Quality and Warranty
Terms and Conditions (Customer)
Terms and Conditions (Supplier)
Download Terms and Conditions
All orders placed with Amphenol Network Solutions “ANS” (formerly Telect) are subject to the following terms and conditions, as well as any additional terms and conditions presented on or accompanying a ANS quotation or Sales Order Acknowledgment. Orders given pursuant to an existing agreement are also subject to the terms of such agreement, and such terms shall control in the case of any conflict with the provisions hereof. ANS specifically rejects and disclaims all printed provisions in Customer's printed Purchase Orders or on any associated forms and/or documents. These terms and conditions, together with ANS’s Sales Order Acknowledgement shall constitute the entire agreement between ANS and Customer with respect to any Customer Purchase Order and the Product provided hereunder. These terms and conditions supersede any prior or contemporaneous, written or oral agreements or representations between ANS and Customer. Any amendment of these terms and conditions, or terms and conditions other than those stated herein in any way purporting to modify these terms and conditions, shall not be binding on ANS without ANS’s written consent. Any additional or different terms and conditions in Customer’s form are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. No Customer Purchase Order shall be binding without ANS's written Sales Order Acknowledgement.
“Amphenol Network Solutions” is the legal entity for brand names including Amphenol, Telect, All Systems Broadband, and Telect, Inc. Quotes, order acknowledgments, and packaging will reflect our Amphenol Network Solutions brand. All purchase orders and payments should be submitted to Amphenol Network Solutions.
"Customer" means the person or entity, however constituted, whose Purchase Order is accepted by Amphenol Network Solutions, or Telect or ANS/Telect’s authorized reseller or distributor, and to whom Product is provided. "Product" means any goods supplied or to be supplied to the Customer, including any equipment, part or item (including software, if any), whether complete or incomplete, or service which ANS may be in the business of supplying. "Purchase Order" means Customer's document or online order submittal formalizing the acquisition of Product, exclusive of any printed terms and conditions thereon.
A. Acceptance of Purchase Orders
As used herein, "Acceptance of Customer's Purchase Order" shall mean ANS's agreement, as evidenced by the issuance of a Sales Order Acknowledgement, to supply the Product identified in Customer's Purchase Order under the terms and conditions herein. All Purchase Orders are subject to acceptance by ANS, in its sole discretion, at its general office in Liberty Lake, Washington, U.S.A., even if taken elsewhere by a salesman, selling agent, or representative. No Purchase Order will be binding upon ANS until ANS issues its written Sales Order Acknowledgement.
B. Purchase Order changes
After a Purchase Order is accepted, Customer may not change its Purchase Order without ANS's written consent. Any requested changes submitted by Customer within 24 hours of scheduled ship date, and any changes including revision to drawings, designs, specifications, or Purchase Order shipment dates, may result in additional cost to Customer, including but not limited to any additional transit costs if routing changes will be required to meet the shipment date, and/or may result in shipment delays. Such changes to a Purchase Order at Customer's request shall commence as mutually accepted in writing between the parties and/or the issuance and acceptance of a new Purchase Order reflecting the applicable change(s).
C. Purchase Order cancellation by customer
Purchase Orders may not be cancelled by Customer for Products manufactured, tested, labeled, packaged or otherwise modified to meet unique specifications furnished by Customer or other third party at the request of Customer (including, but not limited to, cables cut to specific non-standard lengths) ("Custom Products"), and or Products quoted or otherwise indicated to be Non-cancelable, Non-returnable ("NCNR"). For non-Custom Products or non-NCNR Products, in the event of cancellation of a Purchase Order by Customer, ANS shall be reimbursed upon its review and determination for all work performed and/or material expenses incurred. Cancellations requested by Customer shall not be effective unless mutually accepted in writing between the parties and/or the issuance and acceptance of a new Purchase Order.
D. Purchase Order cancellation by Amphenol Network Solutions
ANS reserves the right to cancel an accepted Purchase Order, or any portion thereof, pursuant to Section 4B of these terms and conditions.
E. Minimum Purchase Order
Any Purchase Order, except for repair parts, amounting to fewer than One Hundred United States Dollars ($100.00) net, shall be billed at One Hundred United States Dollars ($100.00) and Customer agrees to provide prior written acceptance of such billing and/or issue a new Purchase Order for the amount of One Hundred United States Dollars.
Unless otherwise stated, prices are for Product only, exclusive of any amount of federal, state and/or local excise, sales, use, value add, property, retailer’s occupation, gross receipts or similar taxes which may be imposed upon the sales transaction. In the event that Customer claims exemption(s) from such taxes, a properly completed exemption certificate(s), which will be acceptable to the appropriate taxing authorities, must be provided to ANS with Customer’s purchase order or prior to shipment. If Customer fails to so provide such proper exemption certificate(s), at ANS’s discretion and as allowed by applicable tax laws, ANS may refuse to process a refund of taxes for reimbursement to Customer. Should such certificate(s) be found invalid upon audit by the taxing authorities, the Customer shall be invoiced for and agrees to pay the tax(es), interest and penalties assessed.
Unless otherwise stated, prices do not include shipping and handling charges, if applicable. Unless specified in a separate contract or as a line item on a ANS Quote or Sales Order Acknowledgment, on-site installation assistance, training and service are not included. ANS quoted prices are based on receiving a single Purchase Order and are effective for that Quote only. Unless otherwise stated on a ANS Quote, the quoted price shall remain open for 30 days from its date.
4. Terms of Payment
A. ANS accepts payment by cash, check, wire transfer, and major credit cards. Subject to approval by ANS's Credit Department, payments are due in full within 30 days from the invoice date. In addition, at ANS’s sole option, payments received after 30 days from the invoice date shall be subject to a late payment penalty of one and one-half percent (1.5%) per month, compounded daily from the original due date and Customer shall be liable for all costs of collection, including attorney fees and court costs, if any. All payments must be made in United States currency unless otherwise authorized by ANS in writing on a Sales Order Acknowledgment.
B. ANS reserves the right to cancel a Purchase Order or any portion thereof if Customer's financial condition, in ANS's reasonable judgment, does not justify the terms of payment, unless at ANS's option Customer shall upon demand, immediately pay for all Products shipped and all Products not yet delivered
C. To secure Customer's obligation to make payment to ANS, ANS may (i) require that Customer establish with a financial institution acceptable to ANS, a stand-by letter of credit in favor of ANS, containing such terms as are acceptable to ANS or (ii) require payment in advance of shipments of Products.
5. Packaging and Shipment
A. All Product shall be packaged or packed for shipment in accordance with standard commercial practices for protection in shipment and storage. In the event that Customer requests special packing and/or packaging, ANS will quote a reasonable charge for such packing and/or packaging to comply with Customer's specifications or instructions, and Customer must provide prior written acceptance and agreement to pay such charges, or issue a new Purchase Order reflecting the applicable charges, prior to ANS’s release of shipment.
B. Unless otherwise specified, shipments of Products ordered shall be Free Carrier, ANS's origin facility ("FCA", Incoterms® 2010 Rules), via Customer's preferred carrier. Unless otherwise provided for in a separate quotation by ANS, all freight charges shall be paid by Customer. Shipment dates are estimated in good faith but are not guaranteed by ANS. ANS shall have no obligation to give Customer notice of shipment of Product. Product called for hereunder may be tendered in partial shipments.
C. United States Mexico Canada Agreement
ANS shall perform all administrative actions required to qualify the Products for preferential treatment under the rules of any applicable trade treaty between Canada, U.S.A. and Mexico including, without limitation, the United States Mexico Canada Agreement ("USMCA"). If a Product qualifies under USMCA, upon Customer's request, ANS will prepare and provide a USMCA Certificate of Origin.
D. Customer Routed Shipments
CUSTOMER ROUTED SHIPMENT Process:
(a) Product will be held for five (5) business days from the date specified in the PICKUP CONFIRMATION, subject to a storage fee of $10.00 per day or $2.00 per square foot per day, whichever is greater; and
(b) After five (5) business days from the date of the PICKUP CONFIRMATION, ANS may invoice Buyer for a cancellation fee of up to 100% of the net value of the Shipment.
6. Title, Risk of Loss and Insurance
All shipments shall be made Free Carrier, ANS's origin facility ("FCA", Incoterms® 2010 Rules). Title, risk of loss and insurance responsibilities pass to the Customer upon delivery of Product by ANS to, and acceptance of Product, by a shipping agent, carrier, or any other party instructed to carry out shipment, whether or not such party is employed by Customer. Any claims for damage or shortage in transit must be brought against the carrier.
7. Testing and Inspection
ANS will test and inspect all Product prior to shipment in accordance with its normal practices without special charge to Customer. ANS reserves the right to make an extra charge for other tests or inspections requested by Customer.
8. Licenses and Permits
Following shipment of Products by ANS to original Customer, the Customer is responsible for obtaining any re-export licenses or governmental permits.
9. Intellectual Property Rights
Unless otherwise specifically agreed to in writing by Customer and ANS, any and all drawings, designs, tooling, equipment, procedures, data, engineering changes, inventions, trade secrets, copyrights, mask works, source code, object code, patents, patent applications, know-how, trademarks, specifications and all other information, technical or otherwise which was developed, made or supplied by ANS in the production of any Product sold, rendered or licensed hereunder shall be and remain the sole property of ANS. Customer shall not reverse engineer any Product purchased hereunder. Customer understands and agrees that ANS may suffer immediate, irreparable harm in the event that Customer fails to comply with these terms and conditions, and that monetary damages will be insufficient to compensate for such breach and that ANS shall have the right to enforce these terms and conditions by any appropriate means or actions, such as injunctive or other equitable remedies or a court order ("ordinance"), with or without penalties, to comply with these terms and conditions (in addition to any other remedies to which it is entitled).
10. Proprietary Rights Indemnification
ANS shall hold Customer harmless from any and all expenses or losses resulting from infringement of United States patents, trademarks or other industrial property rights in connection with the purchase, manufacture, or use of ANS Product, provided ANS is promptly notified in writing of any alleged infringement and given the right to modify the Product and make them non-infringing. Customer shall defend and hold ANS harmless against any expenses or losses from infringement of patents, trademarks, or other industrial property rights arising from manufacture by ANS of Product according to Customer's design, specifications or instructions.
11. Changes to Product
ANS reserves the right to reject any change to Product requested by Customer or require an equitable adjustment in the event Customer and ANS agree to any requested changes with respect to drawings, designs, or specifications.
ANS reserves the right to subcontract the furnishings of any Product requested by Customer's Purchase Order or any portion thereof.
Any waiver of the terms and conditions hereof, or any waiver of any breach hereof by Customer, either directly by ANS or by operation of law or in equity, shall not be deemed to be a waiver of any subsequent failure or strict compliance with the performance of each and every item of these terms and conditions.
14. Compliance with Federal Law
If applicable, ANS shall certify that Product sold hereunder shall be produced in compliance with the Fair Labor Standards Act of 1938, as amended (29 U.S.C. 201, et seq.) and the Equal Opportunity Clause adopted under procedure authorized in Executive Order 11246 on September 24, 1965, and related rules, regulations and orders thereunder.
A. Amphenol Network Solutions standard warranty
ANS warrants to Customer that Product sold hereunder is free from defects in material and workmanship under normal use and service, subject to exceptions stated herein. Product purchased is warranted for the time period set forth in Section E below, commencing from the date of shipment to the original Customer. This warranty is for the benefit of the original Customer only; it is non-transferable. Notwithstanding the forgoing, Product ANS acquires from or through a third-party manufacturer or distributor and resells to Customer as the original customer will carry the manufacturer's pass-through warranty, if any, in accordance with Section D below.
B. Warranty claim procedure
If any Product purchased from ANS is defective under the above warranty, Customer must so notify a ANS inside sales representative and return Product pursuant to ANS's Return Authorization guidelines as stated in Section 16 below. ANS shall repair or replace the defective Product at its sole option and discretion, and return the repaired or replacement Product to Customer's site, freight prepaid. Since ANS's shipping responsibility ceases upon delivery of Product in good order to a carrier, any claims for damage or shortage in transit must be brought against the carrier.
C. Limitations of warranty
EXCEPT AS OTHERWISE PROVIDED IN SECTION F, DISCONTINUED PRODUCT WARRANTY TERMS, CORRECTION OF DEFECTS BY REPAIR OR REPLACEMENT SHALL CONSTITUTE THE EXCLUSIVE SOLE REMEDY FOR A BREACH OF THIS LIMITED WARRANTY, AND ANS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PERSONAL INJURY OR FOR LOSSES, DAMAGES, OR EXPENSES DIRECTLY OR INDIRECTLY RESULTING FROM THE USE OF PRODUCT.
ANS assumes no warranty liability with respect to defects in Product caused by:
Customer's modification of Product, except as described in ANS's instruction manual, if applicable.
Customer's attempt to repair Product beyond the removal of plug-in printed circuit boards, switch lamps, or fuses.
Customer's negligent, accidental, or other improper use of Product.
Customer's installation, operation, or maintenance of Product other than in a manner described in the instruction manual, if applicable.
Customer's combination of ANS Product with product(s) not supplied by ANS.
D. Additional warranty provisions
ANS's warranty for equipment purchased by ANS from a third-party manufacturer or its distributors and sold to Customer individually or as part of a ANS system shall be limited to those warranties, if any, offered by the equipment manufacturer on a pass-through basis to Customer. ANS does not assume any warranty liability for any items purchased by Customer from a third party which are drop shipped to ANS for factory installation and wiring. Any repairs made by ANS after the warranty period are warranted for ninety (90) days from the date of repair or date of return shipment to Customer, whichever is applicable.
E. Warranty period
Warranty periods for ANS Product are dependent upon the Product's general product classification. Unless otherwise specified by ANS in writing, the general product classifications and related warranty periods are as follows:
F. Discontinued Product Warranty Terms
In the event of discontinuance of product manufacture (also referred to as “End of Life” (“EOL”)), warranty support will be limited to (i) the remainder of time, if any, of the original warranty period, or (ii) in the case of a Lifetime warranty period, for five (5) years from the notice of EOL. ANS will attempt to replace all EOL’d Products with the same model as originally purchased. In the event ANS is unable to replace defective Product with the same model purchased, ANS, at its option will either (i) replace the Product with a Product of similar function, or (ii) provide a refund in the amount of the original purchase price, less a reasonable usage charge. Similar function is defined as the same, similar, and/or equivalent specifications of the ANS Product. With respect to any refunds, ANS is not responsible for any banking charges, currency exchange charges, and/or currency exchange fluctuations.
THE ABOVE WARRANTY SUPERSEDES AND IS IN LIEU OF, AND ANS HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS OR LIABILITIES OF ANS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No agent, distributor, or other party is authorized to make any warranties on behalf of ANS or to assume for ANS any other liability in connection with any ANS Product
16. Return Authorization Guidelines
17. Product Returns
A. Defective Product returns under warranty:
Defective Product shall be repaired or replaced at ANS's sole option and discretion.
Defective Product resulting in an out-of-service situation will be repaired or replaced at the discretion of ANS as follows:
Freight charges to return defective Product to ANS will be either collect, FCA using an authorized ANS freight carrier per ANS's Corporate Routing Guide, or credited back to Customer, at ANS's discretion and direction to Customer. Repaired or replaced Product shall be returned to the customer's site, freight prepaid by ANS.
For quality control purposes, ANS, or its authorized or designated representative, reserves the right to inspect the claimed defective Product to confirm the existence of a defect. Customer agrees to cooperate with ANS by providing additional and reasonable information regarding the defective Product, if requested by ANS.
B. Non-defective Product returns:
Non-defective Product may be eligible for return, at ANS's discretion, provided:
A minimum 25% restocking fee is applicable to all non-defective Product returns.
Freight charges to return non-defective, customer-damaged, or freight-damaged Product to ANS shall be prepaid by Customer.
Credit for returned non-defective Product, less the restocking fee, will be issued once the Product is received at the ANS designated facility and all conditions of these Return Authorization guidelines or contract terms, if any, are satisfied.
C. Defective Product returns out-of-warranty:
Out-of-warranty Product returned for repair are subject to ANS's repair service procedures and current rates, available from a ANS inside sales representative.
Freight charges for out-of-warranty Product returns to and from ANS shall be paid by Customer.
18. Software Licenses
ANS licenses to Customer, and Customer may sub-license, software only in accordance with the terms of ANS's software licenses when included with a Product sale.
19. Force Majeure
ANS shall not be liable for any default or delay attributable to any cause, circumstance, or contingency beyond its control or the control of its suppliers or manufacturers, which prevents or impedes manufacture, supply, or delivery by ANS. Such causes, circumstances, and contingencies shall include, but not be limited to: acts of God; governmental acts, decrees or restrictions; accidents; wars, riots, or civil commotion; fire; strikes, lockouts, or other labor problems; restraints affecting shipment or credit; non arrival or delay of carriers; inadequate or reduced supply or excessive cost of suitable raw materials, transportation or production facilities; and any other causes, circumstances, or contingencies affecting ANS, its suppliers, or manufacturers as to manufacture, supply, or delivery. In the event of such default or delay, the date for shipment shall be extended correspondingly. ANS may make delivery on an equitable basis with reference to all its Customers. No orders may be cancelled unless acceptable to ANS. If payment is to be made by letter of credit and if the letter of credit should expire prior to the date of completion of the products, Customer shall extend the letter of credit promptly on terms acceptable to ANS, or shall otherwise assure full and prompt payment in a manner acceptable to ANS.
20. Confidential Information
Customer will not disclose to any person or entity any ANS information or data in tangible form and identified by the marking, labeling or designating in writing as confidential, or, if oral, is identified as confidential at the time of disclosure or by the context in which it was received ("Confidential Information"). Customer shall treat Confidential Information as confidential, prohibit recopying, and will use such Confidential Information only in connection with fulfilling its obligations under Customer's Purchase Order. Customer will return all Confidential Information to ANS upon completion of such obligations for its use, or upon the request of ANS. Customer acknowledges that disclosure or use of Confidential Information in violation of this clause could cause irreparable harm to ANS for which monetary damages may be difficult to ascertain or be an inadequate remedy. Customer therefore agrees that ANS will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this clause. The obligations herein will expressly survive the final payment of any or all Customer Purchase Orders.
There are no representatives, agreements, warranties, conditions, or obligations, expressed or implied, relating to the subject matter of this sale except as set forth herein and in any written contract between Customer and ANS.
22. Governing Law and Place of Jurisdiction
The construction, validity, and performance of these terms and conditions of sale between ANS and Customer shall be governed by the laws of the State of Washington, United States of America, without reference to its choice of law rules. ANS and Customer expressly submit and consent to the jurisdiction and venue of the State or Federal courts located in Spokane, Washington, for the trial of any lawsuit arising out of the contract for sale. Any action for the breach of the contract for sale must be commenced within one (1) year after the cause of action has accrued.
SALES OUTSIDE OF THE USA
For sales outside of the USA, the following terms and conditions shall apply to the sales of Products, in addition to all other terms and conditions of sale herein.
23. Governing Law and Jurisdiction
The construction, validity, and performance of these terms and conditions of sale between ANS and Customer shall be governed by the laws of the State of Washington, United States of America, without reference to its choice of law rules and excluding the United Nations Convention of the International Sale of Goods. ANS and Customer expressly submit and consent to the jurisdiction and venue of the State of Federal courts located in Spokane, Washington, for the trial of any lawsuit arising out of the contact for sale. Any action for the breach of the contact for sale must be commenced within one (1) year after the cause of action has accrued.
24. Governing Language
The parties hereby confirm that they have agreed that all written documents between them shall be prepared in the English language only and such language shall be the governing language.
Les parties aux presentes confirment qu'elles ont agreé que tous les documents entre eux par écrit soit redigé dans la langue anglaise seulement, et telle langue sera la langue de contrôle.
25. Dispute Resolution
A. The parties desire to resolve certain disputes, controversies and claims arising out of this international contract for sale without litigation in the courts. Accordingly, except in the case of (i) a dispute, controversy or claim relating to a breach or alleged breach on the part of either party of the intellectual property, trade secret or other proprietary rights of the other party or (ii) a suit, action or proceeding to compel either party to comply with the dispute resolution procedures set forth in this section, the parties agree to use the following alternative procedure as their sole remedy with respect to any dispute, controversy or claim arising out of or relating to this contract for sale or its breach. The term "Arbitrable Dispute" means any dispute, controversy or claim arising from, related to or in connection with these terms and conditions, except where court action has been reserved, as provided above. Where court action has been reserved, the parties irrevocably consent to the jurisdiction of the United States District Court for the Eastern District of Washington, USA, and hereby appoint their respective Chief Executive Officers as agent for service of process by mail and waive the provisions of all international conventions on service of process (or other applicable service of process laws).
B. At the written request of a party, each party shall appoint a knowledgeable, responsible business representative to meet and negotiate in good faith in English to resolve any Arbitrable Dispute arising under these terms and conditions of sale. If the negotiations do not resolve the Arbitrable Dispute within thirty (30) days of the initial written request, the Arbitrable Dispute shall be submitted to binding arbitration by a single arbitrator agreed upon by the parties or, in the event the parties cannot agree on a single arbitrator, by a panel of three (3) arbitrators, with each party designating an arbitrator of their choice and the two so chosen selecting the third arbitrator. The arbitration proceeding shall be conducted in English and in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In addition to any rights or procedures provided for under said AAA Rules, the parties shall have all rights to and of discovery as permitted under the United States Federal Rules of Civil Procedure, as amended from time to time. The arbitration and/or any pre-trial hearings allowed by the arbitrator(s) shall commence within sixty (60) days of the demand for arbitration. The arbitration shall be held in Seattle, Washington, USA, if initiated by Customer, and Spokane, Washington, USA, if initiated by ANS. In no event shall the arbitrator(s) have the authority to make any award that provides for consequential, incidental, punitive or exemplary damages. The arbitrator(s) shall render a final opinion and award setting forth findings of fact and conclusions of law upon which such opinion and award are based, and the award shall be final on both parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the property or person of the losing party. Each party shall bear its own cost of these procedures, but the prevailing party shall be entitled to an award of its attorney fees and costs, including the costs of expert witnesses and translators, in addition to any other award.
26. Export Restrictions
A. ANS shall obtain all licenses, permits and approvals required by any United States law or regulation with respect to the export of Product to Customer under this contract for sale. ANS and Customer shall comply with all applicable United States export control laws and regulations (including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the Export Administration Regulations, the Trading with the Enemy Act, and the International Emergency Economic Powers Act, any Executive Orders, regulations and licenses issued thereunder) with respect to the export of Products to Customer. Customer shall not transmit, directly or indirectly, Product or any ANS technical data (whether or not such technical data has been identified by ANS as Confidential Information), outside of the United States or to a person who is not a United States citizen or permanent resident of the United States, without prior written authorization by the United States Government if such authorization is required.
B. Customer expressly assumes responsibility for determining the need for and obtaining import licenses, currency exchange approvals and any other governmental approvals that may be necessary to permit the sale, purchase and payment for Product ordered by Customer and imported into any country pursuant to this contract for sale.
27. Questionable Payments
Customer shall at all times comply, and shall cause its directors, officers, employees and agents to abide by and comply, in all respects, with the United States Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1, 78dd-2, 78dd-3 and 78m, as amended) and all United States governmental agency regulations applying or interpreting said Act and, to the extent applicable in any non-U.S. jurisdiction, with the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Dec. 18, 1997, 37 I.L.M 1 (1998), and/or the European Union Convention on the Fight Against Corruption Involving Officials of the European Communities or Officials of the Member States of the European Union (O.J. No. C195, 25.06.1997, May 26, 1997), or any similar treaty, convention, law or regulation applicable in the jurisdiction in question.