APROE Terms & Conditions
Last Revision Date: July 11, 2021
These are Advanced Prototype Engineering’s (“APROE’s”) terms and conditions (“Ts&Cs”) for use of the “APROE Service Quote Engine”, which you may access at aproe.com (our “Website” or “Site”). In these Ts&Cs, when we use the phrase “APROE Service Quote Engine”, we mean the interactive online quote system owned and operated by Advanced Prototype Engineering, LLC, a California limited liability company (“APROE”). Whenever you access our Site in general, or the APROE Service Quote Engine in particular, you agree to be bound by these Ts&Cs. Please read these Ts&Cs very carefully, as they contain important information about our mutual rights and obligations. If you do not wish to agree with our Ts&Cs, it is your prerogative not to use the Site or Engine. Furthermore, APROE, at any time and its sole and absolute discretion, reserves the right to modify these Ts&Cs with or without notice to You or your consent, which such modifications shall be effective immediately upon posting. Your continued use of this Site and our Services following any modification of these Ts&Cs constitutes your acceptance of the modified Ts&Cs as of the earlier of the posting of a modification or the the revision date set forth above.
OUR CAPABILITIES; FILE TYPES:
For files submitted via email or through our “contact us” section of our website:
APROE offers a full array of Computer Aided Design (“CAD”) Services to facilitate and enhance Your water-jet cutting process experience. Once You present Us with a design idea, it needs to be in a format which can be “understood” by the software which is used to control the water-jet cutting process. If Your design idea is not already in one of the following formats, We may have to produce a new drawing for an additional charge to facilitate processing your request. For 3-axis cutting, acceptable formats include .dwg, .dxf, .pdf, .svg, .ai, or .eps. For 5-Axis cutting, your file must be a solid body in one of the following formats: .sat, .dwg, .prt, .x_t, .sldprt, .sldasm, .par, .model, .CATPart, .iges, .igs, .ipt, .iam, .stp, .step, .vda, or .stl. If Your file contains tolerances which are not standard, or tapped holes, please include this information in your email to Us requesting Service, or attach a standard engineering drawing in .pdf format.
For files submitted through our automated Service Quote Engine:
Files submitted through our Service Quote Engine must conform to specific requirements to be able to be processed automatically, which are more limited than our general file import capabilities. As per the File Guidelines section on our Website, our Service Quote Engine only accepts files in .dxf format and must comply with the other size and complexity constraints listed.
FOR PURPOSES OF THESE Ts&Cs, THE FOLLOWING TERMS HAVE THE DEFINITIONS ASCRIBED TO THEM:
“APROE”, “Us” or “We” means the seller of the Products and Services – Advanced Prototype Engineering LLC, a California limited liability company.
“APROE Service Quote Engine” or “Service Quote Engine”, means the online interface, through which you provide all necessary details surrounding the Product or Services You seek, in response to which the Engine produces a Quote for your consideration.
“Claim” means any claim you may have that: (a) there is a mistake with respect to the quality or quantity of the Product(s) and/or Services we have delivered or provided to you; (b) the Product(s) or Service(s) is/are not in conformity with your order, or Your instructions and specifications; or (c) the Product(s) is/are visibly damaged upon receipt. A Claim is not valid unless accompanied by reasonably sufficient proof.
“Customer,” “You,” or “Your” means the Person purchasing the parts and/or Services from APROE.
“Force Majeure” means any event beyond Our reasonable control, which causes a failure or delay in Our performance, including, but not limited to, fire, storms, power outages, equipment failure, labor issues (strikes, etc.), acts of God, demonstrations or riots, difficulty in obtaining materials, epidemics or pandemics, transportation, the acts or inaction of any governmental agency.
“Quote” means the amount estimated by APROE to be the total cost, including estimated taxes, but not shipping and handling, for providing You with the requested Products and/or Services, produced as a result of your interaction with the APROE Service Quote Engine.
“Payment Platform” means the Third-Party Service (with which We are not Affiliated) We use to process payments You make to Us for Products and Services You purchase.
“Party” means either You or APROE.
“Person” means an individual, corporation, partnership, limited liability company, limited partnership, and any other association, profit or nonprofit, and all individuals who hold themselves out to Us as possessing an ability to legally bind the Person to this Agreement.
“Product” means the tangible item produced for You as a result of our agreement to provide You with our Services.
“Third-Party Service” means Persons other than Us, which We use or pay to perform services related to our Site, facilitate Your payment to Us, to assist Us in analyzing how Our Site is used, to process data for us, or for other services not without Our expertise.
“Services” means the services provided by APROE to You, as requested by you through submission on aproe.com, including, but not limited to, waterjet cutting services, machining services, deburring, bending, threading, welding, and finishing.
“Site” or “Website” means aproe.com and all content appearing in associated landing pages.
“Taxes” means sales and/or use tax, value added tax, excise tax, and any other tax or duty arising from or relating to Your purchase of Products or Services from us imposed by any government or quasi-governmental authority, with the exception of taxes based on Our income or ownership of tangible personal property or real property used in Our trade or business.
TERMS AND CONDITIONS
- Offer and Acceptance. These Ts&Cs are no different than a written contract or agreement. The Quote produced by the APROE Service Quote Engine in response to Your provision of all necessary details about the Products or Services You have requested, represents our offer to you. Your response accepting the Quote (i.e., clicking “I Accept” in response to the quote email), or other expression of an assent to our Quote and offer, such as the issuance of a purchase order or other written expression, constitutes your acceptance of this offer, and creates a legally binding agreement between the Parties (our “Agreement”). Title and risk of loss pass to You when We place the Product(s) in the hands of the shipping agent or carrier. We reserve the right to refuse any order in Our sole and absolute discretion, for any reason, or no reason at all.
- Quotes. APROE will produce a Quote for Your Product(s) or Services based on a two-dimensional (“2D”) or three-dimensional (“3D”) computer aided design (“CAD”) model You provide Us. Any modifications, no matter how small, to the job request will necessitate the generation by us of a new, updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. APROE has an absolute right to correct clerical, typographical, or other errors in any Quote.
- Performance Time. We will use Our good faith efforts to give you an approximation of how long it will take Us to produce a Product or perform a Service (the “Production Time”), but there are no guarantees given. This is because the actual time for performance can be affected by so many variables, to include, but not necessarily limited to, the number of different parts (part count), our backlog of work, the complexity of the job, Our ability to acquire the appropriate materials or component. While We do try to deliver our Product(s) and Services to You within the time we have estimated, there is no guarantee our Production Time will be met.
- Pricing, Payment and Refund Policies.
- Quotes. We set forth in a Quote your price for the Product or Services you have requested through interaction with the APROE Services Quote Engine, or one of Our technicians, which will generally not include shipping, freight, special packaging or handling, and Taxes, unless set forth specifically in the Quote. Your final pricing includes the cost of shipping Taxes (based on the bill-to address and associated Tax rates), unless You present Us with a valid exemption certificate. If we rely on your position that You are exempt from such a Tax
- Payment. Payment must usually be made in advance of Us performing any work for you, by collecting payment through Our Payment Platform, which permits payment by Visa, MasterCard, Discover, or American Express. Usually, You are billed soon after you complete an order, and We may obtain pre-approval for an amount up to the amount of Your order. APROE may, but is not obligated, to accept other forms of prepayment by mutual agreement in writing. If You wish for Us to facilitate an alternative payment system – such as having Us submit invoices to You, or using a third-party payment facilitation service – We may consider this, but will pass any additional costs We incur onto you.
- Timely Payment, Fees, Taxes and Late Fees. It is Your obligation to ensure timely payment, and you are responsible for any additional costs, such as Taxes, late fees, which may accrue as a result of you not providing Us with a secure and reliable payment method.
- Late Payment. Any amount You owe Us which isn’t paid by its due date will begin to accrue interest at the rate of Twelve Percent (12%) per year, compounded monthly. And We may accept partial payment without any waiver or prejudice with our rights under this Agreement and applicable law. When payment is late, we reserve the right to immediately cease the performance of any Services, or to terminate our Agreement.
- Refunds. If We have begun processing Your order but it hasn’t yet entered production, partial refunds are possible. However, the refund will only pertain to that portion of the order which hasn’t been completed, and an administrative fee will be changed. If the order has entered production, no refunds will be given.
- Delivery Charges; Changes. After APROE accepts an order, You are solely responsible for any delivery delays or charges, in addition to pricing which may have been set forth in the Quote, due to any changes You request, which have been agreed to in writing by Us.
- Secondary Treatment. Where any of the Products or Services you order from Us require Us to obtain goods or services (such as, by way of example and not limitation, galvanizing or powder coating) from an outside party, Our Agreement shall automatically incorporate any terms and provisions relevant to Our acquisition of such goods and services on your behalf. You agree to bear the full cost of all goods and services obtained by APROE on your behalf which are reasonably necessary to complete your order.
- Claims. It is very important to bring Claims to Our attention promptly. Any Claim must be brought to our attention, in writing, within fourteen (14) days of delivery. If a purported Claim is not brought to Our attention within this fourteen (14) day window, the Product(s) or Services You have ordered shall be deemed to have been received and accepted, and in full compliance with Your instructions and specifications, and you will have waived your right to bring a Claim. If a Claim is brought to our attention within the fourteen (14) day window, Our only obligation is to replace any missing or damaged Product(s).
- Selection Choices; Tolerances. We are not guarantors of the selections you make in the ordering process. It is Your responsibility, not Ours, to ensure that the properties and performance of the material you select meet the requirements of your particular circumstance and needs. Tolerances of +/- 0.005inch (0.13mm) are within norms, and are generally attained; however, because of normal variances, it is always possible some dimensions or tolerances are not met. Furthermore, tolerance assumptions can sometimes be different depending upon the materials (e.g., steel v. bronze). For more information on variances, please see Our FAQs. We are not responsible for how mating or complementary parts fit together.
- Customer-Supplied Materials. Though under no obligation to do so, if We do agree to accept material from You to fulfill your order, You are solely responsible for: (a) getting the material to Us in timely fashion; (b) the payment of any and all costs and fees associated with delivery of the material to Us; (c) ensuring the material is of a sufficient quality and character (e.g., taking into account its flatness and uniformity) to successfully fulfill Your order; and (c) providing Us with an adequate amount (taking into account any loss or waste, for any reason), which We determine to be necessary, in our judgment, to fulfill Your order. If there is a delay in Our ability to timely deliver any Product or Service to you which is the result of Your own delay in delivering materials to Us, then you will be responsible for covering the cost of any increase in shipping or other delivery charges. If after delivering materials to Us there is a period of inactivity which exceeds forty (40) days, then we have the option, in our sole discretion, to either ship such materials back to you, with you being solely responsible for all costs involved in doing so, or destroy the materials.
- No Liability for Advice; Warranty. If We recommend any design modifications or provide any form of analysis of Your design, facilitate simulations or render any form of advice, We do so solely to assist You in meeting the requirements of Your own process. We assume no responsibility for the design of the Products which are the subject of this Agreement; rather, You retain sole legal responsibility for the design specifications and performance of the Products which are ordered through Us, and are solely responsible for ensuring the Products and Services you purchase from us are in full compliance with all applicable laws. We assume no responsibility or liability for the selection of any materials for the Products or Services that are the subject of this Agreement.
- No Liability for Information Provided. You will find certain areas of our site which set forth advice or provide information to assist design engineers and others, such as (without limitation) certain guides, charts and other information addressing things like material properties (e.g., resistance to corrosion, formability, machinability, and minimum yield strengths), dimensions, machine tool programming information, conversion charts, drill bit selection, callouts, and downloadable cad models (collectively, the “information”). Any and all such information is for comparison and illustrative purposes only, and should not be relied on by you. Such information represents our good faith judgment under the circumstances, but the information in no way constitutes our representation or warranty of the completeness or accuracy of the information, and you understand and agree that you use such information at your sole risk. All information is provided on an “as-is” basis and without warranty of any kind. This includes, but is not limited to, the actions you take based on the information, as we cannot guarantee that all conditions and space dimensions were accurately inputted or accounted for. To the maximum extent permitted by law, we expressly disclaim all warranties and conditions of any kind with respect to the information, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability and fitness for a particular purpose. Without limitation, we make no warranty that the information will meet your needs or requirements or that the information will be accurate, error-free or bug-free.
- Your Representations and Warranties. You represent and warrant to us the following: (a) Any designs submitted to Us, and the manufacture and delivery of Product(s) and Services to you based on such designs, will not produce a Product which in violation of any applicable laws; and (b) that no information furnished or to be furnished by You to Us is the subject of any confidentiality agreement or is prohibited from disclosure by any government or governmental agency.
- Term and Termination.
- Term. Unless earlier terminated as provided below, this Agreement continues until the Product(s) have been produced and delivered, and/or the Services have been fully performed, and You have paid all amounts you owe Us.
- Termination by You. You can terminate our Agreement in whole or in part, at any time, by giving written notice to Us at firstname.lastname@example.org, which will be effective upon receipt. If you do this, We will invoice you for any Products produced for you up through the receipt of your notice, any Services we have performed before receipt, and for any materials we may have purchased for You, which We are not able to reasonably return, include any costs associated with such return (such as restocking fees, etc.).
- Termination by Either Party.
- Breach. Either Party can terminate this Agreement if the other Party is in material breach of the Agreement. Where the breach is capable of being remedied, the termination becomes effective twenty (20) days after notice of the breach (setting forth in reasonable detail, the nature of the breach, and an indication of what it will take to remedy), to the extent not remedied with the twenty (20) day period.
- Financial Trouble. Either Party can also terminate this Agreement if the other Party (A) becomes insolvent; (B) becomes subject to any voluntary or involuntary bankruptcy proceeding; (C) makes an assignment for the benefit of creditors; (D) appoints or submits to the appointment of a receiver for all or any of its assets; ; or (E) enters into any type of voluntary or involuntary liquidation.
- No Prejudice. No termination of this Agreement shall prejudice or affect any right of action or remedy which shall have accrued or shall accrue to either Party and all provisions which are to survive this agreement or impliedly do so shall remain in force and in effect.
- Certain Intellectual Property Matters.
- Our Trademarks, Copyrights. Unless otherwise noted, the trademarks, logos, photography, audio-visual files, brand names and service marks used on this Website are owned by APROE. You may print copies of the content of this Website, provided that these copies are made only for internal use, and that any notices contained in any such content, such as all copyright notices, trademark legends, or other proprietary rights notices, are maintained. Other use of these marks or Website content, except as specifically permitted in these Terms or in a writing signed by APROE, is strictly prohibited. Elements of this Website are protected by trade dress, trademark, unfair competition and other state and federal laws and, except as expressly permitted herein, may not be copied or imitated in whole or in part by any means, including, but not limited to, the use of framing or mirrors. Users shall not store electronically any significant portion of this Website contained in any such content, such as all copyright notices, trademark legends, or other proprietary rights notices, are maintained. Other use of these marks or Website content, except as specifically permitted in these Terms or in a writing signed by APROE is strictly prohibited. Copyright in files, all intellectual property rights to text, illustrations, software files and other materials We provide to You are retained by Us.
- Your Copyrights. Copyright in files, all text, illustrations, software files and other materials provided by You to Us, and any deliverables, designs, or works of authorship in any form, including modifications or derivative works thereof, that may be created or produced for You during the course of Our performance of Services shall be and remain Your property, and all right, title and interest therein shall be held solely by You.
- LIMITATION OF LIABILITY. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF APROE, IT WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- DISCLAIMERS. APROE DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT APROE.COM WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND APROE DISCLAIMS ANY AND ALL LIABILITY RELATING THERETO. APROE MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING, BUT NOT NECESSARILY LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE ARE AWARE OF SUCH A PURPOSE) OR NON-INFRINGEMENT.
- Indemnification. You agree to defend, indemnify and hold harmless Us (and Our employees, members, managers, officers, 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 Your use of Our Products or Services, a breach of any provision of this Agreement, including but not limited to Your representations and warranties, or any third party claim for infringement of patent rights, trademark, copyrights or misuse of trade secret information.
- General. “Confidential Information” means any information that You might disclose to Us that is proprietary to You and not generally known to the public. We will not use any Confidential Information for any purpose except for the purposes of carrying out Our obligations to You under this Agreement. We 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 Your Confidential Information as We use with respect to our own confidential and proprietary information. Upon Your written request, We will destroy all documents containing or representing Confidential Information and all copies thereof, and erase any such Confidential Information from the Our computer systems except electronic copies that are electronically archived and not readily accessible, or needed for legal purposes.
- Exceptions. You agree that information is not to be regarded as Confidential Information and that We have no obligation with respect to any such information, where We can show that: (i) it was already known by Us and at Our disposal prior to its receipt from You; (ii) it was subsequently disclosed to Us lawfully by a third party who did not obtain it (whether directly or indirectly) either from You or under any obligation of confidence; (iii) it was in the public domain at the time of receipt by Us or had subsequently entered into the public domain other than by reason of the breach of the provisions of this Agreement or of any obligation of confidence; or (iv) it is disclosed by Us in compliance with a legal requirement of a government agency or otherwise where disclosure is required by the operation of law, on condition that We give You reasonable prior written notice of the proposed disclosure to allow You to intervene.
- Breach of Confidentiality. Each party shall promptly inform the other if it becomes aware of any breach of confidentiality by any person and shall give the other party all reasonable assistance in connection with any proceedings which may be instituted against such person.
- Material Shortage. If for whatever reason We have difficulty obtaining certain materials to be used in several customer’s orders, We may allocate materials among our different customers, in such a manner as we see fit, in our sole and absolute discretion. In such a case, We have no liability to You whatsoever for any delay or cancellation of your order.
- Notices. Any notice and other communication provided for in this Agreement shall be in writing and shall be first transmitted by facsimile or e-mail and then confirmed by prepaid registered mail or by a nationally recognized courier service, in the manner as elected by the party giving such notice, to the address last communicated to the party giving notice. A notice provided by email is deemed received twenty-four (24) hours after delivery, to the extent no bounce-back notice is received. Each party is entitled to rely on the last known email address of a recipient party, until a new email address is communicated to the party giving notice.
- Headings. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
- No Third-Party Beneficiaries. A Person who is not a party to this Agreement has no right to enforce any term of this Agreement.
- Waiver. The waiver of any breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Agreement.
- Severability. If a court or an arbitrator of competent jurisdiction holds any provision of the Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. Furthermore, the illegal, unenforceable, or invalid provision shall be deemed to be restated to reflect as nearly as possible the original intent of the parties in accordance with applicable law, and the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
- Attorneys’ Fees; Jurisdiction. In the event of any litigation between the parties arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and all costs of proceedings incurred in enforcing this Agreement. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles Any suit, action or other legal proceeding arising out of or relating to the subject matter or our Agreement shall be brought in federal or state courts located in San Francisco County. APROE and You each consent to the jurisdiction of each such courts in any suit, action or proceeding, and waive any objection which it 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.
- Force Majeure. We are not liable for any failure or delay in our performance if the failure or delay is due to a Force Majeure event.
- Entire Agreement. Our Agreement represents the entire agreement and understanding between You and APROE for the Products and/or Services provided by APROE, and supersedes any and all prior understandings, communications, agreements, or representations between us, if any, whether oral or in writing, by telephone, email or otherwise. This Agreement governs all orders APROE accepts from You based on the Quote provided to You. No other terms other than those which are expressly set forth in these Ts&Cs shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere.