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Creative Tooling Solutions - Personalized Service & Support
CTS Customer Agreement

This Agreement sets forth the terms and conditions on which rapid prototyping services and quotations for such services (Services) are made available via this website. The Services available through this website are provided by CTS.

1. PROVIDING TOOLING, PARTS AND SERVICES.

1.1 CTS QUOTATIONS. From time to time the Customer may request price quotations (CTS Quotes) from CTS for the provision of Tooling, Parts and/or provision of Services (Items) by completing the CTS Quote form on this website. CTS will provide all quotes promptly after receipt of the Customers request. Each CTS Quote is only valid for 30 days from the time the quote is saved.

1.2 ORDERS. Once the Customer has obtained a CTS Quote, the Customer may accept the quote from CTS and may submit an order (an Order) requesting CTS to provide the Items quoted. The total fees for each Order shall include the applicable amount specified in the CTS Quote for the Model(s), plus all applicable taxes and all shipping charges (collectively, the Fees). To submit an Order, the Customer must either pay the Fees in advance by providing CTS with valid credit card account information, or by issuing a noncancelable purchase order to CTS by fax (704) 504-5418, or e-mail in .pdf or .tif formats (order@creativetoolingsolutions.net). A hard copy of the PO is required before an Order can be shipped from our facilities. Once an electronic Order confirmation has been delivered to the Customer, the Order is binding on both parties, and may not be cancelled except by agreement. CTS reserves the right to accept or reject any Order for any reason.

1.3 DELIVERY STANDARD. CTS will use commercially reasonable efforts to provide all Items to the Customer in accordance with this Agreement and within the timeframe provided at the time of Order. Average delivery is 3 to 5 business days based on current work load and CTS Quote description. Partial shipments allowed. Please call (704) 504-5415 for more information.

1.3.1 TRANSPORTATION: Shipments are F.O.B. shipping point. Any damage to product during transportation is the responsibility of the carrier and customer. Customer is responsible for submitting claims to the carrier for damages.

Additional overnight shipping charges apply for all orders, except collect with qualifying customer supplied accounts.

1.4.1 CANCELLED ORDERS. Placing an order reserves capacity and can only be cancelled by CTS personnel. Please contact your account manager at 704-504-5415 if you need to make changes to your order.

2. CUSTOMER SATISFACTION. If any Item does not meet the specifications, and the Customer notifies CTS within two business days of receipt, the Customer may return the Item (at the Customers own expense) within five business days of receipt and receive replacement Model, or a full refund of the Model Fees (exclusive of applicable taxes and shipping charges). Failure to return a Model in this manner shall constitute acceptance of the Model by the Customer.

3. OWNERSHIP OF INTELLECTUAL PROPERTY.

3.1 CTS RIGHTS. Notwithstanding Section 3.1, CTS shall retain all right, title and interest, including all Intellectual Property, in the website and in the underlying software, technology, methodologies and know-how used by CTS in performing its Services.

4. LIMITED WARRANTIES.

4.1 NATURE OF ITEMS. All Items are delivered and accepted in AS IS condition. Customer acknowledges and agrees that in no event will CTS be liable for any damages of any nature under any circumstances, including CTS' alleged negligence, and that the aggregate liability for any claim(s) awarded by any court of competent jurisdiction will in no event exceed the limitations identified in Section 5 below. Customer further agrees that these disclaimers, exclusions and limitations of liability are a material and essential condition of this Agreement, and that the Website and Services would not be made available, or would be made available on materially different terms in the absence of these conditions.

5. LIABILITY.

5.1 LIMITATION OF LIABILITY. CTS HEREBY DISCLAIMS AND EXCLUDES ALL LIABILITY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER SUCH DAMAGES ARISE BY CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

5.2 LIMITATION OF AGGREGATE DAMAGES. CTS' AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER ARISING BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE APPLICABLE PART ALLEGED TO HAVE CAUSED SUCH DAMAGE.

5.3 INDEMNITY. The Customer shall indemnify, defend and hold harmless CTS and its directors, officers, employees and agents from all losses, liabilities, damages and expenses (including reasonable attorneys fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of any claim in connection with an Order violate or infringe the legal rights of any third party.

6. ACCESS AND INTERFERENCE. The Customer shall use its username and a password to log on to the CTS website. The Customer must not disclose its password to third parties. The Customer is responsible for all access to and use of the CTS website using its username and password. If an employee, agent or any person uses the Customers username and password to access the CTS website, the Customer will be deemed to have authorized any access, use or misuse of the CTS website by such employees or agents or any other person using the Customers username and password. The Customer will not use any robot, spider, other automatic device or manual process to monitor or copy CTSs web pages or the content contained herein without the express written permission of CTS. The Customer will not interfere or attempt to interfere with the proper working of the CTS site or any activities conducted on the CTS site. The Customer will not take any action that imposes an unreasonable or disproportionately large load on CTSs infrastructure. The Customer will not copy, reproduce, alter, modify, create derivative works of, or reverse engineer the CTS website or publicly display any content from the CTS website without the prior express written consent of CTS.

7. TERMINATION. Either the Customer or CTS may terminate this Agreement at any time upon written notice to the other party, but all Orders previously submitted and confirmed shall remain binding upon the parties. Sections 3-6 shall survive the termination of this Agreement.

8. MISCELLANEOUS PROVISIONS.

8.1 GOVERNING LAW. This Agreement and all Orders shall be governed by and construed in accordance with the internal laws of the State of North Carolina, applicable to contracts to be accepted and performed wholly within North Carolina. By placing any Order, Customer irrevocably consents to the jurisdiction of the applicable federal or state courts located in Mecklenburg County, North Carolina, and agrees that such courts shall be the exclusive forums for the resolution of any disputes hereunder.

8.2 FORCE MAJEURE. Neither party shall be liable for a breach of its obligations hereunder to the extent that such breach is caused by factors outside its reasonable ability to foresee and avoid (provided that such party makes diligent good faith efforts to remedy the breach as soon as possible), including without limitation war, acts of God, terrorism, natural disaster, or third party communications or encryption failure, and which continue for any 60 day period.

8.3 ENTIRE AGREEMENT. This Agreement and any accompanying Orders embody the entire agreement and understanding between the parties regarding the subject matter hereof, and supersede any prior understanding and agreements between and among them respecting the subject matter hereof. CTS may at any time change or modify the terms of this Agreement by publishing such additional or replacement terms on the website at least five business days prior to implementation. If the Customer does not agree with any change or modification, the Customer may terminate this Agreement on notice to CTS.

8.4 INDEPENDENT CONTRACTORS. The parties hereto are independent contractors and are not, and shall not represent themselves as, principal and agent, partners or joint venturers. No party shall attempt to act, or represent itself as having the power, to bind another party or create any obligation on behalf of another party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.

8.5 SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. The parties agree that (a) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are for any reason whatsoever invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

8.6 ASSIGNMENT. The Customer shall not assign the rights and obligations under this Agreement without the written consent of CTS. Any assignment in breach of this provision shall be void ab initio.