Manufacturer Terms & Conditions


Manufacturer terms & conditions

Updated: 31th May 2019

These terms and conditions should be read alongside, and in addition to our Privacy Policy, which can be found at: www.Geomiq.com/privacy-policy

Please read these terms and conditions carefully.

MANUFACTURER TERMS AND CONDITIONS

  1. What we do.
    Geomiq.com is an intelligent online platform for quoting and ordering of custom manufactured parts, utilising a network of trusted Manufacturing Partners to produce the parts.
  2. About us
    Company details. Geomiq Ltd (company number 10321594) (we and us), is a company registered in England and Wales and our registered office is at 25 Courtyard Avantgarde Place, Shoreditch, London, England, E1 6GU. Our VAT number is 258421205.
  3. Our contract with you
    1. Our contract. These terms and conditions (Terms) apply to the order by Us and supply of Goods by from You (Contract). No other terms are implied by trade, custom, practice or course of dealing.
    2. Entire agreement. The Contract is the entire agreement between us in relation to its subject matter and supersedes any prior agreement between us and you, including any non-disclosure agreement. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. By clicking on the “I accept” button, or completing the registration process, you represent that you have (1) read, understood and agreed to be bound by this agreement, (2) you are of legal age to form a binding contract with Geomiq Ltd, and (3) you have the authority to enter into this agreement personally or on behalf of the company you have named as the user when you registered on the website.
    3. Language. These Terms and the Contract are made only in the English language.
  4. Becoming a Manufacturing Partner
    Geomiq Ltd hosts and maintains the website www.geomiq.com that enables customers to upload their CAD files and drawings for their manufacturing projects (each is a “Manufacturing Project”). In order to offer its customers the best pricing, quality of manufacture and efficiency, we operate a partner manufacturing program that consists of a network of third party manufacturers who are capable of providing the required services on behalf of Geomiq. (the “Program”).

    As a Manufacturing Partner in the Program, You will have the right to provide quotes and receive orders from Us, for the manufacture of Manufacturing Projects (each, a “Order Awarded”). Each Order Awarded will identify: (a) the parts and items to be delivered (each, a “part”); (b) shipping terms; (c) delivery location; (d) delivery dates; (e) the CAD file and other written specifications related to the Part that have been agreed to by the Customer and Geomiq (the “Specifications”); and (f) compensation to be paid to you. If you indicate interest to accept or quote a job and are awarded with the Order, You will be deemed a “Partner” for the purposes herein and will perform the work specified in the Order in accordance with the terms herein.

    1. Program Registration. You may register on www.geomiq.com, using a valid email address and company details, as well as your manufacturing capabilities. When you register, you must specify a secure password to use with your account. You must keep your password confidential not allow your password to be used by anyone else.
  5. Manufacture of parts.
    1. Manufacture. Manufacturing Partner agrees to perform the work specified in the work Order Pursuant to the terms therein and this Agreement, including manufacturing the Part(s) to the Specifications, accreditations and price(s) provided by Partner in its quote for the Manufacture and delivery of such Parts(s). If tolerances are not specified in the work Order, then Partner agrees to Manufacture Part(s) to the Geomiq Manufacturing Partner Manufacturing Standards. Except finishing processes such as painting, plating, anodising, Partner should not subcontract or delegate any of its obligations hereunder without the prior written consent of Geomiq. If Part(s) are not made to the required specifications, the Manufacturing Partner agrees to remake the Part(s) within specification as soon as possible.
    2. Shipping. All Parts shall be delivered All Parts shall be delivered DDP (Incoterms 2010) to the destination designated in the work Order, or other place of shipment as specified by Geomiq, and will be packaged in a satisfactory manner to protect and preserve the Part. All shipment of Parts shall be with a Geomiq approved carrier and with adequate liability and replacement insurance coverage. Unless otherwise stated in the work Order, all customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be at Partner’s expense. Title to the Parts furnished by Partner shall vest in Geomiq or the customer who submitted the work Order (the “Customer”), as applicable, when Parts are inspected and accepted by Geomiq or the Customer, as applicable, pursuant to this Agreement.
    3. Acceptance/Examination of Parts. The Parts made in accordance with this agreement are subject to an acceptance test by Geomiq LTD and/or the applicable customer (the “examiner”) before acceptance. The Examiner may at their own discretion reject any portion of any shipment of part which is not confirming with the specifications. In order to reject a part, the Examiner must give notice to its intent to reject the shipment within three business days of the examiners receipt of the shipment. If no notice of intent to reject is received, the Examiner shall be deemed to have accepted such part (“Accepted”). Partner agrees to promptly, on receipt of notice of rejection, use best efforts to provide replacement Parts, at Partner’s sole cost and expense. If the Examiner determines that the Parts, as revised, still do not comply with the Specifications, the Examiner may either (a) afford Partner the opportunity to repeat the correction and modification as set forth above at no additional cost or charge to the Geomiq or the applicable Customer, (b) Geomiq may itself correct the Part(s) (or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such correction from the fees owed to Partner; or (c) cancel the work Order without payment of any fees, costs or expenses to Partner.
  6. Payments and Fees
    1. Payments and Fees. Subject to the terms herein, Geomiq will pay Partner, as its sole compensation hereunder for the performance hereunder, including the manufacture and delivery of the Parts, the fees set forth in the applicable work Order within thirty (30) days after the Part(s) have been Accepted. Partner will be responsible for all costs and expenses associated with any Manufacturing Project, including the manufacture of the Part(s).
    2. Method of payment. Payment will be made via Bank Transfer
  7. Contact with Customers
    1. Partner acknowledges and agrees that Customer satisfaction is extremely important to Geomiq, and that in order to ensure such satisfaction, Geomiq requires that all communications that take place with respect to any Customer’s work Order, must take place on or via the Website. As such, Partner covenants and agrees that all contact and communications with a Customer related in any way to any work Order, shall be conducted exclusively via the Website. Partner further acknowledges that Geomiq may monitor such contact and communications at any time without notice for the purpose of providing the Website and related services.
    2. You must not deal directly with our Customers or identify who you are to them. In no circumstances should you attempt to deal directly with the Customers of Geomiq, for a period of 5 years after your last written request to leave Geomiq Partner Programme. Any such dealings will breach the terms of this agreement and will entitle us to claim reasonable compensation for any losses suffered by us as a result of such breach.
  8. Your obligations
    1. Viruses. You must not misuse our site or systems by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
  9. Your warranty for the Goods
  10. Your liability: your attention is particularly drawn to this clause
    1. Nothing in these Terms limits or excludes your liability for:
      1. death or personal injury caused by your negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      4. any other liability that cannot be limited or excluded by law.
    2. Subject to clause 13.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. any loss of profits, sales, business, or revenue;
      2. loss or corruption of data, information or software;
      3. loss of business opportunity;
      4. loss of anticipated savings;
      5. loss of goodwill; or
      6. any indirect or consequential loss.
    3. Any representation, condition or warranty which might be required or incorporated into these Terms by statute, common law or otherwise is required to the fullest extent permitted by law.
  11. Our website
    1. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
    2. We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our site. You should use your own virus protection software.
  12. Termination
    1. Without limiting any of our other rights we may terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
    3. 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.
  13. Communications between us
    1. When we refer to “in writing” in these Terms, this includes email or through our in-platform chat.
    2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  14. How we may use your personal information
    1. We will only use your personal information as set out in our Privacy Policy, available here: www.geomiq.com/company/privacy-policy
  15. Confidentiality/Intellectual property
    1. All information provided by Geomiq is Confidential and Intellectual property is bound by our Non Disclosure Agreement.
    2. You and we will remain bound by these confidentiality provisions. The obligations contained in this clause will remain in force if you and we cancel the contract.
  16. General
  17. Assignment and transfer.
    1.  
      1. We may assign or transfer our rights and obligations under the Contract to another entity [but will always notify you [in writing or] by posting on this webpage if this happens].
      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
  18. Variation. Any variation of the Contract by you only has effect if it is in writing and signed by you and us (or our respective authorised representatives). We may change these Terms at any time, but if we do so we will use reasonable endeavours to notify you in advance.
  19. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
  20. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
  21. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.