Terms & Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

1. Interpretation

1.1. Definitions:

Artwork: any painting or other artwork stored or transported in the Crates.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Crates in accordance with these Conditions.

Crates: the ROKBOX crates (or any part of them) to be supplied by the Supplier as set out in the Order.

Customer: the person firm or company who purchases the Crates from the Supplier.

Delivery: delivery of the Crates to a customer as specified in Clause 3.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Order: the Customer’s order for the Crates, as set out in the Supplier’s purchase order form or other written form acceptable to the Supplier.

Product Guidelines: the Supplier’s written guidelines for the use and handling of the Crates as issued by the Supplier from time to time.

Specification: the technical specification for the Crates contained in the Product Guidelines.

Supplier: Crateight Limited (registered in England and Wales with company number 09824787 trading as

ROKBOX whose business address is at Office 136, China Works, and Black Prince Road, London SE1 7SJ.)

1.2.        Interpretation:

  • A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (c) A reference to writing or written includes faxes and emails.

Basis of contract

    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • The Order constitutes an offer by the Customer to purchase the Crates in accordance with these Conditions. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
    • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    • Any samples or drawings, or descriptive, promotional or marketing material produced by the Supplier in printed or digital form are produced for illustrative purposes only and shall not form part of the Contract nor have any contractual force.
    • The Contract constitutes the entire agreement between the Customer and Supplier and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • The Customer agrees that it shall have no remedies in respect of any statement, representation, assurance, warranty or claim that is not set out in the Contract. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation.

  1. Delivery

    • Subject to paragraph 3.2, the Supplier shall deliver the Crates to the location set out in the Order or such other location as the parties may agree in writing (‘the delivery location’). Unless otherwise agreed in writing, Delivery will not take place until payment in full of the sale price has been received by the Supplier in cleared funds.
    • If arranged between Supplier and Customer, the Customer may collect the Crates at the Supplier’s UK location advised by the Supplier in writing (which shall be deemed to be the delivery location).
    • Delivery is completed on the completion of loading or unloading of the Crates at the delivery location.
    • The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions or information that is relevant to the delivery of the Goods.
    • If the Customer fails to accept Delivery of the Crates on the agreed delivery date, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract the Supplier shall be entitled to store the Crates until Delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    • The Supplier may deliver the Crates by instalments, which shall be invoiced and paid for separately. Any delay in Delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    • The Customer must notify the Supplier within 14 days of Delivery of the goods if any items are missing. Original packing/wrapping materials should be retained until this issue is resolved.

  2. Quality

    • The Supplier warrants that on Delivery and for a period of 12 months from Delivery (warranty period for ROKBOX Original Crates & Compatible Hardware) or 3 months (ROKBOX Lite Crates & Compatible Hardware), the Crates shall:
      • Comply with the Specification
      • Be free from material defects in design, material and workmanship.
    • Subject to clause 4.3 if:

(a)the Customer gives notice in writing to the Supplier during the warranty period and within a reasonable time of discovery that some or all of the Crates do not comply with the warranty set out in clause 4.1; and

  • The Supplier is given a reasonable opportunity of examining such Crates; and
  • The Customer (if asked to do so by the Supplier) returns such Crates to the Supplier’s place of business at the Supplier’s cost: the Supplier shall, at its option, repair or replace the defective Crates, or refund the price of the defective Crates in full. This shall be the full extent of the Supplier’s liability to the Customer in the event of the supply of a defective Crate.
  • The Supplier shall not be liable for the Crates’ failure to comply with the warranty set out in clause 4.1 in any of the following events:
    • The defect arises because the Customer or its agents or sub-contractors failed to follow the Product

Guidelines as to the installation, use, handling and maintenance of the Crates;

  • The Customer alters or repairs such Crates without the written consent of the Supplier;
  • The defect arises as a result of wilful damage to the Crates; or
  • The Crates differ from their previous Specification as a result of changes made by the Supplier to ensure they comply with applicable statutory or regulatory requirements.
  • These Terms and Conditions shall apply to any repaired or replacement Crates supplied by the Supplier. 5. Title and risk
  • The risk in the Crates for insurance purposes shall pass to the Customer on Delivery.
  • Title to the Crates shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Crates, in which case title to the Crates shall pass at the time of payment
  • Until title to the Crates has passed to the Customer, the Customer shall:
    • Store the Crates separately from all other crates held by the Customer so that they remain readily identifiable as the Supplier’s property;
    • Not remove, deface or obscure any identifying mark or packaging on or relating to the Crates; (c) Maintain the Crates in satisfactory condition and keep them insured against all risks for their full price from the date of Delivery;
    • Notify the Supplier immediately if the Customer becomes subject to any of the events listed in clause 8.1; and
    • Give the Supplier such information relating to the Crates as the Supplier may require from time to time.
  • Subject to clause 5.5, the Customer may use the Crates in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Crates
  • If before title to the Crates passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
    • Require the Customer to deliver up all Crates in its possession; and
    • If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Crates are stored in order to recover them.

  1. Liability for contents of Crates

    • The Customer acknowledges that neither the Supplier nor its agents or sub-contractors shall have liability to the Customer on any account whatsoever, nor whether in contract, tort (including negligence) breach of statutory duty or otherwise, for any loss of or damage to the Artworks. It is the Customer’s responsibility to ensure that the contents are suitably insured for any such loss or damage.

  2. Price and payment

    • The price of the Crates shall be the price set out in the Order.
    • The Supplier may, by giving notice to the Customer at any time increase the price of the Crates to reflect any increase in the cost of the Crates that is due to:
      • Any request by the Customer to change the Delivery date(s), quantities or types of Crates ordered; or
      • Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
    • The price of the Crates:
      • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice, and any other sales taxes; and
      • Excludes the costs and charges of transport of the Crate, insurance in transit which shall be invoiced to and payable by the Customer and any import duties.
    • The Customer shall pay the invoice in full and in cleared funds within 14 Business Days of the date of the invoice or (if earlier) before Delivery. Payment shall be made in GBP to the bank account nominated in writing by the Supplier.
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to charge the Customer interest on the overdue amount at the rate of 4 (four) % per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
    • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

  3. Termination

    • Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • The Customer commits a material breach of any term of the Contract and (if such a breach is remediable)

fails to remedy that breach within 14 days of that party being notified in writing to do so;

  • The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its 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;
  • The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a

substantial part of its business.

  • Without limiting its other rights or remedies, the Supplier may suspend provision of the Crates under the Contract if the Customer becomes subject to any of the events listed in clause 8.1 (b) or clause 8.1 (c) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
  • On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
  • Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. 8.6. 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. 9. Limitation of liability

9.1.               Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

  • Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) Fraud or fraudulent misrepresentation;
  • Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  • Defective products under the Consumer Protection Act 1987; or
  • Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2.            Subject to clause 9.1:

  • The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  • the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to the value of all Orders placed in the calendar year in which the claim is made.

  1. Force majeure

The Supplier shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks or more the Customer may terminate this Contract by giving two weeks written notice to the Supplier.

  1. General

    • Assignment and other dealings
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    • Confidentiality
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause
      • Each party may disclose the other party’s confidential information:
      • To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it

discloses the other party’s confidential information comply with this clause 11.2; and

  • As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • Entire agreement
    • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
  • Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  • Notices
    • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email].
    • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7 (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email], one Business Day after transmission.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • Third party rights No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
  • Governing law The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
  • Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject