BATCHFORCE TERMS OF PURCHASE

LAST UPDATED ON 28 Aug 2024

This Terms of Purchase (the “Agreement”) are applicable on all offers, orders and services of Batchforce and is made between Batchforce, having its place of business at Kloosterweg 1, 6412 CN Heerlen, Limburg, The Netherlands (“Contractor” or “Batchforce”) and the entity or person placing the request for quotation, placing the order at Batchforce or using the Batchforce service (“Client” or “You” or “Your”).

1. ACKNOWLEDGMENT

1.1 Client acknowledges that the Contractor;

• operates an online platform and works mainly with 3rd party suppliers for the production of parts;
• provides an online platform to manage, upload and accept offers and orders online;
• provides an online order acceptance process that is legally binding under these terms of purchase;
• chooses production location, allocates suppliers and removes suppliers from production without notifying the Client;
• has individual manufacturing collaboration agreements, terms and conditions with suppliers;
• in most cases removes Client’s branding and identification from files and products provided by Client;
• does not provide access to Suppliers connected to the Batchforce online platform.

1.2 In the event of any conflict between the substance of the agreement concluded between the Contractor and the Client and these Terms of Purchase, the provisions of the agreement will prevail.

1.3 All terms and conditions, of whatever nature and however stated or described, which the Client applies and/or to which the Client refers, are not applicable and are hereby expressly rejected by the Contractor. Deviations from this Agreement are valid only if agreed in writing between the Contractor and the Client.

1.4 Any terms that have not been expressly recorded in writing shall be deemed to have been concluded by the commencement of performance by the Client. Any Agreement, whether or not it is expressly set forth in writing, is always subject to these present Agreement. They are an integral part of each Agreement and apply to all subsequent contracts arising out of or in connection with any such Agreement, and to all orders, quotations, offers, letters of intent, confirmations, and other documents and acts made and/or performed in preparation for, prior to, and/or in connection with the Agreement or any order.

1.5 The Client must ensure that all licences, exemptions and other administrative decisions necessary to carry out the work are obtained in good time. The Client is required upon the Contractor’s first demand to send the Contractor a copy of the documents mentioned above.

2. OFFERS

2.1 All offers are without obligation.

2.2 If the Client provides the Contractor with data, drawings and the like, the Contractor may rely on their accuracy and completeness and will base its offer on the same.

2.3 The prices stated in the offer are based on delivery ex works, Contractor’s place of establishment, in accordance with the Incoterms 2010. Prices are exclusive of VAT, logistics costs and packaging costs unless otherwise stated.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Unless otherwise agreed in writing, the Contractor retains the copyright and all industrial property rights in the offers made by it and in the designs, pictures, drawings, models (including trial models), software and the like provided by it.

3.2 Any information that Client provides to the Contractor or any information related to the Client and/or its Order, such as Client 3D Content, images, photos, videos, text, or any other content submitted by the Client to the Contractor, is the exclusive intellectual property of the Client. The Contractor is hereby granted a non-exclusive, non-transferable, non-sublicensable, revocable limited licence to use.

3.3 The rights in the data referred to in paragraph 1 of this article will remain the property of the Contractor irrespective of whether the costs of their production have been charged to the Client. These data may not be copied, used or shown to third parties without the Contractor’s prior express written consent. The Client will owe the Contractor an immediately payable penalty of € 25000 for each breach of this provision. This penalty may be claimed in addition to damages pursuant to the law.

3.4 On the Contractor’s first demand, the Client must return the data provided to it as referred to in paragraph 1 of this Article within the time limit set by the Contractor. Upon breach of this provision, the Client will owe the Contractor an immediately payable penalty of € 1000 per day. This penalty may be claimed in addition to damages pursuant to the law.

4. ADVICE AND INFORMATION PROVIDED

4.1 The Client cannot derive any rights from advice or information it obtains from the Contractor if this does not relate to the assignment.

4.2 If the Client provides the Contractor with data, drawings and the like, the Contractor may rely on their accuracy and completeness in the performance of the agreement.

4.3 The Client indemnifies the Contractor from and against all liability to third parties relating to use of the advice, drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the Client.

5. DELIVERY AND PERFORMANCE PERIOD

5.1 The delivery period and/or performance period will be set by the Contractor on an approximate basis.

5.2 In setting the delivery period and/or performance period, the Contractor will assume that it will be able to perform the assignment under the conditions known to it at that time.

5.3 The delivery period and/or performance period will only commence once agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings and the like are in the Contractor’s possession, the agreed payment or instalment has been received and the necessary conditions for performance of the assignment have been satisfied.

6. TRANSFER OF RISK

6.1 Delivery will be made ex works, Contractor’s place of establishment, in accordance with the Incoterms 2010. The risk attached to the good passes to the Client at the time the Contractor makes the good available to the Client.

7. PRICE CHANGE

7.1 The Contractor may pass on to the Client any increase in costing factors occurring after conclusion of the agreement.

8. FORCE MAJEURE

8.1 The Contractor is entitled to suspend performance of its obligations if it is temporarily prevented from performing its contractual obligations to the Client due to force majeure.

9. CHANGES TO WORK

9.1 Changes to the work will in any event result in contract variations work if:

• the design, specifications or contract documents are changed;
• the information provided by the Client is not factually accurate;
• quantities diverge by more than 10% from the estimates.

10. COMPLETION OF THE WORK

10.1 The work is deemed to be completed in the following events:

• when the Client has approved the work;
• when the work is taken into commission by the Client. If the Client takes part of the work into commission, that part will be deemed to be completed;
• if the Contractor notifies the Client in writing that the work has been completed and the Client does not inform it in writing as to whether or not the work is approved within 30 days of such notification having been made;
• if the Client does not approve the work due to minor defects or missing parts that can be rectified or subsequently delivered within 30 days and that do not prevent the work from being taken into commission.

11. LIABILITY

11.1 In the event of an attributable failure, the Contractor is obliged to perform its contractual obligations as yet.

12. WARRANTY AND OTHER CLAIMS

12.1 Unless otherwise agreed in writing, the Contractor warrants the proper execution of the agreed performance for a period of six months after delivery/completion. In the event that a different warranty period is agreed, the other paragraphs of this article are also applicable.

13. OBLIGATION TO COMPLAIN

13.1 The Client can no longer invoke a defect in performance if it does not make a written complaint to the Contractor in respect thereof within fourteen days of the date it discovered, or should reasonably have discovered, the defect.

14. FAILURE TO TAKE DELIVERY OF GOODS

14.1 Upon expiry of the delivery period and/or performance period, the Client is obliged to take delivery of the good or goods forming the subject of the agreement.

15. PAYMENT

15.1 Payment will be made to an account to be designated by the Contractor:

• to the Contractor’s bank account stated on the invoice;
• via an online payment provider assigned by the Contractor.

16. SECURITY

16.1 Irrespective of the agreed payment conditions, upon the first demand of the Contractor the Client is obliged to provide such security for payment as the Contractor deems sufficient.

17. RELATIONSHIP CLAUSE

17.1 The Client is prohibited without the prior written consent of the Contractor during and for five (5) years after the end of this Agreement for or at the Contractor’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 Client has direct or indirect control and/or a financial interest to operate directly or indirectly for these (legal) persons.

18. TERMINATION OF THE AGREEMENT

18.1 If the Client wishes to terminate the agreement without the Contractor being in default, and the Contractor agrees to this, the agreement will be terminated by mutual consent. In that case, the Contractor is entitled to compensation for all financial loss, such as loss suffered, loss of profit and costs incurred.

19. APPLICABLE LAW AND COMPETENT COURT

19.1 Dutch law applies.

19.2 The Vienna Sales Convention (C.I.S.G.) does not apply, nor do any other international regulations the exclusion of which is permitted.

19.3 Disputes will be heard exclusively by the Dutch civil court with jurisdiction over the Contractor’s place of establishment, unless this is contrary to mandatory law. The Contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.