PERFORMANCE INTERCONNECT
1. Applicability
1.1 These General Terms and Conditions of Purchase (“Terms”) apply to all purchase orders (“POs”) issued by Performance Interconnect SAS (“Buyer”) for goods and/or services, including development work and software, and to all future business with the same supplier (“Supplier”) unless otherwise agreed in writing.
1.2 Buyer’s PO and these Terms prevail over any conflicting or additional terms proposed by Supplier, unless Buyer has expressly agreed to such terms in a written agreement signed by an authorised representative.
1.3 Any deviation from these Terms must be expressly agreed in writing by Buyer. In case of conflict between the PO and these Terms, the PO shall prevail.
2. Order Acceptance
2.1 Supplier shall confirm receipt and acceptance of each PO in writing (order acknowledgement) within seven (7) calendar days, including the agreed delivery date and any technical or commercial clarifications.
2.2 Until Buyer receives Supplier’s written acknowledgement, Buyer may cancel the PO at no cost.
2.3 Any changes to scope, price, delivery date, specifications or other conditions are only valid if agreed in writing by Buyer.
3. Price
3.1 Prices stated in the PO are firm and fixed, exclusive of VAT, and include all duties, taxes, customs and other charges, unless otherwise stated in the PO.
3.2 Prices include delivery according to the applicable Incoterms specified in the PO.
3.3 Any price variation must be agreed in writing and confirmed by a revised PO or written amendment issued by Buyer.
4. Invoices and Payment
4.1 Invoices must comply with applicable legal requirements and the PO instructions. Each invoice shall:
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Reference the relevant PO number and line items.
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Show VAT separately, where applicable.
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Cover only one PO per invoice.
4.2 Payment will be made in accordance with the payment terms stated in the PO, following delivery and acceptance of the goods or services, unless otherwise agreed.
4.3 Buyer may withhold payment for goods or services that are defective or non-compliant, and may set off any undisputed amounts owed by Supplier against amounts payable to Supplier, to the extent permitted by law.
4.4 Supplier may only set off claims against Buyer if such claims are undisputed or finally adjudicated by a competent court. Supplier may exercise rights of retention only in respect of claims arising from the same contractual relationship.
4.5 Example payment structures (to be specified in the PO as applicable):
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30% at order acceptance, 70% before shipment after approval of inspection report.
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100% before shipment after approval of inspection report.
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30 days net after shipment and successful incoming inspection.
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60 days net after shipment and successful incoming inspection.
5. Technical Specifications and Quality Requirements
5.1 Technical drawings, specifications, standards and quality requirements referenced in the PO (including Appendix 1) form part of the contract and are binding on Supplier.
5.2 Supplier shall provide all labor, materials, tools, equipment and resources required to perform the contract in accordance with recognized industry standards and applicable laws and regulations.
5.3 Supplier shall promptly inform Buyer in writing of any circumstances that may affect quality or timely execution of the goods or services.
6. Delivery and Acceptance
6.1 Delivery shall take place at the location and under the delivery terms (Incoterms) specified in the PO.
6.2 Risk shall transfer in accordance with the agreed delivery terms. Title to the goods transfers to Buyer upon acceptance.
6.3 Buyer shall have thirty (30) days from receipt to inspect and either accept or reject the goods or services. If Buyer does not issue a rejection or claim within that period, the goods or services are deemed accepted, without prejudice to latent defects.
6.4 If testing is required and failures occur, Supplier shall provide all information and assistance reasonably requested by Buyer. Buyer may reject goods or services that do not conform to PO requirements, and Supplier shall bear the cost and risk of return shipments.
7. Warranty
7.1 Supplier warrants that:
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Goods and services conform to the PO, specifications and applicable industry standards.
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Goods and services are free from defects in design (if Supplier is responsible for design), materials and workmanship.
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Goods are of merchantable quality and fit for the purposes disclosed to Supplier by Buyer.
7.2 The warranty period is twelve (12) months from the date of acceptance, unless a longer period is agreed in the PO.
7.3 During the warranty period, Supplier shall, at Buyer’s option, promptly repair, replace, or re-perform defective goods or services at its own cost. Warranty repairs or replacements are subject to a new warranty period of twelve (12) months from the date of repair/replacement, unless otherwise agreed.
7.4 Statutory rights for defects and non-conformity remain unaffected.
8. Delay and Liquidated Damages
8.1 Timely delivery is of the essence. If Supplier fails to deliver conforming goods or services by the agreed delivery date, Buyer may grant a grace period of two (2) weeks.
8.2 After the grace period, Buyer may:
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Charge liquidated damages of one percent (1%) of the value of the delayed goods or services per full week of delay, up to a maximum of ten percent (10%) of that value; and/or
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Cancel all or part of the PO without cost.
8.3 Liquidated damages may be offset against amounts payable to Supplier.
8.4 This clause does not apply to delays caused by events outside Supplier’s reasonable control (force majeure) duly notified to Buyer in writing, such as natural disasters, war, widespread transport disruptions or similar events, provided Supplier has taken reasonable steps to mitigate such delays.
9. Liability and Insurance
9.1 Supplier is liable for damages resulting from its breach of contract, negligence or non-compliance with legal obligations, in accordance with applicable law. Supplier indemnifies Buyer against claims by third parties to the extent such claims arise from Supplier’s acts or omissions, including defective goods or services.
9.2 Supplier shall maintain appropriate commercial and product liability insurance with a minimum coverage of EUR 1 million per occurrence or the contract price, whichever is higher, for personal injury, property damage and financial loss. Supplier shall provide evidence of such coverage upon reasonable request.
9.3 Buyer’s aggregate liability to Supplier, whether based on contract, tort, negligence or other legal basis, is limited to EUR 1 million per occurrence, except in cases of willful misconduct or fraud, where no limitation applies.
9.4 Buyer shall not be liable for indirect or consequential losses such as loss of profit, loss of revenue, loss of production or loss of use, except where such exclusion is not permitted by mandatory law.
10. Export Control and Sanctions
10.1 Supplier shall comply with all applicable export-control, dual-use and sanctions regulations, including but not limited to US, EU and French regulations, in relation to the goods, software and technology supplied.
10.2 Supplier is responsible for obtaining any required export licenses or authorizations and shall provide Buyer with copies upon request.
10.3 Supplier shall not engage in transactions that involve parties or destinations subject to applicable sanctions or embargoes, and shall notify Buyer without delay if any transaction raises sanctions or export-control concerns.
11. Shipment and Documentation
11.1 Supplier shall ship goods in accordance with Buyer’s shipping instructions and agreed Incoterms.
11.2 Each shipment shall be accompanied by:
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Commercial invoice referencing Buyer’s PO number.
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Packing list showing PO number, item description, quantity and any relevant codes.
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Applicable test reports, certificates of conformity, material certificates and licences.
11.3 Supplier shall notify Buyer of shipment details (date, carrier, tracking number, contents) at dispatch.
12. Milestones and Reporting
12.1 Where the PO defines milestones, Supplier shall provide milestone status information as requested by Buyer.
12.2 Supplier shall report in writing within twenty-four (24) hours any serious problems affecting quality, technical parameters, delivery or other contractual obligations.
13. Production / Service Availability
13.1 Supplier shall use commercially reasonable efforts to ensure availability of production or service capacity for at least eighteen (18) months after the initial order, unless otherwise agreed, and shall inform Buyer of any planned discontinuation or significant change.
14. Access to Facilities
14.1 Supplier shall grant Buyer, Buyer’s customers and relevant regulatory authorities reasonable access to Supplier’s facilities and records relating to goods and services supplied under these Terms, for the purpose of audits, inspections and quality assurance.
14.2 This requirement shall be flowed down to Supplier’s sub-suppliers as appropriate.
15. Cancellation
15.1 If Supplier fails to remedy a breach of its contractual obligations within thirty (30) days after written notice, Buyer may cancel all or part of the PO with immediate effect.
15.2 In case of serious breach, misconduct or unprofessional behavior, Buyer may cancel the PO immediately.
15.3 Upon cancellation for cause, Buyer may perform or have a third party perform the necessary work to complete or rectify the goods or services, and Supplier shall reimburse Buyer for reasonable additional costs incurred as a result of Supplier’s default.
15.4 Buyer may cancel the PO for convenience by giving thirty (30) days’ written notice. In such case, Buyer shall pay Supplier for conforming goods or services completed up to the effective date of termination; no further compensation or lost profit is due.
16. Assignment and Subcontracting
16.1 Supplier shall not assign the contract or subcontract substantial portions of the services without Buyer’s prior written consent, which shall not be unreasonably withheld.
16.2 Supplier remains fully responsible for the performance of any approved subcontractors.
17. Compliance and Ethics
17.1 Supplier shall comply with all applicable laws and regulations, including those relating to anti-bribery, anti-corruption, anti-money-laundering, forced labor and human trafficking.
17.2 Supplier shall not offer, give, solicit or accept any improper advantage, gift or payment intended to influence business decisions related to this contract.
17.3 Buyer may terminate the contract immediately if Supplier violates this clause.
18. Intellectual Property
18.1 Buyer’s pre-existing intellectual property (designs, drawings, specifications, software, and related documentation) remains the exclusive property of Buyer. Supplier acquires no rights to Buyer’s IP except as necessary to fulfil the PO and shall not use it for other customers without Buyer’s prior written consent.
18.2 Unless otherwise agreed in a specific development contract:
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IP in standard off-the-shelf products and pre-existing Supplier technology remains with Supplier.
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For custom designs or developments specifically commissioned and fully paid by Buyer, Buyer shall have at least a non-exclusive, perpetual, worldwide license to use, manufacture and integrate such developments in its products and solutions.
18.3 Any specific software source-code delivery obligations shall be governed by a separate written agreement; this clause does not automatically require delivery of source code for all software.
19. Data Protection
19.1 Where Supplier processes personal data in the course of performing the contract, Supplier shall:
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Use such data only for the agreed purposes and not disclose to third parties except as authorized.
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Implement appropriate technical and organizational measures to protect personal data.
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Maintain confidentiality and ensure its staff and sub-suppliers are bound by similar obligations.
19.2 Upon completion of the contract, Supplier shall, in accordance with Buyer’s instructions and applicable law, return or securely delete personal data processed on Buyer’s behalf.
19.3 Buyer may collect, process and store business data arising from the contractual relationship in compliance with applicable data protection laws, and may share such data within its corporate group for procurement and quality management purposes.
20. Applicable Law and Jurisdiction
20.1 These Terms and any PO are governed by the laws of France, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
20.2 The courts at the registered office of Performance Interconnect SAS shall have jurisdiction over any dispute arising from the contractual relationship, without prejudice to Buyer’s right to bring proceedings before the courts of Supplier’s domicile or any other competent court under applicable jurisdiction rules.
General Terms & Conditions of Purchase
General Terms & Conditions of Sale
1. Definitions
In these General Terms and Conditions of Sale (the “Terms”), the following definitions apply:
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Buyer or Customer: any professional customer purchasing products from Performance Interconnect SAS.
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Order: any quotation acceptance, purchase order or other written document by which the Customer orders Products.
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Products: materials, components and other goods supplied by Performance Interconnect SAS.
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Performance Interconnect SAS or Seller: Performance Interconnect SAS, acting as supplier and seller of the Products.
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Intellectual Property Rights: all intellectual and industrial property rights, including patents, trademarks, copyrights, designs, software, know-how and related rights.
2. Scope
2.1 These Terms apply to all sales of Products by Performance Interconnect SAS to professional customers, unless otherwise expressly agreed in writing.
2.2 These Terms are written in English, which is the only legally binding version. They prevail over any translated version and over any purchase terms or other documents issued by the Customer, unless expressly accepted in writing by Performance Interconnect SAS.
2.3 Placement of an Order constitutes full acceptance of these Terms and of the applicable prices.
2.4 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2.5 Failure by Performance Interconnect SAS to exercise any right under these Terms shall not constitute a waiver of that right.
3. Applicable Law
3.1 These Terms and all sales of Products by Performance Interconnect SAS are governed by French law.
3.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
4. Products
4.1 Products are described in Performance Interconnect SAS’s current technical, commercial or sales documentation.
4.2 Performance Interconnect SAS may modify, discontinue or decline to sell any Product at its discretion.
4.3 Product availability is subject to manufacturing capacity, sourcing constraints and stock availability.
5. Orders and Contract Formation
5.1 Orders must be submitted in writing.
5.2 Unless otherwise agreed, the minimum order amount is EUR 600 exclusive of tax.
5.3 Orders are subject to acceptance by Performance Interconnect SAS. Acceptance may be made by written confirmation, order acknowledgement, quotation acceptance, or commencement of performance.
5.4 Orders accepted by Performance Interconnect SAS are firm and binding. Any amendment or cancellation requested by the Customer is subject to Performance Interconnect SAS’s prior written approval.
5.5 If Performance Interconnect SAS accepts cancellation of all or part of an Order, it may charge a reasonable cancellation fee, including committed material costs, work in progress, non-cancellable supplier commitments and administrative costs. Unless otherwise agreed, a cancellation charge of up to 25% of the cancelled Order value may apply.
5.6 Deposits or advance payments made by the Customer are non-refundable except where otherwise agreed in writing.
5.7 Products may not be returned except in accordance with Articles 10 and 11 below.
6. Delivery
6.1 Unless otherwise agreed in writing, delivery is Ex Works (EXW) Performance Interconnect SAS premises, Incoterms 2020.
6.2 Delivery dates are estimates only. Performance Interconnect SAS shall use commercially reasonable efforts to meet indicated delivery dates, but delivery dates are not guaranteed unless expressly stated in writing.
6.3 Delays in delivery shall not entitle the Customer to cancel the Order, refuse delivery, or claim penalties or damages, except where otherwise agreed in writing or required by mandatory law.
6.4 Performance Interconnect SAS may make partial deliveries unless the Customer has expressly stated in writing that partial delivery is not acceptable and Performance Interconnect SAS has accepted that condition.
6.5 If delivery is delayed due to an act or omission of the Customer, including failure to provide information, approvals, shipping instructions or payment, Performance Interconnect SAS may store the Products at the Customer’s cost and risk.
6.6 If the Customer fails to take delivery within fifteen (15) days after notice that the Products are available, Performance Interconnect SAS may invoice the Products, charge storage and handling costs, and/or cancel the Order without prejudice to any other rights.
7. Transfer of Risk and Title
7.1 Risk of loss or damage passes to the Customer upon delivery in accordance with the agreed Incoterm.
7.2 Title to the Products remains with Performance Interconnect SAS until full payment of all sums due for the relevant Products, including price, taxes, ancillary charges, interest and collection costs.
7.3 Until title passes, the Customer shall:
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Store the Products separately and identify them as the property of Performance Interconnect SAS.
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Keep the Products insured for their full replacement value.
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Not pledge, encumber or otherwise dispose of the Products except in the ordinary course of business.
7.4 In the event of late payment, Performance Interconnect SAS may require return of unpaid Products, without prejudice to any other legal remedies.
8. Storage and Use
8.1 The Customer shall store, handle and use the Products in accordance with good industry practice and with any technical instructions provided by Performance Interconnect SAS.
8.2 Performance Interconnect SAS shall not be liable for defects, failures or damage caused by improper storage, handling, installation, use, modification or interference by the Customer or third parties.
9. Inspection and Notice of Non-Conformity
9.1 The Customer shall inspect the Products upon delivery for quantity, visible defects and conformity.
9.2 Any claim for visible defect, transport damage, shortage or non-conformity must be notified in writing to Performance Interconnect SAS within fifteen (15) calendar days of delivery, with sufficient detail to identify the affected Products, quantities, batch or lot numbers, and the nature of the issue.
9.3 Transport damage or partial loss must also be notified to the carrier within the time required by applicable law.
9.4 The Customer shall preserve the Products and provide reasonable access, documentation and samples to allow Performance Interconnect SAS to investigate the claim.
9.5 If the Customer fails to comply with this Article, the Products shall be deemed accepted without reservation, except for latent defects that could not reasonably have been discovered on delivery.
10. Warranty
10.1 Performance Interconnect SAS warrants that, at the time risk passes, the Products substantially conform to the agreed specifications and are free from material defects in materials and workmanship.
10.2 The warranty period is twelve (12) months from delivery, unless otherwise stated in writing.
10.3 The Customer must notify any warranty claim in writing promptly after discovery of the defect and, in any event, within the warranty period.
10.4 Performance Interconnect SAS may inspect the allegedly defective Products on site or request return samples for analysis.
10.5 In the event of a valid warranty claim, Performance Interconnect SAS shall, at its option:
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Repair the defective Products;
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Replace the defective Products with identical or equivalent Products; or
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Issue a credit note or refund the purchase price paid for the defective Products.
10.6 These remedies are the Customer’s exclusive remedies for defective or non-conforming Products, to the extent permitted by law.
10.7 The warranty does not apply where defects result from improper storage, handling, installation, use, maintenance, unauthorized modification, normal wear and tear, or use outside agreed specifications.
11. Returns
11.1 No Products may be returned without the prior written authorisation of Performance Interconnect SAS.
11.2 If a return is authorised, Performance Interconnect SAS shall issue a return authorisation number, which must be referenced on the returned shipment.
11.3 Returned Products must be shipped within the authorised period, in appropriate packaging, and in accordance with Performance Interconnect SAS’s instructions.
11.4 Unless the return is due to a defect or non-conformity accepted by Performance Interconnect SAS, return transport and handling costs shall be borne by the Customer.
11.5 Custom-made, modified, special-order or non-standard Products are not returnable unless defective and accepted as such by Performance Interconnect SAS.
12. Product Liability
12.1 Performance Interconnect SAS shall be liable for product liability only to the extent required by applicable mandatory law.
12.2 To the fullest extent permitted by law, Performance Interconnect SAS shall not be liable for damage to property that is not ordinarily intended for private use or consumption.
13. Pricing
13.1 Prices are those stated in the quotation, order acknowledgement or price list in force on the date of acceptance of the Order.
13.2 Unless otherwise stated, prices are exclusive of VAT and any other applicable taxes, duties, customs charges, transport, insurance or special packaging costs.
13.3 Performance Interconnect SAS may revise prices before Order acceptance. After acceptance, prices may be adjusted only where this is expressly permitted by the Order, by a price adjustment clause, or by law.
14. Invoicing and Payment
14.1 Invoices are payable in accordance with the payment terms stated in the quotation, order acknowledgement or invoice.
14.2 If no specific payment term is agreed, invoices are payable within thirty (30) days from invoice date.
14.3 Late payment automatically gives rise, without prior notice, to late-payment interest at the rate applicable under French law, together with a fixed recovery fee and reimbursement of any additional collection costs legally recoverable.
14.4 Performance Interconnect SAS may suspend deliveries or require advance payment, security or other satisfactory guarantees if the Customer’s financial situation deteriorates or if payment is overdue.
14.5 The Customer may not withhold, set off or deduct any amount unless the claim is undisputed or confirmed by a final court decision.
15. Limitation of Liability
15.1 Performance Interconnect SAS’s liability for direct damages arising out of or in connection with the sale of Products shall be limited, in aggregate, to the amount paid by the Customer for the specific Products giving rise to the claim.
15.2 To the fullest extent permitted by law, Performance Interconnect SAS shall not be liable for indirect, incidental or consequential damages, including loss of profit, loss of revenue, loss of production, loss of business opportunity, or recall costs, unless caused by gross negligence, fraud or wilful misconduct.
15.3 Nothing in these Terms excludes or limits liability that cannot be excluded under mandatory law.
16. Intellectual Property
16.1 All Intellectual Property Rights in and to the Products, technical documents, drawings, software, specifications, know-how and related materials supplied by Performance Interconnect SAS remain the exclusive property of Performance Interconnect SAS or its licensors.
16.2 No transfer or licence of Intellectual Property Rights is granted to the Customer except the limited right to use and resell the Products in the ordinary course of the Customer’s business.
16.3 The Customer shall not reverse engineer, copy, reproduce, modify or use the Products or related materials beyond the purpose for which they were supplied, unless expressly authorised in writing.
17. Export Control and Compliance
17.1 The Customer shall comply with all applicable export-control, dual-use, sanctions and customs regulations relating to the Products.
17.2 The Customer shall not export, re-export, transfer or use the Products in violation of applicable laws or for prohibited military, sanctions-restricted or unlawful end uses.
17.3 The Customer shall provide end-use and end-customer information when reasonably requested by Performance Interconnect SAS for compliance purposes.
18. Force Majeure
18.1 Performance Interconnect SAS shall not be liable for failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including natural disasters, war, terrorism, epidemics, pandemic-related restrictions, labour disputes, fire, supplier shortages, transport disruptions, governmental measures, utility outages or communication failures.
18.2 The affected party shall notify the other party within a reasonable time.
18.3 If the force majeure event continues for more than ninety (90) days, either party may cancel the affected Order by written notice, without further liability other than payment for Products already delivered or completed.
19. Governing Jurisdiction
19.1 Any dispute arising out of or in connection with these Terms or any sale governed by them shall be subject to the exclusive jurisdiction of the competent courts at the registered office of Performance Interconnect SAS in France, unless mandatory law provides otherwise.
19.2 Performance Interconnect SAS also reserves the right to bring proceedings before the courts having jurisdiction over the Customer’s registered office or domicile.
Export Control & EU Dual‑Use Compliance Statement
Performance Interconnect SAS designs, manufactures and supplies passive electronic, interconnect and related components for industrial, automotive, aerospace and commercial applications.
Certain products or technologies may, depending on their end use, end user, or final destination, fall within the scope of applicable export-control or dual-use regulations.
Export-control status is not determined solely by an item’s technical nature — it also depends on how, where, and by whom the item will ultimately be used. As a result, even a simple, non-specialized component — for example, a standard screw and nut, or any other general-purpose fastener — can, in certain circumstances, become subject to export-control requirements based on its end use or destination, regardless of how ordinary the item itself may appear.
Performance Interconnect SAS cannot independently verify every customer’s downstream use, integration, or final destination for its products, therefore the company applies the same due-diligence standard across all products it supplies, including general-purpose hardware.
Performance Interconnect SAS is committed to compliance with Regulation (EU) 2021/821, applicable French and European export-control laws, and relevant sanctions regimes.
As part of this commitment, the company may:
• assess product classification;
• review customer, end-user and end-use information;
• screen counterparties and destinations;
• request supporting documentation; and
• where required, obtain or rely on appropriate export authorizations or end-use statements.
Performance Interconnect SAS does not knowingly supply products for prohibited end uses, sanctioned parties, or activities contrary to applicable export-control or sanctions laws.
Where a transaction raises compliance concerns, Performance Interconnect SAS reserves the right to suspend, refuse or cancel the transaction until a satisfactory compliance review has been completed.
Customers, distributors and other business partners are expected to comply with all applicable export-control and sanctions laws and to provide accurate end-use, end-user and destination information when requested.