EmbodyStack Terms and Conditions of Sale

A quotation is not an acceptance of an order and may be revoked or revised before order acceptance.

An order becomes binding only when accepted by EmbodyStack through an order acknowledgement, countersigned agreement or other express written acceptance.

Any additional or conflicting term in a customer purchase order, portal, acknowledgement or other document is rejected and will not apply unless expressly accepted in writing by an authorized EmbodyStack representative.

Performance, shipment or acceptance of payment does not constitute acceptance of conflicting customer terms.

Products and services will be supplied according to the specifications, revisions, tolerances, assumptions and exceptions identified in the accepted order documents.

Website information, preliminary drawings, samples and general catalog data do not modify an accepted order unless expressly incorporated.

The customer must report quantity, model and visible-condition discrepancies within ten business days after receipt.

Latent defects remain subject to the applicable limited warranty.

Acceptance criteria for services and custom work are governed by the applicable statement of work.

Changes to an approved requirement, drawing, interface, quantity, schedule or acceptance criterion require written approval.

A change may affect price, schedule, tooling, minimum order quantity, performance, validation and documentation.

Custom products, prototypes, customer-specific work, controlled engineering files and non-recurring engineering charges are non-cancellable and non-refundable except as expressly agreed in writing.

The customer remains responsible for work performed and costs incurred before an approved cancellation.

No return is permitted without prior written return authorization.

Custom products, used or installed products, controlled files and NRE are not eligible for convenience returns.

Any approved return of unused standard products may be subject to inspection, testing, repackaging, freight and inventory-restoration charges stated in the return authorization.

Products and services may not be used for weapons, nuclear critical functions, life-support systems, flight-critical control or autonomous targeting, selection or strike applications.

Other safety-critical applications require prior written approval.

A quotation or technical discussion does not constitute restricted-use approval.

The customer will comply with applicable export-control and sanctions laws and will provide accurate end-user, end-use, destination, consignee and transfer information.

EmbodyStack may suspend or cancel performance while compliance review is pending or where required to comply with applicable law.

Engineering files are subject to the EmbodyStack Engineering File Terms and the release status identified with the file.

A browser preview, derived mesh, prototype file or preliminary drawing is not a production-release document.

Except for the limited right to use a deliverable for the identified customer project, no intellectual-property right is transferred unless expressly stated in a signed agreement.

The customer may not publicly distribute, resell or use controlled files to develop a competing product.

This obligation does not apply to the extent a claim is finally determined to have resulted from EmbodyStack’s fraud, willful misconduct or liability that cannot lawfully be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBODYSTACK WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFIT, LOSS OF REVENUE, PRODUCTION DOWNTIME, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, SUBSTITUTE PRODUCTS, REMOVAL, REINSTALLATION, RETESTING, RECALL OR DOWNSTREAM SYSTEM COSTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBODYSTACK’S AGGREGATE LIABILITY ARISING FROM A PRODUCT, SERVICE, ORDER OR STATEMENT OF WORK WILL NOT EXCEED THE AMOUNT ACTUALLY PAID FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

Nothing excludes or limits liability that cannot lawfully be excluded or limited.

These Terms and each transaction are governed by the laws of the State of California, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties consent to the jurisdiction of state and federal courts located in California, subject to any different dispute-resolution provision expressly stated in an accepted written agreement.