Sales Order Terms & Conditions

1. Acceptance, Formation, and Modification

These Terms and Conditions of Sale (the “Terms”) apply to all quotations, acknowledgments, offers, and sales made by Amphenol Broadband Solutions (“Seller”) to any purchaser (“Buyer”), unless otherwise agreed in a written instrument signed by an authorized representative of Seller. Seller’s quotation, proposal, or acknowledgment constitutes an offer to sell goods and/or services solely on these Terms (the “Offer”). Buyer’s acceptance of the Offer, whether by purchase order, acknowledgment, payment, or acceptance of goods or services, constitutes Buyer’s agreement to be bound exclusively by these Terms. Any terms proposed by Buyer that are additional or different are expressly rejected. These Terms may be modified only by a written agreement signed by Seller’s authorized representative. Seller’s commencement of performance does not constitute acceptance of Buyer’s terms. All transactions, including electronic commerce, between Buyer and Seller will be governed solely by these Terms.

2. Entire Agreement

These Terms and the Offer (collectively, the “Agreement”) constitute the entire agreement between Buyer and Seller, superseding all prior oral or written quotations, proposals, or communications. No prior course of dealing or usage of trade shall modify or supplement this Agreement.

3. Prices and Tariffs

Quoted prices are based on existing market conditions and costs and are subject to adjustment by Seller to reflect changes in material costs, wages, tariffs, or duties. Errors or omissions are subject to correction. Prices do not include property, sales, use, excise, import, or export taxes, duties, tariffs, or assessments, which shall be paid by Buyer. If Seller pays any such amounts, Buyer agrees to reimburse Seller. Tariff and Duty Price Adjustment Clause: Amphenol Broadband Solutions reserves the right to modify prices quoted or invoiced to Buyer due to changes in tariff and duty laws, regulations, or rates between countries. Price adjustments may occur with little or no notice depending on communication from the governing authority. Buyer agrees to bear any additional costs resulting from tariff and duty rate changes affecting supplied components.

4. Payment and Credit Terms

Unless otherwise agreed in writing, payment is due in U.S. Dollars within thirty (30) days of the invoice date. Seller may invoice at shipment. Past-due balances accrue interest at 1.5% per month or the highest rate permitted by law. Buyer shall reimburse Seller for reasonable attorney’s fees, court costs, and collection costs incurred in enforcing these Terms. All terms of payment are subject to Seller’s credit approval. Seller may require advance payment, suspend shipments, or terminate the Agreement if Buyer’s financial condition becomes unsatisfactory.

5. Delivery, Title, and Risk of Loss

Delivery shall be Ex Works (Incoterms 2020) Seller’s facility. Title and risk of loss transfer to Buyer upon delivery to the carrier. Shipment or delivery dates are estimates only. Seller shall not be liable for delays caused by events beyond its reasonable control.

6. Changes

Buyer may request written changes to specifications or quantities. Seller may accept, reject, or require price/schedule adjustments. No change is binding unless agreed in writing by Seller.

7. Allocation and Forecasts

In the event of supply limitations, Seller may allocate available inventory among its customers in a fair and reasonable manner. Seller may rely on Buyer’s forecasts and shall be equitably compensated for incremental costs resulting from forecast variances.

8. Testing, Tooling, and Engineering

Non-Recurring Engineering (NRE) charges or tooling costs paid by Buyer do not grant ownership or license rights. All tools, dies, jigs, and similar equipment remain Seller’s property.

9. Confidentiality and Intellectual Property

All non-public information disclosed by Seller, including drawings, designs, and pricing, is confidential and may not be disclosed or used without Seller’s written consent. Seller retains ownership of all Intellectual Property, including Background and Foreground IP. Buyer assigns to Seller all rights in any jointly developed IP. No license or right is granted except to use or resell goods purchased.

10. Inspection and Acceptance

Buyer shall inspect goods upon receipt and must notify Seller in writing of any material non-conformity within five (5) business days. Failure to provide notice constitutes acceptance.

11. Warranty and Remedies

Seller warrants goods will be free from defects in material and workmanship and from liens or encumbrances for one (1) year after delivery. Buyer must notify Seller in writing within ten (10) days of discovering any defect and return the goods per Seller’s instructions. Seller will, at its option, repair, replace, or credit the goods. This warranty excludes misuse, improper installation, modification, or storage. THE FOREGOING IS THE SOLE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability and Indemnification

Seller’s total liability for any claim shall not exceed the lesser of $500,000 or the purchase price of the affected goods during the six (6) months preceding the claim. Seller shall not be liable for special, incidental, consequential, or punitive damages. Buyer indemnifies Seller for claims arising from Buyer’s misuse, combination, or modification of goods or its products incorporating them.

13. Export and Compliance

Buyer shall comply with all applicable U.S. and international export, import, and sanctions laws and regulations. Buyer represents it is not subject to sanctions and will not resell or transfer goods to prohibited parties or destinations.

14. Force Majeure

Seller shall not be liable for delays or failures caused by acts of God, labor disputes, shortages, war, terrorism, pandemics, governmental actions, or any causes beyond its reasonable control. Seller shall have a reasonable extension of time to perform or may terminate the affected order without liability.

15. Returns

No goods may be returned without Seller’s prior written authorization. Returns are subject to a 15% restocking charge and inspection. Goods must be unused, in original condition, and shipped prepaid. Unauthorized returns will be rejected.

16. Cancellation and Termination

Orders may not be canceled or rescheduled without Seller’s written consent. Buyer shall compensate Seller for costs and lost profits. Seller may terminate the Agreement, with or without cause, upon sixty (60) days’ written notice.

17. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of New York, USA, without regard to conflict-of-law principles. Both parties consent to the exclusive jurisdiction of the federal and state courts of New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18. Assignment and Severability

Buyer may not assign this Agreement without Seller’s written consent. Seller may assign to affiliates without notice. If any provision is held invalid, the remainder remains enforceable. Failure by Seller to enforce any right is not a waiver.

19. Survival

Sections 3–9, 11–13, and 16–19 shall survive termination or expiration of this Agreement.