Mobility & Industrial T&C | Life Sciences T&C | Digital Solutions T&C
Last updated: January 22, 2024
These Terms and Conditions of Sale (“Terms and Conditions”) set forth the terms and conditions of an offer by SyBridge Digital Solutions, LLC (“SyBridge Digital Solutions”) to purchase parts or services. By accepting an offer to purchase any parts or services from SyBridge Digital Solutions via www.SyBridge.com, a purchase order or any other method, you expressly acknowledge and consent to these Terms and Conditions and the SyBridge Digital Solutions Privacy Policy. In addition, by using www.SyBridge.com, you agree to the Terms of Use. IF YOU ARE PLACING AN ORDER OR USING WWW.SYBRIDGE.COM AS AN EMPLOYEE OR OTHER AUTHORIZED AGENT OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS AND TO BIND SUCH COMPANY OR OTHER ENTITY TO THE TERMS HEREOF. FOR CLARITY, IF YOU ARE PLACING AN ORDER OR USING WWW.SYBRIDGE.COM ON BEHALF OF A COMPANY OR OTHER ENTITY, THEN ALL REFERENCES TO “CUSTOMER” HEREIN SHALL REFER TO BOTH THE INDIVIDUAL USER AND THE COMPANY OR ENTITY. IF YOU (OR THE COMPANY OR ENTITY YOU REPRESENT) DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT PLACE AN ORDER OR USE WWW.SYBRIDGE.COM.
1 – Changes and Updates to these Terms and Conditions
a) SYBRIDGE DIGITAL SOLUTIONS RESERVES THE RIGHT TO MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME, AND THE CHANGES SHALL BE EFFECTIVE IMMEDIATELY ONCE PUBLISHED ON WWW.SYBRIDGE.COM. ANY SUCH CHANGES SHALL BE EFFECTIVE PROSPECTIVELY AND NOT RETROACTIVELY.
2 – Quotes
a) SyBridge Digital Solutions provides a quote for the customer’s parts, or services based on the files (e.g., 2D, 3D, etc.), drawings and other information submitted by the customer. Quotes expire 14 days after issuance of the quote to the customer unless extended in writing by SyBridge Digital Solutions.
b) Any change to the files (e.g., 2D, 3D, etc.), information or requirements submitted by the customer may result in a change in pricing and require an updated quote. The price of a part or service may change between quotes, even if the quote is a reorder of a previous part. Except as expressly set forth in a quote, purchase order or other definitive agreement with a customer, pricing relating to SyBridge Digital Solutions parts and services is subject to change at any time in SyBridge Digital Solutions’ sole discretion. SyBridge Digital Solutions reserves the right to correct clerical and other typographical errors in any quote.
c) SyBridge Digital Solutions quotes include shipping, tax and duty estimates unless a customer will be using their own shipping account information. Quoted shipping costs are subject to change and valid for 14 days from the date of the quote unless otherwise expressly agreed in writing by SyBridge Digital Solutions. For further information on shipping estimates, see Section 4.1(b) below. For further information on tax / duty estimates, see Section 6.3 below.
d) Quoted lead times correspond to manufacturing lead times and may be adjusted at time of order.
Except as expressly set forth in a quote, purchase order or other definitive agreement with a customer, lead times relating to SyBridge Digital Solutions parts and services are subject to change at any time in SyBridge Digital Solutions’ sole discretion.
e) The customer is solely responsible for ensuring that (1) all information provided by the customer in a quote request or order is accurate and complete, and (2) the specifications for the order are in accordance with any and all applicable manufacturing limitations, design manufacturing checks, industry standards and common manufacturing practices for customer’s intended use. Customer acknowledges and agrees that it assumes all risk and liability for any specifications that are not in accordance with any applicable manufacturing limitations, design manufacturing checks, industry standards or common manufacturing practices for customer’s intended use (whether or not SyBridge Digital Solutions has notified customer thereof).
f) Expedited Order Quotes: Expedited options are also subject to Section 3 (Orders and Contract Acceptance) and Section 4 (Shipping and Delivery). The quoted lead times are estimates and re-calculated at time of order placement. Expedited options are a limited availability service and are based on a reasonable commercial efforts commitment.
3 – Orders and Contract Acceptance
3.1 Placing an order:
a) Customer may place an order with SyBridge Digital Solutions through www.SyBridge.com or using a purchase order or other method approved by SyBridge Digital Solutions. Customer is solely responsible for providing a three dimensional (3D) model (required for www.SyBridge.com orders), two dimensional (2D) model, drawings, and any other necessary design, specifications or other information relating to the part that the customer would like to be produced. If placing an order through www.SyBridge.com, the customer may choose certain specifications from the list of available options (e.g., material, color, surface and size of the measurement) for the part. Customer is solely responsible for ensuring the accuracy of all information provided to SyBridge Digital Solutions. Certain restrictions with respect to options for a particular part may apply. b) Customer is solely responsible for ensuring that all information provided in the order is accurate and complete. SyBridge Digital Solutions may provide (but is not obligated to provide) information and feedback regarding the manufacturability of a part and manufacturing limitations. Customer may consider any such information at its discretion, and customer is solely responsible for ensuring that the part it designs and/or orders conforms to any applicable manufacturing limitations, design manufacturing checks, industry standards and common manufacturing practices for customer’s intended use.
c) Customers may request material certifications and inspection reports for parts during the ordering process for an additional fee. Material certifications and inspection reports requests must be made in writing at the time of order submission. If a material certification or inspection report request is made by the customer after order submission, such request shall be deemed a modification and SyBridge Digital Solutions shall have no obligation to provide any such certification or report. In the event SyBridge Digital Solutions elects to provide such late requested certification or report, SyBridge Digital Solutions can elect, in its sole discretion, to cancel the applicable order and provide a new quote to reflect any pricing changes (see Section 2(b)), including, without limitation, additional charges relating to customer’s updated order.
3.2 Order acceptance:
a) Each order submitted by the customer constitutes a binding commitment by the customer to purchase the parts and services described therein, to which these Terms and Conditions apply. Where customer submits an order via purchase order, except for parts and services descriptions, quantities and pricing, any terms and conditions contained in any purchase order submitted by the customer are hereby expressly rejected and shall not modify, amend, supplement or supersede these Terms and Conditions or otherwise be binding on SyBridge Digital Solutions, unless otherwise expressly agreed by the parties in a written instrument signed by an authorized officer of SyBridge Digital Solutions.
b) SyBridge Digital Solutions is under no obligation to accept an order and reserves the right to reject any order, in its sole discretion, before it has formally accepted the order. Orders are deemed accepted by SyBridge Digital Solutions only if expressly confirmed in writing by SyBridge Digital Solutions, including, without limitation, by confirmation letter, electronic confirmation, or a signed contract.
c) SyBridge Digital Solutions may, in its sole discretion, perform a credit check on the customer and/or require a full pre-payment or deposit by credit card (or other payment method acceptable to SyBridge Digital Solutions) or other assurances of payment prior to acceptance of an order. In the event a deposit or pre-payment is required for an order, the order shall not be deemed confirmed or accepted until the required deposit or pre-payment, or other assurance of payment required by SyBridge Digital Solutions, has been delivered by customer and cleared or settled, as applicable. All deposits and pre-payment amounts are non-refundable and non-cancelable except as otherwise expressly provided herein. By placing an order with SyBridge Digital Solutions, the customer hereby consents to SyBridge Digital Solutions conducting a credit check.
d) For the avoidance of doubt, SyBridge Digital Solutions’ acceptance of and ongoing performance under any order is expressly subject to the conditions precedent that: (i) there are sufficient resources available to SyBridge Digital Solutions to complete the order within the stated timelines and at the stated price, (ii) the order was not accepted on the basis of inaccurate information provided by customer, including, but not limited to, information regarding pricing and specifications, (iii) any credit check or receipt of pre-payment, deposit or other assurance of payment required by SyBridge Digital Solutions has been satisfactorily completed and/or received, as determined in SyBridge Digital Solutions’ sole discretion and (iv) customer has complied with all of the requirements and its obligations under these Terms and Conditions. If these conditions precedent are not met, SyBridge Digital Solutions is entitled to reject, cancel or suspend performance under the order without refund of any kind.
e) Material Cost Increase – If there is an event where there is a significant cost increase for material cost (e.g., 5%+) to manufacture the product after the quote has been issued, SyBridge Digital Solutions and the customer can negotiate in good faith on an agreeable price adjustment. If the customer does not agree to the price adjustment, SyBridge Digital Solutions reserves the right to cancel the order without further liability for any cost and other associated expenses or damages incurred.
3.3 Deviations:
a) Following order submission, SyBridge Digital Solutions reserves the right to request customer’s approval for any alteration, modification or change to the specifications of any part in the event SyBridge Digital Solutions determines that the manufacture of a part in accordance with the customer specifications set forth in the original order is impossible or economically impractical, or otherwise is likely to have an adverse impact on the resulting part. Customers will be able to see and review any changes to the original order, specifications and/or the estimated costs (production, delivery, and other taxes when applicable) requested by SyBridge Digital Solutions before approving the changes. If the order is already in process, the order will be paused for up to 3 business days and will not continue until the customer provides written approval that the changes are acceptable. If customer does not approve the changes within 3 business days of SyBridge Digital Solutions’ request, SyBridge Digital Solutions may, in its sole discretion, recommence processing of customer’s order per the requested changes and/or SyBridge Digital Solutions’ standard tolerances, or cancel the customer’s order without refund or liability of any kind. For the avoidance of doubt, customer assumes and retains full responsibility for, and SyBridge Digital Solutions assumes no responsibility for, any alterations, modifications or changes to specifications unless such alterations, modifications or changes have been expressly rejected by customer within 3 business days of SyBridge Digital Solutions’ request in accordance with this Section 3.3(a).
b) Once an order is in process, SyBridge Digital Solutions will contact the customer regarding limited deviations with regard to color, hardness, etc. that impact the manufacturability of the order, unless SyBridge Digital Solutions specifically agrees to the contrary in writing. Unless the customer expressly objects in writing to such deviations, the customer assumes all responsibility and liability for those deviations as part of the original order.
3.4 Tooling / Material Ownership:
a) Mold Life – Where mold tooling is purchased by a customer, SyBridge Digital Solutions will guarantee the tool life as designated by the quoted number of parts or shots listed on the SyBridge Digital Solutions quote. SyBridge Digital Solutions and its partners will maintain such tooling at its own expense within the quoted tool life. By accepting an order, the customer agrees that any part made using any mold tooling beyond the quoted tool life will be considered “as-is” and without any warranty of any kind.
b) Product-Specific Tooling (ownership / possession) – All Product-Specific Tooling paid for by customer shall be the property of the customer; provided, however, that any reusable Proprietary Components will remain the property of SyBridge Digital Solutions, and all Product-Specific Tooling must remain at SyBridge Digital Solutions’ production facility. As long as SyBridge Digital Solutions is making parts for the customer in SyBridge Digital Solutions’ facility, SyBridge Digital Solutions warrants the Product-Specific Tooling for the number of parts or “shots” indicated on the SyBridge Digital Solutions quote (tool rating).
*As used in these Terms and Conditions, “Product-Specific Tooling” means tooling and molds developed specifically for the customer pursuant to an accepted order, such as an A-side (cavity) block or insert, a B-side (core) block or insert, cam faces if the tooling requires side actions, and inserts if the tooling requires inserts. “Proprietary Components” means all proprietary or reusable components developed by SyBridge Digital Solutions, including, but not limited to, fixturing, B-Side rails, pillars, insert carrier frames, cam sliders and angle pins, cooling jackets, heating jackets, alignment gimbals, cross-slides and vernier adjusters, setup jigs, sprue bushings, mold locks, reconfigurable ejectors, ejector pin plates and custom cut ejector pins, ejector clamps, shims, wedges, screws and springs or other reusable parts needed to make the tooling ready for production. Due to the proprietary nature of SyBridge Digital Solutions’ process, Product-Specific Tooling is generally not compatible with or transferable to other equipment.
c) Product-Specific Tooling (transfers) Most Product-Specific Tooling is generally not compatible or transferable to other equipment that is outside SyBridge Digital Solutions’ facility or a manufacturing partner’s facility. The Product-Specific Tooling is considered “Non-Export” tooling. If the customer insists on transferring it, then the customer is solely responsible for all costs associated with such transfer and takes over all liability and expenses associated therewith, including, but not limited to, moving costs, necessary insurance, tariffs, and applicable taxes, and customer shall indemnify SyBridge Digital Solutions for any and all claims, losses, liabilities, damages, costs and expenses arising from such transfer or the use of such Product-Specific Tooling.
d) Tooling inactivity – SyBridge Digital Solutions’ manufacturing tooling storage policy is such that after a 24 month period of inactivity on the manufacturing tooling, SyBridge Digital Solutions may destroy, repurpose or otherwise dispose of the manufacturing tooling, at its sole discretion. If customer requests in writing prior to any 24 month period of inactivity, SyBridge Digital Solutions may, subject to storage space availability and other constraints, continue to store the tooling past the 24 month period at an annual storage cost to be determined by SyBridge Digital Solutions and quoted to customer, depending on size and space that it occupies. The storage cost invoice will be presented at standard payment terms the customer account is held to (or net 30 days from the date of invoice, if no standard payment terms are then in effect).
e) Tooling Warranty – Any and all manufacturing tooling and mold life warranties expire and are invalidated as soon as the tooling is moved to a location outside SyBridge Digital Solutions’ facilities or its partners.
f) Design For Manufacturability (DFM) Stage – In the interest of keeping projects in motion and avoiding stagnation, it is an expectation of SyBridge Digital Solutions that responses and feedback to DFM’s must be provided by the customer to SyBridge Digital Solutions within 14 days of the customer’s receipt of each DFM. If the customer does not provide feedback within such 14 day period, SyBridge Digital Solutions reserves the right to cancel the order and bill for any work that had been completed on the order to date.
g) TX Sampling Stage – In the interest of keeping projects in motion and avoiding stagnation, it is an expectation of SyBridge Digital Solutions that responses and feedback to TX samples (T1, T2, TX, etc.) must be provided by the customer to SyBridge Digital Solutions within 14 days of the customer’s receipt of each set of TX samples. If the customer does not provide feedback within such 14 day period, SyBridge Digital Solutions reserves the right to authorize production to be kicked off and completed and to bill the customer for the full amount of the parts on the order. Any changes to requirements or design parameters during TX sampling may result in additional expenses billed to the customer. With approval of TX samples; the customer takes on full liabilities regarding design (including material choice and nominal geometries).
h) Tool Location – To take advantage of the more competitive rates and provide the best possible pricing to our customers, SyBridge Digital Solutions reserves the right to use its global network of partners and suppliers for the quotation of tooling and manufacturing. Domestic options for molding projects are available upon explicit request by the customer. Upon this request, it must be made explicit if tooling is required to be manufactured domestically.
*Domestic molding projects are guaranteed to have all TX samples and production parts molded domestically, but may have the tool(s) cut internationally to offer the best rates to our customers.
i) Customer-Supplied Materials – If Customer is supplying material, inserts or other parts for the production of Customer’s product(s) (“Customer-Supplied Materials”), customer is responsible for delivering such Customer-Supplied Materials: (1) on time, to the location specified by SyBridge Digital Solutions; (2) in good condition suitable for manufacture, as determined by SyBridge Digital Solutions; and (3) with the sufficient amount of material needed for production, including allowances for loss, waste and/or scrap.
Customer is responsible for all delivery costs, including but not limited to shipping, customs fees, taxes and insurance related to Customer-Supplied Materials. The parties agree that no cost of any kind related to Customer-Supplied Materials shall be borne by SyBridge Digital Solutions.
Excess product(s) and/or excess materials over the order quantity amount specified in an applicable quote or other order document may remain in SyBridge Digital Solutions’ possession (“Excess Materials”). Notwithstanding anything herein to the contrary, neither SyBridge Digital Solutions nor SyBridge Digital Solutions’s manufacturing partners shall be liable for storage of Excess Material(s). SyBridge Digital Solutions makes no warranties, express or implied, regarding the future condition or availability of Excess Materials, unless otherwise agreed upon in a mutually signed writing. SyBridge Digital Solutions shall promptly notify customer of any Excess Materials in SyBridge Digital Solutions’ or its manufacturing partner(s)’ possession upon completing customer’s order. Within 14 days of receipt of such notice of Excess Material(s) from SyBridge Digital Solutions, customer shall arrange for transport and take possession of Excess Materials at customer’s designated location at customer’s sole cost and expense. At SyBridge Digital Solutions’s sole and exclusive discretion, any Excess Materials remaining in SyBridge Digital Solutions’ or its manufacturing partner(s)’ possession 30 days after delivery of the notice of Excess Material(s) to customer may be shipped to the customer’s primary address, at customer’s sole expense.
3.5 Certificate of Origin & Subcontracting:
a) SyBridge Digital Solutions does not provide any certificate of origin under these Terms and Conditions or any order, unless specifically agreed to in writing by SyBridge Digital Solutions. SyBridge Digital Solutions specifically disclaims any “passive” certifications included in any of the customer’s purchase orders, documents or communications related to these Terms and Conditions.
b) Customer acknowledges and agrees that SyBridge Digital Solutions may subcontract performance and delivery of any order, in whole or in part, to any of SyBridge Digital Solutions’ affiliates or third-party partners.
3.6 Partial Shipments:
SyBridge Digital Solutions reserves the right to ship parts under an order in a single shipment or in multiple shipments, as deemed necessary and reasonable in SyBridge Digital Solutions’ discretion. SyBridge Digital Solutions will notify the customer if an order will be delivered in a single shipment or in multiple shipments.
3.7 Storage:
If SyBridge Digital Solutions is engaged by customer to perform Vendor Managed Inventory services via a separate written agreement or statement of work, SyBridge Digital Solutions agrees to receive, store, and release the products in accordance with the signed agreement or statement of work. Rates will be provided for repackaging, receiving in, shipping out, loading, inventory reports, and any other services provided outside of storage and contained in the agreement or statement of work.
3.8 Cancellation or Modification of Order:
a) Since each order is custom manufactured, the customer may not cancel or modify any order once it has been placed. SyBridge Digital Solutions, in its sole discretion, may permit a customer to cancel or modify an order within 1 week of order placement and may charge a fee not to exceed 103% of the total order value if a customer requests such a cancellation.
b) Customer is solely responsible for ensuring that the specifications and other information in an order is accurate and complete before submitting it. Customer may not change or modify any such specifications or information after the order has been submitted unless expressly agreed in writing by SyBridge Digital Solutions in its sole discretion. In the event SyBridge Digital Solutions permits a change to an order after it has been placed, customer will be responsible for any additional charges, including, but not limited to, additional shipping fees, service charges, prepayment amounts, fees for billable labor and materials used to date and any other costs incurred by SyBridge Digital Solutions.
c) SyBridge Digital Solutions may, at its sole discretion and at any time during the quotation, ordering and manufacturing process, revoke and/or cancel any quote or order for technical issues or any other reason and refund to customer all fees paid for undelivered parts.
3.9 Design & Testing Responsibility & Regulatory Requirements:
a) Customer is solely responsible for (and SyBridge Digital Solutions assumes no responsibility for) the design of the parts that are the subject of each order. To the extent SyBridge Digital Solutions recommends design modifications or provides design analysis, simulation or advice, SyBridge Digital Solutions does so only to help meet the requirements of SyBridge Digital Solutions’ own manufacturing process, and in no event shall SyBridge Digital Solutions be held liable for customer’s reliance on, or decisions made based upon, any such design modifications, analysis, simulation or advice.
b) Customer retains sole legal responsibility for the design specifications and performance of the parts that are the subject of each order. Customer is solely responsible for ensuring the parts and services purchased from SyBridge Digital Solutions meet applicable regulatory requirements. In the event of any shortage of raw materials or other supplies, SyBridge Digital Solutions may allocate materials and supplies among its customers in such manner as SyBridge Digital Solutions may determine in its sole discretion, and shall have no liability on account of any delay or cancellation on account thereof.
c) Customer is solely responsible for (and SyBridge Digital Solutions assumes no responsibility for) any and all testing on design manufacturability of the parts that are the subject of each order. In no event will SyBridge Digital Solutions undertake any obligation to conduct any such testing for customer unless explicitly agreed to in a separate written testing or similar services agreement signed by authorized representatives of both SyBridge Digital Solutions and customer.
4 – Shipping and Delivery
4.1 Costs, Estimates, Delivery, Requirements, and Force Majeure:
a) Shipping Costs – Customer is responsible for all shipping, handling, and delivery costs, which will be charged to the customer at checkout (for orders placed through www.SyBridge.com) or quoted to the customer and added to the customer’s applicable invoice(s). The shipping rate specified on a quote is an estimated rate only. Actual shipping charges may differ based on shipper characteristics and the characteristics of, and services requested for, shipments actually tendered. Rates are exclusive of residential fees and lift gate surcharge. Additional fees and charges may apply for these services. Rates apply only for cargo of legal weight and dimensions. Legal weights and dimensions can vary by country.
b) Shipping Estimates – Quotes issued by SyBridge Digital Solutions may include an estimated shipment date. The estimated shipment date is a preliminary estimate of the planned date of shipment based on the ordering information submitted by customer and the working conditions at the time the quote is issued, including estimated manufacturing lead times, delivery of tooling and other materials needed by SyBridge Digital Solutions to perform the work, and carrier transit times. Notwithstanding anything to the contrary, in no event will any estimated shipment date be binding on SyBridge Digital Solutions in any way. SyBridge Digital Solutions will give customer notice if the part(s) cannot be shipped by the estimated shipment date. Such notice shall specify a new estimated shipment date. Additional fees may apply if customer requests any alternate shipping methods and/or shipping insurance.
c) Delivery – Notwithstanding any estimated shipment date specified in a quote or other delivery schedule agreed by the parties at the time of order submission, SyBridge Digital Solutions reserves the right to ship parts whenever SyBridge Digital Solutions deems such parts as completed and ready for shipment. Any request by customer for SyBridge Digital Solutions to delay shipment of any parts for any reason shall be subject to SyBridge Digital Solutions’ acceptance or rejection, in SyBridge Digital Solutions’ sole discretion. If SyBridge Digital Solutions accepts customer’s request for delayed shipment, customer shall be responsible for any additional charges, including, but not limited to, additional shipping fees, service charges, and other costs incurred by SyBridge Digital Solutions for extended lead times and/or parts storage. In addition, customer is solely responsible for ensuring that all delivery address information provided by customer is complete and accurate. If customer provides any incomplete or inaccurate delivery address information, SyBridge Digital Solutions is entitled to reject, cancel or suspend performance under the applicable order without refund of any kind.
d) Delivery Requirements and Insurance – Depending on the shipment terms selected, SyBridge Digital Solutions, at its discretion, may arrange the delivery requirements, including, without limitation, transport insurance, the mode of transport (SyBridge Digital Solutions reserves the right to vary the mode of transport if any regulations or other relevant considerations so require) and any special packaging requirements. If customer elects to ship an order under customer’s own account, customer will be solely responsible for arranging all delivery requirements, including, without limitation, transport insurance, the mode of transport and any special packaging requirements. All costs, taxes, duties and charges related to fulfilling any of the customer’s requests under this Section, shall be paid by the customer, unless otherwise agreed by both parties.
e) Force Majeure – SyBridge Digital Solutions shall not be responsible for any liabilities, losses, costs, damages or expenses arising from a delay or failure in delivery or performance of any of its duties under any order due to events beyond its reasonable control, or any acts of omissions or any other occurrence commonly known as force majeure, including, but not limited to, war, riots, acts of terrorism, acts of God, pandemics, natural disasters, embargoes, strikes, or other concerted acts of workers, casualties or accidents, failure or delay by any SyBridge Digital Solutions’ manufacturing partners or shipping carriers to meet their obligations or any other causes or circumstances that prevent or hinder the manufacture or delivery of the parts. For the avoidance of doubt, and notwithstanding anything to the contrary, SyBridge Digital Solutions’ failure to meet a shipping date or delivery period shall not constitute a breach of the order or these Terms and Conditions.
4.2 Incoterms:
a) Domestic – Unless otherwise agreed, delivery of any parts shipped from within the US shall be made FCA (Incoterms 2020) at the location specified on SyBridge Digital Solutions’ quote.
b) Import – SyBridge Digital Solutions offers customers FCA SyBridge Digital Solutions foreign warehouse or DDP (Incoterms 2020) for import shipments. When FCA terms are selected pursuant to an accepted order, the customer will be the Importer of Record (IOR) and will be responsible for all costs relating to the parts from the time they have delivered at SyBridge Digital Solutions’ foreign warehouse, including, but not limited to, all costs related to shipping or import clearance, duties, and taxes. If DDP terms are selected pursuant to an accepted order, parts will be delivered to the customer’s door and all costs for shipping, import clearance, duties, taxes, and fees will be listed on the quote and billed to customer with the parts order.
c) Export – SyBridge Digital Solutions offers customers FCA SyBridge Digital Solutions domestic premises or DAP at a named foreign port (Incoterms 2020). When FCA terms are selected pursuant to an accepted order, SyBridge Digital Solutions will prepare the parts for export and will load them on the customer’s preferred means of transportation at SyBridge Digital Solutions’ facility. If DAP terms are selected pursuant to an accepted order, SyBridge Digital Solutions will arrange delivery to a named foreign port and all the costs for export clearance, shipping, and fees will be listed on the quote and billed to the customer with the parts ordered. Regardless of whether FCA terms or DAP terms are selected, the customer will be the Importer of Record (IOR) and will be responsible for all costs relating to the parts from the time they have delivered at the designated location, including, but not limited to, all costs related to shipping or import clearance, duties, and taxes.
4.3 Trade Compliance:
a) HTS Classification – On all international orders, customer is required to provide the following detailed information: (1) part description and (2) Parent Product & End-Use (i.e. “Application”), and (3) End User by the time order is placed. Customer is solely responsible for ensuring that all such information is complete and accurate.
All HTS and ECCN classification information received from SyBridge Digital Solutions is for informational purposes only and shall not be construed as SyBridge Digital Solutions’ representation, certification, or warranty regarding the proper classification. Use of such classification information is at the customer’s sole risk and without liability of any kind to SyBridge Digital Solutions. The customer, if importer or exporter of record, is solely responsible for determining the correct classifications of all items prior to import or export and customer shall make its own export licensing determinations.
Customer agrees to provide complete customs documentation information and descriptions, including HTS (Harmonized Tariff Schedule) designations, end customer information, final destination, and intended use upon order placement both on www.SyBridge.com and at any time SyBridge Digital Solutions requests it.
b) Customers shipping prototype materials on SyBridge Digital Solutions’ account that meet the specifications as defined in Chapter 98 of the Harmonized Tariff Schedule of the United States can take advantage of the duty free tariff for prototypes only if the Prototype Declaration form is completed and signed prior to import.
c) EAR, ITAR & OFAC – Unless otherwise agreed by the parties, the customer is solely responsible for compliance with all applicable export restrictions and regulations of any U.S. agency or authority, including, but not limited to, the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State and embargo controls administered by the U.S. Department of the Treasury’s Office of Foreign Asset Controls (“OFAC”) with respect to the parts or services ordered by customer. In order for SyBridge Digital Solutions to conduct appropriate export control checks, the customer agrees to identify any export controlled (i.e. ITAR and EAR) goods, along with ECCN classification for the item to be manufactured or the ECCN classification for the finished parent product the part is for, in writing to SyBridge Digital Solutions by the time the customer accepts a quotation and to provide all pertinent information to the end customer, destination, and intended use of goods. By accepting a quote and placing an order, customer agrees and declares the purchased products will not be re-sold to any prohibited End Users in accordance with the General Prohibitions of the U.S. Export Administration Regulations enumerated under 15 CFR §736.2. SyBridge Digital Solutions reserves the right to stop shipping or providing parts if SyBridge Digital Solutions has reason to believe that any shipment or sale of parts may violate any export control law. Customer further acknowledges and agrees that SyBridge Digital Solutions does not and cannot provide, handle, or ship any goods subject to ITAR controls. Notwithstanding anything to the contrary, the customer shall be solely liable for any and all losses, liabilities, damages, costs and expenses incurred by SyBridge Digital Solutions as a result of customer’s non-compliance with export laws and regulations, including any failure to properly identify applicable export laws and regulations.
d) Anti-Corruption Commitment – Both parties and their respective employees, officers, directors, agents, and other representatives will comply with applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) and customer further represents and warrants that neither customer, nor any of its employees, officers, directors, agents, and other representatives, have made any payments or supplied anything of value directly or indirectly in connection with any order which could violate any applicable anti-corruption laws.
4.4 Packaging:
a) SyBridge Digital Solutions uses commercially reasonable efforts to suitably package parts for safe arrival through normal shipping considerations. No fees will be charged for packing, crating, cartons or delivery unless otherwise stated on an order. All packaging materials will be expendable unless otherwise noted in written communication from SyBridge Digital Solutions to the customer. If special packaging or shipping instructions are agreed upon by SyBridge Digital Solutions, the customer shall be liable for any additional charges incurred and indicated by SyBridge Digital Solutions. Special instructions for packaging shall be met by request of written instruction or drawings provided from the customer and are subject to SyBridge Digital Solutions’ acceptance or rejection in SyBridge Digital Solutions’ sole discretion.
b) If the customer requests for a specific packaging style against SyBridge Digital Solutions’ recommendations, SyBridge Digital Solutions will not be responsible for parts or packaging damage during shipment. SyBridge Digital Solutions will use commercially reasonable efforts to balance both the cost effectiveness of packaging and protection of the parts. If the customer requests packaging size optimization for shipping or cheaper material at the cost of reduced protection, the customer will be solely responsible for any parts or packaging damage. If a customer requests single parcel shipment against SyBridge Digital Solutions’ recommendation for palletized shipment, the customer will be responsible for any damage due to packaging/shipping. Any and all special packaging requests or requirements of customer are subject to SyBridge Digital Solutions’ acceptance or rejection in SyBridge Digital Solutions’ sole discretion.
5 – Warranties & Inspection:
5.1 Drawings and Specifications:
a) SyBridge Digital Solutions uses commercially reasonable efforts to deliver all parts and services in accordance with the order specifications agreed to between the parties at the time of ordering. In the event of inconsistencies between or among any drawings and/or other specifications provided by the customer, the order of precedence is as follows: #1) www.fastradiuscom drop-down selections (if order placed via website), #2) 2D drawing (if a drawing was provided), and #3) 3D model (only held to general manufacturing defects).
b) If customer selects “Visual Inspection” as part of its order, SyBridge Digital Solutions commits to detect, quarantine, and remake only material with gross manufacturing errors (this expressly excludes, and SyBridge Digital Solutions will not be responsible for, warpage or other minor dimensional flaws, cosmetic defects, color shade, etc). For all other inspection selections, SyBridge Digital Solutions shall commit to holding standard tolerances per the published line card at the selected inspection rate. Requirements beyond this standard (including dimensional, functional, cosmetic, and documentation) must be aligned and documented prior to the order being placed. By default, color requests will be based on a reasonable commercial efforts commitment and may not match exact pantone colors; if color matching is critical, specific arrangements must be expressly requested in writing to SyBridge Digital Solutions prior to order. Developmental samples, including but not limited to injection molding part samples, are based on a reasonable commercial efforts commitment and are not subject to warranty except for above-mentioned gross manufacturing errors.
c) No Warranty of Specifications – Since the customer is solely responsible for the specifications, and the manufacture of certain parts in accordance with customer specifications may be impossible or otherwise commercially impracticable, SyBridge Digital Solutions does not warrant that the part ordered can or will be manufactured in accordance with customer specifications. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN AN ORDER, SYBRIDGE DIGITAL SOLUTIONS DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PARTS, SERVICES, TOOLING OR ANY MATERIALS PROVIDED BY SYBRIDGE DIGITAL SOLUTIONS HEREUNDER, AND DOES NOT WARRANT THAT ANY PART WILL MEET CUSTOMER’S REQUIREMENTS OR THE REQUIREMENTS OF ANY CERTIFICATIONS TO BE PROVIDED, OR WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE.
5.2 Timeliness of Possible Returns:
Customer shall immediately inspect all parts upon delivery by SyBridge Digital Solutions. If customer determines that any part does not conform in all material respects to the applicable specifications, the customer must notify SyBridge Digital Solutions, in writing, within 10 business days of delivery of parts (including for ongoing, recurring deliveries of the same parts) (the “Warranty Period”). Customer shall describe the nature of any nonconformity in detail and provide documentary evidence and any other relevant information that SyBridge Digital Solutions may reasonably request in order to facilitate investigation. If customer does not notify SyBridge Digital Solutions within the applicable Warranty Period, or fails to respond to any SyBridge Digital Solutions request for further information for a period of 10 business days during the investigation, the parts will be deemed accepted, non-returnable, and non-refundable.
5.3 Delivered Product Alterations:
If, after receiving the order, the customer alters the parts in any way without SyBridge Digital Solutions’ prior written consent, the parts will be deemed non-returnable and non-refundable.
5.4 Customer Return, Return Material Authorization, and Complaint Resolution:
a) As customer’s sole and exclusive remedy for any parts that fail to conform in all material respects to the applicable specification, non-conforming parts may be returned to SyBridge Digital Solutions with evidence of non-conformance for credit, repair or replacement, as determined at SyBridge Digital Solutions’ sole option and discretion. Product returned to SyBridge Digital Solutions without prior approval from SyBridge Digital Solutions will not be eligible for processing or any credit, repair, replacement or refund of any kind. Any alleged non-conformance must be traceable against the shared files (e.g., 2D, 3D, etc.) and contractual documentation (e.g., a purchase order) between SyBridge Digital Solutions and the customer and verified by SyBridge Digital Solutions. If customer fails to respond to any SyBridge Digital Solutions requests for additional information for 10 business days after SyBridge Digital Solutions’ request, any non-conforming parts will not be eligible for processing or any credit, repair, replacement or refund or any kind.
b) If requested by SyBridge Digital Solutions, customer must return the non-conforming parts to SyBridge Digital Solutions in accordance with SyBridge Digital Solutions’ instructions within 10 business days from SyBridge Digital Solutions’ request, unless otherwise agreed in writing by SyBridge Digital Solutions. Customer shall pay shipping costs for returns, but will be reimbursed for its reasonable costs in the event SyBridge Digital Solutions verifies non-conformance of the relevant parts. If SyBridge Digital Solutions instead requests that customer destroy the non-conforming parts, then customer must destroy such non-conforming parts in accordance with SyBridge Digital Solutions’ instructions and provide to SyBridge Digital Solutions a signed certificate of destruction within 10 business days from SyBridge Digital Solutions’ request. Any parts that the customer returns to SyBridge Digital Solutions after the expiration of the 10-business day period, or for which customer fails to provide a signed certificate of destruction within the 10-business day period, will not be eligible for processing or any credit, repair, replacement or refund or any kind.
c) If SyBridge Digital Solutions chooses to repair or replace any non-conforming part, SyBridge Digital Solutions’ liability for such repair or replacement rework shall not in any event exceed the amount paid by customer for the non-conforming parts. If the customer elects to rework or repair the parts on their own, customer must notify SyBridge Digital Solutions and obtain SyBridge Digital Solutions’ prior approval therefore. In any event, SyBridge Digital Solutions will only be liable to cover the amount of the incurred cost up to the value of the original cost as charged for that same part.
d) Notwithstanding anything herein to the contrary, in no event shall SyBridge Digital Solutions be liable for any refunds, rework or replacement parts unless the root cause of the non-conformance is reasonably determined by SyBridge Digital Solutions to be SyBridge Digital Solutions’ responsibility,
including, without limitation, any non-conformance in whole or in part caused by or resulting from (1) manufacturability of a part or manufacturing limitations (whether or not SyBridge Digital Solutions notified customer thereof), (2) changes or modifications by customer to any specifications after the order was submitted or (3) customer’s failure to submit or promptly respond to SyBridge Digital Solutions requests for files (e.g. 2D, 3D, etc.), specifications, or other information pertaining to an order, or customer’s failure to comply in any respect with any of these Terms and Conditions.
e) Any credits issued to customer for non-conforming parts will expire 24 months after the date of issuance. SyBridge Digital Solutions has no obligation to honor or accept any credits that are used after their applicable expiration date.
6 – Payment Terms, Taxes, and Fees
6.1 Payment and Currency:
Customer agrees to pay all fees and charges to its account or set forth in an order in accordance with these Terms and Conditions. All prices are quoted in U.S. Dollars, and payments shall be made in U.S. Dollars.
6.2 Advance Payments:
For orders where SyBridge Digital Solutions requires payment, deposit or other down payment in advance (e.g., for orders placed via www.SyBridge.com or orders that include tooling or involve significant upfront purchase of materials or other major non-recurring expenses), payment must be made prior to SyBridge Digital Solutions’ acceptance of the customer order. Payment may be made by valid credit card, electronic funds transfer, or other form of prepayment acceptable to SyBridge Digital Solutions. It is the sole responsibility of the customer to keep their payment information up to date, and customer agrees to immediately notify SyBridge Digital Solutions of any change in the billing address or the credit card used for payment. Customer acknowledges and agrees that submission of a credit card or other payment method (1) authorizes SyBridge Digital Solutions to immediately invoice customer’s account for all amounts due and to charge the credit card or other payment method provided via www.SyBridge.com or sales process and that no additional consent or notice is required and (2) shall be deemed acknowledgment and confirmation that the customer submitting the credit card or other payment information is authorized to use and have fees charged to such credit card or other payment method.
6.3 Deferred Payments & Invoicing:
For orders where SyBridge Digital Solutions approves of deferred payments or payment in arrears, parts and services under an order will be invoiced following order shipment or as otherwise agreed by the parties. All sums are due and payable within 30 days of the date of the applicable invoice, unless otherwise expressly agreed in writing by SyBridge Digital Solutions. Payment may be made by valid credit card, electronic funds transfer, or other form of payment acceptable to SyBridge Digital Solutions. SyBridge Digital Solutions reserves the right at any time to change its prices and billing methods, either immediately upon posting notice on www.SyBridge.com or by email delivery to customers. Any determination to extend customer credit in connection with payment (and how much credit is extended) is made by SyBridge Digital Solutions in SyBridge Digital Solutions’ sole discretion.
6.4 Taxes:
All prices stated by SyBridge Digital Solutions are exclusive of sales, value added tax (VAT) and any other taxes, governmental fees, assessments, duties, and tariffs, unless expressly stated in an order or
otherwise agreed by the parties in writing. Customer will be solely liable for all transaction duties, tariffs, fees, assessments, and sales and other taxes associated with parts and services outlined in each order (other than taxes based on SyBridge Digital Solutions’ net income). Customer acknowledges that any transaction duties, tariffs, fees, assessments, and sales and other taxes appearing on SyBridge Digital Solutions’ quote or outlined in an order may be an estimate only, and SyBridge Digital Solutions reserves the right to invoice customer for, and customer agrees to pay, the full amount of such transaction duties, tariffs, fees, assessments, sales and other taxes assessed on the associated parts and services (even if higher than any initial estimate).
6.5 Cancellation due to Non Payment:
SyBridge Digital Solutions reserves the right to suspend performance of any order (including the manufacture and delivery of a part) in the event of customer failure to pay all outstanding amounts when due. SyBridge Digital Solutions retains full legal title to all parts until it has received full payment with respect to such parts.
6.6 Late Payment Fees:
If any outstanding amount is not paid when it becomes due and payable, a late payment fee of two percent (2%) per month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable with respect to such amount, to be calculated from the time such amount became due until the time such amount is paid in full. In addition, and without limiting any of SyBridge Digital Solutions’ other remedies available to it under these Terms and Conditions, at law or in equity, customer shall reimburse SyBridge Digital Solutions for all costs incurred in collecting any overdue payments and related interest, including reasonable attorneys’ fees, legal costs, court costs and collection agency fees.
7 – Indemnification
Customer agrees to defend, indemnify and hold harmless SyBridge Digital Solutions, its affiliates, and its and their respective officers, directors, shareholders, employees, representatives, agents, subcontractors and manufacturing partners from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting from or arising out of: (1) use of www.SyBridge.com; (2) customer’s use of SyBridge Digital Solutions’ goods or services; (3) any claim with respect to any part (whether arising out of product liability, strict liability, negligence or otherwise), including any claim related to any violation of any law, regulation or ordinance, or any injury, death or damage to any person or property caused by any part; (4) customer’s breach of any provision of these Terms and Conditions; or (5) any third-party claim that any part or any specification, file, or other information supplied by customer infringes, misappropriates or otherwise violates any patent rights, trademark, copyrights, trade secret information or other intellectual property or proprietary right.
8 – Intellectual Property Rights
a) Customer shall retain sole ownership of the copyright in all specifications, designs, drawings, files, text, illustrations, documentation, software files and other materials provided by customer to SyBridge Digital Solutions under these Terms and Conditions (“Customer Content”). Customer hereby grants to SyBridge Digital Solutions a non-exclusive, worldwide, perpetual, royalty-free, fully paid-up, sublicensable (to SyBridge Digital Solutions’ affiliates, subcontractors and manufacturing partners) right and license to use and reproduce Customer Content for the purpose of designing, manufacturing and delivering parts to customer pursuant to an order(s), and to provide customer with any other services that customer may request. Customer represents and warrants that: (1) it is the owner of its Customer
Content or otherwise has obtained the rights necessary to grant SyBridge Digital Solutions the rights granted herein with respect to such Customer Content, without violation of any intellectual property rights or payment or other obligation by SyBridge Digital Solutions; and (2) the Customer Content does not infringe, misappropriate or otherwise violate the intellectual property rights of any third party. Customer is solely responsible for any and all Customer Content it uploads or provides to SyBridge Digital Solutions.
b) SyBridge Digital Solutions retains sole ownership in all proprietary software, processes, and procedures developed for the quoting, analysis, design, automation, and manufacturing of machined parts, injection molds, injection molded parts, and 3D printed parts; pricing algorithms, processes and mechanisms; and www.SyBridge.com and all content therein (other than Customer Content).
c) SyBridge Digital Solutions agrees that upon request from customer, SyBridge Digital Solutions will return or destroy the Customer Content (except to the extent required to continue performing under any order); provided, however, that SyBridge Digital Solutions may retain copies of such Customer Content for archival purposes in accordance with its standard record retention policies.
d) SyBridge Digital Solutions further understands and agrees that the Customer Content is the confidential and proprietary information of the applicable customer. SyBridge Digital Solutions will not disclose such Customer Content to any third party (other than to SyBridge Digital Solutions’ affiliates, subcontractors, or manufacturing partners who have a need to know in order to perform under an order), without the prior written consent of the applicable customer.
9 – Confidentiality
a) “Confidential Information” means any information that a party discloses to the other party that is proprietary to the disclosing party and not generally known to the public. The receiving party shall protecting the confidentiality of the disclosing party’s Confidential Information using at least a reasonable degree of care, and shall not use or disclose, and shall procure that its employees and (sub)contractors shall not use or disclose, any Confidential Information for any purpose except the purposes of carrying out its obligations under these Terms and Conditions and any order. 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 the receiving party, its employees or its contractors without the use of such information, or if the information is disclosed to the receiving party by a third party without obligation of confidentiality to the disclosing party.
b) Upon the disclosing party’s written request, the receiving party will destroy all documents containing or representing the disclosing party’s Confidential Information and all copies thereof, and erase any such Confidential Information from the receiving party’s computer systems except electronic copies that are electronically archived and not readily accessible. If requested by the disclosing party, the receiving party will provide written confirmation of such return or destruction and erasure to the disclosing party.
10 – Limitation of Liability
a) IN NO EVENT WILL SYBRIDGE DIGITAL SOLUTIONS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES OR FOR LOSS OF INCOME, REVENUE, CONTRACTS, GOODWILL, USE, ENJOYMENT, TIME OR DATA OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR PERSONAL OR PROPERTY DAMAGE, WHETHER OR NOT SYBRIDGE DIGITAL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THESE TERMS AND CONDITIONS OR ANY ORDER; (2) THE COST OF PROCUREMENT OF SUBSTITUTE PARTS OR SERVICES RESULTING FROM ANY GOODS, PARTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED THROUGH THE WWW.SYBRIDGE.COM OR SERVICES; (3) ANY UNAUTHORIZED
ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS, SPECIFICATIONS, INFORMATION OR DATA; (4) CUSTOMER PARTS; OR (5) ANY OTHER MATTER RELATED TO WWW.SYBRIDGE.COM OR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
b) IN NO EVENT WILL SYBRIDGE DIGITAL SOLUTIONS BE LIABLE TO CUSTOMER FOR ANY DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO SYBRIDGE DIGITAL SOLUTIONS DURING THE PREVIOUS TWELVE (12) MONTHS UNDER THE SPECIFIC ORDER GIVING RISE TO THE LIABILITY.
c) THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYBRIDGE DIGITAL SOLUTIONS AND CUSTOMER. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, SYBRIDGE DIGITAL SOLUTIONS’ LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
11 – Miscellaneous
11.1 Free Trials and Promotional Offers:
a) Any SyBridge Digital Solutions services or features made available on an unpaid trial, “beta”, or free basis (“Free Services”) are provided for a limited time only and are subject to these Terms and Conditions and any additional terms as may be notified to customer at the time of sign-up. The scope, content, features, and duration of such Free Services are determined in SyBridge Digital Solutions’ sole discretion and may be changed or updated from time to time, and customer expressly agrees that SyBridge Digital Solutions may suspend, limit, or terminate access to the Free Services at any time and for any reason, without prior notice and without incurring any liability of any kind. SyBridge Digital Solutions reserves the right to charge subscription or other fees for continued access to any services or features included as part of the Free Services at any time upon notice. Unless customer purchases the required access to continue using such services or features, SyBridge Digital Solutions may permanently delete all customer data entered into such services or features. By submitting suggestions, ideas or other feedback regarding any Free Services (“Feedback”), customer agrees that SyBridge Digital Solutions may freely use and/or share (with no obligation to do so) such Feedback for any purpose, without compensation or other obligation to customer.
b) FREE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SYBRIDGE DIGITAL SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO FREE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SYBRIDGE DIGITAL SOLUTIONS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, ANY FREE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OR LOSS OF DATA), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYBRIDGE DIGITAL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY INFORMATION OR CONTENT PROVIDED IN CONNECTION WITH FREE SERVICES MAY BE PROVIDED BY THIRD PARTIES AND IS FOR INFORMATIONAL PURPOSES, AND IN NO EVENT WILL SYBRIDGE DIGITAL SOLUTIONS HAVE ANY LIABILITY WHATSOEVER FOR ANY INACCURATE OR INCOMPLETE INFORMATION OR CONTENT.
c) From time to time, SyBridge Digital Solutions may offer promotional offers, discounts or other incentives for purchase and/or use of certain services, features or subscriptions (“Promotional Offers”). In addition to these Terms and Conditions, all Promotional Offers are subject to the SyBridge Digital Solutions Promotional Terms and Conditions.
11.2 Marketing and Publicity:
By placing an order, the customer authorizes SyBridge Digital Solutions to use the customer’s trademarks, logos, name or signs for marketing purposes. This means that SyBridge Digital Solutions may mention customer on www.SyBridge.com and in other promotional material such as advertising, press releases, interviews, promotional materials or presentations. SyBridge Digital Solutions will not use the customer’s name and identification, if the customer is a natural person, and the substantive content provided by the customer continues to be governed by the confidentiality clauses in these Terms and Conditions.
11.3 Governing Law; Arbitration:
a) These Terms and Conditions shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of Illinois, without regard to its conflicts of laws principles.
b) Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be exclusively and finally resolved by arbitration in accordance with this paragraph.
(i) The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its rules, as applicable, at the time the arbitration demand is commenced (“AAA Rules”), except as modified by this paragraph. The arbitration shall proceed before a single arbitrator, chosen in accordance with the AAA Rules, who shall have the power to rule on any challenge to jurisdiction or the validity or enforceability of any portion of this agreement arbitrate, except as set forth in subparagraph (b). This paragraph shall be governed by the Federal Arbitration Act (“FAA”) to the exclusion of any state law inconsistent with the FAA. The arbitrator shall issue a written opinion stating the essential findings and conclusions on which the arbitrator’s award is based. The award shall be final and binding upon the parties and judgment on the award may be entered in any court of competent jurisdiction.
(ii) The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the parties. Notwithstanding the arbitrator’s power to rule on the arbitrator’s own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to adjudicate a dispute regarding on the validity or enforceability of the agreement to arbitrate solely on an individual basis, which shall be determined by a court of competent jurisdiction. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
11.4 Contractual Order of Precedence:
a) Quotes provided by SyBridge Digital Solutions takes precedence over these Terms and Conditions in an event that there is a conflict between the two.
b) Any Master Service Agreement (MSA) or other written services agreement entered into between SyBridge Digital Solutions and the customer in relation to the purchase of parts or services supersedes these Terms and Conditions if a conflict arises between the two.
c) Any SyBridge Digital Solutions quote, together with these Terms and Conditions, supersedes any terms and conditions set forth in a purchase order issued by customer (except for parts and services descriptions, quantities and pricing set forth therein) in the event of any conflict or inconsistency between the two.
11.5 Compliance with Laws:
When placing an order and otherwise using www.SyBridge.com and services, you agree to fully comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy and export control laws.
11.6 Assignment:
Customer may not assign these Terms and Conditions or any order, or any of its rights or obligations hereunder, without SyBridge Digital Solutions’ prior written consent, and any attempted assignment in violation of the foregoing will be null and void.
11.7 No Third-Party Beneficiaries:
These Terms and Conditions do not confer any rights, remedies or benefits upon any person other than SyBridge Digital Solutions and customer.
11.8 Severability:
If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, the remaining provisions of these Terms and Conditions will not be affected, and the invalid, illegal or unenforceable provision will be replaced by such valid, legal and enforceable provision as comes closest to the intention underlying the invalid, illegal or unenforceable provision.
11.9 Entire Agreement:
These Terms and Conditions, together with each accepted order and the SyBridge Digital Solutions Privacy Policy and Terms of Use, constitute the final, complete and exclusive agreement of the parties with respect to the subject hereof and supersede and replace all prior agreements and discussions between the parties with respect to such subject matter.