10 Apr 2025<\/span><\/b><\/p>\nVersion v2504<\/b><\/p>\n
<\/p>\n
\n- Supply of products<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Batchforce wishes to have a reliable source of supply of products which mainly consist of CNC production parts (“Products”) in order for Batchforce to deliver to Batchforce’s customers.<\/span><\/li>\n
- Supplier is engaged in the sale and supply of the Products Batchforce may require from time to time.\u00a0<\/span><\/li>\n
- These terms and conditions apply to all negotiations and agreements between Batchforce and Supplier.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Purchase contract<\/b><\/li>\n<\/ul>\n
\n- \n
\n- An order between Batchforce and Supplier comes into effect when a purchase order is issued by Batchforce. The text of the purchase order is leading in determining the agreement between Parties.<\/span><\/li>\n
- Batchforce can send the purchase order per e-mail or via the Batchforce platform. Supplier is obliged to accept a purchase order.\u00a0<\/span><\/li>\n
- Batchforce is not obliged to place purchase orders. There is no minimum purchase amount and Supplier cannot derive any rights from (the amount of) past purchases.<\/span><\/li>\n
- Orders may be changed or cancelled at Batchforce’s request at any moment in time without payment of a financial compensation.\u00a0<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Platform<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Batchforce can, per sole decision of Batchforce, allow Supplier access to the Batchforce platform.\u00a0<\/span><\/li>\n
- If Supplier is granted access, Batchforce is entitled, at its sole discretion, to revoke this access at any time without cause. In such a case, Batchforce is not liable for any compensation to Supplier.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Products and prices<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier is required to include the prices of its Products on the platform. Prices as included in the platform by Supplier are binding.\u00a0<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
Price lists issued by Supplier are fixed for the products and\/or orders for which the price lists were issued.\u00a0<\/span><\/p>\n\n- Delivery<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Products will be delivered FCA (Incoterms 2020) to Batchforce.<\/span><\/li>\n
- In deviation of the FCA Incoterms 2020, Supplier is responsible for the delivery of the products, including transportation, customs clearance and unloading, to Batchforce. Delivery is carried out by Supplier in accordance with the method prescribed by Batchforce. Supplier may propose an alternative delivery method. Batchforce is not obliged to accept that method or to reimburse any additional costs of the method prescribed by it. Costs for transport, customs clearance, delivery etc. shall be borne by Supplier.<\/span><\/li>\n
- Risk of the Products transfers from Supplier to Batchforce at the moment the Products are delivered at Batchforce’s business location unloaded. Until that time Supplier bears the risk of the Products in terms of, inter alia, storage, loading, transport and unloading. Supplier is obliged to insure itself against these risks at its own expense.<\/span><\/li>\n
- Parties can agree in writing in deviation of article 5.2 that Batchforce is responsible for the transport of the Products. Supplier still bears the risk and responsibility of storage, loading and unloading of the Products as usual. Supplier must insure itself against these risks.\u00a0<\/span><\/li>\n
- If the Products are collected by or on behalf of Batchforce, the Supplier must provide assistance with the (un)loading free of charge.<\/span><\/li>\n
- Delivery times or execution periods are fatal. Time is of the essence.\u00a0<\/span><\/li>\n
- Supplier is liable for all damage suffered by Batchforce and\/or its customers as a result of exceeding the delivery time and\/or execution period. For every day of delay in the delivery time or execution period, Supplier will pay Batchforce an immediately due and payable penalty of \u20ac 500 per day with a maximum of \u20ac 50.000. This penalty can be claimed in addition to compensation of damages by virtue of the law and\/or performance of an order.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Supplier Obligations\u00a0<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier warrants the information on and specifications of the Products are correct.\u00a0<\/span><\/li>\n
- Supplier shall put all product<\/a> information regarding the Products in the platform or separate document (“Specifications”). Supplier is obliged to deliver the Products in accordance with the Specifications.<\/span><\/li>\n
- Supplier may change the Specifications or its Products assortment by providing at least three months’ prior written notice of the new Specifications or changed assortment on the platform. Only after this three-month period may Supplier implement the changes. During the three months notice period, Supplier is bound by the old Specifications and assortment and is obligated to fulfill any orders placed according to the old Specifications and assortment.<\/span><\/li>\n
- The Supplier is not entitled to engage any third parties to perform any part of its obligations under any order without the prior written consent of Batchforce. Any such consent, if granted, shall not relieve the Supplier of its responsibilities and obligations under any order.\u00a0<\/span><\/li>\n
- As soon as the Supplier knows or ought to know the order will not be executed, too late or not properly, it will immediately inform Batchforce.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Inspection, approval and rejection<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Batchforce at all times has the right to inspect and approve or disapprove the ordered or delivered Products. If Batchforce performs an inspection, Supplier is obliged to provide such facilities as can reasonably be required for Batchforce to conduct the inspection.<\/span><\/li>\n
- Batchforce is not obliged to inspect or approve the ordered or delivered Products.\u00a0<\/span><\/li>\n
- The costs of the inspection will be borne by Supplier if the Products are rejected by Batchforce.\u00a0<\/span><\/li>\n
- Inspection and\/or approval does not release the Supplier from any guarantee or liability.<\/span><\/li>\n
- If the Products delivered by Supplier do not comply with the order, Batchforce has the right to reject these. Receipt of the Products or payment thereof does not imply acceptance by Batchforce.<\/span><\/li>\n
- If Batchforce rejects the delivered Products, at the sole discretion of Batchforce Supplier is obliged to act as follows within a reasonable period and solely to the choice of Batchforce:<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\n- arrange for free repair, or;<\/span><\/li>\n
- arrange for free replacement of the Products, or;\u00a0<\/span><\/li>\n
- have the order carried out in accordance with the Agreement.<\/span><\/li>\n<\/ul>\n
\n- If Supplier fails to comply with this obligation within the set period or does not do so to the satisfaction of Batchforce, Batchforce is entitled to carry out Agreement or Order itself or have it done by a third party at Supplier’s expense.<\/span><\/li>\n<\/ol>\n
<\/p>\n
\n- Exclusivity<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier is not entitled to develop, sell or manufacture, directly or indirectly, during the term of this Agreement and during one (1) year thereafter, a product which competes with or is identical, similar or comparable to any of the Products, unless to the order or on behalf of Batchforce.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Payment terms<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier may invoice an Order at the time of delivery thereof and not earlier than the delivery date indicated on the PO.\u00a0\u00a0<\/span><\/li>\n
- Batchforce will pay the invoices by Supplier within sixty (60) days insofar as its customer paid for the Products. .\u00a0<\/span><\/li>\n
- If Parties agreed upon a partial delivery, partial payments will be made accordingly.\u00a0<\/span><\/li>\n
- Invoices must comply with applicable requirements, including Tax laws, in default whereof the invoices will not be accepted and\/or paid by Batchforce.\u00a0<\/span><\/li>\n
- Invoices must be submitted via email, as individual attachments, to <\/span>partnerinvoices@batchforce.com<\/span><\/a>.\u00a0\u00a0<\/span><\/li>\n
- The subject line of the email should contain the purchase order number.\u00a0<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Intellectual Property<\/b><\/li>\n<\/ul>\n
\n- \n
\n- All Specifications, designs, moulds, drawings, information, tools and equipment and other materials provided by Batchforce or which have been produced or bought by Supplier for the manufacturing of the Products and\/or the performance of the Agreement or any Order (the “Materials”), shall remain or become the property of Batchforce, irrespective of whether Supplier paid directly or indirectly for (part of) the Materials.<\/span><\/li>\n
- All Specifications, information, drawings, designs and inventions developed by Batchforce and\/or Batchforce and Supplier together under this Agreement and relating to the Products and all intellectual property and other rights therein, shall vest in Batchforce. Supplier herewith assigns or shall cause to assign to Batchforce all right, title and interest to any and all such items and shall do everything necessary to protect such rights and to protect Batchforce’s interest therein.<\/span><\/li>\n
- Supplier shall not have any right, title or interest in or to any of Batchforce’s patents, trademarks and\/or trade names, nor shall the purchase of Products, packaging containing such trademarks and\/or trade names give Supplier any right or title to these or similar trademarks or trade names. Supplier shall not use any patent, trademark, trade name or other indication in relation to the Products without Batchforce’s prior written approval and any use of any patent, trademark, trade name or other indication as authorized by Batchforce shall be strictly in accordance with the instructions and for the purposes specified by Batchforce.<\/span><\/li>\n
- The obligations under this article remain in full force after the termination or expiration of this Agreement.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Taxes<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier warrants to Batchforce that all applicable tax laws will be completely and correctly complied with. Supplier warrants that all contributions, wage tax and value added tax due by Supplier will be paid in time. On Battchforce’s first request Supplier shall provide Batchforce with copies of all applicable information pertaining to payment behaviour and payment of contributions and taxes.<\/span><\/li>\n
- Supplier indemnifies Batchforce for all claims resulting from non-compliance with this provision.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Term and termination<\/b><\/li>\n<\/ul>\n
\n- \n
\n- An Agreement has been entered into for an indefinite period of time, unless otherwise agreed between Parties. This Agreement may be terminated by either Party at any time by giving to the other Party at least three (3) months prior written notice. The rights and obligations of the Parties set forth in clauses 10 (intellectual property), 13 (warranty), 14 (liability), 15 (confidentiality) and 16 (non-competition), and any right or obligation in this Agreement which by its express terms or nature and context is intended to survive termination or expiration of this Agreement, shall survive any such termination or expiration.<\/span><\/li>\n
- Without prejudice to any other rights, Batchforce may terminate this Agreement and\/or an Order with immediate effect, and without any compensation being due to Supplier, if:<\/span>\n
\n- Supplier violates any of the clauses of this Agreement; or<\/span><\/li>\n
- Supplier for whatever reason is incapable of providing the Products under this Agreement.<\/span><\/li>\n<\/ol>\n<\/li>\n
- Without prejudice to any other rights, either Party shall be entitled to terminate this Agreement and\/or an Order forthwith and with immediate effect if the other Party:<\/span>\n
\n- applies for, consents to, or becomes subject to, the appointment of a receiver, manager or administrative receiver over any of its property or assets;<\/span><\/li>\n
- becomes unable, or admits in writing its inability, to pay its debts as they fall due;<\/span><\/li>\n
- makes any voluntary arrangement with its creditors or becomes subject to an administration order or an administrator is appointed or documents are filed at court for the appointment of an administrator of that other Party, or notice of intention to appoint an administrator is given by that other Party;<\/span><\/li>\n
- goes into liquidation or an order is made or a resolution is passed for the winding-up of that other Party; or<\/span><\/li>\n
- ceases or threatens to cease to carry on business.<\/span><\/li>\n<\/ol>\n<\/li>\n
- Without prejudice to any other rights, Batchforce shall be entitled to terminate this Agreement and\/or an Order forthwith and with immediate effect:<\/span>\n
\n- if control of Supplier changes;<\/span><\/li>\n
- if Supplier is in default with regard to any obligation under this Agreement and\/or an Order more than three (3) times within four (4) consecutive months.<\/span><\/li>\n<\/ol>\n<\/li>\n
- The Parties waive their rights to claim compensation by reason of the expiration or termination of this Agreement and\/or an Order, except where such claims are based on a breach of this Agreement and\/or Order by the other Party.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Warranty<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier warrants for a period of one (1) year from the date of delivery of the Products that the Products are produced and delivered pursuant to this Agreement, the Order, the Specifications and any additionally given instructions by Batchforce and is free from defects.\u00a0<\/span><\/li>\n
- Should Batchforce have agreed upon a different warranty with any of its customers, it will inform Supplier of such a different warranty in the Order. Supplier is obliged to issue the same warranty as Batchforce has agreed upon with its customer.<\/span><\/li>\n
- Should any Product fail to conform to the abovementioned warranty, Supplier will to the choice of Batchforce either repair the defect or provide Batchforce with a replacement free of charge within the reasonable period given to Supplier by notice of Batchforce.\u00a0<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Liability\u00a0<\/b><\/li>\n<\/ul>\n
\n- \n
\n- Supplier shall be liable for any and all damage resulting from defects in the Products including its Specifications.<\/span><\/li>\n
- Batchforce’s shall not be liable for any damages, direct or indirect, suffered by Supplier arising out of or in connection with this Agreement, unless in case of intent, gross negligence, death or injury.\u00a0<\/span><\/li>\n
- Batchforce shall in no way be liable for, and Supplier shall at all times indemnify Batchforce from and against any and all activities, claims and demands resulting from a default under this Agreement or any Order by or attributable to Supplier or its staff, or arising from Supplier’s activities whether occasioned by a breach of contract, negligence or by any cause whatsoever.\u00a0<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Confidentiality<\/b><\/li>\n<\/ul>\n
\n- \n
\n- The Parties agree that the terms and conditions of this Agreement, as well as the content of all previous discussions and documents exchanged concerning the subject and\/or the performance of this Agreement, shall be confidential and neither they nor their successors, assigns, attorneys or agents shall disclose this Agreement, parts of it or secret information contained in it to any person or entity except as required by applicable rules of civil procedure or as ordered by a court or other authority of competent jurisdiction.<\/span><\/li>\n
- The Parties undertake to observe strict confidentiality about the know-how, designs, drawings, prototypes, marketing plans, ideas and other confidential business information of the other Party of which it takes cognizance (“Confidential Information”).<\/span><\/li>\n
- Confidential Information does not include information of which a Party can show that (a) it was in its possession before it was disclosed to it; (b) it is public knowledge; (c) it has been obtained lawfully by it from a third party, without infringing this Agreement or (d) it has been developed independently by it without direct or indirect use of Confidential Information.<\/span><\/li>\n
- The Parties shall not in any way bring Confidential Information to the knowledge of third parties, unless the prior written approval of the other Party has been obtained. The definition of third parties also includes the employees and assistants of a Party who do not necessarily need to use Confidential Information. The Parties shall impose the same obligation of confidentiality on employees and assistants who obtain or may obtain access to Confidential Information.<\/span><\/li>\n
- The Parties shall use Confidential Information exclusively for the purposes of this Agreement.<\/span><\/li>\n
- The obligations under this provision remain in full force after the termination or expiration of this Agreement.<\/span><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Non-competition<\/b><\/li>\n<\/ul>\n
\n- \n
\n