Purchase Order Terms and Conditions

Offer and Acceptance. Our purchase order constitutes our offer to purchase the goods or services described therein at the price indicated, subject to these Terms and Conditions (the “Terms”). Your acknowledgement of our purchase order, or your performance in response thereto, shall constitute your acceptance of our offer, and shall create a binding contract subject to these TermsYour acceptance of our offer to purchase is limited to the terms of our purchase order, including these Terms. We object to the inclusion of any terms or conditions proposed by you that are different from or additional to the terms and conditions of our purchase order, which includes these Terms. Our acceptance of goods or services shall not constitute an assent to any such terms and conditions that you propose, including but not limited to click through agreements. In the event of conflict between standard terms, the conflicting subject matter will be governed by applicable law. 
No variation to these Terms is binding unless expressly agreed in writing and signed by us. Individual written agreements (including specifications/SOWs) prevail over these Terms to the extent of conflict. 

Invoice and Payment. Your invoice shall indicate the purchase order number shown on our purchase order, shall match the amount and description shown on our purchase order, shall be mailed to us to the attention of Accounts Payable immediately after shipment, and shall not be dated earlier than the shipping date shown on our purchase order unless so stated. 

Delivery. Delivery of any goods shipped from within the UK shall be made FCA Buyers Facility (Incoterms 2020) at the point and on the date specified on our purchase order, or on such other date as we may hereafter specify in writing. If goods are to be shipped from outside the UK and the applicable purchase order specifies a delivery term, such term shall be construed in accordance with Incoterms. Unless otherwise specified, all goods shall be physically delivered to our plant in accordance with our instructions. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be yours. Time is of the essence for our purchase order. You will give us prompt written notice of any pending strike or other circumstance reasonably likely to delay shipment or delivery and take all reasonable steps to mitigate delay. Our rights and remedies for delay are without prejudice to our right to procure substitute goods/services and recover any reasonably incurred additional costs. 

Packing and Shipping. All goods are to be suitably packed or otherwise prepared for shipment so as to guarantee safe arrival and to comply with all applicable transport regulations (including ADR/IMDG/IATA as applicable). No charges will be allowed for packing, crating, cartage or delivery unless otherwise stated on our purchase order. Each container must be marked to show order number and delivery address, and itemised packing sheets must accompany each shipment or delivery. Overshipments and early shipments may, at our option, be returned to you at your risk and expense, or be retained by us. 

Inspection. All shipments will be subject to counting, inspection and testing by us, both at your plant and at our premises. Payment will be subject to final inspection at our premises. You will bear all transportation charges, other costs and risk of loss in returning any rejected or otherwise nonconforming goods. Notwithstanding the foregoing, we may elect to retain all or some nonconforming goods and to deduct the cost of remedying such defects from the purchase price. In no event will our payment of all or any part of the purchase price constitute acceptance of, or a waiver of our right to reject, nonconforming goods. 

Our Materials. Unless otherwise expressly stated on our purchase order, title to all models, moulds, dies, tooling, jigs, and special fixtures provided by or paid for by us (Our Materials) is and remains our property. You shall: (a) keep Our Materials segregated, clearly marked as our property, and free from liens and encumbrances; (b) maintain them in good condition at your risk and expense, adequately insured for our benefit; (c) use them only for our orders; and (d) deliver them to us promptly upon demand. We may, on reasonable notice, enter your premises to inspect and, if necessary, recover Our Materials where legally permissible. 

Ownership of Work Product. The items or services on our purchase order may require design work, product development, specification development or other work product. Unless expressly stated to the contrary on our purchase order, all such work product and all know-how relating to such work product are our exclusive property and shall be delivered to us on demand. In no event shall any such work product or any portion thereof be deemed your property, nor shall you exert or attempt to exert any ownership or proprietary interest therein. You shall execute such further assignments and other documents (including but not limited to assignments of copyrights and patents) as we may reasonably request to evidence or perfect our ownership of such work product. 

Confidential Information. As used herein, “Confidential Information” means any information that you acquire from us regarding our present or future products, processes, business practices, customers, assets or other matters, whether or not such information is designated or marked as confidential, excluding any information that is publicly available when provided or thereafter becomes publicly available other than by reason of your breach of this paragraph. You will (i) hold all Confidential Information in the strictest confidence, (ii) not use any Confidential Information other than for the performance of our purchase order, (iii) not release or disclose Confidential Information to any other party at any time, except your employees and contractors requiring such material or information for the performance of our purchase order, (iv) use your best efforts to prevent your employees, your contractors, and your contractors’ employees from using or disclosing Confidential Information to any party except as permitted by this paragraph, and (v) return all Confidential Information to us upon our request following completion or termination of our purchase order. You will be responsible for any breach of the restrictions contained in these Terms by your employees. The provisions of this paragraph shall survive performance or termination of our purchase order and for trade secrets, as long as such information remains a trade secret under the Trade Secrets (Enforcement, etc.) Regulations 2018. 

Certificates of Origin. Providing a certificate of origin for all goods is a material part of your obligations. We may withhold payment or terminate our purchase order if you fail to provide a certificate of origin at least annually and coincident with any change of the point of origin of any goods. On request, and whenever origin changes, you will provide statements on origin and other supporting evidence sufficient for us to claim preferential origin under applicable UK trade agreements, and to comply with customs, export control and sanctions requirements. You will promptly notify us of any change in origin or classification affecting the goods. 

Warranty. All specifications, drawings, and data submitted to you with our purchase order are incorporated therein. You expressly warrant that all goods will (i) be free from defects in material and workmanship, (ii) conform to applicable specifications, drawings, samples, descriptions or other instructions that we have given to you, and (iii) if we have not provided design specifications with respect thereto, be free from defects in design. This warranty shall be in addition to any other warranties that you give us and any statutory rights we have. 

Non-Infringement. You warrant that the goods that you furnish to us do not and will not infringe any valid UK or foreign patent, trademark, copyright or other proprietary right, except to the extent that such infringement necessarily arises from specifications that we provide to you. You shall indemnify, defend and hold us harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any claim that the goods, services or work product infringe any thirdparty intellectual property right, provided that we notify you without undue delay. You shall, at your cost, procure for us the right to continue using the goods/services, or replace/modify them so they become noninfringing without loss of functionality or performance; if not feasible, you shall accept return and refund the price paid and our reasonable related costs. 

Compliance with Law. You represent and warrant that all goods and services comply with all applicable laws, statutes, rules, regulations and orders of England and Wales, Scotland and Northern Ireland, and any other jurisdiction relevant to manufacture, shipment or delivery, including without limitation: UK REACH; UK RoHS; UK WEEE; UKCA/CE marking (as applicable); General Product Safety Regulations 2005 and the Product Safety and Metrology etc. (Amendment etc.) (EU Exit) Regulations 2019; Health and Safety at Work etc. Act 1974; environmental and producer responsibility laws (including packaging and batteries); UK export control and sanctions laws (including the Export Control Order 2008 and OFSI sanctions); the Bribery Act 2010; the Modern Slavery Act 2015; and the Criminal Finances Act 2017. 
Protolabs is an equal opportunity employer, you shall abide by the requirements of The UK Equality Act 2010.  These regulations prohibit discrimination against individuals based on their status as individuals with disabilities, and prohibit discrimination against all individuals based on their age, race, pregnancy and maternity status, gender reassignment, marriage and civil partnership status, religion or belief, sex, or sexual orientation. 

Each party shall perform its obligations hereunder in compliance with all applicable laws, regulations, and other legal requirements, including but not limited to, laws or regulations related to banned or restricted substances, such as RoHS, WEEE, REACH, etc. Supplier shall maintain records of such compliance in accordance with the law and shall provide any documentation as reasonably requested. 

Code of Conduct. We expect you to agree to conduct business in strict legal compliance and with the highest ethical standards. By accepting this purchase order, you and your respective businesses agree to conduct business in a manner that is consistent with and adheres to the principles in our Code of Ethics and Business Conduct, as updated from time to time), and to provide reasonable cooperation and information to verify compliance. 

Data Protection. If you process personal data on our behalf, you shall do so only on our documented instructions and shall enter into a data processing agreement meeting the requirements of Article 28 UK GDPR and the Data Protection Act 2018, including appropriate technical and organisational measures, subprocessor controls, international transfer safeguards, assistance with data subject rights, and prompt breach notification. You shall not process personal data for your own purposes. 

Recalls. You will notify us immediately upon discovery that any goods are, or may be, unsafe or noncompliant, or are the subject of a recall, market withdrawal, or correction. The decision whether to recall or take other corrective action with respect to our products or services shall be ours alone. To the extent that any goods that you provide are recalled or withdrawn or contain material that is recalled or withdrawn, whether voluntarily or as required by law, you shall bear all costs and expenses of such recall, market withdrawal or correction, including but not limited to the costs associated with notifying customers, replacing and shipping such goods, and fulfilling obligations to third parties arising from such recall, withdrawal or correction. You will cooperate fully with us in effecting any recall, market withdrawal, or correction, and communicating with regulatory authorities, customers, users, and the media. 

Hazardous Materials. If any goods constitute or include any material that is hazardous to human health or safety, you shall identify such hazards to us in writing in advance of delivery and provide uptodate safety data sheets compliant with UK REACH/CLP in English, and all required transport documentation. 

Conflict Minerals. Supplier acknowledges there is a regulatory focus on use of tin, tungsten, tantalum and gold, also referred to as “3TG”, that is sourced from areas identified as conflict- affected countries or regions, including the Democratic Republic of the Congo or its adjoining countries. “Conflict Minerals” hereinafter refers to 3TG sourced from conflict-affected regions or any other material designated under applicable laws, rules and regulations. Supplier represents and warrants (1) that is has policies and procedures in place to determine whether materials are free from Conflict Minerals; and (2) that no Conflict Minerals are present in any material supplied to Protolabs. Supplier further represents and warrants that it has established its policies and a due diligence process in conformance with the framework set forth under the Organisation for Economic Cooperation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals. Supplier agrees, at any time upon Protolabs’ reasonable request, to (i) certify in writing Supplier’s compliance with this Section and where our US parent or other customers require specific disclosures (e.g., DoddFrank reporting), you will provide information reasonably requested; (ii) report the use of 3TG in its products; (iii) provide Protolabs information regarding the source of any 3TG (i.e., smelter information); and (iv) cause its sub-suppliers of every tier to provide Supplier and Protolabs with information and cooperation to meet the requirements of the foregoing. Supplier agrees to notify Protolabs promptly upon discovering or having reason to believe that any materials fail to comply with the representations and warranties set forth in this Section. 

AS9100 Supplier Terms. You must maintain a Quality Management Systems that is based on ISO 9001 or AS9100. You must contact us promptly in the event of nonconforming product/material. Approval of nonconforming product/material must be as directed by our Supply Chain Representative. You must notify us of any changes to a manufacturing location, product and/or process and to obtain approval from our authorised Supply Chain Representative. Protolabs, its customers and regulatory authorities retain the right of access to all your facilities involved in this order and to all applicable records. The AS9100 standard requires that you flow-down all applicable customer/regulatory/QMS requirements to sub-tier suppliers (including requirements in the purchasing documents and key characteristics where required). Records related to this transaction will be made available to our customers and regulatory authorities in accordance with contractual or regulatory requirements. The standard also requires that we ensure our suppliers are aware of their contribution to product or service conformity, contribution to product safety, and the importance of ethical behaviour. Any records associated with a Purchase Order must be retained for a period of no less than one (1) year from the date of completion, unless we specify otherwise. We expect 100% on time delivery. If the agreed upon delivery time cannot be met, the appropriate Protolabs Supply Chain Representative must be notified in advance. We require that products provided by you be correct and free of defect per the supplied Purchase Order. We may also require specific actions where timely and/or effective corrective actions to an issue are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, discontinuation of business with you and/or legal action. 

Cancellation. We may cancel our purchase order by notice to you if you breach any obligation thereunder. In addition, we may cancel our purchase order by notice to you without cause at any time prior to delivery of the goods or completion of the services. If we cancel our purchase order without cause, and if the purchase order covers goods that are specially manufactured for us or covers services, we will pay your uncompensated actual costs incurred prior to receipt of our cancellation notice and any costs directly arising from such cancellation. We will make such payment only after you have supplied us with such verification of those costs as we may reasonably request. In no event shall such payment exceed the price specified in our purchase order. Upon receipt of any cancellation notice, you shall take such steps as may be necessary to minimise the costs of cancellation, including but not limited to any steps that we specifically request. Except as set forth in this paragraph, we will have no liability to you on account of any cancellation of our purchase order, whether with or without cause. 

Indemnity. You will indemnify us and hold us harmless from any loss, cost, damage or expense, including attorneys’ fees, arising from any(i) your breach of these Terms or any warranty; (ii) death or personal injury, or damage to property, arising out of or attributable to the goods or services, including defects in design, materials or manufacture; and (iii) your negligence or wilful misconduct, in each case to the extent caused by you or those for whom you are responsible, and not to the extent caused by our negligence or wilful misconduct. 

Subcontracting. You will not delegate or subcontract any of your obligations under our purchase order without our prior written consent. You remain responsible for all acts and omissions of approved subcontractors. 

Insurance. You will maintain such insurance as we reasonably request. Whether or not we request any particular insurance coverage, you will maintain insurance with insurers that you believe to be responsible and reputable in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which you operate. You will provide us with such certificates and other evidence of such insurance as we may reasonably request. 

Taxes. Unless otherwise stated on our purchase order, prices are exclusive of VAT. VAT shall be charged and invoiced in accordance with applicable law. Each party is responsible for taxes based on its own income. Customs duties, import VAT and other charges, and import/export formalities shall be allocated in accordance with the agreed Incoterm. 

Title; Retention of Title. Title to goods shall pass to us upon delivery in accordance with the applicable Incoterm, or upon payment if earlier or required by law, and goods shall be free from any lien, charge or encumbrance. We do not accept any retention of title beyond any simple retention permitted by law. 

Setoff; Assignment. We may setoff or withhold any amounts owed to you against any amounts you owe to us. You may not assign, transfer or charge any of your rights or obligations, or any receivable, without our prior written consent (save for statutory assignments of receivables in accordance with applicable law). Any prohibited assignment is void. 

Force Majeure. Neither party is liable for failure or delay to the extent caused by an event beyond its reasonable control (including acts of God, epidemic/pandemic, war, terrorism, civil unrest, government action, sanctions/export bans, labour disputes not limited to the affected party’s workforce, failure of utilities, and significant cyber incidents), provided it promptly notifies the other party, uses reasonable endeavours to mitigate, and resumes performance as soon as practicable. If a force majeure event continues for more than 30 days, we may terminate the affected purchase order in whole or part without liability. 

Independent Contractor. Your relationship with us is solely that of an independent contractor. The individuals that you assign or engage to provide the goods and services will be your employees. You will be solely responsible for the payment of any compensation and expenses owed to those employees, as well as the payment of employment-related taxes and workers’ compensation insurance. In no event shall our purchase order or these Terms be construed as creating a partnership, joint venture, agency, or fiduciary relationship. 

Definitions; Order of Precedence. As used in these Terms, “Protolabs”, “we,” “us,” and “our” refer to Proto Labs, Ltd., its subsidiaries, affiliates, officers, directors and employees; “Supplier”, “you” and “your” refer to the vendor named on our purchase order; “our purchase order” refers to the purchase order to which these Terms are attached or, if not attached, to the purchase order making reference hereto; and “goods” and “services” refer to the goods and services, respectively, to be provided under our purchase order. The following order of precedence applies in case of conflict: (1) our purchase order (including any agreed specifications/SOWs), (2) these Terms, (3) other referenced documents. Section captions are for convenience only and do not affect interpretation. 

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 in our purchase order and these Terms and Conditions shall be defined, construed and interpreted in the English language. 

Notices. Notices under these Terms shall be in writing and delivered by hand, courier, or email to the addresses specified on the purchase order, and are deemed received on delivery (or, for email, when sent if no bounceback is received and a business day). 

Governing Law and Jurisdiction. These Terms and any noncontractual obligations arising out of or in connection with them are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. 

Miscellaneous. These Terms and our purchase order constitute the parties’ entire understanding with respect to the subject matter hereof. No modification or waiver of any term of this contract shall be binding upon us unless in writing and signed by us. In no event shall our failure or delay to enforce any provision of these Terms or our purchase order be construed as a waiver. The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provisions. 

These Terms and Conditions of Purchase were last revised on 15-09-2025.