AMI ThunderTM DC to DC Converters - Ordering Information
Thank you for your interest in AMI Electronics DC to DC Converters. AMIE payment terms are cash in advance either by check or credit card. AMIE will put your order in the production schedule but will not ship until your payment has been received. Checks should be payable to: AMI Electronics and mailed to:
AMI Electronics
Attn: Accounts Receivable
925 Hamilton Ave.
Menlo Park, CA 94025 USA
To establish Net 30 payment terms, or obtain bank wire transfer payment information email sales@amielectronics.com . Deliveries will be subject to prior orders and communicated in the sales order acknowledgement sent back to you.
All orders are subject to the Terms and Conditions stated below.
STANDARD TERMS AND CONDITIONS OF SALE
- The acceptance of the order from the purchaser (the "Purchaser") is expressly made conditional on Purchaser's agreement to the terms and conditions of this document, and AMI Electronics, a division of Artificial Muscle, Inc. ("AMI") agrees to furnish its electronics components (the "Product") only upon these terms and conditions. This document constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements. No term or condition of any purchase order or other document submitted by Purchaser that is inconsistent with these terms and conditions, or that imposes additional obligations on AMI, will be binding on AMI. No waiver, alteration, or modification of any of the provisions hereof will be binding on AMI unless made in writing signed by an authorized officer of AMI.
- Prices and Taxes. The Product price quoted by AMIE is for supply of the Product including shipping and excludes sales, use, excise or other taxes, customs duties, insurance, and any other fees or charges imposed by any governmental authority, all of which will be paid by Purchaser in addition to the price quoted. If AMI is required to pay any such tax, fee, or charge, AMI may invoice Purchaser for the amount paid. Purchaser shall pay any required withholdings on the purchase price, so that the net amount received by AMI is the full purchase price quoted.
- Terms and Method of Payment. Purchaser shall pay the full purchase price of the Product at the time Purchaser places the order, unless AMI agrees to extend credit to Purchaser. If AMI extends credit to Purchaser, the terms of payment will be net thirty (30) days from date of invoice. Delinquent payment of any undisputed invoice will be subject to a finance charge of one and one-half percent (1 1/2%) per month or, if less, the maximum amount permitted by law. Once Purchaser places an order, Purchaser may not cancel the order or defer shipment. All payments to AMI shall be in United States Dollars.
- Security Interest. AMI is hereby granted a security interest in the Product, and the proceeds thereof, to secure payment of the purchase price and any other amounts that become due. AMI shall be entitled to execute and file a UCC-1 or similar financing statement, under the Uniform Commercial Code or other applicable law, to perfect such security interest.
- Delivery and Delay. Delay in delivery will not relieve Purchaser of its obligation to accept delivery. AMI will not be liable for any loss or damage resulting from any delay due to any cause beyond AMI's direct reasonable control such as acts of God, fire, accidents, strikes, acts of third parties, or inability to obtain labor or materials. In case of any such delay, the delivery date will be extended by the amount of the delay.
- Inspection. Purchaser will examine the Product promptly upon receipt and notify AMI in writing within seven (7) days of such receipt if any items or components were not included in the shipment. Failure to give such notice will constitute a waiver of any claims of shortages.
- Limited Warranty. AMI warrants that the Product will be free from defects in materials or workmanship for a period of ninety (90) days from date of shipment from AMI's facility. The liability of AMI under the foregoing warranty is limited, at AMI's option, solely to repair or replacement of the Product, or a refund of the purchase price of the Product, provided that (a) AMI is notified in writing by Purchaser, within the warranty period, promptly upon discovery of defects, with a detailed description of such defects, (b) Purchaser has obtained a Return Goods Authorization ("RGA") number from AMI, (c) the defective Product is returned to AMI, shipping charges prepaid by Purchaser, and (d) AMI's examination of such Product discloses to its reasonable satisfaction that defects were not caused by negligence, misuse, accident or unauthorized repair or modification or any other cause outside the scope of AMI's warranty. The original warranty period for any Product which has been repaired or replaced by AMI will not thereby be extended. THE FOREGOING WARRANTY IS PROVIDED EXPRESSLY IN LIEU OF, AND AMI HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
- Limitations of Liability. IN NO EVENT, INCLUDING WITHOUT LIMITATION IF THE PRODUCT IS NONCONFORMING, DEFECTIVE, INFRINGING, DELAYED, OR NOT DELIVERED, WILL AMI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS), EVEN IF AMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER A CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY. IN NO EVENT WILL AMI'S TOTAL LIABILITY TO PURCHASER RELATING TO THE PRODUCT OR ITS USE EXCEED THE AMOUNT PURCHASER PAYS AMI FOR THE PRODUCT.
- Proprietary Rights. AMI retains all proprietary rights in and to the Product, and in any modifications or improvements to the Product that may result from suggestions or input from Purchaser, including but not limited to rights under patent, copyright, trademark, mask work, and trade secret laws, in all jurisdictions.
- DRAWINGS, SPECIFICATIONS AND TECHNICAL INFORMATION – The ideas, information and designs contained in or shown upon, and the drawings, specifications, photographs and other engineering and manufacturing information supplied to PURCHASER shall remain AMI’s property, shall be retained in confidence by PURCHASER and not be disclosed to any other person or entity, and shall not be used nor incorporated into any product or item later manufactured or assembled by PURCHASER. Any unpatented knowledge or information concerning AMI’s processes, present or contemplated products or their uses, which AMI may disclosed to employees of PURCHASER in connection with the ordering, acquisition and use by the PURCHASER of the goods or services covered by this order shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as part of the consideration for this order. Any ideas, uses, application concepts, experimental or test data, or analysis performed by the PURCHASER and disclosed to AMI will become the property of AMI.
- Infringement Claims. AMI will indemnify and hold Purchaser harmless from any third party claim made against Purchaser alleging that the Product, or Purchaser's use thereof, infringes a United States patent, copyright, mask work or other United States proprietary rights. AMI's obligations under this Section 10 will not apply, however, to claims of infringement based on (i) modifications to the Product not made or authorized by AMI, or (ii) use of the Product in combination with any other products that are neither furnished by AMI nor specified by AMI for use with the Product. AMI's obligations under this Section 10 are further expressly conditioned on Purchaser's notifying AMI in writing of any claim of infringement within ten (10) days after Purchaser's notice thereof, and giving AMI full and complete authority, information, and assistance necessary for the settlement and defense of any such claim. In no event will AMI's liability to Purchaser for infringing Product sold hereunder exceed the amounts actually paid by Purchaser for such Product. Purchaser will indemnify AMI for the costs of defending any suit or proceeding (including expenses, costs, attorneys' fees, and payment of judgment or settlement) brought against AMI for infringement if the claimed infringement has resulted from (i) modifications to the Product not made or authorized by AMI, or (ii) use of the Product in combination with any other products that are neither furnished by AMI nor specified by AMI for use with the Product.
- Government Contracts. If any purchase order indicates that the purchase is being made for use under a U.S. Government Contract, only those terms and conditions which are made mandatory by federal statute or regulation for inclusion in fixed price supply subcontracts covering standard commercial proprietary items sold to the public will be deemed incorporated herein. Any other (non-mandatory) terms and conditions of the prime Government contract which are intended to be included herein must be set forth in a separate written document signed by an authorized employee at AMI in order to be binding on AMI.
- Technical Support. For a period of ninety (90) days after delivery of the Product, AMI will provide Purchaser with a reasonable level of technical support relating to the Product, via e-mail. Any additional technical support or consulting services, if provided by AMI, will be billed at AMI's standard rates and will be subject to prior orders for said support.
- Confidentiality. If any Confidential Information of AMI is disclosed to Purchaser in the course of AMI's rendering of technical support or otherwise, Purchaser agrees that it will (i) use the Confidential Information only in connection with its internal use of the Product, and (ii) hold the Confidential Information in confidence and not disclose it to any third party. As used above, the term "Confidential Information" means information that is designated by AMI as confidential, or that should otherwise be understood to be confidential due to its nature. Confidential Information does not, however, include information that (i) is or becomes public knowledge without the fault of Purchaser, (ii) Purchaser rightfully obtains from a third party without restriction on use or disclosure, (iii) Purchaser can document was independently developed by it without use or access to AMI's Confidential Information, or (iv) Purchaser can document was previously known to it prior to receipt of AMI's Confidential Information.
- General. These Standard Terms and Conditions will be governed by, and construed in accordance with the laws of the State of California applied to agreements between California residents entered into and to be performed entirely in California. Any lawsuit relating to the Product or this document will be brought only in a court located in Santa Clara County, California, and Purchaser hereby consents to such venue and jurisdiction. The prevailing party in any suit or proceeding relating to this document shall be awarded its costs and reasonable attorneys' fees. If the application of any provision of this document shall be held to be invalid or unenforceable by any court of competent jurisdiction, then (i) to the extent feasible, such provision shall be reformed in a manner that makes it enforceable and which accomplishes the intention of this document as nearly as possible, and (ii) the validity and enforceability of other provisions of this document shall not in any way be affected or impaired thereby. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the sale of the Product pursuant to this document.
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