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Terms and Conditions of Sale
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| 1. |
APPLICABLE
TERMS AND CONDITIONS. The acknowledgement of this order by the
Seller or commencement of any performance by the Seller pursuant
to his order shall constitute purchasers acceptance of
the Sellers terms and conditions and the prices set forth
herein and this order is expressly conditioned upon the applicability
of Sellers terms and conditions exclusively. No terms
or conditions stated by the purchaser 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 set forth herein
and the purchaser, upon the acknowledgement of the quotation
or upon Seller' commencement of performance hereunder,
shall be deemed to have withdrawn any such terms and conditions
that conflict with, are inconsistent with or are in addition
to the terms and conditions set forth herein.
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| 2. |
CHANGES: The purchaser may at any time, in writing, make requests for changes within the general scope of this order in the drawings, designs, specifications, shipping or packing instructions of place or 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. We cannot accept cancellations or modifications for product due to ship within a 30 day window unless otherwise noted on a valid Amphenol RF quotation.
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| 3. |
WARRANTY:
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| (a) |
If
any of the products on the face of this 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 process. Amphenol Corporation warrants each new
product sold by Amphenol to be free from defects in material
and workmanship under normal use and service. The obligation
and liability of Amphenol under of Amphenol under this
warranty is limited to the repair or replacement at its
factory, at the option of Amphenol, of any such product
which proves defective within ninety (90) days after delivery
to the first end user, and is found to be defective in
material and workmanship by Amphenol inspection.
Amphenol
shall not be obligated or liable under the 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 than authorized Amphenol Representatives. In
addition, Amphenol 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 to the original purchaser, if different
from the first end user, and further provided that written
notice of any defect shall be given to Amphenol within
thirty (30) days from the date such defect is first
discovered.
Products
of warranty consideration shall be returned with all
transportation charges prepaid to Amphenol Corporation
in shipping containers which are adequate to prevent
loss or damage in shipment. Products repaired or replaced
under this warranty are warranted for the unexpired
portion of the original warranty.
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| (b) |
Other
than the liability set forth in any expressed warranty
applicable to the products sold to the purchaser, Seller
shall not be liable for the consequential, incidental
or other type of damages and expressly excludes and disclaims
such damages resulting from or caused by the use, operations,
failure, malfunction or defects of any products sold to
the purchaser under any order, resulting from this quotation,
it being understood that the products sold to the purchaser
are not consumer products.
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| (c) |
AMPHENOL
DISCLAIMS ANY LIABILITY WHETHER UNDER THIS WARRANTY OR
OTHERWISE FOR ANY FAILURE OF ITS PRODUCT WHICH IS CAUSED
BY, IN WHOLE OR IN PART, THE USE IN OR WITH THAT PRODUCT
OF COMPONENT PARTS NOT MANUFACTURED BY AMPHENOL.
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| (d) |
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 ORDER, RESULTING FROM THIS QUOTATION AND SUCH TERMS
AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF THE MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREWITH
EXPRESSLY EXCLUDED.
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| 4. |
SHIPMENT:
Shipment generally will be accomplished FOB Sellers plant.
Notwithstanding this, if Seller prepays the transportation charges,
purchaser will be obligated to reimburse Seller upon receipt
of invoice for the prepaid transportation charges. Any special
or abnormal packaging required will be included in the unit
price of the item to be delivered or as a separate line item.
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| 5. |
DELIVERY:
Delivery will be accomplished within the time specified on the
face of this 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 product 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, ware, hostility, riots,
government action, energy crises, the failure of Sellers
suppliers to make timely delivery of material or components,
or where such delay is occasioned by other causes beyond the
control of the Seller or without its fault or negligence, then
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.
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| 6. |
PAYMENT:
All products and services will be invoiced at time of shipment
according to the following schedule:
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| (a) |
Unless
otherwise specified herein, terms of payment are net 30
days from the date of shipment of products or performance
of services. Where discount is available, payment must
be within the specified timeframe to earn that discount.
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| (b) |
Late
payment charges of 2% per month or the maximum contractual
rate permitted by law, whichever is less, may be assessed
on all unpaid or past due invoices, plus all applicable
inventory carrying and storage charges.
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| (c) |
Prorata
payments are due from Buyer as shipments are made by Seller.
If shipments are delayed by Buyer, payments shall become
due from the date Seller is prepared to make shipment.
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| (d) |
In
the event Buyer has overdue invoices, Seller reserves
the right to cancel any order without obligation or to
delay delivery of goods until such time as delinquent
invoices are paid in full with appropriate late charges.
In the event Seller deems it appropriate to refer Buyers
overdue account to outside parties for collection, Buyer
shall pay all Seller costs of collection, including without
limitation reasonable attorneys fees. Seller further
reserves the right to deliver future shipments on a C.O.D.
or cash-in-advance basis even after a delinquency is cured.
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| (e) |
All
sums owed Seller hereunder shall be due and payable under
the terms hereof. Buyer shall not set off said sums against
other sums, whether liquidated or not, that are or may
be due Buyer, which arise out of a different transaction
with Seller, its parent company, or its divisions, subsidiaries
or affiliates.
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| (f) |
Seller
reserves the right to combine any of the 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
this quotation and all rights and remedies set forth herein
shall be considered cumulative in addition to all other
available rights and remedies.
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| 7. |
MATERIAL
SHORTAGES AND ALLOCATIONS: In the event Seller is unable to
obtain in a timely manner material 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.
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| 8. |
INSPECTION:
The purchaser shall inspect and accept any products delivered
in response to this quotation, immediately after purchaser takes
custody of such products. In the event the products do not meet
the 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.
The purchasers shall be deemed to have accepted any product
delivered hereunder and to have waived any such noncompliance
in the event a written notification that the products delivered
hereunder do not comply with the drawings, designs and/or specifications,
is not received by the Seller within fifteen days after the
purchaser takes custody of the products delivered hereunder.
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| 9. |
INSOLVENCY.
Seller may cancel the whole or any part of an order resulting
from the quotation in the event of the suspension of purchasers
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.
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| 10. |
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
where Seller is an infringer with respect to its sale hereunder,
and from reasonable expenses incurred by Buyer in defense of
such suite if Seller does not undertake the defense thereof,
provided that Seller is promptly notified of any such suite
and except for suits against that United States Government,
Buyer offers Seller full and exclusive control of the defense
of such suite 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 there;
except that, this indemnity shall not extend to infringement
resulting from Sellers compliance with Buyers designs,
processes or formulas. Sellers liability for damages hereunder
is limited to those computed solely on the value of any product
sold to Buyer hereunder. In no event shall Seller be liable
for consequential damages or costs applicable thereto. Seller
shall also indemnify Buyers customers and agents to such
infringement, if and to the extent that Buyer has 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 indemnity or warranty
express or implied, with respect to patent trademarks or copyrights.
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| 11. |
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.
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| 12. |
TAXES:
Unless otherwise specifically designated on the face page of
this quotation, the prices quoted herein 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 hereunder shall be paid by
the purchaser. Accordingly, Seller reserves the right to revise
its quotation after the execution of this contract between the
parties 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 this quotation
by the parties herein.
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| 13. |
SET-OFF:
All monies owed under any purchase order resulting from this
quotation shall be due under the terms of this agreement and
the purchaser is prohibited from stetting off said sum due the
Seller under this purchase 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, its divisions, subsidiaries
or affiliates.
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| 14. |
SERVICEABILITY:
If any provision of this quotation is in violation of any Federal,
State or local statue or regulations, or is illegal for any
reason, said provision shall be self deleting without affecting
the validity of the remaining provisions.
All information on this website is subject to change without notice. While the information contained on this website has been carefully complied to the best of our present knowledge, it is not intended as representation or warranty of any kind on our part regarding the suitability of the products concerned for any particular use or purpose. Please contact your Amphenol RF Sales Representative for additional information regarding specifications. |

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