The «Rendler Studio» Standard Terms and Conditions (“Terms & Conditions”) shall govern all transactions between Rendler Studio, LLC (“Rendler”) and all Rendler Studio, LLC customers (“Customer”) for all Rendler services and products.
Customer expressly acknowledges and agrees that the Standard Terms & Conditions supersede over any pre-printed terms and conditions on any Customer purchase order or other sales document and are incorporated by reference and deemed an integral part of any Quotation, Order Confirmation or other agreement for Services. Any request and/or receipt of Rendler Services includes Customer’s agreement to be bound by these Terms & Conditions. Any variation or modification to these Terms & Conditions must be in writing.
Services and Prices.
The price and payment terms for all Rendler products and/or services (“Services”) are as set forth in the Quote/Order Confirmation.
Quotations and Specifications.
Upon receipt of specifications from Customer, Rendler shall indicate its ability and agreement to undertake to provide Services through issuance of a Quotation. It is the Customer’s responsibility to confirm that all specifications indicated in a Quotation are complete and accurate in all respects. In the event that any specification is found to be incomplete or inaccurate, Rendler reserves the right to stop work until such time as appropriate and agreeable changes to a Quotation or Order Confirmation are finalized.
The Quotation and Order Confirmation contains the complete and exclusive definition and description of the Services to be provided, price and payment terms.
Upon issuance of a Quotation, Customer shall notify Rendler of its approval and acceptance of the Quotation in writing.
Changes.
Customer shall have the right at any time to make changes in drawings, designs, specifications, materials, time and method of delivery. If any such change causes an increase in the cost of an item or time required for the Services, an equitable adjustment shall be made to the Quotation/Order Confirmation in writing.
Cancellation.
Customer may cancel any Service under a Quotation or Order Confirmation without a cancellation fee or other liability at any time prior to any work or issuance of an Order Confirmation by providing Rendler with written notice of such cancellation by email, facsimile or by mail. Costs and/or fees for Services where work has begun will be prorated based on the amount of work performed and the costs incurred to the time of cancellation.
Compatibility and Intellectual Property.
Customer shall ensure that all file formats delivered as part of the Services are compatible with Customer’s software and systems. All intellectual property rights in any Original and the specification shall remain the property of and vested in Customer. All intellectual property rights to any Services shall be vested in and be the exclusive property of Rendler with Customer retaining a non-exclusive, perpetual, non-assignable license to the Services, unless otherwise specifically stated in a Quotation or Order Confirmation.
Copyright.
Rendler warrants that the Services and all rights thereto are owned by Rendler and shall not violate any copyright, patent, trademark, trade secret or any other proprietary right of any third party. Rendler represents and warrants that it has and will convey to Customer good title to the Services, free and clear of all liens and encumbrances and that the Services are in compliance with all federal, state and local laws, rules and regulations.
Indemnification.
Customer agrees to indemnify, defend and hold harmless Rendler, its directors, officers, employees and agents, from and against all liability, including a claim of intellectual property infringement based on copyright, trademark, patent and/or trade secret arising out of delivery of an Original to Rendler and/or a request for Services of scanning, copying or reproducing the likeness of any Original.
Warranties.
Rendler warrants that all Services i) shall be performed with commercially reasonable skill and care, and ii) the accuracy of all data supplied through the Services shall be within the tolerances specified in the Quotation. Rendler shall not be liable in contract, tort or otherwise for any modification to the Services made by Customer or any inaccuracy in any Service, including, without limitation, any scanning data, or inaccurate specification approved by Customer or contamination of an Original.
Limitation of Liability.
Except as otherwise expressly stated herein, all conditions, warranties and representations, expressed or implied, by statute or otherwise, in relation to the performance or non-performance of any Services are hereby excluded to the full extent permitted by law. Unless otherwise agreed in writing, all drawings, illustrations, descriptions, specifications, technical data, advertising and other similar information issued by Rendler or contained in any Rendler literature, website or other publication is published solely as a means of approximating Rendler’s Services and shall not form a part of any Quotation or Order Confirmation unless specifically stated therein.
Rendler shall bear no liability, in contract or tort (including negligence or other breach of statutory duty) for any misrepresentation or for any loss or damage, direct or indirect, foreseen, known or advised in advance, including but not limited to loss or damage incurred by Customer as a result of third party claims, loss of actual or anticipated profits, loss of business opportunity, loss of anticipated benefits, loss of goodwill, any indirect, special or consequential loss or damage howsoever caused. Rendler’s total liability under or in connection with the performance or non-performance of any Services whether for negligence, breach of contract, negligent or intentional misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the amount actually paid under any Quotation or Order Confirmation.
RENDLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM ITS PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR OPPORTUNITIES, EVEN IF RENDLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any action resulting from any claimed breach on the part of Rendler must be commenced within one year of the date the cause of action has accrued.
Performance and Delivery.
Unless otherwise agreed by Rendler, all Services shall be performed at Rendler’s discretion. Customer shall deliver all required and necessary original items (“Original”) to complete the Services to Rendler’s place of business within a reasonable time and not later than otherwise indicated by Rendler.
Rendler agrees to exercise all commercially reasonable efforts to perform the Services by the date specified in the Quotation or Order Confirmation. All deadlines indicated are estimates only and Rendler shall bear no liability for any delay in delivering the Services. Customer shall be notified of completion of Services by email or telephone upon completion. Unless otherwise agreed in writing.
All Services shall be delivered to Customer electronically by email or other file transfer protocol, at Rendler sole discretion, unless otherwise indicated in Customer’s specifications.
Payment.
Full payments for all Services are due at or before the time of delivery. Upon issuance of an Order Confirmation and before start of work, Customer shall pay a deposit of 50% of the total Quotation amount. Upon completion of the Services, Rendler shall prepare and deliver a limited sample version of all files to Customer for inspection. Upon final payment of any balance due, the fully accessible file shall be delivered to Customer. Any other payment terms and conditions must be specifically agreed to in writing in advance.
Termination.
Rendler may suspend performance of any Service and/or terminate any Quotation or Order Confirmation forthwith by giving notice to Customer based on Customer’s breach of any obligation under these Terms & Conditions, any Quotation or Order Confirmation; Upon such notice of termination, all amounts due and payable to Rendler shall become immediately due and payable and Rendler shall have no further obligation to perform any Services.
Confidential Information.
All Quotations, Order Confirmations, Services, estimates, budgets are the exclusive and confidential property and trade secrets of Rendler (“Confidential Information”) and Customer shall maintain the confidentiality of all such Confidential Information from third parties, except as used in procurement of the Services.
Relationship of the Parties. The relationship of Rendler and Customer shall be that of independent contractor and no employment, partnership or joint venture relationship is intended or implied, except as otherwise set forth in a separate written agreement.
Force Majeure.
Neither Customer nor 3D shall bear any liability be deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any obligations under a Quotation, Order Confirmation if such delay or failure was beyond that party’s reasonable control (including, without limitation, any strike, lockout or other industrial action, act of God, flood, epidemic or pandemic, war or threat of war, accidental or malicious damage, or prohibition or restriction by any government or other legal authority).
If Customer or Rendler claim unable to perform any obligation under a Quotation or Order Confirmation, for any reason set forth herein, that party shall immediately notify the other party of the nature and extent of the circumstances in question. This condition shall cease to apply when any such circumstances have ceased to have effect on the performance of the Services. If any circumstance described herein continues for more than three (3) months, the other party shall be entitled to terminate the Quotation or Order Confirmation upon one (1) month’s written notice.
Governing Law and Jurisdiction. Massachusetts law shall apply in all instances to any dispute arising out of any Quotation, Order Confirmation, Service or Terms & Conditions, without consideration to any conflicts of law analysis, with exclusive jurisdiction in Suffolk County.
