GENERAL CONDITIONS OF SALE AND DELIVERY

Concerning the sale of goods;
filed with the Registry of the Utrecht District Court on September 12th,2014 under number 329/87.

Terms

Article 1.

In these general conditions the terms below are defined as follows:

  • Amphenol: Amphenol Benelux B.V.
  • Client: any party that has committed itself towards Amphenol in connection with the purchase of goods or is negotiating with Amphenol for this purpose;
  • Parties: Amphenol and the Client;
  • Contract: the contract concluded between the Parties to which these conditions have been declared applicable;
  • Performance: the delivery of the goods to which Amphenol has committed itself towards the Client;
  • Purchase Price: a consideration expressed as an amount of money paid by the Client.

Applicability and interpretation

Article 2.

  1. These conditions apply to all contracts of sale as well as the acts that are focused on concluding those contracts and the deliveries that arise therefrom.
  2. If these conditions have been declared applicable to contracts whose object consists of something else or more than as described in the previous paragraph, these conditions will apply analogously as much as possible.
  3. The applicability of the present conditions excludes the applicability of all other conditions, in particular those applied by the Client. Deviating or additional stipulations only apply if they have been agreed in writing by the Parties. The Client cannot derive any right for future transactions from any agreed deviations.
  4. If the Client is not the end user of the Performance and there exists between itself and Amphenol any kind of purchasing contract, dealer contract, or similar contract, in which or whereby these conditions have been declared applicable, Amphenol will always have the right to implement product changes and change these conditions during the term of such a contract. However, the above does not have consequences for orders already confirmed by Amphenol. In the event of inconsistencies between the content of the Contract concluded between the Client and Amphenol, the provisions of the Contract will prevail.
  5. In these conditions, the term 'in writing' is defined as by letter, by telefax or electronically.
  6. To the extent these conditions were drawn up in a language other than the Dutch language, the Dutch language will always be decisive in the case of differences.

Offer and order

Article 3.

  1. 1. Every offer made by Amphenol is always without obligation, unless the opposite is evident from that offer.
  2. The provisions of the previous paragraph also apply to the content of the information that is provided with or in connection with the offer.
  3. A Contract is concluded as a result of Amphenol's acceptance ofthe order by means of a written order confirmation. This also applies to orders that have already been accepted by representatives or intermediaries on behalf of Amphenol and with respect to oral commitments by representatives or intermediaries made on behalf of Amphenol.
  4. An order and shipment surcharge is charged for deliveries with a total value ofless than EUR 500 per order.
  5. If its offer is not accepted, Amphenol will have the right to charge to the Client all costs it had to incur to make its offer.
  6. Contracts are always concluded subject to the condition precedent that the Client's creditworthiness is sufficient according to Amphenol on the basis of information obtained by Amphenol.

Delivery

Article 4.

  1. If the goods to be delivered deviate as regards type, construction, dimensions, model, colour and the like, from what was agreed during the sale, the Client will not be able to invoke breach of Contract on the part of Amphenol if those deviations do not have an influence on the functioning of those goods in accordance with their designated use.
  2. Amphenol reserves the right to deliver the goods in partial deliveries, in which the case the (payment) conditions described below also apply to each partial delivery.
  3. Delivery conditions are agreed for each transaction. All delivery conditions apply in accordance with Incoterms® 2010.

Delivery period

Article 5.

  1. The goods will be delivered at the time and within the period agreed between the Parties. This delivery period commences immediately after the Contract has been concluded in accordance with the provisions of Article 3 and after Amphenol has received all data and documents that are to be provided by the Client and that are required for the performance of the Contract and any agreed first instalment or full payment in advance.
  2. Amphenol has the right to consider the delivery period suspended if and for as long as the Client fails to comply with its obligations after the delivery period has commenced.
  3. The Client is subject to a purchase obligation. The Client will be in default if the Client does not accept the goods at the agreed time, and Amphenol will have the right to decide to (i) dissolve the agreement; (ii) send the goods to the Client for the Client's account and risk; (iii) store the goods for the Client's account and risk. All costs that arise from the above, including the costs of storage and possibly reduced proceeds, will be for the account of the Client. The above applies in full to other rights on the part of Amphenol.
  4. All delivery and other periods mentioned by Amphenol are stated by approximation and have been determined on the basis of the data and circumstances that were known to Amphenol at the time the Contract was concluded. The stated delivery periods will never be considered to be strict deadlines. If a change in the data and/or circumstances, irrespective of their foreseeability, causes a delay, the delivery period will be moved back accordingly, without prejudice to the provisions below concerning force majeure. Amphenol must be given written notice of default in the event of late delivery whereby Amphenol must be provided a reasonable term to deliver as yet.
  5. The fact that delivery periods indicated by Amphenol are exceeded, for any reason whatsoever, will never entitle the Client to compensation or the right not to comply with any of its obligations under the relevant Contract or a related Contract.
  6. The Client will only have the right to dissolve the Contract in the event the delivery period is exceeded in an excessive manner, unless the delivery period is exceeded due to force majeure.

Complaints

Article 6.

  1. The Client, or a third party acting on its instructions, is obliged to carefully inspect the goods delivered by Amphenol immediately after receipt and to establish whether the goods comply with the Contract. Complaints about externally visible defects must be notified in writing to Amphenol within two (2) working days after delivery, while stating the delivery or invoice number of the relevant shipment, failing which any relevant rights on the part of the Client cease to exist. If it concerns a defect that is not externally visible (including technical defects), the Client is obliged to submit claims concerning the goods delivered by Amphenol within at most three months after delivery to Amphenol in writing. The above does not apply if an acceptance test has been agreed in writing.
  2. The Client will render all cooperation necessary for the investigation of the complaint, inter alia by enabling Amphenol to investigate all relevant circumstances relevant to the complaint and to keep the goods to which the complaint relates available for Amphenol. A complaint will not be handled and the Client will not have any claim in connection therewith, if the Client does not cooperate or investigation is otherwise not or no longer possible. The costs of the investigation are for Amphenol's account if the complaint is declared well-founded. The costs will be for the Client's account if the complaint is declared unfounded.
  3. The Client cannot derive any rights from the fact that a complaint is handled. Submitting a complaint does not give the Client the right not to comply with its payment and other obligations towards Amphenol or to invoke suspension or set-off.
  4. The Client is obliged to immediately cease the use, modification, processing and/or installation of the relevant goods, and furthermore to perform or omit all acts reasonably possible to prevent (further) damage.
  5. Amphenol has the choice to replace the goods that have been proven to be defective with new goods against their return, to repair the relevant goods properly, to refund the Purchase Price of such goods or to credit the invoiced amount, to grant the Client as yet a discount on the price to be determined in mutual consultation, subject to the condition that a complaint has been submitted in due time, correctly and in accordance with this article and it has been sufficiently demonstrated in the opinion of Amphenol that the goods do not comply with what has been agreed in that connection. If Amphenol is unable to do so within reason, the Client will have the right to dissolve the Contract, unless the failure does not justify the termination. Amphenol will have fully discharged its obligations as a result of compliance with one of the aforementioned Performances. The Client will not be free to return the goods before Amphenol has consented thereto in writing. Amphenol will never be obliged to compensate other costs and/or damage.
  6. Complaints about invoices must be submitted in writing within eight (8) working days after the invoice date.

Retention of title (a different regulation applies for German Clients, see Article 16)

Article 7.

  1. All goods will remain the property of Amphenol, irrespective of whether they have been actually delivered already, until payment in full of all amounts, including any interest and costs, the Client owes for the goods delivered or to be delivered or services provided or to be provided pursuant to any Contract and/or the failure to comply with such a Contract, has been received by Amphenol.
  2. This retention of property will remain in force even if the goods delivered by Amphenol are in process of being processed or modified.
  3. The Client will not have the right to give the goods in custody, to alienate them or to encumber them with personal or real rights for the benefit of third parties, or otherwise dispose of the goods, before the transfer of title as referred to in paragraph 1. Nevertheless, the Client will be allowed to use the goods as part of its normal business operations or to dispose of them on the understanding that Amphenol will succeed to the rights of the Client towards third parties until the Client has paid the goods in full and has complied with its other obligations pursuant to similar contracts with Amphenol. In such cases, the Client transfers these rights to Amphenol, which transfer is accepted by Amphenol. However, the Client will not be allowed to dispose of the goods within the context of its normal business operations at the time the Client has applied for a suspension of payments or the Client has been declared bankrupt.
  4. If similar type goods have been delivered in respect of one or more unpaid invoices, the goods present at the Client will be considered to have been delivered in respect of the unpaid invoices.

Purchase price and payment

Article 8.

  1. The prices are based on the prices, exchange rates, wages, taxes, duties, charges, etc that apply at the moment the offer is made. In the event one or more of the cost price factors are increased after the Contract is concluded, Amphenol will have the right to adjust the price accordingly within reason. The Purchase Price will also be increased with the additional costs, partly based on the rates applied by Amphenol at that time, which additional costs may be caused by the fact that, at the request of the Client, Am phenol works outside normal working hours.
  2. Unless otherwise agreed in writing, all prices and rates are stated in euros, exclusive ofVAT and transaction costs.
  3. The prices are always inclusive oflevies that are imposed by the government or otherwise in connection with the sale or use of the goods to be delivered by Amphenol, including environmental levies, disposal contributions and packaging levies. Amphenol has the right to charge the relevant levies and costs on to the Client.
  4. Amphenol will have the right at all times to demand full or partial payment in advance. As regards all other sales, payment must be made by deposit or transfer into a bank account designated by Amphenol within thirty (30) days after the invoice date, unless otherwise agreed in writing. The value day stated on the Amphenol bank statements will be regarded as the date of payment. If payment in several instalments has been agreed, payment will be made each time immediately after the facts or periods designated in that connection have passed.
  5. Each claim Amphenol has against the Client will become due and payable immediately and in full in the event the Client fails to comply with any obligation arising from the Contract or fails to do so on time, concludes a debt settlement with its creditors, applies for a suspension of payments, is declared bankrupt, ceases or transfers its business, if an attachment is levied against the Client or performance can no longer be expected on reasonable grounds. In such cases, Amphenol will also have the right to dissolve the Contract to the extent not yet performed (entirely) without further notice of default or judicial intervention and to take back the goods that have been delivered but not yet paid; these matters without prejudice to Amphenol's right to payment or compensation or its right to suspend (further) performance of the Contract.
  6. Payment will be made without any set-off or discount that has not been agreed in writing, and in the manner indicated by Amphenol.
  7. The Client will be in default by operation oflaw from the moment the payment term expires, if the Client does not pay the amounts owed within the agreed term. The Client will owe interest of 1.5 percent per month calculated on the amount owed, whereby a part of the month will count as a full month, from the day on which payment should have been made until the moment of payment in full. In addition, all costs involved in a possible claim will be recovered from the Client, including both the judicial and the extrajudicial collection costs; the latter costs will be at least 15 percent of the amount to be collected subject to a minimum of EUR 200.
  8. If Amphenol considers such necessary, Amphenol will have the right when concluding the Contract or thereafter to demand additional security concerning compliance with both the payment and the other obligations on the part of the Client. Ifthe Client fails to provide the desired security, Amphenol will have the right, without prejudice to its other rights, to suspend (further) performance of the Contract and ultimately to terminate the Contract in whole or in part without notice of default or judicial intervention, without prejudice to Amphenol's right to compensation of any losses sustained by Amphenol.

Force majeure

Article 9.

  1. Amphenol will have the right to invoke force majeure if its supplier does not comply with its obligation to supply or fails to comply on time. Amphenol will furthermore have the right to invoke force majeure in the event of strikes, war or similar circumstances, fire, explosions, natural disasters, transport problems, time lost due to winter weather and other circumstances beyond Amphenol's control and as a result of which Amphenol is unable within reason to comply with its obligations. If one of the facts referred to in the previous sentence occurs, Amphenol will notify the Client thereof in writing without delay and keep it informed of developments concerning the fact of force majeure. In such cases, both Parties will endeavour to remove the cause of force majeure and limit the consequences of force majeure as much as possible.
  2. If the situation of force majeure lasts for more than six months, each of the Parties will have the right to consider that part of the Contract that cannot be performed as a result of force majeure to be terminated without judicial intervention provided, the party that invokes this right sends the other party a written notification to that effect by registered post. Neither party will have the right to claim compensation in respect of such a termination.

Guarantee

Article 10.

  1. Unless otherwise agreed, Amphenol guarantees that no production faults will manifest themselves with respect to the goods and materials during a period of three (3) months after delivery.
  2. Claims on the basis of this guarantee are not possible if they have been brought against Amphenol more than 10 days after the defect was discovered. The claim that was submitted on time must contain the evidence that the defect alleged by the Client results exclusively from production faults.
  3. Amphenol has the right to decide whether it will comply with its guarantee obligation by repairing or replacing the goods free of charge or newly constructing the object of the performance free of charge. In this connection, the guarantee period will not be extended with respect to the whole or the partial performance, irrespective of the method applied by Amphenol to resolve the defect. Components or objects that are to be replaced will become/remain the property of Amphenol as a result of that replacement.
  4. Amphenol is not obliged to perform its activities pursuant to the guarantee outside of the municipality where its relevant branch is established. Nevertheless, it will have the right to demand that the relevant goods are transported if possible to a place in the Netherlands to be indicated by it for repair or otherwise. The related costs of transporting the goods to and from the place in the Netherlands where the activities are performed are always for the account of the Client. As regards repairs and the like to be performed outside the Netherlands, Amphenol will only be obliged to compensate the Client for the costs Amphenol would have incurred if the repairs and the like were to have been performed in IJsselstein or Houten (Netherlands).
  5. Amphenol's guarantee obligation will cease to exist if the Client:
  6. failed to do everything within its power to limit the damage when the breakdown or failure
    1. occurred, including switching off or deactivating the equipment;
    2. performs activities on the object of the performance or has third parties perform such activities without Amphenol's approval;
    3. uses the object of the performance in itself or together with other goods for purposes other than those for which the object is intended.

Liability

Article 11.

  1. Amphenol's liability towards the Client is limited to compliance with the obligations described in articles 6 and 10.
  2. With the exception of wilful misconduct or gross negligence on the part of Amphenol and with the exception of the statutory liability on the basis of mandatory statutory provisions, Am phenol will never be liable for any damage sustained by the Client. Liability for indirect damage, consequential damage, immaterial damage, direct trading loss, lost profit or environmental damage, or damage resulting from liability towards third parties is also explicitly excluded.
  3. Amphenol will therefore never be liable for damage that may arise for the Client as a result of the fact that it uses the object of the performance for a purpose other than the one for which it is intended.
  4. If and to the extent that Amphenol is liable in any way for any reason, despite the provisions of article 11.2, said liability will be limited to the amount of the net invoice value concerning the relevant Contract, on the understanding that Amphenol will be exclusively liable up to an amount of €25,000 per incident of loss or damage. For the application of this article, a sequence of related events causing damage or loss will be regarded as a single event or a single incident of loss or damage.
  5. The Client indemnifies Amphenol against any third-party claims for compensation of damage that is sustained by third parties in connection with goods delivered by the Client to said third parties or goods in which the goods of Amphenol have been processed, unless it is established at law that these claims are a direct result of wilful misconduct or gross negligence on the part of Amphenol and, moreover, the Client demonstrates that it cannot be blamed in any way in that connection. The Client indemnifies Amphenol in particular against all third-party claims and rights in connection with infringement of patents, licences or other rights in the event said infringement follows from an instruction and/or information provided by the Client concerning the performance of the order, or arises from the use given to the object of the performance by the Client.

Intellectual property rights

Article 12.

  1. Unless otherwise agreed in writing, Amphenol retains the copyright and all other intellectual property rights to the offers made by it, the designs, images, drawings, (test) models, etc provided by it. These rights remain the property of Amphenol irrespective of whether tooling or other costs were charged to the Client for their creation. These data may not be copied, used or shown to third parties without the prior explicit written approval of Amphenol.
  2. The Client is required to return the data provided to it as referred to in paragraph 1 within the term set by Amphenol upon demand.
  3. The Client may not use trade names and brands used by Am phenol in business transactions, unless Amphenol has given its written approval and only on Amphenol's instructions. The Client is obliged to comply strictly with the instructions issued by Amphenol concerning the use of the trade names and brands carried by Amphenol.

Cancellation

Article 13.

  1. Cancellation of an order by the Client is not possible in principle. If the Client nevertheless cancels an order in whole or in part for any reason whatsoever, it will be obliged to compensate Amphenol for all reasonable costs incurred with a view to the performance of the order (including the costs of preparation, storage, etc), without prejudice to Amphenol's right to compensation due to lost profits and other losses.

Suspension and termination

Article 14.

  1. If the Client fails to comply with its obligations arising from the Contract that has been concluded or fails to comply with these obligations in a timely manner, if there are grounds for fearing that the Client will not comply with its obligations or will not comply with them in a timely manner, or if the Client applies for a suspension of payment, applies for bankruptcy or dissolves its business, Amphenol will have the right to suspend or terminate the relevant Contract without a notice of default or judicial intervention being required, and Amphenol will not be obliged to pay any form of compensation.
  2. Any claim on the part of Amphenol concerning a part of the Contract that has already been performed or a loss sustained as a result of suspension or termination, which will be deemed to include lost profits, will become due and payable immediately.

Applicable law and competent court

Article 15.

  1. The Contract and these conditions and the performance thereof are governed exclusively by Dutch law.
  2. The applicability of the Vienna Sales Convention (CISG) is excluded.
  3. All disputes that may arise between Amphenol and the Client will be settled by the competent court in Utrecht (Netherlands), such without prejudice to Amphenol's right to submit the dispute to the competent court in the jurisdiction where the Client has its place of business. Disputes between Amphenol and Clients that are established outside the EU will be settled definitively by means of arbitration by the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration by one or more arbiters appointed in accordance with these Rules. The proceedings will be conducted in the Dutch or English language. Arbitration will take place in Utrecht.
The following applies for German Clients in deviation from Article 7:

16. Retention of title

  1. The title to the delivered goods shall be retained as security against all claims that may arise from the present and future business relationship until full and final discharge of all outstanding balances against the purchaser and his group businesses. Our title shall comprise new goods arising further to processing of the retained goods, which new goods the purchaser shall produce and hold for us exclusive of any title. This shall not give rise to any claims for the purchaser against us.
  2. Where the new goods result from the retained goods and the goods of other suppliers who also hold title comprising the new goods, we shall obtain joint title thereto with those suppliers of other goods (exclusive of any joint title by the purchaser), whereby our part of the joint title shall be proportionate to the book value of our title and the total book value of all jointly processed retained goods.
  3. The purchaser hereby assigns to us by way of security his claims under the sale of the retained goods from our present and future business relationship with all accessory rights falling within the scope of our title.
  4. Labour claims for processing under a contract for services are hereby assigned to us in the proportion of our invoice for the_ processed retained goods. The purchaser may, insofar as he duly performs his obligations under the business relationship, have the use in the ordinary course of business of the goods to which we have title and collect the claims assigned to us.
  5. In the event of payment default or reasonable doubts on the purchaser's ability to pay or creditworthiness, we shall be entitled to collect the assigned claims and take back the goods that are subject to retention of title.
  6. Payments by cheque or bill of exchange shall only be deemed discharged when honoured by the purchaser.
  7. This agreement on retention of title shall be exclusively subject to German law.

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