Terms of Sale Agreement

TERMS OF SALE AGREEMENT

DATE LAST MODIFIED: July 21, 2023

This Terms of Sale and Software License Agreement (this "Agreement"), which is a legal agreement between you ("you") and Inventables, Inc., a Delaware corporation ("Inventables", "we" or "us"), shall govern your purchase of any items or materials from the Website and/or your license to use certain software owned by Inventables. By checking any acceptance boxes, clicking any acceptance buttons you (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Inventables that (i) you have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against you, and (iii) you have read and understand Inventables' Website and Services Terms of Use which may apply to our Services and Website Access. You also agree to our data collection and use and described in our "Privacy Policy"   posted at the Website.

Orders

The preprinted terms of any documents, such as purchase orders, that you may submit to us in conjunction with an order for products or materials will not alter, change or add to these Terms of Sale, regardless of how we acknowledge or accept your order and regardless of the fact that such preprinted terms may contain language stipulating that they supersede these Terms of Sale or this Agreement. All orders are deemed to have been placed and accepted in Chicago, Illinois. All orders are subject to acceptance by us, and once accepted, an order cannot be cancelled, modified or rescheduled by you without our consent. We reserve the right to reject or cancel any order, or to limit the size of any order, at any time in our sole discretion.

Availability

Availability of Items described within any Listing are subject to change without notice. If an Item is not in stock when you place your order, we will do our best to advise you when the Item will be available. Inventables shall not be liable for any claims or damages arising in connection with one or more Items which are out of stock or otherwise unavailable. Inventables reserves the right to discontinue the sale of any Item at any time without notice to you or any other third party.

Prices

Prices for any Items included within a Listing shall be as set forth at the Website from time to time. We reserve the right to increase the price for any Item without notice to you (provided, that we will not increase prices for Items which have been previously ordered by you in accordance with this Agreement but not yet shipped). We are not responsible for any errors on the Website. In the event an Item is listed at an incorrect price due to typographical, photographic or technical error or error in pricing information received from our suppliers, distributors or manufacturers, we reserve the right to refuse or cancel any orders placed for that Item listed at the incorrect price.

Taxes; Customs; Duties

All prices are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated; and any international shipping charges, broker's fees, consular fees and customs duties, which shall all be your sole responsibility. You shall pay all such taxes or charges or provide us with a tax or levy exemption certificate acceptable to the applicable taxing or levying authority. In the event (i) we are required to pay any taxes or other charges for which you are responsible, you shall promptly repay these amounts to us immediately upon receipt of our invoice, or (ii) we ship any Item(s) internationally which have been pre-paid, we have the right to cause such Item(s) to be returned or otherwise disposed of in the event you fail to pay any customs or duties required to be paid in accordance with the agreed-upon shipment terms.

Payment Terms

We accept payment by VISA, MasterCard, Discover, American Express and JCB. Your credit card will be charged at the time any order is placed. You agree not to withhold from or offset against any amount owing to us for any reason. You also agree to address any and all product and transaction claims solely with us and not to initiate, under any set of circumstances, charge refusals or charge-backs with credit card issuers, and you agree to indemnify us for any expenses or damages we may suffer on account the initiation by you of any such charge refusal or charge-back. You shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to the dispute resolution Section set forth below. In addition to our other rights, we reserve the right to cancel or suspend delivery of all or part of an order if you are delinquent in any payments owing to us. We shall retain a purchase money security interest in any products delivered to you until we have received payment in full. You agree to pay, in connection with any past due balance, (i) a late payment charge of 1½ percent per month, but not in excess of the lawful maximum, and (ii) all costs incurred by us in collecting such past due balance, including, without limitation, court and arbitration costs and attorney's fees.

Shipping

All products are shipped FOB our shipping point. You will be responsible for any loss or damage to a product once we give it to the common carrier for delivery to you. Unless you request a specific means of delivery which we are able to accommodate, we will select the common carrier. You are responsible for all transportation and related shipping costs (including any duties charged in connection with international shipments), the charges for which will be provided on the Website at the time of purchase or otherwise communicated to you. Shipping dates are approximate. It is your responsibility to provide accurate contact information that allows the shipper to contact you when shipment is made. Additional storage and/or shipping charges and other warehouse charges may apply if we or the shipper is unable to contact you, or if you are not available to receive the shipped Items, or if Items are redirected at your request. If a shipping rate is quoted at an incorrect rate due to typographical error or error in pricing information, we shall have the right to refuse, adjust or cancel the applicable order whether or not the order has been confirmed or whether or not payment has been remitted. We shall make every reasonable effort to meet your specified delivery date, but in no case shall we be liable to you if we are unable to meet such date. We may make deliveries in installments. Any delay in any one installment will not give you the right to cancel that or any other installment. You must submit any claim for shortages to us within thirty (30) days of the arrival of the products at your facility.

Returns

You must first receive a Return Material Authorization ("RMA") from us before completing an Item return, regardless of the reason for the return. This applies to all Item returns permitted under these Terms of Sale. For Items such as kits or machines, we do not accept returns once you have begun constructing the kit or otherwise begun to use the machine. We are not obligated to accept any return without a proper RMA. Unauthorized returns will be reshipped to you at your expense. We also reserve the right to impose reasonable handling charges in the event we either accept or reject an unauthorized return, as well as re-stocking fees as posted at the Site or otherwise charged from time to time.

Acceptance

It is your responsibility to inspect all Items purchased from us and to notify us immediately if you believe you should not accept any of them. You must promptly tell us specifically why you are rejecting the Items and why you believe they are non-conforming. We will only accept properly rejected products within thirty (30) days of their shipment to you. At our discretion, we will either exchange or repair the non-conforming Items. Returned Items must be in their original shipping cartons, complete with all parts and packing materials and packed in the same manner in which such Items were shipped, and shall be returned to our designated return location freight prepaid. The original manufacturer's warranty will define your rights with respect to any Items found to be defective beyond this thirty (30) day period. We shall have sole discretion in determining whether or not to accept a return.

Warranty; Disclaimer

We agree to transfer to you, to the extent we are permitted to do so, any warranties that we have received from our suppliers or manufacturers with respect to the Items sold through the Website. In that case we will have no product warranty obligations to you. As an accommodation to you, we will, in certain cases and at our sole discretion, provide reasonable assistance in the processing of Item returns for which we have no warranty obligations hereunder. Where an Item is warranted, but we are not permitted to transfer the warranty to you, we will warrant that upon delivery to you (and at no other time), the Items purchased will substantially conform to the applicable manufacturer's specifications for such Items under the same terms as warranted by the manufacturer to us. Except for this limited warranty which we make solely to you and to the extent permitted by law, WE MAKE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING ANY ITEM SOLD THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR RESPECTING NON-INFRINGEMENT, OR AS TO THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT OF ANY ITEM YOU MAY PURCHASE. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR USE OF ITEMS PURCHASED FROM INVENTABLES COMPLIES WITH LOCAL JURISDICTION CODES AND ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS. Our warranty obligations with respect to Items and your exclusive rights under our warranty are limited, at our option, to repair or replace the Items as set forth above, or to refund the purchase price paid by you for the affected Items.

Reselling by You

You shall purchase Items through the Website solely for your own use. You agree to indemnify and hold us harmless from any claims asserted by a third party, regardless of the theory under which such claim is asserted, arising out of the resale or distribution of any Items by you. Also, you are not authorized to use any of our trademarks or trade names or those of our manufacturers, distributors or suppliers without our or their written consents, as the case may be.

Unauthorized Use of Items

Many of the Items listed at the Website, if not used correctly, can cause fires, injury or even death. While we may, from time to time, offer tutorials or guides within various portions of the Website, you are ultimately responsible for ensuring that you are using all Items purchased from us in a safe and appropriate manner. Inventables shall not be liable for any claims, damages or injuries caused by your negligence, the negligence of any of your customers, the misuse of any of the Items included within any Listing by you or any third party to which you provide access to any Item, or any other damages or injuries arising out of your use of any of such Item.

Further to the foregoing, you agree and acknowledge that: (i) operation of any Item which is a machine and/or the construction of any Item that is a kit and/or the use of various other Items is inherently dangerous, and as such, injuries or death may occur in connection with such activities; (ii) you, and those that make use or otherwise work with any Item, are solely responsible for all damages, expenses, liabilities, accidents, injuries or deaths arising out of or relating to such use; (iii) you solely responsible for monitoring usage of any Item and ensuring that all third parties that work with or make any use of a given Item have the skills and training necessary regarding same; and (iv) you are solely responsible for ensuring that use of any Item is at all times carried out in accordance with applicable laws and regulations.

You hereby release, discharge and agree to defend, indemnify and hold harmless Inventables, its owners, officers, directors and agents (collectively, "Released Parties") from and against any liabilities, claims, damages, injuries, expenses or deaths (including, without limitation, attorneys' fees) caused by or resulting, in whole or in part, from the construction, operation and/or any use of any Item or any of its parts, and in connection therewith, you agree not to initiate any litigation or other claim against any of the Released Parties in connection with any of the foregoing.

Limitation of Liability

NEITHER OF US, IN CONNECTION WITH ANY SALE OF ITEMS INCLUDED WITHIN ANY LISTING, SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, PROCUREMENT COSTS, OR BUSINESS INTERRUPTION COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF (X) THE PURCHASE PRICE OF THE ITEMS GIVING RISE TO THE APPLICABLE CLAIM REGARDLESS OF THE THEORY UNDER WHICH SUCH CLAIM IS ASSERTED, OR (Y) FOR ALL OTHER TYPES OF CLAIMS, THE AGGREGATE AMOUNT PAID BY YOU TO INVENTABLES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.

The collective limitations on our liability under these Terms of Sale apply also to our suppliers who are intended beneficiaries of these limitations.

Export Control

All Inventables software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations. The Platform may not be used, sold, resold, sublicensed, diverted, transferred or otherwise exported or re-exported by Licensee: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.

You agree to abide by the regulations of U.S. Department of Treasury, Office of Foreign Assets Control, which administers U.S. trade sanctions and embargoes. As of the date of this Agreement, OFAC regulations currently include, without limitation, Iran, Cuba, Syria and Sudan. As of the date of this Agreement, similar restrictions apply to North Korea under the U.S. Export Administration Regulations. OFAC sanctioned and embargoed countries and related regulations are currently listed at http://www.treas.gov/offices/enforcement/ofac/programs/index.shtml.

Force Majeure

Except for payment obligations, neither of us shall be liable for any failure to perform in connection with any sale of an Item due to causes beyond our reasonable control, respectively, including but not limited to acts of God or nature, war, fire, bad weather, flood, accident, labor trouble or shortage, civil disturbance, plant shutdown, equipment failure, voluntary or involuntary compliance with any applicable governmental regulation or order, or shortage or inability to obtain (on terms deemed practicable by the party affected) any raw materials (including energy), equipment or transportation. In cases of material shortages we reserve the right to allocate the delivery of affected materials as we see fit. The time for performance shall be extended by the period of the applicable force majeure event.

Governing Law

The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by the appropriate court located solely and exclusively in Cook County, Illinois. Licensee agrees to such exclusive jurisdiction in Cook County, Illinois, and waives any jurisdictional claims in respect thereto (including, without limitation, forum non conveniens). In any such proceeding, the substantially prevailing party shall be entitled to reimbursement by the non-prevailing party for all attorneys' fees expended in such matter.

Non-Solicitation

During the term of this Agreement and for a period of 1 year following the termination of this Agreement for any reason, Licensee shall not, either directly or indirectly, solicit or hire any employee of Inventables or any individual that was an employee of Inventables at any time during the 1-year period immediately preceding the date of proposed hire.

Independent Contractors

Neither of us shall be deemed to be the agent or legal representative of the other for any purpose whatsoever. We are independent contractors and neither of us shall represent or hold ourselves out in any other capacity.

Assignment

You may not assign these terms, by operation of law or otherwise, without our prior written consent. Any assignment attempted in violation of this provision shall be void and of no legal effect.