MOLDGENIX LLC TERMS & CONDITIONS - MARCH 2024

Moldgenix, LLC prides itself on performing quality work for Customers and can do so only on definite terms and conditions that make clear the undertakings of both parties.  Therefore, these terms and conditions apply to the products and services (the Work) described in accompanying quotation or description of goods or services (the Work Description) documents signed and delivered by an authorized representative of Moldgenix.  Any different or additional provisions of any Customer, RFQ, purchase order or other communication, either before or after the date of delivery of this document, have no effect, regardless of performance or payment regarding the same. Work Descriptions issued by Moldgenix, LLC are subject to correction of clerical errors.  However, except as specified below, no other amendment, waiver or other modification of this agreement is effective unless in writing signed by an authorized signer of Moldgenix, LLC and then will be effective only for the instance specified.

1. Moldgenix, LLC is voluntarily committed to what it believes are high quality standards and procedures in all work performed for all customers. Customer acknowledges that it has had the opportunity to request information concerning, and has received all requested information and agreed to, Moldgenix, LLC’s quality standards and procedures to be applied to the Work. Except as may be specifically set forth in the Work Description, no other quality standards or procedures will apply.
2. QUOTATION ETC. The Work Description assumes the continuous production of the quantity of any production items specified, with smaller runs being subject to appropriate price increases. Tooling in the Work Description includes molds plus cams and attachments compatible with Moldgenix, LLC’s equipment and not any tool base unless otherwise expressly Tooling quotations include tool maintenance for the lesser of (a) (2) two years or (b) the period the tool remains on Moldgenix, LLC’s premises. Thereafter tools left with Moldgenix, LLC are subject to Moldgenix, LLC’s then applicable storage and maintenance charges, regardless of notice to Customer. Prices on any undelivered portion of any order are subject to increase on account of increased costs caused by government action, increased materials cost or increased basic labor costs. Any Moldgenix, LLC quotation and the accompanying Work Description is firm for 30 (thirty) days after date unless otherwise stated on the face of the quotation. Price quotations on third-party goods or services are subject to corresponding change without notice upon changes by such third parties. Prices quoted do not include taxes, shipping, insurance or other ancillary charges, all of which are for Customer’s account, unless specifically otherwise stated in the Work Description. Customer-requested delays or reductions in quantities of Work under this agreement will result in adjusted charges, including originally allocable and not reasonably avoidable direct and indirect Moldgenix, LLC costs and originally allocable profit for Work cancelled (Adjusted Charges).
3. PRICING AND PAYMENT; INSURANCE. Unless otherwise stated in the Work Description, terms are net 30 (thirty) days following invoice date. Invoicing of Work partially completed requires payment pro rata. All tangibles are shipped ExWorks from Moldgenix, LLC’s Trumbauersville, PA, facility, with cost, title and risk of damage or loss in shipment, plus any duties, taxes or other governmental charges, being borne by Customer. UPS or Moldgenix, LLC deliveries, when agreed, will be prepaid by Moldgenix, LLC and charges added to invoice. In all situations, Customer will make transportation loss or damage claims to the Unless otherwise specified in the Work Description, each completed installment of Work and each shipment constitutes a separate transaction. Customer agrees to pay 80% (eighty percent) of agreed price of all Work not required to be delivered within 12 (twelve) months from date of order, with the balance to be paid upon shipment. If in Moldgenix, LLC’s  opinion Customer’s financial condition or payment history does not justify the terms above, Moldgenix, LLC may at its sole option cancel this agreement, except for Customer’s payment obligation for Work performed and Adjusted Charges, or suspend performance until it receives prompt payment in advance. Customer grants Moldgenix, LLC a security interest in all tangibles included within the Work and all other Customer property in Moldgenix, LLC’s  possession and agrees immediately to sign and/or file such documents and take such other action as Moldgenix, LLC may from time to time request in writing to perfect the same, and in furtherance of its security interest.  Moldgenix, LLC is authorized in the event of nonpayment to retain or to enter any location and remove any tangibles subject to such security interest for nonpayment. Notwithstanding the foregoing, completed Customer molds included in or relating to the Work may be removed by Customer only on prior payment of all amounts due or to become due to Moldgenix, LLC under this and any other agreement then existing between the parties.  Customer, and not Moldgenix, LLC, is responsible to insure all Customer-provided or customer-owned materials, equipment or other property located at Moldgenix, LLC’s  facilities.
4. ORDER CANCELLATION ETC. Customer may terminate, alter by change order or suspend the Work in whole or in part prior to completion only on written notification received by Moldgenix, LLC. In the event that Customer fails to make any payment when due, or fails within 30 days after notice to cure any other breach of this agreement, Moldgenix, LLC may cancel the Work in whole or relevant part on written In either case, Moldgenix, LLC will then immediately bring the canceled or suspended work to an orderly conclusion and quote any additional costs or terms for Work that would be altered by change order. Customer will thereafter pay against invoice all actual costs, including unrecoverable non-recurring engineering and tooling costs, incurred by Moldgenix, LLC for canceled Work plus 20% (twenty percent) of such actual costs in lieu of profit. “Actual costs” include purchased material and parts and consumables, direct labor, termination charges imposed by vendors and subcontractors and 20% of the foregoing actual costs in lieu of allocable overhead. Customer will within 10 (ten) days of receipt of Moldgenix, LLC’s quotation of any additional costs for altered Work agree to the same in writing, or such proposed altered Work may be deemed canceled at Moldgenix, LLC’s  option on notice.
5. DELIVERY Completion and delivery dates are Moldgenix, LLC’s best estimates and are contingent on Moldgenix, LLC’s  prompt receipt of all necessary Customer documentation and other information. Moldgenix, LLC’s  failure to meet quoted delivery dates does not constitute default nor will Moldgenix, LLC be liable for failure to meet them due to unforeseen circumstances reasonably notified to Customer. The foregoing notwithstanding, Moldgenix, LLC will not be liable for any failure to perform due to causes beyond its reasonable control, including without limitation acts of god, fire, shortages of supplies or services, judicial action, weather and accidents (i.e. Force Majeure) with time for performance being correspondingly extended, and Moldgenix, LLC may from time to time allocate orders in its discretion among contracted customers. Packaging of tangible Work will be in accordance with standard commercial practices intended to provide reasonable protection against corrosion, physical damage and other deterioration during transport.
6. DESIGNS AND OTHER Unless separately identified in writing by an authorized signer of Moldgenix, LLC, all designs and engineering or other data furnished by Moldgenix, LLC to Customer as part of or in conjunction with the Work, and Moldgenix, LLC’s manufacturing methods, are not considered confidential or proprietary by Moldgenix, LLC, and in return for the payment(s) provided in this agreement Customer will acquire complete and perpetual rights therein equal to those of Moldgenix, LLC without either party’s further payment, accounting, credit or other obligation to the other. The fact that Customer has a business relationship with Moldgenix, LLC and the category of products regarding which Moldgenix, LLC is providing services to Customer are not confidential. Moldgenix, LLC does not wish to receive confidential or proprietary information from Customer and will not be deemed to have done so unless Moldgenix, LLC so agrees separately in a writing signed by both parties.
7. LIABILITY AND INDEMNITY. Customer claims for shortages or defects in samples or finished Work must be made specifically in writing within 10 days after receipt or are conclusively deemed waived. If the Work fails to conform to this agreement within that time, except on account of deficient design or other specifications or materials supplied by Customer, then Moldgenix, LLC’s sole and exclusive liability shall be to repair or replace the same within a reasonable time, following Moldgenix, LLC’s  related RMA Procedure or at its option credit Customer’s account for the price of or (if not completely defective, the lost value of the defect in) the same.  Moldgenix, LLC shall have no responsibility of payment for or repair or replacement of any rework by Customer unless Moldgenix, LLC agrees in advance in writing. No Work shall be returned to Moldgenix, LLC without a written return material authorization signed by Moldgenix, LLC authorized signer. In the absence of Customer’s written quantity control instructions, quantities may vary by 10 (ten) percent from quantities ordered and Customer shall pay for, or be credited with such quantity variations. Moldgenix, LLC hereby assigns to Customer to the full extent assignable any and all warranties made by third parties to Moldgenix, LLC with regard to goods and services included in the Work. Moldgenix, LLC will not be liable for any device or material failure in testing done in accordance with Moldgenix, LLC’s  normal procedures or at the request of Customer, and the condition of any device or material pre- or post-test and all interpretation, evaluation and decision making with regard to any testing or test results furnished by Moldgenix, LLC, and the quality or reliability of any device or material tested, will be the sole responsibility of Customer has sole responsibility for all specifications included in or determined by the Work Description and all design and material safety standards, testing and determinations of proper uses, and safety labeling and instructions to users (including future updates of such standards, testing, determinations, labeling and instructions), regarding all products included in the Work, whether or not the Work includes implementation of such standards or the production of such labeling or instructions. IN NO EVENT WILL MOLDGENIX, LLC BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOST PROFITS, LOSS OF USE, OTHER ECONOMIC HARM OR LIQUIDATED, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, COSTS OR PENALTIES OR SPECIFIC PERFORMANCE, REGARDLESS OF LEGAL THEORY OR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND, THIS BEING EXCLUSIVELY A SERVICES AGREEMENT, NO WARRANTIES ARE MADE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SAVE AS MAY BE EXPRESSLY STATED IN THE WORK DESCRIPTION.In particular, Moldgenix, LLC makes no undertaking with regard to the compliance of any Work with any Federal or state law or regulation pertaining to the safety, functionality, advertising, marketing, distribution, sale, use or reimbursable, or with any proprietary, contract or personal right of any third party, all of which are the sole responsibility of Customer. Compliance with any applicable trade restrictions under the Trading with the Enemy Act of 1917 or the Export Administration Act of 1979, each as amended or replaced, is Customer’s sole responsibility.Customer will indemnify and hold Moldgenix, LLC harmless against and from any expenses, damages, costs (including without limitation attorneys’ fees and expenses) incurred or arising out of any claim, suit, action or proceeding by any third party in relation directly or indirectly to the performance or nonperformance of any products included in the Work , or any patents, copyrights, trademarks, or trade secretes or other matters relating to the Work , in which  trade secretes or other matters relating to the Work, in which Moldgenix, LLC shall be entitled to be defended by legal counsel (which may be legal counsel to the Customer) reasonably acceptable to it.
8. MISCELLANEOUS. This agreement is governed by the internal laws of the Commonwealth of Pennsylvania. Titles or parts of this agreement are for reference only, and not for meaning.  If any provision of this agreement is judicially deemed unenforceable, that finding shall not affect any other provision.