Amphenol Sine Systems
Terms and Conditions of Sale
1. APPLICABLE TERMS AND CONDITIONS:
In consideration of Seller providing credit, Buyer accepts that all orders placed with Seller shall be subject to these terms and conditions. No terms or conditions stated by the Buyer shall be binding on the seller unless such terms or conditions are expressly accepted in writing by the Seller. The failure of the Seller to specifically object to any or all the terms and conditions in Buyer's Purchase Order upon the acknowledgement of the order, or upon Seller’s commencement of performance hereunder, shall not be deemed to constitute acceptance of such terms and conditions that conflict with, are inconsistent with, or are in addition to the terms and conditions set forth herein.
2. CHANGES:
The Buyer may, at any time, in writing make changes within the general scope of its Purchase Orders, in the drawing, designs, specifications, shipping or packing instructions or place of delivery. If any such changes cause an increase or decrease in the cost of or the time required for performance of any such Purchase Order affected by such change, an equitable adjustment in the price, the delivery schedule or both shall be made and such Order shall be modified accordingly.
3. WARRANTY:
(a) If any of the products on the face of Seller’s quotation are electrical components, components thereof, or electrical connectors accessories, then the following warranty terms set forth in this subparagraph (a) shall be applicable to such products:
Seller warrants each new product sold by it to be free from defects in material and workmanship under normal use and service. The obligation and liability of Seller under this warranty is limited to the repair or replacement at its factory, at the option of Seller, of any such product which proves defective within one (1) year after delivery to the first end user, and is found to be defective in material and workmanship by Seller inspection.
Seller shall not be obligated or liable under this warranty for apparent defects which examination discloses are due to tampering, misuse, neglect, improper storage, normal wear and all cases where the products are disassembled by other that authorized Seller Representatives. In addition, Seller shall not be obligated or liable under this warranty unless the date of delivery to the first end user shall be within six (6) months from the date of delivery tot he original purchaser, if different from the first end user, and further provided that written notice of any defect shall be given to Seller within thirty (30) days from the date such defect is first discovered.
SELLER DISCLAIMS ANY LIABILITY UNDER THIS WARRANTY OR OTHERWISE, AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER. ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST ALL EXPENSE, LOSS, ATTORNEYS’ FEES, COST, DAMAGES AND LIABILITY ARISING FROM ANY FAILURE OF ITS PRODUCTS WHICH IS CAUSED BY, IN WHOLE OR IN PART, THE USE IN OR WITH PRODUCTS OR COMPONENT PARTS NOT MANUFACTURED BY SELLER, OR BY AN ALLEGED DEFECT RELATED TO DESIGN, LABELING OR MANUFACTURING SPECIFICATIONS SUPPLIED BY BUYER.
THE TERMS OF THE APPLICABLE WARRANTY OR WARRANTIES AS THE CASE MAY BE, AS SET FORTH ABOVE, ARE THE SOLE AND EXCLUSIVE WARRANTY TERMS THAT SHALL HAVE ANY FORCE AND EFFECT IN THIS TRANSACTION, AND SUCH TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREWITH EXPRESSLY EXCLUDED.
SELLER’S LIABILITY FOR ALL CLAIMS, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, RELATING TO THE PRODUCTS, SHALL NOT EXCEED THE DOLLAR AMOUNTS PAID BY BUYER UNDER THIS CONTRACT. IN NO EVENT WILL SELLER BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THIRD PARTIES). HOWEVER CAUSED, WHETHER BY THE NEGLIGENCE OF SELLER OR OTHERWISE.
4. HAZARDOUS COMPONENTS:
Sellers will use materials in its products which are legal in the state in which Seller has its principal place of business at the time of manufacture. The terms of the above warranty, including the above warranty limitation, shall apply to the failure of Seller to use such materials. If the materials employed in Seller’s products are deemed to be hazardous to health or the environment under the laws of any other jurisdiction, or if the state in which Seller has its principal place of business at the time of manufacture, or the Federal authorities make such finding subsequently, it shall be Buyer’s sole responsibility to retrieve and dispose of such products and assume any damages arising from those laws.
5. SHIPMENT:
Shipment generally will be accomplished FOB Seller’s Plant. Notwithstanding this, if Seller prepays the transportation charges, Buyer will be obligated to reimburse Seller upon receipt of invoice for the prepaid transportation charges. Any special or abnormal packaging required will included in the unit price of the item to be delivered or as a separate line item.
6. DELIVERY:
Delivery will be accomplished within the time specified on the face of Seller’s quotation or if no time is specified, within the normal lead time necessary for the Seller to deliver the products in question. Anything to the contrary notwithstanding, the Seller shall not be liable for any reasonable delay in production or delivery. In the event a delay in production or delivery occurs beyond a reasonable period of time, which delay is occasioned by fire, strikes, civil or military authority, war hostility, riots, government action, energy crisis, the failure of Seller’s suppliers to make timely delivery of material or components, or where such delay is occasioned by other cause beyond the control of the Seller or without its fault or negligence, then the date or dates for delivery of the equipment shall be extended for a period equal to the time lost by reason of any such delay.
7. PAYMENTS:
In the event payments are not made in a timely manner, Seller may either: (1) declare Buyer’s performance in breach and terminate any Order resulting from Seller’s quotation, for default; (2) withhold future shipments under any Order resulting from Seller’s quotation until delinquent payments are made; (3) deliver future shipments under any quotation on a C.O.D. or cash in advance basis; (4) charge Buyer with applicable storage charges, inventory carry charges and/or finance charges at the rate of 1.5% a month or the highest interest allowed by law, or (5) combine any of above rights and remedies as is practicable and permitted by law. Nothing herein shall waive any other rights and remedies of Seller permitted by law or set forth in any Order resulting from Seller’s quotation and all rights and remedies set forth herein shall be considered cumulative and all other available rights and remedies.
8. MATERIAL SHORTAGES AND ALLOCATIONS:
In the event Seller is unable to obtain in a timely manner material or labor sufficient to fulfill all of its orders on hand, the Seller shall have the right as a result of said material shortages to equitably allocate lesser quantities of the products to be delivered to all purchasers on a proportionate basis and the contract price shall be equitably adjusted, taking into consideration, among other things, the reduced quantity of items to be delivered and the increased production costs, if any, to Seller as a result of manufacturing lesser quantities than anticipated.
9. INSPECTION:
The Purchaser shall inspect and accept any products delivered in response to Seller’s quotation, immediately after Purchaser takes custody of such product. In the event the products do not meet with drawings, designs and/or specifications, the Purchaser shall notify the Seller of such noncompliance in writing and give the Seller a reasonable opportunity to correct any such noncompliance.
10. INSOLVENCY:
Seller may cancel the whole or any part of an Order resulting from Seller’s quotation in the event of the suspension of Purchaser’s business, insolvency of Purchaser, the institution, by Purchaser or others of bankruptcy, reorganization, arrangement of liquidation proceedings involving or affecting the Purchaser, or any assignment for the benefit of creditors of Purchaser or receivership that Purchaser places itself in or may be placed in. Such cancellation shall be deemed a cancellation for default of Purchaser.
11. PATENT, TRADEMARK AND COPYRIGHT INDEMNITY:
Seller shall indemnify Buyer from any and all damages and costs finally awarded for infringement of any United States patent trademark or copyright in any suit by reason of the sale of any product sold to Buyer hereunder were Seller is an infringer with respect to is sale hereunder, and from reasonable expenses incurred by Buyer in defense of such suit if Seller does not undertake the defense thereof, provided that Seller is promptly notified of any such suit and except for suits against the United State Government. Buyer offers Seller full and exclusive control of the defense of such suit when products of Seller only are involved therein and the right to participate in the defense of such suit when products other than those of Seller are also involved therein, except that, this indemnity shall not extend to infringement
resulting from Seller’s compliance with Buyer’s designs, processes or formulas. Seller’s liability for damages hereunder is limited to those that Buyer agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions set forth herein. The above is in lieu of any other indemnify or warranty express or implied, with respect to patent trademarks or copyrights.
12. SPECIAL TOOLING:
Title to dies, tools, jigs, fixtures, patterns or any other type of special tooling shall remain vested in the Seller, whether or not paid for or amortized over the products manufactured hereunder to the Purchaser.
13. TAXES:
Unless otherwise specifically designated on the face page of seller’s quotation, the prices quoted therein do not include sums necessary to cover any taxes or duties including, but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sale, distribution, or delivery of equipment or furnishing of services hereunder. Any taxes or duties that are due and owing therein shall be paid by the purchaser. Accordingly, Seller reserves the right to revise its quotation after the execution of the contract between the parities to include any and all taxes or duties that may become due hereunder and Seller may invoice Purchaser for said additional amount. This clause shall survive the acceptance and complete performance of any Purchase Order resulting from Seller’s quotation by the parties herein.
14. SET-OFF:
All monies owed under any Purchase Order resulting from seller’s quotation shall be due under the terms of this agreement and the Purchaser is prohibited from setting off said sum due the Seller under this Purchaser Order from sums, whether liquidated or not, that are or may be due the Purchaser which arise out of a different transaction with the Seller, it’s divisions, subsidiaries or affiliates.
15. SEVERABILITY:
If any provision of Seller’s quotation is in violation of any Federal, State or local statute or regulations, or is illegal for any reason, such provision shall be self-deleting without affecting the validity of the remaining provisions.
