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General Terms and Conditions of Purchase Qbuzz

Read the General Terms and Conditions of Purchase below or download using the button below. Latest version: January 2025

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Article 1

Definitions

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.

Article 2

Accessibility

  1. These AIV are applicable to the Quotation, Contract and order concerning the delivery of Goods and/or Services.
  2. In the event of any conflict between the AIV and the Contract, the provisions in the Contract shall take precedence over the AIV.
  3. The Counterparty who has previously entered into Contract(s) with QBUZZ is deemed to have tacitly agreed to the applicability of the AIV to subsequent Contract(s) with QBUZZ.
  4. The applicability of the general terms and conditions of the Counterparty, under whatever name or at whatever time, is explicitly excluded.
  5. Deviations from these AIV can only occur if Parties have agreed to this in writing.6 If any provision of these AIV is null, void or otherwise enforceable, then

Article 3

Formation of the Contract

  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.

Article 4

Additional and less work

  1. QBUZZ has the right, prior to or during the performance of the Contract – in consultation with the Counterparty - to make changes to the agreed specifications based on new developments or insights, or to request changes in the quantities of Goods and/or Services after implementation, as far as this is reasonable in the given circumstances.
  2. The Counterparty declares, insofar as it is able to do so, to be willing in advance to perform the modified Contract under the same conditions.
  3. If, as a result of a change to the Contract, the performances to be carried out by the Counterparty are demonstrably increased in scope or extended, this constitutes additional work for which the Counterparty is entitled to an extra fee. This fee will be determined based on the same bases used to establish the originally agreed fee. Work that was foreseeable by the Counterparty when entering into the Contract is not considered additional work. If the Counterparty believes it is entitled to compensation for additional work, it shall only commence such work after (i) issuing a Quote regarding the scope of the expected additional work and the costs associated with it for QBUZZ, and (ii) receiving the Contract from QBUZZ for the execution of the additional work.
  4. If, as a result of a change to the Contract, the performances to be carried out by the Counterparty are demonstrably reduced, this constitutes less work. Qbuzz will determine the amount of less work based on the same bases used to establish the originally agreed fee.
  5. In mutual agreement, in the case of additional or less work, the delivery date of the Goods or the duration of the Services will be reset.

Article 5

Delivery (term), packaging, transfer of ownership, and transportation

  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.

Article 6

ICT

  1. The Party shall, when performing the work, be responsible for providing the necessary tools themselves. The Party shall ensure that the tools are of satisfactory quality and meet the legal requirements.
  2. The materials, drawings, models, instructions, specifications, software, tools, and other resources provided to the Party by QBUZZ or purchased or produced by the Party on behalf of QBUZZ, which have a supporting function in any way for the goods and/or services to be delivered, remain the property of QBUZZ, or become the property of QBUZZ at the moment of acquisition or production.
  3. The Party is obliged to label the tools mentioned in the previous paragraph as conspicuously belonging to QBUZZ, keep them in good condition, and insure them against all risks at their own expense, as long as the Party acts as a holder for QBUZZ regarding these tools.
  4. The manner of using the tools is entirely at the risk of the Party.
  5. The Party shall make the tools available to QBUZZ upon first request, but no later than at the time of delivery of the Goods to which the tools pertain.
  6. The Party may only use the tools for the purpose of and within the scope of delivering Goods or performing Services to QBUZZ, unless QBUZZ has given prior written consent to the contrary.
  7. Any modification to or deviation from the tools provided or approved by QBUZZ is only permitted after prior written approval from QBUZZ.

Article 7

Prices

  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.

Article 8

Invoicing, payment, and fines

  1. The invoicing shall take place to the specified billing address simultaneously with or immediately after the delivery of the Goods and/or Services, fully specified by quantity and type, mentioning the purchase order number and in accordance with QBUZZ's instructions. Failure to specify the invoice correctly, inaccurately, and/or insufficiently, as determined by QBUZZ, will result in the related payment not being due until a correct invoice is provided. Any resulting delay in payment shall be entirely at the expense and risk of the Counterparty.
  2. The invoice from the Counterparty must comply with the requirements of the Value Added Tax Act 1968.
  3. Payment, less any credit restrictions and provided that the Goods have been accepted by QBUZZ or Services have been rendered in accordance with the Assignment, shall take place within sixty (60) calendar days of receipt of the invoice unless otherwise required by law. Payment of the purchase price in no way relinquishes any rights.
  4. If payment is not made on time, the Counterparty shall send an initial reminder to QBUZZ. If no payment has been made within fourteen (14) days of the first reminder, the Counterparty may send a second reminder including a notice of default, in which QBUZZ is granted a reasonable period to fulfill its payment obligation.
  5. QBUZZ reserves the right to offset outstanding claims against the Counterparty with the payment. The Counterparty is not entitled to offset. Claims by the Counterparty shall expire after 12 months.
  6. If a dispute over an invoice arises, QBUZZ is entitled to suspend the payment or a part of the payment related to the dispute until the dispute is resolved. The parties shall resolve the dispute within a reasonable period. In the case of a dispute, the data from QBUZZ’s administration shall be decisive.
  7. The Counterparty accepts all fines imposed on QBUZZ by its clients due to attributable shortcomings or unlawful acts by the Counterparty as its own.
  8. If the Counterparty fails to deliver or does not deliver on time, he shall forfeit to QBUZZ an immediately payable fine equal to 0.1% per calendar day of the order value of the delayed Goods or Services, without prejudice to QBUZZ's right to full damages and without prejudice to the other rights owed to QBUZZ under these Terms, the law, and the Agreement.
  9. If the Counterparty fails to comply with one or more obligations regarding confidentiality, as set out in article 11, privacy and processing of personal data, information security as set out in article 12, and governance & integrity policy as set out in article 18, he shall forfeit to QBUZZ a fine of €25,000 (say: twenty-five thousand euros), without prejudice to QBUZZ's right to full damages and without prejudice to the other rights owed to QBUZZ under these Terms, the law, and the Assignment.
  10. If the Counterparty fails to comply, not timely or properly, with one or more other obligations (other than those referred to in paragraphs 8 and 9) arising from the Assignment or these Terms, he shall forfeit to QBUZZ an immediately payable fine of €1,000 (say: one thousand euros) for each violation and for each day the violation persists, without prejudice to QBUZZ's right to full damages and without prejudice to the other rights owed to QBUZZ under these Terms, the law, and the Assignment.

Article 9

Quality, legislation and regulations, and warranty

  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.

Article 10

Certification, inspection, audit and checks

  1. Testing, inspection, control and/or audits by QBUZZ or its clients and/or appointed third parties may take place throughout the entire duration of the Assignment as well as prior to delivery and during or after delivery. The Counterparty grants access to the locations where the Goods are manufactured or stored, the Services are provided, as well as the (head) office of the Counterparty and cooperates with the inspections, controls, and/or audits desired by QBUZZ. This cooperation also includes providing, at the expense of the Counterparty, the necessary documentation and information to enable proper controls and/or audits to be carried out.
  2. QBUZZ, or a party engaged by QBUZZ, will inspect or examine the Goods and/or Services within a reasonable period after delivery or execution.
  3. If the inspection or examination referred to in paragraph 2 reveals that the outward condition of the Goods or the visible implementation or the external result of the Services is, in the preliminary opinion of QBUZZ, in accordance with the Assignment, QBUZZ will accept these Goods and/or Services.
  4. If QBUZZ rejects the Goods and/or Services, it may give the Counterparty the opportunity, upon first request, to remedy and/or restore the deficiencies and/or defects at the expense and risk of the Counterparty. Additional costs such as dismantling, transportation and reassembly will also be at the expense of the Counterparty.
  5. When remedying and/or restoring the Goods and/or Services as referred to in paragraph 4 of this article is deemed by QBUZZ to be impossible, or if the Counterparty does not comply with the request in paragraph 4 within the period set by QBUZZ, the Counterparty shall repay the amounts received from QBUZZ regarding the Goods and/or Services that have been rejected. In such cases, QBUZZ has the right to return the Goods at the expense of the Counterparty. Furthermore, QBUZZ has the right to recover all costs, including internal costs reasonably incurred, for obtaining replacement Goods and/or Services from the Counterparty. The foregoing does not affect the obligation of the Counterparty to compensate for damages suffered or incurred by QBUZZ.
  6. The acceptance or rejection by QBUZZ of the Goods and/or Services as specified in this article does not release the Counterparty from any obligation, warranty, or liability under this AI, the Assignment, or the law.
  7. Unless agreed otherwise in writing, the costs of inspections, controls, and/or audits are at the expense of the Counterparty. This also applies to re-inspections, re-examinations, and re-controls.

Article 11

Confidentiality

  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.

Article 12

Privacy and processing of personal data, information security

  1. Parties must conform to the current privacy and information security legislation and regulations, including the regulations for processing personal data under the General Data Protection Regulation (GDPR) and the obligation to report incidents and a duty of care (implementing security measures) under the Network and Information Systems Security Act (WBNI).
  2. The counterparty shall, upon first request from QBUZZ, enter into a separate processor agreement within the meaning of Article 28 GDPR with QBUZZ, which at least records the following safeguards in favour of QBUZZ.
  3. The counterparty declares to be familiar with QBUZZ's information security policy. Upon request, a copy of this can be obtained or consulted on the Qbuzz website and/or the supplier portal. The counterparty will strictly adhere to the instructions and guidelines set out in this information security policy, both regarding (the organisation of) its own activities in the context of the Assignment and regarding the Goods and/or Services to be delivered by the counterparty as part of the Assignment with QBUZZ. QBUZZ has the right to carry out an audit (see Article 10) in this regard.
  • The counterparty guarantees that appropriate technical and organisational security measures have been implemented for the processing of personal data, meeting the standards applicable to QBUZZ, including those standards that apply within public transport, including standards applicable to transactions processed via Trans Link Systems;
  • The counterparty guarantees that no processing of personal data will take place outside the European Economic Area;
  • Article 15 of this AIV applies mutatis mutandis to the processor agreement;
  • The counterparty ensures that persons who process personal data under their responsibility in the context of the activities performed for or on behalf of QBUZZ are bound by confidentiality regarding those personal data;
  • The counterparty will cooperate with an audit carried out by or on behalf of QBUZZ, in line with the arrangements as laid down in article 10 of this AIV;
  • The counterparty commits to immediately, but at the latest within 24 hours after discovering the breach, notify QBUZZ in writing of any information security incident and/or (potential) infringement concerning personal data (breach) as defined in Article 4(12) of the GDPR and provide all necessary assistance and information relating to the breach, including but not limited to, providing all information supplied by experts engaged by the counterparty concerning the breach and granting the necessary access, either physically or regarding computer systems, to QBUZZ or experts engaged by QBUZZ concerning the breach;
  • The counterparty commits not to engage sub-processors regarding the processing activities it performs for or on behalf of QBUZZ without prior written consent from QBUZZ;
  • If the counterparty engages a sub-processor, it shall impose obligations on this sub-processor through an agreement at least the same as those imposed on the counterparty via the processor agreement with QBUZZ. The counterparty shall be fully liable to QBUZZ for any damages caused by an act or omission of the sub-processor engaged by the counterparty.

Article 13

Intellectual property rights and other third-party rights

  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.

Article 14

Transfer of rights and obligations

  1. The Principal shall not be permitted to subcontract the performance of its obligations under the Contract, in whole or in part, to third parties without the prior written consent of QBUZZ. QBUZZ has the right to impose conditions on the consent.
  2. In cases of urgency, and if, after consulting the Principal, it can reasonably be assumed that the Principal will not or cannot fulfil its obligations under the Contract, the Principal is obliged at the request of QBUZZ to subcontract the performance of the Contract, in whole or in part, to third parties at the expense and risk of the Principal, without relieving the Principal of its obligations under the Contract. QBUZZ has the right to arrange for the performance of the Contract directly with third parties chosen by QBUZZ at the expense of the Principal.

Article 15

Liability

  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.

Article 16

Insurance

  1. The Counterparty must, based on the aforementioned provisions, take out insurances with a creditworthy insurance company, maintain this insurance, and pay the premium on time. Upon first written request from QBUZZ, the Counterparty shall provide the full policy(ies) and/or recent insurance certificate and/or proof of payment of the premium.
  2. The Counterparty shall also insure all Goods and/or Services supplied or to be supplied under the Agreement sufficiently against all damage, including damages resulting from incorrect or inadequate processing, which may be inflicted on the Goods and/or Services while the Counterparty has the Goods in its possession.
  3. Insurance by the Counterparty does not limit its liability nor does it constitute joint liability of QBUZZ.

Article 17

Termination

  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.

Article 18

Governance & Integrity Policy

  1. QBUZZ manages its relationships and activities, referring to the principles contained in three (3) documents namely the code of ethics, the anti-corruption policy, and the whistleblowing policy of the FS Italiane Group, as well as the additional policy and conduct rules established by Qbuzz.
  2. The counterparty has taken note of and complies with the above three (3) principles and documents, as well as the additional policy and conduct rules established by Qbuzz, which can be downloaded and printed from the Qbuzz website and/or the supplier portal or from which the counterparty can request a paper copy at any time from the purchasing department of Qbuzz.2. The counterparty declares that it acknowledges the commitments made through the aforementioned documents and undertakes to adhere to the principles and provisions contained therein, and to ensure that its subcontractors, sub-suppliers, third parties, and entire supply chain conform to principles that are at least equivalent.
  3. Any violation of one of the rules in the above principles and documents may be grounds for termination of the Contract, whereby QBUZZ is entitled, without prejudice to its other rights (including its right to damages), to terminate the Contract immediately and without prior notice or judicial intervention through a written communication to the counterparty.

Article 19

Applicable law and disputes

  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.