terms andconditions

(i) These general conditions apply to all contracts for the sale of printed circuit boards and other goods concluded by New Machine, hereinafter referred to as the “Seller.” The customer entering into the contract with the Seller will be referred to as the “Buyer.” The Buyer’s order and the Seller’s order confirmation are considered to incorporate these general conditions.

(ii) In these general conditions, the terms “in writing”and similar expressions refer to a signed document or a letter, facsimile, or email.

(iii) Any deviations from these general conditions must be expressly agreed upon in writing and must refer to a specific order to be considered a valid part of the contract concerning that order. The Seller’s failure to object to deviations presented by the Buyer shall not be construed as acceptance of those deviations or as a waiver of any rights of the Seller under the Seller’s order confirmation or these general conditions. These general conditions shall take precedence over any general or other conditions referenced or presented by the Buyer unless the Seller expressly accepts such conditions in writing concerning a specific order.

(i) Statements made in product information, price lists, descriptions of methods and routines, and similar information on the Seller’s website or presented in any other manner are binding concerning a contract for a specific order only if explicitly agreed upon in writing. Such an agreement must specify the statements in question to be binding.

(ii) Drawings and other technical documents related to the goods or their production, which are provided by one party to the other either before or after the conclusion of the contract, remain the property of the originating party unless otherwise agreed upon in writing. These drawings, technical documents, and any information regarding manufacturers’ and end customers’ identities or circumstances may not be used for any purpose other than that for which they were provided, without obtaining prior written consent from the originating party.

(iii) Only data files in Gerber, ODB++, Excellon, and Sieb & Meyer formats are considered suitable for creating production tools for printed circuit board manufacturing. Any other data formats are not directly suitable and must be converted into a compatible format. If the Buyer provides New Machine with data files in any format other than Gerber, ODB++, Excellon, or Sieb & Meyer, New Machine will convert these files into a suitable format using the latest available conversion software from the original design software supplier. New Machine shall not be held liable for any errors resulting from this conversion process.

 The applicable trade terms shall be agreed upon in writing by both parties and will be interpreted in accordance with the most recent version of the International Commercial Terms (INCOTERMS) at the time of contract conclusion. These terms will define the responsibilities and obligations of each party concerning the delivery, risk transfer, and cost distribution of the goods. It is the responsibility of both parties to ensure they fully understand and comply with the agreed-upon trade terms to facilitate a smooth and clear execution of the contract.

(i) Agreed Delivery Timeline
The delivery time for the goods shall be agreed upon in writing by both parties. If the Seller determines that a delivery or any portion thereof cannot be made on time, or anticipates a potential delay, the Seller must promptly inform the Buyer in writing without unreasonable delay, specifying, if possible, the expected delivery date.

(ii) Extension of Delivery Time
If a delay in delivery, or part of a delivery, arises due to:
(a) an action, omission, or any other circumstance on the Buyer’s side,
(b) the Seller’s suspension of delivery under Article 5 below, or
(c) a circumstance that qualifies for exemption under Article 11 below,
then the delivery time shall be extended by a reasonable period, irrespective of whether the cause of the delay occurs before or after the originally agreed delivery date.

(iii) Compensation for Seller-Caused Delay
Should the delivery or any part of it be delayed for more than three weeks due to an action, omission, or other circumstance on the Seller’s side, the Buyer is entitled to claim damages if any loss is suffered due to the delay. However, such damages shall not exceed 10% of the price (excluding applicable Taxes and similar charges) related to the delayed portion of the delivery. The Buyer will forfeit its right to damages under this clause if it fails to notify the Seller in writing of its claim for damages within four months from the expected delivery date, detailing the damage calculation and the relevant delivery delay.

(iv) Termination Due to Prolonged Delay
In situations described in paragraph (iii) above, if the delivery is delayed for more than two months, the Buyer may issue a written demand for delivery within a final, reasonable period, not less than two weeks. Should the Seller fail to fulfill delivery within this specified timeframe, and the delay is not attributable to circumstances outlined in paragraph (ii) above, the Buyer may issue written notice to terminate the contract regarding the delayed portion of the delivery. Upon such termination, the Buyer is entitled to claim damages if loss occurs as a result of the termination. However, the total damages for such termination, combined with any damages due to delay under paragraph (iii), shall not exceed 15% of the price (excluding applicable Taxes and similar charges) related to the delayed delivery portion. The Buyer will lose the right to claim these damages if they fail to notify the Seller in writing within six months from the expected delivery date, providing a calculation of the damages and the specific delivery delay.

(v) Limitation of Remedies for Delay
The Buyer is entitled solely to limited damages and termination as specified in paragraphs (iii) and (iv) above concerning delays. However, the limitation on liability for damages does not apply if the delay results from gross negligence on the Seller’s part.

(vi) Buyer’s Obligation to Accept Delivery
The Buyer is responsible for ensuring that they can accept delivery on the agreed date, irrespective of whether it falls on a holiday at the delivery location and regardless of the agreed trade term. If the Buyer anticipates being unable to accept delivery on time, they must immediately notify the Seller in writing, specifying, if possible, the expected date when they can take delivery. The Buyer shall pay the agreed price as though the goods were delivered on the initially agreed date, and the Seller is entitled to claim damages if any loss occurs due to the Buyer’s delay in accepting delivery.

(i) Payment Terms

The time for payment is established in writing as per the agreement between the parties. If the Buyer fails to make payment on time, the Seller, New Machine, is entitled to charge interest from the due date at a rate of 1.5% per month unless a different rate has been agreed upon in writing. In situations where the specified interest rate is not enforceable under Indian law, the Seller is entitled to interest at the maximum permissible rate under Indian law.

(ii) Suspension of Performance

Until payment is received, the Seller reserves the right to suspend the execution of this contract and any other contracts with the Buyer. This includes suspending deliveries and any other obligations that have yet to be fulfilled under both the current and other contracts, irrespective of whether those contracts are directly affected by the payment delay. Additionally, if there is reasonable cause to believe that the Buyer may not make timely payment for a delivery under the contract, or if the Buyer fails to pay on time for a delivery under another contract with the Seller, the Seller may also suspend its obligations under the agreement by providing written notice.

(iii) Contract Termination

If the Buyer does not remit payment within two months from the due date, or if there is a substantial reason to suspect that the Buyer will not make the payment within this period, the Seller may terminate the contract through written notice. This may extend to terminating the portion of the contract related to pending deliveries or, if desired by the Seller, other contracts with the Buyer to the extent that deliveries have not yet occurred. Such termination is irrespective of whether those contracts are directly linked to the payment delay. The Seller is entitled to claim damages for any losses incurred due to the termination of the contract or any other contracts with the Buyer. 

 Delivered goods shall remain the property of New Machine until the purchase price is paid in full. In the event of termination due to non-payment or any other breach of contract, New Machine reserves the right to repossess the goods, subject to the extent permissible under Indian law.

(i) Conformance to Specifications

Delivered goods must conform to the specifications agreed upon in writing. In the event of a defect caused by faulty materials or workmanship, New Machine shall, in accordance with the following paragraphs, either:

• (a)     Repair or replace the defective goods.
• (b)     Refund the Buyer for payment made for the defective goods or, if payment      has not yet been made, release the Buyer in writing from the obligation to      pay for the defective goods.

(ii) Examination and Notification

The Buyer is responsible for examining the goods as soon as possible after delivery. If a defect is discovered, the Buyer must notify New Machine in writing immediately, and in any event, within two weeks after discovering or should have discovered the defect. The notice must include:

• (a)     A description of the goods and delivery details.
• (b)     A clear description of how the defect manifests itself, including      photographs of the defective goods.
      The Buyer must preserve the defective goods and allow New Machine to      examine them upon request. If the Buyer fails to:
• (a)     Notify New Machine within the specified period.
• (b)     Preserve the goods for inspection.
• (c)     Allow examination of the goods.
      Then the Buyer forfeits any remedy or relief related to the defect,      including repair, replacement, price reduction, or damages.

(iii) Limitation of Notification Period

After eight months from the delivery date, the Buyer forfeits the right to notify New Machine of any defects or make claims related to such defects, irrespective of whether they could have been discovered earlier. For goods replaced or repaired by New Machine, the liability for defects is the same as for the original goods but for a maximum of eight months.

(iv) Remedial Actions

Upon receiving a valid defect notice, and provided the Buyer has fulfilled the obligations in paragraph (ii), New Machine shall:

• (a)     Repair or replace the defective goods without unreasonable delay.
• (b)     If unable to remedy the defect within the specified time and the defect is      fundamental to the intended use, refund the Buyer or release the Buyer      from payment obligations for the defective goods.

If the Buyer wishes to remedy the defect independently or through a third party, the Buyer must obtain written consent from New Machine. Without such consent, the Buyer is not entitled to compensation for costs incurred.

(v) Final Remedy Period

If New Machine does not fulfill its obligation to remedy a defect within a reasonable time, the Buyer may issue a written notice requiring action within a final period of no less than two weeks. If New Machine fails to comply within this final period, the Buyer may remedy the defect or engage a third party, provided they notify New Machine within two weeks of the final period's expiration. The Buyer is entitled to compensation for reasonable costs incurred, not exceeding 15% of the price related to the defective goods, exclusive of VAT and similar charges.

(vi) Price Reduction Option

If eligible to remedy a defect under paragraph (v), the Buyer may instead claim a price reduction proportional to the defect. This must be communicated in writing to New Machine within four weeks of the final period's expiration. The reduction is capped at 15% of the price of the defective goods, exclusive of VAT and similar charges.

(vii) Contract Termination

The Buyer may terminate the contract for the defective goods if the defect is fundamental to its intended use and written notice is given within five weeks of the final period's expiration. If the defect affects the entire contract, the Buyer may terminate the entire agreement. In such cases, or if New Machine refunds the payment or releases the Buyer from payment obligations, the Buyer is entitled to damages not exceeding 15% of the price of the defective goods, exclusive of VAT and similar charges.

(viii) Claim Notification Period

The Buyer forfeits the right to claim compensation for remedy costs, price reduction, or damages if they do not notify New Machine in writing within six months of the final period's expiration, including relevant delivery details, defect specifics, and a calculation of the claim amount. Replaced goods or those for which a refund has been issued become New Machine's property upon request. Failure to provide the goods results in the loss of rights to the defect claim and obligates the Buyer to pay for the goods again.

(ix) Responsibility for Remedial Work

If remedial work involves other property, the Buyer bears responsibility for resulting work and costs. Transportation for replacement or repair must follow New Machine's instructions and will be at New Machine's expense. If no defect is found, the Buyer compensates New Machine for resulting work and costs.

(x) Limitation of Liability

New Machine's liability for defects is limited to the remedies stated in this article. This limitation applies to any direct or indirect costs or damages caused by defects, including disassembly, reprogramming, loss of production, profit, goodwill, business, or customers. However, this limitation does not apply if the defect results from New Machine's gross negligence.

Definitions:

• “Sanctions” refers to any applicable      export controls, trade or economic sanctions, economic or financial      sanctions laws, rules, licenses, orders, requirements, regulations, trade      embargoes, or similar restrictive measures imposed, administered, or      enforced by any Sanctioning Authority.
• “Sanctions List” refers to any list of      persons or entities subject to Sanctions published by any Sanctioning      Authority.
• “Sanctioning Authority” includes the US government      or any US agency (including the Office of Foreign Assets Control of the      United States Department of the Treasury ("OFAC"), the US State      Department, the US Department of Commerce, or the US Department of the      Treasury), the Security Council of the United Nations, the European Union      or any of its member states, the United Kingdom, or any member state of      the European Economic Area.
• “Owner” means a person or entity      owning or controlling 50 percent or more, either directly or indirectly,      as defined by the relevant Sanctioning Authority.
• “Affiliate” means any company within      the New Machine group of companies.

Compliance Obligations:

1. Acknowledgment      of Sanctions:
   • The       Buyer acknowledges that the supply of goods may be subject to Sanctions.
   • New       Machine reserves the right to conduct screening and background checks on       the Buyer before supplying goods and during the performance of the       contract. The Buyer shall provide all necessary assistance to New Machine       in these checks.

1. Buyer’s Warranties:
   • The       Buyer warrants and represents that it, including any person acting on its       behalf, its officers and directors, and its Owner:
     • (a)       Is not listed on any Sanctions List.
     • (b)       Is not located or organized in any country or territory subject to        Sanctions.
     • (c)       Is not a person or entity with whom New Machine is prohibited from        engaging by reason of any Sanctions.
     • (d)       Is otherwise not subject to Sanctions.
     • (e)       Is not in breach of Sanctions.
     • (f)       Ensures that proceeds from any transfer of goods, whether in original        form or incorporated into another product, are not used to benefit any        person or entity listed on any Sanctions List or otherwise subject to        Sanctions.
     • (g)       Will not include any Sanctions-related information in its request for        quote or attachments that might cause New Machine to breach Sanctions.
     • (h)       Will not use, sell, resell, export, re-export, transfer, distribute,        divert, release, dispose of, disclose, or otherwise deal with the goods,        directly or indirectly, to:
       • (1)        Any country, territory, or destination with which New Machine does not         conduct business as a matter of policy (e.g., Iran, Russia, Syria,         Sudan, Cuba, Crimea, Sevastopol, North Korea), and any other territory         subject to comprehensive Sanctions.
       • (2)        Any territory where the supply of goods would be restricted or         prohibited under Sanctions, unless the Buyer obtains all necessary         licenses and approvals.
       • (3)        Any person or entity listed on any Sanctions List (or any person or         entity owned or controlled by such persons or entities).
     • (i)       Will obtain and maintain any required export license or governmental        approval and complete necessary formalities under Sanctions for dealing        with the goods.
     • (j)       Will not use the goods, either in original form or after incorporation        into another product, for developing, producing, handling, operating,        maintaining, storing, detecting, identifying, or disseminating chemical,        biological, or nuclear weapons or missiles capable of delivering such        weapons, or for any military end-use in violation of applicable        embargoes.
     • (k)       Will not sell, resell, supply, export, re-export, transfer, distribute,        divert, release, or dispose of goods, either in original form or        incorporated into another product, to any third party if the Buyer knows        or suspects that the goods are intended for the uses specified above.

1. Notification      Requirements:
   • The       Buyer must notify New Machine, both before and promptly after a request       for quote, if it, including any person acting on its behalf, its officers       and directors, or its Owner:
     • (i)       Is or becomes listed on any Sanctions List.
     • (ii)       Is or becomes located or organized in any country or territory subject        to Sanctions.
     • (iii)       Is or becomes a person or entity with whom New Machine is prohibited        from engaging.
     • (iv)       Otherwise becomes subject to Sanctions.
     • (v)       Is in breach of Sanctions.
     • (vi)       Includes any Sanctions-related information in its request for quote or        attachments that might cause New Machine to breach Sanctions.

1. Provision      of Information:
   • If       required for export control checks, the Buyer must promptly provide New       Machine with information regarding the end customer, destination,       intended use of goods, and any existing export control restrictions.

1. Additional      Remedies:
   • The       Buyer shall indemnify and hold harmless New Machine, its Affiliates,       officers, and personnel from any direct or indirect liabilities, claims,       costs, damages, losses, or expenses arising from a breach of this clause.       New Machine reserves the right to terminate the contract immediately upon       written notice without penalty if there is such a breach. If delivery is       prevented due to Sanctions, New Machine may still charge the Buyer for       the full purchase price.

1. Right      to Terminate:
   • New       Machine may terminate the contract, without liability for damages or       costs, if it reasonably believes that performance would violate any       Sanctions or if the Buyer fails to cooperate in demonstrating compliance.

1. Blocking      or Antiboycott Laws:
   • Nothing       in this clause requires either party to act contrary to any applicable       blocking or antiboycott laws, including the Anti-Foreign Sanctions Law of       the People’s Republic of China if       applicable.

1. Buyer’s Responsibility:
   • If       the Buyer requires that the goods ordered from New Machine comply with       specific environmental regulations or requirements, the Buyer must inform       New Machine of these requirements no later than in the request for quote.
   • If       the Buyer provides such information after the request for quote or does       not provide it at all, New Machine will not be responsible for ensuring       the purchased goods’      compliance with the specified environmental regulations or requirements,       except for mandatory legal requirements under Indian law where New       Machine has its statutory seat.

1. Documentation      and Costs:
   • New       Machine reserves the right to charge the Buyer for any costs incurred in       providing documentation that demonstrates the goods meet the specified       environmental regulations or for any other related documentation.

1. Buyer’s Liability:
   • The       Buyer is responsible for any damage or loss caused by the delivered goods       or by products containing the delivered goods. This includes damage to       (a) persons, (b) products manufactured by the Buyer, (c) products that       incorporate the Buyer’s       product, and (d) other movable or immovable property.
   • The       Buyer is also liable for any consequences resulting from such damage or       loss.

1. Indemnification:
   • The       Buyer shall indemnify and hold New Machine harmless against any claims       from third parties for damage, loss, or consequences arising from the       delivered goods. This includes covering any liability incurred by New       Machine towards third parties.

1. Limitation      of Liability:
   • These       indemnification obligations are subject to the limitation that New       Machine’s liability will not be       restricted if the damage is due to New Machine’s gross negligence.

1. Notification      of Claims:
   • If       a third party makes a claim against New Machine or the Buyer for damage,       loss, or consequences as described above, the party receiving the claim       must notify the other party in writing without unreasonable delay.

1. Labour disputes that are not merely minor shall constitute exemptions. Otherwise, Article 79 of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (the “CISG”) shall apply regarding exemptions.

1. New Machine may at any time assign or transfer any or all of its rights under any contract, or a claim against the Buyer, to any third party without the prior written consent of the Buyer.