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AMG Microwave General Terms and Conditions of Sale

Quotations validity period: 3 months
Terms of payment: Payment in advance before delivery – bank transfer
As the electronic materials are manufactured on quotation, they cannot be assimilated with mass-produced electronic components for some clauses of the profession’s general terms and conditions of sale.
The following special conditions apply to the selling of electronic circuits.
They cancel and replace all conflicting clauses specified by the purchaser.

1. Period of validity of the offers
The offers are only valid within the option time limit which, unless otherwise specified, is ninety days. Any subsequent modifications affecting the establishment of the offer (quantities, deadlines, rates, technical or test specifications, etc.) must give rise to a new agreement and can justify an adjustment of the price of the initial offer.

2. Acceptance of orders
Unless a special written agreement has been established, the act of the customer sending the order implies the customer’s agreement to the present terms and conditions of sale. It is only once the seller has provided written acceptance, in the form of an acknowledgement of receipt of the purchaser’s order, that both parties are bound by the contract of sale. The seller reserves the right to modify the lead times requested by the purchaser if the necessary documents do not arrive concurrently with the order or if these documents are not considered appropriate for the execution of the order, or if the materials or components are unavailable.

3. Price
The prices are established on the basis of the financial conditions applicable on the date of the offer proposal. They can be reviewed according to the change in costs of their essential elements, within the framework of the legislation in force.

4. Order fulfilment
The order fulfilment terms indicated in writing are the only ones deemed to be valid. Any spoken modifications or indications can only be adopted after written confirmation.

5. Order modification
Any order received in due form, and regarding a particular model, is considered valid for complete fulfilment, even if the delivery is scheduled for staggered delivery. The seller reserves the right to refuse any modification which could affect the specifications, plans, quantities, or lead times specified in the acknowledgement of receipt of the order, unless there is compensation for the value of the goods implemented or the work already executed.

6. Delivery deadline
The delivery dates and deadlines are specified on the acknowledgement of receipt of the order. Unless otherwise stipulated with acceptance by the seller, any overrun will not give rise to cancellation of the order or an indemnity.
The seller will not be held responsible if it was prevented from complying with its obligations in case of force majeure. The following are considered cases of force majeure: strikes, lockouts, epidemics, accidents involving tools or machinery, transport delays or interruptions, shortage of raw materials or components due to a supplier deficiency, any cause entailing the partial or total unemployment of the seller or the seller’s suppliers, or any events of a similar nature.

7. Delivery, transport
For shipping, the material is delivered at the purchaser’s risk irrespective of the payment or delivery terms. For any damage or missing materials, the purchaser alone must handle any claims against the carrier, even if the seller chose the carrier for the purchaser.

8. Purchaser’s delivery acceptance conditions and seller’s liability
Claims must be made within the thirty days which follow the delivery of the goods.
8.1. Return of the goods is only acceptable by the seller if the following four conditions are met:
8.1.1. the precise reason for refusal must be attached to any materials considered to be faulty
8.1.2. the materials must be returned to the seller in their complete original packaging and in good condition, at the purchaser’s expense
8.1.3. the material must not be damaged in any way (in particular during storage, control, assembly, disassembly, etc.)
8.1.4. the purchaser must not have modified the materials in any way
If the return is accepted, the seller can either replace, repair, or credit the price of the materials which the seller recognises as faulty.
8.2. The total or partial refusal of a delivery cannot justify the cancellation of an order under any circumstances.
It is expressly agreed that the seller’s liability is limited to the obligations listed above, and that no compensation can be claimed for any damage resulting directly or indirectly from the failure of a sold material.

9. Terms of payment
A down payment is required for any order involving large amounts that requires the seller to undertake expenses for either studies, launches, or tooling when the order is placed.
The material is payable in cash or in compliance with the conditions specified by the seller in the offer or when the order is accepted.
The provision of the material constitutes the event giving rise to billing.
The aforementioned deadline is understood to start from this date. Without prejudice to the seller’s rights and remedies, failure to pay a bill authorizes the seller to suspend any delivery, whatever the conditions of the order of which it is the object, until full payment, or to cancel any discount granted to the purchaser on the said bill. This will entail legally and without formal notice late payment penalties at the advance rate of the Banque de France, increased by three points. A fixed recovery fee of €40 will be legally due from the first day of the delay in payment of the bill (article D441-5 of the French Code de Commerce).

10. Reservation of ownership
The seller retains ownership of the goods described in this document until full payment of their principal costs and interest. In the absence of payment at the due date, the seller can take back the goods and the sale will be legally cancelled if the seller so desires.

11. Competent jurisdiction
The rights and obligations of the parties are exclusively governed by French law.
For any dispute which has not been solved amicably, it is expressly agreed that the sole commercial court of competent jurisdiction is that of Saint Brieux (22 Côtes d’Armor, France) irrespective of the method of payment, even in case of the introduction of third parties or multiple owners.

12. Industrial ownership and secrecy of information
The seller and purchaser commit themselves not to reveal information which they may have communicated to each other while indicating its confidential nature.

13. Legal disclaimer
The seller will in no case be liable for any damages, even in case of defects in the material, and consequences of this defect, in particular: operating loss, cost of removal, and cost of re-installation. The seller cannot be held liable under any circumstances merely through information indicated by the purchaser on the operating conditions of the material

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