Amphenol Terms and Conditions of Purchase
Definitions:
(a) “Buyer” means the individual or entity identified on Buyer’s purchase order.
(b) “Seller” means the entity identified on Seller’s quotation, order acknowledgement or confirmation.
(c) “Product” means (i) any product designed or manufactured by or on behalf of Seller, or (ii) any third-party manufacturer’s product offered for sale by Seller.
Acceptance: Except as otherwise agreed in a written supply agreement signed by both parties, these Terms and Conditions will govern Buyer’s purchase order. Buyer’s purchase order is expressly conditioned upon Seller’s agreement that these Terms and Conditions shall be the sole and exclusive terms and conditions applicable to Buyer’s purchase of Products. Any additional or conflicting terms proposed by Seller in any form, including but not limited to quotes, invoices, or acknowledgments, are hereby rejected. Any performance by Seller pursuant to Buyer’s purchase order, including, without limitation, manufacture or shipment of Products, shall be deemed to be an acceptance solely upon these Terms and Conditions.
Entire Agreement; Amendments: Unless a written supply agreement has been executed by both parties, these Terms and Conditions and Buyer’s purchase order together constitute the entire agreement of the parties covering Products provided by Seller to Buyer. These Terms and Conditions supersede all other written or oral agreements between the parties with respect to the purchase of Products pursuant to Buyer’s purchase order. Seller and Buyer may modify these Terms and Conditions only by an express written agreement signed by Seller and Buyer.
Prices: Prices for Products shall be as set forth in Buyer’s purchase order, and Buyer shall not be liable to Seller for any charges other than those specified on Buyer’s purchase order. Any price adjustments must be communicated and agreed upon in writing by Buyer prior to implementation. Such price adjustments shall not take effect until at least (30) thirty days after Buyer’s written consent. Notwithstanding the foregoing, the price to be paid by Buyer for Products under the purchase order shall not be greater than the price paid by Seller’s similarly situated customers purchasing similar products in similar quantities.
Taxes: Except as otherwise specified in Buyer’s purchase order, Seller’s price for Products includes all amounts for all expenses, social insurance contributions, fees (those imposed on or measured by the services provided or goods delivered), occupation, sales, use, value added, gross income, privilege or excise tax or any other tax, tariffs, duties applicable to the items or assessment now or hereafter imposed by or under the authority of any international, federal, state or local law, rule or regulation with respect to the Products or their sale hereunder provided that any value added tax (“VAT”) and/or similar tax will not be included in Seller's price but must be separately identified on Seller's invoice. If Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if such value added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules to allow Buyer to reclaim such value added and/or similar tax from the appropriate government authority. Seller shall bear all tariffs, duties, and similar charges applicable to the Products. Seller must provide all necessary documentation for tax compliance and any tax-related adjustments must be communicated and agreed by the parties in writing. In the event Buyer becomes liable to pay any such taxes, duties or assessments, Seller agrees, unless prohibited by applicable law, rule or regulation, to indemnify and hold Buyer harmless therefore, including any applicable interest or penalties. Seller will be responsible for any and all payroll taxes for services performed by Seller’s personnel. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors.
Duty Drawback: Buyer exclusively reserves all rights to any duty drawbacks or taxes paid on materials purchased by Seller for manufacture or production of Products. Seller expressly disclaims all interest in such rights and agrees to furnish Buyer with proof of importation, including a signed U.S. Customs and Border Protection Form 7552 (“Delivery Certificate for Purposes of Drawback”) and any other documents, records and other supporting information necessary for Buyer to obtain payment of any applicable duty drawback and agrees to cooperate with Buyer in facilitating and obtaining such payments. Seller shall bear all costs associated with providing the necessary documentation and cooperation for Buyer to obtain payment of any applicable duty drawback.
Payment Terms: Unless otherwise agreed by the parties in writing, terms of payment shall be net ninety (90) days from the date Buyer receives a duly issued, complete, and accurate invoice for all Products accepted by Buyer. Payment shall be made in the currency stated in Buyer’s purchase order, or, if no currency is specified, in USD. Buyer reserves the right to withhold payment of any disputed amounts until the dispute is resolved. In such cases, Buyer shall not be liable for any interest, penalties, or additional charges related to the withheld amount. All payments shall be subject to any applicable discounts, debits, or offsets, including, without limitation, those arising from late delivery, nonconforming Products, or other breaches of these Terms and Conditions.
Shipping; Delivery: Seller shall package all Products (i) in accordance with Buyer’s Product packaging requirements, whether included in the specifications or otherwise provided to Seller, (ii) in accordance with any requirements specified by the carrier, and (iii) in such a manner as to provide proper protection for Products in transit. Damages to any Products resulting from improper packaging shall be the responsibility of Seller. Unless otherwise noted on the purchase order, all Products will be delivered DDP (Incoterms 2010) Buyer’s designated delivery location. The packing list for each container shall include Buyer’s purchase order number. Without Buyer’s prior written consent, Seller may not make Product substitutions, partial shipments or early deliveries and may not ship overages or underages of weight, length, size and/or quantity. Seller must provide real-time tracking information for all shipments.
Risk of Loss: Title and risk of loss or damage to Products shipped DDP shall not pass to Buyer until Products are received and accepted by Buyer at the destination specified in the purchase order.
Late Deliver: TIME IS OF THE ESSENCE. It is an essential condition of Buyer’s purchase order that all deliveries strictly conform to the schedule set forth in such order. Seller shall promptly notify Buyer in writing of any actual or anticipated delays in delivery and shall, at Seller’s sole cost and expense, take all necessary steps to prevent, mitigate, or cure any such delays, including, but not limited to, the use of expedited shipping, alternative transportation methods, or rescheduling of production. If Seller fails to ship all or any portion of Products on or before the agreed-upon shipping date, Buyer shall have the right to: (i) cancel the purchase order, in whole or in part, without any liability or obligation for the unshipped Products; (ii) procure substitute products from other sources and charge Seller for any additional costs incurred, including, without limitation, the cost of cover, expedited shipping, and any associated administrative expenses; or (iii) demand specific performance of the purchase order, with Seller bearing all associated costs. In addition, Seller shall indemnify, defend, and hold Buyer harmless from and against any and all losses, penalties, damages, claims, liabilities, and obligations, including, without limitation, the cost of cover, lost profits, consequential damages, and any other costs, expenses, or attorneys’ fees, arising out of or relating to Seller’s failure to deliver the Products in accordance with the schedule set forth in the purchase order.
Change Orders: No changes or substitutions shall be made to the purchase order without the prior written consent of Buyer. Buyer reserves the right to request changes to the purchase order at any time by submitting a written change order to Seller. Such changes may include, but are not limited to, adjustments to drawings, specifications, designs, quantities, delivery location and schedules, and methods of packaging. If Seller reasonably believes that a change requested by Buyer affects the price or delivery date for Products, Seller shall notify Buyer in writing (with adequate supporting documentation) within five (5) business days after receipt of Buyer’s change order, and Seller shall not perform the requested changes without the prior written consent of Buyer. Buyer and Seller shall mutually agree in writing on any adjustments in the price and/or delivery date resulting from the requested change. Seller’s claim for an adjustment in price or delivery date will be deemed to have been waived unless asserted by Seller within five (5) business days after receipt of Buyer’s change order. In no event shall Seller stop performance of any unaffected portion of the purchase order while Buyer and Seller are in the process of making any changes and adjustments. If Seller fails to perform any part of the purchase order as required, Buyer shall have the right to seek remedies, including but not limited to, termination of the affected portion of the order without liability. In the event of any dispute regarding changes, Buyer’s decision shall be final and binding, provided such decision is made in good faith and in accordance with these Terms and Conditions.
Record Retention: Seller shall maintain appropriate records regarding Product origin, testing, evaluation and quality and environmental compliance and shall, upon request from Buyer, promptly provide such records to Buyer for review.
Inspection: Buyer shall have the option to inspect Products during the manufacturing process and upon completion but prior to shipment. Buyer may also inspect Products after they are received at the destination specified in the purchase order. No provision in Seller’s delivery receipt shall modify Buyer’s right to inspect and reject Products. Neither Buyer’s inspection of or failure to inspect Products nor payment for Products shall be deemed an acceptance of Products and shall in no way limit Buyer’s right to reject nonconforming or defective Products.
Rejection: Buyer reserves the right to reject any nonconforming Products. If Buyer rejects Products or revokes acceptance of Products, and Seller fails to deliver conforming Products on or before the delivery date specified in the purchase order, Buyer shall have the option to cancel the purchase order in whole or in part, without any liability. In addition to the right to cancel, Seller shall indemnify and hold Buyer harmless, pursuant to the terms of Section 10, for any damages, costs, or losses resulting from Seller’s failure to delivery conforming Products timely. Rejected Products shall be held by Buyer, at Seller’s sole risk and expense, including the cost of storage, insurance, and any other associated costs, until Buyer receives written instructions from Seller regarding the disposition of such Products. Buyer shall be entitled to a full refund for any rejected Products returned to Seller, including all associated costs, such as transportation, handling, and any other reasonable expenses incurred in returning the Products. Buyer’s decision to reject Products or revoke acceptance shall not affect any other rights or remedies available to Buyer under these Terms and Conditions, at law, or in equity.
Buyer’s Property: Unless otherwise agreed in writing, all drawings, sketches, blueprints, specifications, designs, models, tools, molds, jigs, dies, patterns, fixtures and other materials furnished or paid for by Buyer in connection with the purchase order shall be and remain the property of Buyer. All such materials shall at all times be clearly identified as the property of Buyer and shall be segregated from other property. Such materials shall be used only in filling Buyer’s purchase orders and shall be delivered to Buyer or otherwise disposed of in accordance with Buyer’s instructions upon completion, termination or cancellation of all outstanding purchase orders or upon Buyer’s request. Seller assumes all risk and liability for loss of or damage to Buyer’s property in its custody or control and shall insure such property at its own expense for an amount at least equal to the replacement cost thereof, with losses payable to Buyer. Seller agrees to maintain such property in good and useable condition, except for normal wear and tear. Upon Buyer’s request, Seller shall provide Buyer with an accounting of all property of Buyer in Seller’s possession. Buyer may visit Seller’s premises where Buyer’s property is located during normal business hours to inspect such Buyer property and to audit Seller’s compliance with the provisions of this Section 15. Seller agrees that Buyer may file a “protective notice” UCC-1 form and any other documents reasonably necessary to enable Buyer to protect its interest in its property.
Insurance: Seller shall, at its sole expense, maintain adequate workers’ compensation, employer liability and commercial general liability insurance covering risks that are typically covered within the industry, including products and completed operations and contractual liability coverage. Upon request by Buyer, Seller shall provide satisfactory evidence of such insurance. All insurance policies other than workers’ compensation and employer liability policies shall name Buyer as an
additional insured.
Warranties: Seller represents and warrants to Buyer that: (i) Seller will transfer good, clear and exclusive title to the Products, free of any liens, security interests, claims and other encumbrances; (ii) all Products shall conform strictly to the specifications, drawings, instructions, standards, samples and/or other descriptions furnished or approved by Buyer, shall be fit and sufficient for the particular purpose intended by Buyer, merchantable, and free from defects in design, materials, workmanship, construction, and title. Products shall be new, unused, and free from any prior claims, defects, or issues that could affect their quality or performance, and shall be provided in a competent and professional manner in accordance with the highest standards and practices that apply in Seller’s industry; and (iii) Seller shall comply with all applicable federal, state, local or foreign laws, rules, regulations, orders or other directives in the manufacture, sale and delivery of Products, and shall obtain and maintain all necessary permits, licenses, and approvals required for such compliance. These warranties shall survive inspection, testing, acceptance, and payment. The foregoing warranties shall also apply to any repaired or replaced Products and, in all cases, are extended to, and will inure to the benefit of Buyer, its successors, assigns, and customers or users to whom the Products may be sold or transferred. Notwithstanding the specifications, drawings, samples and other descriptions furnished by Buyer, Seller warrants that the Products and the sale or use thereof by Buyer or any transferee will not infringe any patents, copyrights, trade secrets, trademarks, or other intellectual property rights of any third party.
Remedies: If any Product breaches any of the warranties set forth above, Seller shall promptly replace such Product with a new Product that conforms to the specifications, drawings, samples and/or other descriptions furnished or approved by Buyer. Such replacement Product(s) shall be free from defects in design, materials and workmanship, and shall be delivered to the same ultimate destination as that of the original shipment. In addition, Seller shall be responsible for any costs of removal and reinstallation, transportation charges, and customs, duties, brokers’ fees or similar charges. All replacement Products shall be fully warranted as set forth in Section 17. In the event that Seller is unable to replace a Product within a commercially reasonable time, Buyer shall receive a full refund and shall have the right recover its damages, including costs of cover. Buyer’s rights and remedies set forth herein shall be cumulative and in addition to all other rights and remedies available in law or in equity.
Indemnity: Seller agrees to indemnify and hold harmless Buyer, its subsidiaries, affiliates, successors and assigns, and Buyer’s direct and indirect customers of Products (whether or not as a component part of a larger product or system), against any and all claims, demands, losses, damages, liabilities and obligations, including, without limitation, costs, expenses and attorneys’ fees, arising out of or relating to: (i) any claim that Products or the use of Products constitutes an infringement of any patent, copyright, trademark, trade name, service mark or other proprietary right; (ii) any claim that Products are defective; (iii) any breach of warranty by Seller; (iv) the manufacture, use, sale, delivery or disposal of Products; or (v) any claim for injury, death and/or damage to property arising from or related to the Products and/or caused by the negligence of Seller. In addition to the indemnification obligation, for any claim arising under (i) above, Seller may obtain for Buyer the royalty-free unlimited right to continue using Products in the manner that such Products could be used absent such claim, or to modify or replace Products in a manner acceptable to Buyer in its sole discretion. If Seller, or any officer, employee, agent or subcontractor of Seller, enters the premises of Buyer or Buyer’s customer in connection with the performance of Buyer’s purchase order or if Seller holds property of Buyer on consignment, Seller agrees to indemnify and hold harmless Buyer and its customer from any and all claims, demands, losses, damages, liabilities and obligations, including, without limitation, costs, expenses and attorneys’ fees, arising out of or relating to, injury or death to persons or damage to property arising out of or relating to the acts or omissions of Seller or Seller’s officers, employees, agents or subcontractors, during such performance or consignment.
Events of Default: If Seller breaches any of these Terms and Conditions and does not cure the default within ten (10) days after written notice from Buyer of such breach, or if Seller files (or has filed against it) a petition in bankruptcy or seeks relief under any bankruptcy, reorganization, insolvency, dissolution, liquidation or similar law of any jurisdiction, becomes unable to pay or suspends payment of its debts as they become due, ceases operation of its business or becomes financially insecure, or if a court issues an order appointing a receiver, custodian or administrator over all or part of Seller’s assets, Buyer shall have the right to cancel any outstanding purchase order and/or suspend its performance thereunder, and Seller shall be responsible for any costs of cover resulting from Buyer’s purchase of substitute products. In addition, Buyer may pursue any other right or remedy available in law or equity. Buyer shall be entitled to set off all amounts Seller owes Buyer (whether under the purchase order or otherwise) against any amounts Buyer owes Seller.
Waiver of Subrogation: Each party waives (for itself and its insurance carrier) all its rights of subrogation against the other party and the other party’s employees, agents, suppliers and subcontractors to recover damages and losses to the extent such damages or losses are covered by insurance; provided that this provision will have no effect to the extent that it invalidates or otherwise limits the insurance coverage of a party.
Termination: At any time and with or without cause, Buyer shall have the right to terminate all or a portion of the purchase order by written notice. Upon receipt of notice of termination, Seller shall immediately discontinue performance and, with regard to standard Products, allocate any finished Product and work-in-process to other customer orders. With regard to non-standard Products, Seller shall comply with Buyer’s instructions concerning disposition of completed Products, work-in- process and raw materials acquired to fulfill the purchase order. In the event of termination without cause for nonstandard Products, Buyer’s sole and exclusive liability to Seller shall be Seller’s reasonable out-of-pocket direct costs incurred prior to termination in connection with completed Products and work-in-process in Seller’s possession at the time of termination, less any salvage amount that Seller can realize by selling or using any of the Products or raw materials. Seller shall have the burden of proof on all such amounts. In no case shall Buyer’s liability exceed 10% of the value of the cancelled purchase order. In the event of cancellation in accordance with Section 20 of these Terms and Conditions, these provisions shall not apply, and Buyer shall have no liability to Seller.
Compliance with Laws: Seller will comply with all applicable international, federal, state and local laws, rules and regulations affecting the manufacture and sale of the Products. Upon request by Buyer, Seller will complete any applicable forms and certifications regarding its compliance with such regulations. In addition, if applicable, Seller and its subcontractors shall abide by the requirements of 41 CFR Sections 60-1.4(a), 60-300.5(a) and 60741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The purchase order may also be subject to the following: Executive Order 13496 and implementing regulations at 29 CFR Part 471, Appendix A to Subpart A.
Export Regulations: Seller will comply with all applicable export and import laws, regulations, and controls including but not limited to those administered by the Department of State, Directorate of Defense Trade Controls (DDTC), Department of Commerce, Bureau of Industry and Security (BIS), the Department of the Treasury, Office of Foreign Assets Control (OFAC), US Customer and Border Protection (CBP), the European Union, and the United Nations Security Council. Seller represents that it is not: (a) designated on any list of targeted persons issued under applicable export and import laws; (b) located within, operated from, or part of the government of a country that is subject to sanctions under applicable export and import laws; (c) is owned 50% or more in the aggregate or individually by, or acting on behalf of, any of the foregoing; or (d) otherwise targeted by applicable sanctions under applicable export and import laws. Seller will obtain all licenses necessary for the export of Products being sold to Buyer in a timely manner. Seller will advise Buyer in writing of any anticipated delays in shipping that may result from delayed approval of a required license. Seller shall provide Buyer with the applicable export jurisdiction and classification, Harmonized Tariff Schedule (HTS), and Country of Origin of all Products, software and data sold to Buyer under this Agreement. Seller shall provide Buyer with additional reasonable information and documentation to assist Buyer in complying with applicable export and import laws, regulations, and controls upon request. Seller will not export or re-export any Products, software or data provided to Seller by Buyer under this Agreement to any country in violation of applicable export control laws.
Compliance with Buyer’s Policies and Procedures: Seller’s employees and agents shall, if on the premises of Buyer, comply with all plant rules and regulations in effect at such premises, including security requirements. In addition, Seller shall comply with such Buyer policies or procedures as Buyer may reasonably require from time to time, provided that (i) Buyer has provided Seller a written copy of, or notice of online access to, any such additional policy or procedure, and (ii) such policies or procedures do not conflict with these Terms and Conditions. Seller acknowledges that it has access to and certifies that it has reviewed a copy of Buyer’s “Code of Ethics and Business Conduct” (https://amphenol.com/governance), and Buyer’s “Supplier Code of Conduct” (https://amphenol.com/sustainability/supply-chain), and Seller agrees to always comply with the provisions thereof.
Packaging: Seller warrants and covenants to Buyer that Seller will not intentionally add lead, cadmium, mercury or hexavalent chromium to any packaging or packaging components of Products provided to Buyer. In addition, the sum of all concentration levels of cadmium, hexavalent chromium, lead and mercury in packaging or packaging components shall not exceed 0.01% by weight (100 ppm). Seller will not manufacture such packaging and packaging components using chlorofluorocarbons or containing substances banned from packaging by law. Seller warrants and covenants that all Products, including packaging and packaging components, provided to Buyer will be accurately labeled in accordance with the requirements of applicable laws and regulations, including but not limited, applicable packaging specifications, the EU Packaging Directive (EU 94/62/EC), to the requirements of 40 C.F.R. Part 82 entitled “Protection of Stratospheric Ozone, Subpart E – The Labeling of Products Using Ozone-Depleting Substances” and ISPM No. 15 entitled “Guidelines for Regulating Wood Packaging.” Seller shall ensure wooden pallets are heat treated per regulatory requirements or, where allowed, wooden pallets may be fumigated.
Hazardous Materials: Seller shall promptly notify Buyer in writing if any materials or Products required by Buyer’s purchase order are deemed hazardous under any laws, rules or regulations of any applicable governmental or regulatory authority. Seller shall package, mark, label, document, and ship all such Products and materials in compliance with all applicable laws, rules and regulations of governmental or regulatory authorities. In the event that any Product to be supplied to Buyer is identified as hazardous pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910.1200) or any corresponding state law or local ordinance, Seller shall provide Buyer with a GHS Safety Data Sheet for such Product, to ensure their safe handling, movement, storage, use, recycling, reuse or disposal in accordance with applicable regulations. For any changes to Seller’s Products or materials that require an update to the information provided to Buyer, Seller must immediately send to Buyer an amended material or product declaration.
Conflict Minerals Compliance: Seller represents and warrants that any products, materials, components, or goods provided under these Terms and Conditions do not contain tin, tantalum, tungsten, or gold ("3TG") that originated from conflict minerals in the Democratic Republic of the Congo (DRC) or adjoining countries, unless such minerals are sourced from smelters or refiners that have been validated as conflict-free, in accordance with the Section 1502 of the Dodd-Frank Act, under a recognized responsible sourcing program (such as the Responsible Minerals Initiative (RMI) or an equivalent).
Seller agrees to: (a) Conduct due diligence on the source and chain of custody of 3TG in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (CAHRAs), or other industry-recognized frameworks; (b) Provide upon request full transparency regarding the supply chain of any 3TG used in its products supplied to the Manufacturer, including declarations using the Responsible Minerals Initiative (RMI) Conflict Minerals Reporting Template (CMRT) or a comparable industry-standard tool; (c) Promptly notify Buyer in writing if Supplier becomes aware of any 3TG in the Products that are not conflict-free; and (d) Take corrective action as reasonably requested by Buyer in the event of any non-compliance with this clause. Failure to comply with this clause shall be deemed a material breach of these Terms and Conditions and may result in termination without liability to the Seller.
RoHS, WEEE and REACH: At Buyer’s request, Seller will certify its compliance, in a reasonable amount of time and in a format acceptable to Buyer, with any directive or specific law, rule or regulation related to RoHS, WEEE, REACH or other environmental requirements applicable to Seller.. At Buyer’s request, Seller shall also provide certificates to Buyer when regulation changes or Product changes create a need for new certification. In addition, Seller warrants and covenants that Seller’s products comply with the RoHS Directive 2011/65/EU (“RoHS”), the WEEE Directive 2012/19/EU (“WEEE”), the REACH Directive EC/1907/206 (“REACH”), the Stockholm Convention of 1998 on Substances Depleting the Ozone layer that includes the class 1 and class 2 ODS under the Clean Air Act, EU Batteries Directive (2013/56/EU), and California Prop65, and that Seller is fully aware of its obligations under these Directives, including, but not restricted to the following: Not to violate the substance bans under RoHS; to demonstrate compliance with the requirements listed in Module A of Decision 768/2008/EC; to keep the Technical Documentation for 10 years after the last sale of the respective product to the Buyer; to affix, where applicable, the CE marking to the product; to make available required EU Declarations of Conformity; to provide Buyer, upon request and free of charge, with information about preparation for re-use and treatment; to maintain traceability records indicating part number, quantity and revision status of products for no less than seven (7) years. At Buyer’s request, Seller will certify its compliance with any specific law, rule or regulation with which it must comply hereunder.
Confidential Information: Seller will not disclose any confidential or proprietary information of Buyer, including, without limitation, these Terms and Conditions. Seller will not use Buyer’s confidential or proprietary information, except in the manufacture of Products for Buyer. Seller will not publicize the fact that Seller is selling Products to Buyer and will not use any of Buyer’s trademarks, service marks or trade names without the express written consent of Buyer. No information disclosed by Seller in connection with the purchaser order shall be deemed to be confidential or proprietary information of Seller unless otherwise agreed in writing by Buyer. All such information shall be acquired by Buyer free of any restrictions, other than any patent rights of Seller, as an integral part of Seller’s supply of Products.
No Partnership or Joint Venture: The parties agree that nothing in these Terms and Conditions will create any agency, employment, partnership, joint venture or fiduciary relationship between Buyer and Seller.
Assignment: These Terms and Conditions are binding upon, and inure to the benefit of Buyer, Seller and their successors and permitted assigns. Seller may not assign, delegate or subcontract its obligations under Buyer’s purchase order, in whole or in part, without Buyer’s prior written consent. Any purported assignment, delegation or subcontract made without Buyer’s consent shall be void. In no event shall any transfer, assignment or subcontract relieve Seller of any liability under the purchase order.
Waiver: Buyer’s waiver of any breach of any provision contained in these Terms and Conditions will not waive any other breach by Seller. Buyer’s delay or failure to enforce its rights under these Terms and Conditions shall not be deemed a waiver of such rights.
Severability: The invalidity of any portion of these Terms and Conditions shall not invalidate any other portion of these Terms and Conditions and, except for such invalid portion, these Terms and Conditions shall remain in full force and effect. If for any reason any portion of these Terms and Conditions is illegal or unenforceable, such provision will be severed, and the remainder of these Terms and Conditions shall be interpreted in a manner that will not affect the enforcement of the remaining provisions.
Governing Law: These Terms and Conditions and any dispute arising hereunder, including under any purchase order or sale of goods between the parties, shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Connecticut, and Seller hereby irrevocably submits to the jurisdiction of such courts and waives any objection to venue therein.
