GENERAL TERMS AND CONDITIONS
For the sale of goods, provision of services and contracting for work;
filed with the Registry of the District Court of Utrecht on August 21, 1987 under
number 329/87.
A. GENERAL
Definition of terms
Article 1
In these General Terms and Conditions, the following terms mean:
○ Amphenol: Amphenol Benelux B.V.
○ Client: the party who has obligated him/her/itself vis-à-vis Amphenol in connection with the sale of goods, orders to provide services and/or contracting for work, or is in negotiations with Amphenol for this purpose;
○ Parties: Amphenol and the Client;
○ Contract: the contract concluded by the Parties, to which these General Terms and Conditions have been declared applicable;
○ Performance: the delivery of the goods and/or provision of the services and/or execution of the work,
for which Amphenol has obligated itself vis-à-vis the Client;
○ Purchase Price: the Client's consideration expressed in a sum of money.
Applicability and interpretation
Article 2
1. These General Terms and Conditions apply to all contracts of sale, for the provision of services and contracting for work, as well as to the acts aimed at effecting those contracts, provided Amphenol has declared these Terms and Conditions applicable thereto or they can be deemed to have been declared applicable thereto.
2. In the event that these Terms and Conditions are declared applicable to contracts with a subject that is different from or additional to that described in the preceding clause, these Terms and Conditions will then apply as far as possible by analogy.
3. The applicability of these Terms and Conditions excludes that of all other terms and conditions, particularly those of the Client. Deviating or additional stipulations will only take effect if they are agreed by the parties in writing.
4. If the Client is not the end user of the performance, and a purchasing contract, dealer contract or similar contract has been concluded in any way between the Client and Amphenol in which these Terms and Conditions have been declared applicable, Amphenol will be entitled at any time during the term of such a contract to alter products and amend these Terms and Conditions. This will not have any consequences for orders already confirmed.
Offer and order
Article 3
1. Any offer made by Amphenol will always be free of obligation, unless the contrary appears from the offer.
2. The terms of the preceding clause also apply to the contents of the information provided with or in connection with the offer. Amphenol will retain the property rights and copyrights in respect of each offer and the information included in it. The recipient will not be entitled to disclose the information in question to third parties.
3. A Client is bound by the order he/she/it has given; Amphenol will not be bound until it has accepted the order from the Client in writing or upon execution of the performance, through which written acceptance will not be required. The contract between Amphenol and the Client will be concluded by way of the aforementioned acceptance or execution.
4. For deliveries below a total sum of EUR 500 per order, an additional shipment surcharge will apply.
B. DELIVERY OF GOODS
General
Article 4
If the goods to be delivered deviate in type, construction, dimensions, model, color and suchlike from what was agreed during the purchase, the Client will not be able to rely on breach of contract on the part of Amphenol if such deviations do not affect the functioning of those goods in accordance with their purpose.
Delivery time
Article 5
1. The goods will be delivered to the place and within the time agreed by the Parties. This delivery time commences after the Contract is concluded and after Amphenol is also in possession of all information and documents to be provided by the Client, as well as the first payment installment, if such payment has been agreed in the order.
2.If and as long as the Client fails to perform its obligations after commencement of the delivery time, Amphenol may deem the continuation of the delivery time to be suspended.
3. With respect to the delivery time, the deadline will be the time at which Amphenol notifies the Client that the goods are ready for shipment, as described below in Article 6 clause 3.
Delivery, transportation and risk
Article 6
1. Unless otherwise agreed, the actual delivery of the goods will take place at Amphenol's warehouses.
2. Transportation, including loading and unloading the goods, will take place at the Client's expense and risk, irrespective of on whose instructions the transportation is carried out and irrespective of who is charged for the transportation risk by the carrier.
3. Amphenol will notify the Client when the goods are ready for shipment at the agreed location. The Client will have ten (10) days from such notification in which to pick up the goods or have them picked up; if the goods are not picked up on time, after the aforementioned period the Client will bear the risk and costs of storage.
4. The Client is entitled to complain to Amphenol about defects in the goods relating to their nature, quantity, composition, construction and functioning, within ten days after the goods are actually delivered, but in any case within
three weeks, subject to the terms of Art. 4 above. The terms of the preceding sentence will not apply if an acceptance test has been agreed in writing.
5. The risk of damage or destruction of the goods will pass to the Client the moment the goods leave the delivery location referred to in clause 1 of this article or at the end of the ten-day period referred to in clause 3 of this article if the latter time occurs first.
C. PROVISION OF SERVICES AND CONTRACTING FOR WORK
General
Article 7
1. If Amphenol's performance consists wholly or in part of providing services or contracting for work, Amphenol will be entitled, subject to Amphenol's own liability, to outsource or subcontract the work to third parties.
2. If the order is also based on drawings, models and specifications, the relevant documents will always be deemed to be the property of Amphenol.
Assembly, putting into operation and testing
Article 8
1. If goods have to be assembled, put into operation and/or tested, all work in connection with this, including foundation, breaking, chiseling, masonry, plastering, carpentry, painting, hauling, lifting and relocation work, will be performed at the Client's expense and risk.
2. The Client must ensure that the aforementioned work is done promptly and in accordance with any instructions from Amphenol, without Amphenol accepting any liability in respect of those instructions. The Client must also make available promptly, at its own expense, all auxiliary workers, auxiliary equipment and materials, power, water, lighting, compressed air
or other aids, which are necessary in Amphenol's opinion.
3. In the event of circumstances that prevent or delay the assembly, putting into operation or testing, which are not Amphenol's fault, Amphenol will be entitled to charge the Client for the costs arising from this.
Completion, risk and ownership
Article 9
1. The goods to be assembled, put into operation or tested will be at the Client's risk in respect of damage or destruction as soon as those goods are delivered at the agreed location. The Client must protect these goods properly against damage and destruction.
2. Amphenol will notify the Client immediately after the service has been provided or the work performed. From that moment, the Client will have two (2) days' time to complain to Amphenol about incorrect or incomplete provision of the service or performance of the work.
D. OTHER GENERAL TERMS AND CONDITIONS
Purchase price and payment
Article 10
1. Unless the Parties agree otherwise in writing, Amphenol will be entitled to increase the purchase price to the same degree to which the cost price has risen since conclusion of the contract. The purchase price will also be increased by any additional costs, partly based on the rates charged by Amphenol at such time, due to work performed by Amphenol outside normal working hours at the Client's request.
2. If a lump sum payment is agreed, the relevant amount will be due on the invoice date. If payment in several installments is agreed, payment must always be made immediately after the passing of the relevant events or periods specified. All installments will be immediately due and payable without notice of default in case of the Client's application for a moratorium on payment, bankruptcy, placement under a guardianship order, on the Client's death or the dissolution of a corporation or legal entity if this is the Client, upon the appointment of an administrator for the Client pursuant to any statutory provision, and in the event of non-performance or breach of one or more terms of the contract or these Terms and Conditions.
3. Payment will be made without any setoff or reduction, which has not been agreed in writing, and in the manner indicated by Amphenol.
4. Payment by the Client will not mean that the Client has approved the delivery made by Amphenol.
5. If and as long as the Client fails to pay the agreed installment(s), Amphenol will be entitled to suspend the performance of its obligations. From the day on which payment should have been made until the moment of payment in full, the Client will have to pay as a penalty interest of at least one percent per month, calculated on the amount due, whereby part of a month will count as a full month. All costs involved in any claim will also be recovered from the Client, including both judicial and extrajudicial collection costs, the latter to the amount of at least 10 percent of the amount to be claimed, with a minimum of EUR 50.
Force majeure
Article 11
1. Amphenol will be entitled to rely on force majeure if its supplier fulfills its delivery obligation late or not at all. Amphenol will also be entitled to rely on force majeure in the event of a strike, state of war or similar circumstances, fire, explosion, natural disasters, stagnation due to time lost through frost and other weather conditions, which are beyond Amphenol's control and through which Amphenol cannot reasonably perform its obligations. If an event as referred to in the preceding sentence occurs, Amphenol will notify the Client of this in writing and keep them informed of the development of the force majeure. In such a case, each of the Parties must make every effort to remove the cause of the force majeure and to limit its consequences as far as possible.
2. If the force majeure lasts more than six months, each of the Parties will be entitled to deem the contract to be dissolved, for the part prevented by the force majeure, without judicial intervention, provided the Party exercising this right notifies the other Party to this effect by registered letter. Neither Party will be entitled to claim any damages in relation to such dissolution.
Warranty
Article 12
1.Unless otherwise agreed, Amphenol warrants that the goods and materials delivered will not reveal any production errors for a period of three (3) months, counting from the end of the ten-day period or three weeks referred to in Art. 6 clause 4 or the two days referred to in Art. 10 clause 2.
2. It will not be possible to base claims on the warranty if they are brought against Amphenol more than 10 days after discovery of the defect. The claim brought in good time must contain proof that the defect asserted by the Client is exclusively the direct consequence of production errors.
3. Amphenol is entitled to determine whether it will perform its warranty obligation through repair free or charge or replacement free of charge, or reconstruction of the object of the performance free of charge. The warranty term will not be extended with respect to either full or partial performance, irrespective of the method used by Amphenol in remedying the defect. Parts or objects that are replaced will become the property of Amphenol through such replacement.
4. Amphenol is not obligated to perform its work based on the warranty outside the municipality in which its relevant company is located. Amphenol may nevertheless demand that the goods in question, to the extent possible, are transported to a location indicated by it in the Netherlands. The costs incurred in transporting the goods to the location in the Netherlands where the work will be done will always be payable by the Client. In respect of repairs and suchlike to be performed outside the Netherlands, Amphenol is obligated to compensate the Client only for the costs Amphenol would have incurred if the repairs and suchlike had been carried out in Houten.
5. Amphenol's warranty obligation will lapse if the Client:
a: did not do everything possible to limit the damage when the breakdown or defects occurred, including switching off or putting the equipment out of operation;
b: either works on the object of the performance themself or has third parties work on it without approval from Amphenol;
c: uses the object of the performance alone or in combination with other goods for purposes other than that for which the object is intended.
Liability
Article 13
1.Except under the above terms of Articles 6 clause 4 and 10 clause 2, as well as with respect to hidden defects and the warranty obligation, Amphenol will not be bound vis-à-vis the Client nor vis-à-vis third parties to pay any damages of whatever nature, including damages for business interruption.
2. Therefore, Amphenol will not be liable either for the loss the Client might incur as a result of using the object of the performance otherwise than as intended.
3. The Client indemnifies Amphenol for all claims and rights of third parties in respect of the infringement of patents, licenses or other rights, in case such infringement arises from the instruction and/or information given by the Client in relation to the execution of the order, or arises from the use designated by the Client for the object of the performance.
Applicable law
Article 14
The Contract and these Terms and Conditions as well as their performance are governed by and construed in accordance with Dutch law. “The Uniform Law on the International Sale of Goods” and “The Uniform Law on the Formation of Contracts for the International Sale of Goods” are not applicable.