trade secret, or any other proprietary rights) or any third-party rights.

10.5.3.  Does not contain information which is false, inaccurate, misleading, harassing, racially or ethnically offensive, discriminatory, harmful to minors, libelous or defamatory, including information used to produce counterfeit goods.

10.5.4.  Will not be implanted in a human body.

10.5.5.  Is not contrary to or in violation of any applicable law or regulations or public policy.

10.5.6.  Does not violate our Export Control Policy.

10.6.  3DCareDesign, at its sole discretion, reserves the right to decline the production of any critical (functional) parts intended for aerospace, watercraft, offshore, automotive, and/or medical applications. A part is classified as critical if it meets any of the following criteria:

10.6.1.  It has the potential to directly or indirectly influence the stability, driving, braking, or steering of the machine.

10.6.2.  It can impact the propulsion, navigation, safety, or life support systems.

10.6.3.  In the event of a defect, it could lead to a product recall or pose a risk to the safety or health of end-users.

10.6.4.  It necessitates any form of certification under customer requirements.

10.7. It is important to acknowledge that uploading data, including 3D CAD data and drawings, for the purpose of manufacturing firearms may carry legal consequences. 3DCareDesign is bound by statutory obligations to report any data or Orders related to firearms that it reasonably deems suspicious.

10.8. 3DCareDesign retains the prerogative to decline any Order that, in its discretion, is founded on data it deems to be in violation of this Content Policy. It is and shall remain your sole responsibility to adhere to this Content Policy when uploading data to our website or email or line official account and initiating Orders. 3DCareDesign is not bound to scrutinize the uploaded data prior to accepting or processing any Order, or prior to the production of Parts by its manufacturing partners.

If you have any uncertainty regarding whether your data (including 3D CAD data and drawings), your Order, and/or the production, shipping, sale, and use of the Parts or tooling by us aligns with our Content Policy, we strongly advise against uploading your data.

10.9. We retain the authority (though not the obligation) to scrutinize any data submitted by You, and to initiate an inquiry and/or take suitable action at our sole discretion if You contravene our Content Policy, any other provision outlined in these General Terms of Sale, or otherwise generate liability for us or any other party. Such measures may encompass the removal or modification of Your data, the termination of Your account, and/or the reporting of the violation to law enforcement authorities. It is imperative to acknowledge that any attempt by You to impair the functionality of our website or undermine the legitimate operations of 3DCareDesign's business or services may be classified as a breach of both criminal and civil laws. In such instances, we reserve the right to pursue damages from You to the maximum extent permitted by law.

11.  Force Majeure

11.1. 3DCareDesign shall not bear responsibility for any delay or failure in delivery or performance of its obligations under any Order attributable to events beyond reasonable control, commonly referred to as force majeure. Such events may include, but are not limited to, acts of war, riots, acts of terrorism, natural disasters, pandemics, embargoes, strikes, concerted worker actions, casualties, accidents, the failure of any manufacturing partner of 3DCareDesign to fulfill their obligations, or any other causes or circumstances that impede or hinder the production or delivery of the Parts.

11.2. 3DCareDesign reserves the right to temporarily suspend performance under an Order for the duration of such delay caused by a force majeure event or, at its sole discretion, to cancel the Order. In such cases, 3DCareDesign shall not be held liable for any resulting damages.

11.3. It is explicitly stated that the provisions of this Section 11 shall not absolve You from Your responsibility to fulfill payment obligations for amounts that are due and payable under an Order.

12.  DISCLAIMER OF WARRANTIES

12.1. Any Parts or tooling provided are offered on an "as-is" and "as available" basis. To the extent permitted by applicable law, 3DCareDesign (along with our manufacturing partners) expressly disclaim any and all warranties and conditions, be they express, implied, contractual, or statutory. This includes, but is not limited to, warranties, representations, guarantees, or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. If mandatory law requires any (statutory) warranties regarding the Parts or tooling, all such warranties are limited in duration to ninety (90) days from the date of delivery.

12.2. You hereby release and forever discharge 3DCareDesign (as well as our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature. This includes personal injuries, death, and property damage, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Parts and/or Your Order.

12.3. In the event that mandatory law does not permit any of the exclusions or limitations of liability or any of the disclaimers of warranties stated in these General Terms of Sale, such exclusions, limitations, or disclaimers shall be restricted to the maximum extent allowed by applicable law.

12.4. No advice or information, whether oral or written, obtained from 3DCareDesign, through the website, or from any representative, will create any warranty not expressly outlined herein.

13.  LIMITATION OF LIABILITY

13.1. To the maximum extent permitted under applicable law, and subject to the final paragraph of this section, 3DCareDesign (along with our manufacturing partners) do not accept liability for Parts not being available for use, or for lost revenue or profits or loss of business or other economic loss.

13.2. To the maximum extent permitted under applicable law, and subject to the final paragraph of this section, 3DCareDesign (and our manufacturing partners) will not be liable to You or any third party for any claims, actions, injury, personal injury or death, lost profits, lost data, lost income, loss or damage to property, costs of procurement or substitute products or any direct or indirect, compensatory, consequential, exemplary, incidental, special or punitive damages under any legal theory or form of action (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) arising out of or related to Parts, tooling, Orders, delivery, or otherwise relating to these General Terms of Sale, even if advised of the possibility of such damage, or for any claim by any third party.

13.3. To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to You for any damages arising from or related to any Order and/or these General Terms of Sale (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of the amount paid by You to us under the Order under which the liability arose. The existence of more than one claim will not enlarge this limit. You agree that our manufacturing partners will have no liability of any kind arising from or relating to these General Terms of Sale.

13.4. Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, Sections 12 and/or 13 may not partially or entirely apply to You. To the extent that any such limitation or exclusion of liability or warranty is circumscribed, it shall be limited to the least extent possible under applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

14.  Indemnification

14.1. You agree to indemnify and hold 3DCareDesign (and its officers, directors, employees, representatives and agents), its affiliates (and their officers, directors, employees, representatives and agents), and its and its affiliates' (sub)contractors (including manufacturing partners) harmless from and against any and all loss, liability, penalty, third-party claims, damages, demands, costs and other expenses (including reasonable attorneys' fees and court costs and litigation expenses) arising out of or relating to:

14.1.1.  Your breach of the Order or these General Terms of Sale;

14.1.2.  Any acts or omissions by You relating to our performance under an Order or these General Terms of Sale;

14.1.3.  Any and all use, distribution and/or sale of Parts; and

14.1.4.  Any claim of third parties (including government authorities) arising out of an Order or these General Terms of Sale or the production, shipping or sale of the Parts and/or Your data (including 3D CAD data and/or drawings), including but not limited to a claim that the use of such data and technical drawings and/or the production, shipping or sale of Parts violates any applicable law or the intellectual property or other rights of a third party.

14.2. You will, if instructed by us, defend us from any third party claim covered by the indemnity under Section 14.1 ("Third Party Claim"), at Your expense, using counsel reasonably acceptable to us. You will not consent to any settlement or judgment of any Third Party Claim without our prior written consent. We may participate in the defense of any Third Party Claim with our own counsel at our own expense.

14.3. 3DCareDesign reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

15.  Confidentiality

3DCareDesign shall not disclose, and shall procure that its employees and (sub)contractors shall not disclose, any data (including 3D CAD data), documentation, drawings and specifications provided by You, other than to its affiliates and (sub)contractors as necessary to produce, ship and sell the Parts to You. This restriction will not apply in the event of a legal obligation or duty to disclose the information, or when the information is or becomes (publicly) known or is independently developed by 3DCareDesign, its employees or its contractors without the use of such information, or if the information is disclosed to 3DCareDesign by a third party.

16.  Termination

16.1.    Without prejudice to any other rights 3DCareDesign may have under these General Terms of Sale or the applicable laws, 3DCareDesign has the right to immediately terminate Your Order and/or Your account in whole or in part if, in its sole discretion:

16.1.1.  You are declared bankrupt, are granted a (temporary) moratorium on payment of Your debts, if You have filed a petition for bankruptcy or if a receiver is appointed for You,

16.1.2.  You go into liquidation or there is a threat of suspension of payments,

16.1.3.  You cease, or threaten to cease, to carry on Your business,

16.1.4.  You or Your representatives makes any libelous or slanderous statement, or are hostile or abusive against 3DCareDesign, its employees or its representatives; or

16.1.5.  You breach these General Terms of Sale.

16.1.6.  Up You breach these General Terms of Sale.

16.2.    Upon termination pursuant to Section 16.1, 3DCareDesign shall not have any liability for or obligation to deliver the Parts. Any amounts that You paid 3DCareDesign are nonrefundable, and any amounts that You still owe 3DCareDesign under the Order become immediately due and payable in full.

17.  Miscellaneous

17.1.    If any provision of these General Terms of Sale is, for any reason, held to be invalid or unenforceable, the other provisions of these General Terms of Sale will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it most closely matches the original provision and is valid and enforceable to the maximum extent permitted by law. The remaining provisions shall be enforced.

17.2.    These General Terms of Sale shall be construed as if both parties drafted it jointly, and shall not be construed against either party as principal drafter.

17.3.    A waiver by us of any right or remedy under these General Terms of Sale shall only be effective if it is in writing, executed by a duly authorized representative of ours and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or provision of these General Terms of Sale shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

17.4.    Orders and these General Terms of Sale, including Your rights and obligations therein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 3DCareDesign may freely assign any Order or these General Terms of Sale. The terms and conditions set forth in any Order or these General Terms of Sale shall be binding upon assignees.

17.5.    All notices sent under these General Terms of Sale shall be in writing and delivered by prepaid commercial courier or by email. Notices to 3DCareDesign shall be sent to 3DCareDesign at 234/315 Bangna-Trad,RD Bang Cha long Bang Phi ,Samutprakarn, Thailand 10540 and service@3DCareDesign.com, and notices to You shall be sent to the contact person provided by You in Your Order. Notices are deemed delivered upon dispatch of mail or email.

17.6. These General Terms of Sale, together with an accepted Order, the Privacy Policy (defined below), and our 3DCareDesign Terms of Use, constitute the entire agreement between the parties relating to the subject matter herein and supersedes all previous agreements, arrangements, and undertakings between the parties with respect to that subject matter (including but not limited to provisions in Your Order that are rejected).

17.7.    All provisions within these General Terms of Sale which by their nature are intended, whether express or implied, to survive the termination or the expiration of an Order, including but not limited to Your payment obligations and Sections 2 through 18 shall survive.

17.8.    These General Terms of Sale are subject to occasional revision. If we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to us (if any), and/or by prominently posting notice of the changes on our website. You are responsible for providing us with Your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to You the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Placement of an Order following notice of such changes shall indicate Your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. If You do not place an Order within thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of the changes on our website (if applicable) nor explicitly object to the applicability of the changes in writing within thirty (30) calendar days after our dispatch of the e-mail notice or (if applicable) our posting of the changes on our website, then the expiration of the thirty (30) days will indicate Your acknowledgment of such changes.

17.9.    If, contrary to Section 1 hereto, these General Terms of Sale are used in a situation in which You are a consumer and not a professional customer, some terms and conditions will not apply to You. In this case, these General Terms of Sale are applicable to the extent permitted by applicable consumer law; Your rights under these laws are not affected or limited by these General Terms of Sale. Because Your Parts are custom, made-to-order, no right (statutory or otherwise) of withdrawal or cancellation applies.

17.10. Information about how we collect and/or process Your personal data is provided in our privacy policy ("Privacy Policy").

17.11. Your relationship to 3DCareDesign is that of a user, and neither party is an employee, agent, partner, franchisee, owner, joint venturer or representative of the other party.

17.12. The communications between You and us use electronic means, whether You use our website or send us emails, or whether 3DCareDesign posts notices on our website or communicates with You via email. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in hardcopy writing. The foregoing does not affect Your non-waivable rights.

17.13. The contractual relationship is non-exclusive. Each party is free to contract with other third parties subject to its obligations under these General Terms of Sale. You agree that nothing (including reviewing Your files and/or quote) will preclude us from manufacturing other parts or working with other companies, whether or not those companies or parts are substantially similar to, or competitive with, Your files, Parts or Order and/or the services that we provide to You.

17.14. All the words, phrases, terms and meanings under these General Terms of Sale shall only be construed and interpreted in the English language. All the notices, documents, legal or arbitration proceedings initiated or given pursuant to these General Terms of Sale shall be in the English language only.

18.  Governing Law and Exclusive Forum

18.1.    The applicability of the UN Convention on the International Sale of Goods is excluded.

18.2.    Unless provided otherwise by operation of applicable mandatory law, any dispute, claim, cause of action, or proceeding arising out of, or in connection with, these General Terms of Sale, the relationship between 3DCareDesign and You or Your use of our services, on any basis whatsoever, shall be brought in the courts located in Thailand, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue, and inconvenient forum objections to such courts. The laws of Thailand will apply, respectively to any disputes arising out of or relating to these General Terms of Sale, without regard to conflict of laws principles.

18.3.    We are located at the address listed in these Terms.

Version 2 – 10 January 2024
(PDF Display)

3DCareDesign
234/315 Bangna-Trad,RD
Bang Cha long Bang Phi ,
Samutprakarn, Thailand 10540
096-6342690
service@3dcaredesign.com