ISISPACE General Terms and Conditions

PREAMBLE
Contained beneath are the Terms and Conditions for the Sale of Goods and Supply of Services (“Terms and Conditions”) governing your Order with ISISPACE, the ISISPACE Group, a limited liability company with its official address at Motorenweg 23, 2623 CR, Delft, The Netherlands, and registered at the Dutch Chamber of Commerce under registration number 27293068. Please read carefully and note that deviation from or modification to the Terms and Conditions is only deemed valid if registered in accordance with the provisions detailed herein.

Definitions

1.1. ISISPACE: the supplier of goods and, or services.

1.2. CUSTOMER: the buyer of goods and, or services from ISISPACE.

1.3. END USER: the party who shall have the end use of the goods and or services purchased from ISISPACE.

1.4. CONSIGNEE: the natural person or legal entity to whom goods are shipped for sale who holds financial responsibility for the receival of said goods.

1.5. PARTY: may refer here to ISISPACE or to the Customer, respectively. End Users or Consignees are understood to be separate from this term and shall simply be referred to as “End User” or “Consignee”.

1.6. PARTIES: The collective term used to refer to ISISPACE and the Customer.

1.7. LEGAL REPRESENTATIVE: an individual registered under the chamber of commerce, who may sign official documentation on behalf of the Party.

1.8. DISCLOSING PARTY: party disclosing a piece of information which is understood to be confidential.

1.9. RECEIVING PARTY: party receiving a piece of information which is understood to be confidential.

1.10. SALES ORDER: The Agreement made between the parties, for which, the contract is known as the Sales Order Confirmation.

1.11. SALES ORDER CONFIRMATION (SOC): the exclusive contract of the Sales Order / Agreement between the Parties. Any other documentation associated with the order, for example, a quotation or purchase order, is understood to be subordinate to the Sales Order Confirmation. Changes to the Sales Order Confirmation are only deemed valid if applied through the means laid out under Article 2.

1.12. THE AGREEMENT: All mention of The Agreement by use of the definite article under these Terms and Conditions and any other documentation issued by ISISPACE is understood to refer to the Sales Order Confirmation exclusively. The Parties may make “agreements” or “an agreement” subsequently between themselves, but such instances are understood as matters separate to the understanding of this reading of the “The Agreement”. Furthermore, any other agreement made between the Parties in this way is understood to be supplemental to The Agreement.

1.13. END USER STATEMENT: a Statement detailing the end use of the goods or services under the Sales Order. This statement also identifies the End User of the goods.

1.14. MISSION STATEMENT: a brief document, of the End User’s own composition, detailing the mission, or project for which the goods and or services have been purchased.

1.15. ISISPACE WARRANTY AND AFTER CARE POLICY: policy which may be included as a part of EIDP or provided on request. This document lays out the framework for limited warranty, associated with ISISPACE products. It is understood to work harmoniously with Article 9 of these Terms and Conditions.

1.16. EIDP / End Item Data Package. a package of documentation, provided by ISISPACE in relation to the goods purchased under the Sales Order.

1.17. THE WORK: understood to mean the efforts taken to result in the completion of all goods and services to be supplied under the Sales Order.

1.18. DAY: understood to mean calendar day.

1.19. LEADTIME: The time between the initiation and completion of the production process.

1.20. THE TERM: the length of time for which the contract will be valid.

1.21. TIMELY MANNER: within a reasonable period of time. The application of this phrase holds the expectation that actions are completed without undue delay as soon as it is possible. Action completion to occur no later than the 14th day following the identification of the action, unless otherwise agreed between the Parties.

1.22. COLLECTION READINESS: the point at which all actions concerning the production, quality assurance testing, and packaging of the product has been complete. This does not include the period of time associated with the drafting and confirmation of any shipment documentation, nor does it include any time which is associated with transit, nor the time which is associated with obtainment of any specialized licenses needed for shipment.

1.23. SHIPMENT DAY: the date upon which the package officially leaves ISISPACE’s premises.

1.24. DATE OF RECEIVAL: the date upon which the package is registered to have been received at the location agreed specified by the Customer or, where applicable, End User.

1.25. MILESTONE PAYMENT STRUCTURE: a schedule outlining the individual milestones, and their corresponding value, associated with the order.

1.26. MILESTONE: an event or point of time, which, the Parties have agreed triggers an invoice to be issued by ISISPACE and paid by The Customer.

1.27. MILESTONE PAYMENT: a payment which is due, following the instance of a Milestone.

1.28. ADVANCED PAYMENT: a payment which the parties agree to be made, ahead of the instance of a
Milestone.

1.29. PARTIAL PAYMENT: A payment made, following the agreement of the parties, where the full sum of the Milestone Payment or Advanced Payment is made in instalments.

1.30. ASSOCIATED PAYMENT(s): the singular or collective term used to refer to any and or all payments, be they advanced, milestone, partial, or otherwise, in any way related to the Order.

1.31. STANDARD ADMINISTRATIVE FEE: a nominal charge, which ISISPACE may elect to add to an invoice in cases outlined under Article 5 of these Terms and Conditions. Charges may vary.

1.32. POINT OF DEVIATION: a point contrary to the provisions of either the Sales Order Confirmation or these Terms and Conditions.

1.33. MUTUAL AGREEMENT: where the parties are both in agreement over a point such that agreement is understood to hold the same feeling. Mutual agreement may only be achieved where the parties’ agreement is informed and given freely, without undue influence or duress. Mutual agreement is not held binding where one party is understood to have acted in bad faith.

1.34. OBLIGATION: a duty which is held. Under these Terms and Conditions, obligations are understood to be actions which must be resolutely upheld. The effect of breaking an obligation is to break the promise made between the Parties under this agreement. Where failure to fulfil an obligation is due to reasons which are laid out as the guidelines under these Terms and Conditions, for example those detailed under Article 12, the party is relieved from their duty to fulfil the obligation.

1.35. GOOD FAITH: the honest intention by a party to act in a manner which can be understood to be objectively fair to the other party and the agreement held between them. This is understood further to be the good and honest intent of a party to work harmoniously with the other for the successful fulfilment of the Agreement.

1.36. BAD FAITH: the intent of a party to act in a manner which can be understood to be objectively unfair to the other party and the agreement between them in the spirit of these Terms and Conditions. This is understood further to be the ill intent of a party to gain an advantage over the other.

1.37. FORESEEN RESTRICTIONS: points which may limit or block action and may be reasonable predicted in advance of becoming reality.

1.38. POINT OF AMBIGUITY: A point which can be considered to have more than one possibility and or seen to be unclear or vague.

1.39. ANTICIPATED NON-PERFORMANCE: Where one Party understands through the conduct of the other that they are likely not to perform their obligations under The Agreement.

1.40. DEGREE OF REASONABILITY: A measure denoting the application of fair actions towards achieving a goal. To be interpreted in harmony with samples noted within these terms and conditions.

1.41. SOLUTION OF LAST RESORT: A Solution which the parties come to after exhausting all other available and, or viable options.

2. SCOPE AND APPLICATION

2.1. These Terms and Conditions apply to and govern all Offers made and Orders formed between ISISPACE and the Customer, unless otherwise mutually agreed.

2.2. Changes to the Agreement which have been discussed between the parties, be this orally, or in writing, must be formalized in order to be considered binding in effect.

2.3. In the case of uncertainty or ambiguity regarding the Agreement overall, these Terms and Conditions shall apply absolutely.

3. TERM AND TERMINATION

3.1. The term of the Agreement, or Sales Order is deemed to begin as of the date of ISISPACE’S officially issued Sales Order Confirmation. As defined under Article 1, the Sales Order Confirmation holds the status of official Order Contract and is governed by these Terms and Conditions. Any alternative documentation with exception to provisions under Article 3.3 is understood to be subordinate to the Sales Order Confirmation.

3.2. The Term of the Order is considered fulfilled, when all work, including but not limited to the exchange of information, documents, products and other material issues, and Milestone Payments, Advance Payments, Partial Payments [and/or Final Payments have been concluded. Term fulfilment may only be achieved when all payments have been made in accordance with Article 5 of these Terms and Conditions. The term for which Warranty of ISISPACE goods and services is operational is understood to be separate from this article 3.2 and instead governed by the provisions of Article 9 and the ISISPACE Warranty and After Care Policy. As laid out under Article 3.12, the obligations of these Terms and Conditions are understood to survive past the point which the parties consider the contract and its term to be fulfilled. The parties shall thus honour these obligations accordingly.

3.3. Termination of the Agreement may occur where both Parties, within the first 7 days of the term elect, and agree to do so. This form of Early Termination is valid on the satisfaction of these points and the resulting issue of a Notice of Order Termination by ISISPACE.

3.4. ISISPACE holds the right to terminate an Order or Agreement immediately without a notice of default or judicial mediation in the event of winding-up, bankruptcy, or suspension of payment of the Customer. The Customer has no right to any compensation in the case of these events.

3.5. ISISPACE holds the right to halt and or terminate the Order in cases where the Customer fails to meet their obligations under Article 4 and, or Article 5 of these terms of conditions. This is thus understood to apply to cases where the Customer is seen to behave in a manner such that anticipated non-performance of obligation is expected.

3.6. The Customer may elect to terminate the Order during the term under the guidelines outlined in Article 3.8.

3.7. A termination under 3.8 is permitted but carries an “Early Termination Fee”. Such instances include:

3.7.1. where the obligations under Article 4 of the Terms and Conditions have been breached past the point of resolution, and upon a period of Good Faith discussion between the Parties as prescribed under Article 13.3.

3.7.2. where the Customer no longer wishes to continue with their Order and/or Agreement, of their own accord, through no fault of ISISPACE.

3.8. To pursue actions of Early Termination, per Article 3.7, the Customer must furnish upon ISISPACE an official Notice of Early Termination, adhering to a period of 30 days’ Notice. The Customer is aware that such early termination of the Agreement does not have the effect of waiving any financial obligations contained therein. This includes, but is not limited to any Associated Payments, and coverage of any additional cost which ISISPACE may have accrued through work already completed under the order or will accrue through work ISISPACE already subcontracted to or ordered from third parties. The Customer is aware and understands that by ending the term of the Agreement in this way, ISISPACE is at all times entitled to an Early Termination Fee. The Customer in Good Faith agrees to pay the sum of this fee in accordance with their obligations under Article 4 and Article 5, and furthermore understands and agrees that they have no rights to, nor can they impose any retroactive claims on previously paid milestones or purchases under the Order.

3.9. The Parties acknowledge that while the calculation of the Early Termination Fee may take into consideration the individual factors of each case, it is held that the below general framework applies outright:

3.9.1. Where the goods and or services are that which are considered Standard, the Sum of the Termination Fee is 20% of the total value of the Sales Order Confirmation.

3.9.2. Where the goods and or services are those which are considered Customised, the Termination Fee is set at: 50% of the total order value for terminations made within 30 days of the SOC date; 75% of the total order value for terminations made between 30 and 90 days of the SOC date; and 100% of the total order value for terminations made 90 days after the SOC date. degree for calculation is dependent upon the degree of specialization which has been applied to the order and/or any additional cost accrued by ISISPACE due to Early Termination of the pending contracts and/or purchase orders with third parties.

3.9.3. Where some goods and or services may be understood to be categorized as both 3.9.1 and 3.9.2, the Sum of the Termination Fee shall be calculated in accordance with their individual breakdown under 3.9.1 and 3.9.2.

3.10. The parties understand and agree that in all instances of Early Termination, irrespective of the duration of time passing between the initiation of the Term, and its Termination, neither the Customer, nor any End User holds a right to any of the goods and or services purchased directly and, or, indirectly under the Order. It is further understood that any such goods or services, are the exclusive property of ISISPACE, with the singular exception existing wherein the goods or services are in fact the property of a third-party supplier. Thus, the Customer understands that neither it, nor any End User is entitled to any such goods or services.

3.11. The Parties agree to, under these Terms and Conditions, conduct themselves in a manner aligned with the spirit of the Agreement, as contained within the Sales Order Confirmation, such that the decision to terminate the Agreement in accordance with this Article 3 is taken as a solution of last resort.

3.12. The obligation and provisions of these Terms and Conditions, shall survive what is understood to be the end of term or any termination which has been made under this Article 3 and shall remain in force.

4. OBLIGATIONS

CUSTOMER OBLIGATIONS:

4.1. The Customer shall provide in a Timely Manner, as defined under Article 1, any and all information which may be requested by ISISPACE as deemed necessary for the completion of the order in full, as framed by these Terms and Conditions and any subsequent agreements made between the Parties, understanding and agreeing that the effect of not doing so may, in exception to the provisions under Article 6, extend the Leadtime and may result in additional cost experienced by ISISPACE, provision for which is contained under Article 5 of these Terms and Conditions.

4.2. The customer shall provide in a Timely Manner, as defined under Article 1 an End User Statement, with an accompanying Mission Statement, both of which detail their intentions with the goods and or services purchased. The customer understands that this is a mandatory set of documents, without which, the order cannot progress. Should the customer fail to provide these documents, ISISPACE may, pursuant to Article 3.5, elect not to continue with the Agreement.

4.3. The Customer shall make payments to invoices connected to their order in accordance with Article 5. As detailed therein, payment must be made in full and with the inclusion of any additional connected fees.

4.4. The Customer shall make payment of the Invoice in Euro, unless mutually agreed and accounted for under the Invoice.

4.5. The Customer shall provide registration information in advance of the point of Order Confirmation to ISISPACE with the understanding that it will be used on the Invoice.

4.6. The Customer shall act at all times, in Good Faith, in accordance with the Terms and Conditions of the Agreement. Failure to do so constitutes a breach of obligations under this Agreement.

ISISPACE OBLIGATIONS:

4.7. ISISPACE shall, in accordance with Article 7, and as further prescribed throughout the articles of these terms and conditions maintain the Leadtime stated within the Sales Order Confirmation. Where this Leadtime is no longer viable, ISISPACE will inform the Customer of the delay, and where it is possible, provide an alternative date. ISISPACE shall in Good Faith and to the best of their ability endeavour to minimize Leadtime delay and provide pro-active information, but it is understood by the Parties in accordance with Article 12, that such provision may not be possible at all times.

4.8. ISISPACE shall issue to the Customer the End Item Data Pack (EIDP) related to their order, where applicable.

4.9. ISISPACE shall complete their responsibilities as laid out under Article 6. This is understood to be specific to the incoterms and detailed text of the SOC, and subject to Article 12.

4.10. ISISPACE shall provide the appropriate technical support to orders which have been delivered to the Customer, in accordance with Article 9 of these Terms and Conditions and ISISPACE’s Warranty and After Care Policy.

4.11. ISISPACE by means of reasonably employed efforts, endeavour to inform the Customer within a timely manner, of any foreseen restrictions related to the supply of the goods and or services under the Agreement, including where applicable, the obtainment of permits or licenses for special exportation, in accordance with Article 6.

4.12. ISISPACE shall, to the degree of that which is deemed reasonably possible, maintain active contact with the Customer on requests with regard to the progress of their order. They shall also inform the Customer of Notice periods which are contained under Article 5, of these Terms and Conditions. Where it is unclear whether receival of such Notice has occurred, under instances of non-response on the part of the Customer, ISISPACE’s obligation Article 4.12 is deemed concluded under the following framework:

4.12.1. Where ISISPACE has attempted contact with three persons identified by the Customer.

4.12.2. Where three such persons have not been elected by the Customer, the use of a general contact point, for example a company enquiry or information email address where the Customer is a commercial entity, or department specific helpdesk where the Customer is academically based is deemed sufficient.

4.12.3. Under both 4.14.1 and 4.12.2, it is not the obligation of ISISPACE to ensure the response of the Customer, and moreover, any lack of response within the timeframe specified under Article 5 and /or Article 6 on the Part of the Customer shall not be held to have any blocking effect to the considered completion of this Article 4.14, and by consequence the application of Article 5 and /or Article 6.

THE PARTIES’ JOINT OBLIGATIONS:

4.13. The Parties in Good Faith endeavour to uphold their obligations as prescribed under these Terms and Conditions. Where obligations have been breached, the Parties shall seek one another out, and work together to find a suitable solution, by means of mutual agreement as prescribed herein. Where this is no longer deemed reasonably viable, the parties as a Solution of Last Resort, may decide to pursue a means of redress in accordance with Article 13.

4.14. In general, departures from the obligations of Article 4 are only deemed valid upon the mutual agreement of the parties, authorized by written agreement between ISISPACE and the Customer.

5. PRICE AND PAYMENT

5.1. All prices stated in the offer are given in Euro, excluding VAT, unless otherwise formally agreed between the parties in accordance with Article 4.4 and Article 5.3. In accordance with Article 6, the parties understand that unless otherwise formally agreed, shipment is understood to holds its own cost and is excluded from the order’s pricing. All costs associated with shipment including but not limited to freight, packaging, insurance and customs duties, are understood to be excluded from the pricing. ISISPACE shall, in Good Faith and, to the best of their ability, endeavour to provide timely Notice to the Customer of the expected, or, where applicable, actual shipping cost.

5.2. In certain instances, ISISPACE may elect to apply a standard Administrative Fee. Such instances may be for cases of breach of obligations by the customer under these Terms and Conditions, in particular with respect to Article 4 and 5. This fee may also be applied for cases which require additional administrative action by ISISPACE, such as those outlined under Articles 5.3, 5.8 and 5.12. Following Article 4.12, ISISPACE shall, in good faith, endeavour to provide Notice to the Customer of the expected, or actual application of this fee.

5.3. Payment of any invoices issued by ISISPACE must be made in EURO, in accordance with the payment terms set out in the Sales Order Confirmation. As per Article 4.4, the parties understand that in order to make payment in an alternative currency, such as USD, the parties shall formally agree to do so. The parties understand that such an alternative currency must be stated in the Sales Order Confirmation.

5.4. Payment shall be made via Wire Transfer. It is understood that the credit date of ISISPACE bank account serves as the official date of payment.

5.5. The Work as commissioned under the Sales Order, for the production of goods or supply of services, shall not commence until full first milestone payment has been received from the Customer by ISISPACE as agreed under the payment terms and Milestone Payment Structure of the Order. It is agreed that time passing during the period for which an invoice is Overdue shall be added on to the Order Leadtime, as standard.

5.6. ISISPACE is entitled to bill the Customer on a regular basis for work that has been done, in accordance with the Payment Terms and Milestone Payment Structure of the Order.

5.7. Payment of invoices issued under the Order is expected to be paid by the Customer in Good Faith. This includes but is not limited to honouring the date for payment, the currency and means of payment which has been agreed to under the Order.

5.8. Should the Customer require ISISPACE to make use of a payment portal in order to issue invoices, they shall inform ISISPACE prior to the start of the term.

5.9. The Customer shall provide the appropriate technical assistance where necessary which shall continue to the point where open actions are concluded to the satisfaction of both parties. It is understood that such open actions inhibit the successful submission of invoice by ISISPACE and consequent payment of said Invoice by the Customer, are resolved in a timely manner as described. It is understood that such interruptions do not have the effect of pausing the payment schedule. Thus, it is understood that without exception, the due date stated in the Invoice remains as the deadline for which payment is to be affected.

5.10. Where use of a Customer Payment Portal is found not viable, including but not limited to instances of continued technical difficulties, understood to prevailed past a period of 7 days, the Customer shall make alternative, appropriate and expedient arrangements for payment.

5.11. It is understood that ISISPACE shall make no payment towards membership or access fees to Customer platforms. Should payment of such a fee be necessary as an unavoidable requirement for platform use, it is understood by the parties that the value of this fee shall be included in the invoicing of the Order and paid by the Customer exclusively.

5.12. If the Customer does not meet the payment of invoices issued by ISISPACE prior to the due date, the invoice shall be considered overdue, engaging ISISPACE’s late payment policy, as standard.

6. DELIVERY

6.1. As per Article 1, the period of time between Sales Order Confirmation and targeted delivery is understood by the Parties to be the Leadtime. It becomes active upon the point at which payment of the first milestone has been received. At this point, ISISPACE shall issue a receipt of payment and confirm the expected Leadtime. The parties thus agree that in the absence of such payment, the work shall not begin.

6.2. ISISPACE undertakes to, in good faith and to the best of their ability, abide by the Leadtime stated in the Sales Order Confirmation. Structural and/or excessive failure to adhere to this undertaking, not being caused by factors that qualify as Force Majeure in accordance with Article 12 of these Terms and Conditions, is understood to allow for the customer to request the application of the Penalty Clause, as prescribed under Article 7.

6.3. The incoterms associated with Sales Order delivery are provided for under the Sales Order Confirmation.

6.4. Unless the Customer arranges for shipping independently from ISISPACE, ISISPACE will select a shipping agent for the transport of goods and documents, at the expense and risk of the Customer.

6.5. If the Customer requests a deviation from standard delivery procedures, ISISPACE may charge the Customer for any additional expenses incurred in the arrangement of delivery.

6.6. If partial deliveries are made within an agreement, ISISPACE has the right to consider each delivery as an independent transaction the cost of which the Customer may be liable to pay, dependent on the mutual agreement of the parties.

6.7. When required, ISISPACE shall return goods delivered to ISISPACE in order to complete the agreed activities within one month after termination of the Agreement, at the expense and under the Customer’s risk and liability, unless expressly agreed and stated otherwise in writing.

6.8. ISISPACE has the right to keep in its possession any data, equipment, and/or other goods, either or not owned or partly owned by the Customer, for as long as the Customer fails to fulfil its obligations under the Agreement, the Order, and/or these Terms and Conditions.

6.9. For items which are subject to import/export licensing, the Customer shall, as detailed under Article 4, provide ISISPACE with all necessary documentation and information which is so required to complete the application and obtainment of such a license. ISISPACE shall employ their best reasonable efforts to obtain the required license within the confines of the order’s Leadtime. The parties understand however that this action may have the effect of delaying the Leadtime regardless of the actions of the Parties. Such a delay is subject to the timeframe of the appropriate authorities, any expedition of such is understood to be out of the control of ISISPACE. Thus, it is the Agreement of the parties that even in cases of significant and unprecedented departure to the Leadtime under this article, ISISPACE is not held liable, nor understood to be in breach of their obligations as outlined under this Article 6 or Article 4.

6.10. ISISPACE shall employ reasonable efforts to ensure that all information pertaining to the consignee address, contact information are to the customer’s satisfaction. ISISPACE shall also make known to the consignee in advance of the shipment, through inclusion on the draft shipment documentation, the required Harmonized System (HS). It is understood by the parties that it is the decision of ISISPACE as to which codes are most appropriate to use. The Customer shall as a matter of personal diligence note the code which is listed prior to the finalization of the documentation and make known to ISISPACE if there is any reason for which this must be changed. It is understood by the parties that based on the case made by the customer, ISISPACE may elect to use a different code as suggested by the customer but is ultimately not obliged to do so. The parties further understand that it is a strict requirement that prior written approval is granted by the customer of the draft shipment documentation. ISISPACE shall therefore, in good faith, not ship the package without receiving such approval. With this, where it arises that the Customer retroactively makes known that these details previously approved require alteration, ISISPACE may make reasonable efforts to accommodate the request, but are ultimately not liable for any issues which may be experienced in transit.

6.11. It is understood by the parties that orders which are made under the term Ex Works are to be considered delivered at the point at which they are confirmed ready for collection by ISISPACE. This point in time is defined under Article 1. At this confirmation, where are any additional milestone payments under the order tied to the delivery, the associated invoices may be issued by ISISPACE. Any delay experienced past this point associated with the collection shall not have an impact upon the due date stated in the invoice in any way. Invoices for milestones associated with delivery may occur both throughout the order and upon its last delivery through to subsequent completion. This Article 6.11 shall apply equally at both instances.

6.12. In cases where the Customer has elected to arrange the order shipment, but upon the point of collection readiness requests that ISISPACE arrange the shipment in their stead, the Customer shall cover all associated costs with the shipment, in accordance with this article 6.

6.13. It is understood and agreed that up until the point of contract fulfilment, goods at the premises of ISISPACE, are considered the sole and exclusive property of ISISPACE. It is further agreed that for goods which reside at the premises of ISISPACE, period longer than 30 days past the date of Contract fulfilment storage fees may apply. Where goods are held at the premises of ISISPACE for a period longer than 6 months, following reasonable efforts by ISISPACE as prescribed under ISISPACE obligations herein; to make contact regarding goods collection, the ownership of goods shall revert to ISISPACE.

6.14. Unless otherwise mutually agreed between the parties prior to shipment, should any issues arise during the course of order delivery, including but not limited to instances of damage or misplacement, ISISPACE is not liable, as it is understood that it is the Customer’s responsibility to have a suitable transport insurance in place. ISISPACE may as an act of courtesy volunteer to assist the Customer in navigating the challenges to a reasonable degree. Such efforts are understood in this way to be a courtesy and act of kindness and not a legally binding obligation for which ISISPACE can be held liable for any damage or losses suffered by the Customer.

6.15. It is understood that under the scope of these Terms and Conditions, the parties agree that ISISPACE is not, as a legal requirement, obligated to provide replacement for any goods which were lost or damaged during transport and/or further handling by the Customer. The parties understand that such instances are covered by ISISPACE’s Warranty and After Care Policy, which will be provided by ISISPACE on the Customer’s request. ISISPACE and the CUSTOMER may come to a solution to replace the missing or damaged goods which may include temporary or permanent replacements, whereby ISISPACE shall not be obliged to provide exact replicas, nor to reimburse the Customer part of the cost of the goods in question, nor deliver replacements at a discount.

7. PENALTY CLAUSE
7.1. The Parties understand that ISISPACE shall, in accordance with its obligations, under Article 4, and in line with the conditions of Article 5 herein, maintain the Order Leadtimes, as stipulated under the Sales Order Confirmation. It is agreed that by this, failure to do so shall invoke the application of this Article 7, the so called “Penalty Clause”.

7.2. Unless otherwise agreed between the parties, upon the point at which the goods are understood to be overdue for a period which amounts in total to 30 days.

7.3. From the point at which the Penalty Clause becomes active under Article 7.2, the customer may elect to impose upon ISISPACE a Penalty Fee.

7.3.1. The parties understand the Penalty fee is calculated at 1% of the value of the delayed goods or services and shall accumulate on an individual weekly basis. It is understood that the provisions under this article do not provide for instances of compound interest, with the total amount charged to ISISPACE over time not exceeding a value 15% of the total order value. Should this maximum point be found to be exceeded, then the parties shall come together to discuss alternative forms of resolution.

7.3.2. It is the right of the customer thus to issue ISISPACE with an invoice for any such Penalty Fees, as dictated by the conditions of this Article.

7.3.3. The parties agree that invoices issued pursuant to this Article 7 hold the payment term of NET 30 days and shall be officially submitted to ISISPACE Finance Department.

7.3.4. It is understood that the period for which a Penalty Fees is applicable shall terminate at the point at which the goods are classified as Ready for Shipment, as such no new application of the fee shall apply.

7.4. The Parties agree that this Penalty Clause shall not apply to cases where a Force Majeure event has occurred.

7.5. The Parties further agree that where there are material reasons for which a deviation or delay has occurred in the Leadtime, including but not limited to provisions contained under Article 6, this Penalty Clause shall not apply, or where both Parties have contributed to the occurred delay.

7.6. It is understood that this Article 7 is harmonious to all other provisions laid out under these Terms and Conditions.

7.7. All factors herein considered, the parties undertake to interact with both the provisions of this Article 7 in Good Faith, both holding the joint aim of working towards Order Shipment at the earliest ever possibility.

8. CONFIDENTIALITY

8.1. Materials provided by ISISPACE to the Customer are understood to be the Intellectual Property of ISISPACE, where conditions of confidentiality apply. These may include but are not limited to: designs; drawings; samples; descriptions; and images. The Material remains the intellectual and industrial property of ISISPACE, or Supplier, where applicable. In cases where the Materials provided by ISISPACE to the Enquirer are understood to be the intellectual and or industrial property of a Third-Party Supplier, it is understood that such material remains the intellectual and industrial property of the supplier. In both instances, the material must be returned to ISISPACE immediately on ISISPACE’s request. Distribution of the material, in absence of the express, written approval of ISISPACE, by the Enquirer, and or Customer to third parties is strictly prohibited. The Intellectual and Industrial Property rights of the material are reserved to ISISPACE only and are non-transferrable.

8.2. All information exchanged, all documents, and all goods made available within the scope of the order, including those that are not specified as confidential, are, and shall remain the property of the supplying party. Such materials will be returned to that party immediately on termination if party so requests.

8.3. As indicated by Article 4, ISISPACE holds an obligation of confidentiality towards the Customer. This obligation asserts that ISISPACE must hold confidential all information provided by the Customer for a maximum period of three years. This obligation does not apply to instances where:

8.3.1. The Information in question is already in the possession of ISISPACE at the time at which such information is made available to ISISPACE by the Customer.

8.3.2. The Information in question is in the public domain at the time at which the information is made available to ISISPACE by the Customer.

8.3.3. The Information has been legitimately acquired by ISISPACE from a third party.

8.3.4. The Information in question has entered into the public domain, by means other than of illegitimate actions by ISISPACE, after the date it was made available to ISISPACE.

8.3.5. Where the disclosure of certain information pertaining to the Customer by ISISPACE to a third party such as, but not limited to: a supplier; forwarding agent; or governmental or export authority, is a basic or unavoidable requirement in order to secure the consequent action by said third party. In such cases ISISPACE shall in Good Faith endeavour to inform the Customer of such a disclosure but is not strictly required to do so. An example of such a case is where disclosure of such information is required in order to make a booking for shipment. In such cases, the parties are understood to hold a pre-existing reasonable assumption that such a disclosure shall take place, allowing ISISPACE to act in a manner reasonably uninhibited as described under this Article 8.3.5.

8.3.6. Where maintaining the confidentiality of information is contrary to any applicable law. This applies to both instances where the maintenance of such confidentiality does in fact, or holds the potential to act contrarily to any applicable law, ISISPACE may make this known to the Customer in advance. The Parties however understand and agree that the act of ISISPACE serving the Customer with Notice is not an obligation.

8.3.7. Where maintaining the confidentiality of the information may result in danger for persons, materials, the environment or to public health. ISISPACE under its best efforts will make known to the Customer the perceived risk of such danger at the point at which it has been identified. the parties understand and agree that in order to prevent the actual of potential occurrence of such a danger, the advance warning served by ISISPACE to the Customer may not be possible. The parties agree that under this Article 8.3.7, the action which takes presence is that which prevents the occurrence of danger.

8.4. These Terms and Conditions are to be strictly interpreted in line with all rules and obligations which are released by the European Union. This includes the obligations laid down by the General Data Protection Regulation, the “GDPR” (EU) 2016/679. The Parties therefore agree to take all reasonable measures to observe the obligations prescribed by EU regulations.

8.5. The Parties may enter into an agreement of non-disclosure (“NDA”) prior to the initiation of and during the term of the order. The parties understand that any such NDA is governed by these Terms and Conditions and works in accordance with this Article 8. In the case of any actual or potential ambiguity, these terms and conditions shall prevail.

8.6. The Customer shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the ISISPACE’s Proprietary Information.

8.7. Furthermore, a Party receiving confidential information as aforementioned, agrees and acknowledges that any breach or threatened breach of confidentiality will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, the Disclosing Party shall, to the extent possible under applicable law, be entitled to obtain an injunctive relief, or order of equal magnitude and application, against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages and without the need to post bond or other security.

9. WARRANTY
9.1. This Article 9 outlines the framework for the warranty, associated with goods sold under the Agreement, as supplemented by ISISPACE’s Warranty and After Care Policy. The parties understand and agree that, while ISISPACE may elect to make an exception to the terms and conditions contained under this Article 8, and the Warranty and After Care Policy, ISISPACE is not obligated to do so. Any warranty granted by ISISPACE only applies where the conditions outlined under this Article 9 have been satisfactorily met.

9.2. The Customer is held under Article 4 and this Article 9 to be responsible for the correctness and completeness of all information which may be needed for the completion of the goods under the order. ISISPACE shall therefore not be liable for any damage or incompatibility in the event that the Customer provided incorrect and/or insufficient information.

9.3. ISISPACE shall put in its best efforts in the realisation of the Customer’s expected result, however, ISISPACE cannot guarantee the realisation of the expected result.

9.4. Customer complaints related to faults in delivered goods, whether externally perceptible or not, must be reported by the Customer to ISISPACE in accordance with the provisions of the ISISPACE Warranty and After Care Policy. Cases which fall outside of the defined filing period, or indeed are noted as causing the expiration of warranty, are not considered the responsibility of ISISPACE. ISISPACE are therefore not deemed liable for such cases.

10. LIABILITY

10.1. Neither ISISPACE nor persons acting on behalf of, or in connection with ISISPACE, are liable for any damage which is suffered in the completion of the agreed activities. It is only where the Customer can demonstrate beyond reasonable doubt that ISISPACE or persons acting on behalf of, or in connection with ISISPACE, knowingly carried out their actions in a manner constituting acts of gross negligence.

10.2. Neither ISISPACE nor persons acting on behalf of, or in connection with ISISPACE are liable for any damage suffered in relation to the goods and information delivered by ISISPACE to the Customer. This may include but is not limited to damage which is suffered by application or use of the goods and or information delivered.

10.3. Damages herein contained refer to damages resulting in death or physical injuries. It may also include but is not limited to material damage to the product; other property; indirect or consequential damages; or damage resulting in economic loss or lack of profit, sustained by whatever means.

10.4. As indicated in 9.1, where it can be proven beyond reasonable doubt that ISISPACE has acted in a manner categorized as grossly negligent, where actual damage has been suffered to the Customer, ISISPACE shall not, in any case be held liable to provide a monetary compensation for an amount which is higher than the total amount for the goods under the Sales Order Confirmation. Such monetary compensation is understood to be fixed at exactly the price held under the Sales Order Confirmation. With this, the price is neither subject to inflation nor currency-exchange rates. This condition shall be applied strictly, without exception. Furthermore, any monetary compensation to which the Customer may hold an entitlement within the scope defined under this Article 10, only applies to the value of the goods which have been proven to be affected, and which have been sold by ISISPACE to the Customer. This only applies to the goods thus, does not apply to the order as a whole.

10.5. ISISPACE shall not be liable for damages of any kind, and the Customer shall hold ISISPACE harmless against all claims made by third parties which relate to damages suffered by third parties of any kind, that derives from the use and application in any way relating to the goods and information delivered by ISISPACE to the Customer, unless such damages result from gross negligence by ISISPACE.

10.6. ISISPACE shall not be liable for damages of any kind regarding third parties.

10.7. The Customer shall hold ISISPACE harmless against all claims made by third parties which result from damages suffered by these third parties of any kind, following a violation of the rights of third parties in and under the laws of any jurisdiction, as a result of application and or use of the delivered information by ISISPACE.

10.8. Wherein the Customer seeks compensation of any kind, in connection to goods delivered, services provided, or any information associated, by ISISPACE to the Customer, such claims may only be made under the conditions of this Article 10, where it is found that such a claim cannot be made against third parties, including but not limited to a manufacturer.

10.9. All matters which relate to cases wherein the claim which has been made by the Customer to ISISPACE as to the quality of delivered goods, where ISISPACE have declared in writing that the basis of a claim to be well-founded and related to the quality of the delivered goods, shall be governed by Article 9 and 10 of these Terms and Conditions. Both the means of remedy and the framework for which this remedy shall be actioned are to be found within ISISPACE Warranty and After Care Policy. The selection of remedy and the means from which it comes to fruition is at the sole discretion of ISISPACE.

10.10. If the Customer has performed or ordered the performance of any repairs and/or modifications to the delivered goods without express consent in writing from ISISPACE, all obligations upon ISISPACE under Article 8, Warranty, or Article 10, Liability, expire immediately.

10.11. The Customer may not, without any prior written consent/authorisation from ISISPACE, return any goods to ISISPACE. In case of an unauthorised return of goods ISISPACE reserves the right to recover all and any expenses related to this return from the Customer. Including but not limited to the cost of freight, storage, and all costs associated with customs duties.

11. INTELLECTUAL PROPERTY

11.1. Unless specific agreements have been made and have been put down in writing, especially with respect to specific applications targeted by the product or services, all copyrights as well as any other right in intellectual or industrial property in knowledge and information generated by ISISPACE or its suppliers, irrespective of whether property or information is generated within the work area or timeframe of the offer, is owned exclusively by ISISPACE or its suppliers.

11.2. The Customer will hold user rights to all the knowledge and information required for the realisation, commercialisation, or utilisation of the outputs agreed in the offer or order.

12. FORCE MAJEURE

12.1. ISISPACE shall not be liable for any damage, delay, or failure in performance under these Terms and Conditions caused by any contingency beyond its reasonable control (‘a Force Majeure event’). A Force Majeure event may include; extreme environmental conditions, whether caused by natural circumstances or by man, unrest or hostilities of whatever kind, blockades, boycotts, disasters, epidemics, material scarcity, suspension or refusal of transportation and shipping, suspension or refusal of any governmental body to grant approvals or licences, such as but not limited to export licences, unexpected governmental interference and/or restrictions, change of laws and/or regulations, as well as any other circumstances that prevent the normal execution of the activities of ISISPACE and/or its relevant suppliers. In the event that ISISPACE is precluded from the fulfilment of obligations under these Terms and Conditions, ISISPACE may consider unfulfilled obligations or activities terminated, or suspended for a definite or indefinite period of time. Under such conditions, non-performance, seen to result from the Force Majeure event, shall not invoke any associated penalty.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. All legal relationships, transactions and agreements between the parties shall be governed by and interpreted in accordance with the laws of The Netherlands.

13.2. All disputes arising in connection with the Agreement, or further agreements resulting therefrom, shall be settled in accordance with the rules of The International Court of Arbitration. The Venue for arbitration shall be Amsterdam, The Netherlands. The proceedings shall be conducted in English.

13.3. The parties shall in Good Faith endeavour to work together at all times to solve all disputes arising within the scope of the Agreement, including but not limited to the failure of obligations which are outlined under Article 4.

13.4. As per Article 5, should the Customer default on milestone payments past the point of reasonable resolution, ISISPACE may elect to employ the services of a third-party entity, including but not limited to an agency specializing in debt collection. The parties agree to comply with the measures prescribed by this third party, with acts of non-compliance being understood to be a core breach of party obligation.

13.5. Where a resolution, mutually agreed to by the parties has not been reached within 30 working days, from the date which the point of contention officially identified, it is the prerogative of ISISPACE to issue official written Notice and engage formal Dispute Resolution Actions.

13.6. Where a resolution, mutually agreed to by the parties has not been reached within 60 working days, it is the prerogative of ISISPACE to issue an official letter to engage legal proceedings.

13.7. The Parties acknowledge that the usage of measures prescribed under this Article 13, are considered Solutions of Last Resort, engaged following the failure of reasonable, Good Faith intervention. It is the intention of the parties in entering this agreement to work harmoniously, respecting the terms and conditions put forth herein, where both parties are considered to be without fault, should any unforeseen situation occur. Wherein the employment of this Article 13 is deemed necessary, the Parties agree to conduct themselves in a manner deemed respectful, engaging with the other Party and the process at hand, in a meaningful way. This is understood to operate to a Degree of Reasonability.

ISISPACE WEBSITE TERMS OF USE

Welcome to the ISISPACE Website (“Website”), the corporate website of the ISISPACE Group. The following terms of use (“Website’s Terms of Use”) shall govern your use of the Website, please read them carefully. Your use of the Website indicates that you have read these Website’s Terms of Use and that you agree to them. If you do not agree, then you may not use the Website. These Website’s Terms of Use may change from time to time, and shall enter into force upon publication in the Website. Please note that these Website’s Terms of Use do not alter any other general terms and conditions or other agreements that you may have with ISISPACE and/or its affiliates (collectively: the “ISISPACE Group”).

Confidential and Proprietary Information

All the information that you may transmit to ISISPACE using the Website shall be deemed as non-confidential and non-proprietary information. If you wish to transmit to ISISPACE confidential and/or proprietary information, please be advised for the proper procedure, by contacting: sales@isispace.nl.

Personal Account

When applicable, the Website may allow you to login and create your own personal account. Your personal information in the personal account shall be managed by ISISPACE according to the Website’s Privacy Policy, available below. The ISISPACE Group shall not be responsible or liable for any loss of information you may save in your account. ISISPACE may, at any time and without notice, suspend or delete your account, subject to ISISPACE’ sole discretion.

Copyrights and Intellectual Property rights

All copyrighted and copyrightable materials on the Website, including, without limitation, the design, text, graphics, pictures, brochures, models, downloadable materials and other files (“Materials”) thereof are copyrighted, ALL RIGHTS RESERVED, by ISISPACE and/or the ISISPACE Group and its suppliers, services providers and any other third party engaged in contractual relations with the ISISPACE Group (“Contracting Parties”) when applicable. All the Materials are provided in order for you to learn more about the products or services featured on the Website, and about the ISISPACE Group and its Contracting Parties. Accordingly, you may not copy, reproduce, distribute, republish and display by any means any of the Materials featured on the Website. Further, you may not: copy, publish, or post any Materials on any computer network; modify or alter the Materials, and remove any copyright and other proprietary notices contained in the Materials. All the Materials are ISISPACE proprietary information, and some of the materials are protected with additional intellectual property rights. By accessing the Website, downloading or using the Materials you shall not acquire any property rights (including intellectual property rights) in such Materials.

Models

This clause contains specific provisions which are additional to the other provisions of these Website’s Terms of Use. The Website may provide you with certain computerized 3D product models, for your convenience. You may download the models and use them in order to learn more about the product (“Model’s Purpose”). Since these models are the proprietary information of ISISPACE or its Contracting Parties and are copyrighted or protected by any additional intellectual property rights, you may use the models solely for the Model’s Purpose. Any other use of the models shall cause a violation of these Website’s Terms of Use and may infringe ISISPACE Group and/or its Contracting Parties intellectual property rights. By downloading and using the models you shall not acquire any property rights or license in such models. For the avoidance of doubt, the ISISPACE Group shall not be responsible or liable for any designs, plans, and/or other models you may create with reliance on the models which may be featured on the Website.

Links

The Website features links to websites other than the Website for your convenience. ISISPACE is not responsible or liable for the information displayed on such websites. Further, ISISPACE did not review some of the products or information that may be featured in such links, and thus, does not necessarily endorse the content of these websites. Moreover, ISISPACE has no control over the content of the websites and is not responsible to any change thereto.

Sales and Services

ISISPACE shall not be obligated to perform a sale of any of the featured products or services on the Website. The decision of not performing a sale or providing a service is subject to the sole discretion of ISISPACE. The prices of the products or services featured on the Website, including any “special offers” when applicable, may change without notice, and possibly may not be updated. The availability of the products or services featured on the Website may change without notice. Some of the products or services featured on the Website may not be available in your country. If not indicated otherwise, the sale of any products or services shall be made according to the provisions of the “General Terms and Conditions”.

Warranty

The website, including all of the associated data, information, documents, materials and model, is provided by ISISPACE “as is” and without any warranty or condition, express, implied or statutory. ISISPACE does not warrant that the website is error-free, that it shall operate uninterrupted or that it shall meet your requirements. ISISPACE disclaims any and all warranties, whether expressed or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability and non-infringement. ISISPACE is not obligated to operate or update the website.

Limited Liability

in no event shall ISISPACE or its contracting parties be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted requests or other economic advantage, however caused and whether in contract (including fundamental breach), tort (including negligence) or otherwise, arising out of or related to the use of or the inability to use the website.

Applicable Laws

The ISISPACE Group consists of Dutch companies. Accordingly, the use of the Website is governed by the laws of the Netherlands. You may not use the Website in any manner violating the laws of the Netherlands, and ISISPACE shall not act, with respect to the Website, in any manner violating such laws. In particular, ISISPACE shall not export or re-export any products or information relating to such, in case such activity is forbidden or restricted by the laws of the Netherlands. The Website is a platform for international cooperation between ISISPACE and certain Contracting Parties. Each of these Contracting Parties may be subject to local laws that may forbid or restrict export or re-export activities. ISISPACE shall not be responsible or liable for any activities made by the Contracting Parties with respect to their local applicable laws. The Website is also a platform for international customers. When you, the customer, contact ISISPACE with respect to any of the products or services featured on the Website, you are deemed to do so with full compliance to your local laws and at your own responsibility.

Severability

In case a provision of these Website’s Terms of Use is deemed to be void, unenforceable or unlawful, it shall not affect the rest of the provisions of these Website’s Terms of Use which shall remain in full force.