Terms of sale for equipment and service

Draft for legal review. This text is a starting point and has not been reviewed by a lawyer.

Scope

These terms apply to every quotation, order and contract under which SemiXperts, based in Dordrecht, the Netherlands, sells semiconductor process equipment, spare parts or services. They apply to business customers, universities and research institutions only; we do not sell to consumers.

Your own purchasing terms apply only if we accept them in writing. Where a quotation or order confirmation says something different from these terms, the quotation or order confirmation takes precedence.

Quotations and orders

A quotation is valid for the period stated on it. It describes the tool and configuration, the condition grade, any refurbishment, upgrade or installation scope, and the delivery terms. A contract is formed when you accept the quotation in writing or when we confirm your purchase order in writing.

Changes to scope after the order, such as an extra upgrade or a different delivery address, are agreed in writing and may change the price and lead time.

Condition grades and inspection reports

Every tool we sell carries one of four condition grades:

• Certified: refurbished and run on a test process; results are in the report.
• Refurbished: worn parts replaced, cleaned and recalibrated to the original specification.
• Inspected: powered up and checked against the original specification; sold with the report.
• As-is: not powered up; sold with photos and the known service history.

The inspection report and the quotation together describe what you are buying. Specifications refer to the original manufacturer's specification for the configuration stated, unless the quotation gives other values. How we test and grade tools is set out in how we inspect.

Prices and payment

Prices are in euros and exclude VAT, shipping, insurance and import duties unless the quotation says otherwise. Payment terms are stated in the quotation. For equipment we usually ask for a deposit with the order and the balance before dispatch. For service work we invoice on completion or per agreed milestone.

If payment is late, we may suspend delivery or work until it is received, and charge statutory commercial interest under Dutch law.

Delivery, risk and ownership

Delivery terms follow the Incoterms 2020 rule named in the quotation. Risk passes to you as that rule specifies. Lead times in the quotation are our best estimate based on the agreed scope and parts availability; they are not fixed deadlines unless the quotation says so.

The equipment remains our property until you have paid the full price, including any agreed installation work.

Installation and acceptance

If installation is part of the order, you prepare the site and facilities as described in the hook-up requirements we send before shipment: power, vacuum, process gases, compressed air, exhaust and cooling water as applicable. Delays caused by facilities that are not ready may be charged at our service rates.

Where the order includes commissioning and acceptance, the tool is accepted when it meets the acceptance criteria agreed in writing, or when you start using it for your own work, whichever comes first.

Warranty

Tools sold as Certified or Refurbished carry a warranty for the period stated in the quotation, starting at delivery or, where agreed, at acceptance. Service work we perform carries a warranty on the same basis where the quotation states one. The warranty covers defects in workmanship and in parts we supplied or replaced. During the warranty period we repair or replace the defective part, or refund the relevant part of the price.

The warranty does not cover consumables and wear parts such as lamps, O-rings, filters and pump oil; damage from process chemistry, misuse, unsuitable facilities or modifications by others; or parts of the tool outside the agreed scope. Tools graded Inspected carry only the warranty stated in the quotation, if any. Tools graded As-is are sold without warranty.

Liability

Our total liability under a contract is limited to the price paid for the equipment or service concerned. We are not liable for indirect or consequential loss, including loss of production, loss of wafers or research material, or loss of profit. These limits do not apply where Dutch law does not allow liability to be limited, such as in cases of intent or gross negligence.

Safety and compliance

Used equipment may have been built to the standards that applied when it was made. Where the quotation says so, we can help you document safety measures with reference to SEMI S2 or to CE marking requirements under the EU Machinery Regulation (EU) 2023/1230. You remain responsible for safe operation at your site, including training your operators and the risk assessment required by your local rules.

Export control

Some equipment and parts are subject to export controls or sanctions. We may ask for an end-user statement and may need a licence before shipping. We do not deliver if the law does not allow it, and delays caused by licensing are not a breach of contract. See export compliance.

Governing law and disputes

These terms and every contract under them are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Disputes are submitted to the competent court in Rotterdam, the Netherlands, unless we agree on arbitration in writing. (Choice of court to be confirmed in legal review.)