1.   Scope of Application, etc.

(i) These general conditions apply to all contracts of sale of printed circuit boards and other goods concluded by MASSIVE, hereinafter called the “Seller”. The customer concluding the contract with the Seller is hereinafter called the “Buyer”. The Buyer’s order and the Seller’s order confirmation shall be deemed to incorporate these general conditions.

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

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

2. Product Information, Technical Information, Drawings, etc.

(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 way are binding in respect of a contract concerning a specific order only to the extent this is agreed in writing and the agreement specifies the statements in question.

(ii) Drawings and other technical documents concerning the goods or their production which are handed over by a party to the other party before or after the conclusion of the contract remain the property of the former party, unless otherwise agreed in writing. Drawings and other technical information and information about manufacturers’ and end customers’ identities and circumstances may not without the other party’s written consent be used for any other purpose than that for which the information was received.

(iii) Only Gerber, ODB++, Excellon and Sieb & Meyer formatted data files are suitable for production tools for printed circuit boards manufacturing. Any other data format is not suitable for creating production tools and has to be converted into a suitable data format. When the customer sends MASSIVE any other data format then Gerber, ODB++, Excellon or Sieb & Meyer, MASSIVE will convert these other data format into a suitable data format, using the latest available conversion software from the original design software supplier. MASSIVE cannot be held liable for conversion errors.

3. Applicable Trade Term

Applicable trade term is agreed in writing and shall be interpreted in accordance with the latest version of INCOTERMS at the time of the conclusion of the contract.

4. Retention of Title, Right to Retake Possession

Delivered goods remain the property of the Seller until paid for in full and the Seller has the right to retake possession of the goods in the event of termination, to the extent this is valid under the law applicable in these respects.

5. Environmental Regulations

In the event the Buyer requires that the goods ordered from the Seller shall comply with specific environmental regulations or requirements, the Buyer is obliged to inform the Seller hereof no later than in the request for quote. If such information is provided by the Buyer to the Seller at a later stage or not at all, the Seller has no responsibility for the purchased goods’ legal compliance to environmental regulations or requirements (including to provide any documentation to the Buyer) except for such mandatory legal requirements under the law of the country where the Seller has its statutory seat. The Seller is entitled to charge the Buyer for any and all costs for providing documents showing that the goods fulfil legal requirements in the environmental regulations specified by the Buyer or for any other documentation pertaining thereto.

6. Liability for Damage to Persons and Property

As between the parties, the Buyer is liable for damage or loss caused by the delivered goods or products containing the delivered goods to (a) persons, (b) products produced by the Buyer, (c) products which contain the Buyer’s product and (d) other movable or immovable property. The Buyer is also liable for the consequences of such damage and loss. The Buyer shall indemnify and hold the Seller harmless to the extent that the Seller incurs liability towards any third party for such damage, loss or consequences. To the extent the aforementioned constitutes limitations of the Seller’s liability, the limitations shall however not apply if the Seller was guilty of gross negligence. If a third party claims compensation from the Seller or the Buyer for damage, loss or consequences referred to in this article, the other party shall be notified thereof in writing without unreasonable delay.

7. Assignment of Rights and Claims

The Seller 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.

8.Applicable Law

Unless otherwise follows from these general conditions the contract between the parties shall be governed by the Chinese government (regardless of whether the parties are from the same state or different states), supplemented when necessary by the substantive law under which the Seller was established without application of its choice of law principles.