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.
Invoice and Payment. Your invoice shall indicate the purchase order number shown on our purchase order, shall match the amount and description shown on our purchase order, shall be mailed to us to the attention of Accounts Payable immediately after shipment, and shall not be dated earlier than the shipping date shown on our purchase order unless so stated.
Delivery. Delivery of any goods shipped from within the 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.
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.
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.
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.
Ownership of Work Product. The items or services on our purchase order may require design work, product development, specification development or other work product. Unless expressly stated to the contrary on our purchase order, all such work product and all know-how relating to such work product are our exclusive property and shall be delivered to us on demand. In no event shall any such work product or any portion thereof be deemed your property, nor shall you exert or attempt to exert any ownership or proprietary interest therein. You shall execute such further assignments and other documents (including but not limited to assignments of copyrights and patents) as we may reasonably request to evidence or perfect our ownership of such work product.
Confidential Information. As used herein, “Confidential Information” means any information that you acquire from us regarding our present or future products, processes, business practices, customers, assets or other matters, whether or not such information is designated or marked as confidential, excluding any information that is publicly available when provided or thereafter becomes publicly available other than by reason of your breach of this paragraph. You will (i) hold all Confidential Information in the strictest confidence, (ii) not use any Confidential Information other than for the performance of our purchase order, (iii) not release or disclose Confidential Information to any other party at any time, except your employees and contractors requiring such material or information for the performance of our purchase order, (iv) use your best efforts to prevent your employees, your contractors, and your contractors’ employees from using or disclosing Confidential Information to any party except as permitted by this paragraph, and (v) return all Confidential Information to us upon our request following completion or termination of our purchase order. The provisions of this paragraph shall survive performance or termination of our purchase order.
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.
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.
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.
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.
Protolabs 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.
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.
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.
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 Protolabs with any requests for information, certifications, or other such similar documents as Protolabs may reasonably request to ensure materials purchased from Supplier complies with this section. Supplier agrees to notify Protolabs 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 Protolabs. 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 Protolabs, 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.
AS9100 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. Protolabs, its customers and regulatory authorities retain the right of access to all your facilities involved in this order and to all applicable records. The AS9100 standard requires that you flow-down all applicable customer/regulatory/AS9100 requirements to sub-tier suppliers (including requirements in the purchasing documents and key characteristics where required). Records related to this transaction will be made available to our customers and regulatory authorities in accordance with contractual or regulatory requirements. The standard also requires that we ensure our suppliers are aware of their contribution to product or service conformity, contribution to product safety, and the importance of ethical behavior. Any records associated with a Purchase Order must be retained for a period of no less than one (1) year from the date of completion, unless we specify otherwise. We expect 100% on time delivery. If the agreed upon delivery time cannot be met, the appropriate Protolabs Supply Chain Representative must be notified in advance. We require that products provided by you be correct and free of defect per the supplied Purchase Order. We may also require specific actions where timely and/or effective corrective actions to an issue are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, discontinuation of business with you and/or legal action.
Cancellation. We may cancel our purchase order by notice to you if you breach any obligation thereunder. In addition, we may cancel our purchase order by notice to you without cause at any time prior to delivery of the goods or completion of the services. If we cancel our purchase order without cause, and if the purchase order covers goods that are specially manufactured for us or covers services, we will pay your uncompensated actual costs incurred prior to receipt of our cancellation notice and any costs directly arising from such cancellation. We will make such payment only after you have supplied us with such verification of those costs as we may reasonably request. In no event shall such payment exceed the price specified in our purchase order. Upon receipt of any cancellation notice, you shall take such steps as may be necessary to 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.
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.
Subcontracting. You will not delegate or subcontract any of your obligations under our purchase order without our prior written consent.
Insurance. You will maintain such insurance as we reasonably request. Whether or not we request any particular insurance coverage, you will maintain insurance with insurers that you believe to be responsible and reputable in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which you operate. You will provide us with such certificates and other evidence of such insurance as we may reasonably request.
Taxes. Unless otherwise stated on our purchase order, 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.
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.
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.
Definitions. As used in these Terms and Conditions, "Protolabs", “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.
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.
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 05/2019.