Terms & Conditions


1. Agreement; Covered Items. These terms and conditions (“Agreement”) are between QenTest BV, ("Seller") and the company or person ordering the goods or services or identified on the proposal or invoice associated herewith ("Customer"), and shall apply with respect to all services or goods (“Deliverables” or “Services”) which Seller agrees to provide and the Customer agrees to purchase. A corresponding proposal or invoice is referred to herein as the “Order”.

2. Responsibility. Customer is responsible for providing Seller with error-free materials, products and information (“Customer Materials”) needed for preparation of the Deliverables and performance of the Services. Seller is not responsible for errors within the Customer Materials or transfer of the same into the Deliverables or Services, and a charge will be assessed and paid by Customer for the correction of any such error which is requested by Customer. Production tested and delivered semiconductor chips/devices/wafers will always be tested based on a predefined test specification that has been agreed upon by the Customer and therefor test failures will not be the responsibility of the Seller.

3. Delivery, Inspection and Acceptance. Seller will use its commercially reasonable efforts to provide the Deliverables in accordance with any schedule estimate previously provided to the Customer. However, such schedule estimates are nonbinding and are best estimates only, and Seller shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of such delay. At the time of delivery of the Deliverables, the Customer shall promptly inspect the same for conformance with the order. The Deliverables and Services shall be deemed accepted by Customer immediately upon completion of inspection, unless Customer shall, at the time of inspection, identify errors not present within the Customer Materials. No goods may be returned without the prior authorization of Seller.

4. Cancellation & Termination. All orders for Deliverables (“Orders”) are considered firm when mutually accepted by Seller and the Customer. In the event the Customer subsequently cancels an Order due to no fault of Seller, a cancellation charge will be assessed by Seller based upon costs incurred and time spent, plus a reasonable profit. Seller may terminate any Order upon five (5) days prior notice if this Agreement is breached by the Customer.

5. Prices. All prices are subject to change without notice, unless a firm quote is made in writing and accepted within ten (10) days or such other period specified in writing. Prices are exclusive of all sales, use and like taxes. Any tax Seller may be required to collect or pay upon the sale or delivery of the Deliverables shall be paid by the Customer at the time the Deliverables are delivered, and Customer remains liable for any other taxes, including taxes not collected and agrees to indemnify Seller against all liability associated therewith. Claims for retroactive cash discounts will not be honored.

6. Payment Terms. Seller may invoice for Deliverables upon Delivery or on a Monthly basis for Services that have been delivered. New Customers may be required to pay all or part of the purchase price in advance. Fees for work performed but not delivered will be due and payable upon Customer’s sale or discontinuance of its business, illiquidity or upon its filing for bankruptcy protection. Seller retains the right to refuse credit terms to any Customer. For Customers with credit terms, payment terms are net 30 days or such other term on the Order (the “Due Date”). Balances not paid by the Due Date will be subject to a monthly € 25,= service charge, and will accrue interest charges on the outstanding balance at the rate of 1.5% per month. Accounts unpaid for 60 days will be considered in default and may be referred to an attorney or collection agency. Customer agrees to reimburse Seller its reasonable expenses, including attorneys’ and other fees incurred in collecting amounts due. Payments received after default shall be applied against interest, expenses, and principal as Seller determines in its sole discretion.

7. Rights in Deliverables. Effective upon acceptance of the Deliverables and receipt of payment from Customer for all Deliverables, Seller agrees to assign all right, title and interest in any custom work specifically designed, specified, requisitioned and paid for by the Customer that is embedded in the Deliverables (“Work Product”). Seller retains all right, title and interest in any and all Seller intellectual property or Work Product for which full payment has not been made which is embedded in the Deliverables (“Seller IP”). Upon acceptance by Customer of the Deliverables and full payment therefore, Seller grants Customer a worldwide, nonexclusive, nontransferable, royalty-free license to the Seller IP solely for Customer’s use of the Deliverable or Service in the manner intended by the Seller and in the form delivered to Customer. No license is granted for use of the Seller IP apart from and separate from the Deliverable. Additionally, Seller shall not be restricted from performing Services or preparing Deliverables substantially similar in nature to the Services and Deliverables provided hereunder for any third party, both during and after the term of this Agreement. Nor shall Seller be restricted from using any ideas, concepts, know-how, methodology, content or techniques related to the Services or Deliverables under this Agreement, and Seller retains and Customer grants a royalty-free license to use the Work Product for all purposes, applications or customers, provided that such use does not infringe the patent, copyright, or trademark rights of Customer.

8. Support. (a) Customer may order Support from Seller’s current Support offering as available. Orders for Support are also subject to the Product-specific Support terms and the terms indicated on the Quotation. (b) To be eligible for Support, Products must be at current specified revision levels and, in Seller’s reasonable opinion, in good operating condition. (c) Product relocation may result in additional Support charges and modified service response times. Support of Products moved to another location is subject to availability. (d) Customer is responsible for removing any third-party products not eligible for Support to enable Seller to perform Support services. Additional charges, computed at Seller’s standard rates, may be incurred for any extra work caused by such products. (e) Support does not cover any damage, defects or failures caused by: use of non-Seller media, supplies, services and other products: (1) site conditions that do not conform to Seller’s site specifications; or (2) neglect, improper use, fire or water damage, electrical disturbances, transportation, work, or modification by non-Seller employees or subcontractors, or other causes beyond Seller’s control. (f) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when Seller provides Support services at Customer’s site. Customer will notify Seller if Products are being used in an environment that poses a potential health hazard to Seller employees or subcontractors. Seller may require Customer to maintain such Products under Seller supervision. (g) Either party may delete Products subject to Support or cancel a Support obligation upon 60 days advance written notice.

9. Warranty. Each Product’s hardware (“Hardware”) is warranted for a one-year period and licensed Software is warranted for a 90-day period as set forth in this Section 9. The warranty period begins on the date of Delivery. Seller warrants Hardware against defects in materials and workmanship. Seller further warrants that Hardware conforms to Seller’s published specifications (“Specifications”). Seller warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by Seller. Seller further warrants that Seller owned standard Software will substantially conform to Specifications. Seller does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer. Seller does not warrant that the operation of Hardware or Software will be uninterrupted or error free. If Seller receives notice of defects or non-conformance of Hardware or Software as defined in this Section 9 during the warranty period, Seller will, at its option, repair or replace the affected Hardware or Software. Customer will pay expenses for return of such Hardware or Software. Seller will pay expenses for re-shipment of repaired or replacement Hardware or Software. Seller will pay expenses for travel costs if needed. If Seller is unable, within a reasonable time, to repair or replace the affected Hardware or Software, Customer will be entitled to a refund of the purchase price upon prompt return of the Hardware or Software to Seller. Seller warrants that Support will be provided in a professional and workmanlike manner. Seller will replace, at no charge, parts provided in connection with Support that are defective and returned to Seller within 90 days of delivery. Some newly manufactured Hardware may contain and Support may use remanufactured parts that are equivalent to new in performance. The above warranties do not apply to defects resulting from improper or inadequate maintenance, repair or calibration by Customer; Customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation. THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No warranty is given to all tested, non-tested and shipped semiconductor devices, materials and/or dies/wafers as the production or engineering test step is a small part of the complete production cycle and therefore no warranty can be given on these supplied devices or dies/wafers.

10. Design changes. Seller reserves the right to make changes in the design of its standard Products and Services at any time without incurring any obligation to make equivalent changes in Products previously manufactured or shipped.

11. Upgrades and retrofits. Seller may offer upgrades and retrofits for product enhancement or to correct safety deficiencies. Contact Seller for the latest status of upgrades and retrofits. The contract terms for performance-related upgrades and retrofits are based on the level of product support that has been purchased by the Customer. Safety-related upgrades and retrofits are available independent of the level of purchased product support. If a safety-related upgrade or retrofit is required, Seller will notify the designated contact at the Customer’s facility.

12. Confidentiality; Proprietary rights. Seller’s proprietary data includes, without limitation, all non-public ideas, products concepts, hardware, engineering data software, manufacturing processes and techniques, reports, drawings, films, tapes, computer data bases and other information embodied in any of the Products or Software or otherwise disclosed to Customer by Seller. Customer promises to protect and preserve the confidentiality of all of the proprietary data known to Customer specifically, without limit the generality of the foregoing. Customer will not use any portion of the proprietary data except as maybe required in connection with Customer’s operation of the Products purchased and Software licensed from Seller. No proprietary data, nor any disclosure, publication or discussion thereof with or to third parties, other than employees who need to know the proprietary data for the purpose of utilizing the Products or Software and who have agreed to protect its confidentiality, will be permitted without express prior consent of Seller in each instance. Customer shall take all appropriate actions to secure the compliance by its officers, employees, agents and directors with the terms of this section. Customer acknowledges the Seller remedies for any breach of this section may include, in addition to damage and other available remedies, injunctive relief enjoining any such breach.

13. Seller Responsibility, Disclaimers, Limitation of Liability and Force Majeure. Seller is responsible for providing the services and deliverables by qualified personnel in a professional manner. This limited warranty is given only to customer and is not given to, nor may be used by any third party. The foregoing warranties are exclusive and Seller disclaims all other warranties express or implied, including without imitation, warranties of title, non-infringement, and warranties of merchantability and fitness for a particular purpose, concerning the deliverables and services provided hereunder. Neither Seller nor its suppliers shall be liable to customer or any third party for any punitive, special, consequential, incidental or indirect damages including without limitation, lost profits and/or loss or damage, including where arising out of a delay in delivery or the use or inability to use deliverables or Services, even if advised of the possibility of such damages. The maximum aggregate liability of Seller relating to or arising out of this agreement, whether in contract, tort or otherwise, shall not exceed the total amounts paid by customer to Seller for the Deliverables or Services in question. Seller will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.

14. General Provisions. Attorneys' Fees: In case suit or action is brought to enforce any of the terms or conditions of this Agreement, the successful party shall be entitled to reasonable attorneys' fees and costs. Choice of Law: This Agreement shall be governed by the laws of The Netherlands, except for its conflict of laws principles. Severability: In the event that any one or more provisions of this Agreement shall be declared invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Entire Agreement: Subject to section 15 below, this Agreement will constitute the entire agreement between Seller and the Customer with respect to its subject matter, notwithstanding any inconsistent or additional terms and conditions in Customer’s purchase orders, in any other documents submitted to Seller by Customer, or any other agreement. To the extent that terms and conditions or prices in this Agreement and any price lists conflict, the prices on the Order and the terms and conditions of this Agreement will prevail. This Agreement may be modified only by a writing signed by the authorized representatives of both parties. Assignability: Neither the benefits nor obligations of this Agreement are assignable without the written consent of Seller. Survival: Sections 3, 6, 7, 8 and 9 will survive any termination of this Agreement. No Waiver: Failure to enforce any right or obligation of the other party shall not act as a waiver thereof. Effective Date: This Agreement will become effective upon execution (i) by Seller and the Customer on the Order, or (ii) by the performance of the Services or preparation of the Deliverables by Seller.

15. Mutual non disclosure agreement. If there is a Mutual Non Disclosure Agreement ("NDA") in place between the Customer and Seller this NDA will replace section 12 of this agreement, and the NDA, together with this agreement, will constitute the entire agreement between Seller and Customer.

For more information please send an email to: eddie.willemink@qentest.com