SolidForm Terms and Conditions of Sale

These Terms and Conditions of Sale, together with SolidForm's Privacy Policy, establish the rights, obligations, and remedies of SolidForm ("Seller") and the buyer ("Buyer"). They form the entire agreement between Seller and Buyer and govern all sales transactions between Seller and Buyer, unless otherwise specifically agreed to in writing by both parties.

All prior oral or written agreements — including any terms in Buyer's purchase order that are different from or in addition to these Terms — are not binding on Seller unless expressly accepted in writing by Seller's duly authorized representative.

Acceptance of Terms. By subscribing to or using any of our products or services, or by placing an order with SolidForm, Buyer agrees to these Terms and Conditions. SolidForm reserves the right to update these Terms and Conditions without prior notice.

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1. Shipping and Delivery

Orders ship F.O.B. Seller's facility. Shipping method is at Seller's discretion unless Buyer provides specific instructions. Risk of loss transfers to Buyer upon tender of Products. Buyer must file claims for loss, damage, or delay with the carrier. Additional packaging or handling costs requested by Buyer will be added to the order total. Buyer bears all costs if shipment is delayed due to Buyer's actions. Seller will make good faith efforts to meet delivery schedules, but dates are estimates only. Seller is not liable for delays due to force majeure events.

2. Pricing and Taxes

All prices are subject to change unless otherwise noted on Seller's applicable quotation. Buyer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties, and other charges are in addition to quoted prices. The amount of any sales, excise, or other taxes, if any, applicable to the Products shall be added to the purchase price and paid by Buyer, unless Buyer provides Seller with a valid tax exemption certificate.

3. Orders and Payment

Buyer shall pay for Products in advance or Net 10 days from the date of Seller's invoice. In the event of late payment, Seller is entitled to treat Buyer's entire account(s) as immediately due and payable without notice or demand. Past-due amounts are subject to a service charge accruing at a rate of up to 12% per month, and Buyer shall reimburse SolidForm for costs of collection, including court fees, out-of-pocket expenses, and attorneys' fees.

Buyer may not retain or hold back payment, and Buyer's payment obligations are not contingent on any event other than Seller's performance. Buyer's receipt of payment or funds from any third party does not relieve Buyer's obligations to pay Seller. Buyer is not entitled to set off any amounts due to Seller in connection with any transaction governed by these Terms. Buyer's credit application to Seller is incorporated by reference.

4. Inspection and Acceptance

Buyer shall examine all Products upon receipt and prior to installation. All claims for damage, shortage, and errors in shipment or improper delivery must be made to Seller in writing within two (2) business days of delivery, after which Buyer is deemed to have accepted the Products and waives any right to reject them. Claims for billing errors or adjustments must be made in writing within ten (10) business days of the invoice date. Claims not received in writing within these periods are waived by Buyer.

5. Returns and Cancellations

Buyer may not cancel or modify an order without Seller's written consent. Custom and "Made to Order" Products are non-cancellable, non-returnable, and non-refundable.

Standard Products may be eligible for return with prior written approval requested within 7 days of purchase, pending inspection. Buyer agrees to reimburse Seller for any applicable restocking or cancellation fees. To qualify for return, Products must:

1. Be in new, resalable condition, in undamaged original packaging, with all original parts; and
2. Not have been used, installed, modified, rebuilt, reconditioned, altered, or damaged.

All returns are subject to an applicable cancellation or restocking fee unless otherwise agreed to by Seller.

6. Warranty

Private Label Products. Unless otherwise specified in the product specifications, Seller warrants title to the Products and that, for twelve (12) months after delivery, Seller's Private Label Products will conform to their specifications and be free from defects in material or workmanship. Buyer's sole and exclusive remedy for non-conformity is repair or replacement at Seller's expense, or refund of the purchase price for non-conforming Products returned during the warranty period.

All Other Products. Seller warrants only title to the Products. All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any manufacturer warranties and will assist Buyer in obtaining repair, replacement, or other applicable remedy for a breach of warranty made known to Seller during the warranty period.

Services. Seller warrants that all services will be performed in a professional and workmanlike manner by qualified personnel.

7. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, LIQUIDATED, OR INDIRECT DAMAGES — INCLUDING LOSS OF PROFIT, REVENUES, CAPITAL, BUSINESS OPPORTUNITY, OR DOWNTIME COSTS — ARISING OUT OF THE SALE OF PRODUCTS AND/OR SERVICES TO BUYER. This limitation applies regardless of whether the claimed damages arise from breach of contract, breach of warranty, tort, strict liability, or any other legal theory.

8. Severability

These Terms will be construed as if prepared jointly by both parties, and any ambiguity will not be interpreted against either party. If any provision is held unenforceable, it will be given effect in reduced form as decided by a court of competent jurisdiction; if any provision is declared invalid, it will be severed without affecting the remaining provisions.

9. Non-Waiver

Seller's failure to insist on strict performance of any Term does not waive Seller's rights or its right to insist on strict performance in the future. No waiver is valid unless in writing and signed by a duly authorized representative of Seller.

10. Dispute Resolution

Any claim or controversy arising out of or relating to this agreement shall be settled finally and exclusively before a single arbitrator in Indianapolis, Indiana, under Indiana's Uniform Arbitration Act, IC 34-57-2, the Federal Arbitration Act (9 U.S.C. §§ 1–16), and the auspices of the American Arbitration Association. All costs and expenses of arbitration, including attorneys' fees, shall be allocated among the parties at the arbitrator's discretion.

Proceeding to arbitration and obtaining an award is a condition precedent to bringing or maintaining any action in court with respect to a dispute under this agreement, except for a civil action to maintain the status quo during the pendency of arbitration. Any court action shall be filed and maintained only in a state or federal court sitting in the State of Indiana.

Liens. To the extent payment is received by Seller without retention, Seller warrants there are no liens on the furnished work or Products. Seller will execute mutually agreed, appropriate lien waivers on Buyer's request, but has no obligation to provide lien waivers or releases from its suppliers or subcontractors. Any lien waiver is conditioned on full payment to Seller. Seller does not relinquish any statutory lien or bond rights except to the extent payment is actually received without retention. Any provision in a lien waiver that waives rights beyond payment is null and void.

Governing Law. For Products or services delivered within the U.S., disputes are governed by the laws of the jurisdiction where the Products are delivered or services performed, excluding conflict-of-laws rules. For Products or services delivered outside the U.S., disputes are governed by the laws of Indiana, excluding conflict-of-laws rules. Legal action shall be brought in the relevant state or federal court in such jurisdiction.

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11. Access and Account

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, and that you consent to any minor dependents using the Services on devices you own, purchase, or manage.

To use the Services — including browsing our online store or purchasing products — you may be asked to provide information such as your email address, billing, payment, and shipping information. You represent that all information you provide is correct, current, and complete, and that you have all rights necessary to provide it.

You are solely responsible for maintaining the security of your account credentials and for all account activity. You may not transfer, sell, assign, or license your account to any other person.

12. Intellectual Property

Our Services — including trademarks, brands, text, displays, images, graphics, product reviews, video, audio, and their design, selection, and arrangement — are owned by SolidForm, its affiliates, or licensors, and are protected by U.S. and foreign patent, copyright, and other intellectual property laws.

These Terms permit use of the Services for personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display or perform, republish, download, store, or transmit any material on the Services without our prior written consent. Nothing in these Terms grants any license or right under any patent, trademark, copyright, or other intellectual property of SolidForm, Shopify, or any third party, except as expressly provided. All rights not expressly granted are reserved by SolidForm.

SolidForm's names, logos, product and service names, designs, and slogans are trademarks of SolidForm, its affiliates, or licensors, and may not be used without prior written permission. Shopify's name, logo, and related marks are trademarks of Shopify. All other names, logos, and marks on the Services belong to their respective owners.

13. Optional Tools

You may be given access to third-party tools as part of the Services, which we neither monitor nor control. We provide access to such tools "as is" and "as available," without warranties of any kind and without endorsement. We have no liability arising from your use of optional third-party tools. Use of these tools is entirely at your own risk, and you should review the relevant third party's terms before use.

We may in the future offer new features through the Services, including new tools and resources. Such features are deemed part of the Services and subject to these Terms.

14. Third-Party Links

The Services may contain materials and hyperlinks to third-party websites, including embedded third-party functionality. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or sites. If you access third-party sites, you do so at your own risk. We are not liable for any harm related to your access to, or purchases from, third-party websites. Direct complaints regarding third-party products or services to the third party.

15. Relationship with Shopify

SolidForm is powered by Shopify, which enables us to provide the Services. Sales and purchases made in our store are made directly with SolidForm. Shopify is not responsible for any aspect of sales between you and SolidForm, including any injury, damage, or loss resulting from purchased products or services. You release Shopify and its affiliates from all claims, damages, and liabilities arising from your transactions with SolidForm.

16. Feedback

If you submit ideas, suggestions, feedback, reviews, proposals, plans, or other content ("Feedback"), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute, and display such Feedback for any purpose, including commercial use.

You represent that: (i) you own or have all necessary rights to the Feedback; (ii) you have disclosed any compensation received in connection with submitting it; and (iii) your Feedback complies with these Terms. We are under no obligation to keep Feedback confidential, compensate you for it, or respond to it. We may, but are not obligated to, monitor, edit, or remove Feedback we determine to be unlawful, offensive, threatening, defamatory, obscene, or otherwise objectionable, or that violates any party's rights or these Terms.

You agree your Feedback will not violate any third party's rights, including copyright, trademark, or privacy rights, and will not contain unlawful, abusive, or obscene content, or malware. You may not use a false email address or otherwise misrepresent the origin of any Feedback. You are solely responsible for your Feedback and its accuracy.

17. Errors, Inaccuracies, and Omissions

The Services may occasionally contain typographical errors, inaccuracies, or omissions relating to product descriptions, pricing, promotions, offers, shipping charges, transit times, and availability. We reserve the right to correct errors and to change, update, or cancel orders if information is inaccurate, without prior notice, including after an order has been submitted.

18. Prohibited Uses

You may use the Services for lawful purposes only. You may not use the Services to: (a) pursue an unlawful or malicious purpose; (b) violate any applicable law or regulation; (c) infringe our intellectual property rights or those of others; (d) harass, abuse, defame, or harm our employees or any other person; (e) transmit false or misleading information; (f) send or receive material that does not comply with these Terms; (g) send unsolicited advertising or spam; (h) impersonate any person or entity; or (i) engage in conduct that restricts or inhibits others' use of the Services or that we determine may harm SolidForm, Shopify, or other users.

You also agree not to: (a) upload viruses or other malicious code; (b) reproduce, duplicate, copy, extract, sell, resell, or exploit any portion of the Services; (c) collect or track others' personal information; (d) spam, phish, pharm, or pretext the Services; (e) use bots, scrapers, data-extraction tools, or automated/AI tools (including agentic AI) to access the Services, except as permitted under the Agents section below; or (f) interfere with, bypass, or circumvent our security, authorization, or robot-exclusion measures. We reserve the right to suspend, disable, or terminate your account at any time, without notice, for any violation of these Terms.

19. Agents (Automated / AI Access)

19.1 This section ("Agent Terms") applies whenever you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with the Services. An "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, a person or entity, and that can operate on that person's behalf without direct supervision.

19.2 No Agent may access, use, or interact with the Services unless it identifies itself and operates in strict accordance with Section 19.4. No Agent may access, use, or interact with the Services if we have requested that it refrain from doing so.

19.3 We may limit, including by technical measures, whether and how any Agent accesses, uses, or interacts with the Services.

19.4 Agents must:

• Identify themselves in all HTTP/HTTPS requests by including Agent/[agent name] in the request's user-agent string;
• Not conceal or obfuscate that access, use, or interaction is coming from an Agent — including by mimicking human interaction patterns or completing/circumventing CAPTCHAs or similar measures;
• Respond truthfully to any question or prompt seeking to determine whether interaction is coming from a human or a computer; and
• Not circumvent or otherwise avoid any measure intended to block, limit, modify, or control Agent access to the Services.

20. Termination

We may terminate this agreement or your access to the Services, in whole or in part, at our sole discretion at any time without notice. You remain liable for all amounts due through the date of termination.

The following sections survive termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver, Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provision that by its nature should survive.

21. Indemnification

You agree to indemnify, defend, and hold harmless SolidForm, Shopify, and our respective affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities, or claims — including reasonable attorneys' fees — arising from: (1) your breach of these Terms or documents incorporated by reference; (2) your violation of any law or third party's rights; or (3) your access to and use of the Services.

We will notify you of any indemnifiable claim, though a delayed notice will not relieve your obligations unless you are materially prejudiced. We may control the defense and settlement of such claims at your expense, including choice of counsel, but will not settle any claim requiring non-monetary obligations from you without your consent (not to be unreasonably withheld). You will cooperate in the defense of indemnified claims, including by providing relevant documents.

22. Waiver; Entire Agreement

Our failure to exercise or enforce any right or provision of these Terms does not waive that right or provision. These Terms, together with any policies or operating rules we post, constitute the entire agreement between you and us, superseding any prior or contemporaneous agreements, communications, or proposals — oral or written — including prior versions of these Terms. Ambiguities will not be construed against the drafting party.

23. Assignment

You may not delegate, transfer, or assign this agreement or your rights or obligations under these Terms without our prior written consent; any such attempt is null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent or notice.

24. Headings

Headings are included for convenience only and do not limit or affect these Terms.

25. Contact Information

Questions about these Terms should be sent to support@solidformdesigns.com.