CUbIQ B.V. – General Terms and Conditions (GTC)
Effective date: June 2026
These General Terms and Conditions (“GTC”) apply to all commercial transactions between CUbIQ B.V., De Lismortel 31, 5612 AR Eindhoven, The Netherlands (“CUbIQ”), and any counterparty, including customers, suppliers, and service providers (collectively: “Counterparty”). These GTC govern all offers, quotations, purchase orders (POs), order confirmations, sales, deliveries, purchases, and services, unless explicitly agreed otherwise in a written document signed by CUbIQ. Any general terms issued by the Counterparty are hereby expressly rejected.
These GTC are intended to function as a single unified document for both sales and procurement, adjusted for Dutch law, EU regulations, and CUbIQ’s operational environment.
1. Scope and Applicability
1.1 These GTC apply to all sales of products and services by CUbIQ to Customers and to all purchases of goods, components, materials, equipment, and services from Suppliers.
1.2 When CUbIQ issues a purchase order (PO), it does so only on the basis of these GTC, not on any terms proposed by the Counterparty. The Counterparty fully accepts these GTC by accepting the order, delivering the goods, or starting work.
1.3 Any deviation from these GTC is valid only if expressly agreed in writing by CUbIQ.
2. Product and Service Descriptions
2.1 All product descriptions, drawings, datasheets, specifications, and technical documents provided by CUbIQ are descriptive unless expressly confirmed as guaranteed properties.
2.2 CUbIQ reserves the right to modify product design, materials, or specifications prior to delivery, provided such modifications do not impair functional performance.
2.3 Suppliers must ensure delivered goods: conform to CUbIQ specifications, comply with EU and Dutch standards including CE, RoHS, REACH, WEEE where applicable, and meet accepted quality and industry standards.
2.4 No modification may be made by Supplier without written approval from CUbIQ.
3. Quotations, Orders, and Contract Formation
3.1 CUbIQ quotations are valid for 30 days unless otherwise stated.
3.2 A binding contract for CUbIQ sales is formed only when CUbIQ issues a written order confirmation.
3.3 A binding contract for purchases is formed when CUbIQ issues a PO. Supplier must confirm acceptance within five (5) business days.
3.4 Any deviation, modification, or cancellation requires written approval.
4. Prices and Payment Terms
4.1 Prices (Sales). Prices are FCA Eindhoven (Incoterms 2020), exclusive of VAT, customs duties, and other charges.
4.2 Prices (Procurement). Prices to CUbIQ are firm and include packaging, insurance, handling, duties, and transport unless otherwise agreed. DDP Eindhoven is preferred.
4.3 Payment Terms. Customers: net 30 days unless agreed otherwise. Suppliers: 45 days end-of-month unless stated otherwise.
4.4 Counterparty may not offset claims unless legally permitted or explicitly agreed.
5. Delivery Terms and Lead Times
5.1 Delivery dates are binding only if confirmed in writing.
5.2 CUbIQ Sales. CUbIQ is not liable for delays caused by force majeure, operational disruptions, or supply chain constraints.
5.3 Supplier Deliveries to CUbIQ. Supplier must immediately notify CUbIQ of any delay. In case of delay, CUbIQ may, at its discretion: accept late delivery, demand expedited shipping at Supplier’s cost, procure substitute goods at Supplier’s expense, or cancel the order without liability.
5.4 Partial deliveries are permitted unless they impair contractual purpose.
6. Packaging, Shipment, and Transfer of Risk
6.1 For Customers. Risk transfers to Customer at FCA Eindhoven.
6.2 For Suppliers. Risk transfers to CUbIQ only upon physical delivery to the agreed CUbIQ facility.
6.3 Supplier must ensure industrial packaging suitable to prevent damage.
7. Inspection, Acceptance, and Non-Conformance
7.1 Customers. Customer must inspect goods upon receipt and notify CUbIQ of defects within 14 days.
7.2 Suppliers. CUbIQ may inspect goods during production and upon delivery. If goods are non-conforming, CUbIQ may demand repair or replacement, return for credit, or reimbursement of all associated costs. Rejected goods remain at Supplier’s risk and must be collected within 10 business days.
8. Retention of Ownership
8.1 For Sales: Goods remain property of CUbIQ until full payment is received.
8.2 Customer may not pledge, transfer, or alter goods before payment.
8.3 If goods are resold prior to payment, all receivables transfer to CUbIQ.
8.4 For Procurement: Supplier retains ownership until delivery and acceptance by CUbIQ unless otherwise agreed.
9. Warranty
9.1 CUbIQ to Customers. Warranty period is one (1) year unless shorter shelf-life is stated. Warranty excludes misuse, modification, improper installation, or unauthorized repair.
9.2 Supplier Warranties to CUbIQ. Supplier warrants goods for 24 months unless longer required by law. Goods must be: new, unused, free of defects, compliant with specifications, free from third-party rights, and compliant with EU/Dutch regulations. Supplier bears all costs for replacement, repair, logistics, and rework.
10. Intellectual Property (IP)
10.1 All IP provided by CUbIQ remains its exclusive property.
10.2 Counterparty may not reverse engineer, reproduce, or disclose CUbIQ IP.
10.3 IP developed specifically for CUbIQ shall be owned exclusively by CUbIQ unless agreed otherwise.
10.4 Supplier may not use CUbIQ trademarks or trade names without written approval.
11. Confidentiality
11.1 All technical, commercial, or strategic information exchanged is confidential.
11.2 Confidentiality obligations persist for ten (10) years or longer if related to trade secrets.
12. Data Protection (GDPR)
12.1 Counterparty must comply with GDPR and Dutch data protection law.
12.2 Processing of personal data must: be limited to contract performance, follow appropriate security measures, and be supported by a signed Data Processing Agreement where required.
12.3 Data breaches must be reported to CUbIQ within 24 hours.
13. Compliance, Ethics, and Export Control
Counterparty must comply with all applicable: EU and Dutch laws, anti-corruption laws, export control regulations, and environmental and workplace safety standards. Child labor, forced labor, or unethical activities constitute grounds for immediate contract termination.
14. Force Majeure
14.1 Neither party is liable for non-performance due to events beyond reasonable control, including: natural disasters, government actions, epidemics, labour disputes, and major supply chain disruptions.
14.2 The affected party must notify the other promptly.
14.3 If force majeure persists for more than 90 days, either party may terminate the contract.
15. Liability
15.1 CUbIQ to Customers. CUbIQ’s liability is limited to the contract value of the defective goods. CUbIQ shall not be liable for indirect, incidental, or consequential damages unless due to intent or gross negligence.
15.2 Supplier Liability to CUbIQ. Supplier is fully liable for all direct and indirect damages arising from: defective goods, regulatory non-compliance, IP infringement, delays, and environmental or safety violations. Limitations of liability in Supplier documents do not apply.
16. Governing Law and Jurisdiction
16.1 These GTC are governed exclusively by the laws of The Netherlands.
16.2 The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
16.3 All disputes shall be settled by the competent courts of Oost-Brabant, The Netherlands.
17. Order of Precedence
17.1 These GTC form an integral part of all contractual documents exchanged between CUbIQ and the Counterparty.
17.2 In the event of conflict, the order of precedence shall be: a mutually signed written contract or framework agreement; a purchase order (PO) issued by CUbIQ; CUbIQ’s written specifications, drawings, technical documents; these General Terms and Conditions (GTC); Counterparty documents only if explicitly accepted in writing by CUbIQ.
18. Tools, Molds, Equipment, and Materials Provided
18.1 Any tools, molds, fixtures, equipment, samples, prototypes, or materials provided by CUbIQ to the Supplier remain the exclusive property of CUbIQ.
18.2 Supplier shall: use such items exclusively for CUbIQ orders, store and maintain them properly, insure them against loss or damage at Supplier’s cost, and return them immediately upon request.
18.3 Supplier shall not reproduce, replicate, or share such items without prior written approval.
19. Quality Requirements and Traceability
19.1 Supplier must maintain a quality management system in line with industry standards (e.g., ISO 9001 or equivalent).
19.2 Supplier shall provide traceability of materials, components, and processes upon request.
19.3 Supplier must notify CUbIQ immediately of: any potential quality issues, changes to materials, manufacturing processes, or facility locations, and obsolescence or EOL (End of Life) declarations.
19.4 CUbIQ may conduct audits at Supplier’s facilities with reasonable notice.
20. Documentation and Technical Records
20.1 Supplier must provide all required documentation, including certificates of conformity, test reports, safety data sheets, and technical data.
20.2 Documentation must accompany shipments unless otherwise agreed.
20.3 CUbIQ retains all IP and ownership rights to drawings, specifications, and technical files.
21. Insurance Requirements
21.1 Supplier shall maintain adequate insurance coverage, including but not limited to: product liability insurance, general commercial liability insurance, employer’s liability insurance, and property insurance for CUbIQ-owned tools and materials.
21.2 Proof of insurance shall be provided to CUbIQ upon request.
22. Termination
22.1 CUbIQ may terminate any contract or PO with immediate effect if the Counterparty: breaches any material obligation under these GTC, becomes insolvent, files for bankruptcy, or undergoes liquidation, or engages in unethical or unlawful conduct.
22.2 Upon termination, Supplier must: stop work immediately, return all CUbIQ materials, documents, and tools, and deliver completed or partially completed goods if requested.
22.3 Termination shall not affect accrued rights or financial obligations.
23. Sustainability and Responsible Sourcing
23.1 Counterparty must comply with environmental laws and adopt sustainable practices where applicable.
23.2 Supplier must avoid sourcing from conflict regions unless compliant with EU conflict mineral regulations.
23.3 Hazardous substances must be disclosed and handled according to EU and Dutch regulations.
24. Export Control and Sanctions
24.1 Counterparty must comply with: EU Export Control Regulations, Dutch Strategic Goods Act, U.S. EAR and ITAR regulations when applicable, and all relevant sanctions regimes.
24.2 Counterparty shall not export or re-export CUbIQ products without required authorisations.
25. Dispute Resolution and Escalation
25.1 Before initiating legal proceedings, parties shall attempt to resolve disputes through good-faith negotiation.
25.2 If negotiations fail within 30 days, either party may proceed under the jurisdiction stated in Section 16.
26. Language Clause
26.1 These GTC are drafted in English.
26.2 In the event of translation, the English version shall prevail.
27. Data and Asset Return
27.1 Upon request or termination, Counterparty shall return all: confidential information, drawings and documents, prototypes, samples, and tools, and CUbIQ-owned data.
27.2 No copies may be retained unless legally required.
28. Spare Parts and Product Support (Sales)
28.1 CUbIQ will make reasonable efforts to supply spare parts for a period of up to five (5) years after product discontinuation.
28.2 CUbIQ shall notify Customers of EOL status where feasible.
29. Entire Agreement
29.1 These GTC constitute the full agreement between CUbIQ and the Counterparty and supersede any previous terms.
29.2 Changes must be made in writing and signed by CUbIQ.
30. Miscellaneous
30.1 Invalid or unenforceable provisions shall be replaced by terms reflecting their commercial intent.
30.2 Failure to enforce rights does not constitute a waiver.
30.3 These GTC remain valid even if individual provisions become invalid.
CUbIQ B.V., De Lismortel 31, 5612 AR Eindhoven, The Netherlands — KvK Nr: 82766789. Effective date: June 2026.