Terms and Conditions

These Standard Terms and Conditions ("Terms") govern all manufacturing services, tooling, parts production, engineering services, digital quoting services, and related goods and services (collectively, the "Deliverables") provided by NetProto LLC, an Ohio limited liability company ("NetProto"), to the customer ("Buyer").

Buyer's submission of design files, acceptance of a quotation, issuance of a purchase order, payment, or use of NetProto's website or platform constitutes full acceptance of these Terms.

These Terms supersede any inconsistent terms in Buyer's purchase order unless expressly agreed to in a signed writing by NetProto.

NetProto acts as the manufacturer of record for all Deliverables, whether produced directly or through qualified subcontractors.

NetProto reserves the right to utilize subcontractors and suppliers at its discretion. Buyer shall have no direct contractual relationship with any subcontractor.

NetProto remains responsible for conformity of Deliverables to agreed specifications subject to the limitations set forth herein.

All quotations are valid for thirty (30) days from the date issued unless otherwise specified in writing by NetProto.

All prices are stated in U.S. Dollars unless otherwise indicated, exclude sales taxes, value-added taxes, tariffs, duties, freight, insurance, and other governmental charges unless expressly stated, and are based on current raw material, labor, and market conditions.

NetProto reserves the right to adjust pricing prior to order confirmation in the event of significant increases in raw material costs, supply chain disruptions, currency fluctuations, or other material changes in market conditions.

Quotations, whether generated through NetProto's online platform or issued manually, are provided for informational purposes only and constitute invitations to submit an order. Quotations do not constitute binding offers.

Pricing is contingent upon receipt of a valid purchase order referencing the quoted items, where applicable.

A binding contract is formed only when Buyer accepts the final quotation through the platform or in writing and NetProto issues a written order confirmation, whether electronically through the platform or otherwise in writing.

No purchase order or acceptance by Buyer shall be binding upon NetProto unless and until NetProto issues such order confirmation.

NetProto reserves the right, prior to issuing order confirmation, to reject, revise, or withdraw any quotation for any reason, including correction of clerical, typographical, computational, or system-generated errors.

In the event of any discrepancy between a preliminary, automated, draft, or earlier quotation and the final written order confirmation issued by NetProto, the order confirmation shall control.

Lead times commence only after Buyer approval of DFM feedback, final release and approval of CAD models and specifications, and receipt of required deposit or full payment.

Orders may not be cancelled once production or tooling manufacture has commenced without NetProto's written consent.

Buyer-requested changes after order confirmation or commencement of tooling or production may result in additional charges and revised delivery schedules. All requested changes must be submitted in writing and approved by NetProto.

If Buyer cancels an order after confirmation, NetProto may impose a cancellation fee of not less than fifteen percent (15%) of the total purchase order amount, in addition to reimbursement for engineering work, materials, tooling work, and administrative costs already incurred.

Tooling deposits are non-refundable once tooling production has commenced.

All prices are stated in U.S. Dollars unless otherwise specified.

Buyer shall pay all taxes, tariffs, duties, and governmental charges.

Accepted methods of payment include credit card, ACH transfer, wire transfer, and purchase order, subject to prior written credit approval by NetProto.

Payment terms shall be as specified in the applicable quotation or order confirmation.

Unless otherwise approved in writing by NetProto, payment in full is required prior to commencement of production, and tooling deposits are non-refundable once production has commenced.

NetProto may, in its sole discretion, extend credit terms to approved commercial customers subject to credit review and credit limits.

NetProto reserves the right to modify, suspend, or revoke credit terms at any time.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

NetProto may suspend performance or withhold shipment for overdue accounts without liability.

Unless otherwise agreed in writing, shipments are ExWorks (Incoterms 2020).

Title and risk of loss pass to Buyer upon delivery to carrier.

Delivery dates are estimates only.

NetProto is not responsible for delays caused by shipping carriers or customs authorities.

Buyer is responsible for providing accurate shipping information and ensuring acceptance of delivery.

If shipments are refused, returned, undeliverable, or held due to Buyer-related issues, Buyer shall bear all additional shipping, storage, customs, and administrative costs.

Buyer shall inspect Deliverables within ten (10) days for prototype or production parts.

Written notice describing the alleged nonconformity must be provided within the applicable period.

Failure to provide written notice within such period constitutes final and irrevocable acceptance.

NetProto shall have the right, at its sole discretion, to repair, replace, or issue credit for nonconforming goods.

Buyer acknowledges that certain materials, including plastic and polymer components, may be sensitive to environmental conditions. NetProto shall not be responsible for deformation, warpage, discoloration, or dimensional changes resulting from improper storage, excessive heat or humidity, ultraviolet exposure, stacking pressure, normal material characteristics, or post-delivery processing.

Risk of loss and risk of storage conditions pass to Buyer upon delivery.

If Buyer has paid in full for tooling, Buyer owns the mold core and cavities.

If an exchangeable or standardized mold frame is utilized, NetProto retains ownership of such mold frame unless otherwise agreed in writing.

NetProto may charge setup fees per mold or per production run as specified in the applicable quotation.

Customer-requested tooling modifications may incur additional charges and may require full payment of original tooling charges prior to modification.

Tooling may be stored at NetProto's facility or that of an approved subcontractor.

Tooling shall be considered inactive if no production orders are placed for twelve (12) consecutive months.

After eighteen (18) months of inactivity, NetProto may provide written notice to Buyer at Buyer's last known email and mailing address.

- Charge storage and maintenance fees

- Return tooling at Buyer's expense

- Relocate tooling

- Dispose of or scrap the tooling without further liability

NetProto warrants that Deliverables will conform to approved specifications and be free from defects in workmanship for thirty (30) days following delivery.

This warranty does not apply to Buyer-provided designs or specifications, Buyer-specified materials, improper use, integration, or modification, or regulatory compliance of end products.

NetProto's sole obligation is replacement or credit at its discretion.

All other warranties, including merchantability and fitness for a particular purpose, are disclaimed.

NetProto manufactures Deliverables in accordance with Buyer-approved CAD files and specifications.

Buyer is solely responsible for design integrity, assembly fit, functional performance, regulatory compliance, accuracy and completeness of provided CAD data, and patent and intellectual property clearance.

Unless otherwise agreed in writing, parts are manufactured to standard commercial tolerances, including recognized industry standards such as SPI for injection molding.

NetProto is not responsible for correcting, modifying, validating, or improving CAD data unless expressly agreed in writing.

In no event shall NetProto be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or business interruption.

NetProto's total liability shall not exceed the amount paid by Buyer for the specific order giving rise to the claim.

Buyer shall defend, indemnify, and hold harmless NetProto from claims arising out of Buyer's design infringement, product liability related to Buyer's specifications, regulatory violations, end-product misuse, or failure.

This indemnity does not apply to NetProto's willful misconduct.

Buyer retains ownership of submitted designs.

Buyer represents it has legal authority to submit such designs.

NetProto retains ownership of manufacturing processes, improvements, platform software, and internal methodologies.

NetProto may use anonymized and aggregated production data to improve its systems.

Each party shall maintain the confidentiality of non-public information disclosed in connection with orders.

Confidential information excludes information that is public, independently developed, or legally required to be disclosed.

NetProto shall not be liable for delays caused by acts of God, government actions, tariffs, supply chain disruptions, labor shortages, pandemic, or equipment failure beyond reasonable control.

Buyer is responsible for ensuring that its designs and products comply with all applicable laws and regulations.

NetProto does not certify regulatory compliance unless expressly agreed in writing.

Buyer represents and warrants that no files, designs, models, drawings, or technical data submitted to NetProto are subject to the International Traffic in Arms Regulations (ITAR) or controlled under the Export Administration Regulations (EAR) requiring export license.

Buyer acknowledges that NetProto may utilize subcontractors or suppliers located outside the United States.

Buyer agrees not to upload, transmit, or provide any export-controlled technical data without prior written disclosure and written agreement from NetProto.

Buyer shall be solely responsible for compliance with all applicable export control laws and shall indemnify and hold harmless NetProto from any liability, penalties, or damages arising from Buyer's violation of such laws.

NetProto reserves the right to reject or cancel any order suspected to involve export-controlled items or technical data.

These Terms are governed by the laws of the State of Ohio.

Venue shall be exclusively in the state or federal courts located in Lucas County, Ohio.

No amendment is effective unless signed by NetProto.

Buyer may not assign rights without written consent.

NetProto may assign or subcontract at its discretion.

If any provision is found invalid, the remaining provisions remain enforceable.