1. As used herein, Eck Plastic Arts shall refer to Eck Plastic Holdings, LLC d/b/a Eck Plastic Arts.

2. The Quote provided herewith is valid for 30 days from the listed Quote Date.

3. These Terms and Conditions, together with the Quote provided herewith, form a legally binding agreement between Eck Plastic Arts and Customer (the “Contract”). The Contract forms the entire agreement between Eck Plastic Arts and Customer. The Contract supersedes any and all other agreements, representations or understandings between the parties pertaining to the goods and services identified in the Quote provided herewith, whether oral or in writing. Customer shall be deemed to have accepted these Terms and Conditions when it accepts a Quote from Eck Plastic Arts, when it issues a purchase order to Eck Plastic Arts, or when it otherwise expresses its intent to proceed with the Contract.

4. These Terms and Conditions shall be the only terms and conditions that govern Customer’s purchase from Eck Plastic Arts. All other terms or conditions are hereby expressly excluded and rejected including, without limitation, any terms or conditions contained in a request for quotation, purchase order, website, or elsewhere. If Eck Plastic Arts accepts them, the only additional terms or conditions not set forth herein that shall apply to this transaction shall be Customer’s description, quantity and shipping destination for goods purchased.

5. All prices quoted are in U.S. dollars and, unless otherwise stated, are exclusive of freight, shipping, special packaging or handling, duties, sales tax, excise tax, and other taxes.

6. Delivery dates for new orders are established at the time of order and may be different from the quoted delivery date based on the current scheduled workload of Eck Plastic Arts. Eck Plastic Arts reserves the right to limit quantities at any time. Partial shipments may be delivered to Customer.

7. All shipments are F.O.B. Eck Plastic Arts, 87 Prospect Avenue, Binghamton, New York 13901. Customer pays all shipping costs. Title passes to Customer at the time and place of delivery to the carrier. Losses incurred during shipping shall be the liability of the carrier and/or Customer.

8. Customer shall inspect all goods upon delivery. Any claims which Customer may have of any nature whatsoever after such inspection, including, but not limited to, any claims for nonconforming goods shall be made in writing to Eck Plastic Arts within thirty (30) calendar days after such delivery, otherwise any such claim shall be deemed waived and shall not be enforceable. Eck Plastic Arts shall have the right and option to repair or replace any goods identified in a claim received from Customer. Eck Plastic Arts shall not have any obligation to repair, replace or otherwise compensate Customer for any claims if Customer fails to provide the written notice required by this paragraph within thirty (30) days of delivery of the goods.

9. All payments shall be made in U.S. dollars, with 50% to be due at the time of order, and 50% to be due prior to shipment. Visa, MasterCard and American Express accepted. Customer shall bear any costs associated with requiring that Eck Plastic Arts present invoices or other information electronically via an electronic payment website.

10. This quote is valid only for the CD CAD model and/or drawing file that Customer submitted to Eck Plastic Arts and is described here. Any design changes and/or changes to the CD CAD model and/or drawing file will require a revised quote. Customer is responsible to see that Eck Plastic Arts has the most up-to-date CD CAD model and/or drawing file at the time of order.

11. The Prototype Molds produced by Eck Plastic Arts are built to the nominal size of the 3D CAD model. Adjustments for the expected shrink rate of the selected resin are made to the model. Eck Plastic Arts does not conduct print tolerance reviews. It is Customer’s responsibility to identify tight tolerances features. The final dimensional characteristics of an injection molded part are dependent on resin selection, part configuration and processing. Every effort will be made to achieve the desired part size and/or tolerances, however Eck Plastic Arts cannot guarantee that all features will be exact to the CAD model. The molds are not made ‘steel safe’ for later adjustments. Eck Plastic Arts will accommodate design revisions to existing molds if feasible.

12. It is Customer’s responsibility to make the final design decisions on all aspects of the goods quoted. Customer retains sole legal responsibility for the design specifications and performance of the goods quoted. Eck Plastic Arts assumes no responsibility for the design or performance of any goods purchased by Customer. Any design assistance provided by Eck Plastic Arts is intended solely to make various options for the design and use of the part available to Customer and shall not in any way modify Customer’s sole legal responsibility for the design specifications and performance of the goods quoted.

13. ECK PLASTIC ARTS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY CUSTOMER. ECK PLASTIC ARTS MAKES NO REPRESENTATION, PROMISE OR STATEMENT UNLESS ENDORSED HEREON IN WRITING. THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY EXLCUDED. IT IS FURTHER AGREED AND UNDERSTOOD THAT THE PRICE OF THE GOODS AND SERVICES PURCHASED BY CUSTOMER IS CONSIDERATION FOR ALL PROVISIONS OF THIS PARAGRAPH.
Without limiting the generality of the foregoing, Eck Plastic Arts assumes no responsibility or liability for the selection of any materials to be incorporated into the goods purchased from it by Customer. Customer is solely responsible for ensuring that the goods and services it purchases from Eck Plastic Arts meet applicable statutes, laws, codes, regulations, ordinances, certifications and specifications, including but not limited to ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, USP or Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) and any national legislation implementing such Directive. Any statements made by Eck Plastic Arts personnel or specifications provided by Eck Plastic Arts regarding materials should be verified by Customer with the manufacturer of that material.

Customer represents and warrants to Eck Plastic Arts that no information furnished or to be furnished by Customer constitutes information classified by any governmental agency as confidential, secret or top secret or other similar designation.

15. The goods that Eck Plastic Arts produces for Customer may be subject to U.S. export laws and regulations. Customer is solely responsible for using or distributing the goods that Eck Plastic Arts produces in compliance with U.S. export laws.

16. Eck Plastic Arts makes no country of origin certification unless specifically agreed to in writing. Eck Plastic Arts specifically disclaims any “passive” certifications included in any of Customer’s documents or communications related to the Contract.

17. Eck Plastic Arts employs a proprietary process to manufacture goods for its Customers. As a result, the software, processes, procedures, tooling and molds developed by Eck Plastic Arts for the quoting, analysis, design, automation, and manufacturing of machined parts, injection molds, injection molded parts, and 3D printed parts shall be and remain the property of Eck Plastic Arts. Eck Plastic Arts shall have the right, in its sole discretion, to destroy any tooling or molds developed for Customer after a one-year period of inactivity.

18. In the event that Customer cancels an order in whole or in part, Eck Plastic Arts shall have the right to invoice Customer for all goods produced or services performed prior to receipt of the cancellation, as well as for any resin purchased to make Customer’s goods. Payment shall be due from Customer within ten (10) days of invoice.

19. Customer is responsible for any delivery delays or charges due to a requested change in an order.

20. (a) Customer warrants that the goods and services it is purchasing from Eck Plastic Arts will not be implanted in a human body and are not subject to FAA inspection. (b) Customer warrants that the goods and services it is purchasing from Eck Plastic Arts will not be used to create goods that are in violation of any federal or state firearms laws.

21. If Eck Plastic Arts agrees to use resin supplied by the Customer for plastic injection molding, the Customer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Eck Plastic Arts, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Eck Plastic Arts deems necessary to complete its obligations. Eck Plastic Arts will not return waste, scrap (including sprues and runners) or de minimis amounts of material. Eck Plastic Arts shall not be liable for, and the Customer 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 Customer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Eck Plastic Arts deems necessary. Eck Plastic Arts’s Customer-supplied material storage policy is such that after one year of inactivity, Eck Plastic Arts may destroy the Customer-supplied material, in its discretion.

22. Eck Plastic Arts is registered in the System for Award Management (SAM). If this transaction is a subcontract under a federal government contract or subcontract, the Customer and Eck Plastic Arts agree that the goods and services provided by Eck Plastic Arts to the Customer under this agreement constitute “commercial items” as defined in FAR 2.101 (48 CFR § 2.101). In this regard Eck Plastic Arts warrants that the goods and services provided under this agreement are priced at the same rate and in the same manner as Eck Plastic Arts’s comparable commercial agreements for similar goods and services and that such goods and services are sold in the commercial marketplace, subject to modifications of a type customarily available in the commercial marketplace.

23. Customer and Eck Plastic Arts 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 Eck Plastic Arts to conduct appropriate export control checks, the Customer agrees to identify any export controlled (e.g., ITAR) goods in writing to Eck Plastic Arts by the time Customer accepts a quotation and to provide all pertinent information pertaining to the particular end Customer, destination and intended use of goods. Eck Plastic Arts reserves the right to stop shipping or providing goods if Eck Plastic Arts has reason to believe that any shipment or sale of goods may violate any export control law.

24. Eck Plastic Arts shall retain all intellectual property rights to text, illustrations, software files and other materials that it provides to Customer. Customer shall not remove any of Eck Plastic Arts’s markings without prior written consent, which may be unreasonably withheld.
Eck Plastic Arts shall not be liable for any failure to perform under the Contract 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 its reasonable control. In the event of any shortage of raw materials or other supplies, Eck Plastic Arts may allocate materials and supplies among its customers in such manner as Eck Plastic Arts may determine in its sole discretion, and shall have no liability to Customer on account of any delay or cancellation on account thereof.
Customer agrees to defend, indemnify and hold harmless Eck Plastic Arts (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 a breach of any provisions of the Contract, Customer’s use of goods or services purchased from Eck Plastic Arts, or any third party claim including, without limitation, any third party claim for infringement of patent rights, trademark, copyrights or misuse of trade secret information.

27. ECK PLASTIC ARTS SHALL IN NO EVENT BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES ANY RIGHT TO RECOVER, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOSS OF GOOD WILL, DAMAGES RELATING TO INJURY TO OR DEATH OF PERSONS, OR DAMAGES TO PROPERTY WHETHER ON THEORIES OF NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE DAMAGES RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH ECK PLASTIC ARTS KNEW ABOUT OR HAD REASON TO KNOW ABOUT AT THE TIME OF SALE. CUSTOMER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES AND CHARGES PAID FOR THE GOODS AND SERVICES ORDERED REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF ECK PLASTIC ARTS OR ITS SUPPLIERS TO CUSTOMER UNDER THE CONTRACT SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY CUSTOMER TO ECK PLASTIC ARTS FOR THE ORDER GIVING RISE TO THE LIABILITY.

28. The Contract shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of law. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in Broome County, New York or in the courts of the United States located in such county. Eck Plastic Arts and Customer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which they 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction and is specifically disclaimed and excluded.