1.0 Acceptance. Purchaser’s order is accepted by Guangzhou Amphenol Sincere Flex Circuits Co., Ltd. (‘Seller’), only on the condition that Purchaser assents to the terms and conditions of sale contained herein. These terms and conditions shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Purchaser. Purchaser’s failure to object in writing to the terms and conditions herein prior to the earlier of Purchaser’s acceptance of the goods ordered or fifteen (15) days from Purchaser’s receipt of this acceptance shall constitute assent by Purchaser to the terms and conditions herein. Orders are subject to a variation of 10 percent over or under the quantity or weight specified herein, and performance will be considered complete on that basis. If price stated in terms of a total contract price, that price will be adjusted to conform to the quantity or weight actually shipped. The Seller assumes no further liability for variations in quantity or weight. Upon receipt of the buyer's order, the seller will send the buyer a formal "Order Acknowledgement" document containing confirmation of the order information and the promised delivery date to confirm that both parties have agreed on the order, and then the order is formally effective. If the buyer does not receive the formal "Order Acknowledgement ", it is considered that the seller has not formally accepted the order and can not fulfill the delivery responsibility. 

 

2.0 Limitation of Remedy. (a) Seller shall not be liable for damage to material supplied by Purchaser but shall be liable only to re-perform work on additional material furnished by Purchaser. (b) All goods supplied to Purchaser and found to be defective in workmanship or material, or not in conformance with Seller’s description thereof, will be replaced repaired, or the account credited at the option of the Seller, provided notice of the defect or non-conformance is given to the Seller within forty-five (45) days of receipt of the goods by the Purchaser. The foregoing right of replacement, repair or crediting to Purchaser’s account shall be the sole and exclusive remedy of Purchaser for breach of this warranty. No goods are to be returned without the prior authorization of the Seller. Returned goods must be intact in form as shipped and must retain the Seller’s identity. Surface transportation will be used for return goods unless the Seller authorizes other modes of transportation. (c) The above undertakings in subparagraphs 2(a) and 2(b) are in lieu of all other warranties, express or implied, including warranties or merchantability and fitness, and in lieu of all other liabilities of any kind including liability for negligence, with respect to the goods and all performance by Seller relating thereto. In no event shall Seller be liable or responsible for incidental or consequential damages.

 

3.0 Transportation or Delivery. Delivery of the goods ordered hereunder shall be made Ex-works Guangzhou for transnational shipments and shall be made within 12 months after receipt of order. In the event the Buyer requests to change a scheduled delivery date, depending on the stage of the order in process, additional fees may apply as listed below.

3.1 Finished Goods: Once the sales order is released, the Purchaser request date is fixed in supplier system. Purchaser request dates can be rescheduled one (1) time. Reschedule dates must be within a maximum of six (6) months beyond the originally acknowledged schedule dates in order as to not incur additional fees. Reschedule dates more than 6 months beyond the originally acknowledged schedule dates may incur cancellation and/or holding fees.

3.2 Work In Process (WIP) & Raw Materials: maximum holding period is 3 months. After 3 months, a material scrap fee will be charged.

3.3 Holding fee: Holding fee does not apply until delivery date is more than six (6) months beyond the originally scheduled delivery date. Delivery dates scheduled more than six (6) months beyond the originally scheduled delivery date will be assessed a holding fee of 16% of the total product value of the PO which will be calculated monthly.

3.4 Transportation expenses shall be paid by the Purchaser, and Seller shall select mode of transportation at its discretion unless otherwise instructed in writing by Purchaser. Risk of loss or damage to goods in transit shall fall upon the Purchaser, whose responsibility it shall be to file claims with the carrier Seller assumes no responsibility for insuring shipments unless specifically requested by the Purchaser.

3.5 Shipping dates are estimated only and are not guaranteed. The Seller shall not be liable for delay in shipment or failure to ship unless such delay or failure is caused by its own fault or negligence. Thus, the causes of delay in delivery or non-delivery that Seller shall not be liable for include, but are not necessarily limited to, causes beyond its control, fires strikes or labor disturbances, acts of God, acts of Purchaser, acts of civil or military authority, insurrection of riot, embargoes, inability to obtain transportation facilities, wrecks or delays in transportation or inability to obtain necessary labor, materials or manufacturing facilities due to such causes.

 

4.0 Patents and Licenses. If Seller is notified promptly by the Purchaser in writing and is given authority, information and assistance for the defense (at Seller’s expense) of any suit or proceeding brought against the Purchaser, insofar as it is based upon an infringement of United State patents and trademarks by goods furnished under this order when used or sold for the purposes for which such goods are intended. Seller will defend such suit or proceeding and will satisfy a final award for such infringement against the Purchaser insofar as the award is based on and does not exceed the selling price of such goods. Seller assumes no liability for, and the Purchaser agrees to indemnify and hold Seller harmless against infringement of patent of claims covering completed equipment or any assemble, circuit combination method or process in which any such goods may be used, and trademark infringements involving any marking or branding not applied by Seller or involving any marking or branding applied at the request of the Purchaser. In addition, Seller assumes no liability for, and the Purchaser agrees to indemnify and hold Seller to meet the Purchaser’s requirements, or arising out of the use of any equipment, materials, parts or machinery furnished by the Purchaser in producing such goods. No costs or expenses under this paragraph shall in any event be incurred for the account of Seller without its prior consent Liability of Seller for any infringement or claim thereof shall be limited to the above undertakings. Seller’s goods are offered for sale and are sold subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent claim with respect to which Seller can grant licenses covering a completed equipment, or any assembly, circuit, combination, method of process in which any such goods are used as components (notwithstanding the fact that such goods may have been designed for use in, or may only be useful in, such completed equipment, assembly, circuit combination, method process and that such goods may have been purchased or sold for such use). Seller expressly reserves all its rights under such patent claims. 

 

5.0 Termination. Purchaser may cancel his order upon written notice to the Seller and upon payment of cancellation charges determined by Seller which shall compensate Seller for costs incurred and provide Seller with a normal profit for work performed prior to receipt of the cancellation. Any order cancelled prior to receiving an order acknowledgement may be cancelled free of charge. Orders cancelled after receipt of order acknowledgement will be assessed at a minimum, a cancellation fee of 5%.

 

6.0 Tools, Artwork, Masters. Liability for tools, masters and artwork is the sole responsibility of the Purchaser Payment for tools masters and artwork is due upon submission of invoice. 

 

7.0 Taxes. Unless otherwise specified, all prices quoted, all orders accepted, and all billings rendered are exclusive of all present and future Federal State and local excise sales use privilege personal property gross receipts and similar taxes. Such taxes: if paid by Seller shall be charged to the Purchaser. 

 

8.0 Financial Condition. If, in the Seller’s judgment, the financial condition of the Purchaser at any time prior to receipt of the goods by Purchaser does not justify continuance of the work or shipment of the goods, Seller may at his option, require full or partial payment in advance, including payment for goods theretofore received by Purchaser or may cancel an order or any part thereof. 

 

9.0 Inspection. If special or source inspection is required man hours necessary for Seller to assist in the performance of it are chargeable at the Seller’s inspection rate. 

 

10.0 Hold Policy. Prices are based on a specific quantity of deliverables to a determined schedule. In the event that schedule quantity is decreased, the prices will be adjusted back to the appropriate quoted quantity level. In the event a “hold” is placed against the order, all work-in-process scheduled for delivery in the twelve week period following the “hold” will be shipped. In addition, 15 days after the eight week period Seller reserves the option to invoice for raw materials goods-in-process, finished goods, tooling and any appropriate cancellation charge.

 

11.0 Price Adjustment. Seller reserves the right to adjust sell prices on existing orders when warranted due to increase in gold costs, connector prices or any other special purchased materials necessary to complete existing orders.

 

12.0 Terms of Payment. Terms are net 30 days from date of invoice. Overdue accounts will be subject to assessment of the maximum interest rate allowed by the law. Continuous violation of the terms of payment can result in balance of order placed on hold until Seller exposure is satisfactory to Seller or the account may be processed as a COD. 账

 

13.0 EXTENSION Errors. In the event of an extension error the unit price will prevail.

 

14.0 Shortages. Claims for shortages must be reported to Seller within five (5) days of receipt.

 

15.0 Returned goods. Goods will not be returned for credit without prior authorization from Seller. All goods returned without authorization may be returned to Sender freight collect.

 

16.0 Credit Policy. New customers requesting open account status will be required to provide credit information as directed by the credit manager of the Seller. In the event the credit information requirement is not satisfactory, the Seller reserves the right to place the order on hold until the credit requirements are complete ship the order COD or request payment in advance.