EU Terms and Conditions

Updated - March 20, 2020

1.1 These terms and conditions (the “Terms”) apply to any and all business between Formlabs Inc. or Formlabs GmbH (collectively “Formlabs”) and those products or services purchased from Formlabs. These Terms are in force at the time an order is placed, any different, complementary, or conflicting Terms introduced by the Customer are not part of the contractual relationship between Formlabs and the Customer and are expressly refused by Formlabs, unless they have been explicitly recognized by Formlabs and their inclusion has been permitted. Fulfillment of a purchase order shall not constitute explicit recognition for the purposes of these Terms and Conditions.

1.2 Formlabs Offers are addressed exclusively to Merchants or professionals and entrepreneurs according to § 14 BGB, legal entities under public law or public separate estates. Formlabs reserves the right to require proof of industrial or commercial registration or other compliance with § 14 BGB prior to accepting any registration or order.

2.1 To order using the Formlabs Online Store you may need to register as a user. Registration is free.

2.2 In order to register Customers must fill out the registration form and designate a username and password. The Customer is obliged to keep his password confidential and shall be fully liable for any unauthorized orders from his account, if he made the password available due to his or his employee’s fault (negligence or intent). The Customer may make the password available to his employees but only on a need-to-know basis.

2.3 The Customer is under no obligation to purchase products or services based solely on registration. Customers may terminate or cancel their registration at any time at https://formlabs.com/dashboard.

2.4 Customers are responsible for updating and changing their personal information. Changes to settings may be made at https://formlabs.com/dashboard. If the Customer is unable to update or remove personal information contact [email protected] for assistance.

2.5 Formlabs reserves the right to remove or delete registrations including the stored data due to inactivity or use that is contrary to these Terms and Conditions.

3.1 The Products and Services for sale on the Formlabs Website or other advertising materials are a non-binding offer to Customers (Formlabs Products).

3.2 Customers are responsible for confirming prior to the completion of their order that the Formlabs Products or services are consistent with their requirements. Prior to submitting the order the Customer has the opportunity to review the order and the individual items.

3.3 By clicking the ”Confirm Payment” button Customer is submitting their order which constitutes a legally binding offer to conclude a contract with Formlabs. Formlabs must explicitly accept the offer to create legal agreement between the Customer and Formlabs. Formlabs is entitled to accept the offer provided by the Customer within two weeks of receipt. In case of an order via phone or e-mail we will send you a non-binding offer incorporating these Terms and Conditions. Your confirmation of such non-binding offer is a legally binding offer to conclude a contract, which has to be accepted accordingly as stated above.

3.4 After the submission of the offer, Customer will receive a confirmation of the receipt via email. Unless otherwise and explicitly provided, the automatic confirmation does not constitute an acceptance of the offer.

3.5 Formlabs reserves the right to refuse an offer at its sole discretion for any reason or no reason at all. If the offer is not accepted, Formlabs may attempt to notify the Customer by contacting the email, billing address, or phone number associated with the order. If an offer is refused, any payment made prior to Formlabs’ acceptance will be returned and the Customer shall have no further right to demand delivery. Formlabs does not offer its products or services to resellers under these Terms and Conditions. You are obliged to inform us in case you intend to resell or products or services. We do not accept reseller orders without a separate reseller agreement.

3.6 The offer is accepted and the contract formed when Formlabs either accepts the offer in writing or delivers the ordered Formlabs Products.

4.1 Formlabs will deliver the ordered Formlabs Products Carriage Paid To the order address (CPT, according to Incoterms 2010), whereby the place of performance for the delivery of the goods owed by Formlabs is the Address provided at the time of the order.

4.2 The Customer may choose from shipping modes or delivery options offered by Formlabs. Formlabs shall not be responsible for any other delivery methods unless the parties have agreed otherwise. Customer is responsible for the cost of the shipping method chosen.

4.3 Place of performance for any warranty claims is the same place as for the delivery.

4.4 If the Customer requires the shipment of the goods to a place other than the place of performance, Section 4.1, the risk of accidental loss, accidental deterioration, or delay to the Customer shall pass to the Customer or subsequent carrier (Freight Forwarder) upon delivery to the Freight Forwarder or the Customer if picked up by the Customer. If the Customer is in default of acceptance the risk of accidental loss, accidental deterioration or delay passes to the Customer.

4.5 If there is a default of acceptance by the Customer, or any delay in delivery for which the Customer is responsible, Formlabs can demand compensation for the resulting damage as well as the additional expenditure required to fulfil the order. This includes the storage and maintenance of the Formlabs Products.

5.1 The estimated delivery time of an order will be provided by Formlabs with the acceptance of the order. Unless expressly stated otherwise, such estimated delivery time does not constitute a binding commitment to an exact delivery date.

5.2 From time to time circumstances outside of Formlabs’ control and without fault of Formlabs may prevent delivery according to the estimated time. Formlabs may notify the Customer in case of such circumstances using the contact information associated with the order. In case of delayed availability, Formlabs will notify the Customer of a new expected delivery period. If the Formlabs Products or services originally ordered are no longer available, Formlabs may offer to provide an equivalent good or service. If the Customer does not agree to the replacement Formlabs Products or services or if the Formlabs Products and services are not available in the newly established delivery time, both parties may rescind the contract.

5.3 Formlabs may make partial deliveries where some of the ordered Formlabs Products and services are not immediately available, unless such partial delivery is not of reasonable use by the Customer.

5.4 Notwithstanding the relevant statutory provisions, Customers must notify Formlabs of a delay in the Delivery for Formlabs to be in default.

5.5 Notwithstanding Customer’s rights according to 11.13, Formlabs maintains all legal rights to exclusion of liability as permitted by law.

6.1 Formlabs Products and services must be used according to operating instructions and relevant safety and maintenance requirements as listed on The Formlabs Website.

6.2 Formlabs is not a manufacturer of medical devices. Formlabs provides tools and materials that may be used in many applications, but does not make any claims as to the safety or effectiveness of any specific devices made using Formlabs Products or services. Formlabs’ “biocompatible” resins, such as Dental SG and Dental LT resins, have been engineered to comply with the industry standards specifically identified within the respective technical data sheets and have been tested according to relevant testing protocols for those standards. Biocompatible resins are a Specialty Formlabs Product, developed for use by medical professionals, and should be used in accordance with the instructions for use. The final performance characteristics of cured photopolymer resin may vary according to Customer compliance with the instructions for use, application, operating conditions, material combined with, end use, or other factors.

6.3 Formlabs Products are not intended for use with materials or hardware provided by third parties. Use of third-party materials or Products is not recommended and may result in damage or inferior results. Formlabs is not liable for any damages or defects that result to Formlabs Products due to use with non-Formlabs materials or Products.

6.4 Unless explicitly stated otherwise on the Formlabs Product pages, Formlabs Products and services should not be used in situations that support, sustain, or put human life at a significant risk. This includes medical devices, aids, implants, weapons, or the manufacture of machines parts whose failure can cause considerable damage. For Formlabs Products that are intended for use in such applications, Customers must follow all stated instructions and limit use to the applications intended.

7.1 In order to use select Formlabs Hardware Products, Customers must download the Preform software. This software is available and free to download from the Formlabs website.

7.2 Formlabs owns all of the rights in the software it is allowing you to use, except for components such as open source libraries that have their own licenses and rules. You are only granted a non-exclusive right to use the software and only in the state the software is provided to you by Formlabs The Customer may not break Formlabs software down to analyze it, modify it, use it with non-Formlabs Products, or redistribute it without explicit consent. Customer may not rent, lease, or copy the software to others. § 69e of the UrhG remains unaffected.

7.3 Formlabs Software may not be used on computers that are used for security or energy supply.

7.4 Formlabs Software may not be used on computers that are used for healthcare.

7.5 Formlabs may modify or provide additional Software from time to time. These Terms and Conditions will continue to apply to future Software licenses.

8.1 Formlabs may provide the Customer with public forums and social media for discussion and potential for collaboration with other customers. These forums are free, but Formlabs is under no obligation to continue to support or offer public forums or social media. Formlabs takes no responsibility and assume no liability for any comments or User-Generated Content posted by the Customer or any third-party.

8.2 Customers are responsible for their own content, data, or information posted in these public forums (hereinafter “User-Generated Content”). The User-Generated Content may be used by all Formlabs Customers. Formlabs is entitled to limit or remove User- Generated Content at any time and for any reason.

8.3 By publishing User-Generated Content in the community forums or on social media, the Customer grants Formlabs a worldwide, perpetual right to use the User-Generated Content. This right includes the right to use, modify, delete, publish, publicly perform, and/or reproduce the User-Generated Content in connection with the Formlabs Products, the community forums, and through other channels that are related in content and which are operated by Formlabs or on behalf of Formlabs by third parties. Formlabs is not entitled to sell User-Generated Content to third-parties or to rent or use the public forums in a context independent of the Formlabs Products or the community. Formlabs is not obligated to delete User-Generated Content or require other Customers to delete their User-Generated Content unless compelled to do so by statute.

8.4 The Customer is not entitled to compensation for the rights for use granted to Formlabs for their User-Generated Content.

8.5 Formlabs has the right to sublicense such right for use. The scope of the sublicense cannot expand the rights in Section 8.3.

8.6 The Customer agrees that any User-Generated Content they post will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. The Customer further agrees that any User-Generated Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. The Customer may not use a false e-mail address, pretend to be someone other than themselves, or otherwise mislead Formlabs or third-parties as to the origin of any User-Generated Content. The Customer is solely responsible for any User-Generated Content.

8.7 The Customer shall hold Formlabs harmless of and shall indemnify Formlabs from any costs (including reasonable costs for legal defense), third party claims, including claims for damages, and damages resulting from any infringement by any User-Generated Content posted by the Customer. This does not include any infringement not caused by Customer’s negligence or intent.

8.8 Customers are responsible for all User-Generated Content that is posted or published. Formlabs has no obligation to review or revise User-Generated Content prior to publishing. Notwithstanding the above, Formlabs reserves the right, to refuse or remove in Formlabs’ sole discretion, any time, without notice, and for any reason. Formlabs can remove the right to post or publish User-Generated Content at any time for any reason.

8.9 Customers are prohibited to post commercial content advertising any third party products or services or to harass other Customers, e.g. by sending spam messages, chain mails or unrequested advertisements.

9.1 The price listed at the time of order including applicable taxes and shipping fees apply. Where tax is not collected Formlabs may require the Customer’s tax ID during the Order or Registration. If the Customer does not provide their VAT exemption ID, Formlabs is entitled to invoice for the full VAT.

9.2 Unless otherwise explicitly agreed to in writing, the purchase price is due upon acceptance of the Order and receipt of a respective invoice. Formlabs reserves the right to withhold delivery until the payment is complete. Formlabs may return payment and cancel the order any time prior to acceptance.

9.3 If Customer does not pay as above or as otherwise agreed to, the Customer shall be in default of this agreement. Formlabs does not have an obligation to provide warning or notice. Any amount owed is subject to interest at the statutory interest rate as under § 353 HGB. Formlabs has the right to claim any and all further damages.

9.4 The costs of the transport to the place indicated in the accepted order are included in the purchase price. This does not include any special packaging required for the transport to any other place by the Customer. The Customer bears the costs of the review of the Products upon receipt and of the storage at the destination. The Customer is responsible for any customs and taxes as well as any insurance and export/import permits required.

9.5 The Customer may only demand retention and set-off where the claim is undisputed or legally established. Notwithstanding the above, the Customer retains the rights granted by § 320 BGB as well as their legal rights in cases of defective Products.

10.1 Formlabs reserves all title to Products sold until the full payment has been received. Prior to full payment, the Customer is not entitled to pledge the Products to third parties or assign them as security. The Customer agrees, through writing, to inform Formlabs immediately of any application or filing of insolvency proceedings. Customer is obligated to provide Formlabs with all required documentation.

10.2 Formlabs rights and title shall continue even if the Customer has used the printer or materials in fabrication until the Customer has fully paid. The reservation of title includes any cases of processing, mixing or combination with other products. Formlabs is deemed to be the producer of such results. If such processing, mixing or combination is made with third party goods and the title of such third parties is reserved as well, Formlabs shall become a co-owner in an amount equal to the proportion of the amounts due in relation to each other.

10.3 If the value of the securities reserved by Formlabs hereby is more than 30% higher than the amounts due to Formlabs, Formlabs will release any reserved title up to such percentage upon request of the Customer. The choice which title is to be released shall be in Formlabs sole discretion.

10.4 Customer is required to return the Products to Formlabs at Customer’s cost, if Formlabs withdraws before full payment of the contract due to Customer breach. A reasonable payment period may apply as per the applicable statutory regulations prior to Formlabs withdrawal.

11.1 All Formlabs Products must be used and maintained in accordance with any and all operating and safety instructions. Any other uses or maintenance may result in damage to the Formlabs Products. These damages do not constitute defects according to the warranty obligations herein.

11.2 Where not otherwise addressed or specified, the statutory provisions regarding the remedy of defects (“Warranty Service”) shall apply in case of material deficiencies or defects to the Products.

11.3 Notwithstanding § 434 S. 3 BGB, Formlabs is not responsible or liable for any public statements made by third parties where the defects asserted are due to the usual and expected nature of the Products.

11.4 Customer is responsible for examining the Products and any packaging upon delivery. Any visible transportation defects or damages are to be be reported to the freight forwarder in a documented manner.

11.5 Any assertion of warranty claims by Customers who are Merchants, according to the German Mercantile Act, must be made in accordance to § 377 HGB including timely inspection for completeness and recognizable deviations or defects. If the Customer does not provide notification of defects within a reasonable period, but no more than 15 business days after receipt, the delivered Products shall be deemed approved. Any concealed defects discovered later shall be brought to Formlabs’ attention immediately upon discovery.

11.6 Formlabs may make any Warranty Service conditional to Customer’s payment of any outstanding amounts due, subject to an offset in proportion to the defect. Customer is responsible for the full payment once the Warranty Service has been completed.

11.7 Formlabs will bear the cost of Warranty Service. However, if Formlabs determines that the Product is not defective or the Customer knew or should have known of a defect or was otherwise grossly negligent, Formlabs shall be entitled to charge the Customer for any costs arising from the Warranty Service including the inspection and transportation costs.

11.8 If any Products are defective, Formlabs at its sole option may provide Warranty Service by remedying the defect (Repair), by delivering a defect-free item (Replacement), or subject to the customer’s consent by providing the appropriate parts and instructions to enable the Customer to service their Product (DIY Service). Formlabs will not choose an option requiring disproportionately high costs for the Customer. The Warranty service will be deemed failed if after the second attempt to rectify, the defect persists, the required improvement is unreasonable to Formlabs, or the improvement is refused. In case of failure to repair, the Customer is entitled to cancel their contract and return the Formlabs Product for a full refund or to a partial refund in proportion to the limitation of use.

11.9 The Customer is responsible for the backup or removal of any data stored on the Formlabs Products when returning Products for Warranty Service. Formlabs is not liable for any loss of data unless caused by intentional or grossly negligent actions on behalf of Formlabs.

11.10 All Warranty claims expire after one (1) year unless the Customer purchases the Extended Warranty option as available. The limitation periods of the applicable statutes (e.g. § 438 BGB) apply to any contractual or non-contractual claims for damages based on defects in the goods, unless application of the statutory period of limitation would result in a shorter statutory limitation in individual cases (§§ 195, 199 BGB). Any claims for damages by the purchaser pursuant to 11.1 and 11.3 as well as under the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods. To the extent that Formlabs offers an Extended Warranty as an additional service, the terms of the Extended Warranty apply.

11.11 In addition the limitations in liability listed in Section 11 apply.

11.12 The details for Repair or Replacement service will be provided at the time of use or listed on the Formlabs website. To request service Customers should submit a ticket at https://support.formlabs.com.

11.13 Formlabs has a 30-day return policy. Within 30 days from delivery, the Customer may withdraw from the Contract by contacting [email protected] and requesting a return. Formlabs will refund the amount paid minus the costs of shipping and 10% restocking fee once the returned Product has been received.

12.1 Formlabs shall only be liable for damages caused by gross negligence or intentional damage by Formlabs itself, its legal representatives, or vicarious agents in accordance with § 278 BGB. Formlabs may be liable in cases of negligence where the breach is a material breach of contract, the occurrence of which go to the heart of the contract, jeopardizing the fulfillment of the purpose, and breach is of a cardinal obligation in which the Customer would customarily rely.

12.2 Formlabs shall be liable for intentional or grossly negligent actions of vicarious agents, that are not Officers of Formlabs, only to the extent that the damages are of an amount that is typically foreseeable. The same shall apply if Formlabs is liable for simple negligence.

12.3 In the case of damages resulting from injury to life, limb, and health as well as under the Product Liability act, Formlabs shall be fully liable in accordance with the applicable legal provisions.

12.4 Formlabs shall never be liable for damages resulting from improper use, faulty operation, improper repair or maintenance, or any other interventions done on behalf of the Customer by Third Parties or by the Customer not according to instruction from Formlabs. This exclusion applies to any disregard of installation or operation instructions, failure to maintain the Products according to Formlabs instruction, use of inappropriate equipment, and any use of Third Party materials, hardware, or software. This exclusion further applies to any avoidable chemical, electrochemical or electrical influences, and the like.

13.1 If any conditions of the present Terms and Conditions be held invalid or ineffective, the validity and effectiveness of the remaining provisions shall remain in force and unaffected to the extent possible.

13.2 Formlabs is entitled to modify or change the terms and conditions for any reason or without reason, as far as this does not disadvantage the Customer in good faith. Changes apply to all future purchases. Changes will be announced by publication at formlabs.com/ch/terms-of-service/eu/ or notification via the email address associated with the account. Changes to the terms of this Agreement are permissible if changes to the Products or services offered result in new regulatory requirements. In particular, changes are acceptable where new Products or Services are offered or if changes in legislation or jurisdictions affect the terms. So long as the Customer does not object to the validity of the new terms and conditions within two weeks of notification, the modified terms and conditions shall be deemed accepted. In announcing any changes, Formlabs will include reference to the option to object, the deadline in place, and any resulting legal consequences, in particular those consequences attaching to an acceptance. In the case of an objection, the original terms and conditions shall apply until termination.

13.3 With respect to any use of the Online Services, including the registration on formlabs.com, either party may terminate this agreement at any time.

13.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin-Pankow, so far as the Customer is a Merchant in accordance with the German Commercial Code, a legal entity under public law, or a public separate estate under public law. The same applies if the Customer does not have a general place of jurisdiction in Germany.

13.5 The Customer is not entitled to assign any claims under this Agreement.

13.6 This contract shall be Governed under the laws of Germany, to the exclusion of the application of the UN Sales Convention and the conflicts of law rules of private international laws.

13.7 The EU Commission provides an internet platform for the online settlement of disputes (“OS-Platform”). The OS-Platform is intended as an initial point of contact for the out-of- court settlement of disputes concerning contractual obligations arising from sales contracts. The OS-Platform can be reached at the following link: ec.europa.eu/consumers/odr/.

13.8 Formlabs, is not obliged to and, will not participate in out-of- court dispute resolution between Formlabs and the Customer within the meaning of the Consumer Dispute Settlement Act.