Terms and Conditions of Sale – Stack3d Digital Manufacturing LLC

Seller. As used herein, “Seller” means Stack3d Digital Manufacturing LLC, a Wisconsin limited

liability company.

Quotes. Stack3d Digital Manufacturing LLC provides a Quote for the Buyer’s part(s) based on a

3D CAD model submitted by Buyer to Seller. Any change to the 3D CAD model requires an

updated Quote. Quotes are valid for 30 days, after which pricing may change without notice.

Seller reserves the right to correct clerical and other typographical errors in any quotation.

Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid

Quote, form a legally binding agreement (the “Agreement”) and contain the entire understanding

between Buyer and Seller for the goods and services provided by Seller and supersede any and

all other agreements, representations and understandings of the parties, if any, whether oral or in

writing. Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a

purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement.

This Agreement will govern any orders Seller accepts from Buyer and/or Buyer’s authorized

purchasers based on the Quote provided to Buyer. The terms and conditions contained herein

shall be the only terms that shall govern the purchase and sale of the goods and services between

Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly

excluded, including, without limitation, any terms contained in a request for quotation, purchase

order, website, or elsewhere. The only additional terms in a request for quotation, purchase

order, website or other writing that shall apply, if accepted by Seller, shall be terms regarding the

description, price, quantity, and shipping destination for goods produced, and any and all other

terms and conditions shall be excluded and deemed inapplicable. After Seller accepts an order,

Buyer is responsible for any delivery delays or charges, in addition to the original price, due to a

Buyer requested change that is agreed to in writing by Seller. Seller may use subcontractors to

perform services under this Agreement.

Termination for Convenience. Buyer may terminate an order in whole or in part at any time by

written notice to [email protected] (or another official address designated by Seller),

effective upon receipt by Seller. In the event of termination, Seller reserves the right to invoice

Buyer for all goods produced or services performed prior to receipt of notice of termination as

well as for any materials purchased to make Buyer’s parts which Seller is unable to return. This

section shall not limit or affect the Buyer’s right to cancel this order for breach by Seller.

Delivery; Quantity; Title. Any stated delivery time represents Seller’s intended or typical

delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at

any time. Partial shipments may be delivered to Buyer. All parts are shipped FCA (Incoterms

2010) at Seller’s facilities. Title passes to the Buyer at the time and place of delivery to the

carrier.

Price and Terms of Payment. All prices are quoted and payments shall be made in U.S. Dollars

and are exclusive of freight, shipping, special packaging or handling, duties, and unless

specifically stated, sales, excise, use or other taxes arising in connection with this transaction

(other than taxes based solely on Seller’s taxable income). No discounts are authorized. Payment

may be made by Visa, MasterCard, Discover, American Express, or a form of prepayment

acceptable to Seller. Upon credit approval, goods or services may be invoiced and all sums are

due and payable according to the terms of the invoice. To the extent Buyer desires Seller to

present invoices or other information electronically via Buyer’s or a third party’s electronic

payment website, any costs associated with such access will be borne by Buyer.

Nonconforming Goods. Buyer shall inspect all goods upon delivery by Seller, and should any of

the goods be nonconforming goods, Buyer must notify Seller, in writing, within ninety (90) days

of delivery of the goods describing the nature of any nonconformity. Seller shall have the right

and option to repair or replace any goods agreed between the parties to be nonconforming. Seller

shall not have any obligation to repair, replace or otherwise compensate Buyer for

nonconforming goods if Buyer fails to notify Seller in writing that goods are nonconforming

within ninety (90) days of Seller’s delivery of the goods. Following notification of the

nonconformance, if return is approved, Seller will authorize the return. Nonconforming goods

must be returned within 15 business days after authorization of return. If the nonconforming

goods are not returned within this period, the authorization for return is rescinded.

Warranties. Seller assumes no responsibility for the design of the goods that are the subject of

this transaction. To the extent Seller’s personnel recommend design modifications or provide

design analysis, simulation or advice, they do so only to help meet the requirements of Seller’s

own manufacturing process. The Buyer retains sole legal responsibility for the design

specifications and performance of the goods that are the subject of this transaction. Buyer is

solely responsible for ensuring the goods and services purchased from Seller meet applicable

regulatory requirements. The Buyer represents and warrants to Seller that no information

furnished or to be furnished by the Buyer to Seller constitutes information classified by the U.S.

federal government as confidential, secret or top secret or similar designation by any

international government.

SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for

the selection of any materials for the goods that are the subject of this transaction. Seller does not

certify that its manufacturing processes are compliant with any particular regulatory

requirements. The Buyer is solely responsible for ensuring that materials selected for goods to be

manufactured by Seller meet any applicable regulatory requirements or specifications including

but not limited to Directive -2011/65/EU on the restriction of the use of certain hazardous

substances in electrical and electronic equipment (RoHS Directive) together with any national

legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP.

Any statements made by Seller personnel or specifications provided by Seller regarding

materials should be verified by the Buyer with the manufacturer of that material.

Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller (and its

employees, representatives and agents) 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 Buyer’s use of Seller’s goods or services, a breach of any

provision of this Agreement or any third-party claim for infringement of patent rights, trademark,

copyrights or misuse of trade secret information.

Force Majeure. Seller shall not be liable for any failure to perform under this Agreement if such

failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labor difficulties, riots,

inability to obtain materials, equipment, labor or transportation, governmental restrictions, or any

other event beyond Seller’s reasonable control. In the event of any shortage of raw materials or

other supplies, Seller may allocate materials and supplies among its buyers in such manner as

Seller may determine in its sole discretion, and shall have no liability to the Buyer on account of

any delay or cancellation on account thereof.

Buyer-Supplied Materials. If Seller agrees to use materials supplied by the Buyer, the Buyer

shall be solely responsible for supplying and delivering such materials in a timely manner at no

cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for

loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its

obligations. Seller will not return waste, scrap or de minimis amounts of material. Seller shall not

be liable for, and the Buyer shall be obligated to pay any previously negotiated delivery

premiums notwithstanding, any failure or delay in delivering any goods to be provided hereunder

if such failure or delay is caused by the Buyer’s failure to supply and deliver such materials in a

timely manner or of such quality or in such quantity as Seller deems necessary. Seller’s Buyer-

supplied material storage policy is such that after one year of inactivity, Seller may destroy the

Buyer-supplied material, in its discretion.

Buyer Intellectual Property. Buyer shall retain sole ownership of the copyright in files, all text,

illustrations, software files and other materials provided by Buyer to Seller as well as of any

deliverables, designs, including modifications or derivative works thereof, that may be produced

for Buyer during the course of Seller’s performance of services.

Seller Intellectual Property. Seller retains sole ownership in all proprietary software, processes,

techniques, methodologies and procedures developed by Seller for the quoting, analysis, design,

automation, and manufacturing of machined parts and sheet metal fabricated parts. Seller retains

ownership of the copyright in all text, illustrations or other materials provided by Seller to Buyer

in a Quote. Buyer will not, without prior written approval of Seller (which may be withheld for

any reason), remove any of Seller’s markings or change Seller’s Intellectual Property in any way.

Country of Origin. Seller makes no country of origin certification under this Agreement unless

specifically agreed to in writing. Seller specifically disclaims any “passive” certifications

included in any of Buyer’s documents or communications related to this Agreement.

Confidentiality. “Confidential Information” means any information that Buyer discloses to the

Seller that is proprietary to the Buyer and not generally known to the public. The Seller will not

use any Confidential Information for any purpose except for the purposes of carrying out its

obligations pursuant to this Agreement. The Seller will use the same degree of care (but no less

than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized

use of the Confidential Information as the Seller employs with respect to its own confidential and

proprietary information. Upon Buyer’s written request, the Seller will destroy all documents

containing or representing Confidential Information and all copies thereof, and erase any such

Confidential Information from the Seller’s computer systems except electronic copies that are

electronically archived and not readily accessible. If requested by Buyer, Seller will provide

written confirmation of such return or destruction and erasure to Buyer.

Export Compliance. Buyer and Seller will comply 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 goods or services that are subject to this Agreement. In

order for Seller to conduct appropriate export control checks, the Buyer agrees to identify any

export-controlled (e.g., ITAR) goods in writing to Seller by the time Buyer accepts a quotation

and to provide all pertinent information pertaining to the particular end Buyer, destination and

intended use of goods. Seller reserves the right to stop shipping or providing goods if Seller has

reason to believe that any shipment or sale of goods may violate any export control law.

Prohibited Purposes. Buyer warrants that the goods that are the subject of this transaction will

not be implanted in a human body and are not subject to FAA inspection. Buyer certifies that its

designs (e.g., 3D CAD models) submitted to Seller and the manufacture and delivery of goods

according to the Buyer’s design will not yield goods that are in violation of any federal firearms

laws.

LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND,

WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM

OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR

OTHERWISE. BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES

AND CHARGES PAID FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY

AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF SELLER OR ITS SUPPLIERS

TO BUYER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL

SUMS PAID BY BUYER TO SELLER FOR THE ORDER GIVING RISE TO THE

LIABILITY.

Miscellaneous. The Agreement shall be governed by and construed in accordance with the laws

of the State of Wisconsin without regard to principles of conflict of law. The United Nations

Convention on Contracts for the International Sale of Goods shall not apply to this transaction.

Any suit, action or other legal proceeding arising out of or relating to this transaction shall be

brought in a court of record in Wisconsin. Seller and the Buyer each consent to the jurisdiction of

each such court in any suit, action or proceeding, and waive any objection which it may have to

the laying of venue of any such suit, action or proceeding in any such courts and any claim that

any such suit, action or proceeding has been brought in an inconvenient forum.

English Language. All documents, notices and legal proceedings executed, given or instituted

pursuant to or relating directly hereto shall be in the English language, and the meaning of all

words and phrases of this offer shall be defined, construed and interpreted in the English

language.

Rev 04-2025