Terms And Conditions

Last updated: 20 January 2024

Welcome to Machinified (the “Machinified Website”, “Machinified”, “Machinified BV” or “Website”), which is owned and managed by Machinified BV, (collectively, “Machinified”, “we”,”us” or “our”) located at Ambachtenlaan 14-16, Unit 15, 3001 Heverlee, Belgium and with VAT number BE 0768.329.476. These Terms and Conditions (“Terms”) are made between Machinified and you (“you” or “your” or “customer” or “client”) and include your access to and use of the Machinified website (“Site”) and the products and services (“Services”) offered by Machinified through the Site and by other means including email.

 

1 Your Consent

 By using the Machinified Website and Services, sharing any information or by completing Machinified’s have-a-question or newsletter application (“Application”), you acknowledge to have read and understood and agreed to be bound by the terms, you are of legal age to form a binding contract with Machinified, and you have the authority to enter into this agreement personally or on behalf of the company you appear to act, and to bind your company to these terms. If you do not agree with these Terms and Conditions, you may not us the Machinified Website or Services.

 

2 Modifications of the Terms and Conditions

 We reserve the right to update or modify these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site, behind the link and page “Terms and Conditions” at the bottom of each page of this Website. Your continued use of this Website and/or of the Services offered by Machinified after we have posted the revised Terms and Conditions constitutes your agreement to be bound by the revised Terms and Conditions. If you do not agree to any changes , you shall stop using the Services of Machinified.

 

3 Cancellation and Modification of Order

 We reserve ourselves the right to cancel, modify, change your order and/or your specifications at any given time. This cancellation can be due to various justified reasons including infeasibility of the model, defective file or specification, non-manufacturability of the parts, no available internal or external (Manufacturing partners) capacity as determined by Machinified. These reasons are not solely dependent on the will of Machinified, but are mainly based on external factors. In the event of Machinified cancelling your order, you will be notified via email and you will be refunded or credited if the order had already been paid for. Any products that are intended to be used for the development of a device or as a device that could be used to cause harm or damage will not be manufactured. Person(s) who share the files will be held liable for any legal actions and must safeguard Machinified for any legal action related to these files and the products manufactured according to these files, irrespective of the higher mentioned modifications. After placing an order, you may not cancel or modify the order, unless agreed upon in writing by email by Machinified. We reserve the right to suggest alterations to your specifications in case we determine that manufacturing is not possible according to your specifications. Should this occur, we will let you know via email or in your account. If you do not agree with these suggestions within two (2) business days we reserve the right to cancel your order. We are not responsible for your design or specifications should it not work as expected by you or meet the desired needs.

 

4 Prices and Taxes

 Agreed prices can be increased following government regulations or other coercive measures that were not know at the time the agreement was concluded. Unforeseeable changes in purchase prices for raw materials and currency fluctuations, if any, may also be charged to the customer. If a customer, after having placed the order, wants to include additional specifications or Services, this may cause an additional cost and an extension of the delivery terms.

 

In the event of change in material cost after an order has been placed, we will inform you and negotiate the price increase. If we are not able to agree upon this price increase we have the right to cancel your order, without any liability for any costs or damages occurred as a result of Machinified being unable to manufacture your order at the initially quoted pricing.

 

Any additional fees related to your order such as, but not limited to, taxes, duties, tariffs, order fees, shipping fees or handling fees incurred after the order placement date will be collectively referred to as “Fees” and payment terms also apply here. They shall be paid by you, unless otherwise agreed to by Machinified in writing.

 

5 Payment Terms

 Machinified will not start manufacturing until an order is confirmed via email. Machinified reserves itself the right to ask for upfront payment (50%) of total Fees and 50% upon completion. In this case full payment must be made in full prior to delivery of Products.

If agreed on payment after delivery, the payment is due within 30 days of the issue date of the Invoice or Delivery Date. If payment is late we will include 15% interest rate on the total amount of Fees as well as a fixed compensation for damage amounting to 12% of the balance due, the latter with a minimum of 100,00€.

 

The Products will remain the property of Machinified until full payment of the amount due by the client. Should the payment not be entirely fulfilled by the due date, stated on the invoice, we reserve ourselves the right to retrieve all Products of this order.

 

6 Lead Times

 Lead Times are only estimates and are not in any way guaranteed. Unpredictable factors may cause orders to be delayed, should this be the case Machinified is not liable for any costs or damages occurred by such an event. If you are on a strict deadline, we strongly advise to mention this explicitly when placing your order. Machinified accepts no responsibility for missed deadlines, costs or damages and is under no obligation to offer a refund or discount should any of these occur.

 

7 Shipping & Delivery

 Orders are available for pick-up at Machinified’s office at Ambachtenlaan 14-16, Unit 15, 3001 Heverlee, Belgium or can be delivered/sent to the shipping address specified by you in your order. We are not liable for incorrect shipping addresses. All orders will be delivered or sent Ex Works (Incoterms) to the delivery address in the Order. We are not liable for any costs, expenses or damages caused as a result of any Force Majeure Event, including delay in shipping or delivery caused by the shipper or any other cause beyond our control. If Machinified requests any relevant customs or other documentation, including HTS designations, intended use of goods and so forth, and you do not promptly comply with this request, we reserve ourselves the right to ship the order as a “sample” or “prototype”.

 

8 Use of Subcontracting and Third Party Companies

 Machinified will either manufacture your order in its own production facilities or subcontract the order with one or more of its manufacturing partners. You acknowledge and agree that Machinified is allowed to use any of its manufacturing partners to produce your order and thereby also share your specifications and all other necessary information provided by you with our manufacturing partners in order to process your order, manufacture your order or perform our Services, even in when a non-disclosure agreement has been signed. If Parties want to exclude the possibility for Machinified to use third parties/manufacturing partners for the manufacturing of the products, it needs to be explicitly mentioned in a non-disclosure agreement, with a specific statement putting forward that this deviates from the Terms and Conditions of Machinified. Any problems or longer lead times caused by our manufacturing partners will be considered Force Majeure.

 

9 Intellectual Property Rights

 The Customer represents and warrants to Machinified BV, that any shared information, designs, images, text, trademarks and any other material supplied and/or disclosed to Machinified BV are the property of the Client or that the Client has permission from the rightful owner to use and share each of those elements (“Intellectual Property Rights”) with Machinified and that we will not infringe the intellectual property rights of any third party. Any product or service produced by Machinified for the Client which infringes intellectual property rights of any third party will remain the liability of the Client and Machinified cannot be held accountable for any loss, damage claim or expense caused by such an infringement.

 

By agreeing to these Terms, you also grant Machinified a non-exclusive, royalty-free and fully paid-up worldwide right and license to use your Specifications, including Intellectual Property Rights, to transfer and share any other shared information to a manufacturer or 3rd party within the Machinified network, to enable this party to manufacture your order.

 

10 Limited Warranties and Liabilities

 We warrant that your product(s) will substantially meet with your specifications, within the limitations of the current manufacturing technologies, during the warranty period of five (5) working days from the date the product(s) are delivered. Upon receiving a claim concerning the state of the product(s), Machinified will inspect the product(s) and determine if the product(s) comply with the given specifications and within the capabilities of the current manufacturing technologies. Machinified will either (A) repair, replace or remanufacture the non-confirming product(s) and deliver them all free of charge, or (B) refund/credit you for the total amount paid to Machinified for the non-conforming item. If we determine, after inspection that the product(s) comply with all your specifications, you will be held accountable for reimbursing all costs and expenses required for this inspection. Any further discussion about the technical specifications of the product(s) from your side will need to be supported by the report of an independent expert. Based on such report, Machinified can re-evaluate its own observations and engage in a renewed dialogue to find a solution. No written or oral advice or information given by us shall create any kind of warranty whatsoever.

 

All information and content on or obtained through the site are provided “as is” and without warranty of any kind. You hereby waive all other warranties relating thereto, including but not limited to any warranty of merchantability, fitness for a particular purpose or warranty against interference or infringement.

 

The maximum aggregate liability of Machinified to the client whether caused by tort (including negligence), breach of contract, warranty or otherwise,  shall in no circumstances exceed the total amount paid by the client to Machinified for the products related to the claim. In no event or condition shall Machinified be liable to the client for any loss of profits, business and other or for any other indirect loss or damage whatsoever.

 

Insofar as the clauses in these Terms and Conditions constitute a transfer of liability to the client, this is compensated by the, for the client, beneficial price setting by Machinified and the technical information provided by Machinified when suggesting modifications to the files and products of the client to improve manufacturability.

 

11 Site and Services Usage & Restrictions

 By agreeing to these Terms and Conditions you agree that you will not violate any contract, intellectual property right or other third party right or commit a tort, and you are the solely responsible for your conduct and usage of our Site and Services.

 

Copyright and all other proprietary rights in the content of the Site rests with Machinified or its licensors. Except as otherwise provided, the content published on this Website may be reproduced or distributed in unmodified form for a personal, non-commercial use only. Any other use of content, distribution, modification, reproduction or transmission without prior written consent of Machinified  is strictly prohibited.

 

You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from our Website or Services. Our rights include rights to (i) the Services developed and provided by us; and (ii) all software associated with the Services. All copyright and other proprietary notices shall be retained on all reproductions.

 

This Website may provide links to other websites that are not under the control of Machinified. We shall not be responsible in any way for the content of such other websites. Machinified provides such links only as a convenience to you, and the inclusion of any link to any such websites does not imply endorsement by Machinified of the content of such websites.

 

12 Other Terms

a.       Amendment: These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral. Any valid alteration to or variation of this agreement must be in writing and signed on behalf of each of the parties by a duly authorized representative.

 

b.       Jurisdiction: This agreement is governed by and construed in accordance with the laws of Belgium and shall be subject to the exclusive jurisdiction of the courts of the registered office of Machinified.

 

c.       No Waiver: No failure of either party to enforce at any time or for any period any term or condition of the agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the agreement.

 

d.       Severability: If any provision of the agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed from the agreement and the remaining terms of the agreement shall remain in full force and effect.

 

e.       Force Majeure: Neither party shall be liable for any delay in performing or failure to perform its obligations under the agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. The Client’s obligation to pay all amounts due under this agreement is explicitly excluded from the provisions of this clause.

 

f.        Publicity: As a user of our Services you consent to Machinified’s use of your company name and logo and you agree that Machinified is allowed to show and distribute images of your files and Product(s) on the Site and via any of our channels, this includes our website and social media channels but it is not limited to these methods. By agreeing to this service we do not need to seek your written permission to distribute images of your files through any of our channels and you are not able to request for pictures to be removed after something has gone live. Accordingly you hereby grant Machinified a non-exclusive, royalty-free, fully paid, irrevocable and worldwide license to use, modify, reproduce, adapt, publish and create derivative works and publicity displaying your name, logo, trademarks and other specifications in all media formats and channels without any form of compensation.

 

g.       Indemnification: You agree, at your sole expense, to defend, indemnify and hold Machinified, its employees, its partners, affiliates, distributors, dealers, agents and its and their employees harmless from and against all liabilities, settlements, claims, actions, suits, costs, damages and expenses  (including, without limitation, reasonable attorneys’ fees and other reasonable expenses of litigation) arising directly or indirectly from or relating to any claims that result from (i) any breach by the customer of these Terms and Conditions, (ii) any Products or Specifications, including claims related to injury, death or damage to ant person or property caused by the Products.

 

13 Consent to the Use of Personal Data

By using our Services you agree that Machinified may collect and us personal data about you. Such information collected through this Website and via email shall only be used for our own records and will never be sent, sold or distributed to any third parties, except for the manufacturing partners of Machinified and solely for the purpose of manufacturing you order, without your consent.

If the client does not wish to receive commercial information from Machinified, the client should inform Machinified of this.

Machinified refers the client to its privacy statement as can be consulted on the Machinified Site and where the rights and obligations regarding the processing of personal data are included. The client hereby confirms to have taken note of this document and accepts the content.

We are happy to sign non-disclosure/confidentiality agreements when necessary.

 

14 Modifications of these Terms and Conditions

We reserve the right to update or modify these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site, behind the link and page “Terms and Conditions” at the bottom of each page of this Website. Your continued use of this Website after we have posted the revised Terms and Conditions constitutes your agreement to be bound by the revised Terms and Conditions. If you do not agree to any changes , you shall stop using the Site and Services.

 

15 Contact Information

Should you have any questions concerning these Terms and Conditions or our Services, please contact us via mail at info@machinified.com.

 

The MACHINIFIED Team