Terms of Sale

These Terms of Sale (“Terms”) govern all purchases of products and services (“Parts”) made by a customer (“You”) from Leaf3 Europe BV (“Leaf3”).

1. General

1.1 Agreement to Terms

By submitting an order for Parts (“Order”) with Leaf3, You agree to and are bound by these Terms. If you do not agree with these Terms, you should not place an Order.

1.2 Precedence of Terms

If there is any inconsistency between the provisions of an Order and these Terms, these Terms shall take precedence. Any additions, modifications, or replacements to these Terms will not bind Leaf3 unless specifically accepted in writing by Leaf3, even if such changes are included in an Order. All such non-binding terms are hereby rejected by both parties.

1.3 Consumer Rights

When these Terms apply to a scenario where You are a consumer rather than a business customer, certain provisions may not be applicable to You. In such cases, these Terms apply only as far as permissible under consumer law, and Your rights under those laws remain unaffected. As Your Orders are customized, no statutory or other rights of withdrawal or cancellation are applicable.

2. Orders

2.1 Accuracy of Details

You are responsible for ensuring that all details provided in a quotation request or Order are accurate and that the specifications comply with any instructions from Leaf3, considering all manufacturing and other limitations outlined on Leaf3’s website (https://www.leaf3.eu) or otherwise communicated to You.

2.2 Order Requests

Orders placed by You are requests and do not obligate Leaf3. Leaf3 has the sole discretion to accept or reject any Order and is under no obligation to do so until it has explicitly accepted the Order.

2.3 Binding Commitment

Once accepted by Leaf3, an Order becomes a binding commitment for You to purchase the Parts described. Orders are deemed accepted by Leaf3 only upon written confirmation or fulfillment of the Order. Leaf3’s lack of objection to terms contained in any Order should not be seen as a waiver of these Terms or acceptance of any conflicting terms. Leaf3 may perform a credit check on You and may require prepayment or another form of payment assurance before accepting an Order. An Order is binding on Leaf3 only if there are sufficient resources available to fulfill the Order within the specified timelines and the Order was not accepted based on incorrect information, such as pricing or specifications. If these conditions are not met, Leaf3 reserves the right to cancel the Order and will refund any payments made.

2.4 Minor Variations

Leaf3 is permitted to make minor variations regarding color, quantity, size, or hardness of the Parts unless expressly agreed otherwise in writing.

2.5 Changes to Orders

Changes to an Order after placement require Leaf3’s approval and may incur additional charges.

2.6 Cancellation

Once the order is confirmed and in fullfilment, as Parts are manufactured to Your specifications (made to order), the Order cannot be canceled.

3. Subcontracting

3.1 Use of Subcontractors

You acknowledge and agree that Leaf3 may use its global network of vetted subcontractors to fulfill Your Order.

3.2 Direct Deliveries

Deliveries may be made directly from a Leaf3 subcontractor to You, and not necessarily via Leaf3, making it crucial that You inspect the Parts immediately upon receipt and notify Leaf3 of any discrepancies as specified in sections 8.5 and 8.6.

4. Pricing

4.1 Prices and Taxes

All prices quoted by Leaf3 are exclusive of VAT or any other taxes, fees, or duties unless explicitly stated otherwise. You are responsible for all taxes associated with the Order (excluding taxes based on Leaf3’s income). Without limiting this responsibility, You must pay all applicable taxes charged by Leaf3 in addition to the quoted prices.

4.2 Changes to Cost Factors

If there are any changes to cost factors, Leaf3 reserves the right to pass these costs on to You.

4.3 Special Packaging or Shipping Instructions

If Leaf3 agrees to special packaging or shipping instructions, You will be liable for any resulting additional charges as indicated by Leaf3.

5. Payment

5.1 Payment Terms

Unless prepayment is required, all invoices must be paid within 30 days of the invoice date.

5.2 Separate Invoices

Leaf3 may invoice parts of an Order separately.

5.3 Tooling Costs

For Orders that include tooling, Leaf3 may require upfront payment for tooling costs.

5.4 Advance Payment

Leaf3 may request an advance payment before proceeding with an Order. Leaf3 is not responsible for delays in fulfilling an Order caused by delayed payments from You.

5.5 Payment Methods

Unless otherwise agreed, payments must be made by credit card or bank transfer as specified by Leaf3, with all associated costs borne by You.

5.6 Full Payment

All payments due under these Terms must be made in full without deductions, and You are not entitled to any setoff rights. Leaf3 may offset any amounts owed to You against any amounts You owe to Leaf3.

5.7 Late Payment

If any payment is not made when due, late payment interest of 2% per month, or the maximum rate permitted by law, whichever is less, will be charged from the due date until full payment is received.

5.8 Suspension of Delivery

Leaf3 may also suspend delivery or prevent further Orders in the event of overdue payments.

6. Specifications of Parts and Tooling

6.1 Provision of Accurate Data

You are responsible for providing Leaf3 with accurate and complete 3D CAD data or 2D technical drawings for the production of Parts and tooling. All relevant files must be uploaded to the quote page or, for special Orders, provided in the agreed manner. Leaf3 is not obligated to review the specifications, data, or drawings You provide.

6.2 Use of Provided Data

Leaf3 uses the provided 3D CAD data and 2D technical drawings to produce Parts and tooling. If both are provided, the 2D technical drawings will take precedence, provided they were supplied before order acceptance or unless otherwise agreed. Leaf3 is not responsible for discrepancies between the 3D CAD data and technical drawings.

6.3 Threads and Tolerances

If an Order includes threads or specific tolerances, You must provide a technical drawing with the specifications, ensure this is noted in the quotation request, and check that the Order reflects these specifications accurately.

6.4 Liability for Design and Data

Leaf3 disclaims all liability for incorrect designs, non-assembling Parts, Parts with defects such as sink marks or warping, or improperly provided 3D CAD data or technical drawings.

6.5 Material Selection and Suitability

Leaf3 is not liable for material selection or suitability for Your application and is not responsible for the fit or assembly of Parts unless specifically agreed in writing.

7. Tooling Ownership and Storage

7.1 Ownership of Tooling

All custom tooling created for Your Parts is Your property, but reusable proprietary components remain Leaf3’s property. Custom tooling will stay at Leaf3’s production facility.

7.2 Tooling Guarantee

While Leaf3 continues to produce Parts for You, Leaf3 will guarantee the tooling for its agreed lifespan. Leaf3 may repair or replace worn or damaged tooling at its expense within the agreed lifespan.

7.3 Destruction of Tooling

After two years of inactivity, Leaf3 may, at its discretion, destroy the tooling.

8. Delivery, Inspection, Acceptance, Complaints, and Retention of Title

8.1 Shipments

Shipments are handled by a commercial carrier selected by Leaf3, with delivery costs prepaid by Leaf3 and added to Your invoice.

8.2 Delivery Dates

Leaf3 will make reasonable efforts to ship Orders on the agreed dates, but these dates are estimates only. Leaf3 accepts no liability for shipping or delivery delays.

8.3 Suspension of Delivery

Leaf3 may suspend delivery obligations if there are reasonable grounds to doubt Your ability or willingness to fulfill payment or other obligations under these Terms.

8.4 Inspection and Notification

You must inspect the Parts immediately upon receipt and notify Leaf3 in writing within five (5) working days if any Parts are missing, incorrect, or damaged. If no notification is made within five (5) working days, the Parts will be deemed accepted, non-returnable, and non-refundable.

8.5 Modification of Parts

If You modify the Parts without Leaf3’s written consent after delivery, the Parts will be deemed accepted, non-returnable, and non-refundable.

8.6 Return of Defective Parts

If You wish to return defective, incorrect, or damaged Parts, You must comply with Section 8.5 and return them within ten (10) working days from delivery, unless otherwise agreed in writing by Leaf3. Parts returned after this period will not be processed or refunded.

8.7 Retention of Title

Leaf3 retains ownership of the Parts until full payment is received, at which point ownership transfers to You.

8.8 Returns

Returns are only allowed for defective, incorrect, or damaged Parts, and must comply with the conditions outlined in Section 8.6. Since the Parts are custom-made for You, they cannot be returned for any other reason.

9. Intellectual Property Rights and Publicity

9.1 Marketing Use

By placing an Order, You permit Leaf3 to use Your trademarks, logos, and name for marketing purposes, such as mentioning You as a customer on its website or in promotional materials. If You are a natural person, Leaf3 will not use Your name, and Your confidential content will remain protected under these Terms.

10. Your Representations

10.1 Authority and License

You represent and warrant that (i) You have the authority to provide all data, documentation, drawings, and specifications, (ii) You are authorized to grant the license mentioned in Section 9, and (iii) the Order and the production, shipping, and sale of Parts by Leaf3 do not violate or infringe any third-party rights or laws.

10.2 Legal Capacity

You also confirm that You are authorized to place the Order and can enter into legally binding agreements. Orders can only be placed by individuals aged 18 or older who can form legally binding contracts.

10.3 Compliance with Laws

Furthermore, You represent and warrant that (i) Your Order does not contain firearm parts or other weaponry, (ii) Your Order and the production, shipping, and sale of the Parts by Leaf3 do not violate export control laws, and (iii) Your Order does not include critical components for specific applications like aerospace or medical.

10.4 Use of Parts

You also affirm that Parts will be used in compliance with all applicable laws. You will not directly or indirectly engage in any prohibited transactions with Parts or related technology without obtaining the necessary government authorizations.

11. Force Majeure

11.1 Events Beyond Control

Leaf3 will not be liable for delays or failures to perform any obligations due to events beyond its control, such as war, natural disasters, strikes, supplier failures, or other force majeure events.

11.2 Suspension or Cancellation

Leaf3 may suspend or cancel an Order if such an event occurs, without being liable for damages.

11.3 Payment Obligations

This does not relieve You of Your payment obligations for any amounts due.

12. Disclaimer of Warranties

12.1 As-Is Basis

The parts and tooling are provided “as is,” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, which are expressly disclaimed to the maximum extent permitted by law.

13. Limitation of Liability

13.1 Limitation on Damages

To the fullest extent allowed by law, Leaf3 shall not be liable for parts not being available for use, lost profits, business losses, or other economic damages.

13.2 Exclusion of Indirect Damages

Leaf3 will not be liable for any indirect, special, incidental, or consequential damages arising out of or related to these terms, even if advised of the possibility of such damages.

13.3 Liability Cap

Leaf3’s total liability under these terms shall not exceed the amounts paid by you to Leaf3 under the order in which the liability arose.

13.4 Exclusions

Nothing in these terms is intended to limit or exclude liability for willful misconduct or gross negligence by Leaf3.

13.5 Jurisdictional Limitations

Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, sections 12 and/or 13 may not partially or entirely apply to you. To the extent that any such limitation or exclusion of liability or warranty is circumscribed, it shall be limited to the least extent possible under applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

14. Indemnification

14.1 Indemnity Obligations

You agree to indemnify and hold Leaf3 and its affiliates harmless from any losses, liabilities, penalties, third-party claims, or expenses (including reasonable legal fees) arising from:

14.1.1 Breaches

Breaches of the Order or these Terms by You;

14.1.2 Actions or Omissions

Any actions or omissions by You related to the Order or these Terms;

14.1.3 Use of Parts

Any use, distribution, or sale of Parts;

14.1.4 Third-Party Claims

Any third-party claims related to the Order, production, shipping, sale, or data provided by You.

14.2 Defense of Claims

You will defend Leaf3 against any such third-party claims at Your expense using counsel reasonably acceptable to Leaf3, and you will not settle any such claims without Leaf3’s consent. Leaf3 may participate in the defense with its own counsel at its expense.

15. Confidentiality

15.1 Non-Disclosure

Leaf3 shall not disclose, and shall procure that its employees and (sub)contractors shall not disclose, any data (including 3D CAD data), documentation, drawings and specifications provided by You, other than as reasonably necessary to carry out Your Order. This restriction will not apply in the event of a legal obligation or duty to disclose the information, or when the information is or becomes (publicly) known or is independently developed by Leaf3, its employees or its contractors without the use of such information, or if the information is disclosed to Leaf3 by a third party.

15.2 Use of Trademarks

You may not use Leaf3’s trademarks or publicly reference Leaf3 without prior written consent.

16. Termination

16.1 Right to Terminate

Leaf3 reserves the right to terminate Your Order immediately if:

16.1.1 Bankruptcy or Liquidation

You are declared bankrupt, undergo liquidation, or cease operations.

16.1.2 Breach of Terms

You breach these Terms.

16.2 Consequences of Termination

Upon termination pursuant to Section 16.1, Leaf3 has no obligation to deliver Parts, and any payments made by You are nonrefundable. Any outstanding amounts owed to Leaf3 become immediately payable.

16.3 Customer Termination

You cannot terminate an Order except as specifically allowed in these Terms.

17. Miscellaneous

17.1 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will still be enforced.

17.2 Joint Drafting

These Terms should be construed as if drafted jointly by both parties and not against either party.

17.3 Waiver

Failure to exercise any right under these Terms does not waive that right.

17.4 Binding Effect

These Terms are binding on successors, heirs, and assigns.

17.5 Notices

Notices under these Terms must be sent by prepaid courier to the address provided, and are effective upon receipt.

17.6 Entire Agreement

These Terms, along with an accepted Order and the Privacy Policy, constitute the entire agreement between the parties.

17.7 Survival

All provisions within these Standard Terms of Sale which by their nature are intended, whether express or implied, to survive the termination or the expiration of an Order, including but not limited to Your payment obligations and Sections 7, 9, 10, 12, 13, 14, 15, 17 and 18 shall survive.

17.8 Amendments

Changes to these Terms may only be made in writing accepted by both parties, except that Leaf3 may change these Terms at any time for future Orders.

17.9 Privacy Policy

Information on how Leaf3 processes Your data is found in the Privacy Policy.

17.10 Independent Contractors

The parties’ relationship is solely that of independent contractors, and neither party, nor its employees, agents or representatives shall be considered employees, agents, partners, franchisees, owners, joint venturers or representatives of the other party.

18. Governing Law and Jurisdiction

18.1 Governing Law

The laws of The Netherlands govern these Terms, excluding its conflict of law rules. The UN Convention on the International Sale of Goods is excluded.

18.2 Jurisdiction

Any disputes related to these Terms or the relationship between You and Leaf3 shall be brought exclusively to the courts of The Netherlands, and both parties waive any objection to the jurisdiction of those courts.