Creatingway Limited Terms and Conditions
As used herein, “Seller” means The Creatingway Technology Limited, (including CNC machining and rapid manufacturing services), “Buyer” means the entity to which Seller’s Offer is made or the entity purchasing Goods and/or Services from Seller.
All references to “Seller’s terms and conditions” herein mean and include (i) the General Terms and Conditions of Sale set forth herein; (ii) Seller’s Special Terms and Conditions, to the extent referenced in Seller’s Offer; and (iii) any other terms and conditions mutually agreed by the Parties in writing. Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
2.1 Creatingway offers a Quote for the Buyer’s part(s) based on a 3D drawing submitted by Buyer. Any change to the 3D drawing 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 quote sheet.
2.2 A quote is provided based on the 3D CAD and 2D drawings. Budgetary quotes may be estimated based on 2D prints, pictures, photos, 3D models, or other parts reference. but the quote will not be official until the final review of the 3D CAD. Any change to the 3D CAD will require an updated quote. Creatingway reserves the right to inform BUYER of lead-time changes at the order issued. The buyer is fully responsible for the correctness of the supplied data files. Creatingway is not responsible for checking for consistency between 2 files. When 3D CAD and 2D drawings are supplied, the parts will be manufactured according to the 3D drawing. The general information and tolerances only use the 2D drawings.
2.3 Quotations are based on the 3D drawing, material callout and coating provided or approved by the BUYER; All of the quotations are based on our general tolerances unless 2D PDF drawing and finishing with tolerances are supplied. We use ISO standard for precision machined, metal parts and plastic parts. Vacuum casting parts are produced with a tolerance of 0.1-0.15mm the nominal dimensions as a general rule. Our tolerances strictly comply with international industry standards.
3. Contract Acceptance
Buyer and Seller for the goods and services provided by Seller and supersede any other agreements, representations, and understandings of the parties, if any, whether oral or in writing. The 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, the 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.
4. Payment Terms
4.1 All new Buyer for products shall pre-pay 50% up front, payment shall be made upon purchase order issued by the Buyer unless otherwise agreed upon, the balance 50% paid before shipment.
4.2 For tooling project, terms for payment will be a 50% deposit when the product started. Balance has to be paid upon approval of the tooling sample. The sample confirmation is assumed as the approved of the tools by Buyer, Creatingway will transfer the ownership of the tooling to the Buyer once 100% paid done, For the convenience of production, If the Buyer agrees with Creatingway to keep tools, but Buyer still will take 100% payment for tools.
4.3 The quantity of samples offered for tooling confirmation is based on purchase order agreement or can consult with Buyer from 1pcs to 10pcs or the different quantity.
4.4 If there is no feedback for sample and tools or the other technical issues for tooling manufacturing upon final samples received, or Buyer gives instruction for molding status. It would be assumed as the samples have been confirmed and tooling is approved by the Buyer, and the balance 50% should be done.
4.5 50% deposit to be received within 7 days of the released date or we place on hold a project after informed to Buyer. The buyer is required to pay in full of all due to invoices before the shipment of any products.
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.
If there is any quality problem, due to the characteristics of materials used for the products and other reasons, the Buyer shall raise it within 30 days after shipment; otherwise, it would be deemed that the Buyer accepts the sample or goods.
Creatingway assumes no responsibility for the design of the goods that are subject to this transaction. To the extent that Creatingway recommends design modifications or provides design analysis, simulation, or suggestions, they do so to help meet the requirements of Creatingway’s own manufacturing process.
Buyer agrees to defend, indemnify and hold harmless Seller 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.
7. Buyer-Supplied Materials
If Seller agrees to use materials supplied by the Buyer, the Buyer shall be solely responsible for providing and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and adequate 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 promptly or of such quality or in such quantity as Seller deems necessary. Seller’s Buyer-supplied material storage policy is such that after 18 months of inactivity, Seller may destroy the Buyer-supplied material, in its discretion.
The Buyer may terminate the work described in the quote at any time. However, the Buyer agrees that it shall compensate Creatingway for all fees and expenses incurred in the performance of the obligations to the state of termination.
9. 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.
“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 according 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 concerning 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.
11. Right and Obligation
11.1 These terms and conditions agreement represents the whole agreement between Buyer and Creatingway, which supersede all of oral, written, negotiations or representations. The terms and conditions only are amended by a written instrument signed both Buyer and Creatingway.
11.2 Creatingway or its teams shall have no obligations or liability to the Buyer or any other person or entity for any special, incidental, punitive damage but no included to consequential damages from the work described in the quotation or working’s failure to perform under the agreement.
11.3 Creatingway shall not take responsibility for, but not limited to, loss of revenue, loss of property, cost of capital or claims, service interruptions, or any failure to manufacturing, deliver or provide, or for any delay in the manufacturing, delivery or provide, any goods to be granted hereunder if such failure or delay is caused by acts of God, fire, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, serious public health nuisance or any similar cause over which Creatingway has no control.
11.4 This limitation shall apply whether or not the buyer or the party has been informed of the possibility of any other damage. This limitation shall apply to any failure of any basic or limited remedy provided in this agreement. Unless negotiated & document, otherwise, included late fees, penalty clauses or credits will not be levied or taken against Creatingway.
12. Entire Agreement
Seller’s terms and conditions (including Seller’s Special Terms and Conditions, if applicable) and Buyer’s Order (as accepted by Seller in accordance with the terms herein), including Seller’s applicable specifications, statement of work, and any other mutually agreed documents referenced, constitute the entire agreement between the Parties and supersede any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of Buyer’s Orders