Legal

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, Inc. Any unauthorized 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, Inc. 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, Inc. 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, Inc.

We welcome you to the Proto Labs websites, including protolabs.com, protomold.com, firstcut.com and the other websites that display these Terms and Conditions of Use (collectively, the “Website”). The Website is operated by Proto Labs, Inc. ("Proto Labs", "we", or "us"), located at 5540 Pioneer Creek Drive, Maple Plain, Minnesota 55359. 

SERVICES
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.

YOUR CONSENT
Please take a few minutes to review these Terms and Conditions before using the Website. Your use of the Website is conditioned upon your acceptance of and compliance with these Terms and Conditions, the Online Privacy Policy, the ProtoQuote and Order Terms and Conditions of Sale (as applicable) and other notices and “click through” agreements that we may establish and post from time to time, all of which are hereby incorporated by reference. By visiting or browsing our Website, or using the Services, you accept, without limitation or qualification, these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not access or use the Website or the Services.

MODIFICATIONS
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.

OWNERSHIP
Content
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 authorized 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. Quotations and goods or services produced may be covered by 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.

Your Models
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 authorized or have authorized 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).

HYPERLINK DISCLAIMER
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.

DISCLAIMERS
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, PERSONALIZED 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. 

YOUR OBLIGATIONS
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 authorized by you. You will immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password (contact us at customerservice@protolabs.com) and until we are so notified you will remain liable for any unauthorized use of your account.

Any unauthorized 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.

GENERAL
These Terms and Conditions, together with our Online Privacy Policy, the ProtoQuote and Order Terms and Conditions of Sale (as applicable), and all other click through agreements you may enter into, which are expressly incorporated herein, contain the entire understanding between you and us with respect to use of the Website. Our failure to enforce any provision of these Terms and Conditions will not be deemed a waiver of such provision nor of the right to enforce such provision. 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 the State of Minnesota in the United States of America, without regard to conflict of law principles. The Website is intended to be accessed only by persons in the United States and Canada. 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 federal and state courts in the State of Minnesota 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 info@protolabs.com, by phone at 877.479.3680, by fax at 763.479.2679 or by mail at 5540 Pioneer Creek Drive, Maple Plain, MN 55359 . 

These Terms of Use were last revised on March 17, 2014.

Updated May, 2018

This Privacy Notice (the “notice”) sets out how we, Proto Labs, Inc. and each of its local and international subsidiaries, business units and sales offices from time to time (Group, we, us, our) process the personal data of individuals (each a “User”, “you”, “your”) who contact us or who use our websites, services, programs, content and related features (collectively, the “Services”) or who visit us at trade shows, events or at our premises.

If you have any questions about this Notice, please contact us by email at privacy@protolabs.com. If you wish to contact our local offices, please refer to our Contact page for details.

This notice, together with our Conditions of Use and any other documents referred to in these documents, set out our views and practices regarding your personal data and how we will treat it. Please read these documents carefully. By visiting our website or using our Services, you acknowledge the processing described in this Notice, our Conditions of Use and related documents.

Our Services are not intended for children under the age of 13. We do not knowingly collect, use or disclose personal data 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 our Services and to provide us with your personal data.

This version of our privacy notice was published in May 2018.


What are personal data?

Personal data” means any information relating to an identified or identifiable natural person, known as ‘data subject’, who can be identified directly or indirectly; it may include name, address, email address, phone number, IP address, location data, cookies, call recording and similar information. It may also include “special categories of personal data” such as racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a data subject, data concerning health or data concerning a natural person's sex life or sexual orientation.


What personal data do we process?

We may process the following personal data:

  • Information provided by you. You may give us information about you by filling in forms such as the contact form on our website, subscribing to Services, requesting a quote, ordering a product, entering a contest, responding to a promotional campaign, responding to a survey, making applications in respect of job postings, uploading information, corresponding with us by e-mail, phone or otherwise. This information may include your name, email address, billing address, shipping address, phone number, position and place of employment, payment information, the content of any email you send to us and similar information.
  • Information about others. You may also provide to us personal data relating to third parties, such as people who you work with, the person who pays for your orders, your friend if you use our referral service to tell a friend about our products, services or promotions, and other individuals.
  • Information about your device.With regard to each of your visits to our website we may collect technical information about your device such as IP address, operating system, browser, time zone setting, the Internet address of the website from which you linked directly to our website, URL clickstream data, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page.
  • Information from third party sources. This may include information received from credit reference agencies, shipping companies, our service providers and other third parties.

Generally, you are under no obligation to provide this information, but without it, we may be unable to provide you with some of our Services. Some personal data will be mandatory in order for us to comply with mandatory client due diligence processes before we are able to provide the Services.

Information about third parties should only be provided if you have demonstrable permission to do so or if the information is available in the public domain.

We will rely on the information provided by you as accurate, complete and up to date and you agree to ensure that this will be the case.

 
How do we use your personal data?

We will only process personal data, in accordance with applicable law, for the following purposes:

  1. responding to your queries, requests and other communications;
  2. providing the Services including our website and related features, sale of products and services, subscriptions and other Services;
  3. enabling suppliers and service providers to carry out certain functions on our behalf in order to provide the Services, including webhosting, data storage, identity verification, technical, logistical and other functions, as applicable;
  4. allowing you to use features on our website, when you choose to do so;
  5. sending you personalised marketing communications as permitted by law or as requested by you. You have the right to unsubscribe by email to marketing@protolabs.com;
  6. serving personalised advertising to your devices, based on your interests in accordance with our Cookie Statement below. You have the right to disable cookies as set out below;
  7. publishing marketing materials, such as User testimonials. If you wish to make the request that your testimonial be removed you may contact us at marketing@protolabs.com;
  8. operating contests, such as our Cool Idea Award Submission. Your submission and your personal data will be accessed by our Cool Idea judges and authorised personnel;
  9. connecting you to third party features, such as social media. 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;
  10. contacting third parties, such as sending a friend referred by you a one-time invitation;
  11. ensuring the security of our business and preventing and detecting fraud;
  12. administering our business, including complaints resolution, troubleshooting of our website, data analysis, quality control, staff training, testing of new features, research, statistical and survey purposes;
  13. developing and improving our Services; and
  14. complying with applicable law, including in response to a lawful request from a court or regulatory body.

The legal basis for our processing of personal data for the purposes described above will typically include: 

  • processing necessary to fulfill a contract that we have in place with you or other data subjects, such as processing for the purposes set out in paragraphs a), b), c), d) and j);
  • your consent, such as processing for the purposes set out in paragraphs e), f), g), h) and j);
  • processing necessary for our or a third party’s legitimate interests, such as processing for the purposes set out in paragraphs a), b), c), d), g), i), j),k), l) and m), which is carried out on the basis of our legitimate interests to ensure that Services are properly provided, ensure the security of our business and our Users and for the proper administration and development of our business;
  • processing necessary for compliance with a legal obligation to which we are subject, such as processing for the purposes set out in paragraph n); and
  • other applicable legal grounds.


Cookie Statement

 What exactly are cookies? In order to collect the information including personal data as described in this Notice, we may use cookies and similar technology on our website. A cookie is a small piece of information which is sent to your browser and stored on your computer’s hard drive, mobile phone or other device. Cookies can be first party, i.e. cookies that the website you are visiting places on your device, or third party cookies, i.e. cookies placed on your device through the website but by third parties, such as, Google. For more information please visit www.allaboutcookies.org.

The cookies placed on our website. For example, we may use the following cookies on our website:

  • Strictly necessary cookies. These cookies are essential in order to enable you to move around our website and use its features. Without these cookies, Services you have asked for cannot be provided. They are deleted when you close the browser. These are first party cookies.
  • Performance cookies. These cookies collect information in an anonymous form about how visitors use our website. They allow us to recognise and count the number of visitors and to see how visitors move around the website when they are using it and the approximate regions that they are visiting from. These are first party cookies. For example, this website uses Google Analytics to help analyze how Users use the website. The information generated by the cookie about your use of the website (including IP address) is transmitted to Google. This information is then used to evaluate Users’ use of the website and to compile statistical reports on website activity for the Group.
  • Functionality cookies. These cookies allow our website to remember choices you make (such as your user name, language or the region you are in, if applicable) and provide enhanced, more personal features. The information these cookies collect may be anonymised and they cannot track your browsing activity on other websites. These are first party cookies.
  • Targeting or advertising cookies. These cookies allow us and our advertisers to deliver information more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of advertising campaigns. They remember that you have visited our website and may help us in compiling your profile. These are persistent cookies which will be kept on your device until their expiration or earlier manual deletion.
  • Social Media cookies. These cookies allow you to connect with social media networks such as Facebook, twitter, LinkedIn and Google+. These are persistent cookies which will be kept on your device until their expiration or earlier manual deletion.
  • Other cookies and similar technologies from time to time.

We may combine information from these types of cookies and technologies with information about you from other sources.

Cookie consent and opting out. By using our Services, we assume that you are happy to have us place cookies on your device. Most Internet browsers automatically accept cookies. However, if you, or another user of your device, wish to withdraw your consent at any time, you have the ability to accept or decline cookies by modifying your browser setting. Learn how to disable cookies for your browser here. If you choose to decline cookies, you may not be able to fully experience the interactive features of our website, our platforms and Services.

You may also opt-out from third party cookies by selecting appropriate options on http://www.youronlinechoices.com/.  

 
Disclosure of personal data

There are circumstances where we may wish to disclose or are compelled to disclose your personal data to third parties. These scenarios include disclosure to:

  • our Group companies worldwide, including in the EU, USA, Japan and elsewhere;
  • our suppliers and service providers to facilitate the provision of the Services, including webhosting, identity verification (in order to verify your identity against public databases), customer services, job application portal, payment platform, analytics, consultants, for example, in order to protect the security or integrity of our business, including our databases and systems and for business continuity reasons;
  • subject to appropriate legal basis such as consent, our advertising and marketing partners who enable us, for example, to deliver personalised ads to your devices or who may contact you by post, email, telephone, SMS or by other means;
  • payer, such as your employer or principal, who pays for our products and services;
  • successor or partner legal entities, on a temporary or permanent basis, for the purposes of a joint venture, collaboration, financing, sale, merger, reorganisation, change of legal form, dissolution or similar event relating to our business. In the case of a merger or sale, your personal data will be permanently transferred to a successor company;
  • public authorities where we are required by law to do so; and
  • other third parties where you have provided your consent.


International transfer of your personal data

We may transfer your personal data to a third party in countries outside the country in which the personal data were originally collected for further processing in accordance with the purposes set out above. In particular, your personal data may be transferred across our group of companies in the US and other countries. Where this is the case, we will ensure that appropriate transfer mechanisms, such as standard contractual clauses, are in place to ensure an adequate level of data protection.

If we transfer personal data to private organisations abroad, such as our suppliers and service providers, we will, as required by applicable law, ensure that your privacy rights are adequately protected by appropriate technical, organisation, contractual or other lawful means, such as standard contractual clauses. You may contact us for a copy of such safeguards in these circumstances.


Retention of personal data

We retain personal data for as long as is necessary for the purposes listed above or longer as may be required by the law. Please contact us for further details of applicable retention periods.

We may keep an anonymized form of your personal data, which will no longer refer to you, for statistical purposes without time limits, to the extent that we have a legitimate and lawful interest in doing so.


Security of personal data

We will use appropriate technical and organisational information security measures to try to prevent unauthorised access to your personal data. Some of these measures include encryption software, firewalls, and use of Secure Socket Layers (SSL) protocols.

However, please be aware that the transmission of information via the internet is never completely secure. While we can do our best to keep our own systems secure, we cannot control the whole of the internet and we cannot therefore guarantee the security of your information as it is transmitted to and from our website.

Where you have created or received a password or verification link which enables you to access certain parts of our website or content, you are responsible for keeping such information confidential. We ask you not to share such information with anyone.


Third party sites

Third party policies for related services and offerings linked to or from our Services have their own privacy statements that can be viewed by clicking on the corresponding links within each respective website. Since we do not have control over the policies or practices of participating merchants and other third parties, we are not responsible for the privacy practices or contents of those sites. We recommend you review their policies before you provide any personal data or complete any transaction with them.

Terms and Conditions of Sale – Proto Labs, Inc.

Seller. As used herein, “Seller” means Proto Labs, Inc., a Minnesota corporation.

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, 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.  Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement. 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.

Termination for Convenience. Buyer may terminate an order in whole or in part at any time by written notice to customerservice@protolabs.com, 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 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.

Delivery; Quantity; Title. Any stated delivery time represents Seller’s intended or typical delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer.   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 U.S. Dollars and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated, sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Seller’s taxable income).  No discounts are authorized. 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 according to the terms 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 goods agreed between the parties to be nonconforming. 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 as confidential, secret or top secret or similar designation by any international government.

SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. The Buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Seller meet any 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, 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 or misuse of trade secret information.

Force Majeure. Seller shall not be liable for any failure to perform under this Agreement if such failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor 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.

Buyer-Supplied Materials – Injection Molding. If Seller agrees to use resin supplied by the Buyer for injection molding, 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.

Service Levels – Injection Molding. Each Quote for injection molding services indicates a Service Level that applies to that Quote. If the Quote indicates a “Prototyping” Service Level, 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 Prototyping Tooling to guarantee production of at least two thousand parts (“shots”) produced. Subject to the Prototyping 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 Prototyping Tooling storage policy is such that after an eighteen (18) month period of inactivity on the Prototyping Tooling, Seller may destroy the Prototyping Tooling, in its discretion. The Prototyping Tooling guarantee does not apply to projects accepted on a “best effort” basis as agreed between the parties.

If the Quote indicates an “On-Demand Manufacturing” Service Level, 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 guarantee Buyer’s On-Demand Manufacturing Tooling for the life of the project with no limitation on the number of parts produced. Subject to the On-Demand Manufacturing 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. Seller’s On-Demand Manufacturing Tooling storage policy is such that after a three-year period of inactivity on the On-Demand Manufacturing Tooling, Seller may destroy the On-Demand Manufacturing Tooling, in its discretion. The On-Demand Manufacturing Tooling guarantee does not apply to projects accepted on a “best effort” basis as agreed between the parties.

As used in this Agreement, “Custom Tooling” means tooling and molds 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, mold 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, for an injection molding order, 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.

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.

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 parts, injection molds, injection molded parts, and 3D printed parts. 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.

Federal Government Contracts. Seller is a Large Business, registered in the System for Award Management (SAM). If this transaction is a subcontract under a federal government contract or subcontract, the Buyer and Seller agree that the goods and services provided  by Seller to the Buyer under this agreement constitute “commercial items” as defined in FAR 2.101 (48 CFR § 2.101). In this regard Seller warrants that the goods and services provided under this agreement are priced at the same rate and in the same manner as Seller’s comparable commercial agreements for similar goods and services and that such goods and services are sold in the commercial marketplace, subject to modifications of a type customarily available in the commercial marketplace.

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 of any U.S. agency or authority 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 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.

LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL 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, OR OTHERWISE. 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.

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.

Miscellaneous. The Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in Hennepin County, Minnesota or in the courts of the United States located in such county. Seller and the Buyer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.

 

Proto Labs Rev 06-2017

1. Offer and Acceptance. Our purchase order constitutes our offer to purchase the goods or services described therein at the price indicated, subject to the terms and conditions set forth below. 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 Terms and Conditions. Your acceptance of our offer to purchase is limited to the terms of our purchase order, including these Terms and Conditions. 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 and Conditions. Our acceptance of goods or services shall not constitute an assent to any such terms and conditions that you propose. 

2. 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. 

3. Delivery. Delivery of any goods shipped from within the US shall be made F.O.B. 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 United States 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 notice of any pending strike or other circumstance reasonably likely to delay shipment of the goods. 

4. Packing and Shipping. All goods are to be suitably packed or otherwise prepared for shipment so as to guaranty safe arrival. 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 itemized packing sheets must accompany each shipment or delivery. Over shipments and early shipments may, at our option, be returned to you at your risk and expense, or may be retained by us. 

5. Inspection. All shipments will be subject to counting, inspection and testing by us, both at your plant and at our plant. Payment will be subject to final inspection at our plant. 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.

6. Our Materials. Unless otherwise expressly stated on our purchase order, title to all models, molds, dies, tooling, jigs, and special fixtures provided by or paid for by us are our property, and you shall deliver all such materials to us on demand. All such materials must be maintained in good condition, adequately insured for our protection, and used only for work ordered or authorized by us in writing. 

7. 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.

8. 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. The provisions of this paragraph shall survive performance or termination of our purchase order.

9. 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.

10. 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. 

11. Non-Infringement. You warrant that the goods that you furnish to us do not and will not infringe any valid United States 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. 

12. Compliance with Law. You represent and warrant that all goods comply with all applicable laws, statutes, rules, regulations, or orders of the United States government or any state or political subdivision thereof. Without limiting the generality for the foregoing, you represent and warrant that no goods that fall within the scope of Section 303(c) of the Federal Food Drug and Cosmetic Act will be adulterated or misbranded within the meaning thereof or will be an article or commodity which may not, under the provisions of Section 404 or 505 of said Act, be introduced into interstate commerce. You further represent and warrant that all goods that fall within the scope of the U.S. Food, Drug and Cosmetic Act, Title 21 of the Code of Federal Regulations, USP Class VI standards , or ISO 10993 standards, have been manufactured in accordance with Good Manufacturing Practices, and comply with current revisions of all such laws, regulations and standards. You will cooperate with any inspection by the FDA or other regulatory agency and will notify us within 24 hours of being notified of any inspection or inquiry from the FDA or other regulatory agency relating to goods that we purchase from you. 

Proto Labs is an equal opportunity employer, you shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.

13. Recalls. You will notify us immediately upon discovery that any goods 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.

14. 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 the delivery of such goods.

15. Conflict Minerals. Supplier 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”). These are stated in Section 1502 of the United States, Dodd-Frank Wall Street Reform and Customer Protection Act and Securities Exchange Commission’s regulations implementing the Act (codified at 17 C.F.R. Parts 240 and 249b) (the “Rule”). Supplier agrees to assist Proto Labs with any requests for information, certifications, or other such similar documents as Proto Labs may reasonably request to ensure materials purchased from Supplier complies with this section. Supplier agrees to notify Proto Labs promptly upon discovering or having reason to believe that any materials fail to comply with the representation and warranty stated below in this Section. Supplier represents and warrants that no Conflict Minerals that originated in the DRC or an adjoining country are present in any material sold to Proto Labs. For purposes of making such representation and warranty, Supplier will use procedures that meet the reasonable country of origin inquiry described in the Rule and the relevant best practices developed by industry. Supplier will indemnify, defend, and hold Proto Labs, 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 Supplier’s noncompliance with this section. 

16. 3D Printing Metal Material Supplier Terms. You must contact us in the event of nonconforming product/material. Arrangement for the approval of nonconforming product/material must be as directed by our Supply Chain Representative. You must notify us of any changes to a product and/or process and to obtain approval from our authorized Supply Chain Representative. Proto Labs, 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/AS9100 requirements to sub-tier suppliers (including requirements in the purchasing documents and key characteristics where required). However we do not allow 3D printing metal material suppliers to subcontract any product or process to a sub-tier supplier without our express written consent. Records related to this transaction will be made available to our customers and regulatory authorities in accordance with contractual or regulatory requirements. 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 Proto Labs 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.

17. 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 minimize 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.

18. Indemnity. You will indemnify us and hold us harmless from any loss, cost, damage or expense, including attorneys’ fees, arising from any breach of the representations and warranties set forth in paragraphs 11 and 12, any recall, market withdrawal, or correction described in paragraph 13, and any claim of death or injury to persons or damage to property arising out of, or attributable to, the goods or services, including without limitation, defects in design, materials or manufacture, except to the extent that such loss, cost, damage or expense results solely from our negligence.

19. Subcontracting. You will not delegate or subcontract any of your obligations under our purchase order without our prior written consent.

20. 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.

21. Taxes. Unless otherwise stated on our purchase order, you will pay all excise, occupational, sales, use, and other taxes applicable to the sale or purchase of the goods and services, and you will indemnify and hold us harmless from and against all liability for such taxes. 

22. Government Contracts. If our purchase order relates to a federal government contract the parties hereby incorporate the requirements of 41 C.F.R. §§ 60-1.4(a)(7) and 60-250.5(a) and 60-741.5(d), if applicable.

23. 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 and Conditions be construed as creating a partnership, joint venture, agency, or fiduciary relationship. 

24. Definitions. As used in these Terms and Conditions, “we,” “us,” and “our” refer to Proto Labs, Inc., its subsidiaries, affiliates, officers, directors and employees; “you” and “your” refer to the vendor named on our purchase order; “our purchase order” refers to the purchase order to which these Terms and Conditions 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. Section captions in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.

25. 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.

26. Miscellaneous. These Terms and Conditions shall be governed by the substantive law of the State of Minnesota, without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to our purchase order. These Terms and Conditions 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 to enforce any provision of these Terms and Conditions 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 08/2016.

Proto Labs® Cool Idea! Terms and Conditions The Proto Labs, Inc. (“Proto Labs”) “Cool Idea! Award Program” (“Program”) and participation therein is governed in all respects by these Terms and Conditions (“Terms”). By participating in the Program, each applicant fully and unconditionally agrees to be bound by and accepts these Terms and the decisions of Proto Labs and its Program personnel (including, without limitation, decisions regarding the eligibility of applicants, applications and submissions, the selection of Program award and other incentives recipients and honorable mention applicants, and the awarding of Program awards) which are final and binding in all respects.

1. GENERALLY 

The purpose of the Program is to provide start-up support to product designers with cool ideas. During the Program, Proto Labs will evaluate applicants and their submitted parts design ideas and make Program awards to applicants who have a cool parts design idea. A Program award will be a dollar amount, as specified by Proto Labs, that may be used towards Proto Labs’ services in manufacturing prototypes and/or parts for the applicant’s idea. Additionally, from time to time during the Program, Proto Labs may also recognize certain applicants who do not receive a Program Award for an Honorable Mention in the Program. As part of an Honorable Mention, an applicant will be eligible to receive a discount, as specified below, from Proto Labs that may be used towards Proto Labs’ services in manufacturing prototypes and/or parts for the applicant. The 2017 installment of the Program has concluded and the 2018 installment of the Program will commence January 1, 2018. The foregoing is only a general description of the Program, and the Program is subject to the full Terms set forth below.

2. ELIGIBILITY

If an applicant is an individual, the applicant must be a permanent legal resident of one of the fifty (50) United States or the District of Columbia, who have reached the age of majority in their state of residence and at least eighteen (18) years old. If an applicant is other than an individual, it must be a legal entity (for example, a limited liability company, a corporation, etc.) that is organized under the laws of one of the fifty (50) United States or the District of Columbia, and the individual registering the entity as an applicant must be a permanent legal resident of one of the fifty (50) United States or the District of Columbia, and at least eighteen (18) years old, and authorized to register the entity in the Program. This Program is void outside the fifty (50) United States and the District of Columbia, and where prohibited or restricted by law. Employees, officers and directors of Proto Labs and its parents, subsidiaries, divisions, affiliates, advertising, public relations agencies, promotion agencies, and outside judges, and the immediate families (defined as parents, spouses, children, siblings, grandparents, and their respective spouses) or members of the same household (whether related or not) of each such employee, officer, director and outside judge are not eligible to apply or participate. An outside judge will not evaluate an entry submitted by an individual employed by the same organization that employs the judge. If a Program award cannot be awarded by Proto Labs to an individual applicant for any reason (including, without limitation, if corporate or other policies of the applicant’s employer preclude him/her from receiving an award), Proto Labs, in its sole discretion, may disqualify the applicant. The Program and any website pages and advertisements relating thereto is intended for viewing only within the United States and the District of Columbia, and applicants must be present in the United States or the District of Columbia at the time they register, apply and participate in the Program. The Program is void outside the fifty (50) United States and the District of Columbia, or where prohibited or restricted by law.

3. PROGRAM APPLICATION PERIOD

The Program will be conducted in four application periods throughout the calendar year. A Program application period begins every three months of a calendar year at 12:01 a.m. Central Time (“CT”) on the first day of January, April, July and October and ends at 11:59 p.m. CT on the last day of March, June, September and December (each a “Program Period”). See Program website for official start and end dates for each Program Period. Program applications submitted during a Program Period will be considered for a Program award in that Program Period only (subject to the judging period). Proto Labs has no obligation to consider a Program application submitted in one Program Period for any subsequent Program Period. Proto Labs has sole responsibility for determining if an entry has been successfully submitted during any particular Program Period.

4. HOW TO APPLY

  1. During the Program Period, go to www.protolabs.com/cool-idea (the “Program Website”) to the Program application section of the Program Website. Follow the onscreen prompts and instructions to complete and submit the Program registration form, application information and upload your Program Design Idea (as defined and described in Section 4(b) below). In order to be considered in the Program, an eligible applicant must submit all required Program registration and application information, and the submitted Program Design Idea must meet the requirements of these Terms and any additional requirements as set forth in the Program Website (including, without limitation, submission format requirements). At the time of submission of Program materials, review the Terms as posted on the Program Website to review the then current Terms (which may include updates or changes after the initial or subsequent postings of these Terms). An applicant’s Program registration, application and Program Design Idea must be received by Proto Labs during the Program Period. Submitting mass submissions or submissions generated by a script, macro or use of automated devices is prohibited and will result in disqualification. LIMIT: Up to a maximum of four (4) applications and related Program Design Idea submissions per calendar year, per applicant; provided, however, each application and related Program Design Idea must be submitted separately by the applicant, and each Program Design Idea must be significantly different (as determined by Proto Labs in its sole discretion). By registering in the Program, an applicant consents and agrees to Proto Labs’ website Conditions of Use and Privacy Policy. Normal Internet access and usage charges imposed by applicant’s online service will apply.
  2. A “Program Design Idea” submission must meet the following requirements:
  3. It must be a design that can be additive manufactured, CNC machined or injection molded, that Proto Labs can manufacture;
  4. The design must be in the form of a 3D CAD model, and meet the upload requirements as set forth in the Program Website;

III. Any textual design specifications must be in English;

  1. The design must be entirely original to the applicant (an original creation is the product of one’s own mind created solely by the applicant, and is NOT a copy or imitation; modifying, enhancing or altering a third party’s preexisting work does not qualify as an applicant’s original creation);
  2. The design must NOT infringe, misappropriate or violate any right of any third party, including, without limitation, patent, trade secret, copyright, trademark or other intellectual property or proprietary right, and must NOT incorporate or include anything that would require the consent of any third party for the use of the applicant’s Program Design Idea pursuant to the rights granted by applicant in connection with the Program (including, without limitation, as contemplated by Section 5(b) below);
  3. The design must not be the subject of any actual or threatened litigation or claim;

VII. The design must NOT have been previously published or have won any other award;

VIII. The part must NOT be subject to ITAR (International Trade in Arms Regulations) or other export restrictions or be the subject of a government contract or grant; and

  1. The design must NOT be lewd, offensive or inappropriate. Compliance with all requirements shall be as determined by Proto Labs in its sole discretion.
  2. Each applicant represents and warrants that applicant’s Program Design Idea submitted in the Program meets the submission requirements set forth in Section 4(b) above. Each applicant hereby agrees to indemnify and hold Proto Labs and its parents, subsidiaries and affiliates, and the officers, directors, employees, agents, representatives, successors and assigns of each of them, harmless from and against any and all claims, demands, suits, judgments, losses, costs or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees) arising directly or indirectly from any breach or alleged breach of any of the warranties, representations or agreements of applicant hereunder, or from applicant’s participation in the Program.
  3. Failure to submit all required information, materials, and submissions in the manner required in these Terms may result in disqualification. Proof of submission will not be deemed to be proof of receipt by Proto Labs. All applicants, registrations, Program Design Ideas and other submissions in this Program are subject to verification by Proto Labs. Each applicant agrees to cooperate with Proto Labs and its representatives in connection with any and all verification activities. Any applicant, registration, Program Design Idea or other submissions in this Program that does not comply with any aspect of these Terms, as determined by Proto Labs in its sole discretion, may be rejected by Proto Labs and the applicant disqualified.

5. SELECTION; NOTIFICATION; AWARD RECIPIENT OBLIGATIONS.

  1. An eligible applicant who has submitted a cool Program Design Idea, as determined by Proto Labs in its sole discretion, will be a potential Program award recipient. The criteria for selection of a Program award recipient and the selection of Program Award recipients will be as determined by Proto Labs and outside judges in their sole discretion. In making the determination as to a Program award recipient, Proto Labs and outside judges will also consider the relative effect of the Program award on an applicant’s overall project. Program award recipients will be as determined by Proto Labs and outside judges from time to time. In reviewing a Program application, Proto Labs and outside judges will also have the opportunity to ask questions of applicants. Applicants are responsible for all of their costs and expenses related to the Program, including, without limitation, designing and submitting their Program Design Idea.A potential Program award recipient must comply with all terms and conditions of these Terms, and receipt of a Program award is contingent upon fulfilling all requirements.
  2. A potential Program award recipient will be notified in person, or by phone, letter (by postal or overnight delivery) and/or e-mail. In order to claim a Program award, the potential award recipient will be required to execute and return to Proto Labs a notarized Affidavit of Eligibility, a Liability Release and a Publicity Release (an “Affidavit/Release”) in the form(s) provided by Proto Labs. For an applicant that is other than a natural person, the Affidavit/Release must be executed by an authorized representative of the applicant. THE AFFIDAVIT/RELEASE WILL CONTAIN A LICENSE BY THE APPLICANT IN FAVOR OF PROTO LABS AND ITS DESIGNEES TO UTILIZE THE APPLICANT’S PROGRAM DESIGN IDEA (INCLUDING, WITHOUT LIMITATION, THE DESIGN ITSELF AND MEMORIALIZATIONS OF PROTO LABS’ MANUFACTURING PROCESS FOR THE DESIGN) FOR PROTO LABS’ PROMOTIONAL AND/OR INFORMATIONAL PURPOSES IN ANY MANNER OR MEDIA (WHETHER NOW OR HEREAFTER EXISTING), ALL WITHOUT FURTHER PAYMENT, NOTICE, CONSIDERATION, ATTRIBUTION OR CONSENT; WHICH LICENSE WILL BE SET FORTH IN FURTHER DETAIL IN THE AFFIDAVIT/RELEASE. The Affidavit/Release must be returned to Proto Labs by the date and/or time indicated within the Affidavit/Release. If the potential award recipient cannot be contacted within ten (10) days of the first attempt to contact the potential recipient, or if the potential recipient fails to return the Affidavit/Release within the specified time, or if the potential recipient or the potential recipient’s design or other submissions are found to be ineligible, or if the potential recipient does not with the Terms, then the potential recipient may be disqualified. Proto Labs is not responsible for the failure of a potential recipient to receive Proto Labs’ notification or the required documents for any reason, or for the inability of such potential recipient to return the required documents for any reason.

6. PROGRAM AWARDS

  1. Subject to the terms and conditions of these Terms, up to an aggregate maximum total of $250,000 USD in awards may be awarded, on a combined basis, in the 2017 installments of the Program. The number of award recipients and the amount of each award in this Program will be as determined by Proto Labs in its respective sole discretion. If there are no or a limited amount of applicants with acceptable Program Design Ideas in this Program, then Proto Labs, in its sole discretion, may determine not to make any awards in the Program or make a limited amount of awards. The decision of Proto Labs, as regards the recipient(s) of any award in this Program, will be conclusive and binding upon the applicants; it will not be open to review or challenge. Proto Labs is not required to provide any reasons to support its decision.
  2. A Program award consists of and is limited to a dollar amount specified by Proto Labs. A Program award may only be utilized by a recipient for Proto Labs’ 3D printing, machining services and/or injection molding services in connection with the manufacturing of prototype(s) and/or parts by Proto Labs utilizing the award recipient’s Program Design Idea (for example, use can be to make a prototype or manufacture short-run production parts), and related shipping and handling costs. The prototype(s) and/or parts manufactured by Proto Labs for a recipient utilizing the recipient’s award must be for the recipient’s own use and cannot be resold by or at the direction of the recipient. A Program award must be fully utilized by a recipient within ninety (90) days after notice of the award is given by Proto Labs to the recipient. An award will be considered “utilized” when an order is placed by the award recipient with Proto Labs using the Program Design Idea submitted in connection with the Program. Unused components of an award shall be forfeited and have no redeemable cash value. All uses of an award are subject to Proto Labs’ then current standard Terms and Conditions of Sale, which are currently located at www.protolabs.com/quote-terms-and-conditions.
  3. Program awards are awarded “AS IS” with no warranty, representation or guarantee, express or implied, in fact or in law, made by Proto Labs or for which Proto Labs shall be liable other than the standard express warranty made by Proto Labs to its customers with respect to parts manufactured by Proto Labs, including, without limitation, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Awards are nontransferable, nonassignable, non-negotiable, and not redeemable for cash or credit. Awards must be accepted as awarded. No award substitutions, except by Proto Labs, who reserves the right (but has no obligation) to substitute an award (or a component thereof) with another award of equal or greater value if any applicable award (or a component thereof) is not available for any reason as determined by Proto Labs in its sole discretion. Each recipient is solely and fully responsible for any and all costs, fees, taxes, assessments, and expenses associated with an award, and its redemption, receipt and use, including, without limitation, all federal, state and local taxes on the award. If applicable, a Program award recipient will be issued an IRS Form 1099 for the amount of the award. Award recipients waive the right to assert as a cost of receiving an award any and all costs of verification and redemption or travel to redeem the award. Non-compliance with any of the foregoing and any other condition of this Program may result in disqualification and forfeiture of the award. Upon award forfeiture, no compensation will be given.

7. PROGRAM HONORABLE MENTIONS.

  1. From time to time during the Program, Proto Labs may also recognize certain applicants who do not receive a Program Award for recognition as an Honorable Mention in the Program. The criteria for selection of a Program Honorable Mention, and the selection of Honorable Mention applicants will be as determined by Proto Labs in its sole discretion. An applicant selected for Honorable Mention grants Proto Labs the right to use the applicant’s name, biography, likeness, hometown and state on Proto Labs’ websites (including the Program Website) for promotional purposes, worldwide, in perpetuity, and without notice, payment, attribution, consideration or consent; provided, however Proto Labs and applicant acknowledge that the right to use or display applicant’s Program Design Idea is specifically excluded from such grant for such purposes. A potential Honorable Mention applicant will be notified in person, or by phone, letter (by postal or overnight delivery) and/or e-mail.
  2. An Honorable Mention applicant will be eligible to receive a one-time discount that may be used towards a single order of Proto Labs’ services in manufacturing prototypes and/or parts for the applicant for the applicant’s Program Design Idea. The discount is for twenty-five percent (25%) of an order amount not to exceed $40,000 and a discount not to exceed $10,000 (e.g., if an order is made for $45,000, the maximum discount is $10,000 (25% * 40,000). To qualify, an order must be placed within six (6) months after an applicant’s notification by Proto Labs of Honorable Mention status, and the order is subject to Proto Labs’ then current standard Terms and Conditions of Sale. The discount is subject to the applicable restrictions, limitations and conditions of a Program Award as set forth in Section 7 (including, without limitation, use only for services utilizing the applicant’s Program Design Idea; no resale of prototypes or parts; warranty limitation; the discount is nontransferable, nonassignable, non-negotiable, and not redeemable for cash or credit; discount must be accepted as awarded, etc.). The recipient is fully responsible for any and all applicable federal, state and local taxes and assessments. Acceptance and use of discount is subject to all applicable federal, state and local laws, rules and regulations.

8. GENERAL CONDITIONS

Proto Labs reserves the right to require an applicant to complete, execute and deliver to Proto Labs additional documents at any time as required, in the forms provided, and within the timeframe required by Proto Labs, or the applicant may be disqualified. Proto Labs reserves the right to change or update these Terms based on its experience with the conduct of the Program and/or applicants’ response to the Program. Proto Labs also reserves the right, in its sole discretion, to terminate, modify or suspend the Program if, in Proto Labs’ opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Program, or if viruses, bugs, unauthorized intervention, fraud, technical difficulties, acts of God or failures or any other factor beyond Proto Labs’ reasonable control corrupt or affect the administration, security, fairness, integrity or proper conduct of the Program, and in such event, Proto Labs reserves the right in its sole discretion (but does not have any obligation) to award an award or award(s) to a recipient or recipients based on the above Program award selection criteria from among eligible, non-suspect applications received up to the time of the suspected impairment. Any changes or updates in these Terms, or termination, modification or suspension of the Program will be as described on the Program Website. At the time of submission of Program materials, review the Terms as posted on the Program Website to review the then current Terms (which may include updates or changes after the initial or subsequent postings of these Terms). Proto Labs reserves the right in its sole discretion to disqualify any applicant it finds to be tampering with the application or submission process or the operation of the Program or to be acting in violation of these Terms or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately damage any website or undermine the legitimate operation of the Program is a violation of criminal and civil laws, and, should such an attempt be made, Proto Labs reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Proto Labs’ failure to enforce any term of these Terms shall not constitute a waiver of that provision or any other provision of these Terms.

9. RELEASE

By participating in the Program, each applicant forever and irrevocably RELEASES, DISCHARGES, INDEMNIFIES AND HOLDS HARMLESS, Proto Labs and its parents, subsidiaries, divisions and affiliates; any and all persons and entities responsible for offering, operating, fulfilling, administering, advertising or promoting the Program or supplying any award, and the employees, officers, directors, owners, representatives, agents, heirs, successors, assigns and insurers of each of them (collectively, the “Releasees”) from and against all losses, claims, damages, liabilities, costs or expenses (collectively, “Losses”), arising in whole or in part, directly or indirectly, from the applicant’s application to and/or participation in the Program, and/or the applicant’s receipt or use of any award awarded in the Program. The foregoing release includes, without limitation, any and all LIABILITY, BODILY INJURY, DEATH, LOSS OR DAMAGE to applicant or any third party arising in whole or in part, directly or indirectly, from any award or the use of any award, the award, acceptance, possession, use or misuse of any award, and application and participation in the Program. Each applicant further COVENANTS NOT TO SUE any of the Releasees with respect to any matter addressed by the foregoing release, or encourage or assist any third party in doing so. This is a complete RELEASE and DISCHARGE of all claims and rights of each applicant against the Releasees and no action will be taken by or on behalf of an applicant with respect to any such claims and rights, it being understood that these Terms, including this Section 9, shall be binding upon each applicant, and his/her successors, assignees, subrogors, insurers, heirs, next of kin, executors, representatives, and legal and personal representatives.

10. LIMITATIONS OF LIABILITY

 Proto Labs is not responsible for: (a) incorrect or inaccurate transcription of registration, application or Program information or late, lost, stolen, unintelligible, illegible, damaged, mutilated, altered, incomplete, or misdirected applications or applications received through impermissible or illegitimate channels, all of which will be disqualified; (b) technical failures of any kind, including but not limited to the malfunctioning of any telephone, computer online systems, computer equipment, website, server provider, network, hardware or software; (c) the unavailability or inaccessibility of any website or service; (d) unauthorized intervention in any part of the application process or the Program; (e) printing, typographical, electronic or human errors which may occur in the offer or administration of the Program or the processing of applications; or (f) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from applicant’s participation in the Program, including but not limited to applicant’s computer, which may be caused, directly or indirectly, in whole or in part, from applicant’s participation in the Program, or from viewing, playing, uploading or downloading any material to or from Proto Labs’ website(s), regardless of whether the material was prepared by Proto Labs or a third party, and regardless of whether the material is connected to Proto Labs’ website by a hypertext link.

11. DISPUTES

Applicant agrees that: (a) any and all disputes, claims, and causes of action arising out of or connected with the Program, or the Program awards shall be resolved individually, without resort to any form of class action, and solely and exclusively in a federal or state court located in Minneapolis, Minnesota; applicant submits to sole and exclusive personal jurisdiction to said courts in the State of Minnesota for any such dispute and irrevocably waives any and all rights to object to such jurisdiction; (b) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred, but in no event attorneys’ fees; and (c) under no circumstances will applicant be permitted to obtain awards for and applicant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of applicant or Proto Labs in connection with the Program shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to any choice of law or conflict of law rules of provisions (whether of the State of Minnesota, United States, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Minnesota.

12. PROGRAM ADMINISTRATOR

The Program is offered and administrated by Proto Labs, Inc., 5540 Pioneer Creek Drive, Maple Plain, Minnesota 55359.