BOXMAKER.PRO LTD — TERMS AND CONDITIONS OF SALE
 

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions:
- "Company" means Boxmaker.Pro Ltd.
- "Customer" means the person or entity purchasing Goods and/or Services.
- "Goods" means any machinery, equipment, parts, accessories or other items supplied by the Company.
- "Services" means installation, commissioning, training, maintenance or any other services provided by the Company.
- "Order" means the Customer's order for Goods and/or Services as set out in the Company's quotation or invoice.
- "Contract" means the agreement between the Company and the Customer incorporating these Terms and Conditions.

1.2 These Terms and Conditions apply to all Orders and supersede any terms proposed by the Customer unless expressly agreed in writing by a director of the Company.

1.3 Payment of a deposit or any other sum, or written acceptance of a quotation, constitutes acceptance of these Terms and Conditions in full.

1.4 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

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2. ORDERS AND CANCELLATION

2.1 All Orders are accepted subject to availability and the Company's written confirmation.

2.2 Orders for bespoke, custom-built or specially sourced Goods cannot be cancelled once placed with the manufacturer or supplier. In the event of cancellation by the Customer, the Company reserves the right to retain any deposit paid and to recover any further losses or costs incurred.

2.3 The Company reserves the right to cancel or decline any Order at any time prior to delivery, in which case any deposit paid will be refunded in full.

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3. PRICE AND PAYMENT

3.1 Prices are as stated on the Company's quotation or invoice and are exclusive of VAT unless otherwise stated. Where Goods are supplied to non-UK destinations, applicable local taxes and import duties are the Customer's sole responsibility.

3.2 Payment terms are as specified on the invoice. Where staged payments apply (e.g. deposit, pre-shipment balance, post-installation balance), each stage becomes due as specified. The Company reserves the right to withhold shipment or installation until the relevant payment has cleared.

3.3 Time for payment is of the essence. The Company reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, accruing daily.

3.4 All payments shall be made in the currency stated on the invoice. Bank transfer charges are the responsibility of the Customer; the Company must receive the full invoiced amount net of any charges.

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4. DELIVERY

4.1 Unless otherwise agreed in writing, Goods are sold Ex Works (Incoterms 2020) at the point of dispatch, whether from the Company's premises, a manufacturer's premises, or any other location designated by the Company. Risk in the Goods passes to the Customer at the point of dispatch.

4.2 Delivery times quoted are estimates only. Time for delivery is not of the essence. The Company shall not be liable for any loss, cost or damage arising from delay in delivery howsoever caused.

4.3 Where the Company arranges freight on behalf of the Customer, it does so as agent. Freight costs, insurance and import duties are for the Customer's account. The Company may apply an administration charge to freight arranged on the Customer's behalf.

4.4 If the Customer fails to accept delivery when tendered, the Company may arrange storage at the Customer's risk and expense and invoice storage costs accordingly.

4.5 It is the Customer's responsibility to ensure that the delivery site is suitable, accessible and properly prepared for receipt of the Goods, including adequate power supply, floor loading, access for unloading equipment and any other site-specific requirements notified by the Company.

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5. TITLE

5.1 Title to the Goods shall not pass to the Customer until payment in full has been received for all sums due under the Contract, including any outstanding balances on prior contracts.

5.2 Until title passes, the Customer shall hold the Goods as bailee for the Company, store them separately and clearly identified as the Company's property, and not dispose of or encumber them.

5.3 The Company may recover possession of the Goods at any time before title passes if the Customer fails to make payment when due.

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6. INSTALLATION AND SERVICES

6.1 Where the Company agrees to provide installation, commissioning or training, the scope, timing and charges shall be as agreed in writing.

6.2 Installation costs are for the Customer's account unless expressly stated otherwise in the quotation.

6.3 The Customer shall provide at its own cost all necessary site access, utilities, labour assistance, and other facilities reasonably required to enable the Company to carry out installation.

6.4 Final payment instalments tied to installation or commissioning shall become due upon completion of installation, regardless of minor snagging items which do not prevent the Goods from functioning for their intended purpose.

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7. SPECIFICATIONS AND INTELLECTUAL PROPERTY

7.1 The Company reserves the right to make minor modifications to specifications without notice, provided such modifications do not materially affect the performance or fitness for purpose of the Goods.

7.2 All intellectual property rights in designs, drawings, technical documentation, software, control systems and proprietary technology relating to the Goods remain the property of the Company or the relevant manufacturer or licensor. Nothing in these Terms shall be construed as transferring any intellectual property rights to the Customer.

7.3 The Customer shall not copy, reverse-engineer, modify or sub-license any intellectual property embodied in the Goods without prior written consent.

7.4 Where the Company develops or co-develops proprietary products, accessories or systems (including but not limited to gluing systems, stacking systems, feeding systems or associated automation), all intellectual property rights in such developments shall vest in and remain with the Company.

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8. WARRANTIES

8.1 The Company warrants that the Goods will conform in all material respects to the agreed specification at the time of delivery.

8.2 Warranty terms (duration, scope and procedure) are as specified in the Order documentation or, where not specified, as provided by the original manufacturer and passed through to the Customer on a back-to-back basis.

8.3 Warranty claims must be notified to the Company in writing within the warranty period. The Company's obligation under warranty is limited to repair or replacement of defective parts or components at its discretion.

8.4 Warranty does not cover: fair wear and tear; damage caused by misuse, neglect, improper operation or unauthorised modification; consumable items; or damage arising from failure to follow the manufacturer's operating instructions.

8.5 Where Goods are supplied with CE marking or comply with EU Machinery Directive / UK Machinery Regulations, this is as represented by the manufacturer. The Company passes through such representations but does not independently certify compliance.

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9. LIMITATION OF LIABILITY

9.1 The Company's total liability to the Customer under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total price paid by the Customer for the Goods and/or Services giving rise to the claim.

9.2 The Company shall not be liable for any indirect, consequential, special or punitive loss, including but not limited to loss of profit, loss of production, loss of revenue, loss of business or reputational damage.

9.3 Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or any other liability which cannot be limited by law.

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10. FORCE MAJEURE

10.1 The Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemic, strikes, transport disruption, manufacturer delays, port congestion, customs delays or government action.

10.2 In the event of a force majeure event, the Company will notify the Customer as soon as practicable. If the delay exceeds 6 months, either party may terminate the Contract on written notice, with any deposit refunded less costs incurred to date.

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11. PART EXCHANGE

11.1 Where the Company agrees to accept goods in part exchange, the agreed allowance is conditional upon the goods being in the condition represented at the time of agreement.

11.2 The Company reserves the right to revise or withdraw a part exchange allowance if, upon inspection, the goods are found to be in a materially different condition to that represented.

11.3 Risk in part exchange goods passes to the Company only upon physical receipt and inspection.

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12. GENERAL

12.1 These Terms and Conditions constitute the entire agreement between the parties in relation to the Goods and Services and supersede all prior representations, agreements and understandings.

12.2 No variation to these Terms shall be effective unless agreed in writing by a director of the Company.

12.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Failure by the Company to enforce any provision shall not constitute a waiver of that provision.

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Boxmaker.Pro Ltd | www.boxmaker.pro | simon@boxmaker.pro | +44 7836 276123