Terms and Conditions
1. Authorization to Proceed. Payment by an authorized representative of Customer constitutes Customer’s authorization for Protoshop to proceed with quoted Services and the delivery of Products pursuant to CAD models, drawings and design specifications provided by Customer. Customer shall, by submitting its payment to Protoshop, be bound by these Terms and Conditions for all purposes.
2. Acknowledgement of Prototype. Customer acknowledges that the acceptable use of all Products provided by Protoshop is for prototype use and not for sale or commercialization.
3. Payment Methods Accepted. Protoshop shall accept payment in advance for Services by corporate check, ACH, and credit card. Customers who prefer to apply for credit terms may apply to Protoshop using a form available on Protoshop’s website. Upon Protoshop review and approval, Customers have the option to submit Purchase Orders as described in section 4.
4. Purchase Orders. Protoshop shall acknowledge purchase order receipt and submit an initial invoice to Customer requiring 50% payment of the quote for all Services and Products. The initial invoice may be paid by corporate check, ACH or credit card. Upon payment, Protoshop shall proceed to provide the Services and Products identified in the quote. Following completion of the Services, and delivery of the Products, Protoshop shall provide a final invoice representing the remaining 50% of the quote for all Services and Products to the Customer. The final invoice shall be paid within 30 calendar days of the invoice date by corporate check, ACH or credit card.
5. Delivery. Customer shall pay the costs of shipping with the option to select their preferred FedEx delivery service. Customer shall have the option to 1) provide a Fedex account number that will be used for shipping charges or 2) elect for Protoshop to add the cost of shipping to an invoice.
6. Non-Infringement and Indemnity. Customer hereby warrants and otherwise represents that none of the CAD models, drawings or design specifications provided by Customer to Protoshop shall infringe upon the rights of any third party. If such CAD models, drawings, or design specifications do or are alleged to infringe on any third-party rights, Customer hereby agrees to indemnify and otherwise hold Protoshop harmless with respect to any such violation or alleged violation of rights. The scope of said indemnity obligation extends to the provision of Protoshop legal counsel at Customer’s expense.
7. Taxes. Customer shall be obligated to timely pay all taxes, specifically including sales taxes imposed upon the Customer.
8. Best Efforts. Customer acknowledges that prototype molds are fabricated at a fraction of the cost and lead time of production molds. Protoshop provides a best effort to achieve part quality as close as possible to production molds but it’s not feasible for prototype parts to completely replicate production parts. Cosmetic blemishes shall be expected. Protoshop warrants that molded parts will meet functional requirements specified by the Customer in drawings and design specifications. Complex parts may require additional effort and mold iterations. Protoshop will identify which part features are considered “high risk” for requiring mold iterations during quoting. Protoshop will apply best efforts to fabricate and mold complex parts. Customer acknowledges molding of “high risk” complex parts may be unsuccessful and agrees that full payment is due. Protoshop will quote additional effort and mold iterations to address the issues observed and will proceed when Customer payment is received.
9. Return Policy. If any Products are non-conforming or defective, Customer must advise Protoshop within 5 business days of receipt. Protoshop will issue a return authorization and provide a shipping label. No products shall be returned without first obtaining a return authorization from Protoshop.
10. Mold Insert Storage and Recycling. Protoshop shall provide mold insert storage for a period of two years after the last shipment of parts from each mold. Customers have the option of requesting shipment of their mold inserts within the two-year period for a nominal fee to cover the cost of packing and shipping. After two years of storage, mold inserts shall be recycled without further notice.
11. Term. The term of this Agreement shall expire upon delivery off all Products to Customer and the recycling of Customer’s mold, except that the following provisions shall survive: 15, 16, 22-27.
12. Termination of Agreement. This Agreement may be terminated without cause by either party provided that the terminating party provides 10 business days’ notice in writing to the other party. This Agreement may be terminated for cause by either party if the other party commits a material breach of this Agreement and fails to cure or otherwise remedy the breach within 5 business days after receipt of notice from the non-breaching party demanding that the breach be cured. Customer shall, in any event, be obligated to pay for all Services and Products provided and delivered through the date of termination.
13. Quality Control. Protoshop hereby agrees, in consultation with Customer, to maintain strict quality control to ensure Services and Products are provided in accordance with CAD models, drawings and design specifications provided by Customer.
14. Warranty. Protoshop hereby warrants that all Products shall be provided in accordance with CAD models, drawings and design specifications provided by Customer.
15. Ownership of Mold Bases and Mold Inserts. Protoshop shall always be the sole owner of all mold bases as well as intellectual property for our proprietary molding system including the design and fabrication of mold bases and inserts. Customer shall always be the sole owner of the physical mold inserts specific to their CAD models. Customer may request shipment of mold inserts as detailed in section 10.
16. Mold Base Rentals. Mold bases allows mold inserts fabricated by Protoshop to be used to mold parts at third party injection molders. Customer may, by separate rental agreement, agree to rent mold bases from Protoshop on terms and conditions to be stated in the rental agreement.
17. Confidentiality. Protoshop hereby agrees that it will not, unless required for purposes of providing the Services or the Products, share or otherwise provide and Customer’s CAD models, drawings, or design specifications with any third party anywhere in the world.
18. Contact Person. Protoshop and Customer shall each designate a primary contact person. The contact person for Protoshop shall be:
Dylann Ceriani
2270 Camino Vida Roble Ste O
Carlsbad, CA 92011
(888) 416-3334 Office
19. Late Payments. If any payment required by Customer to Protoshop is more than 3 business days late, interest shall accrue at the maximum rate permitted by law. Protoshop will review Customer’s payment history and credit terms may be revoked due to late payment.
20. Reservation of Right to Withhold. Protoshop specifically reserves the right to cease the provision of Services and the delivery of Products if Customer fails or refuses to provide payment in accordance with these Terms and Conditions.
21. Return of Property. If this Agreement is terminated for any reason, Protoshop shall return all CAD models, drawings, and design specifications.
22. Assignment. Neither party shall assign or otherwise transfer any of their rights or obligations arising out of this Agreement without the prior written consent of the other party.
23. Waiver. If either party fails for any reason to enforce any right arising out of this Agreement, such failure shall not constitute a waiver of any rights.
24. Attorney’s Fees. If either party pursues legal action for purposes of enforcing any provision of this Agreement, the prevailing party shall in any such action shall be entitled to an award of reasonable attorney’s fees.
25. Dispute Resolution. In the event there is any dispute between Customer and Protoshop, both parties shall meet without counsel present for the purpose of exercising good faith efforts to resolve the dispute. If any such informal effort fails to resolve the dispute, then the parties shall formally mediate the dispute in San Diego, California with counsel present. If any such formal mediation fails to resolve the dispute, then the parties shall resolve their differences in the California Superior Court for San Diego County.
26. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be governed by the laws of the State of California.
27. Entire Agreement. The Agreement constitutes the entire and fully integrated Agreement of the parties.