General Conditions of Sale and Delivery

1. GENERAL.

Orders are accepted by TraceElementalParts BV ("Seller"), subject to these terms and conditions. Seller hereby offers for sale to the buyer ("Buyer") the products ("Products") listed on the express conditions that the Buyer agrees to accept and be bound by the terms and conditions set forth herein. In case of a conflict, inconsistency or addition not expressly accepted in writing by Seller, the terms and conditions of sale provided herein shall be considered as superseding the conflicting, inconsistent or additional terms stated in Buyers purchase order, order form, contract or otherwise. The acceptance of an order will supersede all prior communications and constitute a complete and binding contract ("Contract") between Buyer and Seller, which contract cannot be modified or canceled without the written agreement of both parties. All orders are subject to acceptance in writing by an authorized representative Seller.

2. PRICES.

Irrespective of any prices quoted by Seller or listed on Buyers order, an order is accepted only at the prices shown on Sellers written quotation. All prices published by Seller may be changed at any time without notice. All prices are subject to adjustment on account of specifications, quantities, raw materials, special packaging, cost of production, shipment arrangements or other terms or conditions which are not part of Seller's original price quotation. The Seller reserves the right to designate minimum order quantities and/or minimum handling charges for any products. Installation of utilities required for equipment is not included in the specified price.

3. TAXES AND OTHER CHARGES.

Prices for the products exclude VAT and other taxes and duties. Accordingly, in addition to the prices specified on the written quotation, the amount of any applicable excise, sales, use and/or similar taxes will appear as separate items on the invoice and will be paid by Buyer unless prior to shipment Seller receives an appropriate tax exemption certificate from Buyer.

4. TERMS OF PAYMENT.

All sums due in respect of the Products are payable without discount of any kind by 30 days from the date of delivery and in no circumstances shall the Buyer be entitled to make a deduction or withhold payment for any reason at all. Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Seller if the Buyer fails to make any payment by the due date the Buyer shall pay interest on any overdue amount from the date on which the payment was due to that on which it is made (whether before or after judgment) on a daily base rate of ..% interest or, if lower, the maximum rate permissible by law and reimburse to the Seller all costs and expenses (including legal costs) incurred in the collection of any overdue amount. Seller reserves the right to require advance payment from Buyer at any time. All payments shall be made in the local currency of the Seller. Each shipment shall be considered a separate independent transaction, and payment therefore shall be made accordingly. If for any reason Buyer is not prepared to accept delivery of goods, Seller may store the goods at Buyers expense and risk in the name of Buyer, and such storage shall constitute shipment and delivery to Buyer.

5. DELIVERY/CANCELLATION.

Orders will be delivered by the Seller FCA (Incoterms 2010) at Seller’s facility; onward carriage shall be at Buyer’s cost and risk. The cost of insurance and packaging, if any, will be charged in addition to the price quoted for the products. All delivery dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. Product returns shall only be permitted in accordance with Seller’s Returns Policy. No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profits) costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

6. TITLE AND RISK OF LOSS.

Title to and risk of loss of the Products will pass to Buyer as soon as the products are delivered. All claims of damages must be filed with the carrier.

7. WARRANTY.

Seller warrants to the Buyer that the new Products will be free of defects in material and conform to Seller’s issued specifications on this Site, when the Products are used in a proper and intended manner. Seller warrants to the Buyer that replacement parts will be new or of equal functional quality and warranted for the remaining portion of the original warranty or 90 days, whichever is longer. If a period of time is not specified, the warranty period shall be ninety (90) days for all non-consumable products ("Warranty Period"). No claim will be allowed for any defect unless Seller shall have received notice of the defect within thirty days following its discovery by Buyer. Also, no claim will be allowed for equipment damaged in shipment. Seller shall repair or replace, if accepted, defective Products during the Warranty Period provided that (a) Seller promptly receives notice of any defect which is discovered by Buyer during inspection, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) obtain a Return Material Authorization ("RMA"), then, if applicable Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Consumables are specifically excluded from the foregoing warranties and are not warranted. All consumables are sold as is, where is, without any warranty, with the exception of manufacturing defects. Seller assumes no liability under the above warranty for damage arising from (i) abuse, misuse, modification or mishandling; (ii) damage due to external forces (iii) normal wear and tear. No one is authorized to extend or alter these warranties on Sellers behalf without the written authorization of Seller. Seller does not warrant that any Product can be used for any particular purpose or with any particular process other than that covered by the applicable issued specifications. The warranty options given above shall be the sole warranty options of Buyer in case of a defective product. Seller disclaims all other warranties, whether express or implied.

8. INDEMNIFICATION/ EXTEND OF LIABILITY.

The Seller shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any breach of this condition. Without prejudice to any rights or remedies of the Buyer, the Seller shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Products or the negligent or wrongful act or omission of the Seller. Seller shall have no liability, for anticipated or lost profits, for consequential damages, incidental, indirect, special or punitive damages, loss of time, loss of use, or other losses, even if advised of the possibility of such damages, incurred by Buyer with the products or services provided by Seller. Seller’s liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product Buyer purchased.

9. RIGHT TO MODIFY.

You will be subject to the policies and terms and conditions in force at the time that you order Products from TraceElementalParts. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.　

10. GOVERNING LAW.

Contracts for the purchase of Products through our site will be governed by Dutch law and the Seller herby irrevocably submits to the jurisdiction of Dutch courts.