Last Updated: 09/09/2021
THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY
TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO
RESOLVE DISPUTES.
This Customer Services Agreement (the Agreement ”) is made and entered between
("Unionfab ”) and you ("You" or "Your"), as of the date that You accept
this Agreement as provided in this preamble. PLEASE READ THIS AGREEMENT
CAREFULLY. BY ACCESSING OR USING UNIONFAB'S WEBSITE (THE "WEBSITE"),
INCLUDING PLACING AN ORDER WITH UNIONFAB FOR MANUFACTURING SERVICES
(THE "SERVICES"), CLICKING ON THE "I ACCEPT" BUTTON, AND/OR COMPLETING
THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ,
UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF
LEGAL AGE TO FORM A BINDING CONTRACT WITH UNIONFAB, AND (3) YOU HAVE
THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF
OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS
AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
Unionfab's General Terms and
Conditions available at:
www.unionfab.com/terms ("General Terms ”) are incorporated herein by reference.
PLEASE NOTE that Unionfab may modify these terms and conditions at any time. Such
modifications shall be effective immediately upon posting the modified version on the
Website for orders placed after such modifications have been posted. Unionfab will
also update the "Last Updated" date at the top of this Agreement. If Unionfab makes
any material changes, and You have registered with Unionfab to create an Account (as
defined below), Unionfab may also e-mail you to the last e-mail address You provided
pursuant to this Agreement. Any changes to this Agreement will be effective
immediately for new users of the Website and/or Services and will be effective thirty
(30) days after posting or providing notice of such changes on the Website for existing
users (whichever is earlier). Unionfab may require You to provide consent to the
updated Agreement in a specified manner before further use of the Website andServices is permitted. If You do not agree to any change(s) after receiving a notice of
such change(s), You shall stop using the Website and Services. Otherwise, Your
continued use of the Website and Services shall be deemed Your conclusive
acceptance of the modified
terms and conditions.
1. About Unionfab's Services.
Unionfab hosts and maintains an online platform available at the Website that enables
Unionfab's customers to upload their three dimensional (3D) models for their
manufacturing projects. Unionfab maintains a vendor manufacturing program consisting
of a network of third party manufacturers (each, a "Partner ”) capable of performing
manufacturing services on Unionfab's behalf to offer our customers greater efficiencies
and the best pricing and quality of manufacturing services. When a customer uploads
their Specifications (as defined below) for a manufacturing project, Unionfab will either
manufacture or subcontract with one of Unionfab's Partners to have manufactured, the
parts, assemblies or items to be delivered according to the customer's order (each, a
"Part").
2. REGISTRATION
To use certain Services, you may be required to register for an account ("Account"). In
registering for the Services, You agree to (1) provide true, accurate, current and
complete information about You as prompted in the Website account details section
("Registration Data"); and (2) maintain and promptly update Your Registration Data to
keep it true, accurate, current and complete. You are responsible for all activities that
occur under your Account. You may not share your Account or password with anyone,
and you agree to (x) notify Unionfab immediately of any unauthorized use of your
password or any other breach of security; and (y) exit from your Account at the end of
each session. Suppose you provide any untrue, inaccurate, not current or incomplete
information, or Unionfab has reasonable grounds to suspect that such information is
untrue, inaccurate, not current or incomplete. In that case, Unionfab has the right to
suspend or terminate your Account and refuse any current or future use of the Website
and Service (or any portion thereof).
3. ORDERING PROCESS
3.1. Placing Orders. To place an order for a Part, You must upload an accepted three-
dimensional (3D) model for the Part that You would like to be produced according to
the terms of this Agreement. During the ordering process, You may choose, from the
list of available options, the material, colour, surface, and size of the measurement (mm
or inches) for your Part. Certain restrictions concerning the thickness, material, colour,
and surfaces may apply. You may request your Parts' material certifications and
inspection reports during the ordering process for an additional fee. UNIONFAB
RESERVES THE RIGHT TO ALTER, MODIFY OR CHANGE THE SPECIFICATIONS OF
ANY PART IN THE EVENT UNIONFAB DETERMINES THAT THE MANUFACTURE OF A
PART FOLLOWING YOUR SPECIFICATIONS IS IMPOSSIBLE, ECONOMICALLY
IMPRACTICABLE, OR OTHERWISE IS LIKELY TO HARM THE RESULTING PART. You
will be able to see and review the order and the estimated costs (production, delivery,
and other taxes when applicable) provided by Unionfab to You before finalizing the
order (the "Quote"). No contract to manufacture any Part exists until Unionfab
acknowledges your acceptance of its Quote by a confirmatory e-mail or other
appropriate means of communication, as determined by Unionfab in its sole discretion.
SINCE EACH ORDER IS CUSTOM MANUFACTURED, YOU MAY NOT CANCEL AN
ORDER ONCE IT HAS BEEN PLACED. Unionfab, at its sole discretion, may permit a
customer to cancel an order and may charge a fee not to exceed 3% of the total order
value if a customer requests such cancellation from Unionfab.
3.2 Specifications. Upon acceptance of Unionfab's Quote, Unionfab will, subject to the
terms herein, manufacture, or have manufactured, the Part(s) in accordance with the 3D
geometry and features related to the Part(s) and the tolerances as outlined in the Quote
(except if located in the Notes section) (collectively, the "Specifications"). You are
solely responsible for ensuring that the Specifications in the Quote and other
information You submit in Your order are accurate and complete before paying for it.
YOU MAY NOT AMEND OR MODIFY THE SPECIFICATIONS after YOU HAVE PLACED
YOUR ORDER.3.3 Unionfab Cancellations . Unionfab may, at any time during the quotation, ordering,
and the manufacturing process, revoke and cancel any Quote/order if there are
technical or other reasons (such as a concern about intellectual property ownership of
the design or the legality of the Part) to do so. In such case, Unionfab will reimburse
You all monies paid for such Part, if any.
3.4 Limitations. The prices charged are calculated based on building types with a
certain attainable level of detail. Unionfab will manufacture Your Part(s) following our
Manufacturing Standards www.unionfab.com/ (the"Manufacturing Standards"), which
are incorporated herein by reference unless Unionfab has agreed on to different
standards in the Quote. Due to the technical limitation of current technology, it may be
impossible or commercially impracticable to manufacture certain parts according to
your specifications. In such cases, Unionfab will use its commercially reasonable efforts
to contact You. In any case, Unionfab (AND ITS PARTNERS) then reserves the right to
either build the Part with a different thickness and switch to another production
technique and apply any modification to the order (such as modification of price, of
terms/term of delivery, etc.) resulting from such decision. You agree to pay Unionfab
such additional compensation (if any) as necessary that arise out of any such amended
Specifications.
3.5 Subcontracting. You acknowledge and agree that Unionfab may subcontract or
otherwise delegate any order you place for a Part to one of Unionfab's Partners. As
such, you acknowledge and agree that Unionfab may share your Specifications with our
Partners to process and manufacture your order. You will not have any obligation to pay
any Partner directly.
3.6 Compliance with Export Controls. The data, items, deliverables, and services may
be subject to national, foreign, and international trade and export control laws and
regulations ("Export Laws"). You shall identify any three-dimensional (3D) models and
resulting items that are controlled under Export Laws at the time of providing them to
Unionfab, including but not limited to identify data and things that are regulated under
the International Traffic in Arms Regulations ("ITAR").NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOU
SHALL BE LIABLE FOR ALL DAMAGES, LOSSES, AND LIABILITIES INCURRED BY
UNIONFAB AS A
RESULT OF YOUR NON-COMPLIANCE WITH EXPORT LAWS OR FAILURE TO
ACCURATELY
IDENTIFY APPLICABLE EXPORT LAWS.
3.7 Prohibited Items. While Unionfab wants to give its customers the freedom they need
to produce the most creative, imaginative, and useful projects and Parts, Unionfab
maintains the right to refuse any Part that is illegal or designed to harm human beings,
or which Unionfab otherwise deems inappropriate in its sole discretion. As such,
Unionfab prohibits the use of its Services to manufacture Parts designed for use or
integration into firearms for such Parts that require any federal, state or local licenses
to manufacture.
4. PRICING AND PAYMENT; UNIONFAB REFERRAL PROGRAM
4.1. Payment. You agree to pay all fees or charges to Your Account in accordance with
the fees, charges and billing terms in effect at the time a fee or charge is due and
payable. Unless otherwise expressly agreed in advance by Unionfab, all invoices are due
thirty (30) days after the invoice date. Unionfab reserves the right to require payment in
advance for certain orders. All invoices are due in full, without any deductions or offsets.
All invoices will be deemed final and binding unless You object to an invoice, in writing,
within ten (10) days of receipt. All invoices not paid in full within such thirty (30) day
period shall bear interest at the rate of 1.5% per month or the highest rate permitted
under law. Unionfab may also draw down on any Unionfab Credits held in your Account
if you fail to pay any past due invoices within forty five (45) days of their due date.
Unionfab may invoice you in instalments. You must provide Unionfab with a valid credit
card (Visa, MasterCard, or any other issuer accepted by us) ("Payment Provider"). Your
Payment Provider agreement governs Your use of the designated credit card, and You
must refer to that Agreement and not this Agreement to determine your rights and
liabilities. By providing Unionfab with Your credit card number and associated payment
information, You agree that Unionfab is authorized to immediately invoice your Account
for all charges due and payable to Unionfab hereunder and that no further consent ornotice is required. You agree to immediately notify Unionfab of any change in your
billing address or the credit card used for payment hereunder. Unionfab reserves the
right at any time to change its prices and billing methods, either immediately upon
posting notice on the Website or by e-mail delivery to you. All costs are calculated in
US Dollars and Payment to Unionfab must be in the form of US Dollars.
4.2. Taxes and Costs. Unless otherwise stated, the price quoted concerning the
manufacture of any particular Part includes the cost for the Services rendered by
Unionfab, the manufacturing of the Part, and the standard shipping (as selected by
Unionfab), as well as all applicable sales and use taxes. Additional fees may apply for
any alternate shipping methods https://www.unionfab.com/ and shipping insurance. You
will be liable for all other transaction duties and taxes (other than taxes based on
Unionfab's net income).
4.3. Suspension of Services . Unionfab reserves the right to suspend performance
hereunder (including the manufacture of the Part) in the event you fail to pay all
outstanding amounts when due Unionfab retains full legal title to Parts until it has
received full Payment concerning such Parts and Payment on any other Parts that You
have ordered. Unionfab reserves the right to refrain from manufacturing additional
orders, or different components of an existing order, as long as the outstanding issued
invoices remain unpaid.
4.4. Unionfab Credits. Registered users can earn credits ("Unionfab Credits ”) through
the following means.
● Refer a Colleague . To refer a colleague and earn Unionfab Credits, registered
users must send their unique referral link to facilitate the invitation or post their unique
link on either Twitter,Facebook or Linkedin. If a Referred Colleague (as defined below)
clicks on the link provided to them and purchases a Part, Your Account will be credited
with 100 Unionfab Credits for initial purchase only. As used herein, a "Referred
Colleague" means any potential customer of Unionfab who, before the time of the
referral: (i) has not purchased any Parts from Unionfab, and (ii) has not created an
account. Unionfab Credits will only be awarded for the Referred Colleague's initial
purchase of a Part, and you will not receive or be entitled to any Unionfab Credits inconnection with any subsequent purchases made by any Referred Colleague. Unionfab
Credits may be solely redeemed towards the purchase of Parts. Each Unionfab Credit is
equal to $10 and maybe redeemed at checkout on future orders. Credits expire after 12
months and are saved on a first-in, first-out basis. Unionfab Credits are not legal
tender and cannot be reloaded, resold, transferred for value, redeemed for cash or
applied to any other account, except to the extent required by applicable law. Unionfab
prohibits and does not recognize any purported transfers of Unionfab Credits outside
the Services, or the purported sale, lease, gift, or trade-in the "real world" of anything
that appears or originates outside the Services.
UNIONFAB RESERVES THE RIGHT TO DRAW DOWN UPON ON YOUR UNIONFAB
CREDITS IF ANY, IN THE EVENT OF ANY LATE PAYMENT(S) OR OTHER MATERIAL
BREACH OF THIS AGREEMENT BY
YOU.
5. SHIPMENT ESTIMATES; RISK OF LOSS IN TRANSPORT
5.1 Shipment Estimates. Quotations issued by Unionfab will contain an estimated date
of shipment, calculated based on the input data. The delivery term generated by the
online ordering system gives a preliminary indication of the planned date of shipment,
though it does not bind Unionfab in any way. The estimated shipment date is based on
the working conditions applicable at the time the Agreement is concluded and on the
punctual delivery of the materials ordered by Unionfab for the performance of the work.
Should a delayed rise for which Unionfab is not responsible, as a result of a change in
the working mentioned above
conditions or because materials ordered in time for the performance of the work are
not delivered on time, the shipment date shall be extended as required and Unionfab
will not be liable for such delay.
5.2 Risk of Loss. Unless otherwise agreed, all sales of Parts shall be ex-works
(Incoterms 2000). If you require delivery of the Parts otherwise than ex-works, You
must contact Unionfab to detail its requirements. Unionfab, at its discretion, shall
arrange the delivery requirements including, without limitation, transport insurance, the
mode of transport (Unionfab reserves the right to vary the mode of transportation if any
regulations or other relevant considerations so require) and any special packagingrequirements. All costs, taxes, duties and charges related to fulfilling any of Your
requests under this Section, shall be paid by You, unless otherwise agreed by both
parties.
6. REPLACEMENT PARTS
6.1. No Warranty of Specifications. Upon delivery of a Part, You should scrutinize the
Part. All Parts will be deemed accepted upon delivery to You. You acknowledge and
agree that Unionfab will use commercially reasonable efforts to manufacture or have
the Part manufactured by our Partners, per Your Specifications. However, since You are
solely responsible for the Specifications, and the manufacture of certain Parts following
your Specifications may be impossible or otherwise commercially impracticable,
Unionfab does not warrant that Your Part can or will be manufactured following Your
Specifications. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED HEREIN, UNIONFAB
DOES NOT WARRANT THAT THE PART WILL MEET YOUR REQUIREMENTS OR BE
WILL BE MERCHANTABLE OR FIT FOR YOUR PARTICULAR PURPOSE.
6.2. Specifications Warranty; Remedy. Unionfab represents and warrants for three (3)
business days following the delivery of the Part (the "Warranty Period") that the Part
shall conform to the Specifications for such Part. In the event You notify Unionfab
during the Warranty Period that the Part fails to comply with the applicable
Specifications in all material respects, Unionfab will, as Your sole and exclusive remedy,
replace such non-conforming Parts at Unionfab's sole cost and expense, provided (i)
You return the non-conforming Part(s) to Unionfab within three (3) business days of
your notice of non-conformance, and (ii) Unionfab
reasonable confirms such non-conformity. Unionfab will accept no returns unless You
have notified Unionfab within the Warranty Period. Suppose You fail to contact
Unionfab within the Warranty Period. In that case, Unionfab shall have no further
obligations concerning such Part, and ALL SALES WILL BE DEEMED FINAL, AND SUCH
PARTS MAY NOT BE RETURNED TO Unionfab.
- INTELLECTUAL PROPERTY
7.1. License. Subject to the terms herein, Unionfab grants you a limited, revocable, non-
exclusive license to use the Website for your personal or internal business purposes.
Unionfab and its licensors retain all ownership and intellectual property rights to the
Website and all Content therein. You shall not or permit any third party to: (i) reverse
engineer, disassemble or decompile the Website, the pricing and matching algorithms
of Unionfab, or Unionfab's geometry parsing engine; (ii) use any manual or automated
software devices or other processes (including but not limited to spiders, robots,
scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data
from any web pages contained in the Website;(iii) access the Website to build a similar
or competitive website, application, or Service;(iv) except as expressly stated herein, no
part of the Website may be copied, reproduced, distributed, republished, downloaded,
displayed, posted, or transmitted in any form or by any means; or (v) use the Website
for any illegal or illicit purpose, including to manufacture any products, components,
goods, or tools designed or intended for use in firearms. Without limiting the preceding,
You acknowledge and agree that the pricing and matching algorithms, processes, and
mechanisms used by Unionfab, along with Unionfab's geometry parsing engine, are the
proprietary information and trade secrets of Unionfab. In the event of You attempt to
reverse engineer such pricing and matching algorithms, processes and/or mechanisms,
or Unionfab's geometry parsing engine, Your right to use the Website and Service shall
immediately cease, and Unionfab will take any action it deems necessary or appropriate
to protect its rights and interests.
7.2. Trademarks. The Website contains names, which are trademarks, service marks
and brand names of Unionfab and may not be used without the written permission of
Unionfab. Other trademarks, service marks, and trade names that may appear on or in
the Website are the property of their respective owners.
7.3. Your Content. Unionfab does not claim ownership over your Specifications or any
content, data or other materials you upload to or otherwise make available on the
Website ("Your Content"). You are solely responsible for Your Content that You upload
to the Website. You at this moment grant Unionfab a non-exclusive, perpetual, royalty-
free, fully paid-up, sublicensable (to our Partners), right and license to reproduce and
use Your Content for designing, manufacturing, and delivering your Parts to You, and toprovide you any other Services you request. You further acknowledge and agree that
Unionfab may use Your Content on an aggregated and anonymized basis to improve
the Website and Services, including without limitation, to improve our pricing algorithms
and help manufacture Parts more efficiently and reasonably. By submitting an order to
Unionfab, You represent and warrant that You are the owner and/or You have obtained
the rights necessary to grant Unionfab granted herein use without any violation of any
intellectual property rights or Payment by Unionfab of any amounts to any third party.
You further represent and warrant that Your Content does not infringe upon,
misappropriate, or violate any third party's rights, including intellectual property, privacy,
and publicity rights. Suppose Unionfab, in its sole commercial discretion, determines
that the Specifications You submit to the Website infringes upon the intellectual
property rights of any third party. In that case, Unionfab reserves the right to either not
manufacture the Part(s) based on your Specifications.
8. INDEMNIFICATION BY YOU. You agree to indemnify and hold harmless Unionfab and
its officers, directors, shareholders, agents, licensees, employees, successors and
assigns, from and against any and all damages, liabilities, awards, losses, costs and
expenses including, without limitation, reasonable attorneys' fees and court costs: (i)
arising out of any breach by You of any undertaking, warranty, representation or
Agreement contained herein; (ii) arising out of a claim that a Part manufactured by
Unionfab according to an order hereunder violates any law, regulation or ordinance; (iii)
arising out of a declaration concerning the Part (whether arising out of product liability,
strict liability, negligence or otherwise), including claims related to any injury, death, or
damage to any person or property caused by the Part; or (iv) arising out
of any claim that any Specification infringes upon or violates any patent, trade secret,
copyright, trademark, service mark, right of publicity, or another right of any third party.
9. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED
HEREIN, THE PARTS MANUFACTURED BY UNIONFAB ACCORDING TO AN ORDER
SUBMITTED ON THIS WEBSITE AS WELL AS THE WEBSITE AND SERVICES, AND ALL
INFORMATION AND CONTENT THEREIN ARE PROVIDED "AS IS" AND WITHOUTWARRANTY OF ANY KIND. UNIONFAB EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, RELATING TO THE WEBSITE, SERVICES, AND PARTS,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INTERFERENCE OR
INFRINGEMENT. UNIONFAB DOES NOT WARRANT THAT ANY SUCH PARTS OR THE
USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR
THAT ANY ERROR OR DEFECTS WILL BE OR CAN BE CORRECTED. SOME
JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN
WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
9.1. BECAUSE THE PARTS ARE BASED ON YOUR SPECIFICATIONS, UNIONFAB
MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE PARTS
WILL MEET YOUR REQUIREMENTS, (2) THE PARTS ARE FIT FOR ANY PARTICULAR
PURPOSE, OR MERCHANTABLE, OR (3) THE PARTS ARE DEFECT OR ERROR-FREE.
9.2. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER
DISRUPTIONS. UNIONFAB MAKES NO WARRANTY, REPRESENTATION, OR
CONDITION WITH CONCERNING THE SERVICES, INCLUDING BUT NOT LIMITED TO
THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF
THE SERVICES.
9.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
UNIONFAB OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT
EXPRESSLY MADE HEREIN.
9.4. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH
THE WEBSITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, INCLUDING,
BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO
ACCESS THE WEBSITE OR ANY OTHER LOSS THAT RESULTS
FROM ACCESSING SUCH CONTENT.
9.5. YOU ACKNOWLEDGE AND AGREE THAT UNIONFAB IS NOT LIABLE, AND YOU
AGREE NOT TO SEEK TO HOLD UNIONFAB LIABLE FOR THE CONDUCT OF THIRD
PARTIES, INCLUDING FOR ANY
PART MANUFACTURED BY A THIRD PARTY.
- LIMITATION OF LIABILITY
10.1. Disclaimer of Certain Damages. UNIONFAB SHALL NOT, IN ANY EVENT, BE
LIABLE TO YOU OR 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,
BARGAIN, REVENUE, CONTRACTS, GOODWILL, USE, ENJOYMENT, TIME, DATA, OR
ELECTRONICALLY TRANSMITTED ORDERS OR DAMAGES OR COSTS DUE TO
LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR
EMOTIONAL DISTRESS, WHETHER OR NOT UNIONFAB HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1)
THIS AGREEMENT OR THE USE OR INABILITY TO USE THE WEBSITE OR SERVICES;
(2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
RESULTING FROM ANY GOODS, PARTS, DATA, INFORMATION, OR SERVICES
PURCHASED OR OBTAINED THROUGH THE WEBSITE OR SERVICES; (3) ANY
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS,
SPECIFICATIONS, TOLERANCES OR DATA; (4) YOUR PARTS; OR (5) ANY OTHER
MATTER RELATED TO THE WEBSITE AND SERVICES, WHETHER BASED ON
WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
10.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL UNIONFAB BE LIABLE TO
YOU FOR MORE THAN THE GREATER OF (I) THE AMOUNT RECEIVED BY UNIONFAB
FROM YOU UNDER A GIVEN ORDER FOR ANY CLAIM RELATING TO A GIVEN ORDER,
OR (II) ONE HUNDRED DOLLARS ($100).
10.3. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,
SOME OR ALL OF THE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNIONFAB
AND YOU.11. RELEASE OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE PARTS AND
THEIR MANUFACTURE ARE BASED ON SPECIFICATIONS PROVIDED BY YOU.
ACCORDINGLY, YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL UNIONFAB BE
LIABLE FOR ANY DAMAGE OR LIABILITY RESULTING FROM ANY PART, INCLUDING
ANY PART DEFECT RESULTING FROM THE
MANUFACTURE OF A PART FOLLOWING THE SPECIFICATIONS. as a result of this
release Unionfab and its affiliates, and their officers, directors, employees, agents, and
consultants and their successors from claims, demands, any losses, damages, rights,
and actions of any kind, including personal injuries, death, and property damage, that is
either directly or indirectly related to or arises from your Part(s).
12. TERM AND TERMINATION
12.1. Term. This Agreement commences on the date you accept it (as described in the
preamble above) and remains in full force and effect while you use the Services unless
terminated following the terms herein.
12.2. Termination of Services by You. If You want to terminate the Services provided by
Unionfab, You may do so by (a) notifying Unionfab at any time and (b) closing Your
Account for all of the services you use. Your notice should be sent, in writing, to
Unionfab's address set forth below.
12.3. Termination of Services by Unionfab. Unionfab has the right to, immediately and
without notice, suspend or terminate this Agreement or Your use of the Website and
Services (with or without cause), including if Unionfab becomes aware of any possible
violations by You of this Agreement. In the event, Unionfab determines, in its sole
discretion, that You have breached any portion of this Agreement, Unionfab reserves
the right to: (i) warn you via e-mail (to any e-mail
the address you have provided to Unionfab) that you have violated this Agreement;
(ii) delete Your Content provided by You or Your agent(s) to the Website; (iii) notify
and/or send Your Content to and/or fully cooperate with the proper law enforcement
authorities for further action; and(iv) pursue any other action which Unionfab deems to be appropriate.
12.4. Effect of Termination. Termination of any Service includes removal of access to
such Service and barring of further use of the Service. Termination of all Services also
includes deleting your password and all related information, files, and Content
associated with or inside Your Account. Unionfab will not have any liability whatsoever
to You for any suspension or termination, including deletion of Your Content. All
provisions of this Agreement which by their nature should survive shall survive
termination of the Services, including without limitation, ownership provisions, warranty
disclaimers, payment obligations, indemnification obligations and limitation of liability.
13 MISCELLANEOUS
13.1 Electronic Communications. The communications between You and Unionfab use
electronic means, whether You visit the Website or send Unionfab e-mails, or whether
Unionfab posts notices on the Website or communicates with You via e-mail. For
contractual purposes, You (1) consent to receive communications from Unionfab in an
electronic form; and (2) agree that all terms and conditions, agreements, notices,
disclosures, and other communications that Unionfab provides to You electronically
satisfy any legal requirement that such communications would satisfy if it were to be in
writing. The preceding does not affect Your statutory rights.
13.2 Assignment. This Agreement, and Your rights and obligations hereunder, may not
be assigned, subcontracted, delegated, or otherwise transferred by You without
Unionfab's prior written consent, and any attempted assignment, subcontract,
delegation, or transfer in violation of the preceding will be null and void.
13.3 Force Majeure. Neither party shall be liable for any delay or failure to perform
resulting from causes outside its reasonable control, including, but not limited to, acts
of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods,
accidents, strikes or shortages of transportation facilities, fuel, energy, labor or
materials.13.4 Questions, Complaints, Claims. If You have any questions, complaints or claims
concerning the Website or Services, please get in touch with us at: hello@Unionfab.com.
We will do our best to address Your concerns. If You feel that Your concerns have been
addressed incompletely, we invite You to let us know for further investigation.
13.5 Limitations Period. YOU AND UNIONFAB AGREE THAT ANY CAUSE OF ACTION
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE WEBSITE OR THE
SERVICES MUST COMMENCE
WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH
CAUSE OF ACTION IS PERMANENTLY BARRED.
13.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this
Section
13.6 ("Arbitration Agreement ”) carefully. It is Part of Your contract with Unionfab and
affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION
AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for
injunctive or other equitable relief as set forth below) in connection with this Agreement
or the use of any product or Service provided by Unionfab that cannot be resolved
informally or in small claims, the court shall be resolved by binding arbitration on an
individual basis under the terms of this Arbitration Agreement. This Arbitration
Agreement applies to You and Unionfab, and to any subsidiaries, affiliates, agents,
employees, predecessors in interest, successors, and assigns, as well as all authorized
or unauthorized users or beneficiaries of services or goods provided under this
Agreement.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek
arbitration,
the party must first send the other party a written Notice of Dispute ("Notice ”)
describing the nature and basis of the claim or dispute and the requested relief. A
Notice to Unionfab should be sent to: hello@Unionfab.com. After the notice is received,
You and Unionfab will attempt to resolve the claim or dispute informally. If You and
Unionfab do not resolve the claim or dispute within 30 days of receiving the notice,either party may begin an arbitration proceeding. The amount of any settlement offer
made by any party may not be disclosed to the arbitrator until after the arbitrator has
determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. The arbitration shall be initiated through the Chinese Arbitration
Each party shall bear its costs (including attorney's fees) and disbursements arising out
of the arbitration and shall pay an equal share of the fees and expenses.
(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance
arbitration is elected, the arbitration shall be conducted by telephone, online and/or
based solely on written submissions; the specific manner shall be chosen by the party
initiating the arbitration. The arbitration shall not involve any personal appearance by
the parties or witnesses unless otherwise mutually agreed by the parties.
(e) Time Limits. If You or Unionfab pursue arbitration, the arbitration action must be
initiated and demanded within the statute of limitations
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights
and liabilities, if any, of You and Unionfab, and the dispute will not be consolidated with
any other matters or joined with any other cases or parties. The arbitrator shall have
the authority to grant motions dispositive of all or Parts of any claim. The arbitrator
shall have the power to award monetary damages and to grant any non-monetary
remedy or relief available to an individual under applicable law written award and
statement of decision describing the essential findings and conclusions on
which the award is based, including the calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual basis that a judge in a
court of law would have. The award of the arbitrator is final and binding upon You and
Unionfab.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND
STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE
OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration
under this Arbitration Agreement. Arbitration procedures are typically more limited,
more efficient and less costly than rules applicable in court and are subject to very
limited review by a court. In the event any litigation should arise between You and
Unionfab in any state or federal court in a suit to vacate or enforce an arbitration
award or otherwise, YOU AND UNIONFAB WAIVE ALL RIGHTS TO A JURY TRIAL,
instead electing that a judge resolves the dispute.(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE
SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED
ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE
THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY
OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however,
this waiver of class or consolidated actions is deemed invalid or unenforceable
concerning a particular claim or dispute, then notwithstanding anything to the contrary
in this Arbitration Agreement or Agreement, neither You nor Unionfab is entitled to
arbitration of such claim or dispute. Instead, all such claims and disputes will then be
resolved in a court as outlined in Section 13.6(n).
(i) Severability. Suppose any part or parts of this Arbitration Agreement are found under
the law to be invalid or unenforceable by a court of competent jurisdiction. In that case,
such specific details shall be of no force and effect and shall be severed, and the
remainder of the Agreement shall continue in full force and effect.
(j) Right to Waive. Any or all of the rights and limitations outlined in this Agreement may
be waived by the party against whom the claim is asserted. Such waiver shall not waive
or affect any other portion of this Agreement.
(k) Survival of Agreement. This Arbitration Agreement will survive the termination of
Your relationship with Unionfab.
(l) Small Claims Court. Notwithstanding the preceding, either You or Unionfab may
bring an individual action in small claims court.
(m) Emergency Equitable Relief. Notwithstanding the preceding, either party may seek
equitable emergency relief before a state or federal court to maintain the status quo
pending arbitration. A request for interim measures shall not be deemed a waiver of any
other rights or obligations under this Arbitration Agreement.
(n) GOVERNING LAW. These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of UK.
13.7 Independent Contractor. Your relationship to Unionfab under this Agreement is that
of an independent contractor. Nothing in this Agreement is intended or should be
construed to create a partnership, joint venture, or employer-employee relationship
between Unionfab and You. You agree to take no position concerning or on any tax
return or application for benefits or in any proceeding directly or indirectly involving
Unionfab that is inconsistent with You being an independent contractor (and not an
employee) of Unionfab. You are not an agent of Unionfab and are not authorized, and
must not represent to any third party that You are authorized to make any commitment
or otherwise act on behalf of Unionfab.
13.8 Notice. Where Unionfab requires that You provide an e-mail address, You are
responsible for providing Unionfab with Your most current e-mail address. In the event
that the last e-mail address You provided to Unionfab is not valid or for any reason is
not capable of delivering to You any notices required/ permitted by this Agreement,
Unionfab's dispatch of the e-mail containing such notice will nonetheless constitute
effective notice. You may give notice to Unionfab at the following address:
hello@Unionfab.com. Such information shall be deemed given
when received by Unionfab by letter delivered by nationally recognized overnight
delivery service or first class postage prepaid mail at the above address.
13.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one
occasion will not be deemed a waiver of any other provision or such provision on any
other occasion.
13.10 Severability. If any provision of this Agreement is, for any reason, held to be invalid
or unenforceable, the other provisions of this Agreement will remain enforceable, and
the invalid or unenforceable provision will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law.13.12 Entire Agreement. This Agreement is the final, complete, and exclusive Agreement
of the parties concerning the subject matter hereof and supersedes and merges all
prior discussions between the parties concerning such subject matter. Unless otherwise
explicitly agreed to by the parties, in the event of any conflict between the terms of this
Agreement, the General Terms, or any order for Parts, the order of precedence is as
follows:
(i)Manufacturing Standards; (ii) this Agreement; (iii) the General Terms; and (iv) the
order for Parts. Unless otherwise specifically agreed in writing by the parties, the
parties acknowledge that the pre-printed provisions on the reverse side of any
quotation, order, acknowledgement, or invoice will be deemed deleted and of no effect
whatsoever.
