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Terms and conditions of delivery

All our quotations, all orders placed with us and all contracts concluded with us are subject to the METAALUNIE CONDITIONS, filed with the registrar of the District Court of Rotterdam, as stipulated in the latest text lodged with the said court. These conditions of delivery and payment will be sent to you upon request.


Our prices are:

  • Valid for orders from 01-04-2025.
  • Payment within 30 days net.
  • Ex-warehouse FlexiForce B.V. NL, FlexiForce Kft. HU, FlexiForce Ibérica S.L or FlexiForce Italia.
  • Freight rates are available on request.
  • Including packaging.
  • Gross, excluding VAT.
  • Free of obligation and non-binding.
  • In Euro.

Prices on quotations and confirmed orders may change depending on raw material prices, exchange rate fluctuations, transportation costs and/or circumstances beyond our control

Orders with a value of less than 250 Euro can be charged with 15 Euro handling costs.

The validity of all our earlier price lists or information bulletins has been expired. This list can be subject to changes without prior notice. All rights are reserved.

Our terms and conditions of payment shall apply subject to receipt of approval from our credit insurance company. The product information and other data in this catalogue can be subject to changes without prior notice. All rights are reserved.

FlexiForce® aims towards 100 % accuracy of delivery in conformity with your order. This proves to be in practice, despite all our efforts, not always possible. We shall however correct any errors as promptly as possible in order to reduce inconvenience to you and your client to a minimum. Therefore we ask you to inform us as soon as possible about the error detected (with order number and if possible production week) and give us in consultation with you the opportunity to offer an appropriate solution.

When you submit a request to return goods, this will be of course possible. However, we will deduct a charge of 10% of the gross selling price and € 15.00 administration costs. We accept only return shipments that have been authorised by us beforehand. We accept moreover only those returned goods that are in good, saleable condition and those that have not been manufactured to your individual specification. When we learn that this is not the case the goods will not be credited or we shall return them to you at your expense.

FlexiForce® will only reimburse for costs incurred by third parties when we have given our explicit written consent beforehand. Finally FlexiForce® is not responsible for damage caused by transport. This is the responsibility of the carrier involved.

For information on opening hours, delivery times and the FlexiForce bank account numbers we are happy to refer you to our website www.flexiforce.com.

Export Control Clause for Direct Sale T&Cs in relation to End-Customers
You are as our customer not targeted under the sanctions or export controls of the UN, US, EU or any other relevant government, and you will not export or resell the FlexiForce products and systems to any such targeted person, or without any required export licenses and approvals.


General terms and conditions of sale FlexiForce

Article 1 – Definitions

  • "Customer" means FlexiForce's counterparty in quotations, offers, accepted orders, assignments, Agreements and negotiations entered into for the delivery of FlexiForce's Products;
  • "Day" means a calendar day
  • "FlexiForce": the limited liability company Flexi-Force B.V., incorporated under Dutch law, and the companies directly and indirectly affiliated to it;
  • "Framework Agreement": an agreement entered into between FlexiForce and the Customer in respect of the supply of Products by FlexiForce to the Customer, containing provisions expressly governing the individual Agreement;
  • "Agreement": all agreements, including Framework Agreements, individual (purchase) agreements, partial agreements, and orders, entered into between FlexiForce and the Customer, as well as all legal acts in connection therewith;
  • "Parties": FlexiForce and the Customer;
  • "Product": all products, goods and articles offered by FlexiForce, including but not limited to technical components for door systems and related accessories, in the broadest sense of the word, expressly including the Specials defined below;
  • "in Writing" means by post or by e-mail; expressly does not include by apps or text message (SMS);
  • "Specials": special Products, including Products customised for the Customer and / or Products specially manufactured for the Customer and / or assembled Products.;
  • "Conditions" means the most recent version of FlexiForce's present general terms and conditions of sale.

Article 2 – Applicability

  1. These Conditions shall apply to all requests, offers, quotations, accepted orders, assignments, order confirmations and/or to any Agreement concluded or to be concluded, as well as to all other legal relationships and negotiations entered into by FlexiForce, whether or not through the intermediary of an authorised representative, to the exclusion of other terms and conditions, unless FlexiForce has expressly stated in Writing that such other terms and conditions shall apply. The applicability of such other conditions shall then relate exclusively to the relevant Agreement. Deviations from these Conditions may only be agreed in Writing. A Customer who has purchased subject to these Conditions once shall be deemed to have tacitly agreed to the applicability of these Conditions to any subsequent orders placed or negotiations entered into by the Customer, regardless of whether such order has been confirmed in Writing.
  2. Before the Agreement is concluded, the text of these Conditions shall be made available to the Customer. If this is not reasonably possible, FlexiForce shall indicate before the Agreement is concluded in what way the Conditions may be inspected at FlexiForce's premises, and upon request of the Customer they shall be sent to Customer free of charge as soon as possible.
  3. If any of the provisions of the Agreement or these Conditions should be (partly) void or should be (partly) annulled, the Agreement and the Conditions will remain in full force in all other respects. The Parties will subsequently enter negotiations to agree on a new provision as replacement. This provision is, as far as possible, in conformity with the object and purport of the void or annulled provision. Such mandatory consultation may never lead to liability for damages on the part of FlexiForce.
  4. FlexiForce shall be entitled to amend these Conditions. In such event, the amended Conditions shall in the future apply to existing legal relationships and to any negotiations entered into, after FlexiForce has notified the Customer in Writing of the existence of such amended Conditions. The sending of the amended Conditions to Customer shall be sufficient for the purpose of acknowledgement and acceptance thereof.
  5. In the event of contradiction between the Dutch version of the Conditions and other language versions, or in the event of interpretation of the content and purport of the Conditions, only the Dutch version shall be decisive.
  6. These Conditions should always be interpreted in light of the Framework Agreement and the on-demand order and order confirmation, if available.
  7. Insofar as such an interpretation is not possible and contradictions occur between the text of these Conditions and the aforementioned Framework Agreement, the text of the Framework Agreement shall prevail at all times in the event of a contradiction existing between these Conditions and the Framework Agreement.
  8. Any delay, omission or negligence or leniency on the part of FlexiForce in enforcing any provision of the Agreement or the Conditions shall never be deemed a declaration of invalidity, nor shall it in any way prejudice FlexiForce's rights, nor can a waiver of rights be inferred from this. Waivers shall be valid only if expressly agreed in Writing.

Article 3 – Offers and Agreements

  1. All offers and quotations made by FlexiForce and the prices and other information provided by FlexiForce in this respect, in any form whatsoever, shall be entirely without engagement and shall not be binding on FlexiForce, irrespective of whether they include a term for acceptance.
  2. If a quotation made by FlexiForce is accepted, FlexiForce shall be entitled within two Days of receipt of the acceptance to revoke the quotation, without any liability for damages on the part of FlexiForce.
  3. The Agreement between FlexiForce and the Customer shall not be formed until FlexiForce has accepted or confirmed in Writing the order given to FlexiForce. Any communication by telephone or by means of an app or text message shall be binding on FlexiForce only if confirmed in Writing by FlexiForce. The confirmation made by FlexiForce shall be deemed to constitute an accurate and complete representation of the Agreement, unless the Customer gives FlexiForce express Written notice to the contrary within three Days from receiving the confirmation. In any event, the Agreement shall also be deemed to have been formed when FlexiForce takes over the execution of the order in connection with urgency. In such case the invoice sent to the Customer by FlexiForce shall serve as confirmation. In such case the Customer shall not have the opportunity to protest against such confirmation.
  4. Agreements may also be formed between FlexiForce and the Customer by the signing of an Agreement in Writing between the Parties.
  5. Promises, offers and arrangements made by the Customer with third parties engaged by FlexiForce, including expressly FlexiForce's employees, whether or not by telephone, app or text message, shall be binding on FlexiForce only if confirmed in Writing by FlexiForce itself.
  6. FlexiForce shall in no way be liable and shall not be under any obligation whatsoever if the supplied items deviate in any way from the images, drawings, technical specifications and all other data made available to the Customer before, during or after conclusion of the Agreement. These shall only be approximate indications and FlexiForce shall not be bound by the data derived from them.
  7. FlexiForce reserves the right to make changes to the Products depicted in catalogues, brochures and other printed matter as well as on the website. This also includes the right to remove Products depicted from the range.
  8. The Customer hereby authorises FlexiForce to perform the Agreement in parts and to invoice the Customer separately for each partial delivery. Each partial delivery shall constitute a separate delivery within the meaning of these Conditions.
  9. The Customer shall ensure that all data which FlexiForce in its opinion needs for the adequate performance of the Agreement, in the form desired by FlexiForce, are provided to FlexiForce in due time. The Customer guarantees the accuracy, completeness and reliability of the details supplied to FlexiForce by or on behalf of the Customer, and FlexiForce shall not be obliged to perform or continue to perform the order until the Customer has provided all the details required by FlexiForce. If such data are not made available to FlexiForce, or are not made available on time, in full, or in accordance with the arrangements, FlexiForce shall be entitled to charge the Customer the resulting costs in accordance with FlexiForce's usual rates and to suspend its obligation to deliver.
  10. The Customer shall ensure that the required administrative permits are available in due time. FlexiForce shall be entitled to suspend delivery until the moment when the Customer has fulfilled the obligations referred to in this paragraph.
  11. Changes and additions to concluded Agreements shall be effective only if expressly agreed in Writing by FlexiForce and the Customer. After acceptance of the order, changes indicated in Writing by the Customer in clear wording and/or descriptions shall be implemented by FlexiForce only if confirmed in Writing by FlexiForce. If FlexiForce decides at its sole discretion not to accept the indicated changes, the Customer shall never be entitled to terminate or rescind the Agreement in whole or in part and the Customer shall remain fully liable for performance. Changes to an order already accepted by FlexiForce may lead to a change in the originally agreed delivery period. FlexiForce shall be entitled to charge the Customer for additional work resulting from the changed order, carried out on the Customer's instructions or because, in FlexiForce's opinion, this is strictly necessary.
  12. All advice, calculations, statements and quotations provided by FlexiForce in respect of capacities, results and/or expected performance of Products to be supplied by FlexiForce shall be entirely non-binding, without any obligation on the part of FlexiForce and shall be provided only as non-binding information.

Article 4 - Price and payment

  1. All prices are in Euro (€), exclusive of VAT and exclusive of all costs, among which explicitly but not solely shipping costs, transport costs, transport insurance, administration costs, excise duties, levies, loading and unloading costs, import duties, licences, user rights, handling costs and standard packaging costs, unless explicitly agreed otherwise in Writing. If, after the order confirmation has been sent or the Agreement has been concluded, but before delivery, one or more of the price-determining cost price factors such as purchase prices of goods, prices of materials or parts, labour costs, taxes, exchange rate costs, social or government charges, packaging costs, insurance premiums and the like increase, FlexiForce shall be entitled to adjust the selling prices accordingly. FlexiForce shall inform the Customer of the price adjustment as soon as possible. If the price increase amounts to more than 20% of the original price, the Customer shall be entitled to terminate or rescind the Agreement seven Days after such notification by means of communication in Writing to FlexiForce, unless, given the circumstances of the case, this is manifestly unreasonable. A termination or rescission pursuant to this paragraph shall not give the Customer any right to compensation. In the event of termination or rescission as referred to in the previous sentence, FlexiForce shall be entitled to compensation if the Agreement has already been partly performed. FlexiForce shall be entitled to index the prices and rates of its Products annually. FlexiForce shall notify the Customer as soon as possible of the indexation applied. The Customer shall not be entitled to terminate or rescind the Agreement on the basis of such indexation.
  2. FlexiForce shall at all times be entitled to determine that certain Products are to be supplied only as from a minimum quantity.
  3. The Customer may not derive any rights from bonuses or discounts given by FlexiForce in the past.
  4. Payment shall be made to FlexiForce's bank account within thirty (30) Days of the invoice date, unless expressly agreed otherwise in Writing. The Customer shall not be entitled to suspend any payment or to apply a discount or set off amounts due, unless expressly agreed otherwise in Writing.
  5. All payments made by the Customer, however made, shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal amount of unpaid invoices, unless explicitly agreed otherwise in Writing.
  6. FlexiForce shall at all times be entitled to require, at FlexiForce's sole discretion, sufficient advance payment or security for the fulfilment of the Customer's payment obligations before delivering (or continuing with the delivery). FlexiForce shall in such case be entitled to suspend further deliveries if the Customer does not comply with this requirement, also when a fixed delivery time has been agreed, all this without prejudice to FlexiForce's right to claim damages for late performance or non-performance of the Agreement. If the Customer fails to comply with this request, the Customer shall be in default by operation of law.
  7. If the Customer fails to pay within the agreed fixed term, he shall automatically be in default and shall owe FlexiForce interest equal to the statutory commercial interest as provided for in section 6:119a of the Netherlands Civil Code.
  8. FlexiForce shall be entitled to immediately pass on the claim in respect of an unpaid invoice for collection. The Customer in default shall pay FlexiForce in full the costs of extrajudicial collection. The extrajudicial collection costs to be paid by the Customer shall be determined in accordance with the graduated scale laid down in article 2 of the Decree on the remuneration of extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
  9. If the Customer is in default or in the event of liquidation, (petition for) bankruptcy, admission of the Customer to statutory debt rescheduling pursuant to the Dutch Natural Persons Debt Rescheduling Act (Wet Schuldsanering Natuurlijke Personen), the Customer being placed under guardianship, seizure or (provisional) suspension of payments on the part of the Customer, all claims outstanding with FlexiForce shall as from that moment be immediately payable.

Article 5 - Delivery, transfer of risk and transport

  1. The agreed delivery period shall commence on the last of the following dates:

a. the Day of the conclusion of the Agreement (to be determined on the basis of FlexiForce's written confirmation);
b. the Day on which FlexiForce receives the data to be provided by or on behalf of the Customer and necessary for the performance of the delivery;
c. the Day on which FlexiForce receives the agreed payment (in advance or in part), as was to be paid upon entering into the Agreement.

2. Agreed delivery times shall never be regarded as fixed terms. In the event of late delivery, FlexiForce shall be given notice of default in Writing, while granting a reasonable term for performance. A reasonable term shall in any event be the term considered reasonable in the industrial sector.

3. In the unlikely event that a delivery cannot be made within the indicated term, FlexiForce shall not be liable for this. Failure to meet the agreed delivery date shall in no event entitle the Customer to non-performance or partial performance of any obligation entered into towards FlexiForce, expressly including payment obligations, nor shall the Customer be entitled to any compensation, except in the event of intent or gross negligence on the part of FlexiForce. This shall expressly not include failures on the part of FlexiForce's non-managerial staff.

4. A delivery period may be postponed at the request of the Customer only with FlexiForce's express consent in Writing, subject to the condition that the Customer shall pay the amount due to FlexiForce before the date initially agreed, and subject to the condition that the costs and losses involved in the postponement shall be fully for the account of the Customer, in which respect the cost estimate to be provided by FlexiForce to the Customer shall be binding on the Customer.

5. The moment the Products are made available to the Customer from the factory, warehouse or other storage place (factory in accordance with Incoterms, ex works) shall be the moment of delivery and the moment when the risk for the Products is transferred from FlexiForce to the Customer. This shall also apply if the Customer refuses to take delivery of the Products. FlexiForce may demand immediate payment. In such a case FlexiForce shall store the Products for the account and risk of the Customer until further notice.

6. Unless otherwise agreed in Writing, FlexiForce shall determine the mode and method of transport, without being liable for the choice. The shipping costs shall be paid by the Customer.

7. If the Customer fails to take delivery of the Products, FlexiForce shall be entitled to store the Products for the account and risk of the Customer. FlexiForce shall not make the Products available to the Customer until the additional costs for transport and storage have been paid in full by the Customer. If the Products have not been collected by the Customer within 30 Days after the original delivery, FlexiForce shall be entitled, after sending a reminder, to destroy the Products or to find another use for them. The Customer shall not be entitled to make any claim against FlexiForce. Any revenue from the reuse shall be passed on to the Customer after deduction of related costs, without prejudice to FlexiForce's right to claim the full agreed price.

Article 6 - Warranty

  1. FlexiForce warrants the quality of the Products it delivers and the materials used for them for a period of six months from the delivery date, provided that the Products are used in a normal, careful manner and in accordance with the instructions given by FlexiForce and the materials used for them, as well as for the purpose for which they have been manufactured. In any event, FlexiForce does never warrant more than the factory warranties given in this respect by its own suppliers. FlexiForce does not give any further warranty, nor Key Performance Indicators (KPI), unless expressly agreed in Writing.
  2. The warranty shall not include materials or parts of third parties, not supplied or to be supplied by FlexiForce, which are or are introduced by or on behalf of the Customer into, on or to Products supplied by FlexiForce, as well as any costs of third parties, expressly including repair costs, in connection with work carried out by third parties, unless FlexiForce has expressly agreed to such costs and the amount thereof in Writing.
  3. FlexiForce's warranty obligation shall expire if:

a. The Customer himself carries out alterations, repairs and/or replacements to the delivered Products, or has them carried out by third parties not designated by FlexiForce, unless agreed otherwise in Writing;
b. the Customer uses the Products delivered for purposes other than normal use;
c. the Customer uses, treats or maintains the delivered Products improperly, carelessly or incorrectly or fails to observe the maintenance schedules correctly;
d. defects have occurred due to carelessness, accident or normal wear and tear or are attributable to circumstances of a special nature, which FlexiForce could not reasonably be expected to have foreseen at the time of acceptance or execution, even with careful preparation and execution of the work;
e. defects have occurred due to defects in, or caused by, items that the Customer and/or third parties have connected with the Products supplied by FlexiForce;
f. the Customer places excessive wear on the Products delivered or exposes them to extreme conditions;
g. the Customer fails to perform any obligation of any nature towards FlexiForce pursuant to the Agreement.

4. The costs of tracing and repairing defects which, pursuant to this article, are not covered by FlexiForce's warranty, shall be charged to the Customer at the then current rates.
5. The rights derived by the Customer from this article, including the KPI, are not transferable.
6. If FlexiForce honours the Customer's invocation of the warranty FlexiForce shall be obliged only to carry out the replacement. More specifically, FlexiForce shall not have any further liability, and thus not be obliged, inter alia, to (re)payment of the purchase price, (additional) compensation, reimbursement of costs incurred, whether or not in connection with transport, fieldwork, research, service, dismantling, replacement, new installation, costs in respect of components, etc. In connection with ongoing technical development, FlexiForce reserves the right not to replace the Product covered by the warranty with exactly the same Product, but with a Product of comparable or better quality
7. As a steady line of conduct, FlexiForce may maintain a KPI policy, without the Customer being able to derive any rights from such policy, unless FlexiForce has expressly consented in Writing. FlexiForce's express consent in Writing with regard to KPI is at all times strictly personal, non-transferable and only concerns the concerned shipment or Product. FlexiForce is at all times entitled to modify its KPI policy without incurring any liability towards the Customer.

Article 7 - Suspension and termination / rescission

  1. The Customer shall be in default by operation of law and FlexiForce shall be entitled, without any judicial intervention, to suspend the performance of all or part of any Agreement concluded with the Customer or to terminate or rescind all or part of such Agreement by a notification to that effect in the following situations:

a. If the Customer fails to perform, fails to perform properly or fails to perform on time any obligation ensuing from the Agreement or from any other legal relationship with FlexiForce, including financial obligations;
b. If the Customer's assets are seized, or if a petition for bankruptcy is filed by the Customer or a third party;
c. In the event that the business of the Customer ceases to exist or is liquidated;
a. If, without FlexiForce's knowledge, the Customer makes any payment arrangements with creditors or fails to pay due claims of third parties after the expiry of the applicable payment term.
FlexiForce shall in such event not be required to pay any compensation or provide any warranty, all without prejudice to FlexiForce's other rights, including the right to repossess the Products delivered by FlexiForce that are subject to retention of title, and the right to full compensation.

2. The Customer shall also be deemed to be in default by operation of law without any further notice of default being required, and FlexiForce shall also be entitled to the aforementioned suspension and/or termination or rescission if FlexiForce may reasonably assume that any of the situations referred to in this article will occur in the short term and FlexiForce informs the Customer thereof in Writing.
3. In all cases referred to in this article, any claims FlexiForce has and/or acquires against the Customer shall be immediately due and payable.

Article 8 - Duty to complain

  1. The Customer is obliged to inspect the Products upon receipt. Amongst other things, the Customer shall check whether the Products comply with the quality and quantity as agreed between the Parties.
  2. The Customer shall notify FlexiForce in Writing of complaints concerning externally visible shortcomings within three Days after delivery.
  3. Complaints concerning externally invisible shortcomings shall be notified to FlexiForce in Writing within three Days after discovery, but no later than within two months after delivery by the Customer, failing which the Customer's rights in this respect shall expire.
  4. The Customer's rights in respect of defects shall likewise expire if all or part of the Products delivered have been damaged by the acts of the Customer or of third parties engaged by the Customer, or if the Products show defects as a result of use other than normal, or if, without FlexiForce's express consent in Writing, the Customer has attempted to remedy an alleged defect himself or to have it remedied by a third party, has processed the Products delivered, has supplied them to third parties for processing or has stored the Products delivered in an inappropriate way .
  5. Complaints concerning invoices sent by FlexiForce must be communicated to FlexiForce in Writing within seven Days after receipt of the Products, failing which the Customer's rights in this respect shall expire.
  6. Complaints concerning the quantity, volume and/or Products wrongly ordered by the Customer shall not be dealt with by FlexiForce.
  7. Any complaint as referred to in this Article must contain a clear description of the complaint in Writing.
  8. The Customer shall give FlexiForce the opportunity to investigate the justification of the complaint. FlexiForce may appoint an expert for this purpose, who will be able to give a binding ruling in appropriate cases. The costs of the expert shall be fully borne by the Customer if it appears that the complaint filed by the Customer is wholly or partially unfounded.
  9. Products considered by FlexiForce to be defective shall be replaced by FlexiForce, whereby FlexiForce shall be at liberty to refund the selling price without ever being obliged to compensate the Customer for any additional damage, to the exclusion of any other (additional) liability for damages.
  10. Products may be returned only with FlexiForce's consent in Writing, but at the expense and risk of the Customer, without this implying any acknowledgement of liability.

Article 9 - Retention of title

  1. FlexiForce shall retain ownership of all Products delivered until such time as all amounts owed by the Customer to FlexiForce in connection therewith have been paid in full.
  2. As long as full payment of the above-mentioned claims has not been made, the Customer shall not be authorised or entitled to bring beyond his actual control, dispose of or encumber the Products subject to FlexiForce's retention of title, other than in the customary course of his profession or business.
  3. As soon as the Customer fails to perform any obligation towards FlexiForce, FlexiForce shall be authorised and entitled, without any further notice of default being required, to repossess the Products. By accepting these Conditions the Customer authorises FlexiForce, now for then, to enter the place(s) where the Products are located, or to have them entered, with the aforementioned objective. The Customer shall surrender the Products on FlexiForce's first demand to FlexiForce or to a third party designated by FlexiForce in the event of a payment default and in the event of termination or rescission.
  4. The Customer shall keep the FlexiForce Products recognisable as such and separated.
  5. The Products retrieved pursuant to this article shall be credited to the Customer, provided that the Products are in good condition and/or are otherwise usable for FlexiForce, in accordance with the market value to be determined on the Day of retrieval, without prejudice to FlexiForce's right to set off against such credit any financial obligations towards FlexiForce incumbent on the Customer, including any damage suffered by FlexiForce and the costs of exercising the retention of title, interest and other costs, including but not limited to costs in connection with restocking.
  6. The Customer is obliged to insure the Products against the risks of fire, theft, storm and water damage. Payments made in respect of damage and loss to the Products shall take the place of the Products.
  7. The Customer shall not have any right of retention towards FlexiForce in respect of the goods supplied by FlexiForce, and the Customer hereby explicitly waives such right of retention.
  8. The Customer shall immediately inform FlexiForce of any attachment, seizure or any other threat, impairment, reduction or obstruction of FlexiForce's property rights by third parties, and the Customer shall make every effort to protect FlexiForce's rights.

Article 10 – Cancellation

  1. If the Customer wishes to cancel all or part of his order, this shall require FlexiForce's express consent in Writing. If FlexiForce agrees to the cancellation, the Customer shall reimburse FlexiForce for all costs incurred in connection with the execution of the order, increased by a compensation amounting to 10% of the agreed price. All this without prejudice to FlexiForce's right to compensation of all damage caused by the cancellation. FlexiForce shall never agree to the cancellation of an order concerning Specials.
  2. If the Parties expressly agree, in Writing, that a shipment delivered by FlexiForce and accepted by the Customer shall be taken back by FlexiForce, FlexiForce shall refund no more than 90% of the sales price, after deduction of costs and loss of profit incurred, without the Customer being able to derive any right from such refund, as the decision to do so is reserved exclusively to FlexiForce's sole discretion. FlexiForce shall never agree to take back an accepted shipment of Specials and to refund the sales price concerned or a part thereof.
  3. As a steady of line of conduct, FlexiForce may maintain a return policy -never involving any Specials- without the Customer being able to derive any rights from such policy unless FlexiForce has expressly consented in Writing. FlexiForce's express consent in Writing is at all times strictly personal, non-transferable and only concerns the concerned shipment or part thereof. FlexiForce is at all times entitled to modify its return policy without incurring any liability towards the Customer.

Article 11 – Liability

  1. In the event of proven attributable non-performance or unlawful act on the part of FlexiForce, FlexiForce shall only be obliged to pay compensation amounting to a maximum of the amount of the invoice value, excluding VAT, of the Products or Services supplied by FlexiForce in connection with which the damage has been caused. FlexiForce shall not be liable to pay any damage if, at the time of the occurrence referred to above, the Customer is in breach of any obligation owed to FlexiForce.
  2. FlexiForce may be held liable only for direct loss. Any liability on the part of FlexiForce for trading loss, loss of profit, downtimes and production loss, consequential loss, reputational loss or other indirect loss, including the full extrajudicial collection costs as well as judicial costs, suffered by the Customer and/or third parties, for whatever reason, shall be entirely excluded.
  3. Should the limitation of liability in this article be invalidated for any reason, FlexiForce's liability shall be limited to the amount actually paid out by the insurer in the case concerned.
  4. FlexiForce shall never be liable for damage, of any nature whatsoever, caused by gross negligence, intent or omission on the part of FlexiForce's non-managerial staff.
  5. The Customer shall indemnify FlexiForce against any claims from third parties for damage in connection with the reselling, delivery, or otherwise transferring under any title whatsoever or making available to a third party, whether or not free of charge and whether or not in use, of Products supplied by FlexiForce to the Customer.
  6. The indemnification referred to in the preceding paragraph shall include the fact that the Customer shall owe FlexiForce all costs of legal and other assistance incurred by FlexiForce in defending itself against a claim for damage.
  7. If FlexiForce decides to exercise any of the rights of suspension or cancellation or termination or rescission, based on the facts and circumstances known at that time, while afterwards it is shown beyond doubt that the exercise of such right was unjustified, FlexiForce shall not be liable and shall not be obliged to pay any compensation, except in the event of gross negligence or intent on the part of FlexiForce.
  8. The Customer shall carefully follow and implement the (safety) regulations, manuals and (operating, installation and disinfection) instructions and properly instruct its personnel. FlexiForce shall not be liable for any failure by the Customer or third parties to properly execute FlexiForce (safety) regulations, manuals and (operating, installation and disinfection) instructions or for the use of auxiliary means.
  9. The Customer shall ensure that the Products ordered and the accompanying packaging, manuals and other information meet the requirements set by the authorities of the place of destination. The same shall apply to any modification, alteration, improvement or change to the Products carried out by FlexiForce. The use of the Products in accordance with the requirements set by the local authorities is at the risk of the Customer.
  10. The Customer shall be fully responsible for all contextual factors, including but not limited to the typical characteristics of the location where the Products supplied by FlexiForce are used.
  11. All clauses in these Conditions are also stipulated for the benefit of persons employed by FlexiForce or third parties for whose acts or omissions FlexiForce may be liable, in particular in connection with the exclusion or limitation of FlexiForce's liability and indemnification of FlexiForce against claims from third parties.
  12. Unless otherwise expressly agreed in Writing, all legal claims of the Customer to which these Conditions give rise shall expire upon the expiry of a period of one year from the date of delivery.

Article 12 - Intellectual Property

  1. All rights of industrial or intellectual property in respect of FlexiForce Products or items developed, used or supplied by FlexiForce, computer programmes, designs, images, photographs, working methods, patterns, advice, models, drawings, prototypes, recipes, brands, printed matter brochures, websites, catalogues, reports, schedules, samples, estimates and the like shall become and remain FlexiForce's explicit and exclusive property, all this irrespective of the part played in the creation thereof by the Customer or by the third parties engaged by the Customer, including FlexiForce's own personnel. The exercise of these rights - including publication, transfer, reproduction, dissemination of data and use, all in the broadest sense of the word - shall be reserved, both during and after performance of the Agreement, expressly and exclusively to FlexiForce. At FlexiForce's first request, the said items, with the exception of the goods supplied, shall be returned to FlexiForce immediately.
  2. With regard to FlexiForce's intellectual property rights, the Customer - subject to the suspensive condition of full payment of its claim - shall never acquire more than a non-exclusive and non-transferable user's licence, and then only if and insofar as this is required for the proper performance of the Agreement and does not go beyond what is strictly necessary for the intended and agreed personal use.
  3. The Customer may not remove or alter any indication of intellectual property rights of FlexiForce or its licensors.
  4. FlexiForce shall be entitled to use the knowledge acquired by it in the performance of an Agreement and the intellectual property developed or refined in the process for other purposes, provided that no strictly confidential information of the Customer is brought to the attention of third parties in the process.
  5. The damage caused as a result of an infringement of any industrial, intellectual property right and/or copyright will be eligible for compensation.

Article 13 - Force majeure

  1. In the event of failure on the part of FlexiForce to perform the Agreement as a result of force majeure, FlexiForce shall be entitled to suspend performance of its obligations. FlexiForce shall therefore not be bound by any delivery time. The Customer shall in no event be entitled to compensation of any loss.
  2. In the event of force majeure, the Parties shall notify each other as soon as possible.
  3. A non-attributable failure on the part of FlexiForce shall in any case, but not exclusively, include:

a. damage as a result of natural disasters and/or storm damage;
b. war, danger of war and/or any other form of armed conflict including terrorism or threat thereof in the Netherlands and/or other countries, which hinders delivery of goods or raw materials
c. strikes, enforced shutdown, riots and any other form of disturbance and/or hindrance caused by third parties, which hinders delivery of goods or raw materials
d. loss of or damage to goods during transport;
e. illness of one or more employees who are difficult to replace;
f. legislative or administrative measures by the authorities as a result of which deliveries are hindered, including import and export bans and measures taken to combat a pandemic;
g. shortages and/or failures in means of transport, production equipment or energy supplies
h. fire or accidents in FlexiForce's business;
i. non-delivery or late delivery to FlexiForce by suppliers
j. stagnation in the supply of goods, raw materials and/or energy.
k. Administrative measures taken in connection with combating epidemics and pandemics, including the COVID-19 pandemic.

4. In the event that FlexiForce is unable to perform its obligations under the Agreement due to a temporary (more than 3 months) situation of force majeure or a permanent situation of force majeure, FlexiForce shall be entitled to terminate the Agreement without judicial intervention and without any obligation to compensate.
5. If in the event of force majeure FlexiForce has already partly fulfilled its obligations, the Customer shall pay FlexiForce the price due for this part.

Article 14 - Confidentiality

  1. The Customer shall ensure that all the data received from FlexiForce of which the Customer knows or should reasonably know that they are of a confidential nature shall remain secret. The Customer shall use such confidential data only for the purpose for which they have been provided. Data shall in any case be deemed to be confidential if they are designated as such by FlexiForce.
  2. Without FlexiForce's express consent in Writing, the Customer may not refer to the cooperation with FlexiForce in publications or advertisements or refer in any other way to the Agreement concluded.

Article 15 - Ethical conduct

  1. FlexiForce aims to design its Products in such a way that energy and raw materials are used efficiently and waste and residual products are reduced to a minimum. FlexiForce acts in a socially responsible way. FlexiForce supports and respects the protection of human rights and shall ensure that FlexiForce is not complicit in any violations thereof. The Customer shall endorse these objectives and shall also endeavour to pursue these objectives as far as possible.
  2. FlexiForce and the Customer warrant that they shall comply with all applicable laws and regulations in the field of environment, public health, safety, welfare of workers, that in the performance of the obligations under the concluded Agreement there shall not be in any way child labour as defined in ILO Resolution 182 and that they shall at all times respect the regulations concerning the protection of children.
  3. FlexiForce and the Customer warrant that they will not engage in any form of discrimination of any kind, conflict of interest, and corruption. Gifts, whether in the form of items, services or money - offered or received - may only have a limited value and must be commercially legitimate, well-documented and reasonable.
  4. FlexiForce and the Customer warrant that the Products supplied, including packaging and means of transport, are free of hazardous substances and that Dutch environmental legislation and European and global environmental legislation will be respected, unless it logically follows from the nature of the Product that it involves hazardous substances.
  5. FlexiForce shall comply with the obligations set out in the Code of Conduct of Assa Abloy, FlexiForce's holding company. The Customer shall comply with the Code of Conduct for Assa Abloy's business partners, at least with respect to the provisions of this Code of Conduct which by their nature may be applicable to Customers.

Article 16 – Penalty

  1. If the Customer acts in violation of Article 9, 12 or 14 of these Conditions, the Customer shall owe FlexiForce an immediately due and payable penalty of € 50,000 for each violation, to be increased by € 10,000 for every Day that the breach continues, without any default or notice of default being required. The latter provided that the violation can still be undone in the future.
  2. FlexiForce reserves the right to claim any damage caused by the Customer's conduct.

Article 17 - Other provisions
1. Notices and communications intended for the other party shall be sent to the address stated in the Agreement or such other address as may be notified in Writing by the other party.

Article 18 - Applicable law

  1. These Conditions, all Agreements and all negotiations shall be governed exclusively by the laws of the Netherlands.
  2. All disputes arising from or in connection with these Conditions and the Agreement shall be settled by the competent judge of the District Court of Gelderland in Arnhem unless another Dutch court is competent pursuant to mandatory law.

Export Control Clause for Direct Sale T&Cs in relation to End-Customers

“The [Customer] confirms that it will do its utmost to act in compliance with Economic Sanctions and Export Control Laws, and that neither the Customer, nor, so far as the Customer is aware, any agents or other persons acting on behalf of any of the foregoing is, or has been, listed on any US, EU, UN or UK sanction list.
The Customer shall not sell, export or re-export, the product, directly or indirectly, to Russia, Belarus, Iran, North Corea, Syria or occupied parts of Ukraine. The Customer shall undertake its best efforts to ensure that the purpose of this Clause is not violated by any third parties further down the commercial chain. Any violation by the Customer of this clause constitutes a material breach of an essential element of this agreement, and ASSA ABLOY shall be entitled to appropriate remedies, including, but not limited to: (i) termination of this agreement; and (iii) indemnification of ASSA ABLOY group and its employees.“ 

General Terms and Conditions Supplies

  1.   INTRODUCTION

(a) These General Terms and Conditions (“Terms”) shall apply to any and all agreements for delivery of goods to ASSA ABLOY AB and any of its subsidiaries (“ASSA ABLOY Group”) unless otherwise explicitly agreed in writing between the parties. A subsidiary shall mean any entity controlled or owned, directly or indirectly, from time to time by ASSA ABLOY AB.

(b) Terms used, but not otherwise defined, in these Terms shall have the meaning given to those terms elsewhere in this Purchase Agreement.

2.   DELIVERY AND PASSING OF TITLE

(a) The Supplier shall deliver the Products FCA Incoterms 2020 if not otherwise agreed in the Order (the “Delivery Terms”). Timely delivery shall be of the essence for each Order.

(b) Title in, and risk of loss or damage to a Product, shall pass to the Purchaser in accordance with the Delivery Terms. The Products shall be appropriately packed in accordance with the Purchaser’s instructions.

(c) If the Supplier fails to meet a confirmed delivery date, the Purchaser may, at its sole discretion and without prejudice to any other remedies; (i) request that the Supplier expedite the delivery per the Purchaser’s instruction at no charge; and/or (ii) cancel the undelivered portion of such Order at no charge; and/or (iii) terminate this Purchase Agreement in accordance with clause 13(b)(iv). Furthermore, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of two (2) % of the Order value for each commenced week of delay subject to a maximum aggregate equal to ten (10) % of the Order value. Payment of the liquidated damages shall be made upon demand of the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier and shall not restrict the Purchaser from making other claims. 

3.   FORECASTS

(a) The Purchaser may provide the Supplier with order forecasts setting out the Purchaser’s need of Products during the time period set forth in this Purchase Agreement (the “Order Forecast”). The Supplier shall use its best efforts to maintain sufficient manufacturing capacity and stock of the Products to meet the requirements set out in the Order Forecast.

(b) Order Forecasts shall not be binding on the Purchaser or give rise to any liability or obligation of the Purchaser to place any Orders for any Products, nor form any commitment to purchase a specific volume of the Products, or any part or material used to manufacture the Products. In addition, no Order Forecast shall give rise to any liability for the Purchaser due to the Supplier’s cost for stocking, etc.

4.   PURCHASE PRICE AND INVOICING

(c) The prices and payment terms for the Products and the Documentation is set forth in Exhibit 1 (Equipment and spare parts price list, including prices and payment terms). Invoices shall be paid within ninety (90) days from the receipt of an invoice unless otherwise agreed, subject to correct and complete invoice documentation. Payment of an invoice shall not constitute acceptance of Products.

(d) The prices in Exhibit 1 (Equipment and spare parts price list, including prices and payment terms) shall be fixed during twenty-four (24) months from the date of this Purchase Agreement unless otherwise agreed in writing. The Lead Purchaser and the Supplier shall in good faith review and agree on the applicable purchase price to apply after the expiration of the twenty-four (24) month period. The Supplier shall use open book calculation for this purpose. However, if the Lead Purchaser and the Supplier cannot agree on the new purchase price before the end of the twenty-four (24) months’ period, this Purchase Agreement may be terminated in writing by either the Lead Purchaser or the Supplier by giving six (6) months’ written notice to the other party. During the six (6) months’ notice period the then current purchase price shall continue to apply.

5.   INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

(a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group.

(b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser to the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein.

(c) To the extent that the Products may be protected by intellectual property rights owned by Supplier, or Supplier’s licensors, Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser’s own products for sales; and (iii) sell, offer for sale, import and export the Products.

(d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever.

(e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty-free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software.

(f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

6.   MANUFACTURING

(a) The Supplier shall without limitation be responsible, at no additional cost to the Purchaser, for:

(i)  sourcing and procuring all raw materials for the Products;

(ii)  obtaining all necessary approvals, permits and licenses for the manufacturing of the Products;

(iii) providing sufficient qualified staff and workers to perform the obligations under this Purchase Agreement;

(iv) implementing and maintaining effective inventory and production control procedures with respect to the Products; and

(v)  handling other matters as reasonably requested by the Purchaser from time to time.

(b) The Supplier shall not change any process, material, component, packaging or manufacturing location without the Purchaser’s express prior written approval.

7.  WARRANTIES

7.1 Product warranty

(a) The Supplier hereby represents and warrants on an ongoing basis that:

(i)   it has the right and authority to enter into this Purchase Agreement and to perform the obligations set out herein;

(ii)  all production and deliveries have been performed with the greatest possible care and in a timely and highly professional manner;

(iii) the Product is free and clear of all encumbrances and other restrictions to title and use that may affect the ownership in or right to any Product pursuant to this Purchase Agreement;

(iv) the Documentation is complete, accurate and sufficient for the installation, commissioning and operation of the Products and is in accordance with the requirements set forth in this Purchase Agreement;

(v)  the Purchaser and any ASSA ABLOY Group company has and will continue to have (including after the expiry and termination of this Purchase Agreement or an Order, as the case may be) the rights as specified in this Purchase Agreement in and to the Product, granted or assigned under this Purchase Agreement (or any document or agreement made under or pursuant to this Purchase Agreement).

(b) The Supplier warrants that all Products delivered to the Purchaser shall be free from defects in material and workmanship, conform to the specifications (if any) and be free from design defects and suitable for its intended purpose.
(c) The Supplier further warrants that the Product will comply with all applicable laws, regulations and standards and will not infringe in or violate any third party's intellectual property rights.
(d) The Supplier further warrants that the Products have been manufactured and delivered in compliance with all applicable laws, regulations and standards.
(e) All warranties shall survive acceptance and payment by the Purchaser in accordance with clause 7.2.

7.2 Warranty period and remedies

(a) The Supplier’s warranties hereunder shall extend to any defect or nonconformity arising or manifesting itself within twenty-four (24) months or 8.000 hours, whichever is the longest, after delivery to the Purchaser. For repaired and replaced parts by the Supplier, a new warranty period according to the above shall apply. 

(b) If any Product does not conform to any of the warranties in clause 8.1, the Purchaser may require the Supplier to immediately correct or replace such Product at the Supplier’s risk and expense or refund the Purchase Price.

(c) Any sums due from the Supplier to the Purchaser in accordance with clause 8.2(b) above, shall be paid upon first demand by the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier.

(d) The remedies stipulated in clause 8.2(b) above shall be in addition to any other rights and remedies available under law.

(e) If the Supplier fails to correct or replace a defective Product within a reasonable time, the Purchaser may correct or replace such Products and the Supplier agrees to reimburse the Purchaser for the costs incurred thereby.

7.3 Spare parts

(a) During the term of this Purchase Agreement and for a minimum period of ten (10) years after termination or expiration of this Purchase Agreement, the Supplier shall make compatible spare parts for all components of each of the Products available for sale to the Purchaser. The spare parts shall be available to the Purchaser at prices equivalent to the prices the Supplier offers to the Supplier’s other customers for such spare parts.

(b) The Supplier warrants that the spare parts shall be free from defects in design, material and workmanship. This warranty shall apply for a period of twenty-four (24) months after delivery.

8. QUALITY ASSURANCE, AUDIT AND COMPLIANCE WITH LAWS

(a) The Supplier shall maintain applicable ISO standard certification and/or such other quality systems and procedures as may be agreed from time to time.

(b) The Supplier shall comply with the ASSA ABLOY sustainability program and processes as amended from time to time.

(c) The Supplier shall comply with the ASSA ABLOY Business Partner Code of Conduct and the applicable supplier handbook, as amended from time to time, which upon request by the Supplier shall be delivered by the Purchaser to the Supplier and to ensure compliance with such policies by any subcontractors appointed by the Supplier.

(d) For the purposes of monitoring compliance with this Purchase Agreement and the ASSA ABLOY Business Partner Code of Conduct, the Supplier shall, whether by prior arrangement or otherwise, allow access (or procure access) for the Purchaser and/or the Lead Purchaser and/or their agents and representatives to the Supplier’s manufacturing premises and otherwise to the areas of its and its subcontractors production facilities related to the Products, as well as its quality assurance system.

(e) All Products shall be manufactured and/or supplied in compliance with all applicable laws and regulations, including applicable export control laws, sanctions and licensing rules and all relevant regulations and provisions relevant to safety and the environment. These shall also include agreements between forwarding agents and rules and regulations about the shipment of hazardous materials. In particular, the items to be delivered hereunder shall, where applicable, be marked in accordance with the provisions and regulations of the relevant jurisdiction on substances and preparations that are hazardous to health and the environment. The Supplier may be explicitly required to comply with other and/or additional standards and regulations in a specification (if any).

(f)  The Supplier warrants that all Products, where applicable, are fully compliant with The Restriction on the use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive  2015/863/EU (“RoHS3”), amending Annex II to Directive 2011/65/EC (“RoHS2”), as implemented by EU Member States, or in compliance with any other regulations similar to RoHS3 and RoHS2 of the relevant jurisdictions reasonably acceptable to the Purchaser, except for relevant exemptions where they apply, and which shall be notified in writing to the Purchaser by the Supplier. Any incompliant Products may be rejected by the Purchaser and returned to the Supplier at the Supplier’s cost. The Supplier shall make available to the Purchaser records of its compliance, including a declaration of conformity, with RoHS2 and RoHS3 on the Purchaser’s request.

(g) To the extent the Products or any of the substances contained in the Products falls within the scope of the European Community Regulation 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals or any corresponding regulations in other jurisdictions as agreed with the Lead Purchaser (“REACH”), the Supplier confirms and represents that the Products and/or substances used as raw materials for the production of the Products shall comply with the requirements of REACH and the Supplier further represents that, to the extent required under REACH, the Products or any of the substances contained in the Products is or will be timely (pre-) registered and will remain (pre-)registered for the Purchaser’s use(s), so that the Purchaser is always considered as a downstream user according to REACH. To the extent the Products or any of the substances contained in the Products, require authorization under REACH, the Supplier shall ensure that an authorization is timely obtained and maintained. Upon request from the Purchaser, the Supplier will promptly provide the Purchaser with a written acknowledgement of pre-registration or, when relevant, of registration or authorization of the substances contained in the Products sold or to be sold to the Purchaser. The Supplier remains responsible for all information provided in relation with compliance of the Products sold or to be sold to Purchaser with REACH. Any incompliant Products may be rejected by Purchaser and returned to the Supplier at the Supplier’s cost.

(h) The Supplier shall provide all information needed for the Purchaser to comply with applicable export control laws, including the re-export, of Products or software, data or technology supplied in relation to Products. This information shall include, without limitation: (i) relevant export control classification numbers in relevant jurisdictions; and (ii) Products’ origin and customs classification codes. Declarations of conformity with RoSH2, RoSH3 and REACH shall upon request be provided by the Supplier to the Purchaser within ten (10) business days.

(i)  The Supplier shall notify the Purchaser in writing if any Product or part of a Product that the Supplier provides to the Purchaser contains any material from time to time identified as a “conflict mineral” in accordance with the United States Dodd-Frank Wall Street Reform and Consumer Protection Act or any similar legislation in force from time to time. Any failure to present such written confirmation will constitute a representation from the Supplier that no conflict minerals are used in any Product, or part of a Product.

9. PRODUCT LIABILITY

(a) The Supplier shall be responsible for all Products manufactured by the Supplier and shall effect and maintain sufficient and adequate insurance policies during the term of this Purchase Agreement and any warranty period covering the Products.

(b)  The Supplier shall upon the written request by the Purchaser, provide certificates of insurance evidencing the insurance coverage of the Supplier.

10. INDEMNITIES AND LIMITATION OF LIABILITY

10.1 General indemnification

Regardless of any other rights which the Lead Purchaser or the Purchaser may have under this Purchase Agreement or applicable laws, but subject to the limitations set out in clause 10.3  below, the Supplier shall defend, indemnify and hold harmless the Lead Purchaser and the Purchaser from and against any third party claims and against any cost, damage, liability, loss or expenses which the Lead Purchaser and/or the Purchaser incurs as a result of the Supplier's negligence or breach of warranty or representation or any other default under or in connection with this Purchase Agreement. This shall include, without limitation, compensation for any cost, expenses, loss or damage which a Purchaser incurs in connection with a product recall which the Purchaser reasonably performs because of the Supplier’s failure to supply the Products in accordance with this Purchase Agreement or which otherwise are deemed defective.

10.2 Intellectual property rights indemnification

The Supplier shall defend, indemnify and hold harmless the Lead Purchaser, the Purchaser and any ASSA ABLOY Group company (as the case may be) against any incurred costs, damages, liabilities, losses or expenses, whether direct or indirect,  arising out of or relating to any legal actions, claims or demands brought against the Lead Purchaser, the Purchaser or an ASSA ABLOY Group company by a third party based on the allegation that the Lead Purchaser’s, the Purchaser’s or ASSA ABLOY Group company's (or its subcontractors’ or agents’)  possession, use or sale of the Products constitutes an infringement of the intellectual or industrial property rights of a third party.

10.3 Limitations

(a) Except for claims arising under clauses 10.2 above and 14 below, no party shall be liable under this Purchase Agreement for any loss of profit, indirect or consequential damage whatsoever. However, any direct damage or loss incurred by any company within the ASSA ABLOY Group as a result of this Purchase Agreement shall be considered a direct damage to and recoverable loss by the Purchaser.

(b) Regardless of the foregoing, nothing in this Purchase Agreement shall exclude or restrict a party's liability for gross negligence, fraud, wilful misconduct, death or personal injury. Any breach of the Data Processor Agreement and applicable laws on data protection by the Supplier shall always be regarded as gross negligence.

11. DATA PROTECTION AND CYBERSECURITY

(a) To the extent the Supplier is processing personal data on behalf of the Lead Purchaser, the Purchaser and/or any ASSA ABLOY Group company under this Purchase Agreement, what is set out in the Data Processor Agreement shall apply.

(b) The Supplier shall maintain a comprehensive information security program, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguard consistent with best industry standards and ASSA ABLOY Group policy and requirements, that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or ASSA ABLOY Group data, including but not limited to personal information. The Supplier’s information security program shall include business continuity and disaster recovery plans that are consistent with best industry standards. The Lead Purchaser, its auditors, and regulators will be entitled to audit the Supplier’s systems used for the provision of the Products in order to fulfil any legal or regulatory requirement. This right to audit shall also apply to all third-party providers utilized by the Supplier for the provision of the Products.

12. FORCE MAJEURE

(a) No party shall be liable to the other party for any delay or failure in performance due to an event of circumstances or occurrences which cannot reasonably be averted or controlled by the party concerned, however excluding power shortages and energy black-outs (“Force Majeure”) and which substantially affects the performance of the obligations under this Purchase Agreement.

(b) If an event of Force Majeure occurs, a party’s contractual obligations affected by the Force Majeure and the period for performing such obligations shall be extended, without penalty, for a period corresponding to the period the party is restricted by the Force Majeure event, provided that the party concerned has (i) without delay informed the other party about the Force Majeure event and the estimated duration and extent of disturbance to the services and (ii) taken all reasonable efforts to mitigate the effects of the Force Majeure. 

(c) Regardless of the foregoing, if the Force Majeure is expected to last for more than two (2) weeks, or if the Supplier may not be able to meet an agreed delivery date, the Lead Purchaser or the Purchaser may terminate the Order concerned as well as any other Orders affected by Force Majeure that has not yet been delivered, with immediate effect. The Supplier shall not be entitled to any compensation for loss or damage as a result of such termination.

13. TERMINATION

(a) Unless otherwise set forth in this Purchase Agreement, this Purchase Agreement may be terminated (in whole or in part) by the Lead Purchaser at any time by giving three (3) months’ notice to the Supplier and by the Supplier by giving six (6) months’ notice to the Lead Purchaser. Any accepted and outstanding Orders shall remain unaffected by the termination unless terminated in accordance with the below.

(b) The Lead Purchaser may terminate this Purchase Agreement (including any Orders) and the Lead Purchaser or the Purchaser may terminate an Order, with immediate effect:

(i)   in accordance with clause 4.2 (d) in the main body of this Purchase Agreement;

(ii)  if the Supplier commits a breach of a material obligation or performance under this Purchase Agreement or any Order, which, if capable of remedy, is not remedied within thirty (30) days of the Lead Purchaser or the Purchaser notifying the Supplier of said breach; or

(iii) if the Supplier repeatedly fails to deliver the Products in compliance with the terms and conditions of this Purchase Agreement or any Order (including failure to meet the requirements in Exhibit 4 (Acceptance testing, inspections and quality assurance)); or

(iv) if the Supplier repeatedly fails to meet a confirmed delivery date; or

(v)  if the Supplier ceases to carry on its business or substantially the whole of its business; or

(vi) if the Supplier files, or has filed against it, a petition for voluntary or involuntary bankruptcy, is generally unable to pay, or fails to pay, its debts as they become due, makes or seeks to make a general assignment for the benefit of its creditors, applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business or becomes insolvent; or

(vii) if the Supplier is in breach of the ASSA ABLOY Business Partner Code of Conduct and/or the ASSA ABLOY Information Security Policy and Requirements and/or the Data Processor Agreement; or

(viii) if the Supplier or its owner(s), directors or officers becomes listed in any sanctions or export control rules imposed by the UN, the EU or its member states, the US or any other relevant authority, or if the Supplier breaches any applicable sanctions or export control rules, or if a party’s ability to fulfill any obligation under this Purchase Agreement or any Order is materially affected by the imposition of sanctions or export control rules; or

(ix)   if there is a change of control of the Supplier, whereby fifty percent (50%) or more of the equity ownership of the Supplier becomes owned or otherwise controlled by any one person or group of persons acting in concert (not being the persons holding such shares or exercising such control at the date of this Purchase Agreement).

(c)  The Supplier may terminate this Purchase Agreement with immediate effect if (i) the Lead Purchaser commits a breach of a material obligation under this Purchase Agreement which, if capable of remedy, is not remedied within thirty (30) days of the Supplier notifying the Lead Purchaser of said breach or (ii) the Lead Purchaser files, or has filed against it, a petition for voluntary or involuntary bankruptcy, is generally unable to pay, or fails to pay, its debts as they become due,  makes or seeks to make a general assignment for the benefit of its creditors, applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business or becomes insolvent. The Supplier may terminate an Order if any of the circumstances set forth in (i) and (ii) above occur in respect of the Purchaser.

14. CONFIDENTIALITY

(a) Each party agrees that it shall not disclose any confidential information of the other party nor use any such information other than for purposes of performing its obligations and exercising its rights under this Purchase Agreement. “Confidential Information” means all non-public or proprietary information treated as confidential by a party to this Purchase Agreement, including, without limitation, any and all financial, technical, marketing, commercial, legal, production data or other information of whatever nature, irrespective of whether such information has been or will be disclosed in writing, verbally or in any other form, disclosed to the other party under this Purchase Agreement.

(b) Regardless of the above, the term Confidential Information shall not include any information which the party receiving the information can clearly establish by documented evidence (i) was at the time of disclosure to it, in the public domain; (ii) was after disclosure of it, published or otherwise becomes part of the public domain through no fault or breach of the receiving party; (iii) was known to the receiving party prior to such disclosure, without any undertaking towards a third party to keep such information confidential; (iv) was provided to it from a third party who had a lawful right to disclose such information to it and which was disclosed by such third party without any obligation for the receiving party to keep such information confidential; or (v) was independently developed by the receiving party without use of the Confidential Information of the disclosing party.

(c) Any party shall be entitled to disclose Confidential Information in response to a valid order of a court or any other governmental body having jurisdiction over the respective parties or this Purchase Agreement or if such disclosure is otherwise required by law or by any binding applicable stock exchange rules, provided that the party shall first, to the extent possible, notify the other party of the required disclosure and make reasonable efforts to reduce any damage to the other party resulting from such disclosure.

(d) Each party shall ensure that any person to whom the receiving party gives access to Confidential Information of the disclosing party will comply with the confidentiality requirements set out in these Terms.  The receiving party shall be responsible for any breach of such confidentiality requirements by such persons.

(e) The Supplier shall upon termination of this Purchase Agreement, or upon written request from the Purchaser or the Lead Purchaser, immediately cease to use and return to the Purchaser or the Lead Purchaser, or destroy, all documents and data containing Confidential Information.

(f)  The Supplier shall provide to the Purchaser or the Lead Purchaser as soon as practicable a written certificate stating that it has destroyed or returned to the Purchaser or the Lead Purchaser all documents and other property and performed all acts referred to in clause 14 (e).

(g) The obligations in this clause 14 shall apply for the duration of this Purchase Agreement and for a period of ten (10) years thereafter.

 

FlexiForce
Company name: FLEXI-FORCE B.V.
Company address: Koningsbergenweg 11, 3771 NS Barneveld
Website: www.flexiforce.com
E-mail: info.nl@flexiforce.com
Phone: +31 342427777
Fax: +31 342414679
Chamber of Commerce: 08117415
VAT identification number: 812437548