Terms of Sale and Subscription

MACHININGCLOUD, INC.
TERMS OF SALE AND SUBSCRIPTION

Effective July 6^th, 2022

These Terms of Sale and Subscription (these “Terms”) are entered into between MachiningCloud, Inc. (“Seller,” “we,” “us,” “our”) and the person or entity that is purchasing goods from Seller (“Buyer,” “you,” “your”). Buyer agrees that these terms are applicable to the transactions between Buyer and Seller and agrees to contract with Seller pursuant to these terms.

ACCEPTANCE OF TERMS OF SALE

All orders are subject to acceptance and availability. No conditions stated by Buyer in its offer or acceptance shall be binding on Seller if in conflict with, inconsistent with, or in addition to, these Terms. Credit is conditional upon determination by Seller each time an order is received, and Seller has no obligation to extend credit to Buyer unless otherwise agreed in writing by Seller. In any event, Seller does not and will not extend, offer or make available any financing or credit for purchases of tools on or through our website. By use of our website you agree to our Terms of Use and Privacy Policy. You certify, represent, and warrant that all purchases made by employees/agents of your organization utilizing your account number are authorized purchases of your organization. You acknowledge and agree that it is your responsibility to verify and maintain the protection, security, and distribution of your account number, usernames, and passwords associated with purchasing from Seller. Furthermore, you expressly agree that all liability relating to password management resides with you and your organization and that under no circumstances, including negligence or misconduct, shall “Seller” be liable for any damages that result from the use of our website. You acknowledge that your purchasing rights and privileges may be modified at any time. Orders are accepted on the basis of the Terms in effect at the time the order is received and approved by the Seller. Acceptance of any products delivered hereunder by Seller or any of its affiliates or assignees shall constitute Buyer’s agreement to these Terms.

PAYMENT

If you choose to purchase goods form us, you will be required to provide a current, valid, accepted method of payment (“Payment Method”) and you agree that we may charge your Payment Method. We use authorized third parties for the purpose of processing you transaction, credit card authorizations, and shipping. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Seller the right of store and process your information with such third parties. You agree that Seller will not be responsible for any failures of such third parties to adequately protect your information.

PRODUCT AVAILABILITY AND BACKORDERS

We cannot guarantee the availability of a particular product at any particular time, and we reserve the right to change and/or cancel our merchandise offerings, without notice, at any time.

If merchandise is not in stock, it will be placed on backorder for 90 days. Unless we have customer authorization to hold merchandise on backorder longer than 90 days, it will automatically be cancelled, and you will be notified.

CLAIMS

All claims MUST be made within 5 days of receipt. To expedite service please refer to our shipper or invoice number. Damages incurred in commercial shipments must be claimed through the common carrier.

DAMAGED, LOST OR SHORT SHIPMENTS

UPS: Notify your local UPS office immediately. Advise us so we can reship the merchandise and place a claim. Keep damaged goods and containers for UPS inspection.
Truck Shipments: Shippers are not responsible for merchandise damaged or lost by motor freight carriers. If your shipment is damaged or short, have it noted by the carrier on the delivery receipt. Without this proper notation, you accept it at your own risk.

DELIVERY AND FREIGHT

USA Shipments: Unless otherwise stated, Buyer will be responsible for any freight cost associated with the delivery of product to its destination and will be pre-paid and added to Buyer’s invoice. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Buyer. All shipments will be F.O.B our Warehouse, the Factory (as noted in the catalog), or the vendor for items that are drop shipped. All truck shipments will ship via YRC pre-paid and will be added to Buyer’s invoice unless otherwise specified at time of order. Shipment and delivery dates are estimates only, and are not guaranteed.

SUBSCRIPTIONS

Some parts or features of our website are available only with a paid subscription (a “Subscription Plan”). If you purchase a Subscription Plan, you will be charged the subscription fee, plus any applicable taxes and other charges (“Subscription Fee”) at the beginning of your Subscription Plan and each Subscription Plan period (i.e., annually) thereafter.

To enroll in a Subscription Plan, you must provide a Payment Method. You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment. You remain responsible for any uncollected amounts. Seller uses authorized third parties for the purpose of processing your transactions. By submitting Payment Method details to us or third-party processors, you grant (or otherwise authorize) Seller the right to store and process your information with such third parties. You agree that Seller will not be responsible for any failures of such third parties to adequately protect your information. If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend the Subscription Plan until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.

You Subscription Plan will renew automatically at the end of the applicable subscription period (e.g., i.e., at the end of the then-current year) until you cancel. Renewal rates are subject to change, but you will be notified of any change in your rate and be provided with the option to cancel in accordance with these Terms.

WHEN YOU ENROLL IN A SUBSCRIPTION PLAN, WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE WRITTEN NOTICE THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT TO TERMINATE YOUR AUTHORIZATION OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION PLAN.

You may cancel your Subscription Plan at any time. To cancel, send an email to cancelations@MachiningCloud.com. Your cancelation email must be sent to cancelations@MachiningCloud.com at least 30 days before the end of the then-current billing cycle in order to avoid incurring further charges. Payments for Subscription Fees are nonrefundable and there are no refunds or credits for partially used Subscription Plan periods. Following any cancellation, however, you will continue to have access to the subscription portions of the website through the end of your current billing period.

At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our Subscription Plan users. The amount and form of such refunds, discounts, or other consideration, and the decision to provide them, are at our sole discretion. The provision of refunds, discounts, or other consideration in one instance does not entitle you to refunds, discounts, or other consideration in the future for similar instances, nor does it obligate us to provide refunds, discounts, or other consideration in the future, under any circumstance.

Seller may, in its sole discretion, offer a Subscription Plan with a free trial for a limited period of time (the “Free Trial Period”). To enroll in a Subscription Plan with a Free Trial Period, you may be required to provide a Payment Method. If you decide that you do not want to become a paying user of the Subscription Plan, you have to terminate your Subscription Plan by the end of the Free Trial Period or your Payment Method will be charged the Subscription Fee.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED, OF PERFORMANCE, MERCHANTABILITY, WORKMANSHIP, FITNESS, QUALITY, DURABILITY, NON-INFRINGEMENT, OR SUITABILITY OF THE MERCHANDISE IN ANY RESPECT INCLUDING ITS FITNESS FOR ANY PARTICULAR PURPOSE AND USES OF THE BUYER. THE ONLY WARRANTIES APPLYING TO MATERIALS SOLD, IF ANY, ARE THOSE SPECIFICALLY PROVIDED BY THE MANUFACTURER. SELLER FURTHER MAKES NO EXPRESS WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY CHANGES, ALTERATIONS OR MODIFICATIONS MADE IN MATERIALS AT THE REQUEST OR INSTRUCTION OF THE BUYER.

INDEMNITY

Buyer agrees to indemnify and hold harmless Seller, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns (the “Indemnified Parties”) from and against any claims, causes of action, damages, liabilities, judgments, awards, losses, costs or expenses (including attorney’s fees) arising out of or relating to (a) construction, purchase, delivery, installation, ownership, damage, leasing, sale, or return of the merchandise; (b) its use, maintenance, repair, modification, operation, or condition thereof, whether or not any claimed defects in such merchandise are latent or are discoverable; and (c) Buyer’s violation of any law, rule, or regulation or the right so any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties. The obligations of Buyer herein contained shall survive the expiration of the Agreement.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEOR OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE OF THE PRODUCTS, OR LOSS OF GOOD WILL, EVEN IF WE HAVE BEEN ADVISIED OF THE POSSIBLITY OF SUCH DAMAGES; NOR SHALL SELLER BE LIABLE FOR ANY DAMAGES CUASED BY DELAY IN DELIVERY, INSTALLATION, OR FURNISHING OF THE MERCHANDISE OR SERVICES BY ANY MANUFACTURER OF THE MERCHANDISE OR OTHERWISE.

IN THE EVENT THE FOREOGING EXCLUSION OF LIABILITY IS DETERMINED, IN WHOLE OR IN PART, TO BE INVALID OR UNENFORCEABLE, SELLER’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID FOR THE SPECIFIC GOODS RELATED TO THE CLAIM AGAINST SELLER.

NOTICE TO SUBSEQUENT PURCHASER OR REPACKER

For imported articles, the requirements of 19 U.S.C. 1304 and 19 CFR part 134 provide that the articles or their containers must be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the article or container will permit, to indicate to an ultimate purchaser in the United States the English name of the country of origin of the article.

OSHA

Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances are available by contacting info@machiningcloud.com. MSDS information can also be found within any product information page on our website. Any product that has an MSDS sheet will have a link to its individual sheet for download. The information and recommendations contained on the MSDS supplied by the manufacturer is considered to be accurate and reliable. Seller, however, makes no warranty with respect to the accuracy or reliability of the information or the suitability of the recommendations. Seller disclaims any and all liability to any user thereof.

PRICES

USA: All prices are in US dollars. Prices on our website are exclusive of taxes and shipping charges.

QUOTATIONS

Quotations are valid for 30 days.

RESPONSIBILITY

All technical data has been supplied by the manufacturer and is listed only as a convenience. All specifications are subject to change without notice. Photos shown in any of our advertising material, catalog and website are general representations of the various items and may include optional equipment. We do not warrant or represent that the merchandise complies with the provisions of any law, particularly including the Walsh-Healy Public Contracts Act and the Occupational Safety and Health Act of 1970, and regulations promulgated thereunder, unless the manufacturer so warrants.

RETURNS

Unless we have erred, returns must be prepaid. No merchandise will be accepted for return which is special ordered, or which has been held for over 30 days. We reserve the right to determine if the purchaser has damaged or abused the item in question. If it cannot be returned to stock, credit will not be given. Returns not accompanied by a copy of shipper, invoice, or invoice number may not be accepted or may be subject to a 50% restocking charge. Returns due to customer error must be prepaid and are subject to restocking charge. Any claims for discrepancies in shipment must be made within 5 days of receipt of merchandise. Items that cannot be returned via UPS: Visit MachiningCloud.com/App and follow the instructions in the Order History Section. All returns may be subject to a restocking charge of up to 50%.”

SAFETY

Buyer will cause each person who receives or uses purchased goods to read and comply with all safety instruction provided by Seller and Manufacturer, including all product safety notices, warnings, instructions and training materials, manuals, or other similar safety documentation. Buyer will instruct each user in the proper use of the goods and implement and enforce the safety documentation. Buyer will be solely responsible for complying with local, state and federal or provincial laws, codes or regulations relating to safety of the workplace where the goods are used. Cutting Tools may shatter when broken. The wearing of eye protection is strongly recommended in the vicinity of their use.

SALES TAX/GST/HST

Seller is required to charge state and local tax on items for which sales tax exemption certification have not been provided or does not apply. When ordering, please indicate tax exemption and provide certification or other evidence that tax does not apply. Seller is also required to charge GST (goods and services tax) / HST (harmonized sales tax) on products shipped to Canada. Should tax exemption status be determined to be invalid by the tax authority, Buyer shall be responsible to pay the tax, interest, and penalty assessed by the authority.

TITLE

To secure payment and performance of all Buyers’ obligations hereunder, whether represented by commercial account or evidenced by notes, judgements or otherwise, Seller hereby retains title to the equipment and a security interest herein until payment in full and performance by Buyer of said obligations.

THESE TERMS ARE SUBJECT TO CHANGE WITHOUT NOTICE. When we update these Terms we will revise the effective date at the top of this page.

CONTACT US

If you have any questions about these Terms or our products, please contact us at:

info@machiningcloud.com

– OR –

MachiningCloud, Inc.
1130 Avenida Acaso
Camarillo, CA 93012