Delft Circuits General Terms and Conditions
- INTRODUCTION
These are the Terms and Conditions of Delft Circuits B.V. By accessing and using Delft Circuits’ products, you accept and agree to be bound by the Terms and provision of this agreement. In addition, when using Delft Circuits’ services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation regarding the products or services will constitute in acceptance of this agreement. If you do not agree to abide by the above, please do not use the services/product offered.
Definitions: In these Terms and Conditions, the seller is stated as Delft Circuits meanwhile “Buyer” means the person, firm, company or corporation who is buying the product/service.
Please note that Delft Circuits is allowed to use the Buyer’s Company name and information which can be applied in Delft Circuit’s website or any other digital/written forms of publications. If both parties agree to not state the name of the Buyer, arrangements will be made accordingly.
- TRADEMARK
All content included on this sheet, such as text, graphics, logos and images are the property of Delft Circuits and are protected by international Trademark laws. The compilation of all content on the website is the exclusive property of Delft Circuits, with trademark authorship for its product line Cri/oFlex®.
- CONTRACT TERMS
3.1 All orders must be in writing and are accepted subject to these Terms and Conditions. No terms or conditions put forward by Buyer without representations, warranties, guarantees or other statements not contained in Delft Circuits quotation nor otherwise agreed upon in writing, shall be binding on Delft Circuits.
3.2 The Contract shall become effective only upon the date of acceptance of Buyer’s order or upon the date of fulfilment of all condition’s precedent found in the Contract.
3.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Delft Circuits reserves the right to effect minor modifications and/or improvements to the product/service before delivery provided only where the performance of the product/service is not adversely affected and that neither the Contract Price nor the delivery date is affected.
- VALIDITY OF QUOTATION AND PRICES
4.1 When agreed upon, Delft Circuits quotation is open for acceptance within the period stated in the Contract or when no period is stated, within thirty days after its date.
4.2 Prices are firm for delivery within the period stated in the Contract and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, or other charges arising outside the Netherlands in connection with the Contract.
- PAYMENT CONDITIONS
5.1 Payment depends mainly on the Buyer and in most cases, it shall be made: (a) in full without set-off, counterclaim or withholding of any kind and adjusted according to Delft Circuits;(b) in the currency of Delft Circuits’ order confirmation within thirty days of date of invoice unless otherwise specified by Delft Circuits’ Finance Department. Products/Services will be invoiced at any time after their readiness for dispatch has been notified to Buyer. Depending on the contract: (i) payments are to be made upfront, either upon initiation of production of the product or before the moment of shipping where the Buyer pays for 50% of the total cost of the product; (ii) payments will be made after shipping where the amount payable shall be paid in full within 30 days. If the former scenario takes place, the remaining 50% of the payment shall be paid in full within 30 days of contact.
5.2 Payment delay: without prejudice to Seller’s other rights, Seller reserves the right to: (i)charge interest on any overdue sums at 4% above the base lending rate of Rabobank, Netherlands (or such higher rate stipulated by applicable law) during the period of delay; (ii) suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in Seller’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other contract; and (iii) at any time require such reasonable security for payment as Seller may deem reasonable.
- DELIVERY
6.1 Unless otherwise stated in Delft Circuits’ order confirmation, all periods included for delivery or completion run from the effected date found in the Contract.
6.2 If Delft Circuits is delayed in or prevented from performing any of its obligations under the Contract terms, the delivery/completion period and the Contract Price shall both be adjusted accordingly.
6.3 If delivery is delayed due to any act or omission of Buyer, or if having been notified that the products are ready for dispatch and Buyer fails to take delivery or provide adequate shipping instructions, Delft Circuits shall be entitled to sell products otherwise at Buyer’s expense.
- FORCE MAJEURE
Force Majeure of any kind such as unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, strikes, lockouts, acts of government, and any other hindrances beyond the control of the Seller/Buyer obliged to perform which diminish, delay or prevent production, shipment, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should the Seller’s suppliers fail to supply him in whole or in part, and Seller is not able to find another source of supply within the reasonable, the Seller shall not be under obligation to purchase from other sources. In such cases, the Seller shall have the right to distribute the available quantities among his customers while at the same time considering his captive requirements.
- PRODUCT WARRANTY
8.1 Seller warrants that the products are free from defects under normal use for two years after shipment. The Seller reserves the right to define the normal use of the Cri/oFlex® product line. All warranty returns must first be authorized by Delft Circuits. The limits of liability under this warranty shall be to repair or replace any products which are proved as defective after inspection by the Delft Circuits.
Delft Circuits reserves the right to make changes in the design at any time without incurring any obligation to install such changes on units previously sold.
8.2 Delft Circuits shall not be liable for any defects caused on the product: which have been disassembled,
modified, physically or electrically damaged by the Buyer and are non-compliance with Delft Circuits’ storage, installation, operation or environmental requirements. Other damages include lack of proper maintenance; any modification or repair not previously authorized by Delft Circuits in writing. These malfunctions shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.
- LIMITATION OF LIABILITIES
In no event shall Delft Circuits be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installations or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Delft Circuits for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. Customer shall indemnify, defend and hold Delft Circuits harmless from any claims brought by any party regarding products supplied by Delft Circuits and incorporated into the customer’s product.
