法律

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 Protolabs 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, Inc. 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 Protolabs' 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. ("Protolabs", "we", or "us"), located at 5540 Pioneer Creek Drive, Maple Plain, Minnesota 55359.

华体会app官网
Through the Website, you can obtain information about our services, request a quotation through our ProtoQuote® or FirstQuote® 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
除非另有指示,这个网站和检修es 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.

Trademarks and Service Marks
Protolabs的商标、产品名称、heade页rs, 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 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 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 Protolabs 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).

超链接免责声明
The Website may contain links to other websites maintained by Protolabs 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
我们与职责不声明或保证ECT 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, PROTOLABS, 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[email protected]) 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. Protolabs 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[email protected], 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.

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.除非另有明文规定在我们购买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.使用,“机密信息”是指ny 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 athttps://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.