Terms and Conditions of Sale
1. About us
1.1. Xometry UK Ltd. (company number 13808150) (referred to in these terms and conditions as we and us) is a company registered in England and Wales and our registered office is at Unit 2 Park Road, City Park West, Chelmsford, Essex, England, CM1 1HF. Our VAT number is 432250926. We operate the website https://xometry.uk/.
1.2. Contacting us. To contact us telephone +44 1245-840035 or email email@example.com.
2. Manufacturing of the Product
2.1. We do not carry out the manufacturing of any product, but rather entrust manufacturing with third parties. We may commission various manufacturers to manufacture the products.
2.2. By entering into a contract with us, you agree we are not required to notify you of who will be manufacturing the product.
2.3. By entering into a contract with us, you agree that everything provided by you to us, including but not limited to drawings, plans, information and documents, may be shared with those manufacturers we appoint to manufacture the products.
2.4. We and those manufacturing the products are entitled to change technical details of all drawings, specifications and 3D files provided by you, insofar as is necessary for the manufacture of the product. This includes but is not limited to the amendment of various work steps in the process.
2.5. All intellectual property in drawings, specifications and 3D files provided by you shall be used, to the extent required to provide a quote to you for the products, to manufacture and to supply you with the products. The intellectual property will not be made accessible or disclosed to third parties, other than our manufacturing partners making the products for you.
3. Our contract with you
3.1. These terms and conditions apply to the order by you and supply of products by us to you. No other terms are implied by trade, custom, practice or course of dealing. Nor are any terms set out on a purchase order sent by you to us part of the contract between us.
3.2. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
3.3. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Placing an order and its acceptance
4.1. Please follow the onscreen prompts to place an order or send an e-mail to: firstname.lastname@example.org. Each order should be accompanied by, at least, drawings or 3D model files of the product to be manufactured in any common file format. The file size must not exceed 25 MB. Each order is an offer by you to buy the products specified in the order.
4.2. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.3. Unless agreed otherwise in writing, a contract will not be formed between us if your order in any way relates to the production of weapons, parts of weapons or other forbidden (as determined by us in our absolute discretion) or illegal products/materials. If we become aware that your order relates to the production of weapons, parts of weapons or other forbidden (as determined by us in our absolute discretion) or illegal products/materials, manufacturing will be stopped immediately and the contract between us will terminate immediately without any liability to you whatsoever for any losses, damages, costs, expenses or the alike suffered by you.
4.4. Following a technical examination by us after receiving your order, we may determine that no one within our network of manufacturers is able to manufacture the product. If that is the case, we will notify you of this prior to a contract being formed between us in accordance with these terms and conditions. If however a contract is formed and we determine no one within our network of manufacturers can manufacture the product, the contract between us will terminate immediately without any liability to you whatsoever for any losses, damages, costs, expenses or the alike suffered by you.
4.5. Our acceptance of your order takes place when we send to you an order confirmation email, at which point the contract between you and us will come into existence.
5. Rejecting orders
Sometimes we reject orders, for example, because the order does not pass a technical audit or a credit reference we have obtained is unsatisfactory. When this happens, we let you know and refund any sums you have paid.
6. Delivery, transfer of risk and title
6.1. This clause 6 applies to businesses only.
6.2. We will inform you of estimated shipping dates throughout the quotation process, but our final estimated shipping date will be provided to you at the order confirmation stage. Occasionally our delivery to you may be affected by an event outside our control. See clause 8 for our responsibilities when this happens.
6.3. Delivery is complete once the products have been unloaded at the address for delivery set out in your order and the products will be at your risk from that time.
6.4. You own the products once we have received payment in full, including of all applicable delivery charges.
6.5. If we fail to deliver the products, 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 products. 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.
6.6. If you fail to take delivery of the products they may be taken away and stored. If you do not take delivery of the products before the expiry of a period of three months from when delivery was first attempted, you agree that title to the product passes to us and we may destroy such product without any liability to you whatsoever. During the time in which the products are stored, we may charge reasonable storage costs.
6.7. When the products are to be shipped from the EU to non-EU member states, you shall inform us of the tariff number and the intended usage of the products within 2 days after us sending you an order confirmation email.
7. Price of goods, how and when to pay, and delivery charges
7.1. You will own the product once we have received payment in full.
7.2. You can only pay for products by bank transfer or PayPal. If we have agreed credit terms, payment for the products will be in accordance with those terms unless we state otherwise in writing.
7.3. The price of the products will be the last price we inform you of prior to an order confirmation email being sent to you by us. However, it is always possible that, despite our reasonable efforts, may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
- 7.3.1. where the products’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the products to you; and
- 7.3.2. if the products’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the products 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. However, 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 products and refund you any sums you have paid.
7.4. We provide free shipping on all 3d printed parts. For all products that are made using other manufacturing methods, shipping costs are payable by you. The amount of the shipping costs will be the last price we inform you of for the shipping costs prior to an order confirmation email being sent to you by us.
7.5. If you are a business, we may, by giving notice to you at any time before shipping, increase the price of the products to reflect any increase in the cost of the products that is due to:
- 7.5.1. any factor beyond our control (including changes in economic conditions, prices of raw materials, foreign exchange fluctuations, increases in taxes, insurance premiums, duties, and increases in labour, materials and other manufacturing costs);
- 7.5.2. any request you to change the shipping date(s), quantities of the products or the product ordered (including any changes to the specification of the product); or
- 7.5.3. any delay caused by you or failure by you to give adequate or accurate information or instructions.
7.6. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.7. If we’re unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 3% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
7.8. If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
8. We’re not responsible for delays outside our control
If our supply of your product is delayed by an event outside our control, we will contact you to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial you can contact us to end the contract and receive a refund for any products you have paid for in advance, but not received, less reasonable costs we have already incurred.
9. Deviations and tolerances
You agree that you must allow for tolerances in the products and the manufacturing process, and deviations in the products as compared to what may be stated in the drawings, specifications, 3D files, documents and any other information you provide to us. The tolerances and deviations you agree to are stated on our website and may change from time to time. They can be found here: https://xometry.uk/capabilities/.
10. You’re responsible for making sure your information is accurate
You’re responsible for making sure measurements, drawings, specifications, 3D files, documents and any other information you provide to us is accurate.
11. You have rights if there is something wrong with your product
11.1. Return the product to us. If you think there is something wrong with your product, you must contact us.
11.2. Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our website and that meet all the requirements imposed by law. Your legal rights are summarised below.
Summary of your key legal rights
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
Up to 30 days: if your goods are faulty, then you can get a refund.
Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
11.3. Your rights if you are a business. We warrant that on delivery, and for a period of 9 months from the date of delivery (warranty period), any products which are goods shall:
- 11.3.1. conform with their description and any relevant specification;
- 11.3.2. be free from material defects in material and workmanship;
- 11.3.3. be of satisfactory quality (within the meaning of the Sale of products Act 1979); and
- 11.3.4. be fit for any purpose held out by us.
12. If you are a consumer, we don’t compensate you for all losses caused by us or our products
12.1. Our liability to consumers. We’re responsible for losses you suffer caused by us breaking this contract unless the loss is:
- 12.1.1. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
- 12.1.2. Caused by a delaying event outside our control.
- 12.1.3. Avoidable. Something you could have avoided by taking reasonable action.
12.2. Losses we never limit or exclude. Nothing in this clause 12 shall limit or exclude our liability for:
- 12.2.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- 12.2.2. fraud or fraudulent misrepresentation;
- 12.2.3. breach of the terms implied by section 12 of the Sale of products Act 1979 or section 2 of the Supply of products and Services Act 1982;
- 12.2.4. defective products under the Consumer Protection Act 1987; or
- 12.2.5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
12.3. No implied terms about goods. Except to the extent expressly stated in Your rights if you are a business, we exclude all terms implied by sections 13 to 15 of the Sale of products Act 1979 and sections 3 to 5 of the Supply of products and Services Act 1982.
13. Our warranty for the goods if you are a business
13.1. We provide a warranty that on delivery and for a period of 9 months from delivery, the products shall:
- 13.1.1. conform with their description;
- 13.1.2. be of satisfactory quality (within the meaning of the Sale of products Act 1979); and 5 13.1.3. be fit for any purpose held out by us.
13.2. Subject to clause 13.3, if:
- 13.2.1. you give us notice in writing within a reasonable time of discovery that some or all of the products do not comply with the warranty set out in clause 13.1;
- 13.2.2. we are given a reasonable opportunity of examining the products; and
- 13.2.3. we ask you to do so, you return the products to us at your cost, we will, at our option, repair or replace the defective products, or refund the price of the defective products in full.
13.3. We will not be liable for breach of the warranty set out in clause 13.1 if:
- 13.3.1. you make any further use of the products after giving notice to us under clause 13.2;
- 13.3.2. the defect arises as a result of us following any drawing, design or specification supplied by you;
- 13.3.3. you alter or repair the products without our written consent;
- 13.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- 13.3.5. the products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
13.4. We will only be liable to you for the products’ failure to comply with the warranty set out in clause 13.1 to the extent set out in this clause 13.
13.5. The terms implied by sections 13 to 15 of the Sale of products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
13.6. These terms and conditions also apply to any repaired or replacement products supplied by us to you.
14. Our liability to you if you are a business: your attention is particularly drawn to this clause
14.1. References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2. Nothing in these terms and conditions limits or excludes our liability for:
- 14.2.1. death or personal injury caused by our negligence;
- 14.2.2. fraud or fraudulent misrepresentation;
- 14.2.3. breach of the terms implied by section 12 of the Sale of products Act 1979 (title and quiet possession); or
- 14.2.4. any other liability that cannot be limited or excluded by law.
14.3. Subject to clause 14.2, we will under no circumstances be liable to you for:
- 14.3.1. any loss of profits, sales, business, or revenue; or
- 14.3.2. loss or corruption of data, information or software; or
- 14.3.3. loss of business opportunity; or
- 14.3.4. loss of anticipated savings; or
- 14.3.5. loss of goodwill; or
- 14.3.6. any indirect or consequential loss.
14.4. Subject to clause 14.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed £650,000.
14.5. Except as expressly stated in these terms and conditions, we do not give any representations, warranties or undertakings in relation to the products. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions 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 products are suitable for your purposes.
15. Compliance with laws
As the manufacturing of the product is based on documentation and information supplied by you, we cannot and do not provide any assurances, warranties or the like whatsoever that the product complies with any relevant laws or regulations.
16. We can end our contract with you
16.1. We can end our contract with you for a product and claim any compensation due to us if:
- 16.1.1. you don’t make any payment to us when it’s due and you still don’t make payment within 14 days of our reminding you that payment is due;
- 16.1.2. you don’t, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the product;
16.1.3. you don’t, within a reasonable time, allow us to deliver the product to you.
16.2. If you are a business customer, we may also end our contract with you for a product and claim any compensation due to us if:
- 16.2.1. you commit a material breach of any term of the contract between us and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- 16.2.2. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 16.2.3. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the contract between us has been placed in jeopardy.
16.3. Termination of the contract between us shall not affect your or our rights and remedies that have accrued as at termination.
16.4. Any provision of the contract between us 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.
17. We use your personal data as set out in our Privacy Notice
How we use any personal data you give us is set out in our Privacy Notice: https://xometry.uk/
18. You have several options for resolving disputes with us
18.1. We will do our best to resolve any problems you have with us or our products.
18.2. You can go to court. These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a consumer we can claim against you in the courts of the country you live in. If you are a business you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.
19. Other important terms apply to our contract
19.1. We can transfer our contract with you, so that a different organisation is responsible for supplying your product. We’ll contact you to let you know if we plan to do this.
19.2. You can only transfer your contract with us to someone else if we agree to this. However, you can transfer our consumer guarantee to a new owner of the product. We can require the new owner to prove you transferred the product to them. If you’re a business you need our agreement to transfer your contract with us and it’s entirely up to us whether we give it.
19.3. Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
19.4. If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
19.5. Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.