General Sales Conditions
For all our sales the current version of the Central Association of Electrical and Electrotechnical Industry is applicable.

1. Area of application
1.1 We provide our deliveries and work and services exclusively in accordance with these General Sales Conditions. Contradictory or conflicting conditions of the customer shall not be acknowledged unless we expressly consent to their validity. This must be confirmed in writing by ChipSource Europe B.V. and will not otherwise be valid.
1.2 Our General Sales Conditions shall also apply to future transactions, even if they are not enclosed in individual cases.

2. Offer and conclusion of contract
2.1 Our offers are non-binding unless expressly stated as binding.
2.2 Crucial for the order is our written confirmation. In the case of immediate fulfilment of the order, the goods invoice or delivery note shall apply as confirmation. If the customer objects to the content of the confirmation of order, this objection must be entered immediately. Otherwise, the contract shall enter into force in accordance with the confirmation of order.

3. Payment
3.1 Payable, interest. Unless agreed otherwise, our invoices are payable without deduction.
3.2 Bills of exchange and cheques are only accepted on the basis of an express agreement. Discount fees and other costs for bills of exchange and cheques shall be born by the customer. Our retention of title shall lapse only after all claims have been met.
3.3 Invoices must be paid on time. If customer does not pay within the agreed time on the invoice, a dept collection agency will take over and all these and other extra costs are for the customer. Also interest will be charged over the non paid amount from date due.

4. Cancellation and returns
4.1 Cancellation. In the event of the cancellation of any order we reserve the right without prejudice to charge 40% of the order value of the items cancelled.
4.2 Returns. No returns will be permitted without our prior consent in writing, and must be returned at the customer’s expense in original condition and original packaging. Only complete pack quantities will be accepted.

5. Offsetting and withholding
The customer shall only offset uncontested or legally justified counter claims. The customer is only permitted to assert the right to withhold if it is based on the same contractual relationship and if the underlying counter claims are uncontested or legally justified.

6. Delivery
6.1 Delivery dates. Delivery dates and periods stated by us are non-binding unless agreed otherwise. Binding dates are not fixed dates if they are not expressly stated as such.
6.2 Partial deliveries are permitted where this is not unreasonable for the customer.
6.3 Reservation as to oneself receiving delivery. We reserve the right to withdraw from the contract if our supplier does not deliver correctly or timely. This right of withdrawal shall only apply if we are not at fault for this non-delivery by the supplier, in particular, if we have concluded a congruent cover transaction with the supplier. We shall immediately inform the customer of nonavailability of the goods. Any payment made to us shall be reimbursed immediately.
6.4 Late delivery. In the case of late delivery, the customer can only withdraw from the contract if it has set us a reasonable subsequent period with a threat of rejection and the delivery has not been made within the subsequent period. The period and threat of rejection can be waived in specific cases.
6.5 Compensation for delay. If our delivery is late, we shall be liable in the case of gross negligence for losses incurred by the customer. In the case of slight negligence, our liability for losses incurred shall be restricted to compensation of 0.5% for each complete week of delay to a total of 5% of the price of the part of the delivery which could not be used as a result of the delay. Moreover, in the case of slight negligence, we shall be liable for compensation from the time when the subsequent period set by the customer expires.

7. Transfer of risk/dispatch
7.1 Risk of accidental destruction and accidental deterioration of the goods shall transfer upon transfer; for dispatching, risk shall transfer to the customer upon delivery of the goods to the haulier, the carrier or other person employed. This shall also apply if carriage paid delivery is agreed in individual cases.
7.2 If the dispatch is delayed due to circumstances for which the customer is responsible, risk shall transfer to the customer on the day of readiness for dispatch.
7.3. If we select the method of dispatch, carriage or courier, we shall only be liable for gross negligence in respect of the selection.

8. Retention of title
8.1 We shall retain title to all goods delivered by us until complete payment of all claims from previous contracts. Also included in the claims are cheques and bills of exchange, as well as claims from current invoices. If a liability for us from a bill of exchange is connected with the payment, the retention of title shall lapse only when our claims from the bill of exchange are excluded.
8.2 Removal of the delivery object by us does not represent withdrawal from the contract unless expressly accepted by us.
8.3 In the case of seizure or other interference by third parties, the customer shall immediately inform us. The customer shall bear all costs which have to be incurred in conjunction with removing the interference and re-procuring the delivery object insofar as it cannot be withheld by the third party.
8.4 Reworking and processing of the delivery object by the customer are always on our behalf. We shall be considered as manufacturer as defined in § 950 BGB without further obligation. If the delivery object is processed with objects not belonging to us, we shall acquire co-ownership of the new object in relation to the value of the invoice amount to the procurement price of the other goods. Furthermore, the provisions shall apply to the new object produced through processing as for the delivery object.
8.5 If the delivery object is mixed inseparably with objects not belonging to us, we shall acquire co ownership of the new object in relation to the value of the invoice amount to the value of the other mixed objects at the time of mixing. If the mixing is undertaken such that the customer’s object is the main object, it is agreed that the customer shall transfer co-ownership to us rateably. The customer shall safeguard ownership or co-ownership for us. These conditions shall apply accordingly to reproduction.

9. Material defects
9.1 Principles. We shall ensure that the products sold by us have the features specified in writing by the manufacturer or by mutual consent in checkable technical parameters. The customer is exclusively responsible for the suitability of the products sold by us for its application (system responsibility). Insofar as we offer application advice, the responsibility shall be restricted to the products offered and their specified checkable technical parameters or specified features (component responsibility). Unless agreed otherwise in individual cases, we shall not be liable for the nature or durability of the object. Use not in accordance with the contract shall only be considered if an express agreement has been reached to this effect.
9.2 Processing. If the products to be delivered by us are processed by us on behalf of the customer (e.g. bent or cut, removed, rewound connections), the principles according to 7.1 shall apply correspondingly. We shall ensure careful processing corresponding to the details provided by the customer and the sate of technology, but not to any effects processing has on the function of the product. The customer shall be responsible for this.
9.3 Product safety. The customer alone is responsible for the safety of the products sold by us in the customer’s specific application.
9.4 Receiving inspection. The customer shall inspect every delivery for completeness and damage to the packaging upon transfer or receipt. Complaints must be sent to us in writing immediately. Fact finding must be carried out by the carrier.
9.5 Statistical receiving inspection. If the products sold by us are delivered in lots which facilitate a statistical receiving quality inspection according to the usual principles applicable, this inspection at least must be performed upon receipt. Unless agreed otherwise, the inspection conditions and criteria in the relevant standard documents shall apply to the inspection. A lot accepted upon this inspection shall be considered as free from defects. We shall replace a lot rejected upon this inspection upon its return to us in full. We reserve the right, in consultation with the customer, to replace the defective parts of the rejected lot with parts without defects.
9.6 Reliability information. In respect of reliability information regarding the products sold by us – unless expressly agreed otherwise – this information contains statistical averages calculated by the manufacturer which serve as general orientation for the customer but which do not refer to individual deliveries or lots.
9.7 Examination and complaint. The customer shall immediately examine the goods and report visible defects immediately to us in writing. Hidden defects must be reported in writing immediately upon discovery.
9.8 Correction. Where there is a defect for which we are responsible, we reserve the right to correct same either by repairing the defect or replacing the object. If correction is refused by us, if it fails is unreasonable for the customer, the customer can either withdraw from the contract or demand a reduction.
9.9 Period of limitation. Complaints by the customer shall lapse 1 month from the date of delivery or provision of services. This shall not apply where the law prescribes longer periods for constructions and objects for constructions in the case of malice and for recourse by the company.

10. Restriction of liability/Compensation
10.1 We shall be liable for culpable and gross negligence. We shall be liable for slight negligence only if this involves the breach of substantial contractual obligations arising from the nature of the contract or if their breach threatens fulfilment of the purpose of the contract. In this case, any compensation shall be limited to foreseeable damage. Moreover, in the case of slight negligence, claims for compensation by the customer – for whatever legal reason – are excluded.
10.2 The above restriction shall not apply to claims arising from the Product Liability Act, in the case of injury to life, limb or health.
10.3 In the case of claims for compensation for material defects, the restriction of liability shall not apply if we maliciously concealed a defect or assumed a guarantee. Provision 9.9 shall apply accordingly to the period of limitation for claims for compensation due to material defects.

11. Place of performance, place of jurisdiction, applicable law
11.1 Place of performance for delivery and payment for both parties is Almere.
11.2 Place of jurisdiction for both parties for all disputes arising from the contractual relationship, its entry into force and its validity shall be the court responsible for the domicile of our company. We can also choose to use in the place of domicile of the customer.
11.3 Applicable law: The contractual relationship is subject to Dutch law. UN purchasing law (CISG) shall not apply.