General Terms and Conditions of Boston Micro Equipment
(as of January 2017)
1 General
1.1 These General Terms and Conditions are valid for offers, quotations, sales, deliveries and service performed by Boston Micro Equipment
Boston Micro-Components of MA Inc. (hereafter called Boston Micro Equipment“). Alterations or extensions to these Terms are not valid unless confirmed in writing by Boston Micro Equipment. For any alternative case not covered by these Terms, the General Terms for Products and Services of the Electrical Industry („Green Terms“ of the ZVEI) are valid.
1.2 Boston Micro Equipment expressly declines General Terms of Purchase used by the purchaser insofar as they deviate from, contradict, or
extend these Terms. Such General Terms of Purchase are invalid even if they are expressly included in the purchase order or other statement. Expressly and in writing. They are only valid if and insofar as Boston Micro Equipment accepts them
1.3 For the contractual relation between the purchaser and Boston Micro Equipment, the law of Braunau, Austria with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG). This is the case also if the purchaser’s seat of business or residence is in a foreign country. Place of jurisdiction is the seat of Boston Micro Equipment, as far as permitted by law.
1.4 If a claim is made by Boston Micro Equipment against the purchaser in the shape of a statement transmitted by post, this statement is
considered to be delivered on the third working day after having been put in the regular mail course. Boston Micro Equipment is free to submit proof of earlier delivery; the purchaser is free to submit proof of delivery at a later time or of non-delivery.
2 Software
2.1 The purchaser acquires title only to the physical data medium (disk, EPROM, hard disk) containing the software.
2.2 The purchaser does not receive software licenses, unless agreed otherwise and only within the scope agreed to. Without prior written
permission of Boston Micro Equipment, the software shall not be given to third parties or made available to third parties in any other manner.
3 Quotations of Boston Micro Equipment
3.1 Quotations issued by Boston Micro Equipment are subject to change unless they are expressly designated as binding. A valid contract comes into force only through a written order confirmation from Boston Micro Equipment or through delivery of the goods. A quotation is valid for 30 days calendar days unless agreed otherwise. After 30 calendar days Boston Micro Equipment is no longer bound by the quotation. Should the purchaser accept Boston Micro Equipment’s offer later than 30 calendar days after its issuance, his acceptance will constitute a new offer by the purchaser which can be accepted by Boston Micro Equipment.
3.2 Contracts and purchase orders become binding to Boston Micro Equipment only through a written confirmation (also by invoice or delivery note).
3.3 Specifications made in data sheets, brochures, information flyers, drawings and similar information material are non-
bonding and subject to change. Changes in these documents are subject to ongoing technological progress. Such technical data can become contractually binding only by express written confirmation from Boston Micro Equipment.
4 Technical and Performance Specification
Before placing a purchase order, the machine specification is agreed upon on the base of the specification prepared by the purchaser.
5 Prices
5.1 Prices are ex works Ottobrunn near Munich, Germany. They do not include packaging, insurance nor any taxes, customs
duties and further fees which are due under applicable law.
5.2 The purchaser undertakes to reimburse Boston Micro Equipment for any taxes, customs duties and further fees charged to Boston Micro Equipment.
5.3 In the case where Boston Micro Equipment takes care of installing or setting up, the purchaser bears all necessary extra expenses in addition to the contractual compensation, unless a different agreement has been made.
5.4 Boston Micro Equipment reserves the right to adjust the prices agreed upon to any changes in labor or material cost at the time of delivery.
5.5 Boston Micro Equipment’s products are continuously developed further and improved technologically. Therefore product changes are possible after making a quotation. In case this increases the value of the product, Boston Micro Equipment reserves the right to adjust prices accordingly.
6 Payment Terms
6.1 Payments made to Boston Micro Equipment are to be made per the payment terms listed above in the quotation.
6.2 All payments are 30 days net. Unless quoted otherwise in the quotation above
6.3 Invoices for service and spare parts are payable immediately. Cash discounts are not permitted.
6.4 Should the agreed payment terms be exceeded, delay interest is payable at eight percent points above the base interest
rate. This delay interest is computed monthly and is payable immediately.
6.5 The purchaser can offset only such claims which are not in dispute or have been established as final and absolute.
6.6 Payments have to be made free of charges to the payment office of Boston Micro Equipment or to a bank account named by Boston Micro Equipment.
7 Retention of Title
7.1 All shipments remain the property of Boston Micro Equipment until all claims of Boston Micro Equipment against the purchaser arising from the business connection have been settled. In closing the contract the purchaser grants permission to Boston Micro Equipment to register or publish the retention of title in accordance with applicable national regulations in appropriate form in public registers, books or similar information tools at the cost of the purchaser.
7.2 As long as retention of title holds, the purchaser is not permitted to pledge as collateral or otherwise the goods delivered by
Boston Micro Equipment. Further sale of the goods is only permitted to resellers in the regular process of business and only under the condition that the reseller receives payment from his custom or agrees the exemption that title does not transfer to the customer until he has fulfilled his payment obligations.
7.3 In case of attachment, sequestration or other intervention from third parties which could result in the loss of rights of Boston Micro Equipment to the delivered goods, the purchaser must notify Boston Micro Equipment without delay and in writing.
7.4 In case of material breach of obligations to the purchaser, especially in case of payment delay, Boston Micro Equipment is entitled, after a suitable grace period granted to the purchaser has expired without result, to cancel the contract or repossess the goods. The legal regulations concerning disposability of setting a grace period are not touched. The purchaser is obliged to release the goods. Should Boston Micro Equipment repossess the goods of assert the retention of title or attach the goods covered under retention of title, this does not imply a cancellation of the contract unless Boston Micro Equipment expressly declares this to be the case.
8 Order cancellation
8.1 Cancellation of contracts is subject to cancellation fees. These are calculated based on the receipt of a written
cancellation. Cancellation charges are computed as follows:
– at least 20% of the order value for cancellations between order acknowledgement and 5 weeks before delivery
– at least 40% of the order value for cancellations between 5th and 4th week before delivery
Cancellations at a later date are not possible. Expenses incurred for special design and development work are charged fully.
8.2 Cancellation charges are payable in full and immediately upon receipt of invoice to Boston Micro Equipment.
8.3 In case a shorter delivery time is desired by the purchaser and agreed to by Boston Micro Equipment, the cancellation periods and charges are unaffected.
9 Place of Fulfilment
Place of fulfilment is Braunau, Austria
10 Test materials
10.1 With the purchase order, the purchaser commits to providing Boston Micro Equipment with drawings, bond diagrams, testing materials and production samples of the materials to be processed. This is crucial especially when customer specific bonding applications are concerned. For fully automatic systems, magazines and/ or boats or other applicable carrier systems are required, if such systems are employed.
10.2 Furthermore, approx. 30 days before the buy-off the requirement for testing materials is checked and requested from the
purchaser. Time and quantities are determined between the purchaser and Boston Micro Equipment. Those samples provided to Boston Micro Equipment are also the sample parts for pre-acceptance and final acceptance.
10.3 In case of delay in the delivery of test materials and/or information as described in 10.1, Boston Micro Equipment does not guarantee the date for pre-acceptance.
11 Pre-Acceptance
11.1 Boston Micro Equipment determines a date for pre-acceptance.
11.2 The purchaser commits to make available qualified personnel for the pre-acceptance in order to buy-off the machine
according to the specification at the supplier’s site. The machine is set up for the pre-acceptance date and its functionality is demonstrated under production conditions. The pre-acceptance run is confirmed by records signed from both sides.
11 Pre-Acceptance
11.1 Boston Micro Equipment determines a date for pre-acceptance
11.2 The purchaser commits to make available qualified personnel for the pre-acceptance in order to buy-off the machine according to the specification at the supplier's site. The machine is set up for the pre-acceptance date and its functionality is demonstrated under production conditions. The pre-acceptance run is confirmed by records signed from both sides.
12 Delivery
12.1 Delivery release permits Boston Micro Equipment to deliver the equipment. Delivery release is automatically set upon successful pre-
acceptance.
13 Packaging
13.1 Packaging is indispensable for insurance reasons. Cost of the package, for transport and transport insurance are, unless
specifically pointed out in the quotation, not included in the price and are charged according to actual cost.
13.2 Machine transfer and passing of the risk which is connected with it are made to the carrier in Boston Micro Equipment's plant.
In case that the transfer or, as far as has been agreed otherwise, shipment, hand-over, beginning or execution of installation
or set-up, transfer into purchaser's operation or trial operation are delayed for reasons for which Boston Micro Equipment
is not responsible, or if the purchaser is in default of acceptance for any other reason, risk passes to the purchaser at the
time it would have passed without the delays mentioned above.
13.3 Keeping to agreed delivery dates is dependent upon the timely receipt of all information due from the purchaser; of any
releases and approvals, especially of drawings and plans; and of the timely execution of payment terms which were agreed upon as well as
other obligations on the part of the purchaser. In case any of these conditions are not met at the proper time, delivery
times are moved forward accordingly. This is not the case if Boston Micro Equipment is responsible for the delay.
13.4 In case the delay in delivery is due to acts of God (i.e. war actions, strike etc.), the delivery times are extended accordingly.
The same holds true in case of delayed or unacceptable shipments to
13.5 Delivery obligations are preconditioned upon receipt of necessary export permits and upon accordance with German,
European, US- or other relevant export regulations. All shipments and services offered by Boston Micro Equipment are only
valid for the country specified in the quotation.
13.6 In case the purchaser needs to move the shipment date to a later time, this is possible upon prior arrangement with Boston Micro Equipment.
Such change of date is free of charge up to a total change of 30 days. In case the shipment is delayed further, or if the delay is not agreed upon with Boston Micro Equipment, Boston Micro Equipment is at liberty to treat the delay as an order cancellation and can levy the
cancellation charges detailed above.
13.7 Partial shipments are allowed.
14 Installation, Setup and Assembly
For setup and assembly the following regulations apply, unless others are agreed upon in writing:
14.1 The purchaser is obliged to provide at his cost and in a timely manner:
– all work to the ground and building including further extra work, including any required specialists and helpers, building materials and tools;
– all tools needed for setup and assembly such as scaffolds, cranes, lifts and other kits, tools and transportation equipment;
– electrical power, water, pressurized air and vacuum at the installation point including the outlet connectors, climate control and lighting;
– rooms of sufficient size and quality which can be locked for the setup and installation staff of Boston Micro Equipment including
appropriate toilet facilities; these rooms are to be provided also for storage of machine parts, tools, extra materials etc.
Beyond this the purchaser is required to take all measures to protect the staff and property of Boston Micro Equipment at the building site
which he would reasonably take to protect his own staff and property;
– protective clothes and equipment insofar as necessary owing to particular conditions prevailing at the installation point.
14.2 Before starting the setup work, the purchaser is obliged to inform without extra request Boston Micro Equipment as to the position of hidden electrical wiring, gas or water pipes or similar installations; as well as to data about the building’s structural safety in view of the weight of the machines to be installed.
14.3 Before starting setup work, all tools and further equipment to be provided by the purchaser must be present and ready for
use at the installation site. All preparatory work must be at a stage where the assembly and setup of the machines can be started according to agreement and continued without interruption. The purchaser is obliged to make sure that all transport paths and installation point itself are suited for transport and setup of the machine without necessitating dismantling the machine from its transport state. This concerns especially the free throughput size of doors and comering space around doors; load capability, smoothness and level (especially lack of stairs and thresholds) of transport aides. Especially in the case of unusually large further equipment such as curing ovens etc. the purchaser is obliged to make sure well ahead of delivery time that the equipment can be put in place without problems.
14.4 In case setup, assembly and installation are delayed due to circumstances not caused by Boston Micro Equipment, the purchaser is obliged to reimburse Boston Micro Equipment for extra expenses in waiting time and extra travel of the service staff or Boston Micro Equipment.
14.5 The purchaser is obliged to certify without delay to Boston Micro Equipment the duration of setup procedures and the termination of setup, assembly or installation.
14.6 The purchaser is not allowed to refuse acceptance of shipments due to insignificant defects.
14.7 Installation is considered complete once the same specifications are fulfilled as during the pre-acceptance (according to
specification book). Normally bonders of series 6000 (G4) and 60000 (G5) require approx. 3 days installation time. Bonders of the 5000 series normally requires one day.
15 Final Acceptance
15.1 Final acceptance is performed immediately upon successful installation at the purchaser. It is certified by a joint
acceptance record signed by the purchaser and by the authorized service engineer.
15.2 Changes in the acceptance criteria (according to specification book) do not have influence on the final acceptance. Rather,
the performance specifications agreed upon at placing the order are the basis for final acceptance.
15.3 If Boston Micro Equipment demands acceptance of the delivery upon installation, the purchaser has to perform it within two weeks. In case this does not result, the acceptance is taken to have been acquiesced to. The same is true if the machine is put into production.
16 Training and Instruction
16.1 Instruction to the equipment is part of the delivery scope. It is performed immediately upon installation at the purchaser.
16.2 If instruction is covered in the quotation, it must be scheduled within 3 months of receiving the order acknowledgment.
16.3 In case instruction is not covered in the order acknowledgment and not scheduled within a year after receiving the order
acknowledgment, the instruction is considered settled.
16.4 Boston Micro Equipment offers instruction and training at its site as well as at the customer’s site. If a separate date is agreed, the customer agrees to reimburse Boston Micro Equipment for travelling and accommodation expenses as well as customary incidental expenses.
17 Warranty for Defects
17.1. Boston Micro Equipment is liable for material defects, including the lack of expressly guaranteed characteristics, and including the non-
fulfilment of guarantees as follows:
17.2. Boston Micro Equipment has to, upon written demand of the purchaser, either re-work or deliver anew, according to Boston Micro Equipment’s choice, all shipments which are affected by a material defect within the statute of limitations, provided the cause of this material defect was already present before the transfer of risk.
17.3. Claims based on material defects expire within six months after final acceptance or commissioning of the shipment, respectively.
At the latest, however, they expire twelve months from the point of transfer of risk to the purchaser or, if the shipment was installed or setup
by Boston Micro Equipment according to contract, from the completion of installation and setup.
17.4. The purchaser is obliged to inspect shipments without delay and state such defects without delay in writing to Boston Micro Equipment. Failing to state such defects, the shipments are taken as accepted in regard to these defects.
17.5. The purchaser is not permitted to withhold payment due to defects unless the legitimacy of defects claimed by the
purchaser is not disputed and beyond doubt.
17.6. To remove defects, Boston Micro Equipment has to be given a reasonable amount of time and access. Therefore the purchaser is obliged to provide to Boston Micro Equipment access to the defective shipment, including dismantling and re-assembly, without extra cost to Boston Micro Equipment.
17.7. If the defect is not healed within a reasonably time, the purchaser is entitled to request abatement of the purchase price or,
if the defect-free part of the shipment is of no use to him, to cancel the contract.
17.8. Boston Micro Equipment is not liable for defects which affect only insignificantly the usability of the shipment under consideration; in case of only insignificant deviations of the shipments from the agreed characteristics; in case of natural wear and tear; in case of damage which occurred after the transfer of risk due to faulty or negligent treatment or operation or of excessive load or of unsuitable operating supplies or defective setup and installation not performed by Boston Micro Equipment or unsuitable rooms; or such defects which arise from
particular extraneous effects on the shipment which were not presupposed in the contract.
17.9. Boston Micro Equipment is not liable for defects if the purchaser or third parties have performed improper alterations or repairs.
17.10. Rights and claims of the purchaser due to material defects other than these mentioned in this section 17 are excluded,
especially the right to cancel the contract or to claim compensation for damage. Spare parts are especially excluded from liability claims.
18 Industrial Property Rights
18.1 Unless other agreements have been made between the contracting parties, Boston Micro Equipment is only obliged to make sure the delivery is free from intellectual property rights and copyrights (hereafter referred to as intellectual property rights) only in the country where the purchaser is domiciled.
18.2 In case a third party raises justified claims against the purchaser caused by the breach of industrial property rights by the shipment,
Boston Micro Equipment is liable towards the purchaser as follows:
– Boston Micro Equipment will, according to its choice, either procure a user’s license or modify the shipment such that industrial property rights are not violated, or exchange the shipment. In case this is not possible for Boston Micro Equipment at reasonable conditions, the purchaser has the right to cancel the contract and demand that Boston Micro Equipment take back the concerned shipment and refund the price paid for the shipment.
– The above mentioned obligations to Boston Micro Equipment are only valid if the purchaser notifies in writing to Boston Micro Equipment
immediately of the claims made by third parties; does not acknowledge such violation; and Boston Micro Equipment has reserved all defense or settlement options. If the purchaser ceases to operate the shipment in order to minimize damage or for other important reasons, he is obliged to point out to the third party that the cessation of operation does not constitute acknowledgement of a violation of industrial property reights.
18.3 Purchaser’s claims are excluded if and to the degree in which he is responsible for the violation of industrial property
rights.
18.4 Purchaser’s claims are also excluded to the degree in which the violations are caused by special demands of the purchaser or due to
unforeseeable usage or because the purchaser modified the shipment or operates it jointly with products not supplied by Boston Micro Equipment.
18.5 Rights and claims of the purchaser other than described in this section 18 arising from a violation of industrial property
rights are excluded, in particular the right to demand compensation for damage.
18.6 The purchaser is prohibited to use plans and drawings provided by Boston Micro Equipment exclusively for the agreed purpose. The purchaser is prohibited to employ them for any other purpose, in particular to make them available to other parties or for the copying of shipments or parts of shipments. Boston Micro Equipment expressly reserves the right to claim compensation for damage incurred by such action.
19 Impossibility and Contract Adaptation
19.1 Insofar as a shipment is impossible due to reasons within Boston Micro Equipment’s responsibility, the purchaser is entitled to claim
compensation for damage. However, any claim by the purchaser is limited to 10% of the value of the corresponding part of shipments which
cannot be put to the desired use due to impossibility. The purchaser is not entitled to any further rights, in particular neither the right
to cancel the contract nor to terminate the contract nor to abatement nor to make claims beyond the amount stated above.
19.2 In case unforeseeable events in the sense of section 13.3 (acts of God) change or alter the economic meaning or the
contents of the contract significantly, or if those events affect Boston Micro Equipment’s operations to a considerable extent,
the contract will be adapted in a bona fide manner. In case this is economically unreasonable, Boston Micro Equipment has the
right to cancel the contract. Irrespective of any other regulations in the contract, Boston Micro Equipment has the right to
withdraw from the contract if an even due to acts of God continues for a period of more than 180 days. In case Boston
Micro Equipment desires to make use of this withdrawal right, it has to inform the purchaser immediately upon recognizing
the importance of events. This holds also in the case that initially an extension of the delivery time had been agreed upon
between the parties.
20 Other Damage Claims
20.1 Any and all other purchaser’s rights and claims against Boston Micro Equipment for whatever legal reason are excluded. In particular, the purchaser is not entitled to dispute the contract on the grounds of error, neither on the grounds of error concerning defective shipments. Claims raised by the purchaser for compensation of damage, in particular because of production loss; loss of usage; lost
profit; direct, indirect or consequential damage are excluded, unless they are caused by intent or gross negligence on the
part of Boston Micro Equipment.
20.2 This is not the case if and to the extent that liability is mandatory by law, i.e. according to the Product Liability Act; in cases
of intent or gross negligence of supervisors and executive employees of Boston Micro Equipment; or in case of
malicious concealment of defects. This regulation also applies to sections 17,18 and 19.
21 Changes and Extensions
Extensions and alterations beyond the original specification book (including those made during the warranty period for material defects are charged separately and necessitate a new quotation by Boston Micro Equipment. It will be calculated according to the service rate per man-day in force at the moment.
22 Service
Boston Micro Equipment’s service office for USA is located in Nashua, New Hamshire. The spare parts stock are located in Braunau, Austria
23 Confidentiality
23.1 The purchaser is obliged to restrict the use of any and all documents, whether in paper, electronic or other form, and of all
pertinent information to the exclusive purpose determined in the contract.
23.2 Information and documents, whether in paper, electronic or other form, including those relevant to testing materials and
samples for pre-acceptance according to section 10, which are made available by Boston Micro Equipment to the purchaser,
must be treated by the purchaser in strict confidence against third parties not connected to the contract. This provision
holds as long as and in the scope that this information is not publicly available and/or Boston Micro Equipment has
not given its permission in writing.
23.3 Boston Micro Equipment reserves unlimited exploitation rights to ownership of intellectual property and
and copyright concerning quotations, cost, estimatesk drawings and other documents. Such documents, estimates etc.
have to be returned to Boston Micro Equipment upon request and without delay in case the order is not placed with
Boston Micro Equipment. Sections 23.1 and 23.2 apply accordingly to information passed from the purchaser, these
may be made available to such third parties from whom Boston Micro Equipment procures permissable shipments.
23.4 The obligations stated in sections 23.1 through 23.3 remain in force beyond the termination of the contract, regardless of
the manner in which the contract was terminated.
24 Miscellaneous
24.1 Boston Micro Equipment is entitled to transfer rights and obligations arising from the contract to third parties.
The transfer is void if the purchaser objects within a period of four weeks after written information of such transfer.
Boston Micro Equipment will point out this fact in the written information.
24.2 Oral subsidiary agreements do not exist. Alterations, extensions and revocations of any or all of these terms require written
confirmation in order to come into force. This requirement also covers any agreement to abolish the requirement for written form.
24.3 Errors, omissions due to oversight and contradictions in the contract have to be resolved on a bona fide basis, in the spirit
of the contract and with due respect to the mutual interests of both parties.
24.4 In case individual regulations of these General Terms and Conditions are void or become void, the remaining Terms and
Conditions are untouched. In such case, the contracting parties commit themselves to alter such void or invalid provisions
in a manner to make them valid and to come as close as possible to the economic purpose of the original clause. The same
holds for omissions in the contracts.
1 General
1.1 These General Terms and Conditions are valid for offers, quotations, sales, deliveries and service performed by Boston Micro Equipment
Boston Micro-Components of MA Inc. (hereafter called Boston Micro Equipment“). Alterations or extensions to these Terms are not valid unless confirmed in writing by Boston Micro Equipment. For any alternative case not covered by these Terms, the General Terms for Products and Services of the Electrical Industry („Green Terms“ of the ZVEI) are valid.
1.2 Boston Micro Equipment expressly declines General Terms of Purchase used by the purchaser insofar as they deviate from, contradict, or
extend these Terms. Such General Terms of Purchase are invalid even if they are expressly included in the purchase order or other statement. Expressly and in writing. They are only valid if and insofar as Boston Micro Equipment accepts them
1.3 For the contractual relation between the purchaser and Boston Micro Equipment, the law of Braunau, Austria with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG). This is the case also if the purchaser’s seat of business or residence is in a foreign country. Place of jurisdiction is the seat of Boston Micro Equipment, as far as permitted by law.
1.4 If a claim is made by Boston Micro Equipment against the purchaser in the shape of a statement transmitted by post, this statement is
considered to be delivered on the third working day after having been put in the regular mail course. Boston Micro Equipment is free to submit proof of earlier delivery; the purchaser is free to submit proof of delivery at a later time or of non-delivery.
2 Software
2.1 The purchaser acquires title only to the physical data medium (disk, EPROM, hard disk) containing the software.
2.2 The purchaser does not receive software licenses, unless agreed otherwise and only within the scope agreed to. Without prior written
permission of Boston Micro Equipment, the software shall not be given to third parties or made available to third parties in any other manner.
3 Quotations of Boston Micro Equipment
3.1 Quotations issued by Boston Micro Equipment are subject to change unless they are expressly designated as binding. A valid contract comes into force only through a written order confirmation from Boston Micro Equipment or through delivery of the goods. A quotation is valid for 30 days calendar days unless agreed otherwise. After 30 calendar days Boston Micro Equipment is no longer bound by the quotation. Should the purchaser accept Boston Micro Equipment’s offer later than 30 calendar days after its issuance, his acceptance will constitute a new offer by the purchaser which can be accepted by Boston Micro Equipment.
3.2 Contracts and purchase orders become binding to Boston Micro Equipment only through a written confirmation (also by invoice or delivery note).
3.3 Specifications made in data sheets, brochures, information flyers, drawings and similar information material are non-
bonding and subject to change. Changes in these documents are subject to ongoing technological progress. Such technical data can become contractually binding only by express written confirmation from Boston Micro Equipment.
4 Technical and Performance Specification
Before placing a purchase order, the machine specification is agreed upon on the base of the specification prepared by the purchaser.
5 Prices
5.1 Prices are ex works Ottobrunn near Munich, Germany. They do not include packaging, insurance nor any taxes, customs
duties and further fees which are due under applicable law.
5.2 The purchaser undertakes to reimburse Boston Micro Equipment for any taxes, customs duties and further fees charged to Boston Micro Equipment.
5.3 In the case where Boston Micro Equipment takes care of installing or setting up, the purchaser bears all necessary extra expenses in addition to the contractual compensation, unless a different agreement has been made.
5.4 Boston Micro Equipment reserves the right to adjust the prices agreed upon to any changes in labor or material cost at the time of delivery.
5.5 Boston Micro Equipment’s products are continuously developed further and improved technologically. Therefore product changes are possible after making a quotation. In case this increases the value of the product, Boston Micro Equipment reserves the right to adjust prices accordingly.
6 Payment Terms
6.1 Payments made to Boston Micro Equipment are to be made per the payment terms listed above in the quotation.
6.2 All payments are 30 days net. Unless quoted otherwise in the quotation above
6.3 Invoices for service and spare parts are payable immediately. Cash discounts are not permitted.
6.4 Should the agreed payment terms be exceeded, delay interest is payable at eight percent points above the base interest
rate. This delay interest is computed monthly and is payable immediately.
6.5 The purchaser can offset only such claims which are not in dispute or have been established as final and absolute.
6.6 Payments have to be made free of charges to the payment office of Boston Micro Equipment or to a bank account named by Boston Micro Equipment.
7 Retention of Title
7.1 All shipments remain the property of Boston Micro Equipment until all claims of Boston Micro Equipment against the purchaser arising from the business connection have been settled. In closing the contract the purchaser grants permission to Boston Micro Equipment to register or publish the retention of title in accordance with applicable national regulations in appropriate form in public registers, books or similar information tools at the cost of the purchaser.
7.2 As long as retention of title holds, the purchaser is not permitted to pledge as collateral or otherwise the goods delivered by
Boston Micro Equipment. Further sale of the goods is only permitted to resellers in the regular process of business and only under the condition that the reseller receives payment from his custom or agrees the exemption that title does not transfer to the customer until he has fulfilled his payment obligations.
7.3 In case of attachment, sequestration or other intervention from third parties which could result in the loss of rights of Boston Micro Equipment to the delivered goods, the purchaser must notify Boston Micro Equipment without delay and in writing.
7.4 In case of material breach of obligations to the purchaser, especially in case of payment delay, Boston Micro Equipment is entitled, after a suitable grace period granted to the purchaser has expired without result, to cancel the contract or repossess the goods. The legal regulations concerning disposability of setting a grace period are not touched. The purchaser is obliged to release the goods. Should Boston Micro Equipment repossess the goods of assert the retention of title or attach the goods covered under retention of title, this does not imply a cancellation of the contract unless Boston Micro Equipment expressly declares this to be the case.
8 Order cancellation
8.1 Cancellation of contracts is subject to cancellation fees. These are calculated based on the receipt of a written
cancellation. Cancellation charges are computed as follows:
– at least 20% of the order value for cancellations between order acknowledgement and 5 weeks before delivery
– at least 40% of the order value for cancellations between 5th and 4th week before delivery
Cancellations at a later date are not possible. Expenses incurred for special design and development work are charged fully.
8.2 Cancellation charges are payable in full and immediately upon receipt of invoice to Boston Micro Equipment.
8.3 In case a shorter delivery time is desired by the purchaser and agreed to by Boston Micro Equipment, the cancellation periods and charges are unaffected.
9 Place of Fulfilment
Place of fulfilment is Braunau, Austria
10 Test materials
10.1 With the purchase order, the purchaser commits to providing Boston Micro Equipment with drawings, bond diagrams, testing materials and production samples of the materials to be processed. This is crucial especially when customer specific bonding applications are concerned. For fully automatic systems, magazines and/ or boats or other applicable carrier systems are required, if such systems are employed.
10.2 Furthermore, approx. 30 days before the buy-off the requirement for testing materials is checked and requested from the
purchaser. Time and quantities are determined between the purchaser and Boston Micro Equipment. Those samples provided to Boston Micro Equipment are also the sample parts for pre-acceptance and final acceptance.
10.3 In case of delay in the delivery of test materials and/or information as described in 10.1, Boston Micro Equipment does not guarantee the date for pre-acceptance.
11 Pre-Acceptance
11.1 Boston Micro Equipment determines a date for pre-acceptance.
11.2 The purchaser commits to make available qualified personnel for the pre-acceptance in order to buy-off the machine
according to the specification at the supplier’s site. The machine is set up for the pre-acceptance date and its functionality is demonstrated under production conditions. The pre-acceptance run is confirmed by records signed from both sides.
11 Pre-Acceptance
11.1 Boston Micro Equipment determines a date for pre-acceptance
11.2 The purchaser commits to make available qualified personnel for the pre-acceptance in order to buy-off the machine according to the specification at the supplier's site. The machine is set up for the pre-acceptance date and its functionality is demonstrated under production conditions. The pre-acceptance run is confirmed by records signed from both sides.
12 Delivery
12.1 Delivery release permits Boston Micro Equipment to deliver the equipment. Delivery release is automatically set upon successful pre-
acceptance.
13 Packaging
13.1 Packaging is indispensable for insurance reasons. Cost of the package, for transport and transport insurance are, unless
specifically pointed out in the quotation, not included in the price and are charged according to actual cost.
13.2 Machine transfer and passing of the risk which is connected with it are made to the carrier in Boston Micro Equipment's plant.
In case that the transfer or, as far as has been agreed otherwise, shipment, hand-over, beginning or execution of installation
or set-up, transfer into purchaser's operation or trial operation are delayed for reasons for which Boston Micro Equipment
is not responsible, or if the purchaser is in default of acceptance for any other reason, risk passes to the purchaser at the
time it would have passed without the delays mentioned above.
13.3 Keeping to agreed delivery dates is dependent upon the timely receipt of all information due from the purchaser; of any
releases and approvals, especially of drawings and plans; and of the timely execution of payment terms which were agreed upon as well as
other obligations on the part of the purchaser. In case any of these conditions are not met at the proper time, delivery
times are moved forward accordingly. This is not the case if Boston Micro Equipment is responsible for the delay.
13.4 In case the delay in delivery is due to acts of God (i.e. war actions, strike etc.), the delivery times are extended accordingly.
The same holds true in case of delayed or unacceptable shipments to
13.5 Delivery obligations are preconditioned upon receipt of necessary export permits and upon accordance with German,
European, US- or other relevant export regulations. All shipments and services offered by Boston Micro Equipment are only
valid for the country specified in the quotation.
13.6 In case the purchaser needs to move the shipment date to a later time, this is possible upon prior arrangement with Boston Micro Equipment.
Such change of date is free of charge up to a total change of 30 days. In case the shipment is delayed further, or if the delay is not agreed upon with Boston Micro Equipment, Boston Micro Equipment is at liberty to treat the delay as an order cancellation and can levy the
cancellation charges detailed above.
13.7 Partial shipments are allowed.
14 Installation, Setup and Assembly
For setup and assembly the following regulations apply, unless others are agreed upon in writing:
14.1 The purchaser is obliged to provide at his cost and in a timely manner:
– all work to the ground and building including further extra work, including any required specialists and helpers, building materials and tools;
– all tools needed for setup and assembly such as scaffolds, cranes, lifts and other kits, tools and transportation equipment;
– electrical power, water, pressurized air and vacuum at the installation point including the outlet connectors, climate control and lighting;
– rooms of sufficient size and quality which can be locked for the setup and installation staff of Boston Micro Equipment including
appropriate toilet facilities; these rooms are to be provided also for storage of machine parts, tools, extra materials etc.
Beyond this the purchaser is required to take all measures to protect the staff and property of Boston Micro Equipment at the building site
which he would reasonably take to protect his own staff and property;
– protective clothes and equipment insofar as necessary owing to particular conditions prevailing at the installation point.
14.2 Before starting the setup work, the purchaser is obliged to inform without extra request Boston Micro Equipment as to the position of hidden electrical wiring, gas or water pipes or similar installations; as well as to data about the building’s structural safety in view of the weight of the machines to be installed.
14.3 Before starting setup work, all tools and further equipment to be provided by the purchaser must be present and ready for
use at the installation site. All preparatory work must be at a stage where the assembly and setup of the machines can be started according to agreement and continued without interruption. The purchaser is obliged to make sure that all transport paths and installation point itself are suited for transport and setup of the machine without necessitating dismantling the machine from its transport state. This concerns especially the free throughput size of doors and comering space around doors; load capability, smoothness and level (especially lack of stairs and thresholds) of transport aides. Especially in the case of unusually large further equipment such as curing ovens etc. the purchaser is obliged to make sure well ahead of delivery time that the equipment can be put in place without problems.
14.4 In case setup, assembly and installation are delayed due to circumstances not caused by Boston Micro Equipment, the purchaser is obliged to reimburse Boston Micro Equipment for extra expenses in waiting time and extra travel of the service staff or Boston Micro Equipment.
14.5 The purchaser is obliged to certify without delay to Boston Micro Equipment the duration of setup procedures and the termination of setup, assembly or installation.
14.6 The purchaser is not allowed to refuse acceptance of shipments due to insignificant defects.
14.7 Installation is considered complete once the same specifications are fulfilled as during the pre-acceptance (according to
specification book). Normally bonders of series 6000 (G4) and 60000 (G5) require approx. 3 days installation time. Bonders of the 5000 series normally requires one day.
15 Final Acceptance
15.1 Final acceptance is performed immediately upon successful installation at the purchaser. It is certified by a joint
acceptance record signed by the purchaser and by the authorized service engineer.
15.2 Changes in the acceptance criteria (according to specification book) do not have influence on the final acceptance. Rather,
the performance specifications agreed upon at placing the order are the basis for final acceptance.
15.3 If Boston Micro Equipment demands acceptance of the delivery upon installation, the purchaser has to perform it within two weeks. In case this does not result, the acceptance is taken to have been acquiesced to. The same is true if the machine is put into production.
16 Training and Instruction
16.1 Instruction to the equipment is part of the delivery scope. It is performed immediately upon installation at the purchaser.
16.2 If instruction is covered in the quotation, it must be scheduled within 3 months of receiving the order acknowledgment.
16.3 In case instruction is not covered in the order acknowledgment and not scheduled within a year after receiving the order
acknowledgment, the instruction is considered settled.
16.4 Boston Micro Equipment offers instruction and training at its site as well as at the customer’s site. If a separate date is agreed, the customer agrees to reimburse Boston Micro Equipment for travelling and accommodation expenses as well as customary incidental expenses.
17 Warranty for Defects
17.1. Boston Micro Equipment is liable for material defects, including the lack of expressly guaranteed characteristics, and including the non-
fulfilment of guarantees as follows:
17.2. Boston Micro Equipment has to, upon written demand of the purchaser, either re-work or deliver anew, according to Boston Micro Equipment’s choice, all shipments which are affected by a material defect within the statute of limitations, provided the cause of this material defect was already present before the transfer of risk.
17.3. Claims based on material defects expire within six months after final acceptance or commissioning of the shipment, respectively.
At the latest, however, they expire twelve months from the point of transfer of risk to the purchaser or, if the shipment was installed or setup
by Boston Micro Equipment according to contract, from the completion of installation and setup.
17.4. The purchaser is obliged to inspect shipments without delay and state such defects without delay in writing to Boston Micro Equipment. Failing to state such defects, the shipments are taken as accepted in regard to these defects.
17.5. The purchaser is not permitted to withhold payment due to defects unless the legitimacy of defects claimed by the
purchaser is not disputed and beyond doubt.
17.6. To remove defects, Boston Micro Equipment has to be given a reasonable amount of time and access. Therefore the purchaser is obliged to provide to Boston Micro Equipment access to the defective shipment, including dismantling and re-assembly, without extra cost to Boston Micro Equipment.
17.7. If the defect is not healed within a reasonably time, the purchaser is entitled to request abatement of the purchase price or,
if the defect-free part of the shipment is of no use to him, to cancel the contract.
17.8. Boston Micro Equipment is not liable for defects which affect only insignificantly the usability of the shipment under consideration; in case of only insignificant deviations of the shipments from the agreed characteristics; in case of natural wear and tear; in case of damage which occurred after the transfer of risk due to faulty or negligent treatment or operation or of excessive load or of unsuitable operating supplies or defective setup and installation not performed by Boston Micro Equipment or unsuitable rooms; or such defects which arise from
particular extraneous effects on the shipment which were not presupposed in the contract.
17.9. Boston Micro Equipment is not liable for defects if the purchaser or third parties have performed improper alterations or repairs.
17.10. Rights and claims of the purchaser due to material defects other than these mentioned in this section 17 are excluded,
especially the right to cancel the contract or to claim compensation for damage. Spare parts are especially excluded from liability claims.
18 Industrial Property Rights
18.1 Unless other agreements have been made between the contracting parties, Boston Micro Equipment is only obliged to make sure the delivery is free from intellectual property rights and copyrights (hereafter referred to as intellectual property rights) only in the country where the purchaser is domiciled.
18.2 In case a third party raises justified claims against the purchaser caused by the breach of industrial property rights by the shipment,
Boston Micro Equipment is liable towards the purchaser as follows:
– Boston Micro Equipment will, according to its choice, either procure a user’s license or modify the shipment such that industrial property rights are not violated, or exchange the shipment. In case this is not possible for Boston Micro Equipment at reasonable conditions, the purchaser has the right to cancel the contract and demand that Boston Micro Equipment take back the concerned shipment and refund the price paid for the shipment.
– The above mentioned obligations to Boston Micro Equipment are only valid if the purchaser notifies in writing to Boston Micro Equipment
immediately of the claims made by third parties; does not acknowledge such violation; and Boston Micro Equipment has reserved all defense or settlement options. If the purchaser ceases to operate the shipment in order to minimize damage or for other important reasons, he is obliged to point out to the third party that the cessation of operation does not constitute acknowledgement of a violation of industrial property reights.
18.3 Purchaser’s claims are excluded if and to the degree in which he is responsible for the violation of industrial property
rights.
18.4 Purchaser’s claims are also excluded to the degree in which the violations are caused by special demands of the purchaser or due to
unforeseeable usage or because the purchaser modified the shipment or operates it jointly with products not supplied by Boston Micro Equipment.
18.5 Rights and claims of the purchaser other than described in this section 18 arising from a violation of industrial property
rights are excluded, in particular the right to demand compensation for damage.
18.6 The purchaser is prohibited to use plans and drawings provided by Boston Micro Equipment exclusively for the agreed purpose. The purchaser is prohibited to employ them for any other purpose, in particular to make them available to other parties or for the copying of shipments or parts of shipments. Boston Micro Equipment expressly reserves the right to claim compensation for damage incurred by such action.
19 Impossibility and Contract Adaptation
19.1 Insofar as a shipment is impossible due to reasons within Boston Micro Equipment’s responsibility, the purchaser is entitled to claim
compensation for damage. However, any claim by the purchaser is limited to 10% of the value of the corresponding part of shipments which
cannot be put to the desired use due to impossibility. The purchaser is not entitled to any further rights, in particular neither the right
to cancel the contract nor to terminate the contract nor to abatement nor to make claims beyond the amount stated above.
19.2 In case unforeseeable events in the sense of section 13.3 (acts of God) change or alter the economic meaning or the
contents of the contract significantly, or if those events affect Boston Micro Equipment’s operations to a considerable extent,
the contract will be adapted in a bona fide manner. In case this is economically unreasonable, Boston Micro Equipment has the
right to cancel the contract. Irrespective of any other regulations in the contract, Boston Micro Equipment has the right to
withdraw from the contract if an even due to acts of God continues for a period of more than 180 days. In case Boston
Micro Equipment desires to make use of this withdrawal right, it has to inform the purchaser immediately upon recognizing
the importance of events. This holds also in the case that initially an extension of the delivery time had been agreed upon
between the parties.
20 Other Damage Claims
20.1 Any and all other purchaser’s rights and claims against Boston Micro Equipment for whatever legal reason are excluded. In particular, the purchaser is not entitled to dispute the contract on the grounds of error, neither on the grounds of error concerning defective shipments. Claims raised by the purchaser for compensation of damage, in particular because of production loss; loss of usage; lost
profit; direct, indirect or consequential damage are excluded, unless they are caused by intent or gross negligence on the
part of Boston Micro Equipment.
20.2 This is not the case if and to the extent that liability is mandatory by law, i.e. according to the Product Liability Act; in cases
of intent or gross negligence of supervisors and executive employees of Boston Micro Equipment; or in case of
malicious concealment of defects. This regulation also applies to sections 17,18 and 19.
21 Changes and Extensions
Extensions and alterations beyond the original specification book (including those made during the warranty period for material defects are charged separately and necessitate a new quotation by Boston Micro Equipment. It will be calculated according to the service rate per man-day in force at the moment.
22 Service
Boston Micro Equipment’s service office for USA is located in Nashua, New Hamshire. The spare parts stock are located in Braunau, Austria
23 Confidentiality
23.1 The purchaser is obliged to restrict the use of any and all documents, whether in paper, electronic or other form, and of all
pertinent information to the exclusive purpose determined in the contract.
23.2 Information and documents, whether in paper, electronic or other form, including those relevant to testing materials and
samples for pre-acceptance according to section 10, which are made available by Boston Micro Equipment to the purchaser,
must be treated by the purchaser in strict confidence against third parties not connected to the contract. This provision
holds as long as and in the scope that this information is not publicly available and/or Boston Micro Equipment has
not given its permission in writing.
23.3 Boston Micro Equipment reserves unlimited exploitation rights to ownership of intellectual property and
and copyright concerning quotations, cost, estimatesk drawings and other documents. Such documents, estimates etc.
have to be returned to Boston Micro Equipment upon request and without delay in case the order is not placed with
Boston Micro Equipment. Sections 23.1 and 23.2 apply accordingly to information passed from the purchaser, these
may be made available to such third parties from whom Boston Micro Equipment procures permissable shipments.
23.4 The obligations stated in sections 23.1 through 23.3 remain in force beyond the termination of the contract, regardless of
the manner in which the contract was terminated.
24 Miscellaneous
24.1 Boston Micro Equipment is entitled to transfer rights and obligations arising from the contract to third parties.
The transfer is void if the purchaser objects within a period of four weeks after written information of such transfer.
Boston Micro Equipment will point out this fact in the written information.
24.2 Oral subsidiary agreements do not exist. Alterations, extensions and revocations of any or all of these terms require written
confirmation in order to come into force. This requirement also covers any agreement to abolish the requirement for written form.
24.3 Errors, omissions due to oversight and contradictions in the contract have to be resolved on a bona fide basis, in the spirit
of the contract and with due respect to the mutual interests of both parties.
24.4 In case individual regulations of these General Terms and Conditions are void or become void, the remaining Terms and
Conditions are untouched. In such case, the contracting parties commit themselves to alter such void or invalid provisions
in a manner to make them valid and to come as close as possible to the economic purpose of the original clause. The same
holds for omissions in the contracts.
