Legal

TERMS OF USE

Welcome to the Protolabs website and any other websites that display these Terms and Conditions of Use (the “Site”). The Site is operated by Proto Labs, Inc. (“Protolabs”) These Terms of Use (the “Terms”) create a legal agreement between you (“You”) and Protolabs.

Protolabs is comprised of different legal entities including Proto Labs, Inc., Proto Labs, Ltd., Proto Labs, GmbH, 3D Hubs, Inc., 3D Hubs Manufacturing LLC and 3D Hubs B.V. These Terms are issued on behalf of each of these companies and their affiliates, so when we mention “Protolabs,” "we", "us" or "our" in these Terms, we are referring to the relevant Protolabs entity.

The Site is a copyrighted work belonging to Protolabs. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. Without limitation to the preceding sentence, Your submission of information, including personal information, through or in connection with the Site is governed by the terms of our privacy policy as updated from time to time (“Privacy Policy”).  All additional terms, guidelines, and rules, including our Privacy Policy, and our Terms and Conditions of Sale, are incorporated by reference into these Terms. Unless otherwise defined in these Terms, terms used here starting with a capital letter shall have the same meaning as in our Terms and Conditions of Sale.

SERVICES
Through the Site, you can obtain information about our services, request a quotation through our ProtoQuote® 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 Site and the Services are subject to the following terms and conditions ("Terms and Conditions") and all applicable laws.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE WHICH AND APPLY TO ALL INFORMATION, RECOMMENDATIONS AND/OR SERVICES PROVIDED TO YOU ON OR THROUGH THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD OR OVER THE LEGAL AGE REQUIRED TO ENTER INTO A VALID CONTRACT UNDER LAW APPLICABLE TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

Our Site, apps, products, and services are designed for businesses and their representatives.  We do not target consumers – individuals who seek to use our products and services for their personal or household purposes.  

1.            Accounts

1.1          Account Creation. In order to use certain features of the Site, You must register for an account (“Account”) and provide certain information about Yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information You submit is truthful and accurate and (b) You will maintain the accuracy of such information. You may delete Your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate Your Account in accordance with these Terms.

1.2          Account Responsibilities. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.

2.            Access to the Site

2.1          Certain Restrictions. The rights granted to You in these Terms are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, reformat or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) You shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.2          Site 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 Protolabs 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.

2.3          Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to You. You agree that we will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4          No Support or Maintenance. You acknowledge and agree that We will have no obligation to provide You with any support or maintenance in connection with the Site.

2.5          Ownership. Excluding any User Content (defined below)  that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us or our suppliers. Neither these Terms (nor Your access to the Site) transfers to You or any third party any rights, title or interest in or to such intellectual property rights. We reserve all rights not granted in these Terms. There are no licenses granted under these Terms, whether implied, express or by implication or estoppel.

3.            User Content

3.1          User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile, content or data communicated to Protolabs  in voice, email, text, or via other messaging and/or uploads including data, 3D CAD data and 2D technical drawings). You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness or fit for purpose, or any disclosure of Your User Content by You that personally identifies You or any third party. You hereby represent and warrant that Your User Content does not violate our Acceptable Use Policy (as described herein). Because You alone are responsible for Your User Content, You may expose Yourself to liability if, for example, Your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and Your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining Your own backup copies of Your User Content if You desire.

3.2          License. By providing User Content to Protolabs , You grant Protolabs  an non-exclusive, royalty-free, fully paid up, worldwide, transferable and sub-licensable right and license to use, copy, modify, reproduce, distribute and display the data (including 3D CAD Data and 2D technical drawings), documentation, drawings and specifications in Your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of (1) providing the Site and all information, recommendations and/or services provided to You on or through our Site and (2) to improve our products and services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to Your User Content.

3.3          Your representations

(a)          You represent and warrant that You are authorized to use the Site and that You have the authority to conclude legally binding agreements. The Information offered by Protolabs  on the Site is only available to individuals who are 18 years or older and who can form legally binding contracts under applicable law.

(b)          You represent and warrant that all information You submit to the Site is accurate and truthful and that You have the full right and authority to provide us with all User Content, documentation, drawings and specifications, and You are authorized to grant the license referred to in Section 3.

(c)          You also represent and warrant that You will use any User Content and resulting Parts in strict accordance with all applicable laws and requirements.

(d)          You agree  warrant that You will not use the Site or our services to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems, servers, hardware or networks connected to or used together with the Site, or other users or any other third party;), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site, including launching or using any automated means or process, such as “spiders”, “robots”, “load testers” etc., for retrieving or sending more communication than a natural person could reasonably produce or to create users accounts; or (vii) threaten or harass any person or entity.

(e)          You also represent and warrant that You will use our Site, any User Content and resulting Parts in strict accordance with our Acceptable Use Policy.

3.4          Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a)          will only use the Site in compliance with, and understand and agree with, including making the relevant certifications under, our Protolabs  export control policy (the “Export Control Policy”), as follows:

(i)            You understand that Protolabs Network does not accept Export Controlled Data. “Export Controlled Data” is defined as data which is controlled for export under E.U. or US law, as applicable based on Your place of order, residency and/or status under E.U. and U.S. law. Under E.U. law, this includes (technical) data and/or end Parts that are: (1) controlled under the Common Military List of the European Union or any EU Member State equivalent, or (2) subject to the EU Dual Use Regulation 428/2009 (as amended by Regulation 2019/2199). [include all hyperlinks] Under U.S. law, this includes technical data and/or end Parts that are: (1) controlled under the International Traffic in Arms Regulations, or (2) subject to the Export Administration Regulations, and controlled at any level beyond EAR99. [include all hyperlinks]

(ii)          You certify that Your data (including 3D CAD data and drawings) and/or Your Order DOES NOT include Export Controlled Data.

(iii)         You understand that by uploading Your data to the Site, You are exporting data to another country. Protolabs Network maintains operations abroad, employs persons abroad, and has printing and manufacturing partners abroad.

(iv)         You certify that You understand that it is Your responsibility to determine and provide the appropriate export classification for the products and related technology and software to be provided to Protolabs and to comply with prohibition on Export Controlled Data provided herein. Protolabs relies entirely on You to provide accurate information for purposes of compliance with applicable export control laws. The export classification indicates whether the product and related technologies are controlled, the relevant jurisdiction or jurisdictions, when an export license is required, and whether the product and technology qualify for a license exception. An incorrect classification could result in export control violations, which could in turn lead to significant fines and other sanctions.

(v)          You represent and warrant that the production, shipping, sale and use of the Goods or tooling by us in response to Your Order, does not violate any export control laws or regulations.

(vi)         You represent and warrant that You will not, directly or indirectly, (1) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Protolabs to any destination, entity, or person prohibited by law or regulation or (2) use Goods for any use prohibited by law or regulation, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

(vii)        You may not use this Site or any Protolabs ’ services if You are the subject of U.S. or E.U. sanctions or of sanctions consistent with U.S. or E.U. law imposed by the governments of the country where You are using the Site and/or Protolabs ’ services. 

(b)          You further represent and warrant that You will only use the Site in compliance with, and understand and agree with our Protolabs Network content policy (the “Content Policy”), as follows. You represent and warrant that Your User Consent (including 3D CAD data and drawings),Your Order and/or the production, shipping, sale and use of the Goods or tooling by us:

a) Does not contain any weapons. Weapons is broadly defined as:

• Firearms, firearm component parts, or ammunition. This includes, but is not limited to, (1) any device which will or is designed to or may readily be converted to expel a projectile by the action of an explosive; (2) any device capable of being concealed on the person from which a shot can be discharged through the energy of an explosive; (3) any component part integral to the safe firing of a projectile by means of an explosive from a device described in (1) or (2); and (4) ammunition including cartridge cases, primers, bullets, or propellent powder designed for use in any firearm;

• Bladed weapons. Bladed weapons that might cause bodily harm and any part or component thereof.

• Explosive devices.

• Toy guns or other items with arms-like appearance.; and

• Arms-related items and/or weapon accessories. Accessories, parts or components to any weapon if that accessory/part/component contributes to the functioning of the weapon and/or attaches to the item.

b) Does not violate, misappropriate or infringe any intellectual party rights or any third party rights;

c) Does not contain information which is harassing, racially or ethnically offensive, discriminatory, harmful to minors, between others;

d) Will not be implanted in a human body;

e) Is not contrary to or in violation of any applicable law or Protolabs   Export Control Policy.  

3.5          Please be informed that the use of our Site and/or uploading of User Content to print a firearm may be punishable by law. Protolabs has a (statutory) obligation to report User Content and/or Orders for firearms that it considers reasonably suspicious.

IF YOU HAVE ANY DOUBT WHETHER YOUR USE OF THE SITE AND/OR USER CONTENT AND/OR THE PRODUCTION, SHIPPING, SALE AND USE OF THE PARTS OR TOOLING BY US IS PERMITTED UNDER OUR ACCEPTABLE USE POLICY, DO NOT USE THE SITE OR UPLOAD YOUR DATA.

3.6          Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against You in our sole discretion if You violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying Your User Content, terminating Your Account, and/or reporting You to law enforcement authorities. Any attempt by You to damage the Site or to undermine the legitimate operations of Protolabs ’ business or services may be a violation of criminal and civil laws and should any such attempt be made; we reserve the right to seek damages from You to the fullest extent permitted by law.

3.7          Feedback. If You provide us with any feedback or suggestions regarding the Site (“Feedback”), You hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback You provide to us as non-confidential and non-proprietary. You agree that You will not submit to us any Feedback that You consider to be confidential or proprietary.

4.            Third-Party Links & Ads

4.1          Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under our control, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to You, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at Your own risk, and should apply a suitable level of caution and discretion in doing so. When You click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

4.2          Release. You hereby release and forever discharge Protolabs  (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5.            Indemnification.  You agree to indemnify and hold Protolabs  (and its officers, directors, employees, representatives and agents), and for avoidance of doubt its affiliates (and their officers, directors, employees, representatives and agents), and its and its affiliates’ (sub)contractors (including manufacturing partners), harmless from and against any liabilities, losses, claims, demands, damages, penalties, costs and other expenses (including attorneys’ fees and court costs and litigation expenses) arising out of or from (a) Your use of the Site, (b) Your violation of these Terms, (c) Your violation of applicable laws or regulations or (d) Your User Content. Protolabs reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

6.            Disclaimers

6.1          The Site and our services are for general information purposes only and do not constitute advice.

6.2          THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROTOLABS (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF MALWARE AND VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF MANDATORY LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

7.            Limitation on Liability

7.1          TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL PROTOLABS  (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, ACTIONS, INJURY, LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, LOST PROFITS, LOST DATA, LOST INCOME, LOSS OR DAMAGE TO PROPERTY, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT OR INDIRECT, COMPENSPATORY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE (I) TERMS; (II) YOUR USE OF, OR INABILITY TO USE, THE SITE – INCLUDING BUT NOT LIMITED TO – DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF THE INFORMATION OR THE SITE; (III) YOUR USE OF, OR INABILITY TO USE, ELECTORNIC MEANS OF COMMUNICATION WITH THIS SITE – INCLUDING BUT NOT LIMITED TO – DAMAGES RESULTING FROM FAILURE OR DELAY IN DELIVERY OF ELECTRONIC COMMUNICATIONS, INTERCEPTION OR MANIPULATION OF ELECTRONIC COMMUNICATIONS BY THIRD PARTIES OR BY COMPUTER PROGRAMS USED FOR ELECTRONIC COMMUNICATIONS AND TRANSMISSION OF VIRUSES; (IV) OR CLAIMS OF THIRD-PARTIES; IN EACH CASE WHETHER IN AN ACTION OF CONTRACT OR TORTIOUS ACTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

7.2          TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT PAID BY YOU TO US UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

7.3          THE EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT PROTOLABS DOES NOT EXCLUDE ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.

8.            Term and Termination

8.1          Subject to this Section, these Terms will remain in full force and effect while You use the Site. We may suspend or terminate Your rights to use the Site (including Your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of Your rights under these Terms, Your Account and right to access and use the Site will terminate immediately. You understand that any termination of Your Account may involve deletion of Your User Content associated with Your Account from our live databases. Protolabs will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of Your Account or deletion of Your User Content. Even after Your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 through 9.

8.2          Miscellaneous Changes. These Terms are subject to occasional revision. If we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with Your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to v the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.  If You are not a new user and/or do not use our Site for thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of the changes on our Site (if applicable), then the expirations of the thirty (30) days will indicate Your acknowledgement of such changes.

8.3          Disclosures. We are located at the addresses listed in these Terms.

8.4          Electronic Communications. The communications between You and us use electronic means, whether You use the Site or send us emails, or whether Protolabs posts notices on the Site or communicates with You via email. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

8.5          Entire Agreement. These Terms, together with the Terms and Conditions of Sale (if You place an Order) and Privacy Policy, constitute the entire agreement between You and us regarding the use of the Site and/or any Orders.

8.6          Waiver. A waiver by us of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of ours and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

8.7          Headings and Interpretation. The Section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

8.8          Consumer Prohibition. If, contrary to the General Section of these Terms, these Terms are used in a situation in which You are a consumer and not a professional customer, some terms and conditions will not apply to You. In this case these Terms of are applicable to the extent permitted by applicable consumer law; Your rights under these laws are not affected or limited by these Terms. Because Your Orders are made to order, no right (statutory or otherwise) of withdrawal or cancellation applies.

8.9          Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it most closely matches the original provision and is valid and enforceable to the maximum extent permitted by law. The remaining provisions shall be enforced.

8.10       Assignment. These Terms, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Protolabs may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

8.11       Non-exclusivity. The contractual relationship is non-exclusive. Each party is free to contract with other third parties subject to its obligations under these Terms. You agree that nothing (including using our Site, or Protolabs reviewing Your files and/or quote) will preclude us from manufacturing other parts or working with other companies, whether or not those companies or parts are substantially similar to, or competitive with, Your files, Parts or Order and/or the services that we provide to You.

8.12       Governing Law and Exclusive Forum. The laws of the State of Delaware will apply if You access the Site in the US, and the laws of the Netherlands will apply if You access the Site outside the US, to any disputes arising out of or relating to these Terms, without regard to conflict of laws principles. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. Unless provided otherwise by operation of applicable mandatory law, any dispute, claim, clause of action or proceeding arising out of, or in connection with, these Terms, the relationship between Protolabs  and You, Your use of the Site or our services, on any basis whatsoever, shall be brought in the state or federal courts located in New Castle County, Delaware, if You access the Site in the US, or in Amsterdam, The Netherlands, if You access the Site outside the US, and You and Protolabs  shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

8.13       Copyright/Trademark Information. Copyright © 2020 Protolabs. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

All of Protolabs' logos, product names, page headers, custom graphics, button icons, trademarks, service marks and logos appearing on the Site, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Protolabs (the "Marks"). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Site 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; 10556309; 11565358; 9606701, 10401824, 11249457, 10545481, 10656626, 10983506, 10866576, 11567473, 10,929,904, 17/150,173, 10373183, 10795340, 17/007,430, 11130268, 11162770, 11574084, 11567484, 11557112.  

8.14       Contact Information. If You wish to contact us in writing, or if these Terms require You to give notice to us in writing, contact information, including country specific contact information, may be found on www.protolabs.com.

Rev 10-04-2024

Updated January, 2020

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 [email protected]. 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 January 2020.

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 [email protected];
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 [email protected];
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 fulfil 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.

Protolabs’ Notice to California Residents

The California Consumer Privacy Act of 2018, (Cal. Civ. Code §1798.100 et seq., as amended, “CCPA”) gives California residents rights and control over their personal information. Protolabs provides this statement to those residents in accordance with requirements under the CCPA to make certain disclosures about the collection and processing of their personal information. This is Protolabs’ California-specific description of consumers’ privacy rights under the CCPA.

We do not sell your personal information

Under the CCPA, a business that sells California residents' personal information to others: 1) must give notice to California residents before selling their personal information to others; and 2) must provide the right to opt out of the sale of their personal information.

Protolabs does not sell personal information, including personal information of anyone under 16 years old. Thus, these notification and opt-out requirements do not apply to Protolabs.

Your rights under the CCPA

The CCPA provides California residents with certain rights related to their personal information. To submit a request based on these rights, please contact us at [email protected]. With respect to their personal information, California residents may exercise the rights described below.

1. Right to know what personal information is being collected, for what purposes and with whom it is shared
2. Right to know whether your personal information is sold or disclosed for a business purpose and to whom.
3. Right to say no to the sale of your personal information - Again, Protolabs does not sell personal information.
4. Right to non-discrimination of service or price if you exercise your privacy rights
5. Right to deletion of personal data

Exemptions under the CCPA

The CCPA provides exemptions, until and including December 31, 2020, from certain of the above described disclosures pertaining to the last 12 months including a business-to-business exemption:

Personal information reflecting a written or verbal communication or a transaction between Protolabs and a natural person, where the natural person is acting as an employee, owner, director, officer, or contractor of a company, partnership, sole proprietorship, nonprofit, or government agency and whose communications or transaction with Protolabs occur solely within the context of Protolabs conducting due diligence regarding, or providing or receiving a product or service to or from such company, partnership, sole proprietorship, nonprofit or government agency.

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, including but not limited to click through agreements. 

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 FCA Buyers Facility (Incoterms 2020) at the point and on the date specified on our purchase order, or on such other date as we may hereafter specify in writing. If goods are to be shipped from outside the 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. You will be responsible for any breach of the restrictions contained in these Terms and Conditions by your employees.  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.

Each party shall perform its obligations hereunder in compliance with all applicable laws, regulations, and other legal requirements, including but not limited to, laws or regulations related to banned or restricted substances, such as TSCA section 6(h), RoHS, WEEE, REACH, CA Prop 65, etc. Supplier shall maintain records of such compliance in accordance with the law and shall provide any documentation as reasonably requested.

Code of Conduct. We expect you to agree to conduct business in strict legal compliance and with the highest ethical standards. By accepting this purchase order, you and your respective businesses agree to conduct business in a manner that is consistent with and adheres to the principles in our Code of Ethics and Business Conduct available at https://protolabs.gcs-web.com/static-files/e1fb04b8-91e9-4e6e-b4b0-8ec2328f974b, as updated from time to time.

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 tin, tungsten, tantalum and gold, also referred to as “3TG”, that is sourced from areas identified as conflict- affected countries or regions, including the Democratic Republic of the Congo or its adjoining countries. “Conflict Minerals” hereinafter refers to 3TG sourced from conflict-affected regions or any other material designated under applicable laws, rules and regulations, including, without limitation, Section 1502 of the United States, Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, as may be amended from time to time. Supplier represents and warrants (1) that is has policies and procedures in place to determine whether materials are free from Conflict Minerals; and (2) that no Conflict Minerals are present in any material supplied to Protolabs. Supplier further represents and warrants that it has established its policies and a due diligence process in conformance with the framework set forth under the Organization for Economic Cooperation and Development (OECD).  Supplier agrees, at any time upon Protolabs’ reasonable request, to (i) certify in writing Supplier’s compliance with this Section; (ii) report the use of 3TG in its products; (iii) provide Protolabs information regarding the source of any 3TG (i.e., smelter information); and (iv) cause its sub-suppliers of every tier to provide Supplier and Protolabs with information and cooperation to meet the requirements of the foregoing.  Supplier agrees to notify Protolabs promptly upon discovering or having reason to believe that any materials fail to comply with the representations and warranties set forth in this Section.  

AS9100 Supplier Terms. You must 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 this Agreement, including 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; “Supplier”, “you” and “your” refer to the vendor named on our purchase order; “our purchase order” refers to the purchase order to which these Terms 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 10-13-2021.