BATCHFORCE MANUFACTURING
COLLABORATION TERMS
LAST UPDATED ON 24 Nov 2022
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OUR SERVICE.
This Manufacturing Collaboration Terms (the “Agreement”) is made and entered into as of the date of signature of this Agreement (the “Effective Date”), between Batchforce, having its place of business at Kloosterweg 1, 6412 CN Heerlen, Limburg, The Netherlands (“Batchforce”) Supplier or “The Supplier” or “You” or “Your”). Batchforce and The Supplier may each be referred to as a “Party” or collectively as “Parties”.
1. INTERPRETATION AND DEFINITIONS
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this Manufacturing Collaboration Terms:
“Achievements” means, in the context of this Agreement, inventions, designs, works, programs, documents, data, names, signs, know-how, materials or other achievements from the work executed by The Supplier.
“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
“Account” means a unique account created for You to access our Service or parts of our Service.
“Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Batchforce.
“Batchforce Assets” means Batchforce’s algorithms, processes and mechanisms, the Website, and all content therein.
“Country” refers to The Netherlands.
“Content” refers to content such as files, text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
“Device” means any device that can access the Service such as a computer, a cell phone or a digital tablet.
“Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
“Network” means a group of third party manufacturers capable of performing manufacturing services.
“Service” refers to the Website.
“Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
“Website” refers to batchforce.com or any other subdomain such as app.batchforce.com or start.batchforce.
“You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
2. ACKNOWLEDGMENT
Your access to and use of the Service is conditioned on Your acceptance of and compliance with this Agreement.
By accessing or using the Service You agree to be bound by this Agreement. If You disagree with any part of this Agreement then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
3. SUPPLIER MANUFACTURING PROGRAM
Batchforce has an online platform which is accessible at the Website that enables Batchforce’s customers to upload files, models and specifications to receive information and enable services or purchase parts. Batchforce maintains a manufacturing collaboration program consisting of a group of third party manufacturers capable of performing manufacturing services on Batchforce’s behalf (the “Network”). As a participant in the Network, You will have the right to receive purchase orders from Batchforce, from time to time, for the manufacture of parts in a purchase order. Any costs associated with making offers or quotations, including the costs of advice, drawings and the like made by or on behalf of the Supplier, will not be reimbursed by Batchforce.
Without the prior written permission of Batchforce, the Supplier may not contract out the work, or parts thereof, to another party or hire in personnel for the execution (of parts) thereof.
4. DELIVERY TIME AND PENALTY
Specified delivery times or execution periods are deadlines. The Supplier is in default by operation of law on exceeding the delivery time or execution period. As soon as the Supplier knows or ought to know that the agreement will not be executed, or will not be executed on time or properly, it will inform Batchforce immediately.
The Supplier is liable for all damage suffered by Batchforce as a result of exceeding the delivery time and/or execution period. For every day of delay in the delivery time or execution period, the Supplier will pay Batchforce an immediately due and payable fine of € 500 per day. This penalty can be claimed in addition to compensation by virtue of the law.
5. PRICES AND QUOTES
The prices mentioned in the offer are based on delivery of these terms and conditions. All prices are expressed in euros or dollars, fixed, exclusive of VAT and inclusive of proper packaging.
An increase in cost-determining factors that occurred after the conclusion of the agreement remains at the expense of the Supplier, regardless of the period that elapsed between the conclusion of the agreement and the execution thereof.
6. DELIVERY AND RISK TRANSFER
Supplier is following the Batchforce requirements for packaging, labeling and delivery as stated in the attachment BATCHFORCE REQUIREMENTS FOR PACKAGING, LABELING AND DELIVERY.
Incoterms for delivery of goods from suppliers to Batchforce is FCA (Incoterms 2010).
Delivery takes place at the moment that the Supplier delivers the goods to Batchforce's business location unloaded. Until that time the Supplier bears the risk of the good in terms of, inter alia, storage, loading, transport and unloading. The Supplier is obliged to insure itself against these risks at its own expense.
Batchforce and the Supplier may agree that Batchforce will be responsible for the transport. In that case too, the Supplier bears the risk of, inter alia, storage, loading, transport and unloading. The Supplier can insure itself against these risks.
If the goods are collected by or on behalf of Batchforce, the Supplier must provide assistance with the loading free of charge.
7. INSPECTION AND APPROVAL
Supplier is following the Batchforce requirements for quality and certifications as stated in the attachment BATCHFORCE REQUIREMENTS FOR QUALITY, CERTIFICATIONS.
Batchforce has the right at all times to inspect or approve the ordered or delivered goods and/or the work (in progress). In that case, the Supplier will provide such facilities as can reasonably be required for this.
Batchforce is never obliged to inspect or approve the ordered or delivered goods and/or the work (in progress) and can assume that the ordered or delivered goods and/or work (in progress) are sound.
The costs of the inspection/approval will be borne by the Supplier if these goods/the work are rejected by Batchforce. Inspection or approval does not release the Supplier from any guarantee or liability, arising from these terms and conditions, the agreement or the law.
8. REJECTION
If the goods/work delivered by the Supplier do not comply with the agreement, Batchforce has the right to reject these. Receipt of the goods or payment of the goods or work does not imply acceptance thereof.
If Batchforce rejects the delivered goods and/or the work, the Supplier is obliged to act as follows within a period to be determined by Batchforce:
arrange for free repair or, at the discretion of Batchforce;
arrange for free replacement of the goods and/or have the work carried out in accordance with the agreement.
If the Supplier fails to comply with this obligation within the set period or does not do so to the satisfaction of Batchforce, Batchforce will be entitled to carry out the work itself or have it done by a third party at the Supplier's expense.
9. FEES AND PAYMENTS
Batchforce pays valid invoices twice a month on the 15th and end of month each month as long as those days fall on a business day. If not, they will be paid on the first business day following those dates. Payment processing occurs in the Central European Time zone (CET and CEST). The payments will be issued according to the schedule below. Submit invoices on the ship date of orders you shipped that day.
Invoice submitted on ship date: 1st - 15th
Pay date: EOM 45 days
Invoice submitted on ship date: 16th - 31st
Pay date: EOM 60 days
Invoice is valid if the following conditions are fulfilled:
The Supplier's invoices must comply with the requirements of Article 35a of the Turnover Tax Act 1968. In addition, the Supplier must state the following clearly and orderly on the invoices:
the date of issuance;
a consecutive number, with one or more series, so that the invoice can be uniquely identified;
Batchforce’s name and address;
the Suppliers’s name and address;
whether or not the reverse charge mechanism with regard to turnover tax is applicable and if not, the amount of the sales tax;
the Supplier’s VAT identification number;
Batchforce’sVAT identification number, if the VAT is reversed to the Batchforce;
the invoice amounts, broken down for each tariff and then subdivided into unit price and any discounts applied;
the number or reference, if any, of the agreement under which Batchforce has executed the invoiced performance(s);
the time periods during which the performance(s) have been executed;
the description or reference of the work to which the payment relates;
The invoice is issued not prior to ship date of all Parts at the destination designated in the Purchase Order, or other place of shipment as specified by Batchforce.
All Parts are delivered at the destination designated in the Purchase Order, or other place of shipment as specified by Batchforce.
Electronic Proof of Delivery of the shipment shall be used to determine the date on which all Parts are shipped and to confirm the delivery.
Batchforce is properly notified that the parts have shipped with the tracking information provided.
Parts are approved of quality and quantity by Batchforce.
The invoice is submitted via email to
[email protected].
Invoices must be submitted via email, as individual attachments, to
[email protected]. The subject line of the email should contain the Enquiry Number(s). Please submit invoices one attachment at a time for faster turnaround. This means one invoice per attachment and one attachment per email.
subject line contains Enquiry Number
one invoice per attachment
one attachment per email
supported file types: PDF
we do not accept ZIP, DOC, XLSX and CSV files
Invoices that do not meet the conditions as set forth above shall be deemed invalid (“Invalid Invoice”). You agree and understand that an Invalid Invoice will not be paid by Batchforce or its customers. In the event an invoice is deemed invalid, Partner agrees to, on receipt of notice, use a credit note to cancel the Invalid Invoice. If You have any questions regarding the status of your invoices or how to proceed after receiving notice of an Invalid Invoice, please contact us at:
[email protected].
Subject to the terms herein, Batchforce will pay The Supplier, as its sole compensation hereunder for the performance hereunder, including the manufacture and delivery of the Parts, the fees set forth in the applicable Purchase Order after all Parts have been Accepted and a Valid Invoice is submitted according to the guidelines. The Supplier will be responsible for all costs and expenses associated with any Manufacturing Project, including the manufacture of the Part(s).
10. TAXES
Applicable taxes, including, but not limited to, sales/use taxes, shall be the responsibility of The Supplier, and The Supplier shall remit all such taxes and/or charges to the appropriate tax authority.
11. DUTY OF CONFIDENTIALITY
The Supplier will keep confidential any information he receives (in whatever form) from Batchforce.
The same applies to all other information concerning Batchforce of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could cause damage.
The Supplier will take all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 of this article confidential.
The duty of confidentiality described in this article does not apply to information on which was already public before The Supplier learned of this information or which later became public without this being the result of a breach of The Supplier's duty of confidentiality and on which is made public by The Supplier on the basis of a legal obligation.
In the event of a violation or the duty of confidentiality included in this article, The Supplier will owe Batchforce an immediately payable fixed fine of € 50000 per violation and of € 1000 for each day that The Supplier is in violation, without prejudice to Batchforce's authority to claim full compensation.
The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 10 (ten) years after its expiry and regardless of how this Agreement was terminated.
12. PROPERTIES OF BATCHFORCE
The Supplier is obliged to observe the care of a good Supplier when using the properties of Batchforce’s algorithms, processes and mechanisms, the Website, and all content therein (collectively, the “Batchforce Assets”), which have been made available to The Supplier in the context of the execution of the assignment. After execution of each assignment, The Supplier is obliged to immediately make available to Batchforce all goods of - or for the benefit of - Batchforce that The Supplier has in his possession at that time.
The 3D models, drawings, and specifications provided within the Purchase Order are the exclusive property of Batchforce or the Customer of Batchforce. Partner is hereby granted a non-exclusive, non-transferable, non-sublicensable, limited license to use, the 3D models, drawings, and specifications and any other that is provided for the sole purpose of performing its obligations hereunder. Partner agrees that within 18 months upon the completion of its obligations for any Purchase Order, or upon request from Batchforce, it will return or destroy the 3D models, drawings, and specifications for such Purchase Order. Partner further understands and agrees that the 3D models, drawings, and specifications and other information provided are the confidential and proprietary information of Batchforce or the applicable Customer, and will not disclose the such models or information to any third party, without the prior written consent of Batchforce or the applicable Customer; provided, that, Partner may disclose such models and information to its employees who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.
13. INTELLECTUAL PROPERTY AND RIGHTS
Batchforce retains all intellectual property rights (not limited to copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc. that have been made available to The Supplier by Batchforce, unless the parties have agreed otherwise in writing.
The Supplier may not copy the said intellectual property rights or have them copied, show them to third parties and / or make them available or use them in any other way without prior written permission from Batchforce.
14. TRANSFER OF INTELLECTUAL PROPERTY OF THE SUPPLIER
If, in the context of this Agreement, inventions, designs, works, programs, documents, data, names, signs, know-how, materials and / or other achievements from the work to be executed by The Supplier (“Achievements”) intellectual property rights (such as, but not limited to copyrights, neighboring rights, trademark rights, design rights, database rights and patent rights) are or may come to rest under Dutch and/or foreign law:
The Supplier hereby bears these intellectual property rights fully and worldwide to Batchforce;
insofar as transfer of one or more intellectual property rights can only take place at a later time, The Supplier will transfer the relevant intellectual property rights to Batchforce in full and worldwide, both during the term of the agreement and after termination of the agreement, as soon as possible and worldwide. cooperate to legally complete such transfer;
The Supplier will not register the Achievements or have them registered in his own name and / or name of a third party as a trademark, model, patent or other intellectual property right;
Batchforce is entitled to register the Achievements as a trademark, model, patent or other intellectual property right in his name or a name of a third party;
insofar as legally possible, The Supplier hereby expressly waives his / her moral rights under the intellectual property rights for now and for then worldwide, such as Article 25 of the Dutch Copyright Act 1912 and similar provisions in foreign laws and regulations, as well as in treaties; and
insofar as the intellectual property rights are not subject to transfer, The Supplier hereby grants Batchforce the free, worldwide, perpetual, transferable and exclusive right to use the intellectual property rights or the Achievements.
The transfer and use of intellectual property rights and Achievements also includes any current, future, foreseeable and unforeseeable manner of reproduction, disclosure and (other) use of the Achievements.
The Supplier declares that the payments received by him under this agreement for his activities can also be regarded as fair remuneration for the aforementioned transfer(s) and use of the intellectual property rights.
The Supplier guarantees that the intellectual property rights to be transferred are unencumbered and that no rights of third parties rest on the intellectual property rights. The Supplier also guarantees Batchforce the undisputed use of the intellectual property rights and the Achievements.
15. RELATIONSHIP CLAUSE
The Supplier is prohibited without the prior written consent of Batchforce during and for five (5) years after the end of this Agreement for or at Batchforce (s) and / or one or more affiliated companies for which he has fulfilled assignments under the Agreement, to operate directly or indirectly, in any way whatsoever, whether for payment or for no consideration, or employees or other persons of ( a) company(s) in which The Supplier has direct or indirect control and / or a financial interest to operate directly or indirectly for these (legal) persons.
During the term of this agreement, as well as for ten (10) years after its termination, The Supplier does not undertake any employees of Batchforce for whom it is in the context of the contract has fulfilled assignments, to employ, or otherwise, in any form whatsoever, to put to work or to induce them to terminate their employment, either against payment or for no consideration, for the benefit of activities directly or indirectly for The Supplier.
The Supplier is prohibited from stipulating and / or accepting rewards, commissions and the like arising from or in connection with the assignment from anyone other than Batchforce, without the prior written consent of Batchforce.
If The Supplier violates and / or does not comply with the provisions of the previous paragraphs of this article, he will forfeit an immediately payable fine to Batchforce in the amount of € 10000 for each violation, as well as an amount of € 500 for each day - regardless of whether work is usually done on this or not - that the violation / non-compliance continues. The penalty will be due by the mere fact of violation or non-compliance, but is without prejudice to the right of Batchforce to demand compliance with this agreement and without prejudice to the right of Batchforce to claim full compensation, including consequential damage, including compensation for damage claims submitted to Batchforce by third parties.
16. INDEMNIFICATION
You will indemnify, defend, and hold harmless Batchforce, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Batchforce Parties”) against any and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands, penalties, forfeitures, suits and judgments, which Batchforce Parties may hereafter incur, become responsible for or pay, as a result of Your breach or other violation of this Agreement, including without limitation; Your negligent or willful acts, errors or omissions; or any death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith. Batchforce reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Batchforce in asserting any available defenses. You agree that the provisions in this section will survive any termination of Your Account, this Agreement or Your access to Batchforce Assets. You agree that the provisions in this section will survive any termination of Your Account, this Agreement or Your access to Batchforce Assets.
17. LIMITATION OF LIABILITY
The parties understand and agree that in no event shall Batchforce be liable for any loss of profits, revenue or data, indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with Batchforce Assets, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, or personal or property damage or emotional distress, whether or not Batchforce has been advised of the possibility of such damages, arising out of or in connection with this agreement.
Excluding your indemnification obligations, under no circumstances will Batchforce Parties be liable to you for more than the amount received by Batchforce Parties as a result of your use of Batchforce Assets in the six month period immediately preceding the event(s) giving rise to liability hereunder.
18. "AS IS" AND "AS AVAILABLE" DISCLAIMER
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied:
as to the operation or availability of the Service, or the information, content, and materials or products included thereon;
that the Service will be uninterrupted or error-free;
as to the accuracy, reliability, or currency of any information or content provided through the Service;
or that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
19. DISPUTES RESOLUTION
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
Batchforce is entitled to offset any debts it owes to the Supplier against:
claims that the Supplier has against Batchforce;
claims that companies affiliated to Batchforce have against the Supplier;
claims against companies affiliated to the Supplier.
If the Supplier does not fulfill its obligations, Batcfhroce may suspend its payment obligations until the Supplier has fulfilled its obligations.
Dutch law applies.
The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation that may be excluded.
The Dutch civil court with jurisdiction in the Client’s place of business is authorized to take cognisance of any disputes. The Client may deviate from this rule governing jurisdiction and rely on the statutory rules governing jurisdiction instead.
20. SEVERABILITY AND WAIVER
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
This Agreement is the final, complete and exclusive agreement of the parties and supersedes and merges all prior discussions between the parties. Unless otherwise specifically agreed to by the parties, in the event of any conflict between the terms of this Agreement, the Terms of Service, or any Purchase Order.
21. CHANGES TO THESE TERMS OF SERVICE
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
22. CONTACT US
If you have any questions about this Agreement, You can contact us:
By visiting this page on our website: www.batchforce.com
By sending us an email:
[email protected]
By post: BATCHFORCE, Kloosterweg 1, 6412 CN HEERLEN, The Netherlands
