General Terms and Conditions

This Agreement (“Agreement”) is made and entered into by and between Northeast 3D (hereinafter referred to as “NE3D”) and Client (hereinafter referred to as “Client”). The following Terms and Conditions govern the provision of services by NE3D to Client.

Version 2.0 • last updated [06.22.2025]

Binding effect. Signing any NE3D quote, estimate, purchase order, or invoice that references this URL means the signer (“Client”) accepts this Agreement and the project-specific Statement of Work (“SOW”). Need a hard copy? Ask and we’ll send a PDF.

Provider: Northeast 3D LLC (“NE3D”) • 156 Wall St, Ste 10, Springfield VT 05156 • 802-698-3764

1 Scope of Work (“Services”) & Kick-Off

1.1 Services covered. NE3D may perform any of the following (collectively, “Services”):
• 3-D scanning & metrology
• Reverse engineering & data cleanup
• CAD/CAM modeling, design, drafting, or file conversion
• Additive manufacturing (3-D printing), CNC machining, molding, or other fabrication
• Consulting, training, troubleshooting, or workflow optimization
• Restoration, prototyping, legacy-part replication, or any related technical service described in the SOW
Deliverables may be physical parts, digital files, written reports, live advice, or any combination.
1.2 Project start. Work begins only after NE3D receives (a) the signed SOW/quote and (b) any required deposit.
1.3 Changes. After kick-off, any adjustment to scope, schedule, materials, quantity, or cost requires a written Change Request signed by both parties.

2 Client Responsibilities

• Define & verify requirements. Before work starts you have documented all fit, function, accuracy, regulatory, certification, and performance needs and supplied them to NE3D in writing.
• Review outputs promptly. You will test, inspect, and validate all Deliverables (physical or digital) and ensure they meet your intended purpose and applicable regulations.
• Supply accurate reference data. Drawings, models, specs, or hardware you provide are complete and correct.
• Install & use safely. You handle mounting, operation, maintenance, and compliance in the field.
• Own the rights. You warrant you hold (or have secured) all IP or other rights needed for NE3D to perform the Services.

3 Warranty Limits & Disclaimers

3.1 Physical Deliverables. If a manufactured item fails to meet the dimensional or material specs in the SOW, notify NE3D in writing within ten (10) days of delivery. At NE3D’s option we will repair, replace, or refund that item.
3.2 Digital / informational Deliverables.
Standard projects. Unless the SOW specifically labels the work as “Metrology-Grade Inspection,” scan data, CAD files, analyses, and consulting advice are supplied “as-is” for Client’s evaluation and use at its own risk; measurement uncertainty, surface noise, or modeling tolerances may exist and must be verified by Client.
Metrology-grade projects. If the SOW does call for Metrology-Grade Inspection, NE3D will capture data with calibrated, metrology-grade equipment and software and report results with stated uncertainty; however, Client is still responsible for ensuring that the reported accuracy and statistical confidence satisfy its own regulatory, safety, or quality-system requirements.
3.3 Legacy-part realities. Replicas may inherit the same weak points that caused the OEM part to fail. Modern processes can’t guarantee better performance under all conditions.
3.4 No other warranties. Except for § 3.1, NE3D disclaims all other express or implied warranties—including merchantability, fitness for a particular purpose, accuracy of data, and non-infringement.

4 Delivery, Payment & Acceptance

4.1 Paid-in-full before shipment. NE3D ships physical items after QA/QC and after the order balance is paid in full, unless other written terms apply. NE3D chooses the carrier/service unless you provide alternative written instructions in advance.
4.2 Digital delivery. Files or reports are deemed delivered when we email, upload, or otherwise make them available for download.
4.3 Acceptance. A Deliverable is accepted when you (i) sign an acceptance document, (ii) start using it, or (iii) do not report a non-conformity within ten (10) days of delivery—whichever occurs first.
4.4 Customer items left in NE3D’s possession.
• Physical parts, prototypes, fixtures, or other property left with NE3D must be picked up—or a prepaid return-shipping label provided—within 30 calendar days of (a) project completion or (b) delivery of a formal estimate where no work proceeds, whichever is earlier.
• Client is responsible for all packing, insurance, and freight charges.
• After 30 days, storage is at Client’s risk and NE3D may charge reasonable storage fees. If not claimed within 60 days, NE3D may return, recycle, or dispose of the item without further liability.
• NE3D’s custodial duty is limited to commercially reasonable care and is subject to the liability cap in § 10.

5 Pricing, Invoicing & Late Fees

5.1 Due on receipt unless credit terms have been agreed in writing.
5.2 Late-fee schedule
• Balances under $100 — $25 flat late fee(or the maximum allowed by law) after the due date
• Balances $100 and above — $100 flat late fee(or the maximum allowed by law) after the due date
• Interest accrues at 2 % per month (or the maximum allowed by law) until paid.
5.3 Accounts 60 days past due: NE3D may pause work, withhold deliverables, or send the account to collections; Client covers all collection costs.

6 Intellectual Property & Professional-Use Disclaimer

6.1 Client IP. Client retains ownership of all pre-existing or supplied IP and grants NE3D a limited license to use that IP solely to perform the Services.
6.2 NE3D IP. NE3D retains ownership of its background technology—scanning methods, design methodologies, print profiles, custom code, fixtures, jigs, etc.
6.3 Client ownership of paid-for Deliverables. Once all project invoices are paid in full, everything you paid NE3D to create—parts, scan data, CAD files, reports, or other Deliverables—belongs to you, and you may use it however you like.
• No surprises: If a project requires NE3D to keep or share design rights (for example, so we can offset your cost by reselling a design), that arrangement will be set out in writing before work begins and signed by both parties.
• Absent such an alternate deal, NE3D keeps only its pre-existing know-how (see § 6.2), and you own the specific project output.
6.4 No professional-engineering stamp. Unless explicitly stated, NE3D does not provide licensed professional-engineering or legal services. Advice is informational; you must obtain professional certification if required.

7 Confidentiality

Both parties will protect Confidential Information with at least reasonable care for two (2) years after a project ends, unless the information becomes public earlier through no fault of the receiving party.

8 Publicity

Client allows NE3D to reference the engagement (name, logo, general description) in portfolios and marketing; NE3D will honor reasonable written restrictions.

9 Non-Solicitation

During the project and for one year after, Client will not hire or solicit NE3D staff or contractors without written consent (general job ads are fine).

10 Limitation of Liability & Indemnity

10.1 Cap. NE3D’s total liability for any claim will not exceed the total amount Client actually paid NE3D for the specific Service or Deliverable giving rise to the claim.
10.2 No consequential damages. NE3D is not liable for lost profits, downtime, or any indirect or consequential damages.
10.3 Client indemnity. Client will defend and indemnify NE3D against third-party claims arising from Client’s use, resale, or reliance on any Deliverable, including claims based on data accuracy, design defects, or legacy-part failures.
10.4 These limits do not apply to NE3D’s willful misconduct or gross negligence.

11 Termination

Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice. Fees for work performed up to termination remain due.

12 Force Majeure

Neither party is liable for delays caused by events outside reasonable control (natural disasters, strikes, internet outages, pandemics, etc.). If a Force-Majeure event lasts more than 30 days, either party may terminate the affected SOW.

13 Dispute Resolution & Governing Law

Unresolved disputes go to binding arbitration under AAA rules in Windsor County, Vermont. Vermont law (excluding conflict-of-law principles) governs.

14 Miscellaneous

Entire agreement. This document plus any SOW or Change Request is the complete agreement; all prior oral or written promises are merged.
Amendments. Must be in writing and signed by both parties (except as allowed in § 15).
Severability. If any clause is unenforceable, the remainder stays in force.
Electronic signatures. DocuSign, Adobe Sign, PDF scans, and similar e-signatures are binding.

15 Updates to These Terms

NE3D may revise these terms at any time. The version in force when a Client accepts an SOW/quote governs that project; later updates apply only to new projects. Each revision is date-stamped and archived.

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Plain-English note:

Because it’s clearer—and courts these days like clear. Behind the friendly tone you’ll still find the same legal protections you expect. Have your lawyer review anything important before you sign.