1. Definitions
2. Order procedure
3. General responsibilities
4. Technical documents and information
5. Cancellation of the purchase order
6. Delivery delays
7. Prices and terms of payment
8. Intellectual property rights
9. Confidentiality
10. Force majeure
11. Term and termination
12. Limitations of liability
13. Product liability
14. Applicable law and dispute resolution
15. Miscellaneous

The order You are currently submitting shall be governed by these order terms and conditions. By accepting the order you confirm that you have accepted and are bound by these terms and conditions.

1. DEFINITIONS

“Customer” means the Party making the Purchase Order.

“Confidential Information” means all material and information received from the other party or which is otherwise accessed by that party which marked or labelled as confidential or should otherwise be understood to be confidential.

“Purchase Order” means a separate written or e-mail order submitted to Materflow by the Customer specifying the requested Services.

“Products” means the products manufactured for the Customer based on Purchase Orders and resulting from Services.

“Service(s)” means the 3D-printing business carried out by Materflow and based on the Customer’s Product Description.

“Product Desription” means the Customer’s 3D-plans and drawings relating to the Services and the Products
General Terms.

The Services, Purchase Orders and Products shall be governed by the terms of this Agreement, the price list presented or sent to the Customer and the Product Description.

2. ORDER PROCEDURE

Materflow provides the Services and manufactures the Products in accordance with the specifications in this Agreement and the Product Description. The Customer shall provide Materflow with the Product Description in connection with making of the Purchase Order.

3. GENERAL RESPONSIBILITIES

The Parties shall in all circumstances co-operate in good faith in order to fulfill the objectives of this Agreement. Should a party become aware of any circumstances, which impede or threaten to impede the execution of a Purchase Order, or have reasonable doubts on the result, which may be expected from its activities, such party shall inform the other party of such a circumstance.

Materflow shall ensure that it has sufficient resources to perform the Services and manufacture the Products in accordance with this Agreement.

4. TECHNICAL DOCUMENTS AND INFORMATION

The drawings and other technical documents relating to the Products and their manufacturing delivered by the Customer to Materflow shall be property of the Customer. A Party may not, without the consent of the Customer, copy or use for any other purpose than set forth in this Agreement.

The Customer is entitled to use in its business drawings and documents relating to improving of the manufacturing process or the quality of the Products that Materflow may propose during the term of the Agreement.

Materflow is entitled to rely on the correctness of the drawings and documents delivered to it under this section.

Materflow is also entitled to carry out the Services and the manufacturing of the Products in accordance with these documents without any obligation to ensure their correctness or feasibility in relation to the Products. The Customer shall be solely responsible and liable for the drawings and documents relating to manufacturing of the Products.

5. CANCELLATION OF THE PURCHASE ORDER

Should the Customer cancel a Purchase Order after receipt of the Purchase Order by Materflow, the Customer shall pay to Materflow the amount of 20% of the total price of the Purchase Order. If Materflow has commenced manufacturing of the Products, the Customer shall pay in addition to this sum the proportional price of the manufactured Products compared to the total amount of the Purchase Order.

6. DELIVERY DELAYS

If Materflow finds that he will not be able to deliver in time in accordance with the Purchase Order, it shall without delay inform the Customer by e-mail thereof and of the expected time for delivery.

If the delay causes material inconvenience or harm to the Customer, it is entitled to cancel the delayed delivery, provided that the cancellation is made within five business days of the notice concerning the delay.

Unless the delay results from a force majeure event as described in Section 10 or defects in the information or documents provided by the Customer, Materflow shall compensate the Purchaser for the Customer`s additional costs and losses resulting from the delay. The compensation shall, however, not exceed 10% of the price (excl. VAT) of the Purchase Order.

7. PRICES AND TERMS OF PAYMENT

Materflow shall invoice for the Services performed in accordance with the information presented or delivered to the Customer in connection with the Purchase Order. Prices specified in the Price List are net value without value added tax (VAT). The applicable VAT and other taxes and public charges (if any) shall be added to the invoice at the prevailing rate.

The terms of payment are fourteen (14) days net from the date of the invoice. All invoices shall be in EURO. The Customer shall pay interest to Materflow on the amount overdue in accordance with the Interest Act of Finland.
Materflow reserves the right to invoice the Customer at regular (usually monthly) intervals or at appropriate stages of any commissioned procedure and to request advance deposits for the fees and expenses incurred due to the Purchase Order.

8. INTELLECTUAL PROPERTY RIGHTS

This Agreement shall have no effect on either party’s intellectual property rights or any other rights existing prior to the parties’ execution of this Agreement.

This Agreement shall not constitute any rights relating to the Products to Materflow or other rights other than specifically set forth in this Agreement.

9. CONFIDENTIALITY

Both parties shall keep in confidence all Confidential Information. A party shall have the right to use and copy Confidential Information of the other party only for the purposes set forth in and to the extent necessary for the purposes of this Agreement. A party aims to disclose Confidential Information of the other party only to those of his employees who need to know such Confidential Information for the purposes set forth in this Agreement.

The confidentiality obligation shall, however, not be applied to material and information that: (a) is generally available or otherwise public; (b) a party has received from a third party without any obligation of confidentiality and such information is not directly or indirectly from the other party or its Affiliated Companies; (c) was in the possession of a party or its Affiliated Company prior to the receipt of the same from the other party without any obligation of confidentiality related thereto; or (e) a party must disclose pursuant to a mandatory law, decree, or other order issued by competent authorities or judicial order.

A party shall cease using Confidential Information of the other party promptly upon termination of this Agreement or when that party no longer needs the Confidential Information in question for the purposes stated in this Agreement. Unless the parties agree specifically on destruction of any Confidential Information, a party shall deliver such information back to the other party. Materflow may use the Customer as a reference in accordance with the good and generally acceptable marketing practices.

10. FORCE MAJEURE

Neither party shall be liable for delays and damages caused by an impediment beyond its control, which it could not have taken into account at the time of the conclusion of this Agreement, and the consequences of which could not reasonably have been avoided or overcome by such party. Strike, lock-out, boycott and other industrial action shall constitute a force majeure event also when the party concerned is the object or a party to such an action. A sudden down-time in production is also considered a force majeure. A party shall notify the other party in writing without delay of a force majeure event. The party shall correspondingly notify the other party of the termination of a force majeure event.

11. TERM AND TERMINATION

This Agreement shall become in full force and effect after the Customer has clicked the Purchase Order acceptance button on Materflow web-pages.

Each party shall have the right to terminate this Agreement with immediate effect upon written notice to the other party if (a) the other party is declared bankrupt, is put into liquidation, statutory corporate restructuring, or it ceases with its payments, or (b) the other party commits a material breach of any of the terms and conditions of this Agreement and does not remedy such breach within thirty (30) days of written notice thereof.

12. LIMITATIONS OF LIABILITY

Any claims under this Agreement or the Purchase Orders have to be made within (whichever is the latest): (i) two years from the date of this Agreement or (ii) one year from the delivery of the Products subject to the Purchase Order.

Neither party is liable for any indirect or consequential damages. The limitations of liability shall not apply to intentional acts or gross negligence. The liability of Materflow to the Customer for the Services or Products manufactured under this Agreement shall be limited to 10% of the price (excl. VAT) of the relevant Purchase Order.

For the avoidance of doubt, the Parties specifically acknowledge and agree that the 3D-plans and drawings relating to the Products are prepared by the Customer and on its full responsibility. Materflow shall have no liability for the feasibility of the Products or their suitability for their intended use, in relation to the design of the Products, their compatibility with other components or products, or the durability of the Products in their intended use or for the suitability of [ ] for the Products or their purpose.

13. PRODUCT LIABILITY

I the Products cause due to security defects personal or property damages, the Customer shall be liable for any possible damages. If a third party presents claims against Materflow for alleged damages caused by the Products, Materflow shall inform the Customer thereof without undue delay.

14. APPLICABLE LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding any choice of law provisions thereof. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled the District Court of Lahti, Finland.

15. MISCELLANEOUS

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Nothwithstanding the above, a party may transfer this Agreement to a third party to whom the business subject of this Agreement is transferred.

This Agreement and its Appendices represents the entire agreement between the parties and supersedes all prior agreements, representations and arrangements, if any, between the parties relating to the subject matter hereof.
Notices required under this Agreement shall be deemed sufficient if in writing and sent postage prepaid by registered or certified mail or by fax or e-mail number or email address as notified by a party to the other party in writing.

If any part of this Agreement is held to be invalid or unenforceable by any court, tribunal, competition or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of the Agreement. Instead, the parties shall use their best efforts, through negotiations in good faith, to amend the Agreement so that its effect shall remain as close as possible to the effect it would have had without such invalidity or unenforceability.