The information and any materials available on or from this website are protected by United States and international copyright laws and are the copyrighted works of Proto Labs, Ltd. Any unauthorised use, copying, redistribution, reproduction, publication or modification of that information or materials may violate federal, state, or international trademark laws, common law, patent laws, and/or United States or international copyright laws and may subject such a violator to legal action
Proto Labs®, ProtoQuote®, Protomold®, FirstQuote®, Firstcut®, and Fineline®, are the registered trademarks of Proto Labs, Ltd. All other Proto Labs brand or product names or logos on this website, including Real Parts. Really Fast™ are the trademarks or registered trademarks of Proto Labs, Ltd. The absence of a brand or product name or logo from this list does not constitute a waiver of any Proto Labs trademark or other intellectual property right concerning that name or logo.
Nothing contained on the website should be construed as granting, by implication, any license or right to use any Trademark displayed on the website without the written permission of Proto Labs, Ltd.
We welcome you to the Proto Labs websites, including protolabs.co.uk, protomold.co.uk, firstcut.eu/gb and the other websites that display these Terms and Conditions of Use (collectively, the “Website”). The Website is operated by Proto Labs, Ltd. ("Proto Labs", "we", or "us"), located at Halesfield 8, Telford, Shropshire TF7 4QN, England.
Through the Website, you can obtain information about our services, request a quotation through our Proto Quote® or First Quote® online quoting tools, place orders for products and receive such other services as we may offer from time to time (collectively the “Services”). Your access to and use of the Website and the Services are subject to the following terms and conditions ("Terms and Conditions") and all applicable laws.
We reserve the right to update or modify these Terms and Conditions at any time, without prior notice, by posting any such revised version of these Terms and Conditions behind the link marked "Terms and Conditions of Use" at the bottom of each page of this Website. Your continued use of the Website after we have posted the revised Terms and Conditions constitutes your agreement to be bound by the revised Terms and Conditions.
Unless otherwise indicated, the Website and Services together with their design, text, content, and other matters related to the Website and Services ("Content") are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) laws, and all rights therein are the property of Proto Labs, or third parties who have granted us permission to use their Content. Except as otherwise provided herein, none of the Content may be used, copied, reproduced, distributed, republished, downloaded, modified, reverse engineered, displayed, posted or transmitted in any form or by any means, without our express prior written permission. We grant you permission to lawfully access and use the Website to upload models, display, download, and archive and print, portions of the Website on a temporary basis for your individual use, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials.
Trademarks and Service Marks
All of Proto Labs’ logos, product names, page headers, custom graphics, button icons, trademarks, service marks and logos appearing on the Website, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Proto Labs (the "Marks"). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Website are the property of their respective owners. You are not authorised to display or use the Marks in any manner without our prior written permission.
The use or misuse of the Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
You represent and warrant that you own or have the right to submit the design, drawing, model or prototype (“Model”) to use through the Website for the purpose of obtaining Services. You hereby grant Proto Labs a non-exclusive, transferable license to copy, modify, and use each Model that you submit through the Website solely for the purpose of providing the Services you have requested.
In the event that You modify contact information related to a Model, You further agree that you: a) are authorised or have authorised a person to modify contact information; b) have accurately entered all such contact information; c) You are solely responsible for the consequences of any errors in the entry of contact information; and d) You are solely responsible for all use of this website by anyone you designate to have access to such Models, including any changes made to Models.
PAYMENT AND FEES
You agree to pay all fees and any other charges incurred by you (including any applicable taxes) for the Services you have requested through the Website in accordance with the ProtoQuote and Order Terms and Conditions of Sale (as applicable).
The Website may contain links to other websites maintained by Proto Labs or unrelated third parties. A link to a third party’s website does not mean that we approve, endorse or accept any responsibility for that website, or the use of products and services available through such website. We do not make any representations, or give any warranties, expressed, implied, or otherwise about third party websites.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENTS, INCLUDING ANY QUOTES PRODUCTS OR SERVICES YOU RECEIVE FROM THIS WEBSITE, WHICH ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO YOUR USE OF THIS WEBSITE INCLUDING ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE SITE. WE DO NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR EMAIL SENT FROM US WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALISED SETTINGS, OR OTHER DATA, INCLUDING WITHOUT LIMITATION ANY MODELS SUBMITTED BY YOU WHEN YOU REQUEST A QUOTE.
The information and all other materials on this Website are provided for general information purposes only and do not constitute professional advice. It is your responsibility to evaluate the accuracy and completeness of all information available on the Website or any website with which they are linked.
EXCLUSION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Proto Labs AND ITS PARENT, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, CONTRACTORS, SUCCESSORS AND ASSIGNS, HEREBY EXCLUDES AND DISCLAIMS LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY (AND ANY OTHER PERSON OR ENTITY WHOSE LIABILITY WOULD OTHERWISE HAVE BEEN LIMITED) FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED FIVE DOLLARS (£5.00).
Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms and Conditions may not apply to you.
You represent that you are at least 18 years old. You agree to provide true, accurate, current and complete information about yourself.
You agree to use the Website in a manner consistent with any and all applicable laws, rules, regulations, and these Terms and Conditions. You agree not to upload or transmit through the Website any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.
Your account, including your user name and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur under your user name or password by you or by anyone else using your user name and password, whether or not authorised by you. You will immediately inform us of any apparent breaches of security such as loss, theft or unauthorised disclosure or use of your username or password (contact us at firstname.lastname@example.org) and until we are so notified you will remain liable for any unauthorised use of your account.
Any unauthorised modification, tampering or change of any information, or any interference with the availability of or access to this Website is strictly prohibited. Proto Labs reserves all rights and remedies available to it. You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand, including legal fees, related to your violation of these Terms and Conditions and your access to and use of the Website.
MODIFICATION AND DISCONTINUATION
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Website (or any portion thereof) with or without notice. We will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.
In the event any provision of these Terms and Conditions is determined to be invalid, such invalidity will not affect the validity of the remaining portions, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. These Terms and Conditions will be governed by and construed under the laws of England, without regard to conflict of law principles. The Website is intended to be accessed only by persons in the European Union. Access to, or use of, this Website may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing the Website. You hereby consent and waive all objection to the exclusive jurisdiction of the courts of England and venue therein to resolve any controversy or claim arising out of or relating to use of the Website. If you have any questions, you may contact us via email at email@example.com, by phone at +44 (0) 1952 683047, by fax at +44 (0) 1952 683048 or by mail at Halesfield 8, Telford, Shropshire, TF7 4QN, England.
Updated: June 1, 2016
WHAT TYPE OF INFORMATION DOES Proto Labs COLLECT?
Information we collect directly from you: We may collect personal information from you or about you when you:
• Obtain a quote for our services,
• Register to receive a product or service on our Websites,
• Request information,
• Subscribe to marketing or promotional materials,
• Respond to promotional campaigns,
• Enter a contest,
• Respond to a survey,
• Explore employment opportunities,
• Visit us at a tradeshow, or
• Request us to act on your instructions
Information we collect when you use our Website or services: Proto Labs Websites, email messages and advertising use “cookies” and other technologies such as web beacons to collect information about you, such as the URL of the website you visited prior to accessing the Websites, what browser you are using, your IP address, or the email you open and/or share. Please refer to our Cookies Policy for further information.
OUR USE OF YOUR INFORMATION
When you provide us with your personal information, we will use it for the purposes for which it was provided. For example, we will use your personal information to fulfil orders that you place through the Websites, to respond to your request for information or assistance, or to provide you with a subscription service. We may use your personal information collected to contact you regarding a quote you have requested, an order that you placed, or services you received. If you provide us with your email address as part of a transaction or promotion through our Websites, or if you opt-in to receive communications from Proto Labs, we may periodically send you information about products and promotions and invite you to participate in surveys or to provide feedback. From time to time, we may also send you information on products or services of third parties we believe would be of interest to you. You may unsubscribe, opt out or choose not to receive promotional materials from us by following the instructions in the e-mail you receive or by notifying us as set out in the instructions below.
We may use information collected from cookies and other technologies to improve the performance of the Websites and provide you a more personalised experience.
We may also use the information we collect from or about you to create and manage your online account, to carry out our obligations or enforce our rights arising from any contracts entered into between you and us, to investigate any fraud or other criminal activity, and/or for any other purpose with your consent.
Blogs/Online Posts. Our Websites may provide blogs and access to online forums for our users to provide online comments and other posts. Any information that you disclose in these forums becomes public information and could be used to send you unsolicited messages or for other purposes. You should exercise caution when deciding to disclose your personal information in these forums.
Testimonials. We provide a choice as to whether a user posts his or her personal information along with testimonial. If you wish to make the request that your testimonial be removed you may contact us at firstname.lastname@example.org. In some cases, we may not be able to remove your testimonial in which case we will let you know if we are unable to do so and why.
Cool Idea Award Submission. If you choose to submit an application for a Cool Idea Award, your submission is subject to the rules posted. We also require you to enter your personal information on the applicable Websites. We use a third party provider to host your submission, including your personal information. Your submission will then be accessed by our Cool Idea judges and Proto Labs authorised personnel. The third party service providers may access your information only for the purpose of providing support for the hosted site. All parties who have access to your submission will be required to maintain your information in confidence and only use the information for the purposes for which it is disclosed.
Social Media and Refer a Friend. Our Websites may include social media features, such as the Facebook “Like” button, or other functionality, such as the “share this” button. These features may collect your IP address or the page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with these features are governed by the privacy statement of the company providing them.
If you choose to use our referral service to tell a friend about our products, services or promotions, we will ask you for your friend's personal information. You should always obtain the consent of your friend before you pass us their personal information. We will send your friend a one-time communication inviting him or her to visit the Websites. Proto Labs does not store this information, except to the extent permitted by law.
SHARING YOUR INFORMATION WITH THIRD PARTIES
Proto Labs may share your personal information with its affiliates, subsidiaries or sales offices worldwide, including in the EU, USA, Japan and elsewhere. Any transfer of your personal information to our affiliates, subsidiaries or sales offices is done in order to meet legal or regulatory obligations or other lawful business purposes.
In order to provide you with the information about our products and services, personal information may occasionally be transferred or shared with third parties who act for or with us, for further processing in accordance with the purposes for which the data was originally collected or for purposes to which you have consented. For example, sometimes a third party may have access to your personal data in order to support our customer relationship management or to handle online job applications, promotional e-mails, or credit card payments on our behalf. In addition, where local law allows, we may share your email address with trusted third parties for sharing information with you about products or services we believe may be of interest to you.
We may also disclose your personal information (i) if Proto Labs is required by law to do so, such as in connection with inquiries or investigations into potentially illegal activities, (ii) in the event of a transfer of ownership of Proto Labs, merger or other similar transaction, (iii) as is necessary for purposes of protecting our operations or users, or (iv) to enforce the terms of any agreement with Proto Labs.
LINKS TO INFORMATION COLLECTED BY THIRD-PARTY WEBSITES
Our Websites may contain links to third-party websites, such as YouTube or Facebook. These third-party websites may collect and transmit information about you and your use of their services, including information that can be used to identify you personally. Proto Labs does not control and is not responsible for the collection practices of these third-party websites. Your decision to use their services is entirely voluntary. You should ensure that you are comfortable with how these third-party websites use and share your information by reviewing their privacy policies and/or modifying your privacy settings directly on those third-party websites before electing to use their services.
INFORMATION SECURITY AND RETENTION
While we endeavour to maintain appropriate measures to protect the security, confidentiality and integrity of your personal information, we cannot guarantee the absolute security of personal information and urge users to take every precaution to protect personal information while using the Internet or transmitting information electronically. We have implemented appropriate security measures designed to protect your personal information from unauthorised access or use. Some of these measures include encryption software, firewalls, and use of Secure Socket Layers (SSL) protocols. We offer a two-step verification process when you access your online account. If a password is used to establish and protect your account(s), it is important for you to protect it against unauthorised access. If your password is compromised, notify our Customer Service department as soon as you become aware of any such event. Please refer to our Contact page for the Customer Service department contact information and hours of operation in each of our local offices. Proto Labs retains your personal information for as long as needed to provide you services. In the event you wish to delete your personal information, please contact us as set forth below. Even after we discontinue using your personal information to provide you services, we still may retain, use and disclose your information as necessary for our internal business purposes or in order to comply with our legal, compliance or other regulatory obligations.
ACCESSING AND UPDATING YOUR INFORMATION
In the event you wish to access your personal information to update or correct this information, you may send an email to email@example.com with your request and Proto Labs will make a good faith effort to promptly process your request.
You can unsubscribe or choose not to receive promotional materials from Proto Labs by following the instructions in the e-mail or other communication you receive from us or by notifying us by e-mail at firstname.lastname@example.org.
This Website is not intended for children under the age of 13. Proto Labs does not knowingly collect, use or disclose personal information from or about visitors under 13 years of age. If you are under the age of 18, you must obtain the consent of your parent or guardian to use this Website and to provide us with your personal information.
WHAT ARE COOKIES?
Cookies are files containing a small amount of data, usually a unique string of letters and numbers. They are commonly used throughout the Internet and are placed on your computer or tablet when you visit a website (including the Proto Labs websites). This allows the website that issued the cookie to recognise your visit from those of other users of the website. You can find more information at www.allaboutcookies.org and www.youronlinechoices.com.
When you enter the Proto Labs websites, we may automatically collect information, where available, about your computer, such as your IP address, operating system and browser type. You do not have to register on our websites before we can collect this type of information. Such information does not by itself identify you personally.
The information collected in cookies is used and analysed to improve the performance of the Proto Labs websites and make it more compatible with the technology used by our visitors’ devices, to customise your experience on the Proto Labs websites, to develop other features of the Proto Labs websites and to provide access to the services you request. Information from cookies and technologies or about website usage is not combined with information about you from any other source.
WHAT TYPES OF COOKIES DO WE USE?
Proto Labs uses the following types of cookies on our websites:
1)Strictly Necessary Cookies: These cookies are essential in order to enable you to move around the Proto Labs websites and use its features, such as accessing secure areas of the websites. Without these cookies, services you have asked for cannot be provided.
2)Performance Cookies: These cookies collect information about how visitors use our Proto Labs websites, for instance which pages visitors go to most often, and allow us to compile statistical reports. This is very important as it allows us to constantly review and improve our sites so that you have a better experience when using them. These cookies don’t collect information that identifies a visitor. All information these cookies collect is aggregated and therefore anonymous.
3)Functionality Cookies: These cookies allow Proto Labs websites to remember choices you make (such as your user name or language preferences) and provide enhanced or more personal features. The information these cookies collect may be anonymised and they cannot track your browsing activity on other websites.
We may work with third party service providers, authorised to place third party cookies on our sites with our permission to help us deliver our advertising or content, and compile anonymous metrics and analytics. We do not permit these service providers to collect any of your personal information.
To opt out of the use of advertising-related cookies, refer to www.youronlinechoices.com. Please note that opting out does not mean you will no longer receive online advertising. It only means that you will no longer receive ads tailored to your preferences and interests.
MANAGING OR DELETING COOKIES
Most internet browsers are initially set up to automatically accept cookies. You can change the privacy settings to block cookies or alert you when cookies are being sent to your device. The help function on most browsers contains instructions on how to set your browsers in order to manage cookies.
Please be aware that if you disable some of the cookies that we use, it may prevent you from using certain functions and features of our websites.
OTHER TRACKING TECHNOLOGIES USED
Web beacons are small bits of code that communicate with third parties and are embedded in web pages, our ads or in emails. We may use web beacons to deliver or communicate with cookies, to count users who have visited a web page, to understand usage patterns or other third party functionality. We also may include web beacons in e-mails to learn if messages have been opened, acted on, or forwarded.
Proto Labs uses a click-through link in some of its email messages. These links are sent to forms or content on Proto Labs website(s). Proto Labs tracks click-through statistics to assist in tracking interest in different topics. If you do not want to be tracked in this way, you should not click text or graphic links in Proto Labs’ emails.
If you have any questions or need further information about our cookies practices, you may contact us via email at email@example.com. If you wish to contact our local offices, please refer to our Contact page for details.
CHANGES TO THIS COOKIES POLICY
We may update or amend our Cookies Policy, from time to time, as we deem necessary. When updates or amendments are made, we will post the revision date at the top of the document. Please consult this Cookies Policy regularly so you remain aware of how Proto Labs Sites are using cookies and other technologies.
Terms and Conditions of Sale – Proto Labs, Inc.
Seller. As used herein, “Seller” means Proto Labs, Limited (company no. 05366160 / VAT No. GB180 9946 67), a UK incorporated company with a registered office at Proto Labs, Halesfield 8, Telford, Shropshire, TF7 4QN.
Proto Labs Quotes. Proto Labs provides a Quote for the Buyer’s part(s) based on a 3D CAD model submitted by Buyer to Seller. Any change to the 3D CAD model requires an updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. Seller reserves the right to correct clerical and other typographical errors in any quotation.Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid Quote provided by Seller, form a legally binding agreement (the “Agreement”) and contain the entire agreement and understanding between Buyer and Seller for the goods and services provided by Seller and supersede any and all other agreements, representations, arrangements and understandings of the parties relating to its subject matter, whether oral or in writing. Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, undertaking, representation or statement made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement, in respect of which its sole remedy shall be for breach of contract. These Terms and Conditions of Sale shall be deemed to have been accepted when the Seller accepts a Quote or issues a purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement in response to Seller’s Quote. This Agreement will govern any orders Seller accepts from Buyer and/or Buyer’s authorized purchasers based on the Quote provided to Buyer. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website or other writing that shall apply, if accepted by Seller, shall be terms regarding the description, price, quantity, and shipping destination for goods produced, and any and all other terms and conditions shall be excluded and deemed inapplicable. After Seller accepts an order, Buyer is responsible for any delivery delays or charges, in addition to the original price, due to a Buyer requested change that is agreed to in writing by Seller. If Seller is unable to accept Buyer’s order it will inform Buyer in writing and will not charge Buyer for the goods. This may be because of unexpected limits on Seller’s resources which Seller could not reasonably plan for or because Seller is unable to meet a delivery deadline specified by Buyer.
Changes to the Goods by Buyer. If Buyer wishes to make a change to the goods Buyer has ordered please contact Seller. Seller will let buyer know if the change is possible. If it is possible Seller will let Buyer know about any changes to the price of the goods, the timing of supply or anything else which would be necessary as a result of Buyer’s requested change and ask Buyer to confirm whether Buyer wishes to go ahead with the change. If Seller cannot make the change or the consequences of making the change are unacceptable to Buyer, Buyer may terminate an order in accordance with the ‘Termination for Convenience’ section below.
Changes to the Goods by Seller. Seller may change the goods to reflect changes in relevant laws and regulatory requirements and/or to implement minor technical adjustments and improvements. Seller may also make any changes agreed in advance as set out in the Quote. If Seller makes any other changes, Seller will notify the Buyer and Buyer may then contact Seller to end the contract before the changes take effect and receive a refund for any goods paid for but not received.
Termination for Convenience. Buyer may terminate an order in whole or in part at any time by written notice to firstname.lastname@example.org effective upon receipt by Seller. In the event of termination, Seller reserves the right to invoice Buyer for all goods produced or services performed prior to receipt of notice of termination as well as for any materials, including resin purchased to make Buyer’s parts which Seller is unable to return. This section shall not limit or affect the Buyer’s right to cancel this order for breach by Seller.
Proto Labs manufactures the goods ordered by the Buyer individually according to the Buyer’s individual specifications and therefore the Buyer has no statutory right of cancellation under consumer protection legislation.
Termination by Seller. Seller may terminate this Agreement in whole or in part at any time by written notice to Buyer if (a) Buyer does not make any payment when it is due and such payment remains outstanding for more than 30 days after Buyer’s notice to Seller; (b) Buyer does not, within a reasonable period of time, provide Seller with information that is necessary for Seller to provide the products; or (c) Buyer does not, within a reasonable time, allow Seller to deliver the products to Buyer or collect them from Seller.
Delivery; Quantity; Title. Goods will be delivered as soon as reasonably possible in accordance with the estimated delivery date set out in the Quote. Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer where this is agreed in a Quote. All parts are shipped FCA (Incoterms 2010) at Seller’s facilities. Title passes to the Buyer at the time and place of delivery to the carrier.
Price and Terms of Payment. All prices are quoted and payments shall be made in British pound sterling or Euro and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated, Value Added Tax or any other sales, excise, or use taxes arising in connection with this transaction (other than taxes based solely on Seller’s taxable income). No discounts are authorised. Payment may be made by Visa, MasterCard, Discover, American Express, or a form of prepayment acceptable to Seller. Upon credit approval, goods or services may be invoiced and all sums are due and payable net-30 from the date of the invoice. To the extent Buyer desires Seller to present invoices or other information electronically via Buyer’s or a third party’s electronic payment website, any costs associated with such access will be borne by Buyer.
Nonconforming Goods. Buyer shall inspect all goods upon delivery by Seller, and should any of the goods be nonconforming goods, Buyer must notify Seller, in writing, within ninety (90) days of delivery of the goods describing the nature of any nonconformity. Seller shall have the right and option to repair or replace any nonconforming goods. Seller shall not have any obligation to repair, replace or otherwise compensate Buyer for nonconforming goods if Buyer fails to notify Seller in writing that goods are nonconforming within ninety (90) days of Seller’s delivery of the goods.
Warranties. Seller assumes no responsibility for the design of the goods that are the subject of this transaction. To the extent Seller’s personnel recommend design modifications or provide design analysis, simulation or advice, they do so only 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. Buyer is solely responsible for ensuring the goods and services purchased from Seller meet applicable regulatory requirements. The Buyer represents and warrants to Seller that no information furnished or to be furnished by the Buyer to Seller constitutes information classified by the U.S. federal government or under local laws as confidential, secret or top secret or similar designation.
Except as expressly set out in this Agreement, all warranties, terms, conditions and undertakings, express or implied are excluded to the fullest extent permitted by law, including but not limited to any warranty of satisfactory quality, fitness for 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 applicable regulatory requirements or specifications including but not limited to Directive -2011/65/EU 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.
Indemnification. Buyer agrees to 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 penalties or any other governmental sanctions of any kind) resulting from or arising out of a breach of any provision of this Agreement or any third party claim for infringement of intellectual property rights, including patent rights, trademarks, copyrights or misuse of trade secrets or confidential information.
Force Majeure. Seller shall not be liable for any failure to perform or delay in performance under this Agreement 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, or any other event beyond Seller’s reasonable control. In the event of any shortage of raw materials or other supplies, Seller may allocate materials and supplies among its buyers in such manner as Seller may determine in its sole discretion, and shall have no liability to the Buyer on account of any delay or cancellation on account thereof.
Tooling. Due to the proprietary nature of Seller’s process, all Tooling is proprietary and is generally not compatible with or transferable to other equipment. Notwithstanding any tooling or engineering charges imposed by Seller, all such Tooling shall be and remain the property of Seller. However, Seller shall not use Custom Tooling in the production of goods for any other buyer of Seller without the Buyer’s express permission. As used in this Agreement, “Tooling” means all Seller proprietary software, processes, procedures, and tooling developed by Seller, for the quoting, analysis, design, automation, and manufacturing of machined parts, injection moulds, injection moulded parts, and 3D printed parts and “Custom Tooling” means tooling, molds, or fixturing developed specifically for the Buyer and for which the Buyer is separately charged by Seller. Seller’s tooling storage policy is such that after a three-year period of inactivity on the Custom Tooling, Seller may destroy the Custom Tooling, in its discretion.
Buyer-Supplied Materials – Plastic Injection Moulding. If Seller agrees to use resin supplied by the Buyer for plastic injection moulding, the Buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its obligations. Seller will not return waste, scrap (including sprues and runners) or de minimis amounts of material. Seller shall not be liable for, and the Buyer shall be obligated to pay any previously negotiated delivery premiums notwithstanding, any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by the Buyer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Seller deems necessary. Seller’s Buyer-supplied material storage policy is such that after one year of inactivity, Seller may destroy the Buyer-supplied material, in its discretion.
Text, Illustrations, and Software Files Provided by Seller. All intellectual property rights to text, illustrations, software files and other materials (“Seller Materials”) provided by Seller to Buyer are retained by Seller. Buyer will not, without prior written approval of Seller (which may be withheld for any reason), remove any of Seller’s markings or change in any way the Materials.
Text, Illustrations, and Software Files Provided by Buyer. Copyright in files, all text, illustrations, software files and other materials (“Buyer Materials”) provided by Buyer to Seller and with the exception of Tooling or Custom Tooling as defined above, any deliverables, designs, or works of authorship in any form, including modifications or derivative works thereof, that may be created or produced for Buyer during the course of Seller’s performance of services shall be deemed the sole property of Buyer and all right, title and interest therein shall be held solely by Buyer.
Country of Origin. Seller makes no country of origin certification under this Agreement unless specifically agreed to in writing. Seller specifically disclaims any “passive” certifications included in any of Buyer’s documents or communications related to this Agreement.
Confidentiality. “Confidential Information” means any information that Buyer discloses to the Seller that is proprietary to the Buyer and not generally known to the public. The Seller will not use any Confidential Information for any purpose except for the purposes of carrying out its obligations pursuant to this Agreement. The Seller will use the same degree of care (but no less than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information as the Seller employs with respect to its own confidential and proprietary information. Upon Buyer’s written request, the Seller will destroy all documents containing or representing Confidential Information and all copies thereof, and erase any such Confidential Information from the Seller’s computer systems except electronic copies that are electronically archived and not readily accessible. If requested by Buyer, Seller will provide written confirmation of such return or destruction and erasure to Buyer.
Export Compliance. Buyer and Seller will comply with all applicable export, restrictions and regulations, including those of any U.S. agency or authority and including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State, and embargo controls administered by the U.S. Department of the Treasury’s Office of Foreign Asset Controls (“OFAC”) with respect to the goods or services that are subject to this Agreement. In order for Seller to conduct appropriate export control checks, the Buyer agrees to identify any export controlled (e.g., ITAR) goods in writing to Seller by the time Buyer accepts a quotation and to provide all pertinent information pertaining to the particular end Buyer, destination and intended use of goods. Seller reserves the right to stop shipping or providing goods if Seller has reason to believe that any shipment or sale of goods may violate any export control law.
Prohibited Purposes. Buyer warrants that the goods that are the subject of this transaction will not be implanted in a human body and are not subject to inspection by any regulatory authorities, including the FAA i. Buyer certifies that its designs (e.g., 3D CAD models) submitted to Seller and the manufacture and delivery of goods according to the Buyer’s design will not yield goods that are in violation of any local firearms laws.
Limitation of liability. In no event shall Seller be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss of any kind. Buyer acknowledges that the estimated and actual fees and charges paid for the services reflect this limitation of liability and allocation of risk. The total aggregate liability of Seller or its suppliers to Buyer under this agreement shall in no event exceed the total sums paid by buyer to Seller for the order giving rise the liability.
Neither party shall be taken to limit or exclude its liability in respect of death or personal injury caused by its negligence, fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987 or any other statutory or other liability that cannot be excluded or limited under UK law. The Seller remains liable for any foreseeable loss and damage caused by the Seller.
Patents. The goods and/or services that are the subject of this quote/order may be quoted and/or produced under one or more of the following US Patents: 6,701,200; 6,836,699; 7,590,466; 7,496,528; 7,123,986; 7,089,082; 7,630,783; 7,299,101; 7,574,339; 7,836,573; 7,840,443; 7,957,830; 8,140,401; 8,295,971; 8,239,284; 8,745,517.
Data Protection: The Seller will use the personal information provided by the Buyer:
a)to supply the products to the Buyer;
b)to process the Buyer’s payment; and
c)if agreed with the Buyer during the order process, to give the Buyer information about similar products. This may be stopped at any time by the Buyer contacting the Seller at email@example.com.
Miscellaneous. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of this Agreement. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction The parties agree to the exclusive jurisdiction of the English courts for all purposes relating to the Agreement and any dispute or claim brought in relation to it. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the benefit of any term of this Agreement.
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.
Proto Labs Rev 09-2016
In these conditions:
(a) “Company” means Proto Labs, Limited; (b) “seller” means the person who agrees to sell the Goods to Company; (c) “the Goods” means any and all goods of whatever nature to be delivered to Company by Seller under the Contract; and (d) “the Contract” means the contract formed by Company's purchase order and Seller's acceptance thereof on these Conditions.
1. FORMATION OF CONTRACT:
All sales to Company will be subject to these Conditions and the provisions set out in Company's written purchase order. No other items, representations, warranties or statements shall be binding on Company and oral orders shall not be binding unless confirmed in writing. These conditions may be varied expressly in writing by a duly authorised representative of Company but not otherwise. Any terms set out in Seller's documentation shall be disregarded and inapplicable. Without prejudice to any prior acceptance, express or implied, delivery of the Goods to Company shall constitute acceptance of these Conditions by Seller.
(i) Goods shall be ready for shipment on the date or in accordance with the flow rate specified in the order and Seller shall ship Goods without delay. It is also critical that all proofs, drafts and samples of the Goods, whether to be supplied under the Contract or under a separate sample purchase order, be received on the specified date. If delivery is delayed for any cause or if any delay is anticipated, Seller shall report such fact to Company immediately.
(ii) Except where otherwise agreed in writing, Seller shall deliver the Goods to the delivery address specified by Company, in its order or thereafter, and shall bear all transport costs to such address.
The Goods shall be suitably packed in non-returnable packaging so as to avoid damage, destruction or theft in transit and, where Company is to bear transport costs, to secure the lowest transportation rates. Where applicable each consignment shall be accompanied by a consignment note or a packaging sheet showing quantity, order number and contents.
(c) Title and Risk:
Title and Risk of loss or damage to the Goods shall pass to Company on receipt by Company at the specified delivery address. Any risk of loss or damage prior to such time shall be born solely by Seller.
(d) Quality, Inspection and Acceptance:
(i) All Goods shall be of first class quality and will be subject to inspection and testing by Company. Inspection will normally take place within 10 working days of receipt and Company will in no circumstances be deemed to have accepted the Goods prior to inspection. Any Goods which do not comply with the requirements of the Contract in all respects may be rejected. Inspection or failure to inspect or payment for Goods by Company shall not affect its right to reject any Goods which are subject to hidden defects or any other rights to claim under the Contract.
(ii) Rejected Goods will be held and returned at Seller's risk and expense.
(iii) If Goods are rejected, Seller will at Company's option either credit or reimburse Company. Seller shall only replace rejected Goods if so instructed in writing by Company.
(iv) Any rejection or termination by Company hereunder and any acceptance of credit, reimbursement or replacement by Company shall be without prejudice to Company's other rights in respect or the defect or other failure of the Goods to comply with the requirements of the Contract.
(e) Conflict Minerals:
(i) Seller acknowledges there is a regulatory focus on use of minerals sourced from areas identified as conflict regions, including the Democratic Republic of the Congo (“DRC”) and Central Africa. Metals that have been identified of interest from these regions include gold (Au), tantalum (Ta), tungsten (W) and tin (Sn), and are termed (“Conflict Minerals”) as stated in Section 1502 of the United States, Dodd-Frank Wall Street Reform and Customer Protection Act and Securities Exchange Commission’s regulations implanting the Act (codified at 17 C.F.R. Parts 240 and 249b) (the “Rule”).
(ii) Seller agrees to assist Company with any requests for information, certifications, or other such similar documents as Company may reasonably request to ensure materials purchased from Seller complies with this section. Seller agrees to notify Company promptly upon discovering or having reason to believe that any materials fail to comply with the representation and warranty stated below in this Section.
(iii)Seller represents and warrants that no Conflict Minerals that originated in the DRC or an adjoining country are present in any material sold to Company. For purposes of making such representation and warranty, Seller will use procedures that meet the reasonable country of origin inquiry described in the Rule and the relevant best practices developed by industry. Seller will indemnify, defend, and hold Company, its subsidiaries and their respective officers, directors, employees, agents, successors, harmless from and against any and all claims, damages, losses, and liability costs and expenses (including reasonable attorneys’ fees) which arise out of any materials actual or alleged Conflict Minerals content or Seller’s noncompliance with this section.
3. PAYMENT AND PRICE:
(a) Invoices and accounts must be sent to the address specified, on the order or otherwise, by Company or, failing such specified address, to:- Accounts Department, Proto Labs, Limited, Halesfield 8, Telford, Shropshire TF7 4QN. And must quote Order Number and delivery note number where applicable.
(b) Goods received will be invoiced on or after the date of receipt and will be paid 60 days following the month during which the invoice is dated.
4. COPYRIGHT AND CONFIDENTIALITY:
(a) Seller shall not without the prior written consent of Company disclose the existence or terms of any order or contract with Company or reproduce, disclose or use any information contained therein or any confidential information relating to Company's business or affairs.
(b) Designs, patterns, specifications, drawings and any other items delivered or communicated to Seller shall remain the property of Company, shall be used only in the performance of obligations to Company and shall be returned to Company on demand. Copyright in any designs, patterns, specifications, photographs, drawings or other items developed or provided by Company or developed or provided by Seller for Company on Company's instructions or developed by Seller pursuant to the Contract shall belong to and remain the sole property of Company and Company shall be entitled to copyright immediately it arises. Seller will do all acts and execute all documents as may be necessary to vest full right title and interest in any copyright in Company.
5. INDEMNITY BY SELLER:
Seller shall indemnify Company against all claims, damages, expenses and losses (including loss of profits) arising directly, indirectly or consequentially out of:
(a) any infringement or alleged infringement of any trademark, letters, patent, copyright or other rights of any third party arising out of any action of Seller or the use or publication of the Goods for any purpose.
(b) any failure of the Goods or Seller to comply with the Contract in all respects and any damage or injury caused by Seller, its agents, subcontractors or employees and any damage or injury caused to Seller's subcontractors or employees except as a result solely of Company's gross negligence. Seller agrees on the written request of Company to undertake, at Seller's expense, the defence of any claims or actions in respect of any of the above matters.
Without prejudice to any other provisions of these Conditions or any other rights of Company, Company may without any liability whatsoever to Seller terminate any Contract under which Goods are provided on a regular or continuing basis by 30 days' prior written notice. In addition, any undelivered part of the Contract may be terminated by Company forthwith in the event of any breach by Seller of the Contract or of any other contract with Company or if Seller becomes bankrupt, goes into liquidation, has a receiver or manager appointed, makes any composition or arrangement with its creditors generally or is unable to pay its debts as they fall due.
7. FORCE MAJEURE:
Company shall not be liable for any delay or failure to take delivery of any Goods caused by any event beyond its reasonable control. Seller shall arrange suitable storage and insurance for any such Goods. Without prejudice to any other rights of Company, if Company is delayed or prevented by any such matter from utilizing the Goods covered by any Contract at the time, and for the purpose intended by Company, Company at its option, without any liability whatsoever to Seller, may terminate the Contract or reduce the quantities of Goods to be supplied by notice to Seller in respect of such Goods as have not yet been delivered; alternatively Company may extend the delivery period to such dates as may be considered appropriate by Company.
No relaxation forbearance delay or indulgence by Company in enforcing any of the terms and conditions of any Contract or granting of time by Company to Seller shall prejudice, affect or restrict the rights and powers of Company, nor shall any waiver by Company of any breach operate as a waiver of any subsequent or continuing breach. No waiver shall be binding on Company unless in writing signed by its duly authorized representative.
If any of these Conditions or any other provisions of any Contract shall be held to be invalid in whole or in part by any court or other competent authority, the remainder of the Conditions and the Contract and of the provision affected shall remain in full force and effect.
10. LAW AND JURISDICTION:
All contracts shall be governed by and constructed in accordance with the law of England to the exclusion of any conflicting usage of the trade, and the parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute or difference relating to any Contract. However Company may at its option bring any such dispute or difference before any other court having jurisdiction.
11.(a) All machinery and machine components to be supplied to Company shall satisfy the relevant essential health and safety requirements as laid down in the European Community's Council Directive 89/392 of 14 June 1989 on the approximation of the laws of the Member States relating to machinery, as amended, and in particular Annex l thereof.
(b) In the event of non-compatibility of machinery and machine components, as referred to under paragraph (a), or be supplied to Company, Company reserves the right to rescind the purchase order and/or contract by serving notice to the supplier. In the event of non-compatibility of machinery already delivered Company reserves its right to rescind the contract within a period of 60 days following the delivery of the product concerned and to send the goods back to the seller at no cost to Company and irrespective of whether payment has been made.