1. ACKNOWLEDGMENT OF ORDER

• The terms and conditions of the Seller’s quotation shall prevail. Any additional deviations to the Seller’s quotation are only valid if confirmed in the Seller’s order confirmation.
• All orders from Buyer are deemed accepted only after a written order confirmation is issued by the Seller.

2. PRICES

• Prices are subject to changes reflecting increased costs on written notice.
• Any modifications to the quoted specifications are subject to price adjustments.
• Pricing is based on continued production of quoted release quantities. Smaller releases are subject to a price increase.
• Quotations are subject to changes or withdrawal by Seller at any time prior to final acceptance of Buyer’s order.
• Quoted price breaks apply to all products delivered within 30 days of receipt of order.

3. TERMS AND CREDIT

3.1 TOOLING: 50% is due after written order confirmation, 50% is due ten (10) days after approval of samples. In case of initial deposits, the Seller will not start any work or purchase any materials until the deposit has been received in full by the Seller.

3.2 SAMPLES:  Submitted samples shall be deemed approved and accepted

if written notice of rejection is not received within thirty (30) days after date of

submittal.

3.3 Late payments will be assessed a 1.25% per month late charge.

3.4 Acceptance of order is subject to approval of credit.

3.5 Late payments will be corrected for exchange rate losses and any loss will be invoiced separately to customer

4. PRODUCTION/DELIVERIES

• Production: The first delivery of production goods is dependent on the Buyer’s approval of qualification documents and the receipt of a purchase order or other contractual obligation. Purchase orders or other contractual obligations must be received in time to allow Seller to purchase raw materials and components under normal lead times. An additional charge or fee may apply for express delivery.
• Unless otherwise agreed to in writing, prices quoted are for bulk packaging, ex works Seller’s supplier.
• Shipments are subject to a quantity variation of plus or minus 10%. Lower shipping tolerance can be quoted upon request.

5. CANCELLATION / END OF-LIFE

5.1 Orders may be canceled only upon the condition the Buyer assume immediate liability and make payment to Seller for cost. and profit on work in process to date of cancellation and for the commitments made by the Seller relating to the order.

5.2 Additionally, if the program is canceled or transferred prior to the end of the agreed upon product life cycle, the Buyer agrees to pay all Non Reoccurring Engineering charges associated with the program regardless of the origin of Tooling.

6. DEFECTIVE PARTS

• Claims for rejections must be made in writing, accompanied with sufficient evidence supporting the claim such as but not limited to detailed photo’s, problem description, default reports and samples of rejects, within 5 (5) days after receipt of goods.
• Seller agrees to repair, replace or, at Seller’s option, issue credit for all defective parts which have not been altered, machined or finished by Buyer, provided that such goods, at the Seller’s option, are returned to Seller’s factory properly packed and provided that Seller has had an opportunity to inspect such returned parts.

6.3 Claims for shortages must be made in writing within forty-eight (48) hours of receipt of goods.  Buyer has to supply information in writing on how the shortage was determined.  Seller agrees, at Seller’s option, to issue a credit or send additional parts to correct.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, AND ALL OTHER LIABILITIES OR OBLIGATION RELATING IN ANY WAY TO THE SALE OR USE OF THE GOODS SOLD THEREUNDER, WHETHER ARISING FROM PERSONAL INJURY, PROPERTY DAMAGE OR OTHERWISE AND WHETHER OR NOT CAUSED BY SELLER’S NEGLIGENCE.  SELLER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY LIABILITY IN CONNECTION WITH SALE OF THE GOODS.  SELLER SHALL HAVE NO LIABILITY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF THE SALE OF/USE OF THE GOODS AND SELLER’S LIABILITY SHALL IN NO EVENT EXCEED THE ORIGINAL PURCHASE PRICE OF THE GOODS, UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, SELLER IS NOT RESPONSIBLE FOR THE DESIGN OF THE GOODS SOLD THEREUNDER.

8. TOOLING

• Ownership of tooling is transferred from Seller to Buyer only after all tool related payments have been received by Seller.
• Seller has right of refusal to start production as long as the Buyer has not fully paid all tooling related payments.
• Seller agrees to absorb normal maintenance cost during normal tool life while in Seller’s possession with the limitation that this will only apply if Buyer order the goods in accordance with the agreed production quantity and frequency. Unless otherwise specified in Seller’s quotation or other contractual obligation, normal tool life will be considered terminated after 100000pcs have been produced or after 7 years of production, whichever comes first. At that time, quotations will be submitted by the Seller covering cost of re-working the tooling, or of replacing part or all of the mold as needed, or additional cost of whatever secondary operations may be involved.
• The Buyer agrees to pay for changes in tooling made necessary by changes in specifications accepted by Seller, such changes to be made at Buyer’s risk.
• The Seller shall have the right to dispose of, without liability therefore, material or designs used in the manufacture of such tooling or parts ordered by the buyer unless specified otherwise in the Seller’s written quotation or order confirmation for said tooling or parts.
• Tooling is not insured and Seller shall not be responsible or liable for any loss or damage thereto or for any materials or equipment owned or furnished by the buyer.
• In consideration of the engineering service necessary to produce and qualify molds and tools, the Buyer agrees to pay an additional charge of 25% of the price originally charged for such item and accept same in “as is” condition if the tools are removed from the Seller’s possession prior to the end of the agreed upon life of program.
• If no orders are received for parts to be produced from tooling for a period of three (3) years, Seller may notify Buyer in writing at last known address in Seller’s files, that disposition must be made of tooling. If return notice is not received within thirty (30) days tooling shall become the property of the Seller. If the buyer wishes Seller to retain possession of the inactive tool, a storage charge may be applied.
• In case the Buyer requests, under the Terms and Conditions of this document, to transfer the mold to a location appointed by the Buyer, the Seller liability ends as soon as the mold leaves the Seller’s or his suppliers premises. Seller waives any responsibility for the well-functioning of the mold. In such situation Buyer is obliged to sign a Mould Transfer Agreement to accept the mould in as-is condition with right to a final inspection before departure.

9. PATENTS

• The Buyer agrees to indemnify and hold Seller harmless from any and all claims or damage which might arise from any action taken or claims made by any person against Seller because of work ordered by the buyer.
• Seller waives all responsible to investigate any patents, copyright or any other intellectual property rights related or in any way attached to the goods ordered by the Buyer, and is not liable for any legal actions or claims that may arise from possible infringement of these aforementioned rights.

10. DEPOSITS

10.1 Materials supplied by the buyer shall exceed by 10% the number required to fill the order, and shall be delivered F.O.B. Seller’s warehouse or appointed factory, all charges paid. Any possible additional local charges generated by the shipment will be invoiced to the Buyer.

10.2 Said materials are subject to approval of design by Seller, must be uniform, accurate and free from imperfections

10.3 Seller will not assume any liabilities or damages with regards to form, fit or function of customer supplied materials.

10.4 Seller assumes no liability for damages to molds or tools caused by defective inserts or other materials supplied by the Buyer, nor for molded parts in which inserts were purchased by buyer and found defective after molding.

10.5 Buyer is responsible to properly insure the materials supplied to the Seller.

10.6 Buyer is liable either to the Seller or to Third Parties involved, for any damage and resulting claims if this damage is caused by the goods quality imperfections or deviation from the standards as agreed in the Seller’s Quotation or other Contractual obligation.

10.7 Buyer will inform Seller on specific demands concerning but not limited to storage, handling, safekeeping  and use of goods put at Seller’s disposal. All costs as a result thereof made by the Seller, will be invoiced to and reimbursed by the Buyer within 15 days after date of invoice.

11. PRINTS AND APPROVED SAMPLES

Product shall not be rejected because of variation from print dimensions if they are made to, and are unchanged from, approved samples with respect to dimensions, finish and analysis; nor from failure with regard to fitness for use when the buyer has specified or approved the part design and assembly procedures.

12. QUALITY STANDARDS

12.1 Prices are based on general commercial quality standards.  If a higher quality level is desired by the buyer, the Seller may deem it necessary to do a process capability study and render a quotation based on the revised requirement and/or the results of the capability study. Unless otherwise specified, product will be manufactured to UL746D requirements as it pertains to allowable usage of regrind.

12.2 Unless special provisions are negotiated in advance for color matching, the Seller will obtain “commercial match” batches of material only.

12.3 All orders will be checked according to ISO 9001:2015 and, where applicable, ISO 13485 procedures.

13. CLERICAL ERRORS

Typographical and clerical errors in this quotation are subject to correction.

14. FIXTURES and GAGES

Dedicated fixtures and gages will be provided by or paid by the Buyer.

15. LAW AND JURISDICTION

Any dispute arising from this document and related documents such as but not limited to, Seller order confirmation and other contractual obligations are subject to Dutch Law. If no agreement can be reached between Seller and Buyer through friendly negotiation resulting in arbitration or legal action, the case will be brought to the attention of a Dutch arbitrary commission and/or Dutch court of Seller’s choice, entitled to handle such disputes.