Vendor Terms and Conditions

WEBSITE SUPPLIER AND SALES AGREEMENT

By signing up to the website this Agreement shall apply and the Parties agree to the terms included in these Terms and Conditions. You will be bound by these terms in their entirety.This Supplier Agreement (“Agreement”) is made and becomes effective at the date of your registering and signing up with the website.

This document is to be read in conjunction with our Acceptable Use policy. BETWEEN: 3D-Prototype Ltd., a company registered in England & Wales under company number 08508155 and who’s registered address is at 135 Wilmington Gardens, Barking, Essex, IG11 9TR, United Kingdom (the “Retailer”, “Website”, "Vendor"),a company organised and existing under the laws of the England & Wales;AND: You, acting as a Supplier who has been approved to use our Website marketplace.Definitions Herein, www.3D-prototype.co.uk/www.3D- Prototype.co.uk means the Vendor/ Website owned by 3D-Prototype Ltd. The website acts as a “Conduit” for the process of the order and sale between the Parties and Customers.The Supplier shall mean anyone participating in displaying Product for sale via the Website to Our prospective customers with product sourced through the website.The End User or Customer shall mean the visitors and customers ordering goods through the website.

It is agreed as follows:

The Retailer/Vendor wishes to advertise and promote the products offered by the Supplier at its website located at www.3D-Prototype.co.uk and its sub-domain site www.3D-Prototypes.co.uk and the Supplier agrees to list and supply their products according to the website’s Acceptable Use Policy.

1.0 Term

The Retailer/ Vendor and the Supplier agree that the term of the Agreement shall commence when the Supplier registers with the Website and this shall be deemed the effective date, which shall continue for as long as the Supplier remains registered with the website as a Supplier.

2.0 Cancellation

Cancellation of this Agreement shall take place if the Retailer/ Vendor or Supplier is not satisfied with the quality of the goods being supplied or a breakdown in the cooperation defined by this Agreement, and the results thereof.

3.0 Retailer/ Vendor's Role

The Supplier shall open and set-up an Account with the Retailer/ Vendor’s Website in order to list their products on the website platform.

3.1 The Retailer/ Vendor is promoting the Supplier’s Products outlined in their individual listings and agrees that it will not make any misleading claims or produce any misleading advertising material in respect of the Products or service to be supplied to the website’s customers. During any visits or transactions, the Retailer/ Vendor is the main contact person of the End Customers.

3.2 The Supplier and the Retailer/Vendor will provide an appropriate level of pre-sales and after sales support to the customers, but the Supplier shall assume all responsibility for any fulfilment of orders, mistakes, errors, omissions or warranties/ refunds to the End user/ Customer.

3.4 The website End Customers and the Supplier shall deal directly with each other in relation to any Product orders. Any after sales services need to be provided directly to the End Customer by the Supplier.

3.5 Each package sent to the End Customer will be sent by the Supplier according to the description on the website marketplace and this shall be at the postage/ carriage/ shipping rates shown by the Supplier in their Product listing. Delivery of the goods is the responsibility of the Supplier until it reaches the End User/ Customer in safe condition.

4.0 Supplier's Role & Services

4.1 The Supplier will provide product fulfilment for all sales obtained by the Retailer/ Vendor with regard to any images of products displayed by the Vendor/ Retailer’s website. The Supplier is not the Agent of either the Retailer/Vendor or the website or the End Customer, nor vice-versa.

4.2 The Supplier retains all rights to all images of products which the Supplier has provided to the or shown on the website marketplace for listing purposes and retains the right to prohibit the use of any and all images provided. The website may not use any of the images contained within the provided photos for any other purpose other than to promote sales of the specific products listed on the website by the Supplier.

4.3 The Supplier is responsible to provide the correct Price of the goods being promoted via the website in relation to their listing, and shall keep such prices up to date when displayed on the website. In fixing any new prices, the Supplier will update their listing with details of any cost increases and other relevant data. Any postage, shipping or warranty costs shall also be shown and regularly updated when required.

4.4 Items of product will not be shipped until the payment from the End User and/or the Retailer/Vendor has cleared the Retailer/ Vendor merchant account.

4.5 The Supplier will provide the Retailer/ Vendor with a detailed listing of all items shown in the photos along with, but not limited to, their description, the price charged for each item, shipping amounts and any and all other charges which may be due in affiliation with each item listed on thewebsite.

4.6 Prices of Products at the date of this Agreement shall include transportation to the delivery point specified by the End User/ Customer unless specifically listed otherwise. The Supplier shall specify any separate shipping cost.

4.7 If the Retailer/ Vendor buys Products for resale, it will be free to fix its own resale prices on the website.

4.8 The End User/ Customer will pay all fees and charges incurred with each item shipped by the Supplier directly to the specified address.

5.0 Sales & Taxes

5.1 The Supplier agrees that it is their sole responsibility to collect, report and remit any and all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of its website. The Retailer/ Vendor further agrees that the Supplier is not obligated to determine whether a sales tax applies and is not responsible for the collecting, reporting or remittance of any tax information or payments arising from any transaction involving the Products or images, photos or other goods provided. The Supplier agrees that it shall hold the Retailer/ Vendor blameless forany taxes, import duties or levies on any goods supplied to the End User/ Customer via its website.

6.0 Cancellations Warranties & Returns Policy

6.1 In relation to orders from the UK or EU jurisdictions, the Supplier will provide a 14 (fourteen) day return policy during which an End Customer may cancel an order or return an item that is undamaged or unused (at their own expense). The Supplier will also provide a written copy of a return/refund policy for any damaged or defective items as long as any claims are placed within the agreed 14 (fourteen) days of the item being received. The Supplier shall not be obliged to provide any refund or replacement policy for any claims placed on an item after 14 (fourteen) days of being received. In any event the 14 day ‘cool-off’ (cancellation) period allowed by UK and EU Consumer Law.

6.2 Refunds and exchanges shall not automatically apply to any customised or bespoke printing work once the work on the item has taken place. Customised or bespoke goods or product are specifically exempt from the Consumer Contract Regulations

7.0 Wrong address

7.1 The End User/ Customer is responsible to provide the correct address for delivery of the goods.The Supplier may charge the End User any and all fees associated with a mis-delivery if a wrong address is provided. If the apartment/suite or door number is not included or a wrong postal code is provided and reshipping is required, there will be a re-shipping charge equal to the original shipping charge advised to the End User/Customer. The Supplier agrees that any wrong address given is not the responsibility of the Retailer/Vendor or the website.

8.0 Responsibility & Liability

8.1 The Supplier is responsible or liable for the provided Materials and the Products provided to the End Customer. The warranty provided on these Products shall be valid (but not limited to thefollowing conditions) if;

8.1.1 The End User /Customer has bad quality issues with the provided Products, and the first After Sales services provided by the Supplier are not sufficient. In such cases the Supplier shall either refund or replace the Products according to their own individual warranty policy.

8.1.2 The Supplier needs to provide further assistance to deal with the issues, such as requesting further details of any malfunction, advising of incorrect use etc.

8.2 The Parties have independently evaluated the desirability of participating in the Website’s sales programme and is not relying on any representation, guarantee or statement other than set forth in this Agreement.

8.3 The Supplier guarantees to the Retailer/ Vendor that all goods offered for sale do not violate any IP, Copyright or Trademark rights of any third party. In cases where Products are patented, The Supplier ensures the Website and the Retailer/ Vendor they have a sufficient license to sell the goods.

8.4 However, the success of the Retailer/ Vendor’s webshop/ website, is considerably based upon the accuracy, or legality of its content and such operation of the website is the sole responsibility of the Retailer/ Vendor.

8.5 The Supplier must handle all returns/exchanges/refunds etc. The Retailer/ Vendor will not handle any returns/exchanges/refunds for any End Customer. The Supplier will provide support services in case of the return of goods but the Retailer/ Vendor will not accept packages directly from any of the End Customers.

9.0 Claims

9.1 If the Supplier becomes aware of any claim or potential claim in respect of defective Product liability arising from a delivery of any Products, it shall immediately inform the Retailer/ Vendor in writing providing all necessary information/documentation to enable the Retailer/ Vendor to take any appropriate action with its End Users. The Retailer/ Vendor shall do the same if it becomes aware of any claim and pass this information to the Supplier. It shall be the responsibility of the Supplier to deal with and settle any claim or dispute with the End User.

10.0 Right to Modify

10.1 The Retailer/ Vendor and Supplier retain the right to modify this Agreement at any time. Any such changes will not be retrospective. If any modification is unacceptable to the Supplier/ Vendor, the recourse will be termination of the Supplier’s participation in the Website’s sales programme. The continued participation in the Programme will constitute an acceptance of the modifications.

11.0 Non-Payment

11.1 Non-payment of any due fees by the Retailer/Vendor or the Supplier to each other will result in immediate termination of this Agreement. Legal action will be taken if any payment reaches 30 days past due payment date. At all times the Retailer/ Vendor is not responsible for any payment chargebacks or other claims or disputes between the Supplier and the End Customer.

12.0 Severability

12.1 If any provisions or sections of this Agreement shall be deemed unlawful, void or for any reason unenforceable by any competent Court or Tribunal, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

13.0 Confidential Information

13.1 During the course of business between the Retailer/Vendor, the Website and the Supplier, confidential information related to either the individual business operations and customer information need to stay confidential. Such confidential information may include market prices, unique website visitors, inventory levels, product features and pricing and anticipated new products,sales practices and programmes.

13.2 The Parties agree that the confidential information will be used solely for the purpose of conducting business together. The Parties must not disclose or distribute any confidential information to any competitor of Supplier or to any other third party without the express written consent of the other.

13.3 The Supplier agrees that it shall not under any circumstances, during and for a period of three (3) years after the end of this Agreement, approach the current or past customers of the Retailer/Vendor directly with any sales or promotions outside of the Retailer/ Vendor’s website offerings. The direct or indirect poaching of the Retailer/ Vendor’s customers is expressly forbidden.13.4 All images of all products supplied by the Supplier, including images on the Retailer/ Vendor’s website and its catalogue are the exclusive property of the Supplier. The Retailer/ Vendor may use these images only in connection with the promotion of the Supplier’s products and only in compliance with any policies or terms stated by the Supplier. No other use or distribution is permitted, and the Retailer/Vendor may not use the Supplier’s images in connection with the sale of products from any person or entity other than the Supplier.

13.5 Prices and product availability are subject to change, and any important changes need to be shared with the Retailer/Vendor at least seven (7) days in advance. By placing an order, the End User accepts all of the Supplier’s own Terms and Conditions as long as they comply with the overall spirit of the Retailer/ Vendor’s website and current UK/ EU Consumer Law. A copy of the Supplier’s own Terms and Conditions of sale shall be outlined in the individual product description during the upload of the listing.

13.6 The Retailer/ Vendor and the Supplier reserve the right to modify any of the terms of this Agreement with twenty-one (21) days notice.

14.0 Indemnity in respect of transactions or interaction with the website marketplace.

14.1 We will not be liable for: (a) loss of earnings, profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation;or any indirect or consequential loss or damage as a result of using our marketplace.

14.2 You are advised to conduct your own due diligence concerning the Buyer of your Product via our site. Appearance of the Buyer on our website marketplace does not imply any statement of worthiness, recommendation or endorsement by Us.

14.3 We will not be liable for any loss or damage caused by a virus, distributed denial-of- service attack, or other technologically harmful material that may infect your computer equipment,computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

15.0 Effectiveness & Jurisdiction

15.1 This Agreement takes effect at the time of signing up and opening an account on the website.This Agreement is governed by the laws of England & Wales.

15.2 Any such disputes or disagreement Agreements shall be sorted in an amicable way at first between the Parties. If the Parties fail to resolve such disputes amicably within thirty (30) days after a dispute has arisen, such disputes or legal action shall be settled in accordance with the exclusive jurisdiction of the Courts of England & Wales. Such court ruling or award shall be binding.

15.3 This Agreement nullifies any prior discussion or Agreements regarding applicable conditions and may only be deviated from by written Agreement.

16.0 Specific terms for the supply of the product, services and/or goods via the website:

16.1 The Supplier shall provide their goods and product for sale on the Website through their own individually managed account. Any sales are sent directly by the Supplier to the Customers’ specified delivery address.

16.2 Any Packages containing Product will be packed and shipped from the Supplier to the End Customer based on the shipping information provided.

16.3 The packages may have a shipping and handling charge per order as advised to the End User via the Supplier’s listing on the Website. Any regular and/or oversize shipping charges shall apply if notified to and agreed by the End Customer.

16.4 The Supplier shall provide the End Customer with any required merchandise materials, such as paperwork (i.e. packing slips, receipts, instruction booklets, safety notices etc).

16.5 Prior to posting or shipping the Product, the Supplier shall review all country or city laws that may apply to any items being shipped. The Retailer/ Vendor and the Website is NOT responsible or liable for the delivery or attempted delivery of any items that may be restricted, or against our Acceptable Use Policy in relation to prohibited items.

17.0 Payments & Commissions

17.1 Via www.3D-Prototype.co.uk: Payment of fees on the Product supplied/ sold shall be made at the following rates; Website: 8% of product sale, 0% of Shipping, 0% of Warranty The Supplier: 92% of Product sale, 100% of Shipping, 100% of Warranty

17.2 Via www.3D-Prototypes.co.uk: Website: 6% of all sales (including Product, Shipping and Warranty charges). The Supplier: 94% of all sales (including Product, Shipping and Warranty charges).