Terms & Conditions of Sale

PLEASE READ THE FOLLOWING TERMS CAREFULLY, AS PURCHASING, LICENSING AND/OR USING RELATED PRODUCTS, SOFTWARE, OR SERVICES INDICATES YOUR AGREEMENT WITH, AND ACCEPTANCE OF, THESE TERMS.

THESE ARE THE CURRENT TERMS AND CONDITIONS OF SALE (“TERMS”) OF VOXTECH3D, INC. (A Nevada Corporation), WHICH APPLY TO ANY SALE OF PRODUCTS, MANUFACTURER'S LICENSING OF ACCOMPANYING SOFTWARE, AND/OR THE PROVISION OF SERVICES (THE “PRODUCTS”, “SOFTWARE” AND “SERVICES”, AS DEFINED BELOW). YOU, ON BEHALF OF YOURSELF AS AN INDIVIDUAL, YOUR EMPLOYER, OR ANOTHER ENTITY WHICH HAS NOT PREVIOUSLY ACCEPTED THESE TERMS (YOU AND SUCH ENTITIES, COLLECTIVELY, “CUSTOMER”), REPRESENT AND WARRANT THAT CUSTOMER HAS THE AUTHORITY TO ACCEPT AND HAS READ, UNDERSTOOD AND AGREED TO THESE TERMS. ANY DOWNLOAD, ACCEPTANCE OR USE BY CUSTOMER OF ANY PRODUCTS, SOFTWARE, AND/OR SERVICES SOLD BY VOXTECH3D, INC. SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN YOU MUST PROMPTLY RETURN THE PRODUCTS, DELETE OR RETURN LICENSED SOFTWARE, AND CEASE USING ANY RELATED SERVICES.

Important:VoxTech3D is not a manufacturer but acts as a reseller. Accordingly, these Terms may reference one or more manufacturer's terms and conditions depending on the items purchased.

1. Sale and Purchase; License

1.1. Products.

VoxTech3D agrees to sell to Customer, and Customer agrees to purchase, the system(s) (“System”), system parts (“Parts”), proprietary components such as resins and thermoplastics and/or other consumables (collectively, “Consumables”), and/or other ancillary products (collectively, the “Products”) and/or Services (as defined in Section 1.3 below) that are set forth in any purchase order or any other VoxTech3D-approved written purchase agreement tendered to VoxTech3D (each, a “Purchase Order”). All such sales shall be governed by these Terms, regardless of any conflicting or additional provisions contained in any Purchase Order or other Customer communication. No waiver or modification of these Terms shall be effective unless expressly signed by an executive officer of VoxTech3D. All other proposed modifications or waivers (whether whole or partial) are hereby rejected.

1.2. Software and Documentation.

Customer agrees to the manufacturer's terms and conditions related to software licensing.

1.3. Services.

Customer agrees to the manufacturer's service terms.

1.4. Restrictions on Use.

Customer agrees to comply with the manufacturer's conditions of use.

2. Specifications

Please be advised that the specifications for any Product may change prior to your order's acceptance and shipment; you will be notified of any changes upon order acceptance.

3. Delivery

VoxTech3D will make reasonable efforts to accommodate Customer’s requested delivery dates or related delivery requests. However, VoxTech3D does not warrant any quoted shipment or delivery dates or time frames and may fulfill orders by partial and incremental shipments, at its sole discretion. Customer acknowledges and agrees that all costs and obligations associated with the shipment and delivery of Products shall be borne solely by Customer. Any insurance required shall be the sole responsibility and expense of Customer. In no event shall VoxTech3D be liable for any direct or indirect damage or loss incurred by Customer as a result of any delivery failure or delay. Customer must notify VoxTech3D in writing within ten (10) calendar days following delivery of any alleged Product defect or Purchase Order discrepancy. In the absence of such notice, the Products and licensed Software shall be deemed accepted in the quantity specified on the bill of lading or commercial invoice and in good condition, and such acceptance will serve as a bar to any claims against VoxTech3D.

4. Transfer of Risk and Title

Shipments by VoxTech3D are made FOB Origin. Title, ownership, and risk of loss pass to Customer at the time the Product is shipped.

5. Payment and Taxes

5.1. Cancellation Rights and Procedures.

Customer may cancel or modify a pending Purchase Order only by providing written notice to VoxTech3D within three (3) business days after the Purchase Order has been submitted. After that period, no cancellation or change shall be permitted without the prior written consent of VoxTech3D.

5.2. Payments and Credit.

Customer shall pay for the Products, Software, and/or Services in the time frames specified in the Purchase Order and is not entitled to suspend payments, set off, or otherwise deduct from any amounts invoiced by VoxTech3D. No right to purchase on credit is granted by these Terms. Any extension, modification, or withdrawal of credit terms is at VoxTech3D’s sole discretion. Unless otherwise agreed in the Purchase Order, all payments are due in U.S. dollars.

5.3. Remedies.

In the event of a default by Customer in the payment of any invoiced sum, without limiting any other rights or remedies of VoxTech3D:

5.4. Taxes.

All prices are exclusive of all applicable sales, use, and other taxes or duties on the sale, purchase, or license of the Products, Software, and/or Services, except for taxes imposed upon VoxTech3D’s net income. Customer shall pay all such taxes or duties.

6. Export Control

Customer acknowledges that the Product(s) may be subject to U.S. and international export control laws and other regulations. If VoxTech3D ships a Product outside the United States, the Product may be subject to impoundment or confiscation by customs or other authorities. Customer is responsible for complying with all applicable export control laws and regulations. Customer represents that it will not import, export, re-export, or transfer (directly or indirectly) any Product without proper authorization from the appropriate government agencies. In particular, Customer agrees not to export or re-export any Product (a) into any U.S.-embargoed country or (b) to any person or entity on any U.S. government prohibited list. Customer further agrees not to use the Product for any purposes prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

The software and related documentation included with the Product (“Software”) are “Commercial Items,” as defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as defined in 48 C.F.R. §§12.212 and/or 227.7202. Accordingly, such Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights granted to all other end users pursuant to these Terms. All unpublished rights are reserved under U.S. copyright laws.

VoxTech3D shall not be liable for (i) the actions of any governmental authorities, including customs, or (ii) Customer’s responsibility to comply with any export regulations. Customer agrees to indemnify and hold VoxTech3D harmless from any claims, damages, or liability arising from Customer’s breach of these export control provisions.

7. Use of the Product; VoxTech3D Service

Customer represents that the Product is for its own use and not purchased for resale. Use of the Product may be subject to local laws, regulations, and ordinances, including those related to air quality, noise control, health and safety, and other applicable municipal, state, federal, or international laws. Customer is solely responsible for ensuring compliance with all applicable laws. VoxTech3D may provide information about the Product to assist Customer, but shall not be liable for any errors in such information or for any decision made by Customer regarding the Product. Customer warrants that it will only use the Product in accordance with all applicable laws. VoxTech3D reserves the right to terminate after-market support if it discovers or reasonably believes that Customer is using the Product in violation of applicable laws.

Nothing in these Terms constitutes legal advice. Customer should consult with a legal professional to ensure that its intended use of the Product complies with all applicable laws and regulations. If Customer rescinds its offer prior to VoxTech3D’s acceptance, any payment made shall be fully refunded. Customer must use the Product strictly in accordance with the accompanying documentation.

8. Intellectual Property/Software License

The manufacturer and its licensors own all intellectual property rights in the Product, including all components, Software, and other aspects. If VoxTech3D accepts Customer’s order for a Product, Customer acquires no rights or interests in the manufacturer’s intellectual property. Customer’s use of the Product is subject to the manufacturer’s Software License Agreement, which must be reviewed and accepted separately. All rights not expressly granted in these Terms or any additional license terms are reserved by the manufacturer.

9. Limited Warranty and Disclaimer

The manufacturer’s Limited Warranty for the Product is described on the manufacturer’s website. By completing the steps to place an order, Customer acknowledges that it has reviewed and accepted the manufacturer’s Limited Warranty. If Customer does not agree with the limited warranty, Customer should not complete the order.

EXCEPT AS EXPRESSLY PROVIDED BY THE MANUFACTURER IN THE LIMITED WARRANTY AT THE TIME OF ORDER ACCEPTANCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY GUARANTEES OF ANY KIND. VOXTECH3D DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VOXTECH3D DOES NOT WARRANT THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT ANY ERRORS OR HARMFUL COMPONENTS WILL BE CORRECTED. TO THE EXTENT PERMITTED BY LAW, CUSTOMER ASSUMES ALL RISK OF DAMAGE ARISING FROM ITS USE OF THE PRODUCT. VOXTECH3D DISCLAIMS ANY RESPONSIBILITY FOR the suitability of Customer’s premises (including the availability of utilities such as power or water) or any other environmental factors where the Product is located.

Upon request—and as may accompany the Product at shipment—VoxTech3D will provide a list of Product Certifications regarding mechanical, electrical, and safety aspects (e.g., UL certification, CE compliance). TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOXTECH3D DISCLAIMS ANY AND ALL LIABILITY FOR COMPLIANCE WITH ANY FEDERAL, STATE, OR LOCAL LAWS, CODES, OR ORDINANCES REGARDING MECHANICAL, ELECTRICAL, SAFETY, PRODUCT TESTING, AND CERTIFICATION, FOR WHICH CUSTOMER IS SOLELY RESPONSIBLE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VOXTECH3D BE LIABLE FOR PERSONAL INJURY OR FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR CUSTOMER’S USE OR INABILITY TO USE ANY PRODUCT, REGARDLESS OF THE CAUSE OR THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE), EVEN IF VOXTECH3D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED. CUSTOMER AGREES THAT IF ANY LEGAL ACTION IS COMMENCED UNDER THESE TERMS, THE AGGREGATE LIABILITY OF VOXTECH3D, ITS AFFILIATES, AND SUPPLIERS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR CUSTOMER’S USE OR INABILITY TO USE THE PRODUCT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO VOXTECH3D FOR THAT PRODUCT (EXCEPT WHERE PROHIBITED BY LAW). EACH PROVISION LIMITING LIABILITY, DISCLAIMING WARRANTIES, OR EXCLUDING DAMAGES IS A CRUCIAL ALLOCATION OF RISK BETWEEN THE PARTIES.

11. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada without regard to its conflict of laws principles. In the event legal action is commenced by either party, the validity, construction, and performance of this Agreement—and the legal relations between the parties—shall be governed by Nevada law, and the venue for any legal action shall be in Clark County, Nevada. (Except as provided in Section 5.3, each party shall bear its own attorney’s fees in any legal action.)

12. Severability

If any provision of this Agreement is held unenforceable or contrary to law, it will be modified to the minimum extent necessary to be enforceable. If no such modification is possible, the offending provision will be severed from this Agreement, and the remaining provisions will continue in full force and effect.

13. Relation of the Parties

Nothing in this Agreement creates or implies an agency, partnership, joint venture, or other similar relationship between the parties.

14. Copyrights

The Product and Software are owned by the respective manufacturers and are protected by U.S. copyright laws and international treaty provisions. Customer may not remove or alter any copyright notices on the Software or any accompanying written materials.

15. Trade Secrecy and Intellectual Property Restrictions

The Product, and particularly the Software, contains confidential trade secret information of the manufacturer. Customer shall not use the Product or any element thereof as a model or instructional aid to reverse engineer the Product or any of its components. If Customer, or any person acting on its behalf, is affiliated with an entity that manufactures similar equipment (other than VoxTech3D), then under no circumstances may Customer or that entity use the Product for any such purpose. The manufacturer’s name and its product names are protected trademarks. Unauthorized use of these trademarks is prohibited. All materials—including text, manuals, designs, logos, graphics, icons, images, and the selection and arrangement thereof—are the intellectual property of the manufacturer, except as otherwise provided. Use of any trademarks or copyrighted materials without the manufacturer’s prior written consent is strictly prohibited.

16. Force Majeure

If VoxTech3D accepts Customer’s order for a Product, VoxTech3D shall not be liable for any delay or failure to perform due to events beyond its reasonable control (including but not limited to acts of God, terrorism, war, civil unrest, governmental actions, earthquakes, floods, or other natural or man-made events).

17. Modification of These Terms

VoxTech3D reserves the right to change these Terms on a going-forward basis at any time. VoxTech3D will notify Customer of any such changes. Customer is encouraged to periodically review these Terms. If a change materially modifies Customer’s rights or obligations, Customer must timely accept the modified Terms; otherwise, Customer’s order may be cancelled and any amounts paid refunded in accordance with Section 5.1. Material modifications become effective upon Customer’s acceptance; immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

18. Entire Agreement

These Terms, together with the manufacturer’s Limited Warranty, the manufacturer’s Software License, and any other agreements expressly incorporated by reference, constitute the entire agreement between Customer and VoxTech3D regarding the purchase of the Product and related matters. These Terms may only be amended by a written agreement signed by authorized representatives of both parties. In the event of any conflict between these Terms and any other documents (such as a purchase order or invoice), these Terms shall prevail. Any additional or conflicting provisions in Customer’s communications are null and void unless agreed to in writing by both parties. Section headers are provided for convenience only and do not affect the interpretation of any provision. Provisions that by their nature should survive termination shall continue in effect after termination of this Agreement.

19. Assignment

Customer may not assign or transfer this Agreement to any third party without VoxTech3D’s prior written consent. Notwithstanding the foregoing, VoxTech3D’s consent is not required for (a) any transfer of equity interests; or (b) any assignment to:

  1. An affiliated entity under common control with Customer.
  2. The surviving entity resulting from a merger or consolidation involving Customer.
  3. The acquirer of substantially all of Customer’s assets; or
  4. The acquirer of the operating division of Customer utilizing the Product.

Any purported assignment by Customer that does not comply with this Section shall be null and void. VoxTech3D may assign these Terms at any time without notice or consent, provided the assignee accepts all of the Terms in full.

20. Waiver

The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. All waivers must be in writing and signed by the party waiving its rights.

21. Contact Information

VoxTech3D, Inc.
12495 Point Sierra St. Las Vegas, NV 89138
Email: paul@voxtech3d.com