Standard Terms and Conditions of Sale

1. Agreement. These Standard Terms and Conditions ("Terms and Conditions"), along with any incorporated information or documents, constitute the complete and exclusive agreement ("Agreement") between Trend Dynamics Inc. ("Seller") and the Buyer ("Buyer"). This offer is valid for seven (7) days from its date unless the goods are shipped by Seller and accepted by the Buyer within that period. If Buyer has previously made an offer regarding any goods ("Goods") and/or services ("Services") provided hereunder (collectively, "Items"), this Agreement shall be considered a counteroffer, not an acceptance of the Buyer's offer. Seller's acceptance is expressly limited to and conditioned upon Buyer's acceptance of these Terms and Conditions. Any additional or conflicting terms proposed by the Buyer are hereby rejected unless Seller expressly agrees to them in writing.

2. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of British Columbia, Canada, excluding its conflict of laws principles. The rights and obligations of the parties shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any disputes arising under or related to this Agreement, other than for collection or equitable actions against Buyer, shall be brought exclusively in the federal or provincial courts of Vancouver, British Columbia, and Buyer irrevocably submits to the jurisdiction of such courts. Any action against Seller must be initiated within one (1) year from the date the cause of action first arises, or it shall be permanently barred. English shall be the language used for interpreting this Agreement.

3. Term. This Agreement shall commence on the date hereof and continue until the Services are completed or the Goods are delivered, unless terminated earlier as provided herein. Upon expiration or termination, Buyer shall continue to adhere to the restrictions and limitations outlined in Sections 2, 12-14, 16, and 20.

4. Delivery, Title, and Risk of Loss. All delivery dates and periods provided are estimates. Delivery periods start when Seller acknowledges receipt of complete specifications and necessary documents, such as letters of credit, security agreements, licenses, permits, and shipping instructions. Seller reserves the right to make partial deliveries, unless explicitly stated otherwise in this Agreement, and each installment shall be paid for separately upon invoice. Delay in delivery of any installment does not relieve Buyer of the obligation to accept remaining deliveries. Claims for shortages or errors must be submitted in writing to Seller within thirty (30) days of receipt of shipment; otherwise, Buyer waives such claims. Title to the Goods remains with Seller until full payment of the purchase price and other amounts due. If legal title passes to Buyer upon delivery by law, equitable title remains with Seller until full payment. Buyer grants Seller a security interest in the Goods to secure payment and performance of Buyer's obligations. Seller may reclaim Goods if Buyer fails to make timely payments.

5. Shipment. Unless otherwise agreed in writing, Seller will deliver Items at Seller's premises in Vancouver, British Columbia. Buyer is responsible for all shipping from Seller's premises. During shipment and return shipment, Buyer bears all risk of loss and must carry adequate insurance for any loss, damage, or destruction. Any charges related to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of the Goods are Buyer's responsibility. The method and route of shipment are at Seller's discretion unless Buyer specifies otherwise and covers any additional expense.

6. Returns. No Goods may be returned for credit without prior written approval from Seller, which will include a return authorization number. Authorized returns must be shipped prepaid by Buyer as directed by Seller.

7. Storage. If Goods are not shipped within fifteen (15) days after Buyer is notified that they are ready for shipping, due to reasons beyond Seller's control, including Buyer's failure to provide shipping instructions, Seller may store the Goods at Buyer's risk. In such cases, (i) Seller will notify Buyer of storage, (ii) Seller's delivery obligations are deemed fulfilled, and risk of loss or damage passes to Buyer, (iii) amounts payable upon delivery are due upon invoicing, (iv) Buyer must reimburse Seller for all storage-related expenses, and (v) Seller will assist Buyer with the removal of stored Goods upon payment of all amounts due.

8. Descriptive Literature and Modifications. Catalogues, product brochures, photographs, and other illustrations are general representations of the products and do not form part of the contract. Seller reserves the right to make design, specification, or material changes deemed improvements or necessary due to regulations, priorities, or material availability.

9. Price and Payment. Unless otherwise agreed in the attached Confirmation, Buyer shall pay in the quoted currency at the prices and payment terms described. Prices for Items are based on Seller's standard warranty and exclusion of consequential damages. If Buyer requests additional warranty or liability, Seller will adjust the prices accordingly. Without such a request, Buyer accepts the limitations and disclaimers for the lower prices offered. Payment terms are net 30, with full payment due thirty (30) days from the shipment date. Late payments accrue interest at 1.5% per month. Seller may demand advance payment or security if Buyer's financial condition is deemed insufficient. In the event of Buyer's payment default or bankruptcy, the entire contract price becomes immediately due, and Seller may defer or cancel the contract. If a contract is terminated in event of Buyer’s payment default, additional restocking fees required for, but not exclusive to, repatriation, return shipping, or any other administrative costs to retrieve the asset are billable to the Seller.

10. Taxes and Other Costs. All amounts payable are exclusive of taxes and fees, including Canadian and foreign federal, provincial, local, excise, sales, use, value-added, and import/export fees. Buyer is responsible for all such costs unless an exemption certificate is provided. If Seller is determined liable for any such costs, Buyer must promptly reimburse Seller.

11. Export Packing and Documents. Prices include standard commercial export packing, which varies based on the mode of shipment. Buyer bears additional expenses for specific packing requirements. Packages will be marked per Buyer's instructions, and Seller will provide packing lists and necessary shipment documents. Buyer must assist with shipment clearance and cannot return shipping containers without Seller's prior written acceptance and prepaid freight.

12. Warranties. Seller warrants Goods manufactured and Services provided by it to be of specified quality for twelve (12) months from the shipment date. If proven non-conforming within this period, Seller will repair, replace, or correct the Goods or Services at its option. Warranty obligations are limited to repair, replacement, or correction, conditioned on written notice within ten (10) days of discovery and return of Goods at Buyer's expense. The warranty does not extend due to non-conformity correction. Warranties are valid if (i) Goods are used, maintained, installed, stored, and repaired per documentation, (ii) Buyer has paid all sums, (iii) Goods or Services are not modified, (iv) claim is unrelated to wear and tear, (v) Buyer follows usage instructions, (vi) claim is unrelated to negligence, (vii) Goods are not operated under extreme conditions, or (viii) claim is unrelated to force majeure. For third-party Goods, Seller passes on the manufacturer's warranties. The warranties are exclusive and Goods are sold "as is" with no other warranties, express or implied.

13. Exclusion of Consequential Damages and Disclaimer of Liability. Seller's liability is limited as provided in Section 12. SELLER DISCLAIMS ANY OTHER OBLIGATIONS OR LIABILITIES ARISING FROM BREACH OF CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR OTHER THEORIES OF LAW. SELLER IS NOT RESPONSIBLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFIT, USE, OR CAPITAL. Seller's total liability shall not exceed the total amount paid by Buyer. Seller disclaims liability for penalties, punitive damages, lost profits, downtime, spoilage, or economic loss. Buyer must obtain provisions protecting Seller from third parties if transferring or leasing Goods. Seller's advice or assistance is provided without liability.

14. Safety and Indemnification. Buyer must maintain safety measures, comply with applicable laws, and ensure proper use and training for Goods. Buyer shall indemnify and hold Seller harmless from claims, damages, and costs arising from Buyer's non-compliance with this Section or related matters in Sections 5-7, 10, 16, and 20.

15. Force Majeure. Neither party is liable for failure or delay due to force majeure, including acts of God, government actions, strikes, wars, terrorism, epidemics, port congestion, supplier delays, or other causes beyond reasonable control. If a delay exceeds sixty (60) days, the affected party may terminate the Agreement, with Buyer paying for provided Items. Seller may cancel the order or extend delivery dates due to force majeure. Buyer must pay additional charges for delays caused by Buyer.

16. Technical and Other Confidential Information. Seller retains ownership of sketches, models, samples, and designs, treated as confidential unless otherwise stated. Use or disclosure requires Seller's prior written consent.

17. Buyer's Property. Buyer assumes risk for property placed in Seller's custody for contract performance, as Seller does not insure such property.

18. Severability. If any provision is deemed invalid or unenforceable, the remaining provisions remain in effect. Each provision limiting liability or excluding damages is intended to be independent and enforceable.

19. Breach. If either party breaches a material term, the aggrieved party shall notify the other. The breaching party has ten (10) business days to rectify the deficiency. If not rectified, the Agreement may be terminated, with Buyer paying for provided Goods and Services.

20. ​​Neither party shall solicit employees or agents of the other without prior written consent.

21. Waivers must be in writing signed by an authorized representative. No waiver constitutes a waiver of any other provision or occasion.

22. The Agreement does not establish a partnership, joint venture, or agency relationship.

23. The Agreement binds and benefits the parties and their successors and assigns. Buyer may not assign rights without Seller's consent. Seller may use subcontractors.

24. Amendments require written agreement by both parties. Terms on the front side or attached supersede conflicting provisions.

25. Unauthorized use or disclosure of confidential information allows Seller to seek injunctive relief without bond, in addition to other legal remedies.

26. Notices must be in writing and are effective upon receipt by telecopy with proof or by registered/certified mail with return receipt. Address changes require written notice.

27. Buyer shall not export Goods to restricted countries without prior consent from relevant authorities. Goods and Services are not intended for nuclear or weapon production.

28. Equitable adjustments to the timetable and amounts due shall be made for delays or cost changes caused by Buyer's actions or omissions.

29. Parties shall designate representatives with authority to handle dealings.

30. Buyer agrees not to copy, reproduce, or otherwise use the Goods in a manner that constitutes reverse engineering or any other form of duplication without Seller's explicit written consent. In the event of a lawsuit regarding such matters, Buyer agrees to provide any and all evidence demonstrating that they acquired the information necessary to acquire the Goods through legitimate means external to reverse engineering or other copying methods on the Good purchased by the Buyer. In such cases without Seller’s explicit consent, damages alone shall be deemed insufficient, and Seller shall be entitled to seek an injunction in addition to any other available legal remedies.

31. Seller’s sales materials, website, or any other company document or media may contain images, specifications, references, or any other information relating to OEM products such as part codes, brand names, and so forth. The inclusion of such information does not indicate that Seller represents, distributes, or has any affiliation with the OEMs unless explicitly stated otherwise. Any use of part codes, brand names, or any and all product references is solely for the purpose of product compatibility, reference, and performance comparison.

32. No Warranties

    1. All 3D scanning services, raw scan data, and manufacturing documentation provided by Trend Dynamics Inc. ("the Company") are delivered "as is" without any warranties, express or implied.

    2. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

    3. The Company makes no representations or warranties regarding the accuracy, completeness, or suitability of the information contained in any 3D scan data or manufacturing documentation.

    4. It is the client's responsibility to independently verify the information and determine its applicability for their specific needs.

33. Manufacturing Documentation

    1. Manufacturing documentation derived from raw 3D scan data and provided to clients for use in outside manufacturing (i.e., manufacturing not conducted by an audited or established supplier of the Company) is subject to client approval.

    2. Acceptance of these manufacturing documents and any subsequent use in outside manufacturing constitutes the client’s acceptance of all associated risks.

34. Indemnification

    1.  By using any 3D scan data or manufacturing documentation provided by the Company, the client agrees to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from or related to the use of said data or documentation.

    2. This includes, but is not limited to, claims related to manufacturing defects, product failure, or non-compliance with specifications.

35. Limitation of Liability

    1. The limitations of liability and indemnification outlined in this document apply to the fullest extent permitted by law.

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