Terms and Conditions — ProtoQuote
Seller. As used herein, "Seller" means Proto Labs, Limited (whether trading as "Protomold" or "Firstcut"), a company registered in the United Kingdom.
Offer and Acceptance. This document from Seller contains the entire terms and conditions associated with this transaction. Seller objects to any different or additional terms or conditions contained in any request for quotation, purchase order or other document of the buyer, and no such different or additional terms shall be effective or binding upon Seller unless agreed to in writing and signed by an officer of Seller. If the buyer issues a purchase order or other writing addressing the subject matter of this transaction, that writing shall be for the buyer's internal purposes only and the terms and conditions contained therein shall have no force or effect.
Quotations. A quote is valid only for the 3D CAD model on which it was based. Any change to the 3D CAD model requires an updated quote. Quotes are valid for 30 days, after which pricing may change without notice.
Prices and Terms of Payment. All prices are quoted and all payments shall be made in either GBP or Euro. Payment may be made by Visa, MasterCard or American Express or C.O.D. (where possible). Seller may offer net 30 terms with suitable credit references and history.
Delivery; Title; Risk of Loss. Premium delivery options are subject to review at the time of order. All parts are shipped for deliveries within the European Union, F.O.B. at Seller's facilities in Telford, England. Risk of loss passes to the buyer at the time and place of delivery to the carrier. Title to the goods does not pass to the buyer until full and final payment has been received by the seller.
Taxes, Duties, Etc. The buyer shall pay all duties and sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Seller's taxable income).
Warranties. Seller assumes no responsibility for the design of the goods that are the subject of this transaction. To the extent that Seller's personnel recommend design modifications or provide design analysis, simulation or advice, they do so to help meet the requirements of Seller's own manufacturing process. The buyer retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction.
SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. The buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Seller meet any regulatory requirements or specifications including but not limited to Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) together with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by Seller personnel or specifications provided by Seller regarding materials should be verified by the buyer with the manufacturer of that material.
LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE.
Indemnification. The buyer shall defend, indemnify and hold harmless Seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys' fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) (i) resulting from or arising out of any breach of any representation, warranty or covenant of the buyer or its affiliates hereunder; (ii) if the buyer has supplied Seller with drawings, designs or other specifications for the goods or services, arising out of any assertion that any goods manufactured by Seller (or the act of manufacturing such goods) according to those drawings, designs or other specifications infringe or misappropriate any patent, copyright, trade secret or other proprietary right; (iii) otherwise arising out of or related to this transaction; or It is specifically understood that the buyer shall indemnify and defend Seller and hold Seller harmless from claims that Seller was itself negligent or otherwise at fault. If any action, suit or proceeding is commenced, or any claim, demand or assessment asserted against Seller (or its employees, representatives or agents) which may result in liability with respect to which a party seeks indemnification, then the party shall notify the buyer promptly and the buyer shall have the right at its own expense to assume the entire control of the defence, compromise or settlement. Upon the buyer's request and at the buyer's expense, Seller shall cooperate fully in such defence and make available to the buyer all relevant information under its control.
Force Majeure. Seller shall not be liable for any failure to manufacture, deliver or provide, or for any delay in the manufacture, delivery or provision of, any goods to be provided hereunder if such failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labour difficulties, riots, inability to obtain materials, equipment, labour or transportation, governmental restrictions, serious public health nuisance or any similar cause over which Seller is unable to exercise control.
EU Export Laws. The goods that are the subject of this transaction may be subject to EU export control laws and laws of the country restricting the export and reexport of certain sensitive products and technology where it is delivered or used: the customer must abide by all these laws. Parts may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. By receiving these parts you agree that you are legally responsible for using or distributing these parts in compliance with EU export control laws and that you will comply with these laws, including not selling or distributing the parts to prohibited parties or end users as described in the E.U. export regulations and obtaining all necessary export licenses or approvals that may be required if you sell or export the parts to parties or countries for which a license or approval is required.
US Government Contracts; Arms Sales. The buyer represents and warrants to Seller that the goods that are the subject of this transaction are not the subject of any US government contract and will not be subject to regulations governing international traffic in arms.
Tooling. Due to the proprietary nature of the Seller process, all tooling, fixturing and software developed by Seller are proprietary and are generally not compatible with or transferable to other equipment. Seller retains ownership of the moulds. Notwithstanding any tooling or engineering charges imposed by Seller, all such tooling and software produced by Seller shall be and remain the sole and exclusive property of Seller. However, Seller shall not use custom tooling or software in the production of goods for any other customer of Seller without buyer's express permission. As used in this section, "custom tooling or software" means tooling or software developed specifically for the buyer and for which the buyer is separately charged by Seller.
Governing Law; Jurisdiction. The rights and obligations of Seller and the buyer under this contract shall be governed by the laws of England (without regard to principles of conflict of law). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of England. Seller and the buyer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.