General Terms and Conditions

Last updated October 27, 2025

1.                   Applicability.

(a)                These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) and professional services (“Services”) by Digital Fabrication Workshop, Inc., d/b/a Digifabship, a New York corporation, and its subsidiary, CWK Associates, LLC, a Massachusetts limited liability company (together, “Seller”) to the buyer named on the Sales Confirmation (defined below) (“Buyer”).

(b)                The accompanying proposal (the “Sales Confirmation”) is valid for thirty (30) days from the date of issuance. The Sales Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Sales Confirmation, these Terms shall govern, unless the Sales Confirmation expressly states that the terms and conditions of the Sales Confirmation shall control.

(c)                These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2.                   Delivery of Goods and Performance of Services.

(a)                The Goods will be delivered as set forth in the Sales Confirmation. Seller shall not be liable for any delays, loss, or damage in transit.

(b)                If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to the Sales Confirmation or as instructed by Seller, or if Seller is unable to deliver the Goods to the address specified in the Sales Confirmation (the “Delivery Point”) on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(c)                Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.

(d)                With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer’s premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

(e)                Seller reserves the right to determine in its sole discretion which of its personnel shall be assigned to perform the Services, and to replace or reassign such personnel at any time. Seller may use affiliates, subcontractors and other third parties in the performance of the Services, provided, that no such use of affiliates, subcontractors or other third parties shall relieve Seller of its obligations under this Agreement.

3.                   Change Orders.

(a)                If Buyer wishes to change the scope or performance of the Services, it shall submit the details of the requested change to Seller in writing. Seller shall, within a reasonable time after such request, provide a written estimate to Buyer of: (i) the likely time required to implement the change and impact on the project timeline; and (ii) any necessary variations to the fees and other charges for the Services arising from the change.

(b)                Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 23.

(c)                Notwithstanding Section 3(a) and Section 3(b), Seller may, from time to time, change the Services without the consent of Buyer, provided, that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

4.                   Non-Delivery.

(a)                The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b)                Seller shall not be liable for any non-delivery of Goods unless Buyer gives written notice to Seller of the non-delivery within five (5) calendar days of the date when the Goods would in the ordinary course of events have been received.

(c)                Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

(d)                Buyer acknowledges and agrees that the remedies set forth in Section 4(c) are Buyer's exclusive remedies for any non-delivery of Goods.

5.                   Title and Risk of Loss. Title to Goods shipped passes to Buyer upon payment of the Price (defined below) for such Goods and related Services by Buyer. If full payment is not received pursuant to Section 9(a), Seller may recover the Goods and liability for removal of the Goods from the Delivery Point and costs associated with recovery of the Goods will be at Buyer’s expense. Risk of loss to Goods shipped passes to Buyer upon Seller’s tender of the Goods to the carrier.

6.                   Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer.

7.                   Inspection and Rejection of Nonconforming Goods.

(a)                Buyer shall inspect the Goods within five (5) business days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing that any product shipped is different that identified on  the Sales Confirmation (“Nonconforming Goods”).

(b)                If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 120 South Port Road, Albany, NY 12202. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Seller’s expense and risk of loss, the replaced Goods to the Delivery Point.

(c)                Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

8.                   Prices.

(a)                Buyer shall purchase the Goods and Services from Seller at the prices set forth in the Sales Confirmation (the “Prices”).

(b)                Unless otherwise explicitly provided in the Sales Confirmation, the Prices are exclusive of all sales, use and excise taxes and tariffs, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real property, or other assets.

9.                   Payment Terms.

(a)                Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller’s invoice; provided, that all deposits and progress payments shall be paid as set forth in the Sales Confirmation. Buyer shall make all payments hereunder by wire transfer and in US dollars.

(b)                If any invoiced amount is not received by Seller by the due date, then without limiting Seller’s rights or remedies, Seller may charge Buyer interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly (other than with respect to any amount disputed by Buyer in good faith where Buyer is cooperating diligently to resolve the dispute). Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder.

(c)                Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

10.               Limited Warranty.

(a)                Seller warrants to Buyer that for a period of one (1) year from the date of delivery of the Goods (the “Warranty Period”), such Goods will be free from material defects in material and workmanship (ordinary wear and tear excepted). Provided that Buyer gives written notice of the defect(s) during the Warranty Period, Seller shall repair or correct such Goods at no cost to Buyer. Notwithstanding the foregoing, Seller shall not be liable for a breach of the warranty in this Section 10(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller. THE REMEDIES SET FORTH IN THIS SECTION 10(a) ARE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10(a).

(b)                EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 10(a), SELLER IS PROVIDING THE GOODS AND SERVICES ON AN “AS IS” BASIS, AND SELLER MAKES NO, AND HEREBY DISCLAIMS ALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WARRANTIES WHATSOEVER (EXPRESS OR IMPLIED) WITH RESPECT TO THE GOODS AND SERVICES, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c)                Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

11.               Indemnity.

(a)                Buyer shall indemnify Seller from, and defend and hold Seller harmless from and against, any and all damages, costs and expenses (including attorneys’ fees) suffered, incurred or sustained by Seller or to which Seller becomes subject, resulting from, arising out of, or relating to any claim (i) of loss or damage relating to any information, specifications, designs or data provided by or on behalf of Buyer for use in connection with the Services; (ii) that the Goods or Services infringe upon the proprietary or other rights or any third party (except as may have been caused by a modification by Seller); and (iii) of loss or damage resulting from the Goods or Services and the use thereof.

(b)                Seller shall (i) promptly notify Buyer of any claim for which indemnity will be sought; provided that no delay in providing such notice shall relieve Buyer of any liability or obligations hereunder except to the extent Buyer has been prejudiced by such delay, (ii) permit Buyer to assume control of the defense and settlement of such claim with counsel of its choosing and (iii) provide cooperation reasonably requested by Buyer in investigating and defending such claim, at Buyer’s expense (provided, that Seller shall not be entitled to compensation for time spent providing such cooperation). Seller shall have the right to participate in (but not control) the defense of any such claim, at its sole cost and expense, using counsel of it choosing.

12.               Limitation of Liability.

(a)                IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)               EXCEPT FOR LIABILITY RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND DEATH OR BODILY INJURY RESULTING FROM SELLER’S ACTS OR OMISSIONS, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.

13.               Term and Termination.

(a)                The term of this Agreement shall commence upon execution of the Sales Confirmation and shall continue until the delivery of the Goods and completion of the Services thereunder.

(b)                In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

(c)                Upon termination or expiration of this Agreement for any reason:

(i)                                         Buyer shall pay all amounts that have accrued or are otherwise owed hereunder within ten (10) calendar days following any termination or expiration of this Agreement.

(ii)                                       Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 10 (Limited Warranty), Section 11 (Indemnity), Section 12 (Limitation of Liability), Section 13(c) (Term and Termination), Section 14 (Intellectual Property), Section 16 (Waiver), Section 20 (Governing Law), Section 21 (Submission to Jurisdiction), Section 22 (Litigation Costs and Expenses) and Section 24 (Severability).

14.               Intellectual Property.

(a)                Each of the parties acknowledges and agrees that each party retains exclusive ownership of its Background Intellectual Property Rights. “Background Intellectual Property Rights” means all intellectual property rights, documents, data, know-how, methodologies and other materials, in each case, developed or acquired by a party prior to commencement of this Agreement.

(b)                Except as set forth in Section 14(a) and subject to payment in full of the Price, all intellectual property rights in and to all specifications, shop drawings and work product that are delivered to Buyer under this Agreement, shall be owned by Buyer (the “Foreground Intellectual Property Rights”), and Seller assigns to Buyer all of Seller’s right, title and interest in and to all Foreground Intellectual Property Rights, and, to the extent that any Foreground Intellectual Property Rights are copyrightable works or works of authorship, the parties agree that such works are “works made for hire” for Buyer under the US Copyright Act. Seller shall only use the Foreground Intellectual Property Rights to produce and supply the Goods to Buyer.

15.               Force Majeure.  No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) calendar days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive calendar days following written notice given by it under this Section 15, either party may thereafter terminate this Agreement upon ten (10) calendar days’ written notice; provided, that Buyer shall be obligated to pay Seller pursuant to Section 13(c)(i) for any Goods delivered and/or Services performed prior to such termination.

16.               Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

17.               Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

18.               Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19.               No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

20.               Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

21.               Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of Albany and County of Albany, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Nothing contained in this Section 21 shall prevent either party from seeking injunctive relief from any court of competent jurisdiction.

22.               Litigation Costs and Expenses. If a party institutes any legal suit, action or proceeding against the other party arising out of or relating to this Agreement, including, but not limited to, contract, equity, tort, fraud and statutory claims, the prevailing party in a final, non-appealable judgement regarding the suit, action or proceeding is entitled to receive, and the non-prevailing party shall pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting or defending the suit, action or proceeding, including reasonable attorneys’ fees and expenses, court costs and other expenses, even if not recoverable by law.

23.               Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24.               Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25.               Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.