TERMS & CONDITIONS OF SALE

01.Binding Agreement & Operating Entities

These Standard Terms and Conditions of Sale ("Terms") constitute a legally binding contract between the purchaser or client ("Client", "you", "your") and Brain Solutions LLC d/b/a X Maker Shift ("Company", "we", "us", "our"), with primary digital fabrication studio facilities located at 31-18 42nd St, Long Island City, NY 11103.

By accessing or utilizing https://xmakershift.com, uploading 3D CAD files, obtaining algorithmic or custom quotations, booking studio consultations, or completing orders via our web portal, e-commerce checkout, or electronic invoices, the Client unreservedly accepts and agrees to be bound by these Terms.

Waiver of Client Purchasing Conditions: The Client expressly waives its own standard terms and conditions of purchase, even if drawn up or submitted subsequent to these Terms. In order to be legally enforceable, any derogation, amendment, or customer-specific agreement must be expressly accepted in advance in writing by an authorized executive officer of Brain Solutions LLC.

02.Fabrication Scope, Technologies & Standard Tolerances

X Maker Shift provides on-demand rapid digital fabrication, additive manufacturing, precision machining, and architectural branding solutions. Deliverables include:

• Additive Manufacturing (3D Printing): Industrial FFF/FDM in PLA, PETG, ABS, ASA, TPU flexible elastomers; Stereolithography (SLA/MSLA) in ultra-fine photopolymer engineering resins; Selective Laser Sintering (SLS) in functional PA12 Nylon.
• Subtractive Fabrication (CNC Machining): 3-axis and 5-axis CNC routing and milling across hardwoods, engineered plastics (Delrin/POM, HDPE, Acrylic, Polycarbonate), and non-ferrous aluminum alloys.
• Signage & Commercial Printing: Direct-to-substrate UV flatbed printing, precision laser cutting/engraving, architectural dimensional lettering, storefront awnings, and retail pop-up displays.

Published Manufacturing Tolerances: Unless tighter micron tolerances are explicitly negotiated and confirmed in writing prior to machine execution, all fabrications adhere to standard commercial engineering tolerances:

Inherent Process Characteristics: Microscopic layer striations, print orientation surface grain, and minor support contact witness marks are natural physical attributes of rapid additive manufacturing and do not constitute defective workmanship.

03.Custom Bespoke Goods & Strict No-Return Policy

Because all physical components, rapid prototypes, architectural signage, and machined parts manufactured by X Maker Shift are bespoke, made-to-order, and manufactured to Client-provided CAD geometries (.STL, .STEP, .DXF, .OBJ) and artwork specifications:

Order cancellations requested prior to machine start may be issued a refund minus any design engineering review fees, CAM toolpath preparation, or specialized raw material procurement charges already incurred by Company.

04.Intellectual Property Rights, CAD Ownership & NDA

100% Client Ownership: The Client retains full, exclusive, and unencumbered ownership, title, copyright, and patent rights in and to all 3D CAD files, 2D vector vectors, technical drawings, and trademark branding assets submitted to X Maker Shift.

Confidentiality & NDA Commitment: Brain Solutions LLC and X Maker Shift treat all customer files as strictly confidential technical data under our institutional Non-Disclosure Agreement. We never sell, lease, publicize, reverse-engineer, or share your proprietary CAD models without explicit prior written authorization.

Client Warranties: The Client expressly represents and warrants that:

• The Client holds all legal rights, patent licenses, and copyright authorizations necessary to order fabrication of the uploaded designs.
• The parts manufactured do not violate or misappropriate any third-party trade secret, trademark, copyright, or patent.
• The designs and materials comply with all applicable United States export control laws (including EAR and ITAR regulations).

Prohibited Articles: Company enforces a zero-tolerance policy prohibiting the upload, quoting, or fabrication of firearms, receiver components, regulated weapon parts, dangerous ordnance, or illegal drug paraphernalia. Suspicious weapon models will be reported to appropriate law enforcement authorities.

05.Instant Quotes, Engineering Review & Price Validity

Cost calculations generated through the online Instant Quote Engine are algorithmic estimates based on 3D geometry volume, bounding box, and selected material densities. All online estimates remain subject to Design for Manufacturability (DFM) technical review by our engineering specialists.

If a submitted model reveals critical manufacturability flaws (e.g., sub-millimeter unprintable walls < 0.8 mm, non-manifold topology, extreme overhangs, or inverted polygons requiring custom supports), X Maker Shift reserves the right to adjust pricing or request CAD modifications prior to job confirmation.

Formal quotations issued directly by our studio team are valid for 14 calendar days from issuance, after which raw material commodity pricing may be re-indexed.

06.Invoicing, Payment Terms & Late Interest

Standard Orders: Payment in full via credit card, Stripe, Apple Pay, ACH transfer, or wire transfer is required at checkout before orders are queued for fabrication.

Commercial & Net Credit Accounts: For approved corporate, institutional, and architecture studio partners with credit terms, invoices are payable within 21 calendar days of invoice date (or as specifically agreed upon on the invoice). In the event of late payment:

• Brain Solutions LLC reserves the right to charge fixed late interest at the rate of 1.5% per month (18% per annum), or the maximum legal rate permissible under New York State law, calculated daily on the outstanding balance.
• Company is authorized to suspend ongoing production runs, withhold completed deliverables, or revoke credit terms without prior notification.
• If an invoice remains outstanding more than sixty (60) days after due date, Company reserves the right to assign the debt to a collection agency or legal counsel. The Client shall reimburse all collection costs, court filing fees, and reasonable attorney fees incurred.

Taxes & Source Withholding: All prices are exclusive of applicable state and municipal sales taxes. Invoices must be paid in full without offset, deduction, or withholding for international, federal, or state taxes.

07.Rush Expedited Fabrication (24H - 48H)

Clients requiring emergency turnarounds may select 24-Hour Rush or 48-Hour Expedited service tiers. The rush fee (standard 40% premium) compensates for immediate printer bed preemption, dedicated technician overtime, and priority finishing shifts.

Rush dispatch timelines commence once verified production-ready CAD geometry has been confirmed and payment has cleared. Rush premiums are non-refundable once machine time has been allocated.

08.Delivery, Local NYC Courier & Studio Pickup

Long Island City Studio Pickup: Clients may collect completed orders free of charge at our studio: 31-18 42nd St, Long Island City, NY 11103 during business hours (Mon-Fri 8:00 AM - 8:00 PM). Orders must be retrieved within 30 calendar days of "Ready for Pickup" notice. Items uncollected after 30 days may incur daily storage fees ($10/day) or be recycled without compensation.

NYC Same-Day Courier Delivery: Courier deliveries across Manhattan, Brooklyn, Queens, and the Bronx are dispatched via point-to-point courier. The Client is responsible for providing accurate delivery addresses and ensuring an authorized recipient is present. Additional delivery attempts resulting from recipient absence will be billed at standard courier rates.

Transfer of Risk: Risk of loss or damage to deliverables passes to the Client upon physical handover at studio pickup or upon tender of deliverables to the courier or postal carrier (FOB Origin).

09.Inspection Period, Warranty & Defect Claims

7-Day Inspection Window: The Client must inspect all fabricated items within seven (7) calendar days of physical delivery or studio pickup. Any claim that deliverables fail to meet agreed dimensional specifications or contain manufacturing defects must be submitted in writing within this period.

Claim Submission Procedure: Claims must be submitted via email to [email protected] including: (a) order/invoice number, (b) clear description of non-conformity, (c) high-resolution photographs, and (d) digital caliper/micrometer dimensional measurement logs.

Exclusive Remedy: If a defect caused by manufacturing error exceeding our published tolerances is verified by our quality control engineers, X Maker Shift will, at its sole discretion, either: (1) re-fabricate the non-conforming part at no charge with prioritized scheduling, or (2) issue a store credit or refund for the value of the defective part. This constitutes the Client's sole and exclusive remedy.

10.Disclaimer of Fitness & Engineering Limitation of Liability

Contract Fabrication Disclaimer: Brain Solutions LLC and X Maker Shift operate strictly as a contract fabrication and digital manufacturing service provider. We do not provide licensed professional engineering stamping, structural load testing, or regulatory fitness certifications unless contracted under a separate signed engineering agreement. The Client assumes sole responsibility for determining whether fabricated components are safe, lawful, and structurally suitable for their intended operating environment.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BRAIN SOLUTIONS LLC, X MAKER SHIFT, NOR THEIR MANAGERS, OFFICERS, EMPLOYEES, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, RECALL EXPENSES, DOWNTIME, REPUTATIONAL DAMAGE, OR PROPERTY LOSS), REGARDLESS OF CAUSE AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR NEGLIGENCE).

Aggregate Monetary Cap: UNDER NO CIRCUMSTANCES SHALL COMPANY'S TOTAL AGGREGATE MONETARY LIABILITY ARISING OUT OF OR RELATING TO ANY FABRICATION ORDER EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO COMPANY FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

11.Indemnification

The Client agrees to defend, indemnify, and hold harmless Brain Solutions LLC, X Maker Shift, and their officers, directors, members, employees, and agents from and against all third-party claims, lawsuits, liabilities, damages, fines, and legal expenses (including reasonable attorney fees) arising from: (a) infringement of third-party patents, copyrights, or trademarks resulting from Client-provided CAD models or graphics; (b) product liability or injury claims resulting from structural or design defects in Client's designs; or (c) any unlawful use or deployment of parts manufactured for the Client.