General Terms and Conditions of Purchase Qbuzz

1. In this article, delivery is understood as full delivery. Partial deliveries are only permitted with the express written approval of QBUZZ.
2. The delivery must take place at the agreed delivery address and at the agreed time/schedule and in accordance with the applicable Incoterms (2020) Delivery Duty Paid (DDP). This means that the risk and costs of transport (including any export documentation), storage, packaging, loss, destruction or damage to the Goods remain with the Counterparty until the goods are actually delivered to QBUZZ and accepted in writing by QBUZZ. The signing of work sheets and/or receipt confirmations do not constitute acceptance by QBUZZ. QBUZZ has the right to use the delivery for acceptance purposes as well.
3. The Counterparty shall promptly notify QBUZZ in writing as soon as it knows or suspects that it will not be able to meet the agreed delivery time. If the deadline is missed, the Counterparty is automatically in default without any further notice of default. In case of default, QBUZZ reserves all rights available to it under the Contract and the law. The Counterparty and QBUZZ shall consult on how to address the arising situation, provided that the final decision-making authority remains with QBUZZ.
4. In the event of exceeding the agreed delivery time by more than thirty (30) calendar days, QBUZZ is entitled to terminate the Contract immediately. Additionally, QBUZZ has the right to recover all costs, including internal costs, that it reasonably incurs to obtain replacement Goods and/or Services from the Counterparty. The above does not affect the obligation of the Counterparty to compensate for any damage suffered and to be suffered by QBUZZ as a result.
5. The Goods must be properly packed, protected against weather and other influences, clearly marked with a marking and label specified by QBUZZ, and can be transported, loaded, and unloaded in a normal and safe manner and in accordance with any additional instructions from QBUZZ.
6. The Counterparty is liable for all direct and indirect damages caused by or related to the fact that the packaging does not comply with the provisions of paragraph 5.
7. Inspection, testing, control, and/or verification of Goods in accordance with the provisions of article 10 do not constitute delivery, receipt, or transfer of risk.
8. Ownership of and the risk for the Goods to be delivered transfer at the moment of delivery, as soon as the Goods have been received at the agreed delivery place by QBUZZ and signed for acceptance by an authorised employee, without prejudice to the provisions of article 10, paragraph 6. QBUZZ never accepts a retention of title or other restriction on the goods.
9. Contrary to what is stated in paragraph 8, ownership of the Goods to be delivered transfers at the moment of full payment for those Goods. The Counterparty shall then mark the relevant Goods as the property of QBUZZ and shall indemnify QBUZZ against loss, damage, and enforcement of rights by third parties.
10. The Counterparty shall deliver parts of Goods for a period equal to the duration that the Goods are in use by QBUZZ, up to a maximum of fifteen (15) years. If parts are at risk of becoming unavailable, QBUZZ has the option to place a final purchase order.
11. The Counterparty shall deliver all necessary certificates, data, manuals, and/or technical information as part of the Goods and shall also provide these digitally upon first request from QBUZZ.
12. When carrying out the work, the Counterparty shall ensure that it has the necessary tools. The Counterparty shall ensure that the tools are of good quality and meet legal requirements.

1. All agreed prices are in euros, fixed and binding, and exclusive of the applicable turnover tax.
2. Unless otherwise agreed in writing, the prices include costs of transportation, clearance, insurance, and packaging, and are in accordance with the Incoterm (2020) Delivery Duty Paid (DDP) at the location, as agreed in the Contract.
3. If prices are based on a cost-plus basis, the specific conditions regarding the price of these works will be laid down in the Contract.
4. If, during the period between the date of the quotation or offer and the date of delivery, the cost prices increase or, in the case of deadlines, the cost price increases during those periods, the Counterparty is not entitled to pass on this increase to QBUZZ or to adjust the prices accordingly.

1. The Counterparty shall keep all information confidential even after the termination of the Assignment, which they have learned from or about QBUZZ, whether directly or indirectly, and which is known to be confidential or whose confidentiality they ought reasonably to recognise.
2. The Counterparty is obliged to record the same confidentiality in writing with any third parties involved in the execution of the Assignment.
3. Without prior written consent from QBUZZ, the Counterparty is not permitted to use the QBUZZ logo, give any form of publicity to the execution of the Assignment, nor to establish, directly or indirectly, contact with QBUZZ's client(s).
4. The Counterparty is not allowed to reproduce or disclose to third parties documents related to the Assignment, such as drawings, diagrams, etc., unless with written permission from QBUZZ.
5. The Counterparty is not permitted to use Goods and/or Services created through joint development by QBUZZ and the Counterparty for third parties without written approval from QBUZZ.

1. QBUZZ shall own all (intellectual) property rights in (i) the Goods or methods designed and/or manufactured for or on behalf of QBUZZ, (ii) the results of Services, and (iii) the drawings, texts, models, manuals, samples, tools, calculations, software, moulds, templates, and other documents and data carriers (together the "Support Items") specifically created or used by QBUZZ or Party for QBUZZ. These rights are transferred from Party to QBUZZ under these General Terms and Conditions, and such transfer is accepted in advance by QBUZZ upon their creation. Party shall deliver the Support Items to QBUZZ without any claim for compensation. Party shall use the said Goods, methods, and Support Items solely for the execution of the Contract with QBUZZ and shall not make copies or duplicates, disclose, make available to third parties, or otherwise provide them for use in any other way.
2. Party shall indemnify QBUZZ against all consequences of claims by third parties for infringement of their rights (by intellectual property) concerning the Goods and/or Services supplied. This indemnity also covers all damages and costs (including reasonable legal assistance costs) incurred or caused by QBUZZ in connection with such a claim.

1. This AIV and the Assignment, as well as the conclusion and interpretation thereof, are governed exclusively by Dutch law. The Vienna Convention on the International Sale of Goods is not applicable.
2. All disputes (including those which are only considered as such by one of the Parties) that may arise from this AIV or the Assignment between the Parties will - unless the law provides otherwise - be settled by the Court of Midden-Nederland, Utrecht jurisdiction.
3. If one or more of the conditions in this AIV are unenforceable, the remaining provisions between the Parties shall remain in force. The Parties are obliged to replace the non-binding provisions with provisions that align with the purpose and intent of this Assignment or with the specific provision.

1. An Offer issued by the Other Party is irrevocable and valid for a minimum period of sixty (60) days. The costs of issuing an Offer are to be borne by the Other Party.
2. If a Contract results from and is in accordance with the Offer of the Other Party, the Contract is concluded at the moment QBUZZ sends the Contract to the Other Party, or through the signing of a Contract by both Parties.
3. In case of errors, inconsistencies and/or ambiguities in the Order or documents provided by QBUZZ, the Other Party is obliged to immediately inform QBUZZ in writing.
4. Oral or written commitments or agreements by or with employees of QBUZZ bind QBUZZ only and once they are confirmed in writing by an authorized signatory.
5. QBUZZ has the right to make changes and additions to the Offer of the Other Party. In that case, the Contract is concluded at the moment QBUZZ receives a new Offer from the Other Party, or at the moment the Other Party actually starts executing the Contract.
6. The Other Party is obliged to confirm the Contract in writing upon request from QBUZZ. The Other Party is then obliged to do so within 14 days unless otherwise agreed in writing.
7. The Other Party is required to promptly indicate in writing what relevant information and/or data it demands from QBUZZ regarding the execution of the Contract. If the Other Party does not comply with the provisions of this paragraph, it cannot invoke or defend itself based on the breach of the information obligation by QBUZZ.
8. In the case of framework or umbrella agreements, the Contract is concluded each time when QBUZZ sends the written order/call-off for a (partial) delivery within the framework of the framework or umbrella agreement.
9. If the Other Party performs or prepares to perform before a Contract has been concluded, that is entirely at its own risk and expense.
10. Drawings, specifications, models, instructions, inspection requirements and the like, provided or approved by QBUZZ for the execution of the Contract, regardless of how they are embodied, form part of the Contract unless otherwise agreed in writing.
11. Contracts can never be implicitly extended unless explicitly agreed in writing.
12. If QBUZZ has concluded a Contract wholly or partly to support the execution of a transport concession, any change to that transport concession, whether through acquisition, expansion, contraction, change or full termination, which has direct consequences for QBUZZ, gives QBUZZ the right to unilaterally adjust - starting from the moment that change occurs - the Contract, limit or scale down the ordered Goods and/or Services, or terminate the Contract entirely through written notice.

1. The Counterparty guarantees that the Goods and Services are supplied in accordance with the order and in compliance with procedures that meet ISO standards such as, but not limited to, ISO 9001 and ISO 14001, as well as other applicable quality standards and Qbuzz’s ESG sustainability policy.
2. Goods are new (unless agreed otherwise in writing), free of defects, suitable for the purpose for which they are intended, compliant with relevant legal requirements and government regulations, including art 7:17 BW, and are supplied in accordance with all legislation concerning safety, environment, and working conditions such as, but not limited to, REACH, RoHS, and Conflict Minerals.
3. The Counterparty complies with its legal obligations regarding the withholding and payment of income tax, social security contributions, and other levies. The Counterparty acknowledges that Qbuzz accepts no responsibility regarding health, liability, and pension rights concerning the Counterparty, its employees, and third parties engaged by it. The Counterparty indemnifies Qbuzz against all possible claims from tax authorities and/or other enforcement bodies, including any due interest and administrative fines, relating to the obligations mentioned in this article.
4. If the Counterparty is a staffing provider employed by Qbuzz, and personnel are leased through Qbuzz, the Counterparty indemnifies Qbuzz against all claims from the UWV or the tax authorities related to taxes and social insurance premiums in the broadest sense that are due from the performance of the work to be carried out as part of the assignment, both under the Chain Liability Act and the client liability. Qbuzz has the right to pay the aforementioned taxes and premiums on a blocked (G-) account of the Counterparty.
5. If the Counterparty is an independent contractor hired by Qbuzz, the Counterparty may only work for Qbuzz if both parties have signed a model agreement approved by both Qbuzz and the tax authorities.
6. The Counterparty shall maintain a warranty period of at least one year for the Goods and/or Services, commencing from the moment of acceptance of the Goods or after completion of the delivered Service. The expiry of the warranty period does not affect the rights that Qbuzz can derive from the law and the assignment. The warranty provided within this period will in any case include that the Counterparty will remedy any defect reported in writing by Qbuzz as soon as possible, at the expense of the Counterparty, including related costs. The provisions of the other sentences only apply if the Counterparty demonstrates that the defect is not attributable to him. If the Counterparty has modified, repaired, or replaced Goods or parts thereof under the warranty obligation referred to in this paragraph, the full warranty period shall restart for those Goods or parts.
7. The Counterparty guarantees Qbuzz that its personnel, as well as the personnel of the Counterparty, have sufficient expertise and professionalism during the term of the Assignment and possess up-to-date knowledge of their technical field to perform the assignment at a high standard. Upon first request of Qbuzz, the Counterparty shall provide a recent certificate of good conduct (VOG declaration) issued by the municipality for personnel deployed on location of Qbuzz.
8. The Counterparty guarantees Qbuzz that the work will be performed in compliance with all relevant legislation, derived decisions, and other regulations or requirements, including but not limited to, working conditions, quality, safety, environment, and health. The Counterparty shall conduct ongoing monitoring of emissions, waste streams, raw materials, energy, and other environmental aspects. 9 If the Goods contain a license, Qbuzz has a worldwide, irrevocable, perpetual, royalty-free right to use this license as an integral part of these Goods or for maintenance purposes of these Goods.10 The Counterparty shall adhere to Qbuzz’s Supplier Quality Assurance (SQA) process.

1. The counterparty is obliged to indemnify QBUZZ with respect to any claim from QBUZZ regarding the Goods and/or Services and/or the performance of the Agreement. Claims shall include, but not be limited to, claims for compensation of damages and costs due to a shortcoming and/or tort of the counterparty, their personnel or other persons engaged by the counterparty in the execution of the Agreement or resulting agreements, product liability, infringement of intellectual property rights, breach of privacy laws or regulations, or rights of data subjects under the GDPR resulting from privacy laws or regulations, claims on the grounds that the Goods and/or Services do not comply with applicable laws and regulations, and claims arising from or in connection with the nature or defects of the delivered Goods and/or Services or the fact that the delivered Goods and/or Services do not possess the characteristics that a third party may expect, etc.
2. Damages to be compensated as referred to in this article shall include all direct damages as well as consequential damages. In the context of compensable consequential damages, this shall in any case include damages resulting from the non-conforming Goods and/or Services causing damage that was not delivered in accordance with what was agreed, or what could reasonably be expected from the Services. Examples of compensable consequential damages include, but are not limited to, the costs of materials to remedy or limit the deficiency(ies) in the Goods and/or Services, the hours spent by QBUZZ or by third parties engaged by it at the rates applicable or due according to QBUZZ, and – in the case of processed Goods and/or other products – the restoration of the respective Goods to their original state.
3. The counterparty shall indemnify QBUZZ against all claims from third parties for compensation of damages as referred to in clause 2. In this clause, third parties shall also include QBUZZ's personnel and those working on behalf of QBUZZ.
4. The counterparty is obliged to adequately insure against their liability and risks as described in the preceding clauses.
5. Force majeure of the counterparty shall only be understood as what is generally understood as such under Dutch law. In no event can a plea of force majeure be made if the shortcoming is a result of a third party engaged by the counterparty for the Assignment, including but not limited to suppliers or transporters, in the event of strikes by their own staff and machine or production disruptions. The counterparty can only invoke force majeure if they inform QBUZZ in writing of such a plea as soon as possible but no later than five (5) working days after the occurrence of the force majeure, providing sufficient evidence.

QBUZZ : QBUZZ B.V., registered in Utrecht, with its office at Piet Mondriaanplein 31, 3812 GZ in Amersfoort.

Counterparty: the counterparty to QBUZZ named in the Agreement or Request for Quotation, including subcontractors or subsidiaries.

Parties: QBUZZ and the Counterparty.

AIV: the general purchase conditions of QBUZZ for Goods and Services outlined herein.

Request for Quotation: a request from QBUZZ for the delivery of Goods and/or performance of Services.

Agreement(s): all that has been agreed between QBUZZ and the Counterparty, including the relevant appendices, as well as any modifications or supplements thereto.

Goods: the goods and/or intellectual property rights to be supplied by the Counterparty to QBUZZ based on the Agreement, in the sense of Article 3:1 of the Dutch Civil Code.

Services: the activities to be performed by the Counterparty for a specific need of QBUZZ, excluding works or deliveries.

1. Unless otherwise agreed in writing, QBUZZ - in the event that the Contract concerns a fixed-term relationship - shall always have the authority to terminate the Contract (temporarily) with a notice period of three (3) months by means of a written notification to the other Party.
2. If the other Party breaches its obligations under the Contract or arising from other agreements resulting from it, by failing to perform, performing late, or failing to perform properly, the QBUZZ will formally notify the Party in default in writing and give it a reasonable period to remedy the obligations within the scope of the Contract. If the Party does not duly fulfil its obligations within the stipulated period and has repaired the Goods and/or Services, the Party will be in default. QBUZZ then has the right to unilaterally terminate the Contract in whole or in part without judicial intervention by means of a written notice to the other Party. In that case, QBUZZ is also entitled to suspend its payment obligations and/or to entrust the performance of the Contract wholly or partly to third parties, without prejudice to any further rights of QBUZZ, including the right to full compensation.
3. In the event that a circumstance referred to in paragraph 2 of this article occurs, all claims of QBUZZ against the other Party shall become immediately due in full, and statutory commercial interest (art. 6:119a in conjunction with art. 6:120 of the Dutch Civil Code) shall be payable from that moment or the earlier due date. The other Party shall also reimburse QBUZZ for extrajudicial costs in accordance with art. 6:96 paragraph 2 under c BW in conjunction with art. 6:96 paragraph 5 BW. QBUZZ shall also have the right to suspend, terminate, or dissolve all other Contracts with the other Party with immediate effect.
4. QBUZZ may terminate the Contract with immediate effect by means of a written notification, without being obliged to pay any damages to the Contractor, in case of bankruptcy application, (provisional) suspension of payments, application of WHOA (Reorganization for Large-scale Tax Debt Restructuring) procedure, or in the event of shut-down, liquidation, dissolution, suspension, takeover, or any similar condition of the other Party's enterprise, or if i) QBUZZ has a serious suspicion that the other Party will not be able to meet its (delivery) obligations towards QBUZZ or ii) there is a change in control due to the legal or economic transfer of (part of) the shares in the share capital of the other Party or iii) there is a change in management and/or board of the other Party (change of control).
5. In the event of termination or the end of a Contract, the other Party shall immediately return all confidential information provided by QBUZZ in connection with the execution of this Contract, including originals and copies. The confidentiality regarding the confidential information shall remain in effect even after the termination of the Contract.