Terms & Conditions


terms & conditions

Terms & Conditions

Updated: 11th 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
.

TERMS AND CONDITIONS

  1. What
    we do.

Geomiq.com is
an intelligent online platform for quoting and ordering of custom manufactured
parts from a network of trusted manufacturers.

  1. 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.

  1. Our
    contract with you
    1. Our
      contract.
       By
      using the Website and/or the Services, you (You) acknowledges to have read, understood and agrees to be
      bound by these terms and conditions (Terms) and are agreed to and
      form the contract (Contract). If you do not agree with these terms
      and conditions (Terms), you should not use the Services and/or
      access the website. 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.
    3. Language. These Terms and the
      Contract are made only in the English language.
  2. Placing
    an order and its acceptance
    1. Registration. You may register on Geomiq.com, using a valid email address and delivery
      details, to order products from us. 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.
    2. Getting
      a quote
      .  To
      obtain a quote for a product, you can use our online forms or email to
      send us the specifications of the product and/or upload or attach
      electronic computer aided design (CAD) files in the relevant format
      specified by us on our website.  You can also contact us by
      phone: however, using our online quoting system is the recommended method
      of requesting a quote and order management/tracking.  We aim to
      send quotes back within 1 business day (a business day being Monday to
      Friday) if ordered between 9am-5pm on Monday to Friday, or 2 business
      days at all other times. Quotes are only valid for 5 days and may be
      amended at any time due to changes in exchange rates or raw metal costs.
    3. Placing
      your order
      .  If
      you wish to order goods on the basis of the quote we have supplied, you
      can do so by paying online via
      Geomiq.com, by bank transfer or, for approved customers
      only, by purchase order.  Each order is an offer by you to buy
      the goods specified in the order (Goods) subject to these Terms.
    4. How
      we will accept your order
      . Our acceptance of your order will take
      place when we contact you to accept it, which may be by email or other
      electronic notification, at which point a Contract will come into
      existence between you and us.  Before accepting the order we
      will ensure our manufacturing partner has agreed to any long-term/repeat
      supply requests.
    5. If
      we cannot accept your order
      . If we are unable to accept your order, we
      will inform you of this and will not charge you for the Goods. This might
      be because parts cannot be produced as requested, the manufacturer is no
      longer able to honour the quote, because of unexpected limits on our
      resources which we could not reasonably plan for, because a credit
      reference we have obtained for you does not meet our minimum requirements,
      because we have identified an error in the price or description of the
      Goods or because we are unable to meet a delivery deadline you have
      specified.
    6. Your
      order number
      .
      We will assign an order number to your order and tell you what it is when
      we accept your order. It will help us if you can tell us the order number
      whenever you contact us about your order.
    7. We
      sell worldwide
      .
      We accept orders from addresses outside the UK, but all orders are
      subject to English law.
  3. Specifications
    1. You
      are responsible for ensuring that the specifications you supply to us in
      written or electronic form are correct. Where we ask you to supply both
      CAD and .pdf files, please note that by default designs are made to the
      specification as set out in the CAD file only unless otherwise agreed.
    2. We
      will not quote or work from engineering drawings and will only quote or
      work from the dropdown selection boxes on the quote form through the
      platform unless otherwise stated on the quote.
    3. We
      are not responsible for any discrepancy between CAD and .pdf files, and
      in the event of any such discrepancy designs will be made to the
      specification as set out in the 3D CAD file to avoid production delays.
    4. You
      are responsible for ensuring that the format of the CAD file containing
      the part you require, is a single body file and not a multi-body file or
      an assembly file. We do not accept any liability where parts have been
      incorrectly produced as the result of a multi-body file. Orders that are
      placed and where production has began, where a multi-body file has been
      provided by email or uploaded to the platform will not be refunded in any
      circumstances.
    5. Where tolerances are marked on
      drawings or indicated by using the Geomiq platform, tolerances will always
      be met prior to any secondary finishing processes such as bead blasting,
      anodising and any other post initial production process treatments. Therefore
      You must have made allowances for secondary processes when designing your parts
      to accommodate any additional processes you may require.
    6. The scale and units of any parts transferred or uploaded to us must be metric units (mm), where 2D files for sheet metal are transferred, the drawings provided must be in flat pattern 1:1 DXF format only as this is what parts will be made to. 
  1. Your
    rights to make changes to the Goods
    1. If
      you wish to make a change to the Goods you have ordered please contact us
      as soon as possible with a completed Engineering Change Notice Document.
      We will let you know if the change is possible. If it is possible, we
      will let you know about any changes to the price of the Goods, the timing
      of supply or anything else which would be necessary as a result of your
      requested change and ask you to confirm whether you wish to go ahead with
      the change.
  2. Delivery,
    transfer of risk and title
    1. We
      will usually contact you during the order process with an estimated
      delivery date. Occasionally our delivery to you may be affected by an
      Event Outside Our Control. See clause 16 (Events outside our
      control) for our responsibilities when this happens.
    2. Delivery
      is complete once the Goods have been unloaded at the address for delivery
      set out in your order and the Goods will be at your risk from that time.
    3. You
      own the Goods once we have received payment in full, including of all
      applicable delivery charges, duties and taxes.
    4. If
      we fail to deliver the Goods, our liability is limited to the cost of
      obtaining replacement goods of a similar description and quality in the
      cheapest market available, less the price of the Goods. However, we will
      not be liable to the extent that any failure to deliver was caused by an
      Event Outside Our Control, or because you failed to provide adequate
      delivery instructions or any other instructions that are relevant to the
      supply of goods.
    5. If
      you fail to take delivery within 10 days after the day on which we
      notified you that the Goods were ready for delivery, we may resell part
      of, or all the Goods.
  3. International
    delivery
    1. If
      you order Goods from our site for delivery outside the UK, your order may
      be subject to import duties and taxes which are applied when the delivery
      reaches that destination. Please note that we have no control over these
      charges and we cannot predict their amount.
    2. You
      will be responsible for payment of any such import duties and taxes.
      Please contact your local customs office for further information before
      placing your order.
    3. You
      warrant that you will comply with all applicable laws and regulations of
      the country for which the Goods are destined, and inform us of any
      applicable export licences. We will not be liable or responsible if you
      break any such law, and you will indemnify us for any loss or damage
      (including reasonable legal costs) we suffer as a result of your breach
      of this warrant.
    4. Warehouse
      storage can be arranged by agreement on a case-by-case basis: some our
      manufacturing partners are able to offer this service, and if not we may
      be able to use an insured third party.
  4. Price
    of goods and delivery charges
    1. The
      prices of the Goods will be as quoted to you.
    2. Prices
      for the Goods may change from time to time, but changes will not affect
      any order you have already placed.
    3. The
      price of Goods excludes VAT (where applicable) at the applicable current
      rate chargeable in the UK for the time being. However, if the rate of VAT
      changes between the date of your order and the date of delivery, we will
      adjust the VAT you pay, unless you have already paid for the Goods in
      full before the change in VAT takes effect.
    4. The
      price of the Goods does not include delivery charges. Our delivery
      charges are as advised to you on our website or in quote, before you
      confirm your order.
    5. We
      sell a large number of Goods through our site. It is always possible
      that, despite our reasonable efforts, some of the Goods on our site may
      be incorrectly priced. If we discover an error in the price of the Goods
      you have ordered we will contact you to inform you of this error and
      we will give you the option of continuing to purchase the Goods at the
      correct price or cancelling your order. We will not process your order
      until we have your instructions. If we are unable to contact you using
      the contact details you provided during the order process, we will treat
      the order as cancelled and notify you in writing. If we mistakenly accept
      and process your order where a pricing error is obvious and unmistakeable
      and could reasonably have been recognised by you as a mispricing, we may
      cancel supply of the Goods and refund you any sums you have paid.
  5. How
    to pay
    1. You
      can only pay for Goods using a debit card or credit card through our
      Stripe payment gateway, or by bank transfer.
    2. Payment
      for the Goods and all applicable delivery charges is in advance, unless
      otherwise agreed.
    3. If
      you do not make any payment to us by the due date we may charge interest
      to you on the overdue amount at the rate of 2% a year above the base
      lending rate of Lloyds Bank plc from time to time. This interest shall
      accrue on a daily basis from the due date until the date of actual
      payment of the overdue amount, whether before or after judgment. You must
      pay us interest together with any overdue amount.
  6. Your
    obligations
    1. You
      must have the right to upload design files.
        If you upload
      or email design files you warrant that the use by us and our
      manufacturers of such designs (or any products made to those designs)
      will not infringe any third party rights.  You will be liable
      to us and indemnify us for any loss or damage (including reasonable legal
      costs) we suffer as a result of your breach of this
      warranty.  We have the right to disclose your identity to any
      third party who is claiming that any content posted or uploaded by you to
      our site constitutes a violation of their intellectual property rights.
    2. You
      must not deal directly with our manufacturers.  
      Once a quote has been
      provided or Goods delivered you must not attempt to deal directly with
      the manufacturers concerned for a period of 3 years after your last
      quote/delivery from us.  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. 
    3. 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.
  7. Our
    warranty for the Goods
    1. We
      use reasonable endeavours to ensure the quality of our manufacturing
      supply chain using a documented vetting process. We receive completed
      inspection reports and certificates of conformity from our vetted
      manufacturing partners for our own internal purposes (not available to
      buyers). We also request vetted manufacturing partners to complete our
      own inspection reports to confirm the Goods meet their specification, which
      reports will be supplied to you with the Goods. However, we do not
      inspect Goods ourselves other than for our own internal purpose of
      monitoring our manufacturing partners.  If you have bespoke
      inspection requirements, we will provide a quotation on a case-by-case
      basis in advance of accepting the order.
    2. Subject
      to clause 12.1 you acknowledge that Goods are manufactured to
      specifications and design files supplied by you, and that accordingly we
      supply such Goods without any warranty or representation that the Goods
      will meet your requirements, be fit for any particular purpose, or be of
      satisfactory quality other than as set out at clause 12.3 below.
    3. Subject
      to clause 12.1, if:
      1. you
        give us notice in writing within 3 business days of delivery that some or
        all of the Goods do not meet your specifications;
      2. you
        return the relevant Goods to us within 3 business days of receipt of the
        notice in clause 12.3.1 above;
      3. we
        are given a reasonable opportunity of examining the Goods; and
      4. if
        we ask you to do so, you return the Goods to us at your cost, we
        will use reasonable endeavours to resolve any issues with our
        manufacturing suppliers, which may include, if appropriate, replacing
        defective Goods.
    4. We
      will not be liable for breach of the warranty set out in clause 12.3
      if:
      1. you
        make any further use of the Goods after giving notice to us under
        clause 12.3.1;
      2. the
        defect arises as a result of us following any CAD file, drawing, design
        or specification supplied by you via our quote form, and not any
        information provided in a .pdf file;
      3. you
        alter or repair the Goods without our written consent;
      4. the
        defect arises as a result of fair wear and tear, wilful damage,
        negligence, or abnormal storage or working conditions; or
      5. the
        Goods differ from their description or specification as a result of
        changes made to ensure they comply with applicable statutory or
        regulatory requirements.
    5. We
      will only be liable to you for the Goods’ failure to comply with the
      warranty set out in clause 12.3 to the extent set out in this
      clause 11.  The terms implied by sections 13 to 15 of the
      Sale of Goods Act 1979 are, to the fullest extent permitted by law,
      excluded from the Contract.
    6. These
      Terms also apply to any repaired or replacement Goods supplied by us to
      you.
  8. Our
    liability: your attention is particularly drawn to this clause
    1. Nothing
      in these Terms limits or excludes our liability for:
      1. death
        or personal injury caused by our 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. Subject
      to clause 13.2, our total liability to you for all losses arising
      under or in connection with the supply of Goods under the Contract,
      whether in contract, tort (including negligence), breach of statutory
      duty, or otherwise, will in no circumstances exceed the manufacturing
      cost to us of the Goods to which the losses relate.
    4. Except
      as expressly stated in these Terms, we do not give any representations,
      warranties or undertakings in relation to the Goods. Any representation,
      condition or warranty which might be implied or incorporated into these
      Terms by statute, common law or otherwise is excluded to the fullest
      extent permitted by law. In particular, we will not be responsible for
      ensuring that the Goods are suitable for your purposes.
  9. 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. 
  10. Termination
    1. Without
      limiting any of our other rights, we may suspend the supply or delivery
      of the Goods to you, or 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.
  11. Events
    outside our control
    1. We
      will not be liable or responsible for any failure to perform, or delay in
      performance of, any of our obligations under the Contract that is caused
      by any act or event beyond our reasonable control (Event Outside Our
      Control
      ).
    2. If
      an Event Outside Our Control takes place that affects the performance of
      our obligations under the Contract:
      1. we
        will contact you as soon as reasonably possible to notify you; and
      2. our
        obligations under the Contract will be suspended and the time for
        performance of our obligations will be extended for the duration of the
        Event Outside Our Control. Where the Event Outside Our Control affects
        our delivery of Goods to you, we will arrange a new delivery date with
        you after the Event Outside Our Control is over.
  12. Communications
    between us
    1. When
      we refer to “in writing” in these Terms, this includes email.
    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.
  13. 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/privacy-policy
  14. Confidentiality
    1. We
      may have access to each other’s confidential agreement. 
      You acknowledge that the
      quote and any manufacturers’ details that we provide to you constitute
      our confidential information. We acknowledge that the files and
      specifications that you upload to our website or send us by email are
      your confidential information .
    2. You
      and we must not make each other’s confidential information available to
      any third party, or use each other’s confidential information for any
      purpose other than in accordance with these terms and conditions.
      However, we may disclose your confidential information to our
      manufacturers for the purposes of obtaining quotes or fulfilling orders
      placed by you, on the basis that they are bound by confidentiality
      obligations similar to those contained in these terms and conditions.
      Either of us may also disclose confidential information to the extent
      such confidential information is required to be disclosed by law, by any
      governmental or other regulatory authority or by a court or other
      authority of competent jurisdiction.
    3. Uploading
      content to our site.
       Any files or specifications you upload
      to our site or send us by email will be considered confidential and
      proprietary in accordance with this clause 19. You retain all of your
      ownership rights in your content, but by uploading or emailing us files
      you grant us and our manufacturers a limited, royalty-free licence to
      use, store and copy that content and to distribute and make it available
      to third parties for the purpose of obtaining quotes and fulfilling any
      orders placed by you, and for our own in-house data analysis in order to
      build and improve our services.
    4. Information
      that is not confidential.
       Confidential information does not
      include information that:
      1. is
        or becomes publicly known other than through any act or omission of the
        party receiving the information;
      2. was
        in the other party’s lawful possession before the disclosure;
      3. is
        lawfully disclosed to the party receiving the information by a third
        party without restriction on disclosure; or
      4. is
        independently developed by the party receiving the information.
    5. Loss
      or destruction of Confidential Information. 
      Neither you nor we shall be
      responsible for any loss, destruction, alteration or disclosure of
      confidential information caused by any third party.
    6. You
      and we will remain bound by these confidentiality provisions. 
      The obligations contained
      in this clause 19 will remain in force if you or we cancel the contract.
  15. General
    1. Assignment
      and transfer.
      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.
    2. 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.
    3. Waiver. If we do not insist that
      you perform any of your obligations under the Contract, or if we do not
      enforce our rights against you, or if we delay in doing so, that will not
      mean that we have waived our rights against you or that you do not have
      to comply with those obligations. If we do waive any rights, we will only
      do so in writing, and that will not mean that we will automatically waive
      any right related to any later default by you.
    4. 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.
    5. Third
      party rights. 
      The Contract is between you and us. No other
      person has any rights to enforce any of its terms.
    6. 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.

If there are any questions regarding these terms
and conditions, you may contact us using the information below.

Geomiq Ltd – [email protected]