Amphenol Sine Systems Website Terms of Use
By using the
Website, you accept and agree to be bound and abide by these Terms of Use. If
you do not want to agree to these Terms of Use, you must not access or use the
Website.
Changes to these Terms of Use
We may revise
and update these Terms of Use from time to time in our sole discretion. Your
continued use of the Website following the posting of revised Terms of Use
means that you accept and agree to the changes. You are expected to check this
page from time to time so you are aware of any changes, as they are binding on
you.
Availability of the Website
Our Website is made available free of charge. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also
responsible for ensuring that all persons who access our Website through your
internet connection are aware of these Terms of Use and other applicable terms
and conditions and that they comply with them.
If you choose, or you are provided with, a user identification code,
password or any other piece of information as part of our security procedures,
you must treat such information as confidential. You must not disclose it to
any third party. We have the right to disable any user identification code or
password, whether chosen by you or allocated by us, at any time, if in our
reasonable opinion you have failed to comply with any of the provisions of
these Terms of Use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected]
Rules relating to your use of the
Website
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organization to content posted on our Website. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Reliance
on information provided on this Website
The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
Although we make
reasonable efforts to update the information on our Website, we make no
representations, warranties or guarantees, whether express or implied, that the
content on our Website is accurate, complete or up to date.
Use of our Website
With respect to
all communications you make to us regarding the materials or information on our
Website or in relation to our products and services, including feedback,
questions, comments, suggestions and the like: (a) you shall have no right of
confidentiality in your communications and we shall have no obligation to
protect your communications from disclosure; (b) we shall be free to reproduce,
use, disclose and distribute your communications to others without limitation;
and (c) we shall be free to use any ideas, concepts, know-how, content or
techniques contained in your communications for any purpose whatsoever,
including but not limited to the development, production and marketing of
products and services that incorporate such information, each of which is
subject to our privacy policy.
Third
party links on the Website
Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR WEBSITE AND ANY INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR ANY GUARANTY OR ASSURANCE THAT OUR WEBSITE WILL BE AVAILABLE, ADEQUATE, ACCURATE, UNINTERRUPTED, COMPLETE OR ERROR FREE. WE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY MALICIOUS OR UNAUTHORIZED CODE AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOU HAVE APPROPRIATE SCANNING AND PROTECTIVE MECHANISMS FOR THE SECURITY OF YOUR DEVICES, SYSTEMS, PROGRAMS AND INFORMATION. BY USING OUR WEBSITE AND ANY INFORMATION THEREIN, YOU ARE ASSUMING ALL RISK OF LOSS THAT MAY ARISE OR BE ASSOCIATED WITH THAT USE.
To the maximum extent permitted by law, we, other members of the Amphenol group of companies and third parties connected to us hereby expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to them and any materials posted on them, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
Linking
to the Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our Website in any website that is not owned by you. Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page.
We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our Website other than that set out above, please contact us please use the "Contact Us" link on the Website.
Governing Law
These Terms of Use shall be construed and enforced under the laws of the State of Connecticut, US. You specifically agree and submit to the jurisdiction of the State and Federal Courts situated in the State of Connecticut and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of our Website. You will not object to jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. You agree that you will not file or participate in a class action against us. YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. The foregoing shall not apply to the extent that applicable law in your country of residence requires application of another law and/or jurisdiction and this cannot be excluded by contract.
Amphenol Sine Systems Terms and Conditions of Sale
Acceptance: Seller’s acknowledgment of Buyer’s order or
commencement of any performance pursuant to such order shall constitute Buyer’s
acceptance of Seller’s terms and conditions.
The prices set forth in this document and Buyer’s orders are expressly
conditioned upon the exclusive applicability of Seller’s terms and
conditions. No terms or conditions
stated by Buyer shall be binding on Seller unless such terms or conditions are
expressly accepted in writing by a duly authorized representative of
Seller. Failure of Seller to
specifically object to any or all terms and conditions suggested by Buyer shall
not be deemed an acceptance of terms and conditions that are in conflict with,
inconsistent with or in addition to the terms and conditions of this
document. Buyer, upon acknowledgment of
Seller’s quotation, or upon Seller’s commencement of performance pursuant to
Buyer’s order, 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 in this document. THE
TERMS AND CONDITIONS IN THIS DOCUMENT SUPERSEDE ALL PRIOR ORAL OR WRITTEN
QUOTATIONS, PROPOSALS AND COMMUNICATIONS BETWEEN THE BUYER AND SELLER RELATED
TO THE PRODUCTS AND SERVICES IDENTIFIED HEREIN.
Quantities: Unless Seller otherwise specifically agrees in
writing, Seller reserves the right to over or under ship the quantities shown
on the face hereof by 5%.
Prices: Unless Seller’s Quotation states otherwise,
prices are subject to change without notice at any time until Buyer
acknowledges acceptance of Seller’s terms and conditions in this document or
Seller commences performance hereunder. Prices
are FOB Seller’s shipping point and, unless Seller otherwise specifically
agrees in writing, do not include any costs for transportation, special
handling or packaging, additional quality assurance inspection or testing,
drawings or data, or any other customer requirements beyond Seller’s normal
commercial practice. Seller will arrange
transportation, prepay shipping charges, and add such charges to Seller’s
invoice. Unless Seller’s Quotation
states otherwise, Seller’s prices do not include sums necessary to cover any
taxes or duties including, but not limited to, Federal, State, Municipal
excise, sales or use taxes, letter of credit costs and fees and export or
import duties upon the production, sale, distribution, or delivery of products
or the furnishing of services hereunder.
Buyer shall pay when due such taxes, fees, costs, duties and
expenses. Seller reserves the right to
revise its Quotation at any time, including after commencement of performance
hereunder to include any and all taxes, fees, costs or duties that are payable
to Buyer hereunder and reserves the right to invoice Buyer such additional
amounts. This clause shall survive the
acceptance and complete performance of Buyer’s order.
Payment: All product and services will be invoiced at
time of shipment according to the following schedule:
a) Unless otherwise specified herein, terms of payment are NET 30 days from the date of shipment of the products or performance of services.
b) 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 payment charges. In the event Seller deems it appropriate to refer Buyer’s overdue account to outside parties for collection, Buyer shall pay all Seller costs of collection, including without limitation court costs and reasonable attorney’s fees. Notwithstanding anything to the contrary, Seller further reserves the right to deliver shipments on a cash-in advance basis.
c) All sums owed hereunder shall be due and payable under the terms hereof. Buyer shall not offset 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.
d) Nothing herein shall waive any other rights
and remedies of Seller permitted by law or equity and all rights and remedies
set forth herein shall be considered cumulative to all other available rights
and remedies.
Insolvency: Seller may cancel the whole or any part of an
order in the event of the suspension of Buyer’s business. Insolvency of Buyer, the institution, by
Buyer or others of bankruptcy, reorganization, arrangement of liquidation
proceedings involving or affecting Buyer, or any assignment for the benefit of
creditors of Buyer or receivership that Buyer places itself in or may be placed
in. Such cancellation shall be deemed a
cancellation for default of Buyer.
Audits: Buyer shall not have the right to audit or examine
Seller’s financial records pertaining to the products sold hereunder.
Delivery: Unless otherwise specified herein, delivery
shall be made within normal lead times applicable to the products ordered. Delivery to a common carrier for shipment to
Buyer or to Buyer’s designee shall constitute delivery. Title and risk of loss shall pass to Buyer at
the time and place of delivery. Premium
mode of shipment will not be used unless specifically directed in writing by
Buyer and then only at Buyer’s expense.
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, 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 buyers on a proportionate basis. 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.
Changes: Buyer may, at any time, in writing, request
changes within the general scope of this document in the drawings, designs,
specifications, shipping or packing instructions or place of delivery. If any such changes cause an increase in the
cost of, or the time required for, performance of Buyer’s order affected by
such changes, Seller shall make an equitable adjustment in the price, the
delivery schedule or both accordingly.
Termination and Returns: For products fabricated to
individual customer requirements, drawings, specifications, and/or designs,
Seller reserves the right to fabricate the entire quantity ordered in one
production run. In the event of cancellation
in whole or in part of an order, any components, subassemblies, and/or finished
assemblies on hand in quantities equivalent to the full production run for the
entire quantity ordered, plus normal overrun, shall be considered as part of
the applicable cancellation charges.
Buyer may cancel this order only by payment of
Seller’s cancellation charges which shall take into account expense already
incurred, overhead, lost profit and commitment made by the Seller. Permission must be obtained from Seller
before any product or material can be returned, and shipments must bear a
Return Authorization Number provided by the Seller or the returned items will
not be accepted. Products Manufactured to Buyer’s specifications or special
requirements are not subject to return.
Experimental Products: If Seller delivers
products identified as “prototypes”, “samples for engineering approval”, “on
consignment”, “for evaluation”, or terms of similar meanings, Buyer agrees that
such products are confidential and experimental in nature, that Buyer will
limit their availability only to those of its employees as are necessary to
carry out the testing and evaluation contemplated by the parties and no others,
and that all information concerning such product shall remain the proprietary
property of Seller and shall not be disclosed to any third party. It is anticipated that changes may be made in
the manufacture of such products, therefore, Buyer shall communicate to Seller
the data accumulated during the testing and evaluation of the products.
Test Equipment and Tooling: Unless Seller otherwise
specifically agrees in writing, all test equipment and tooling required to
produce the products covered herein are to remain the property of Seller.
Quality Control Procedures: Seller’s customary control
procedures in force at the time products are manufactured or services are
rendered, respectively, shall apply to products and services covered by this
document unless Seller otherwise specifically agrees in writing.
Documentation: Qualification tests may be performed by Seller
and test data supplied at the specific request and expense of Buyer. Documentation including, but not limited to,
drawings, data, engineering sketches, specifications, procedures, manufacturing,
assembly, and test records. If furnished
by Seller to Buyer without additional charge, shall remain Seller’s property,
shall be kept confidential by Buyer, shall not be reproduced, and shall be
returned to Seller upon request unless Seller otherwise specifically agrees in
writing.
Warranty: a) Seller warrants that each new product sold
hereunder will conform to Seller’s specifications or drawings, or will conform
to specifications agreed upon in writing by both parties. Seller’s sole obligation and liability under
this warranty is limited to the repair or replacement at its factory, at
Seller’s option, of any such product which proves to be noncompliant with
specifications within a year after the
date of delivery to the first end user which delivery must be made within six
(6) months after delivery to Buyer, and is confirmed to be
noncompliant by Seller’s inspection.
Buyer shall inspect and accept any products
delivered, immediately after Buyer takes custody of such products. In the event the products do not meet the
specifications or drawings, Buyer shall notify Seller in writing of such
non-compliance and give Seller a reasonable opportunity to correct the
noncompliance. . Seller shall not be obligated or liable under
this warranty for apparent defects or defects which examination discloses are
due to tampering, misuse, neglect, improper storage or handling, normal wear
and all cases where the products are disassembled by other than authorized
Seller representatives. In addition,
Seller shall not be obligated or liable under this warranty unless written
notice of noncompliance shall be given
to Seller within fifteen (15) days from the date such defects is first
discovered.
Products for warranty consideration shall be
returned with all transportation charges prepaid to Seller 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, or
an additional six months, whichever is longer.
Products returned to Seller for repair under this
warranty remain the property of Buyer and, unless agreed to by Seller, Buyer
will not debit Seller for the product value.
b) SELLER DISCLAIMS ANY LIABILITY, WHETHER UNDER
THIS WARRANTY OR OTHERWISE, FOR, 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.
c) 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.
d) SELLER’S LIABILITY FOR ALL CLAIMS, WHETHER
BASED ON BREACH OF CONTRACT, NEGLIGENT, PRODUCT LIABILITY, OR OTHERWISE,
RELATING TO THE PRODUCTS SHALL NOT EXCEED THE PRICE PAID BY BUYER FOR SUCH
DEFECTIVE PRODUCT. IN NO EVENT WILL
SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THEIR
PARTIES), HOWEVER CAUSED, WHETHER BY THE NEGLIGENCE OF SELLER OR OTHERWISE.
e) BUYERS ARE SOLELY RESPONSIBLE FOR CONFIRMING
THAT ALL PRODUCTS PURCHASED UNDER THIS AGREEMENT ARE INSTALLED AND USED IN
ACCORDANCE WITH ALL APPLICABLE CODES AND REGULATIONS.
f) CUSTOMERS ARE SOLELY RESPONSIBLE FOR
CONFIRMING THAT ALL PRODUCTS ARE PROPERLY INSTALLED AND USED IN ACCORDANCE
WITH ALL APPLICABLE CODES AND REGULATIONS.
Patent, Trademark and Copyright Indemnity: Seller shall indemnify
Buyer, Buyer’s customer and any end user from any and all damages and costs
finally awarded for infringement of any existing patent, trademark or copyright
in any suit by reason of the sale of any products sold to Buyer hereunder where
Seller is an infringer with respect to its sale hereunder provided that Seller
is promptly notified in writing of any such suit and 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, and Buyer fully
cooperates with Seller in such defense.
This indemnity shall not, however, extend to infringement or claims
thereof resulting from Seller’s compliance with Buyer’s designs, processes,
formulas, or approvals, use of the products in a manner to have them become
infringing or use of the products alone or in combination with other equipment
where the use is the subject of the claim.
Seller’s 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
special, incidental or consequential damages or costs applicable thereto. The above indemnity is in lieu of any other
indemnity or warranty, express or implied, with respect to patents, trademarks
or copyrights and shall in no event exceed the price paid by Buyer for such
products.
Claims: All claims (other than claims under the
Warranty and Patent sections hereof) must be received by Seller within fifteen
(15) days after receipt of goods. Seller
is not responsible for incidental, special, punitive or consequential damages
will be considered. No setoff is
allowed.
Waiver: Failure by Seller to insist upon strict
performance of any provision hereof by Buyer shall not be deemed to be a waiver
by Seller of its rights or remedies available to it at law or equity and Seller
shall not be required to proceed with performance of an order if Buyer is in
default to Seller under it or any other order.
Force Majeure: Seller shall not be liable for delays in or
failure of performance hereunder due to causes beyond its reasonable control,
including, but not limited to, acts of God or public enemy, acts of government
in either its sovereign or contractual capacity, acts of Buyer, fire, flood,
earthquake or other natural disaster, strike or other labor disputes, acts of
war, sabotage, insurrection rebellion, or other acts of civil disobedience,
failure of subcontractor to supply material, failure to delay in
transportation, or equipment breakdown, nor shall Seller be liable for any
reasonable delay in production or delivery.
In the event of delay due to such causes, the date of delivery shall be
extended for a period equal to the time lost by reason of the delay.
Compliance with Laws: Seller represents that
with respect to production of the products and performance of the services
herein it has complied with applicable governmental statutes, rules,
requisitions and orders including those pertaining to labor, wages, hours and
other conditions of hiring and employment.
Export Sales: Buyer agrees that it will not export or
re-export directly or indirectly any of the products sold hereunder to any
destination or to any person where such export or re-export is prohibited under
law or regulation, or export or re-export such products without appropriate
license(s) required by applicable law or regulation. (Which Incoterm? DES, FAS...)
Government Sales: If the products herein are
to be used in fulfilling a contract with the government, Seller will comply
with requirements of such contract which are mandatory under the procurement
statutes and which are applicable to Seller, provided that Seller has received
written notice of such requirements from Buyer in sufficient time to
incorporate their impact into the price and delivery schedule for such
products. All Technical Data and
Intellectual Property Rights shall remain the sole property of Seller. Seller’s books and records may only be
inspected by a representative of the government.
Governing Laws: The laws of the State of Connecticut shall in
all respects govern Buyer’s purchase of products.
Severability: If any provision of this document is in
violation of any governmental statute or regulations, or is illegal for any
reason, said provision shall be self-deleting without affecting the validity of
the remaining provisions.