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Draft for legal review

Terms of cooperation for manufacturing partners

Version 2026-10-v4Polish version (binding)

The rules on which a manufacturing partner (hereinafter: Partner) makes parts as a subcontractor of HexoParts. Details, including contractual penalties, are set out in the framework agreement signed after the Partner's verification. In case of any discrepancy, the framework agreement prevails.

This English version is a translation provided for convenience. The Polish version is binding and prevails in case of any discrepancy.
This is a working draft. The content must be reviewed by a lawyer, and the fields highlighted in yellow must be completed before sales start.

§ 1. Parties and cooperation model

  1. The principal is [Nexo Tech Marcin Łętowski], [address], tax ID (NIP) [NIP], REGON [REGON], entered in the Central Register and Information on Economic Activity (CEIDG) (hereinafter: HexoParts). The Partner is a business making parts as a subcontractor of HexoParts.
  2. Only HexoParts concludes the agreement with the customer. The Partner is not a party to the agreement with the customer, does not learn the customer's details and does not issue documents to the customer.
  3. Access to jobs is free of charge. HexoParts charges the Partner no fees or commissions, and earns on the difference between the price for the customer and the Partner's remuneration.

§ 2. Verification and activation

  1. The Partner receives jobs after a positive verification, which covers:
    • an active business and active VAT payer status (Polish White list), including a bank account on the White list,
    • a video call showing the shop floor, the machines and the measuring equipment,
    • a test job or an ISO 9001 certificate, at the Partner's choice at registration (rules in paragraphs 2-4),
    • business liability insurance of at least PLN 200,000, valid throughout the cooperation,
    • signing the framework agreement with a confidentiality clause.
  2. Test job: at registration the Partner chooses one of the test jobs indicated by HexoParts (up to 4 to choose from, with a drawing, model, quantity, lead time and rate). The Partner makes the parts, goes through the full job workflow (inspection report, photos, invoice) and sends the parts to HexoParts, which measures them with its own gauges and gives the result within 3 Business days of delivery. Passing requires dimensions within tolerance on all pieces and agreement of the Partner's report with our measurement.
  3. HexoParts pays for the first attempt at the rate from the test job, 7 days after its measurement, regardless of the result. The second attempt is at the Partner's cost. After 2 failed attempts, another one is possible after 6 months. The Partner always receives the measurement report, and the test parts remain with HexoParts.
  4. ISO 9001 certificate: the Partner uploads the certificate at registration or in the panel. The certificate must be valid, cover machining and come from an accredited body. HexoParts verifies it in the body's database or in IAF CertSearch and may ask for additional documents.
  5. The first 3 jobs of a new Partner go through inspection at HexoParts with a full measurement. The Partner always receives the measurement report.
  6. The Partner keeps the data on machines, materials, tolerances, finishes and availability up to date in the panel. HexoParts matches jobs on the basis of this data. HexoParts reminds the Partner of expiring liability insurance 30 days before the date. After the insurance expires, the Partner receives no new jobs.

§ 3. Job board

  1. Jobs with an instant price go to the board with a fixed remuneration, without bidding. The Partner accepts a job by confirming the shipping date or rejects it, stating the reason.
  2. The job goes to the first Partner who accepts it. Acceptance is binding. Before the customer pays, acceptance is a reservation: the Partner starts production only after the “Job is yours” message, and the shipping lead time runs from it. If the customer does not pay within 3 Business days, the reservation expires at no cost to the Partner and without affecting its rating.

§ 4. Tenders

  1. HexoParts usually invites 3-5 Partners to a tender. The Partner does not see the customer, the other invited Partners, their number or their prices.
  2. The offer contains the net price per item and the shipping date in business days. It is binding and valid for at least 10 days. Until the tender window closes it can be changed or withdrawn. After it closes there is no second round.
  3. If the offer differs significantly from the typical level for the part, the system asks for confirmation of the scope (material, quantity, tolerances, threads, finish, certificate). Without confirmation the offer is invalid.
  4. Questions to the customer are asked in the tender through HexoParts. All invited Partners receive the answer.
  5. The winner is chosen according to price (60%), lead time (20%) and the Partner's rating (20%), with approval by HexoParts. Partners who did not win are told by what percentage (rounded to 5 points) their price was higher than the chosen one, or that a shorter lead time or a higher rating was chosen.
  6. The winner confirms acceptance of the job within 24 hours of the customer's order. Missing confirmation or withdrawal lowers the Partner's rating. After that, as with the job board: production and the shipping lead time start from the customer's payment.
  7. Tender for a series order: the offer contains the price of one batch, and the Partner confirms that it applies to all batches of the series according to the schedule in the tender. The Partner sees the planned shipping dates in the Production schedule and takes them into account in capacity planning. Further batches reach the Partner as separate jobs, without a new tender, and the Partner confirms each within 24 hours. The customer is not obliged to order all batches; the Partner receives the delivery plan in the panel and an email when the series ends.

§ 5. Production and quality control

  1. The drawing is the contract. The Partner makes dimensions without tolerance according to ISO 2768-m. Changes to the scope of a job result only from a formal change request passed on by HexoParts, not from agreements in the chat.
  2. The Partner updates the production stage in the panel and reports a risk to the date without delay, stating the reason and the new date.
  3. Accepting a job means accepting the job specification: the files in the stated version (with a checksum), material, quantity, date and the HexoParts technical standard for everything not specified on the drawing.
  4. For batches of 20 pieces or more, the Partner sends a full measurement and photos of the first article before producing the batch. The batch starts after approval by HexoParts (up to 4 working hours).
  5. Before shipping, the Partner uploads at least 4 photos (the whole batch, a close-up of the part, measurement of a critical dimension with a gauge, the packed parcel), the inspection report of the critical dimensions, the material batch number and the material certificate, if ordered. HexoParts approves or rejects the quality check within 4 working hours. Without approval there is no label. After rejection the job goes back to machining.

§ 6. Shipping

  1. The Partner ships parts only with the label and dispatch note generated by HexoParts. The label shows the customer's address or the address of the HexoParts inspection. HexoParts decides the route when generating the label, including at random.
  2. If the measurement at HexoParts shows a non-conformity, the Partner corrects the parts at its own cost and pays for transport both ways.
  3. The parcel must not contain any materials, packaging, documents or markings with the Partner's details.

§ 7. Remuneration and invoices

  1. After shipping, the Partner issues a VAT invoice to HexoParts for the job amount and enters its KSeF number in the panel.
  2. HexoParts pays 7 days after the customer receives the parts (customer confirmation or 5 Business days from delivery without a report), regardless of when the customer paid. Transfers are made in batches on Tuesdays and Fridays. The Partner's invoice has a payment term of 21 days and the HexoParts job number. Before every payout HexoParts checks the Partner's account on the White list. If the account is not on the list, the payout is held until clarified.
  3. A delay in shipping against the original job date:
    • 1-2 Business days: payment 30 days after receipt instead of 7, no penalty,
    • from the 3rd Business day: in addition, a contractual penalty of 1% of the rate for each day, not exceeding 10% of the rate in total,
    • a Partner who reports the risk of delay at least 2 Business days before the date pays the penalty only from the 5th day,
    • if the job is transferred to another Partner, the original Partner is not paid and covers the difference in the cost of the replacement job up to 20% of the rate.
  4. An open claim holds the payout for the item concerned. HexoParts deducts penalties and claim costs from subsequent payments.

§ 8. Claims and recourse

  1. Customer claims are handled by HexoParts, which decides towards the customer within 2 Business days. The Partner presents its position with its own measurement within 1 Business day. The Partner is liable to HexoParts for visible defects reported within 7 Business days of delivery and for hidden defects for 13 months. A measurement dispute is settled by an independent measurement, paid for by the party that was wrong.
  2. If the non-conformity results from the Partner's work, the Partner remakes the parts at its own cost or reimburses HexoParts for the costs incurred towards the customer (remake, refund, discount, transport) in the form and on the terms of the framework agreement.

§ 9. Confidentiality and customer files

  1. Files, drawings and job data are business secrets of the customers and of HexoParts. The Partner uses them only to quote and carry out the job, does not make them available to third parties and protects them at least as well as its own secrets.
  2. Every file download is logged, and drawings may be marked with the Partner's watermark. After a lost tender, and after a won one at the end of the job, the Partner deletes all copies of the files, including CNC programs containing the customer's geometry, unless the framework agreement provides otherwise.
  3. A breach of confidentiality means a contractual penalty of PLN 20,000 for each breach, without excluding the right to supplementary damages. The Partner deletes files from a lost tender within 7 days, and job files 90 days after the job ends.
  4. If the files contain personal data (e.g. in a drawing title block), the Partner processes it on behalf of HexoParts under a data processing agreement (Article 28 GDPR), forming part of the framework agreement.

§ 10. Prohibition of bypassing HexoParts

  1. The Partner does not contact customers it met through HexoParts directly, does not give them its details and does not attempt to establish their identity.
  2. For the duration of the cooperation and for 24 months from the last job, the Partner does not sell parts, directly or through related entities, to customers it came into contact with through HexoParts, bypassing HexoParts. A breach means a contractual penalty of 30% of the value of the bypassed orders, not less than PLN 10,000, without excluding the right to supplementary damages.
  3. Messages in threads are automatically checked for contact details, and messages containing such details are held. Each breach lowers the Partner's rating.

§ 11. Partner rating

  1. HexoParts keeps an internal, non-public rating of the Partner: punctuality (40%), upheld claims (40%) and response time and communication (20%). The rating affects selection in tenders (weight 20%) and the allocation of fixed-rate jobs.
  2. Two upheld claims in the last 10 jobs mean that the next 5 jobs go through inspection at HexoParts with a full measurement. Three mean suspension and a decision on further cooperation.

§ 12. Suspension and termination of cooperation

  1. HexoParts may suspend the Partner when the liability insurance expires, when claims or delays recur, or when the Partner breaches the confidentiality or no-bypass rules. A suspended Partner receives no invitations or jobs, but completes jobs in progress, unless HexoParts decides otherwise.
  2. Each party may terminate the framework agreement on the terms set out in it. The obligations concerning confidentiality, deletion of files and the no-bypass rule continue after the cooperation ends.

§ 13. Final provisions

  1. The cooperation is governed by Polish law. Disputes are resolved by the court competent for the registered office of HexoParts.
  2. These terms apply from [effective date]. HexoParts informs Partners of changes by email and in the panel at least 14 days in advance.
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