Terms and Conditions For XMAKE

Last Updated: 29th April 2024

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

Please read these terms and conditions carefully.

TERMS AND CONDITIONS

1. What We Do.

https://xmake.com/ is an on-demand manufacturing platform, known for its cost-effective and high-quality operation specializing in a wide range of services including CNC machining, 3D printing, sheet metal, etc.

2. About Us

Company details. Shenzhen XMAKE Technology Co., Ltd, is a company registered in
China , Shenzhen City. Our registered office is Room 803, TangWei Commercial Building,

Baoan District, Shenzhen City.

 

3. Our Contract With You

3.1. Our Contract
By using the Website and/or the Services, you (You) acknowledge to have read, understood, and agree 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.

3.2. 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 representation or assurance or warranty that is not set out in the Contract.

3.3. Language
These Terms and the Contract are made only in the English language.

4. Placing An Order and Its Acceptance

4.1. Registration
You may register on https://xmake.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 and not allow your password to be used by anyone else.

4.2. 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 9 am-5 pm 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, shipping rates, or raw material costs.

4.3. 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 https://xmake.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.

4.4. Our Method For Accepting Orders
Our acceptance of your order will take place when we contact you to formally 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 produce the goods.

4.5. Cases where orders cannot be accepted.
If we cannot accept your order, we will promptly notify you and refrain from charging you for the Goods. This situation may arise for various reasons, such as the inability to produce certain parts as requested, the manufacturer’s inability to honor the quote due to unforeseen constraints on our resources, failure to meet our minimum requirements based on a credit reference obtained for you, identification of errors in the price or description of the Goods, or our inability to meet a delivery deadline specified by you.

4.6. About 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.

4.7. Sales Scope
At our company, we are committed to serving customers from all corners of the globe. We proudly accept orders from addresses outside of mainland China, embracing the diversity and international reach that our global clientele represents. However, it is important to note that all orders placed through our platform are subject to the laws and regulations of the destination country. This is not only a legal requirement but also a commitment to ethical business practices that we uphold.

5. Specifications

5.1. You are responsible for ensuring that the specifications you supply to us in written or electronic form are correct.

5.2. We will not quote or work from engineering drawings and will only quote or work from the drop-down/selection boxes on the quote form through the platform unless otherwise stated on the quote.

5.3. 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 Model file or 2D file for Sheet Metal only and as per point 2, the platform drop-down/selection boxes on the quote form to avoid production delays.

5.4. 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 begun, where a multi-body file has been provided by email or uploaded to the platform will not be refunded in any circumstances.

5.5. Where tolerances are marked on drawings or indicated by using the XMAKE platform, tolerances will always be met prior to any secondary finishing processes such as bead blasting, anodizing, 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.

5.6. 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.

5.7. If there are any requirements for infrastructure, work environment, contamination, cleanliness, or preservation then we must be informed at the time of request for a quote and as part of the RFQ in the ‘Notes’ section.

6. Your Entitlement to Change the Merchandise

6.1. Engineering Change Request:
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 Request Document. Starting April 23^rd, 2024 our policies are updated as follows; we do not accept ECRs on orders under USD 10,000. If your order exceeds USD10,000, you may submit a request for an administrative charge at USD200, per request, in addition to the cost of the change. Submitting an ECR can significantly change lead time, and/or cost to manufacture the part.

6.2. Cancellations:
Starting April 3^rd, 2023 our policies are updated as follows; To keep our competitive lead times, we cannot allow cancellations of any kind. All sales are final. Liability for payment of goods remains in effect irrespective of whether a customer cancels their Purchase Order. Upon engaging XMAKE’s services, these terms and conditions take precedence over any customer terms or conditions stated in Purchase Orders, regardless of timing, Terms of Business, or any other agreements. This is necessary for XMAKE to uphold standardized processes and fulfill our commitment to providing competitive services.

7. Delivery, Transfer of Risk, and Title

7.1. 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.

7.2. 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.

7.3. You own the Goods once we have received payment in full, including all applicable delivery charges, duties, and taxes.

7.4. 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 an Event Outside Our Control caused any failure to deliver, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

7.5. If you fail to take delivery within 10 days after the day we notified you that the Goods were ready for delivery, we may resell the part of, or all the Goods.

8. International Delivery

8.1. If you order Goods from our site for delivery outside Mainland China, 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.

8.2. 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.

8.3. 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 licenses. 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.

8.4. Warehouse storage can be arranged by agreement on a case-by-case basis: some of our manufacturing partners can offer this service, and if not we may be able to use an insured third party.

9. The Price of Goods and Associated Delivery Charges

9.1. The prices of the Goods will be as quoted to you and will be valid for 5 days.

9.2. Prices for the Goods may change from time to time, including orders you have already placed or Purchase Orders that have been received. This will only happen if there is a fluctuation in raw material costs, shipping costs, or exchange rates of more than 5%. If there are fluctuations, we will inform you of the change in cost that You will be required to pay.

9.3. The price of the Goods does not include delivery charges. Our delivery charges are as advised to you on our website or in the quote before you confirm your order.

9.4. 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 canceling your order. We will not process your order until we have your instructions. If we cannot contact you using the contact details you provided during the order process, we will treat the order as canceled and notify you in writing.If we inadvertently process your order with an obvious and unmistakable pricing error that could have been reasonably recognized by you, we reserve the right to cancel the supply of the Goods and provide a refund for any payments made.

10. Payment Procedures

10.1. You can pay for Goods using a debit card or credit card through our Stripe payment gateway, Purchase Order (where agreed), or by bank transfer.

10.2. Payment for the Goods and all applicable delivery charges is in advance unless otherwise agreed.

10.3. 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 daily 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.

11. Credit Terms

11.1. For companies ordering over $2500, running multiple or recurring orders we offer the option to “Pay with Purchase Order”

11.2. You must pay all invoices within your individually agreed terms from the date of the invoice.

11.3. For all Orders that include tooling, XMAKE may require You to pay the cost of tooling upfront.

11.4. XMAKE may require an advance payment before it fulfills your Order

11.5. The amounts due shall, unless otherwise agreed, be paid by credit card or bank transfer as indicated by XMAKE. All costs related to the method of payment shall be Your responsibility.

11.6. If any amount due is not made when it becomes due and payable, a late payment interest of two percent (2%) per month, or the highest amount permitted by applicable law, whichever is less, shall be due and payable concerning such amount to be calculated from the time such amount became due until the time such amount is paid in full.

11.7. In addition, XMAKE may, in the event of any overdue payment, suspend any delivery of Parts to You or prevent You from placing any future orders until all amounts due are paid.

12. Your Obligations

12.1. 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.

12.2. 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.

12.3. 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.

13. Our Warranty for the Goods

13.1. We use reasonable endeavors 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 manufacturing partners for our internal purposes where required (not available to buyers). We also offer Formal Inspection Reports from our manufacturing partners for You to confirm the Goods meet the specifications requested on the platform. 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.

13.2. Subject to clause 12.1 you acknowledge that Goods are manufactured to specifications and design files supplied by you. We will only quote or work from the dropdown/selection boxes on the quote form through the platform, and 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. Suitable technical limitations, manufacturing processes, technology, or materials suitable for your application are the responsibility of You and not XMAKE at any point. XMAKE will not accept any claims as a result of a lack of technical knowledge from You.

13.3. Subject to clause 12.1, if:

13.3.1. you give us notice in writing and complete our XMAKE Non-Conformance Form within 5 business days of delivery that some or all of the Goods do not meet the specifications set out on the 2D/3D CAD Model and platform drop-down/selection boxes on the quote form.

13.3.2. you return the relevant Goods to us within 5 business days of receipt of the notice in clause 12.3.1 above;

13.3.3. we are given a reasonable opportunity to examine the Goods; and

13.3.4. if we ask you to do so, you return the Goods to us at your cost, we will use reasonable endeavors to resolve any issues with our manufacturing suppliers, which may include, if appropriate, replacing defective Goods.

13.4. We will not be liable for breach of the warranty set out in clause 12.3 if:

13.4.1. you make any further use of the Goods after giving notice to us under clause 12.3.1;

13.4.2. 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;

13.4.3. you alter or repair the Goods without our written consent;

13.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

13.4.5. The goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

13.5. 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 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.

13.6. These Terms also apply to any repaired or replacement Goods supplied by us to you.

14. Our Liability: Your Attention is Specifically Directed to this Clause

14.1. Nothing in these Terms limits or excludes our liability for:

death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or any other liability that cannot be limited or excluded by law.

14.2. 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:

14.2.1 any loss of profits, sales, business, or revenue;

14.2.2 loss or corruption of data, information, or software;

14.2.3. loss of business opportunity;

14.2.4. loss of anticipated savings;

14.2.5. loss of goodwill; or

14.2.6. any indirect or consequential loss.

14.3. 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.

14.4. Except as expressly stated in these Terms, we do not give any representations, warranties, or undertakings with 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.

15. Our Website

15.1. 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.

15.2. 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.

16. Termination

16.1. 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:

16.1.1. 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;

16.1.2. you fail to pay any amount due under the Contract on the due date for payment;

16.1.3. you take any step or action in connection with you entering administration, provisional liquidation, or any composition or arrangement with your creditors (other than about a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for 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;

16.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

16.1.5. 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.

16.2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as of termination.

16.3. 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.

17. Events Outside Our Control

17.1. 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).

17.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
17.2.1. we will contact you as soon as reasonably possible to notify you; and

17.2.2. 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.

18. Communications Between Us

18.1. When we refer to “in writing” in these Terms, this includes email.

18.2. 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.

18.3. A notice or other communication is deemed to have been received:

18.3.1. if delivered personally, on signature of a delivery receipt, or at the time the notice is left at the proper address;

18.3.2. 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 if

18.3.3 sent by email, at 9.00 am the next working day after transmission.

18.4. 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.

18.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

19. Our Utilization of Your Personal Information

We will only use your personal information as set out in our Privacy Policy, available here: www.xmake.com/privacy-policy/

20. Confidentiality

20.1. 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.

20.2. 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 by these terms and conditions. However, we may disclose your confidential information to our manufacturers to obtain quotes or fulfill 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.

20.3. 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 by 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 license to use, store, and copy that content and to distribute and make it available to third parties to obtain quotes and fulfill any orders placed by you, and for our own in-house data analysis to build and improve our services.

20.4. Information that is not confidential. Confidential information does not include information that:

20.4.1. is or becomes publicly known other than through any act or omission of the party receiving the information;

20.4.2. was in the other party’s lawful possession before the disclosure;

20.4.3. is lawfully disclosed to the party receiving the information by a third party without restriction on disclosure; or

20.4.4. is independently developed by the party receiving the information.

20.5. 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.

20.6. You and we will remain bound by these confidentiality provisions. The obligations contained in clause 19 will remain in force if you or we cancel the contract.

21. General

21.1. Assignment and transfer.
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 web page if this happens]. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

21.2. Variation. 
Any variation of the Contract by you only has an effect if it is in writing and signed by you and us (or our respective authorized representatives).  We may change these Terms at any time, but if we do so we will use reasonable endeavors to notify you in advance.

21.3. 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.

21.4. 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.

21.5. Third party rights. The Contract is between you and us. No other person has any right to enforce any of its terms.

21.6. 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.

Shenzhen XMAKE Technology Co., Ltd – info@xmake.com