Lazarus 3D Corporation General Terms and Conditions

All Lazarus 3D quotations, sales, and deliveries are subject to these General Terms and Conditions (GTC). Our General Terms and Conditions shall apply exclusively. Any terms and conditions of the Customer, which deviate from these General Terms and Conditions or provide additional terms, are hereby expressly rejected. Neither our failure to object to Customer's terms and conditions nor our delivery of products nor performance of services shall be deemed an acceptance of any Customer's terms and conditions that were not expressly accepted in writing by Lazarus 3D. These General Terms and Conditions shall also apply to all future transactions with the customer.

Section 1 - General

(1.1) This General Terms and Conditions (GTC) constitutes a part of the offer by Lazarus 3D to the Customer and becomes a binding contract under the terms and conditions set forth herein when the offer is accepted by the Customer in writing. The offer shall automatically expire by the expiration date set forth in the offer and may be terminated by Lazarus 3D at any time prior to acceptance by the Customer. Upon acceptance, the Customer's obligations under this offer may not be canceled. If Customer has any objections to any provisions of this Agreement, such objections must be made in writing within ten (10) days after receipt hereof, and failure to make such objections will constitute a waiver of any such objections.

(1.2) These General Terms and Conditions, including without limitation the limited warranty stated in Section 4 and the limitation of liability stated in Section 9, shall also apply to the product that are supplied to the Customer as samples, on loan or for demonstration purposes.

Section 2 - Quotation and Delivery

(2.1) All pricing provided by Lazarus 3D is valid for 30days from the date of the quote unless otherwise notified by Lazarus 3D.

(2.2) Any product customization questions are subject to written confirmation from Lazarus 3D.

(2.3) All delivery estimates quoted by Lazarus 3D shall begin only upon receipt of payment. If Lazarus 3D has quoted a definitive delivery date, any delay caused by the Customer shall extend the delivery date by an equivalent time.

(2.4) Customer will pay for shipping and any additional coverage required unless Customer provides shipping account numbers to cover for shipping. All orders will be quoted Ex Works. Shipping and packaging costs shall be added to the Invoice at an amount equivalent to the cost incurred by Lazarus 3D.

(2.5) Dependent on the size and quantity of the Customer order, Lazarus 3D reserves the right to ship in partial shipments.

(2.6) All delivery dates are subject to change for any cause which is unforeseen or beyond the control of Lazarus 3D or beyond the control of any Lazarus 3D suppliers or subcontractors, including but not limited to shortages of raw material or energy, mechanical breakdowns or damages to machinery, labor disturbances (strikes, lockouts), Acts of God or other circumstances that significantly hinder or render impossible our performance. The occurrence of any of the foregoing events shall suspend the performance of our obligations during the continuance of such event and shall extend the time or date for delivery to a corresponding time period. If any of the previously described events continue for more than three (3) months. The customer may, after having given us a reasonable extension of time for delivery, cancel the order. In no event shall we be liable for any damages arising out of such cancellation.

Section 3 - Price, Payment, Order Scheduling, Return

(3.1) Any orders by Customer shall become effective only if confirmed by Lazarus 3D in writing. Written quotations or order confirmations may only be modified or attended in writing and agreed to by both parties.

(3.2) A handling fee will be added to all credit card orders. Bank transfer fees are to be paid by the Customer.

(3.2) Payment shall not be deemed to have been received by Lazarus 3D unless and until the respective amounts have been fully credited.

(3.3) Upon the Customer's failure to make payments when they are due, unpaid amounts shall bear interest at the rate of two (2) percentage points over JP Morgan Chase’s prime interest rate.

(3.4) If Lazarus 3D, in its reasonable discretion, has determined that the financial condition of the Customer at any time jeopardizes the Customer's ability to perform any of its obligations, Lazarus 3D may require cash payment, immediate payment of the entire balance, and/or furnishing collateral deemed satisfactory to Lazarus 3D.

(3.5) Customer's failure to pay timely and fully any invoice shall operate to make all our other outstanding invoices to Customer immediately due and payable and, at our sole discretion, shall be grounds for cancellation of any further performance by Lazarus 3D.

(3.6) Our receipt and acceptance of partial payments shall not constitute a waiver of any of our rights set forth herein or available to us under applicable law.

(3.7) Any collection expenses, including reasonable attorney's fees, shall be borne by the Customer.

(3.8) Order scheduling: All orders begin upon receipt of payment or PO. Delivery date is dependent on Lazarus 3D's manufacturing capacity and the order itself. Invoices are dated the date of shipment except where prepayment is required (i.e., proforma invoices are the prepayment date). Standard terms on invoices are Net 30 unless otherwise agreed to in writing.

(3.9) Pre-Sure® orders may be denied by Lazarus 3D if a  Customer does not have a fully executed Business Associate  Agreement (BAA) in place with Lazarus 3D.

(3.10) The Customer may request a change to an order by contacting support@laz3d.com no more than two business days after your order. Order changes may be denied, and may incur additional charges or fees to enact. 

(3.11) All customized or made-to-order products (including, without limitation, patient-specific or customer-specified models) are non-returnable and non-refundable once production has commenced. Customer acknowledges and agrees that Lazarus 3D will begin production only after (i) Customer has provided written approval of the final design, and (ii) Customer has confirmed agreement to payment terms for such order. Upon such approval and agreement, Customer shall be fully obligated to pay the invoiced price, regardless of whether Customer later seeks to cancel or modify the order.

(3.12) Internationally shipped products require prepayment.

Section 4 - Limited Warranty

(4.1) Lazarus 3D warrants that our products are free from defects in workmanship and materials under NORMAL use and service, excepting ordinary wear and tear, and inappropriate, incorrect or excessive use or application for a period of 12 months,unless otherwise indicated (e.g. due to material type used for the model or consumable).

(4.2) Customers must inspect all products delivered without delay and notify Lazarus 3D in writing of any defects. Lazarus 3D shall not be liable in any way if the Customer fails to inspect the products upon receipt or fails to notify us in writing of any defect within seven (7) calendar days of delivery.

(4.3) In the event that Lazarus 3D and Customer agree that a defect exists, we will, at our sole discretion, correct the same by repairing the defect in the products or by delivering replacement products.

(4.4) This warranty does not cover damages caused to Customer employees, equipment or facilities by or resulting from the use of a Lazarus 3D model in an application for which the model was never intended or designed. The model's intention is specifically explained by the Customer in a written product requirements document accepted by both.

(4.5) Any modifications done to the Lazarus 3D product by Customer that result in the poor performance of the product or result in any damages to the Customer's employees, and/or equipment of facility are the SOLE RESPONSIBILITY OF THE CUSTOMER.

(4.6) The warranty shall not apply to a product which has been repaired or altered not in accordance with Lazarus 3D's instructions, nor shall it apply to a product which has been subject to misuse, unauthorized use, negligence, accident, (including fire, water, explosion, smoke, vandalism, etc.) or which has been operated contrary to Lazarus 3D's instructions or any other cause beyond Lazarus 3D's control.

Section 5 - Intellectual Property

(5.1) All manufacturing processes and designs regarding all projects are the exclusive property of Lazarus 3D unless stated in writing and signed by Lazarus 3D including projects that incorporate customer designs.

(5.2) Under no circumstances will Lazarus 3D agree to proprietary distribution of a 3D Print that incorporates standard anatomical data (including pathologies) that are available to the general public.

(5.3) Customers may provide Lazarus 3D with data, images, scans, designs, drawings, specifications, or other materials (collectively, “Customer Inputs”) for the purpose of manufacturing or customizing products. Customer hereby grants Lazarus 3D a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of the Customer Inputs including as necessary to (i) evaluate, manufacture, test, deliver, and support the products and (ii) comply with legal, quality, and safety requirements. Except as expressly set forth otherwise, all right, title, and interest in and to Customer Inputs remain with Customer.

(5.4) Customer represents and warrants that: (a) it owns, or has obtained all rights, licenses, permissions, and consents necessary to provide the Customer Inputs to Lazarus 3D and to authorize the uses described in Section 5.3; (b) the Customer Inputs and the products requested by Customer do not and will not infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of any third party (including patents, trademarks, copyrights, and trade secrets); and (c) Customer Inputs do not contain protected health information unless covered by a Business Associate Agreement (BAA) with Lazarus 3D and/or are provided in compliance with applicable privacy and data protection laws. Customer agrees not to request that Lazarus 3D design, manufacture, or deliver any product that infringes or violates third-party rights.

(5.5) Lazarus 3D may refuse, suspend, or cancel any order, in whole or in part, if Lazarus 3D determines in its reasonable discretion that the Customer Inputs or requested products may infringe, misappropriate, or otherwise violate third-party rights or applicable law. In such a case, Lazarus 3D may require additional assurances or documentation of Customer’s rights as a condition of proceeding.

(5.6) Customer shall promptly notify Lazarus 3D by email at support@laz3D.com upon becoming aware of any claim, allegation, or investigation regarding infringement, misappropriation, or violation of third-party rights related to Customer Inputs or requested products, and shall cooperate with Lazarus 3D in assessing and responding to such matters.

(5.7) In addition to Customer’s indemnification obligations under Section 10, Customer shall indemnify, defend, and hold harmless Lazarus 3D and its affiliates, officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Customer Inputs or the products requested by Customer (to the extent designed or specified by Customer) infringe, misappropriate, or otherwise violate any third-party intellectual property or proprietary rights.

Section 6 - Confidentiality

Customer will not disclose to third parties, nor use for any purposes other than its performance of this Agreement, any of Lazarus 3D's trade secrets or proprietary information, including Lazarus 3D's specifications, formulas or financial or business information and plans, including (without limitation) the terms of this Agreement. The terms of any separate confidentiality agreement entered into by Lazarus 3D and Customer will remain in full force and effect.

Section 7 - Training & Installation

Lazarus 3D shall provide a training document and/or session and shall provide a comprehensive training on how to use the product, where to install it or how to check for the fitness of the premises, and how to best care for it, unless otherwise specified in the Distribution Agreement. Customer shall indemnify and hold Lazarus 3D harmless against any misuse, loss, damage, or claim arising out of not following the training recommendation and /or condition of the premises or such utilities.

Section 8 - Limitation of Liability

EXCEPT AS EXPRESSLY AGREED UPON, UNDER NO CIRCUMSTANCES SHALL LAZARUS 3D HAVE ANY LIABILITY WHETHER DIRECTLY OR BY WAY OF INDEMNITY OR OTHERWISE, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, STRICT OR PRODUCTS LIABILITY, INFRINGEMENT OF PATENTS. TRADE SECRETS TRADEMARKS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS OR ANY OTHER LEGAL THEORY IN CONNECTION WITH THE PURCHASE, INSTALLATION OR USE OF THE PRODUCTS OR IN CONNECTION WITH OUR PERFORMANCE UNDER OUR ORDER CONFIRMATION. THESE GENERAL TERMS AND CONDITIONS, OR ANY BREACH BY RESPECTIVELY THE CUSTOMER, LAZARUS 3D OR THEIR EMPLOYEE OF ITS DATA PROTECTION OBLIGATIONS UNDER THESE GENERAL TERMS AND CONDITIONS.

Section 9 - Applicable Law Venue, Severability

(9.1) The business relationship between Lazarus 3D and the Customer shall be governed by, and construed in accordance with, the laws of the State of Oregon without giving effect to its content.

(9.2) The invalidity or unenforceability of any one or more provisions of these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions hereafter.

Section 10 - Indemnification

Customer will indemnify and save and hold Lazarus 3D harmless from and against any and all damages, losses, claims, liabilities, or demands resulting from Customer's: (a) breach of this Agreement; (b) negligence, gross negligence, or intentional misconduct; or (c) misuse of the Products.

Section 11 - Waiver

The waiver of any term, condition or provision of this Agreement will not be construed to be a waiver of any other such term, condition or provision, nor will such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision.

Section 12 - No Assignment

The Customer may not, without the prior written consent of Lazarus 3D, in whole or in part, assign this Agreement, or any rights or obligations granted in this Agreement. Lazarus 3D may, in whole or in part, assign this Agreement or any rights and undertakings hereunder.

Section 13 - Reselling and Exporting

Without the written permission of Lazarus 3D, the Product may not be moved to another country than specified in the Agreement even if ownership has not changed. Notwithstanding the above, the Customer will provide Lazarus 3D with updated contact information in any case should the models be moved to a new location.