Protoquote
Terms and Conditions of Sale – Protolabs Europe B.V.
Seller. These general terms and conditions of sale (the "Terms and Conditions") apply to any purchase of goods and services ("Goods") by a customer ("Buyer") from Protolabs Europe B.V., having its place of business at Danzigerkade 23A, 1013 AP, Amsterdam, The Netherlands ("Seller"). All additional terms, guidelines, and rules, including Seller’s Privacy Policy, and Seller’s Terms of Use, are incorporated by reference into these Terms and Conditions.
Protolabs Quotes. Protolabs provides a Quote (“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. Buyer understands and agrees that 2D technical drawings will prevail over 3D CAD models only as specifically agreed in the underlying Quote. Seller is not responsible for discrepancies between 3D CAD data and 2D technical drawings. If an order includes threads or specific tolerances, it is Buyer’s responsibility to provide a technical drawing with the relevant specifications, and to ensure to indicate this in the quotation request and to check if this is reflected correctly in the Quote.
Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid Quote, form a legally binding agreement (the “Agreement”) and contains the entire understanding between Buyer and Seller for the Goods and services provided by Seller and supersede any and all other agreements, representations and understandings of the parties, if any, 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 shall be deemed to have been accepted when the Buyer 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. These Terms and Conditions 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.
Buyer is responsible to ensure that all information provided in a quotation request or Order is accurate and complete and the specifications for Buyer’s Order are in accordance with any instructions of Seller and take into account all manufacturing and other limitations as specified by Seller on its website, including its manufacturing standards or design guidelines or as otherwise made available to Buyer.
Seller is under no obligation to accept an Order and can reject any Order at its sole discretion before it has accepted the Order. Orders are deemed accepted by Seller only if expressly confirmed by Seller in writing. 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, for example, 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 Order by Buyer. If Buyer wishes to make a change to the Order after the Order is accepted Buyer must contact Seller. Seller will confirm if the change is possible. If it is possible Seller will inform Buyer about any impact to the price of the Goods, expected delivery date or any additional consequence that might be expected as a result of Buyer’s requested change. Buyer shall to confirm whether Buyer wishes to proceed with the change, considering the described impacts. If Seller is unable to procces the requested change or if the consequences of making such change are unacceptable to Buyer, Buyer may terminate an order in accordance with the ‘Termination for Convenience’ section below. The same process applies for additional requirements or quality documentation not requested at the time of the placement of the Order.
Termination for Convenience. Buyer may terminate an Order in whole or in part at any time by written notice to [email protected] effective upon receipt by Seller. Seller manufactures the Goods ordered by the Buyer according to the Buyer’s individual specifications (made to order) and therefore the Buyer has no statutory right of cancellation without costs. 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 used or purchased to make Buyer’s parts. This section shall not limit or affect the Buyer’s right to cancel this order for breach by Seller.
Termination by Seller. Seller may terminate an Order in whole or in part at any time by written notice to Buyer if Buyer: (a) is declared bankrupt, are granted a (temporary) moratorium on payment of Buyer’s debts, if Buyer has filed a petition for bankruptcy or if a receiver is appointed for Buyer; (b) Buyer goes into liquidation or there is a threat of suspension of payments; (c) Buyer ceases, or threatens to cease, to carry on Buyer’s business; (d) Buyer or Buyer’s representatives makes any libelous or slanderous statement, or are hostile or abusive against Seller, its employees or its representatives; (e) Buyer breaches these Terms and Conditions; (f) Buyer does not make any payment when it is due and such payment remains outstanding for more than 30 days after Seller’s notice to Buyer; (g) Buyer does not, within a reasonable period of time, provide Seller with information that is necessary for Seller to provide the products; or (h) Buyer does not, within a reasonable time, allow Seller to deliver the products to Buyer or collect them from Seller. Upon termination pursuant to this section, Seller shall not have any liability for or obligation to deliver the Goods. Any amounts that Buyer paid Seller are nonrefundable, and any amounts that Buyer still owes Seller under the Order become immediately due and payable in full.
Subcontracting. Buyer acknowledges and agrees that Seller may utilize subcontractors in order to process and manufacture the Order. As such, Buyer acknowledges and agrees that Seller may share Buyer’s CAD file and specifications with Buyer’s partners in order to process and manufacture the Order. Buyer understands and agrees that if Buyer orders through Seller’s Network (“Network”), Seller will use its worldwide vetted network of subcontractors to fulfil Buyer’s Order (“Maufacturing Partners”). Seller remains responsible visàvis Buyer for the performance of any subcontractor.
Delivery; Quantity; Title. Seller will use commercially reasonable efforts to ship an Order on the agreed upon dates. Any stated delivery time represents Seller’s intended or typical delivery time, but actual delivery times may vary. Seller accepts no liability for delays in the delivery or shipment of Orders and/or any damage or loss caused as result of such delays. Seller’s failure to meet a shipping date or delivery period shall not constitute a breach of the Order or these Terms and Conditions.
Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer.
For Factory (“Factory”) (defined as EU and UK domestic locations) orders, all parts are shipped by Seller DPA (Incoterms 2020) at Buyer’s facilities, unless Buyer choses to use its own carrier, in which case FCA will apply. Title passes to the Buyer at the time and place of delivery/handover to carrier. If Buyer orders through Seller’s Network all parts are shipped DAP (Incoterms 2020) at Buyer’s location.
Price and Terms of Payment All payments shall be made in the currency indicated in the Quote and and are exclusive of freight, shipping, special packaging or handling, duties, Value Added Tax or any other sales, excise, use or other taxes arising in connection with the transaction (other than taxes based solely on Seller’s taxable income), unless specifically stated. No discounts are authorised. Payment may be made by credit card, bank transfer or any other form of prepayment acceptable to Seller. Upon credit approval, Goods or services may be invoiced and all sums are due and payable according to the terms of the invoice.
Seller may require an advance payment before it fulfils Buyer's Order. Seller is not responsible for any delay in carrying out Buyer’s Order caused by Buyer’s delay in making payments.
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. Buyer will be responsible for any amounts incurred by Seller in the collection of past due amounts owed including, but not limited to, collection costs, filing fees and reasonable attorneys’ fees.
In the event of relevant changes to cost price factors, Seller reserves the right to revise the price provided on the Quote and pass on such additional costs to Buyer. Buyer will have the right to reject the revised price, in which case the order will be cancelled.
If special packing or shipping instructions are agreed by Seller, Buyer shall be liable for any additional charges incurred by Seller as a consequence thereof, as indicated by Seller.
All amounts due to be paid by Buyer to Seller shall be paid in full and without any deduction.
If any amount due is not paid when it becomes due and payable, Buyer will be responsible for any amounts incurred by Seller in the collection of past due amounts owed including, but not limited to, collection costs, filing fees and reasonable attorneys’ fees.
In addition, Seller may, in the event of any overdue payment, suspend any delivery of Goods to Buyer or prevent Buyer from placing any future Orders until all amounts due are paid.
Tooling Ownership and Storage. Each Quote for injection moulding services indicates a mould life that applies to that Quote. If the Buyer selects "Service life limited" or "prototype", all Custom Tooling and Proprietary Components shall be and remain the property of the 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 long as Seller is making parts for Buyer in Seller’s facility, Seller will maintain Buyer’s Limited Tooling to guarantee production of at least two thousand parts (“shots”) produced. For the avoidance of doubt, nothing in this maintenance warranty obligates the Seller to accept any Order or limits the Seller’s discretion to accept or reject Orders. Subject to the Limited Tooling storage policy below, Seller will, in its discretion, repair or replace worn or damaged Tooling at Seller’s expense until at least two thousand parts have been produced. Seller’s Limited Tooling storage policy is such that after an eighteen (18) month period of inactivity on the Limited Tooling, Seller may destroy the Limited Tooling, giving Buyer at least 30 days’ prior written notice; disposal costs may be charged to Buyer. The Limited Tooling guarantee does not apply to projects accepted on a “best effort” basis as agreed between the parties.
If the Buyer selects "Unlimited service life" or "On-demand manufacturing", all Custom Tooling shall be the property of the Buyer, however reusable Proprietary Components will remain the property of the Seller and all Custom Tooling will remain at Seller’s production facility. As long as Seller is making parts for Buyer in Seller’s facility, Seller shall maintain Buyer’s Unlimited Tooling for the life of the project with no limitation on the number of parts produced. Subject to the Unlimited Tooling storage policy below, Seller will, in its discretion, repair or replace worn or damaged Tooling at Seller’s expense with no limitation on the number of parts produced. For the avoidance of doubt, nothing in this maintenance warranty obligates the Seller to accept any Order or limits the Seller’s discretion to accept or reject Orders. Seller’s Unlimited Tooling storage policy is such that after a three-year period of inactivity on the Unlimited Tooling, Seller may destroy the Unlimited Tooling, giving Buyer at least 30 days’ prior written notice; disposal costs may be charged to Buyer. The Unlimited Tooling guarantee does not apply to projects accepted on a “best effort” basis as agreed between the parties.
If the Buyer selects a Network mould, all Custom Tooling shall be the property of the Buyer, however reusable Proprietary Components will remain the property of the Seller and all Custom Tooling will remain at Seller’s production facility. As long as Seller is making parts for Buyer in Seller’s facility, Seller will maintain Buyer’s Network Tooling for the agreed upon Tool life (as stated in the Quote). Subject to the Network Tooling storage policy below, Seller will, in its discretion, repair or replace worn or damaged Tooling at Seller’s expense with no limitation on the number of parts produced for the agreed upon Tool life. For the avoidance of doubt, nothing in this maintenance warranty obligates the Seller to accept any Order or limits the Seller’s discretion to accept or reject Orders, Seller’s Network Tooling storage policy is such that after a two-year period of inactivity on the Network Tooling, Seller may destroy the Network Tooling, giving Buyer at least 30 days’ prior written notice; disposal costs may be charged to Buyer.
As used in this Agreement, “Custom Tooling” means tooling and moulds developed specifically for the Buyer such as an A-side (cavity) block or insert, a B-side (core) block or insert, cam faces if the Tooling requires side actions, and inserts if the Tooling requires inserts. “Proprietary Components” means all proprietary or reusable components developed by Seller including fixturing, B-Side rails, pillars, insert carrier frames, cam sliders and angle pins, cooling jackets, heating jackets, alignment gimbals, cross-slides and vernier adjusters, setup jigs, sprue bushings, mould locks, reconfigurable ejectors, ejector pin plates and custom cut ejector pins, ejector clamps, shims, wedges, screws and springs or other reusable parts needed to make the Tooling ready for production. Due to the proprietary nature of Seller’s process, Tooling is generally not compatible with or transferable to other equipment.
On-Time Expedited Delivery Guarantee. If Buyer selects an expedited quick-turn option, Seller guarantees the on-time delivery for the date selected. If Seller is unable to meet the selected date, Seller will refund a prorated portion of the expedite fee to reflect the delivery date actually achieved. For instance, if Buyer selects a quick-turn expedite of five business days, but the order actually ships in seven business days, Seller will refund the difference between the 5-day expedite fee and the achieved 7-day expedite fee. The On-Time Expedited Delivery Guarantee does not apply to standard lead times, projects accepted on a “best effort” basis, or limited availability services.
Nonconforming Goods. Buyer shall inspect all Goods immediately 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 Goods agreed between the parties to be nonconforming. Replaced parts become the property of Proto Labs. 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. If after receiving Buyer’s Order Buyer alters the Goods in any way without the prior written consent thereto of Seller, the Goods will be deemed accepted, non-returnable and non- refundable.With regards to batch orders, the inspection period shall restart with the delivery of each respective batch.
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 services, 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 local laws as confidential, secret or top secret or similar designation by any international government.
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, merchantability, fitness for purpose or non-infringement.
Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for the selection or suitability 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. Seller is also not responsible for the fit or assembly of Goods.
Limitation of Liability. In no event shall Seller (or its Manufacturing Partners) be liable for any incidental, indirect, consequential or punitive damages of any kind, goods not being available for use,or for lost revenue or profits or loss of business or other economic loss, whether for breach of any warranty, for breach of any other term or condition, for negligence, on the basis of strict liability, or otherwise. In no event shall Seller (or Seller’s Manufacturing Partners) be liable to Buyer or any third party for any claims, actions, injury, personal injury or death, lost profits, lost data, lost income, loss or damage to property, costs of procurement or substitute products or any direct or indirect, compensatory, consequential, exemplary, incidental, special or punitive damages of any kind, whether for breach of any warranty, for breach of any other term or condition, for negligence, on the basis of strict liability in tort, or otherwise arising out of or relating to parts, tooling, orders, delivery, or otherwise relating these Terms and Conditions.
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 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. The existence of more than one claim will not enlarge this limit. Buyer agrees that Seller’s Manufacturing Partners will have no liability of any kind arising from or relating to these Terms and Conditions.
ANY GOODS OR TOOLING IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SELLER (OR SELLER’S MANUFACTURING PARTNERS) MAKE(S) NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO ANY GOODS OR SERVICES, WHETHER EXPRESS, IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. IF MANDATORY LAW REQUIRES ANY (STATUTORY) WARRANTIES WITH RESPECT TO THE GOODS OR TOOLING, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, the above mentioned limitation of liability may not partially or entirely apply to Buyer. To the extent that any such limitation or exclusion of liability or warranty is circumscribed, it shall be limited to the least extent possible under applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
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, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting from or arising out of Buyer’s use of Seller’s Goods or services, a breach of any provision of this Agreement or any third party claim for infringement of patent rights, trademark, copyrights, regulation violation or misuse of trade secrets or confidential information.
Force Majeure. Seller shall not be liable for any failure to perform under this Agreement if such failure or delay in performance under this Agreement if such failure or delay is caused by acts of God, fire, storm, natural disasters, strikes, pandemics, acts of terrorism, blackouts, labour difficulties, riots, inability to obtain materials, equipment, labour or transportation, embargoes, governmental restrictions, or any other event beyond Seller’s reasonable control. A withdrawal from the E.U. by any Member State of the E.U. will not constitute force majeure for Buyer even if Buyer is located in such Member State.
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.
Nothing in this section will excuse Buyer from Buyer’s payment obligations for amounts due and payable under an Order.
Buyer-Supplied Materials. If Seller agrees to use material supplied by the Buyer, 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.
Buyer Intellectual Property. Buyer shall retain sole ownership of the copyright in files, all text, illustrations, software files and other materials provided by Buyer to Seller as well as of any deliverables, designs, including modifications or derivative works thereof, that may be produced for Buyer during the course of Seller’s performance of services. By providing data to Seller, Buyer grants Seller a non-exclusive, royalty-free, fully paid up, worldwide and transferable right to use, copy, distribute and display the data (including 3D CAD Data and drawings), documentation, drawings and specifications Buyer provides in order for Seller exclusively to be able to produce, ship and sell the Parts to Buyer.
Seller Intellectual Property. Seller retains sole ownership in all proprietary software, processes, and procedures developed by Seller for the quoting, analysis, design, automation, and manufacturing of machined Goods, injection moulds, injection moulded Goods, and 3D printed Goods. Seller retains ownership of the copyright in all text, illustrations or other materials provided by Seller to Buyer in a Quote. Buyer will not, without prior written approval of Seller (which may be withheld for any reason), remove any of Seller’s markings or change Seller’s Intellectual Property in any way.
Buyer is not allowed to use Seller’s trademarks, trade names or any other indications in relation to the Goods, or to publicly make any reference to Seller, whether in press releases, advertisements, sales literature or otherwise, except with Seller’s prior written consent.
Country of Origin. Seller makes no country of origin certification or long term supplier declaration under these Terms and Conditions 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. This restriction will not apply in the event of a legal obligation or duty to disclose the information, or when the information is or becomes (publicly) known or is independently developed by Seller, its employees or its contractors without the use of such information, or if the information is disclosed to Seller by a third party.
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 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 goods in writing to Seller 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.
Buyer understands that Seller does not accept Export Controlled Data through Seller’s Network. “Export Controlled Data” is defined as data which is controlled for export under EU/UK law. Buyer understands that by selecting orders to be fulfilled through Seller’s Network, Buyer is exporting data to another country. Seller’s Network maintains operations outside of the EU and the UK, employs non-EU/UK persons, and has non-EU/UK manufacturing partners.
Buyer certifies that Buyer understands that it is Buyer’s responsibility to determine and provide the appropriate export classification for the products and related technology and software to be provided to Seller and to comply with prohibition on Export Controlled Data provided herein. Seller relies entirely on Buyer to provide accurate information for purposes of compliance with applicable export control laws. The export classification indicates whether the product and related technologies are controlled, the relevant jurisdiction or jurisdictions, when an export license is required, and whether the product and technology qualify for a license exception. An incorrect classification could result in export control violations, which could in turn lead to significant fines and other sanctions.
Buyer represents and warrants that Buyer will not directly or indirectly, (1) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Seller to any destination or entity, or person prohibited by the laws or regulations of the EU, any Member State, the UK and/or Buyer’s local jurisdiction or (2) use Goods for any use prohibited by the laws or regulations of the EU, any Member State, UK, and/or Buyer’s local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Buyer may not use Seller’s services if Buyer is the subject of EU or UK sanctions consistent with EU or UK laws imposed by the governments of the country where Buyer is using Seller’s services.
Prohibited Purposes. Buyer warrants that the Goods that are the subject of this transaction will not be implanted in a human body or is classified under the Medical Devices Regulation or the In Vitro Diagnostics Regulation and therefore subject to EU regulatory controls; and are not subject to FAA inspection. 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 federal firearms laws. If Buyer selects to have its Goods made through the Seller’s Network, Buyer represents and warrants that Buyer’s uploaded data (including 3D CAD data and drawings) and/or Buyer’s order does not contain any weapons. Weapons is broadly defined as (A) firearms, firearm component parts, or ammunition. This includes, but is not limited to, (1) any device which will or is designed to or may readily be converted to expel a projectile by the action of an explosive; (2) any device capable of being concealed on the person from which a shot can be discharged through the energy of an explosive; (3) any component part integral to the safe firing of a projectile by means of an explosive from a device described in (1) or (2); and (4) ammunition including cartridge cases, primers, bullets, or propellent powder designed for use in any firearm. (B) Bladed weapons that might cause bodily harm and any part or component thereof. (C) Explosive devices. (D) Toy guns or other items with arms-like appearance. (E) Arms-related items and/or weapon accessories. (F) Accessories, parts or components to any weapon if that accessory/part/component contributes to the functioning of the weapon and/or attaches to the item.
IF BUYER HAS ANY DOUBT WHETHER BUYER’S DATA (INCLUDING 3D CAD DATA AND DRAWINGS) BUYER’S ORDER AND/OR THE PRODUCTION, SHIPPING, SALE AND USE OF THE PARTS OR TOOLING BY SELLER IS PERMITTED UNDER SELLER’S CONTENT POLICY, DO NOT UPLOAD BUYER’S DATA.
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 . Each party acts as an independent controller for the business contact and order data it receives in connection with this Agreement and will comply with applicable data protection laws, including the EU GDPR (and, where relevant, UK GDPR). Seller may share such data with its affiliates, service providers, and manufacturing/logistics partners (including through Seller’s Network) solely to quote, manufacture, ship, invoice, provide support, conduct export/sanctions screening, and comply with legal obligations (including einvoicing). Data may be processed outside the EEA/UK; Seller will ensure an adequate transfer mechanism (such as an adequacy decision or the EU Standard Contractual Clauses) and appropriate security measures. Each party will keep such data secure, notify the other without undue delay of any personal data breach where required by law, and reasonably cooperate on datasubject requests. Seller retains personal data only as long as necessary for these purposes and applicable legal retention. Buyer will not include personal data in technical files (e.g., CAD/drawings) unless strictly necessary to perform the Agreement. Further details are in Seller’s Privacy Notice, and queries may be sent to [email protected].
No severabiliy. 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.
No waiver. A waiver by Seller of any right or remedy under these Terms and Conditions shall only be effective if it is in writing, executed by a duly authorized representative of Seller’s and shall apply only to the circumstances for which it is given. Seller’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
Non-exclusivity. The contractual relationship is non-exclusive. Each party is free to contract with other third parties subject to its obligations under these Terms and Conditions. Buyer agrees that nothing (including reviewing Buyer’s files and/or Quote) will preclude Seller from manufacturing other parts or working with other companies, whether or not those companies or parts are substantially similar to, or competitive with, Buyer’s files, Goods or Order and/or the services that Seller provides to Buyer.
B2B. Seller’s website, apps, products, and services are designed for businesses and their representatives. Seller does not target consumers – individuals who seek to use Seller’s products and services for their personal or household purposes. If, contrary to this section, these Terms and Conditions are used in a situation in which Buyer is a consumer and not a professional customer, some terms and conditions will not apply to Buyer. In this case these Terms and Conditions are applicable to the extent permitted by applicable consumer law; Buyer’s rights under these laws are not affected or limited by these Terms and Conditions. Because Buyer’s Goods are custom, made to order, no right (statutory or otherwise) of withdrawal or cancellation applies.
Assignment. Orders and this Agreement, including Buyer’s rights and obligations therein, may not be assigned, subcontracted, delegated, or otherwise transferred by Buyer without Seller’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Seller may freely assign any Order or this Agreement. The terms and conditions set forth in any Order or this Agreement shall be binding upon assignees.
Communication. The communications between Buyer and Seller use electronic means, whether Buyer uses Seller’s website or send Seller emails, or whether Seller posts notices on Seller’s website or communicates with Buyer via email. For contractual purposes, Buyer (a) consent to receive communications from Seller in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Seller provide to Buyer electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Buyer’s non-waivable rights.
Governing Law and Exclusive Forum. 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 the Netherlands. 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 courts located in Amsterdam, the Netherlands 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.
Protolabs Rev 07-2026