Sales Policy

Download this policy (DOCX)

1. Terms and Conditions of Sale

1.1 Seller refers to NEWSENSE BV. Located in Trasmolenlaan 5 3447 GZ Woerden The Netherlands

1.2 Buyer refers to the purchasing party that acquires goods as described in any applicable acceptance documents and agreements.

1.3 The Buyer must be a corporate legal entity and not an individual nature person.

1.4 The Seller reserves the right to obtain and retain necessary information regarding the Buyer, including but not limited to information required by law, such as: personal data, corporate information, order details, bank transaction records, and other documents or information related to business and commercial activities. The retention period for such information shall be governed by the duration required by relevant laws. Information that is no longer necessary to be retained will be deleted upon the termination of the relationship between the two parties.

1.5 These General Terms and Conditions of Sale do not constitute or imply the establishment of any partnership, joint venture, association, or any other form of cooperative relationship between the parties.

1.6 These General Terms and Conditions of Sale are available in English, Dutch, and French. In the event of any inconsistency between the versions, the English version shall prevail. These General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the Netherlands. In the event of a dispute:

If both the Seller and the Buyer are legal entities within the European Union (EU), they shall irrevocably submit to the jurisdiction of the courts of the Netherlands.If the Buyer is a legal entity outside the European Union (EU), it shall submit to the jurisdiction of the courts of Hong Kong.

2. Prices, Variations and Cancellations

2.1 All prices are quoted in Euros (EUR).

2.2 The Seller reserves the right to adjust prices without prior notice.

2.3 Unless otherwise agreed in writing, quotations are valid for thirty (30) calendar days from the date of issuance.

2.4 Order Variations

If changes to an order or sales agreement are required due to factors attributable to the Buyer, or if changes are necessary to comply with applicable laws, the Buyer shall bear any additional costs arising therefrom and grant the Seller a reasonable extension of time for performance.

In the event of Force Majeure, including but not limited to: armed conflict, international exchange rate fluctuations, changes in tax rates, significant increases in workload, or increases in supplier costs, the Seller may increase the price prior to delivery to offset any rise in the cost price of the goods.

2.5 Order Cancellation:

Upon the Buyer’s written confirmation of an order, the Buyer is deemed to have accepted these Terms and Conditions of Sale.

In the event of a cancellation, a cancellation fee equal to 25% of the total order value (as loss of deposit) shall apply.

For custom-made or bespoke,OEM,ODM products, the cancellation fee shall be 90% of the total order amount.

3. Payment and Delivery

3.1 All invoices are payable on a Prepayment (Pay in Advance) basis.

3.2 Prices quoted include the product cost only and exclude VAT, other taxes, shipping costs, insurance premiums, additional packaging fees, and any other incidental charges. Shipping costs shall be borne by the Buyer and may be reflected in the invoice.

3.3 The Buyer shall make timely payments in accordance with the conditions specified in the invoice. Payments must be remitted to the corporate bank account designated by the Seller. In the event of overdue payment, starting from the 10th calendar day of the delay, a late payment interest of 5% per annum and a penalty fee of 5% of the total invoice amount shall automatically accrue.

3.4 The Buyer shall not be entitled to lodge claims or demands for compensation against the Seller regarding invoices that have already been settled.

3.5 Title and Risk: Prior to full payment of the order, the title (ownership) and risk of the goods remain with the Seller. The Seller shall: maintain the goods at professional premises, ensure the goods are insured, and retain a lien over all goods in the Buyer’s possession or control. The title and risk shall automatically transfer to the Buyer only upon full payment of the order and all associated debts.

3.6 Delivery: Delivery shall be effected by the Seller transporting the goods to the Buyer’s designated address, or by the Buyer collecting the goods from the Seller’s designated location upon presentation of an acceptance slip. From the moment of collection, all costs related to storage, transportation, and all other potential risks shall be borne by the Buyer. If the Seller does not receive dispatch instructions within 10 calendar days after notifying the Buyer that the goods are ready, the Buyer shall bear all costs related to the preservation of the goods, including storage and insurance fees based on actual expenses. The Seller reserves the right to dispose of the liened goods.

3.7 Lead Time: The Seller may deliver the order in one or multiple installments. While the Seller will make every effort to adhere to the estimated delivery dates, the Seller shall not be liable for any damages or compensation arising from delays in delivery.

3.8 Acceptance: In case of any visible external damage to the goods, the Buyer must submit a written claim within 10 calendar days of receipt. If no such written notice is received, the goods shall be deemed to comply with this agreement, and the Buyer shall be deemed to have accepted the goods.

3.9 Returns: No returns will be accepted without the Seller’s prior written authorization. For authorized returns, a restocking fee of 30% will be deducted for standard products, and 50% for custom-made products. All shipping and packaging costs for returns shall be borne by the Buyer.

4. Warranty

4.1 Warranty Period: The warranty period is twenty-four (24) months from the date of delivery. Within the applicable warranty period, the Seller shall, free of charge, adjust, repair, or replace products that fail to function properly due to design defects, material defects, or non-compliance with specifications. The Buyer shall report any such defects to the Seller within five (5) calendar days of discovery.

4.2 Exclusions from Warranty: The warranty shall not apply in any of the following circumstances:

4.2.1 Visible external defects that were not reported with a detailed written description within ten (10) calendar days of receipt.

4.2.2 Improper use of the goods, including:

a. The product was not installed or used in accordance with the Seller’s specifications and designs.

b. The defect or loss was caused by unauthorized or improper installation, use, maintenance, or servicing by the Buyer or a third party, or by the use of inferior consumables.

c. The defect or loss would not have occurred under reasonable and normal use.

d. The loss or defect was caused by Force Majeure, such as fire, accident, or armed conflict.

4.3 Identification: Products returned without their original labels and/or serial numbers, or products that cannot be proven to have been sold by the Seller, are not eligible for warranty services.

4.4 Remedy and Logistics: The Seller shall repair, tune, or replace products that meet the warranty conditions free of charge and shall bear the shipping costs for delivering the serviced products back to the Buyer. However, the Buyer shall remain responsible for the inherent risks of the goods and shall return the products to the Seller at the Buyer’s expense, following the Seller’s official return process.

4.5 Warranty Extension: The warranty period for any repaired or replaced goods shall be limited to the remaining term of the original warranty period (provided the original warranty is still in effect).

4.6 Alternative Options: In lieu of the 24-month warranty service, the Buyer may elect to receive either a 2% discount on the order price or spare parts equivalent to 3% of the order value.

5. Obligations for Safe Use and Intellectual Property

5.1 Proper Use: The Buyer shall ensure that the goods (including software services) are used solely for the purposes for which they were designed and supplied, and in strict accordance with such intended purposes.

5.2 Training and Safety Awareness:

All personnel (including third parties) who use or come into contact with the goods must receive professional operational training and be provided with copies of the applicable documentation provided by the Seller.

All such personnel must demonstrate a full understanding of the potential or inherent risks associated with the goods.

The Buyer shall not remove, alter, or obscure any warning labels or safety markings (if any) affixed to the goods.

5.3 Compliance with Safety Advises: The Buyer shall at all times comply with all safety recommendations (including product recalls) issued by the Seller and shall ensure that all relevant personnel adhere to these instructions.

5.4 Intellectual Property and Confidentiality:

Ownership: All Intellectual Property (IP) and industrial property rights related to the goods shall remain the exclusive property of the Seller. The Buyer only acquires the rights expressly granted under these General Terms and Conditions.

Software Restriction: The Buyer is strictly prohibited from copying, modifying, or distributing any software provided by the Seller.

Confidentiality: All specifications, concepts, procedures (including know-how), plans, drawings, price lists, and invoices provided by the Seller are deemed Confidential Business Information. The Buyer shall not use such information without authorization or disclose it to any third party.

Indemnification: The Seller reserves the right to claim damages and compensation from the Buyer for any losses resulting from a breach of these confidentiality or IP obligations.

6. Disclaimers and Limitation of Liability

6.1 Exclusion of Misuse: The Seller shall not be held liable for any damages or losses arising from misuse, abuse, or any other unreasonable use of the goods by the Buyer or its customers.

6.2 Exclusion of Indirect Loss: To the maximum extent permitted by law, the Seller shall not be liable for any indirect, incidental, or consequential damages resulting from the provision of its products and services, including but not limited to: business interruption or termination, loss of profits, loss of savings, loss of investment, and other consequential financial losses.

6.3 Force Majeure: The Seller shall not be liable for any failure or delay in performance caused by Force Majeure, including but not limited to: fire, flood, or other natural disasters; armed conflict; delivery difficulties; measures taken by any public authority; transportation delays; strikes; business interruptions within the Seller’s company or its suppliers; and any unforeseen defaults by suppliers.

6.4 Compliance and Sanctions:

The Buyer shall comply with all laws, governmental requirements, and restrictions regarding the possession, use, import, export, or resale of the goods in the place of delivery and the intended destination.

The Buyer is solely responsible for ensuring that the export or import of the goods does not violate the laws of the destination country, including but not limited to trade sanctions and embargoes.

The Seller shall not be held liable for any losses or legal consequences resulting from the Buyer’s failure to comply with these regulations.

6.5 Third-Party Rights and Indemnity: The Buyer warrants that its use of the goods will not infringe upon the legal rights of any third party. If the Seller suffers any loss due to the Buyer’s breach of contractual obligations to a third party, the Buyer shall indemnify the Seller in full.

6.6 Limitation of Liability (Cap):

If the Seller is found liable for direct damages arising from the products or services provided, such liability shall in all circumstances be limited to the sales price of the specific goods involved.

In any event, the Seller’s total liability shall be capped at the amount actually recoverable under its relevant insurance policy for the similar case in question.

6.7 Compliance with Dutch Law: The Seller is committed to ensuring that all products and services, at the time of delivery, comply with the relevant laws of the Netherlands governing the manufacture and sale of such goods.

7. Amendment and Termination

7.1 Amendments and Severability:

This agreement may be partially amended only upon mutual written consent of both the Seller and the Buyer.

If any provision of these General Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect.

If a provision becomes invalid due to Force Majeure or changes in law, the parties shall negotiate in good faith to establish a replacement provision that reflects the original intent as closely as possible.

7.2 Termination

7.2.1 Termination for Cause (Buyer’s Financial Status): The Seller reserves the right to suspend performance or terminate the business relationship with the Buyer without prior notice and without any liability for compensation, if the Buyer enters a state of abnormal operation, including but not limited to:Inability to fully fulfill payment obligations;Cessation of business operations;Bankruptcy, filing for bankruptcy, dissolution, or liquidation;Pledging of assets or insolvency;Any other circumstances where the Seller reasonably believes the Buyer poses a significant risk to the Seller’s interests.

7.2.2 Termination due to Prolonged Force Majeure: If delivery is delayed by more than ninety (90) calendar days due to Force Majeure, either party shall have the right to terminate the agreement. In such an event, neither party shall be entitled to claim any damages or compensation from the other.

7.2.3 Termination with agreement :The Buyer and the Seller may, through amicable negotiation and mutual consensus, terminate this Agreement and their business relationship by issuing a written declaration of termination.

Mutual Consent: Both parties hereby confirm that this termination is based on voluntary and mutual agreement.

Final Settlement: Both parties agree to settle all outstanding invoices, deliveries, and obligations within 15 days from the date of this statement.

No Further Claims: Upon fulfillment of the aforementioned settlements, neither party shall have any further claims, demands, or actions against the other arising from the terminated relationship.

Download this policy (DOCX)