We are Post 21 Ltd t/a “Machine Box”, a company registered in England and Wales under company number 13615024 (Machine Box) with a registered office of 20-22 Wenlock Road, London N1 7GU. Machine Box’s trading address is Unit 7, Sybil Mews, London N4 1EP (Machine Box’s Address).
These terms and conditions (Conditions) set out the terms of business which apply to any contract for the supply of goods by Machine Box to you (Contract) unless otherwise agreed in writing by Machine Box. These Conditions do not apply to any models or 3D model buildings and/or the supply of services, which are subject to alternative terms and conditions.
You may contact Machine Box by telephoning +44 (0)2036272621or by sending an email to machinebox@post21.london and in each case, as such contact details may be updated from time to time. If you wish to give Machine Box formal notice of any matter in accordance with these Terms, please see clause 15.
You warrant and represent that in placing an Order (as defined in clause 2.4) you do so as a business customer (that is, either wholly or mainly in connection with a business, trade, craft or profession) and not as a consumer.
Further, you acknowledge and agree that consumer regulation (including the Consumer Rights Act 2015, Consumer Protection Act 1987 and the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013) shall not apply to the Contract and that you will not be able to rely on any right or remedy as may be contained in such consumer regulation.
CONDITIONS
- DEFINITIONS AND INTERPRETATION 1.1 The following definitions shall apply in these Conditions:
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Data Protection Legislation |
means: (i) if and to the extent that the UK GDPR (as defined in the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) if and to the extent that the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) applies, the law of the European Union or any member state of the European Union to each party is subject, which relates to the protection of personal data; |
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Intellectual Property Rights |
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including Know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; |
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Know-how |
any unpatented technical and other information which is not in the public domain including any trade secrets, unpublished patent applications and any information comprising or relating to concepts, data, discoveries, formulae, ideas, inventions, research models or specifications, methods, research plans, training materials and publication materials; |
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Machine Box IPR |
any Intellectual Property Rights in information, data, techniques, Know-how, inventions, drawings, discoveries, software and materials (regardless of the form or medium in which they are disclosed or stored) made available by Machine Box in connection with the supply of the Goods; |
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Your IPRs |
all Intellectual Property Rights of which you are the owner or licensee and which are disclosed, licensed or provided to Machine Box pursuant to the Contract (including Your Materials); |
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Your Materials |
all materials, plans, drawings (including CAD, 2D drawings and 3D drawings), branding, signage, designs, specifications and/or any other data or information supplied by you to Machine Box in connection with the Contract. |
1.2 Clause headings shall not affect the interpretation of these Conditions and references to clauses are to clauses of these Conditions.
1.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted.
1.4 A Business Day means a day (other than a Saturday, Sunday or public holiday) in England, when banks in London are open for business.
1.5 A reference to writing or written includes email but not fax.
1.6 Any words following the terms including, include, includes or any similar expression shall be construed as illustrative and shall not limit the sense of the words, definition, phrase or term preceding those terms.
1.7 A reference to termination shall mean termination or expiry as appropriate.
2. HOW THE CONTRACT IS FORMED BETWEEN YOU AND MACHINE BOX
2.1 Machine Box supplies Computer Numerical Control (CNC), laser cutting and 3D printing services to manufacture goods (Goods).
2.2 If you wish to request a quotation for the supply of Goods, you shall email Machine Box using the Machine Box Email and provide your detailed drawing of the Goods you would like manufactured (Specification), the quantity of goods required, the location to which you require the Goods to be delivered and any other information requested by Machine Box (Request for Quotation).
2.3 In response to your Request for a Quotation, if Machine Box is able and willing to supply the Goods, it shall provide you with a quotation which will set out the price of the Goods and the intended delivery date (Quotation).
2.4 If you wish to proceed with the Quotation, you must send Machine Box an email (to the Machine Box Email) stating the quote number of the Quotation and confirming that you wish to purchase the Goods in accordance with the Quotation (Order).
2.5 Your Order constitutes an offer by you to purchase the Goods on these Conditions and in accordance with the particular Quotation. You are responsible for ensuring that any description and/or the Specification is complete and accurate.
2.6 Each Order shall be deemed to be a separate offer by you to buy the Goods on these Conditions and in accordance with the particular Quotation which Machine Box will be free to accept or decline at its absolute discretion. The Order shall only be deemed to be accepted when Machine Box issues a written acceptance (excluding issuing a subsequent Quotation) of the Order (Order Confirmation), at which point the Contract shall come into existence.
2.7 The Quotation (and any subsequent Quotation) shall not constitute an offer. A Quotation shall only be valid for a period of 60 days from its date of issue.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents (including any purchase order) that is inconsistent with these Conditions.
2.9 Any samples, drawings, designs, schematics, descriptive matter, or advertising produced by Machine Box and any descriptions or illustrations contained in Machine Box’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3. SUPPLY OF THE GOODS
3.1 The Goods are as set out in the Quotation and confirmed in the Order Confirmation.
3.2 Machine Box may need to amend the Order for any reason (including where required by any applicable statutory or regulatory requirement). In such circumstances, Machine Box shall contact you as soon as reasonably practicable to inform it of any proposed change to the Order.
3.3 You acknowledge and agree that Machine Box has no knowledge as to the intended use of the Goods by you and that Machine Box sells the Goods, subject to clause 5.1, without representation or warranty that the Goods will be fit for the specific purpose intended by you. You undertake that you will, prior to incorporating the Goods with any other material(s), undertake your own tests to determine the safety and suitability of the Goods for your intended purposes.
3.4 You are not entitled to request any modifications or variations to either the design or manufacture of the Goods and/or requests modifications or variations to the Specification after the date of the Order Confirmation.
3.5 Unless otherwise agreed in writing, it is acknowledged and agreed that Machine Box shall not commence manufacturing the Goods until it has received payment in full for the Goods.
4. DELIVERY
4.1 Machine Box shall deliver the Goods to the location set out your Request for Quotation or such other location as the parties may agree in writing (Delivery Location). Delivery is completed on delivery at the Delivery Location.
4.2 Machine Box makes every effort to deliver the Goods promptly, but the estimate date of delivery is not guaranteed and time of delivery is not of the essence. Delays in the delivery of the Goods shall not entitle you to refuse to take delivery of any such Goods, claim damages and/or terminate the Contract.
4.3 Machine Box may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
4.4 If applicable, you are responsible for obtaining, at your own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by Machine Box, you shall make those licences and consents available to Machine Box prior to the relevant shipment.
5. QUALITY
5.1 If the Goods are coloured or painted, Machine Box shall use reasonable endeavours to meet your requests in respect of the colour of the Goods but no guarantee as to an exact colour match is given by Machine Box.
5.2 Machine Box warrants that on delivery, and for a period of 12 months from delivery in accordance with clause 4.1 (Warranty Period), the Goods shall conform in all material respects with the Specification, be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.3 Subject to clause 5.4, if:
5.3.1 you give notice in writing to Machine Box during the Warranty Period within three Business Days of discovery that the Goods does not comply with the warranty set out in clause 5.2;
5.3.2 Machine Box is given a reasonable opportunity of examining the Goods; and
5.3.3 you make the Goods available for Machine Box to collect and remove the Goods from your premises,
Machine Box shall, at its option replace the defective Goods, repair the defective Goods or refund the price of the defective Goods in full.
5.4 Machine Box shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 in any of the following events:
5.4.1 you make any further use of such Goods after giving notice in accordance with clause 5.3.1;
5.4.2 you amalgamate the Goods with other products or goods;
5.4.3 the defect arises because you failed to follow Machine Box’s oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
5.4.4 the defect arises as a result of Machine Box using Your Materials;
5.4.5 you adjust, alter or repair the Goods without the prior written consent of Machine Box;
5.4.6 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
5.4.7 the Goods differs from the Specification that applies to the Goods as a result of changes made to ensure it complies with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, Machine Box shall have no liability to you in respect of the Goods failure to comply with the warranty set out in clause 5.2.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Machine Box.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to you on completion of delivery.
6.2 Title to the Goods shall not pass to you until Machine Box receives payment in full (in cash or cleared funds) for the Goods and any other goods that Machine Box has supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 The risk in Your Materials (if and to the extent Your Materials are physical components used to construct the Goods) shall not pass to Machine Box until such time as Your Materials have been delivered to Machine Box’s Address.
7. YOUR OBLIGATIONS
7.1 You shall:
7.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
7.1.2 provide Machine Box with such information and/or Your Materials as Machine Box may reasonably require (including in such format as Machine Box shall reasonably require) in order to supply the Goods and ensure that such information is complete and accurate in all material respects;
7.1.3 comply with all applicable laws, including health and safety laws; and
7.1.4 comply with any additional obligations as set out in the Order Confirmation or which are otherwise notified to you by Machine Box in writing.
7.2 If Machine Box’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (including, where applicable, providing Your Materials in the manner as required by Machine Box) (Your Default):
7.2.1 without limiting or affecting any other right or remedy available to it, Machine Box shall have the right to suspend manufacturing the Goods until you remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations in each case if and to the extent Your Default prevents or delays Machine Box’s performance of any of its obligations;
7.2.2 Machine Box shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the Machine Box’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
7.2.3 you shall reimburse Machine Box on written demand for any costs or losses sustained or incurred by Machine Box arising directly or indirectly from Your Default.
7.3 You warrant and confirm that you:
7.3.1 have authority to bind any business on whose behalf you purchase the Goods in accordance with these Conditions; and
7.3.2 will not use any of the Goods for military or weapons application or in life-critical applications including medical devices (Restricted Purposes) and you will indemnify Machine Box against all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses we do or will incur or suffer (Losses) and all claims or proceedings made or brought or threatened against Machine Box by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses that Machine Box does or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings (Liabilities) of any such prohibited use of the Goods.
8. PRICE AND PAYMENT
8.1 Subject to clause 8.2, the price of the Goods shall be the price set out in the Quotation and the price of the Goods:
8.1.1 shall be paid to Machine Box by you in accordance with the terms set out in the Quotation;
8.1.2 excludes amounts in respect of value added tax or any equivalent tax chargeable in the UK or elsewhere from time to time (VAT), which you shall additionally be liable to pay to Machine Box at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.1.3 subject to clause 4.4, unless otherwise stated in writing by Machine Box, includes the costs and charges of insurance and transport of the Goods, which shall be invoiced to you.
8.2 Unless otherwise set out in the Quotation, Machine Box may invoice you at any time after it has issued the Order Confirmation. Unless otherwise agreed in writing between the parties, you shall pay each invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Machine Box. Time for payment is of the essence.
8.3 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Machine Box may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by Machine Box to you.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 In relation to Your IPRs:
9.1.1 you or, where applicable, the third-party licensor from whom you derive the right to use them, shall retain ownership of all Intellectual Property Rights in Your IPRs; and
9.1.2 you grant to Machine Box a fully paid-up, non-exclusive and royalty free licence to copy and modify Your IPRs for the purposes of Machine Box supplying the Goods.
9.2 In relation to the Machine Box IPRs:
9.2.1 you acknowledge that the Machine Box IPRs are and remain the exclusive property of Machine Box or, where applicable, the third-party licensor from whom Machine Box derives the right to use them; and
9.2.2 Machine Box grants to you a fully paid-up, non-exclusive, royalty-free and non-transferrable licence to the Machine Box IPR for the purposes of using and receiving the Goods in your business.
9.3 You shall not sub-license, assign or otherwise transfer the rights granted by clause 9.2.2.
10. PRODUCT RECALL
10.1 Machine Box may issue a notice to recall or withdraw the Goods from the market (Recall Notice):
10.1.1 if required to do so by law or at the request of any governmental or regulatory authority; or
10.1.2 for any other reasonable ground.
10.2 You must, at your own cost comply with any Recall Notice and give such assistance as Machine Box reasonably require to recall the Goods, and comply with Machine Box’s instructions about the process of implementing that recall.
11. TERMINATION
11.1 Without limiting its other rights or remedies, Machine Box may terminate the Contract, in whole or in part, with immediate effect by giving written notice to you if you commit a material breach of any term of the Contract (including non-payment of the Fees for the Goods) and you (if such a breach is remediable) fail to remedy that breach within five Business Days of being notified by Machine Box in writing to do so.
11.2 Termination of the Contract shall not affect any of Machine Box’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. LIABILITY
12.1 You will indemnify Machine Box against an amount equal to all Losses and Liabilities in each case arising out of or in connection with any claim that the use of Your Materials and/or the manufacture of the Goods infringes a third party’s Intellectual Property Rights.
12.2 For the avoidance of doubt, Machine Box shall not be liable for:
12.2.1 any loss or damage that may result from the use of the Goods other than to the extent set out in these Conditions (including by combining the Goods with third party products and/or integrating third party products or software into the Goods);
12.2.2 the performance of any third parties engaged by you in connection with providing any third-party products related to the Goods; and/or
12.2.3 the design of the Goods which shall be the sole responsibility of you.
12.3 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), restitution or otherwise (including for any use made of the Goods by you).
12.4 Nothing in the Contract shall limit or exclude Machine Box’s liability for:
12.4.1 death or personal injury caused by its negligence;
12.4.2 fraud or fraudulent misrepresentation; and/or
12.4.3 any other liability which cannot be limited or excluded by applicable law.
12.5 Nothing in the Contract shall limit or exclude your payment obligations under the Contract.
12.6 Subject to clause 12.4, Machine Box’s total liability in aggregate under the Contract shall not exceed a sum equal to the greater of: (i) £500; and (ii) the amounts paid or payable under the Contract whether or not invoiced to you.
12.7 Subject to clause 12.4, Machine Box shall not be liable for:
12.7.1 loss of profits (including loss of anticipated profits);
12.7.2 loss of sales or business;
12.7.3 loss of agreements or contracts;
12.7.4 loss of anticipated savings;
12.7.5 loss of use or corruption of software, data or information;
12.7.6 loss of or damage to goodwill or reputation;
12.7.7 loss of opportunity;
12.7.8 wasted expenditure; and/or
12.7.9 any indirect or consequential loss.
12.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13. FORCE MAJEURE
13.1 Force Majeure Event means any event or circumstance not within Machine Box’s reasonable control (whether or not such event was reasonably foreseeable).
13.2 If and to the extent that Machine Box is prevented, impeded, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, Machine Box shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14. GENERAL
14.1 Each party shall comply with its obligations under the Data Protection Legislation if and to the extent that the Data Protection Legislation applies to the Contract.
14.2 Machine Box shall be entitled to use photographs, drawings, CGIs of the Goods and other media relating Goods for the purposes of marketing Machine Box’s business.
14.3 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Machine Box.
14.4 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous contracts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.5 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.6 No variation of the Contract shall be effective unless it is in writing and agreed to in writing by the parties (or their authorised representatives).
14.7 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.8 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 14.8, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.9 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.10 Machine Box’s rights and remedies under the Contract are in addition to and not exclusive of any rights or remedies provided by law.
15. NOTICES
15.1 Notice given under the Contract shall be in writing, sent to such addresses as specified in these Conditions (or to such other addresses as may be notified by the parties from time to time) and shall be delivered personally, sent by email or sent by pre-paid, first-class post or recorded delivery. In the case of Machine Box, the address for personal or pre-paid, first-class or recorded delivery shall be Machine Box’s Address unless stated otherwise by Machine Box in writing.
15.2 A notice is deemed to have been received: (i) if delivered personally, at the time of the delivery; (ii) in the case of email, 09:00 the Business Day following transmission; (iii) in the case of airmail, five Business Days following posting; or (iv) in the case of pre-paid first class post or recorded delivery two Business Days from the date of posting.
15.3 To prove service, it is sufficient to prove that the notice was transmitted by email, to the email address of the party or, in the case of post, that the envelope containing the notice was properly addressed. This clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
16.1 GOVERNING LAW AND JURISDICTION
16.1 Each party expressly agrees to exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from the Contract.
16.2 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
16.3 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.