Turn-key loaders and probes for large-scale systems.
Compact cabling kits enable straightforward customer
self-installation. Designed, manufactured, assembled,
and tested in-house.
In these general terms and conditions, the following definitions shall apply:
| “Agreement” | : | the agreement between Delft Circuits and the Customer with regard to the sale, purchase and delivery of Goods and/or Services by Delft Circuits to the Customer; |
| “Customer” | : | a party with whom Delft Circuits has entered into the Agreement; |
| “Delft Circuits” | : | Delft Circuits B.V., established and domiciled in (2627 AN) Delft, at Schieweg 15A, and registered with the Chamber of Commerce under registration number 68796803; |
“Documentation”
“Export Control Law” | :
: | any product information, instructions, catalogues, price lists, cost estimates and folders supplied by Delft Circuits, as well as all data supplied in or as part of an Order and/or the Agreement, including but not limited to designs, drawings, images, plans, descriptions, ideas, models, samples, calculations and all other information of a confidential nature; applicable national and international export control law, including but not limited to legislation to foreign trade, embargoes and other sanctions; |
| “Order” | : | a request from or on behalf of the Customer to Delft Circuits to produce and deliver Goods and/or Services; |
| “Goods” | : | Cri/oFlex®, a flexible cryogenic cable product of Delft Circuits designed specifically for cryogenic (quantum) systems; |
“Party” or “Parties” “Services” | : : | Customer and Delft Circuits, individually and/or jointly; any and all agreed services provided by Delft Circuits to the Customer other than the delivery of Goods; |
| “Website” | : | the website of Delft Circuits, https://delft-circuits.com/ and associated subdomains. |
2.1 These general terms and conditions apply to all offers, Orders and Agreements, including but not limited to agreements whereby Delft Circuits sells Goods to and/or performs Services for the Customer directly or through or with the mediation of third parties, as well as additional agreements and successor agreements between Delft Circuits and the Customer.
2.2 Deviations from these terms and conditions shall only be valid if expressly agreed in writing in advance.
2.3 Applicability of any other (general) conditions of the Customer is hereby expressly rejected.
2.4 In the event of nullity of one or more provisions from an Agreement or document between Delft Circuits and the Customer or in these terms and conditions, the parties will consult in order to agree on new provisions to replace the null or nullified provisions, taking into account as much as possible the purpose and meaning of the null or nullified provision.
2.5 Delft Circuits can amend these terms and conditions at any time, so please do not assume that the same terms will apply to future Orders. The most recent and applicable version of the terms and conditions can be found on the Website.
3.1 All offers and other statements by Delft Circuits are without obligation, unless explicitly stated otherwise in writing. This also applies if Delft Circuits has made available to the Customer catalogues, technical documentation (e.g. drawings, plans, calculations, costs estimates, referrals to ISO standards) and/or other product descriptions or documents.
3.2 Any offer by Delft Circuits that is made free of obligation may be withdrawn as soon as reasonably possible after having been accepted. No Agreement will be concluded in that case.
3.3 Obvious mistakes in offers and other statements by Delft Circuits shall not bind Delft Circuits.
3.4 Delft Circuits is never obliged to accept and/or execute Orders.
3.5 Once the Order is accepted by Delft Circuits, no further changes can be made to the Order. The Customer will be unable to cancel or amend Orders.
3.6 An Agreement between Delft Circuits and the Customer is concluded at the moment that Delft Circuits accepts an Order from the Customer.
3.7 All offers by Delft Circuits shall be maintained for thirty (30) days, unless agreed otherwise.
4.1 The prices and discounts applied by Delft Circuits are those in force on the day the Agreement is concluded.
4.2 The prices charged by Delft Circuits include loading at Delft Circuits’ factory but exclude packaging, freight, transportation, insurance and customs duty as well as value added tax, which shall be added at the respective valid rate. All prices are in euro currency.
4.3 Delft Circuits shall at all times be entitled to increase the agreed prices, whether or not on account of increases in purchase prices and/or freight rates of the Goods and/or the raw materials required for the production of the Goods and/or surcharges on levies imposed by the authorities.
5.1 The Goods shall be delivered by Delft Circuits to the specified address of the Customer, unless agreed otherwise.
5.2 If the Customer rejects a delivery from Delft Circuits or informs Delft Circuits that it shall not except delivery, Delft Circuits shall nevertheless be entitled to invoice the Customer for the respective Goods and to store or arrange for the storage of such Goods at its own discretion and at the Customer’s expense and risk if Delft Circuits deems this to be appropriate without prejudice to all other rights afforded to it under the law in connection with the Customer’s failure to comply.
5.3 Delft Circuits shall be entitled to deliver the Goods in partial deliveries.
5.4 All (delivery) periods stated and/or agreed by Delft Circuits for Goods and/or Services have been set to the best of Delft Circuits’ knowledge but are never binding or final deadlines. The mere exceeding of a stated or agreed delivery or other term shall not cause Delft Circuits to be in default or constitute an attributable failure. If any term is exceeded, Delft Circuits will deliver the Goods to the Customer and/or perform the Services as soon as possible.
6.1 After delivery of the Goods, the Customer shall be obliged to check immediately whether the delivered Goods have no external defects and whether they correspond with the description in the Agreement. If the Customer has not reported the discrepancy between the delivered Goods and the external defects and/or description in the Agreement within seven (7) days after delivery, the description in the Agreement and the delivered Goods shall be deemed to correspond in nature and number and the delivered Goods shall be unconditionally accepted by the Customer.
6.2 Complaints regarding defects that are not immediately visible should be communicated in writing to Delft Circuits by the Customer as soon as possible after their discovery but in any event within seven (7) days after delivery. If Delft Circuits has not received this complaint within seven (7) days after delivery, the shortcoming and/or defect will be deemed not to have been present at the time of delivery and to have arisen afterwards, unless the Customer provides evidence to the contrary. This shall apply in full if the Goods are delivered to (a) third party (parties) on behalf of or at the request of the Customer.
6.3 If the Customer is of the opinion that the Good does not possess the features that it could expect on the basis of the Agreement, the Customer must notify Delft Circuits of this in writing immediately after it has established the discrepancy, if any, or could reasonably have established it but no later than seven (7) days after delivery of the Goods. The report of the discrepancy shall be of such a concrete nature that it shall be clear to Delft Circuits without having to make any further enquire as to what is the nature of the discrepancy and what actions can be reasonably expected of it. The report on the discrepancy shall describe all relevant circumstances that are or could be of importance for assessing what led to the discrepancy.
6.4 If the Customer reports (in good time) any discrepancy between the delivered Goods and what the Customer could reasonably expect on the basis of the Agreement, Delft Circuits will confirm this report to the Customer. Delft Circuits will consult with the Customer in this respect as soon as possible and carry out the necessary investigation, whereby the Customer must immediately give Delft Circuits the opportunity to establish the discrepancy or have it established.
6.5 Notifications of discrepancies or complaints shall not entitle the Customer to suspend or offset its payment obligation(s) towards Delft Circuits.
6.6 If Delft Circuits finds a report of any discrepancy or complaint to be wholly or partly justified, Delft Circuits shall, at its discretion, either pay (pro rata) compensation up to a maximum of the invoice value of the Goods concerned or replace the Goods concerned (pro rata) free of charge or proceed to repair (work). Delft Circuits shall be free to carry out repairs itself, to outsource this or to engage third parties.
7.1 Without Delft Circuits’ prior written consent, Delft Circuits is not obliged to accept return shipments from the Customer.
7.2 Receipt of return shipments does not in any case mean recognition by Delft Circuits of the ground for return stated by the Customer.
8.1 After placing an Order, the Customer must pay Delft Circuits, within the agreed payment term, without any deduction, discount or settlement in euros. If no explicit payment term is agreed upon in writing, a payment term of fourteen (14) days after the acceptance of the Order by Delft Circuits is applicable.
8.2 Unless otherwise agreed upon in the Agreement, the price shall be paid and transferred to the bank account indicated by Delft Circuits within the agreed payment term as follows:
8.3 If the Agreement concerns the provision of Services by Delft Circuits to the Customer, payment must be made in euros without any deduction, discount or set-off by payment or transfer to the bank account indicated on the invoice within fourteen (14) days after the invoice date, failing which the Customer will be in default by operation of law and Delft Circuits will be entitled to statutory (commercial) interest and extrajudicial and judicial costs from that time onwards, relating to the collection of this claim or the exercise of rights. Delft Circuits is entitled to send the Customer an invoice for each partial delivery.
8.4 After the expiry of the term referred to in Clause 8.1, the Customer shall automatically be in default without notice of default being required.
8.5 Delft Circuits is entitled to suspend its obligations to the Customer in the event the Customer is in default. If the Customer is in default, all claims of Delft Circuits will immediately become due. Delft Circuits is entitled to request security or an advance payment for pending and/or new Orders.
8.6 If the Customer remains negligent in paying the claim, Delft Circuits may pass on the claim for collection, in which case the Customer will also be obliged to pay extrajudicial and judicial costs, including all costs calculated by external experts in addition to the costs established in court, in connection with the collection of this claim or the exercise of rights otherwise. The extrajudicial collection costs to be incurred by Delft Circuits in the event of late payment by the Customer amount to 15% of the amount due over the first €2,500.00 of the claim, 10% over the next €2,500.00 of the claim, 5% over the next €5,000.00 of the claim, 1% over the next €190,000.00 of the claim and 0.5% over the surplus of the claim with a maximum of €6,775.00. The extrajudicial collection costs shall in no event be less than €40.00.
8.7 The Customer is not entitled to set off a claim on Delft Circuits against debts to Delft Circuits.
8.8 If the Customer disputes the amount of the invoice, it must notify Delft Circuits of its objections in writing within eight (8) days of the invoice date. After this term the Customer’s right is lapsed. Objections to the amount of Delft Circuits’ invoice do not suspend the Customer’s payment obligation.
8.9 If the Customer is a legal entity and is affiliated with other legal entities in a group within the meaning of Article 2:24b of the Dutch Civil Code, it shall be jointly and severally liable to Delft Circuits for the payment of all present and future claims of Delft Circuits against the other legal entities with which it is affiliated in a group.
9.1 Delft Circuits shall have a right of retention over all Goods from or on behalf of the Customer in Delft Circuits’ possession for any reason as far as the Customer fails to fulfil any of its obligations towards Delft Circuits.
9.2 If the Customer creates (or helps create) a new item from items provided by Delft Circuits, the Customer shall be considered as having created the new item for Delft Circuits until the Customer has fulfilled all its obligations towards Delft Circuits under the Agreement. Delft Circuits shall in that case retain all the rights as the owner of the newly created item until the Customer has fulfilled all its obligations. By entering into the Agreement with Delft Circuits, the Customer grants its permission to enter its premises and buildings in order to seize its property.
9.3 The Customer shall on first request from Delft Circuits and at the Customer’s expense, provide its assistance in fixing an unpropertied right of lien to newly formed items as provided for under Clause 9.2 that incorporate items supplied by Delft Circuits as far as the Customer has not yet fulfilled all its obligations towards Delft Circuits.
10.1 All Goods delivered to the Customer will remain Delft Circuits’ property up to the point at which the Customer has fulfilled all due (payment) obligations to Delft Circuits.
10.2 The Customer shall treat the delivery item with care and, for the duration of retention of title, sufficiently insure it against loss and damage. The Customer hereby assigns to the supplier in advance its claims against the insurance company.
10.3 In case of non-payment of any amount owed and due by the Customer to Delft Circuits and in the event that the Agreement ends other than by way of completion, Delft Circuits shall be entitled to demand the return, as its property of the Goods to which the retention of title relates and to take (or orange for the taking of) measures, subject to the offsetting of any monies already paid for these Goods without prejudice to Delft Circuits’ right to claim compensation for any loss or damages. In case of such non-payment or termination of the Agreement, any demand by Delft Circuits against the Customer shall immediately be due in full.
10.4 The Customer shall on first request from Delft Circuits, issue authorization for the immediate return of the goods not yet paid in full wherever these may be. The Customer shall be obliged on first request from Delft Circuits, to provide its assistance in order to enable Delft Circuits to exercise its reservation of ownership including any disassembly, extension, shutting off, disconnection, etc.
10.5 The Customer shall be entitled to sell or use the Goods that are subject to retention of title by Delft Circuits in its normal business activities; no security rights may however be attached to these Goods and the Customer may not carry out (or have carried out) any transactions with respect to these Goods whereby these would become part or component of one or more other goods. If Goods are delivered that are still subject to retention of title by Delft Circuits, the Customer shall be obliged to reserve ownership itself and on first request from Delft Circuits to transfer to Delft Circuits all demands against the Customer’s debtor up to the amount owed.
11.1 Delft Circuits’ liability for indirect damage, consequential damage, loss of profit, damage resulting from third-party claims against the Customer, damage due to exceeding a term or property damage consisting of destruction, damage or loss of items used by the Customer is excluded. More specifically, Delft Circuits is not liable for any loss or damage, death, illness or physical injury caused by, through or in connection with the execution of the Agreement, except for intent and gross negligence on the part of Delft Circuits.
11.2 The total liability of Delft Circuits as a result of any failure to comply with the Agreement, including but not limited to a warranty, indemnification, wrongful act or on any ground whatsoever, shall be limited to compensation up to an amount reimbursed by the insurer of Delft Circuits with respect to that specific claim of the Customer but in no event an amount exceeding €100,000.00 (excl. VAT) per Customer and per year. These limitations also apply in case of liability, damage and/or costs resulting from Delft Circuits’ processing of personal data. Even in the event of full or partial termination of the Agreement, Delft Circuits shall never be obliged to repay or compensate any higher amount(s).
11.3 Liability of Delft Circuits on account of default (toerekenbare tekortkoming) in the performance of an Agreement will only arise if the Customer gives Delft Circuits proper notice of default (ingebrekestelling) immediately after it has become aware of the default, stating a reasonable period for remedy of the default and Delft Circuits continues to fail imputably in the performance of its obligations even after that period. The notice of default must contain as detailed a description of the default as possible.
11.4 Delft Circuits is not liable for:
11.5 The Customer shall indemnify Delft Circuits against and compensate Delft Circuits for all claims by third parties, including but not limited to shareholders, directors, supervisory directors and staff of the Customer, as well as affiliated legal entities and companies and others involved in the Customer’s organization that arise from or are related to Delft Circuits’ work for or on behalf of the Customer, except insofar as such claims are the result of intent or gross negligence on the part of Delft Circuits. This indemnification also covers the costs of defence against those claims and fines from the Personal Data Authority (Autoriteit Persoonsgegevens). In particular, the Customer indemnifies Delft Circuits against third-party claims for damage caused by the fact that the Customer provided incorrect or incomplete information to Delft Circuits, unless the Customer demonstrates that the damage is not related to culpable acts or omissions on its part or was caused by intent or gross negligence on the part of Delft Circuits. Third-party claims also include administrative fines imposed on Delft Circuits as a co-perpetrator of a tax default.
11.6 The Customer must report the damage to Delft Circuits in writing within fourteen (14) days after it has become aware of the occurrence of the damage, without prejudice to what is provided elsewhere in these general terms and conditions. After this term the Customer’s right to claim damages is lapsed.
11.7 The provisions of this article also apply for the benefit of all (legal) persons and staff members which Delft Circuits makes use of for the execution of the Agreement.
12.1 If Delft Circuits cannot fulfil its obligations towards the Customer due to a non-attributable failure (force majeure), those obligations will be suspended for the duration of the force majeure situation.
12.2 Force majeure on the part of Delft Circuits shall be understood to include but are not limited to: (i) acts of God, (ii) a failure of Delft Circuits’ suppliers; (iii) illness of employees or third parties engaged for the purpose of executing the Agreement; (iv) strikes of employees or third parties engaged for the purpose of executing the Agreement; (v) measures and/or prohibitions by the Dutch and/or foreign government by which Delft Circuits is bound, such as but not limited to a lockdown; (vi) traffic impediments and/or accidents with or technical defects to the means of transport used for the transport of the Goods, at Delft Circuits or any other third parties Delft Circuits engages for the execution of the Agreement: (vii) defects, incompleteness in third-party goods, hardware, software, energy or raw materials used by Delft Circuits, (viii) difficulties in obtaining necessary official permits; (ix) power failures; (x) breakdowns of the internet, data network or telecommunications facilities, and (xi) (cyber)crime, (cyber)vandalism, the use of malware, war or terrorism.
13.1 Each Party is responsible to comply with applicable Export Control Law(s).
13.2 Delft Circuits and the Customer will inform each other immediately and without request if they (re)export, transfer and/or otherwise make available Goods and/or provide Services to the other Party which is controlled under applicable Export Control Law(s). The exporting Party will provide the receiving Party all relevant and necessary information including export control classifications (including but not limited to listings subject to EU Dual Use regulation, Export Control Classification Number (ECCN) according to US EAR and other applicable classifications) and export licenses used at the earliest possible time before the actual transfer of the Goods.
13.3 Delft Circuits and the Customer affirm that they are not subject to any sanctions or other individual-related restrictions under applicable Export Control Law. Furthermore, Delft Circuits and the Customer affirm, to their best knowledge, that they are neither directly nor indirectly under the ownership and/or control of persons subject to sanctions or other individual-related restrictions under applicable Export Control Law. Delft Circuits and the Customer will inform the other Party immediately of any change affecting this statement.
13.4 Parties are not obliged to fulfil this agreement if such fulfilment is prevented by obstacles resulting from applicable Export Control Law(s).
13.5 In the event a (partial) payment has already been made to Delft Circuits, an obstacle arising from applicable Export Control Law(s) does not result in any refund obligation by Delft Circuits.
14.1 Delft Circuits may terminate all or part of the Agreement without notice of default (ingebrekestelling) and without judicial intervention by giving written notice or if the Customer is granted a provisional or non-provisional suspension of payments (surseance van betaling), if bankruptcy is applied for in respect of the Customer, its business is wound up or terminated, or any (payment) arrangement is made with the Customer’s creditors or a scheme is offered within the framework of the Dutch Private Bankruptcy Act (Wet Homologatie Onderhands Akkoord), or if the Customer is a natural person and it is admitted to the WSNP (Wet Schuldsanering Natuurlijke Personen) or a request for such admission has been submitted. Delft Circuits will never be obliged to pay any damages on account of such termination. The amounts due will thereby become immediately payable.
14.2 If, at the time of dissolution or termination of the Agreement as referred to in Clause 13.1 and the Customer has already received performance in execution of the Agreement, this performance and the related payment obligation will not be undone.
14.3 Amounts which Delft Circuits has invoiced before the dissolution or termination, respectively, in connection with what it has already performed and/or delivered in execution of the Agreement, shall remain due in full and shall become immediately payable at the time of dissolution or termination.
15.1 Delft Circuits is entitled to engage third parties for the execution of the Agreement.
15.2 When engaging third parties, Delft Circuits shall always proceed with due care. However, Delft Circuits shall not be liable for damage resulting from shortcomings of third parties. Delft Circuits assumes and, if necessary, hereby stipulates that an assignment given to it by its Customer includes the authority to accept any limitations of liability of third parties also on behalf of its Customer.
15.3 Without Delft Circuits’ prior written consent, the Customer will not be allowed to transfer its rights pursuant to its legal relationship with Delft Circuits or one or more obligations arising therefrom to third parties in full or in part, or to have them actually carried out by third parties.
16.1 All intellectual property rights (all rights of title, copyrights and other industrial property rights in respect of work results, in particular in respect of technical developments, including all documents, prototypes, design drawings, samples, illustration) and know how (e.g. drafts, samples, design drawings, manufacturing instructions, internal data, tools, facilities) relating to Goods and/or Services that Delft Circuits develops or uses in the execution of the Agreement will accrue to Delft Circuits, insofar as they do not already accrue to its suppliers. Under no circumstances will there be a transfer of intellectual (property) rights from Delft Circuits to the Customer through or because of the performance of the Agreement by or on behalf of Delft Circuits.
16.2 The Customer is only entitled to use the intellectual property rights arising from the Agreement for the purpose of the Agreement and subject to the provisions of Clauses 15.1, unless explicitly agreed otherwise in writing.
16.3 The Customer indemnifies Delft Circuits against any third-party claims on account of an infringement of intellectual property rights made pursuant to the Agreement between the parties.
16.4 All proprietary content included in any document or communication including but not limited to text, graphics, logos and images, are Delft Circuits’ property and protected by international trademark laws.
17.1 The Customer is prohibited to copy or reproduce Documentation or parts thereof in any shape or form, or to make such (or have other make such) known to third parties, to allow third parties the of, to sell to third parties or to make available to third parties, without the prior written approval of Delft Circuits.
17.2 The Customer is only all allowed to make use of Documentation insofar as this is necessary further to the realisation or compliance with the Agreement. At the first request of Delft Circuits, as well as in the event that the Agreement is not concluded, ends prematurely or is terminated and/or dissolved, the Customer is to immediately return all of the Documentation that it has received to Delft Circuits at its own expense.
18.1 Delft Circuits undertakes to comply with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR) 2016/679 (as well as all applicable national implementing and supplementary laws), and to ensure compliance with this legislation by its staff, agents and representatives and subcontractors. By accepting these general terms and conditions, the Customer undertakes the same commitment. In its capacity as “controller” under such legislation, Delft Circuits may process the personal data (name, contact details, personal characteristics, employment information and financial information) of the Customer’s agents, representatives, employees and subcontractors, for the purpose of customer management, accounting/finance, (invoice) dispute management and/or compliance with laws and regulations.
18.2 Delft Circuits shall take appropriate technical and organizational measures to secure personal data against loss and against any form of unlawful processing of personal data. Taking into account the state of the art and the costs of implementation, these measures guarantee an appropriate level of security given the risks of processing and the nature, scope and context of the personal data to be protected.
19.1 The agreements between Delft Circuits and the Customer shall be governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded in accordance with its Article 6.
19.2 Any disputes which may arise between Delft Circuits and the Customer arising from or in connection with (the performance of) an agreement entered into between Delft Circuits and the Customer, as well as in connection with these general terms and conditions, shall be submitted to the competent court in The Hague without prejudice to the parties’ right to request a provisional provision.
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