Sales Terms & Conditions
1. Preamble
These Sales Terms & Conditions (the “T&C”) govern the sale of Products and/or Services by the McKinsey Electronics legal entity identified in the applicable quotation, order acknowledgement, invoice or other written acceptance issued by Seller.
By placing an order, accepting delivery, making payment, or otherwise proceeding with a transaction after receiving or having access to these T&C, Buyer acknowledges that it has read, understood and agrees to be bound by them.
Seller may amend these T&C from time to time by publishing an updated version on its website. Any amendment shall apply only to quotations issued, Purchase Orders accepted or transactions entered into after the effective date of the updated version, unless Seller and Buyer expressly agree otherwise in writing.
The sale of any Products or Services is expressly conditioned upon Buyer’s acceptance of these T&C. Seller expressly rejects any additional, inconsistent or different terms contained in any Purchase Order, procurement portal, vendor registration document, correspondence or other document issued by Buyer unless Seller expressly accepts those terms in a writing signed by an authorized representative of Seller.
These T&C, together with the applicable Seller quotation, order acknowledgement and any separate written agreement signed by both Parties, constitute the agreement governing the relevant transaction and supersede prior or contemporaneous discussions, representations or understandings concerning that transaction.
If any provision of these T&C is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.
2. Definitions
Seller means the McKinsey Electronics legal entity identified in the applicable quotation, order acknowledgement, invoice or other written acceptance relating to the transaction.
Buyer means the person or legal entity purchasing Products and/or Services from Seller.
Contract means the applicable written agreement signed by both Parties, if any, together with Seller’s quotation, Seller’s order acknowledgement, these T&C and the commercial particulars of the accepted Purchase Order, subject to the order of precedence set out in Section 4.
Parties means Buyer and Seller together, and “Party” means either of them as the context requires.
Purchase Order means a purchase order or other written order submitted by Buyer for Products and/or Services.
Products means all electronic components, parts, materials, equipment, software-bearing products, supplies, packaging, labels and other goods supplied by Seller under a Contract.
Services means any services supplied by Seller under a Contract, including, where applicable, programming, kitting, testing, logistics, technical support, engineering or design-in assistance and other value-added services.
Delivery Date means the date or estimated date for delivery stated in Seller’s order acknowledgement or otherwise agreed by Seller in writing.
Delivery Point means the delivery location stated in Seller’s quotation or order acknowledgement, or otherwise agreed by Seller in writing.
Intellectual Property Rights means patents, patent applications, trademarks, copyrights, industrial designs, database rights, trade secrets, confidential information, know-how, software rights and all other intellectual or industrial property rights, whether registered or unregistered, including applications, renewals and extensions.
Manufacturer means the original manufacturer, supplier or licensor of a Product, as applicable.
NCNR means non-cancellable and non-returnable.
Warranty Period means the applicable Manufacturer warranty period, if any, or such other warranty period expressly stated by Seller in writing.
3. Integrity of the Contract
The Preamble and Definitions form an integral part of these T&C. Headings are for convenience only and do not affect interpretation.
4. Purchase Orders and Order Acceptance
All Purchase Orders must identify the requested Products and/or Services with sufficient detail, including Manufacturer part number where applicable, quantities, requested Delivery Dates, ship-to location and any other information reasonably required by Seller.
A Purchase Order is an offer by Buyer and shall not bind Seller unless and until Seller accepts it in writing, issues an order acknowledgement, commences performance, or ships the relevant Products. Seller may accept or reject any Purchase Order in whole or in part. If Seller does not accept a Purchase Order within seven (7) business days, the Purchase Order shall be deemed rejected unless Seller advises otherwise in writing.
Any change to an accepted Purchase Order, including changes to quantity, part number, delivery schedule, Delivery Point or Services, requires Seller’s prior written acceptance and may be subject to additional charges, revised pricing, revised lead times and Manufacturer restrictions.
4.1 Order of Precedence
If there is any conflict among the documents forming the Contract, the following order of precedence shall apply unless expressly agreed otherwise in a writing signed by authorized representatives of both Parties:
(a) A separately negotiated written agreement signed by both Parties;
(b) Seller’s order acknowledgement;
(c) Seller’s quotation;
(d) These T&C; and
(e) The Purchase Order solely with respect to the agreed commercial particulars expressly accepted by Seller, such as part number, quantity, price, Delivery Point and requested Delivery Date.
Any Buyer terms printed on, attached to or incorporated into a Purchase Order, procurement system, vendor onboarding form, portal or other Buyer document shall have no effect unless expressly accepted by Seller in a signed writing.
4.2 Traceability and Documentation Requirements
Any requirement relating to Manufacturer traceability, authorized distribution channel, certificate of conformance, date code, country of origin or other source documentation shall apply only if expressly stated in Buyer’s Purchase Order and accepted by Seller in writing.
5. Cancellation, Rescheduling and NCNR Products
Following Seller’s acceptance, Buyer may not cancel, reduce, defer, reschedule or otherwise modify an order without Seller’s prior written consent.
If Seller agrees to a cancellation, rescheduling or modification, Buyer shall pay all reasonable and documented charges, commitments and losses incurred by Seller as a result, including Manufacturer cancellation or rescheduling charges, restocking charges, non-recoverable freight, work in progress, material commitments and any other non-recoverable costs attributable to the affected order.
Seller may designate Products or Services as NCNR, including without limitation customer-specific, programmed, configured, custom, non-standard, special-order, end-of-life, last-time-buy, allocated or otherwise restricted items. Buyer may not cancel, reschedule or return NCNR Products or Services except with Seller’s express written consent and subject to any Manufacturer restrictions and all resulting costs.
6. Prices and Payment Terms
6.1 Prices
Buyer shall purchase the Products and pay for the Services at the prices stated in Seller’s applicable quotation, order acknowledgement or invoice, as the case may be.
Unless expressly stated otherwise in Seller’s quotation, quotations are valid only for the period stated in the quotation and remain subject to Product availability and Manufacturer confirmation. Pricing for undelivered Products or unperformed Services may be adjusted where Seller’s cost increases because of Manufacturer price changes, currency movements, tariffs, duties, governmental measures, supply constraints or other circumstances beyond Seller’s reasonable control. Seller shall notify Buyer of any such adjustment before the affected delivery. If the adjustment is material and the Product is not NCNR or otherwise committed by Seller on Buyer’s behalf, the Parties shall use reasonable efforts to agree a commercially appropriate solution.
All prices are exclusive of VAT, sales, use, excise and similar transaction taxes, customs duties, levies and governmental charges. Buyer shall be responsible for all such amounts except taxes imposed on Seller’s net income, revenues, personnel, property or assets.
Unless otherwise stated in Seller’s quotation or order acknowledgement, prices exclude freight, insurance, handling, special packaging, customs clearance and similar logistics charges, which shall be borne by Buyer.
6.2 Payment Terms and Credit
Invoices are payable on the due date stated in the applicable invoice or as otherwise agreed by Seller in writing. Buyer shall make payment in the currency stated on the invoice, without deduction, withholding, set-off or counterclaim except to the extent required by mandatory law.
Buyer shall pay interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is applicable and enforceable, together with Seller’s reasonable costs of collection, including legal fees and court costs where recoverable.
If Buyer fails to pay any amount when due, exceeds its approved credit limit, experiences a material deterioration in creditworthiness, becomes subject to insolvency or similar proceedings, or Seller reasonably believes that Buyer may not be able to perform its payment obligations, Seller may, without liability and in addition to other available remedies, suspend or withhold deliveries, cancel or reschedule outstanding deliveries, reduce or withdraw credit, require advance payment, require security, or declare outstanding amounts immediately due, to the extent permitted by applicable law.
If Buyer disputes an invoice or any portion of it, Buyer shall notify Seller in writing within five (5) business days of receipt, provide reasonable details of the basis of the dispute, and pay all undisputed amounts when due. Failure to dispute an invoice within that period shall constitute acceptance of the invoice, without prejudice to rights that cannot be waived under mandatory law.
7. Delivery, Allocation, Risk and Title
Seller shall supply the Products and perform the Services in accordance with the Contract. Delivery Dates are estimates unless Seller expressly agrees in writing that a date is guaranteed.
The applicable delivery term and named place, including any Incoterms® 2020 rule where stated, shall be as specified in Seller’s quotation or order acknowledgement. In the absence of an expressly stated delivery term, Seller may select a commercially reasonable method of shipment and charge Buyer for the associated freight, insurance, handling and related costs.
Risk of loss or damage to Products shall pass to Buyer in accordance with the applicable delivery term stated in Seller’s quotation or order acknowledgement. Where no delivery term is stated, risk shall pass to Buyer when the Products are handed to the first carrier for transportation to Buyer.
Title to Products shall pass to Buyer upon Seller’s receipt of full payment for the Products, to the extent permitted by applicable law. Passage of title does not affect the earlier passage of risk. Buyer shall not create or permit any security interest or other encumbrance over Products for which title has not passed.
Seller may make partial shipments and invoice each shipment separately. Buyer shall accept reasonable early or partial deliveries unless otherwise expressly agreed in writing.
7.1 Manufacturer Supply Constraints and Allocation
Buyer acknowledges that semiconductor and electronic-component supply is dependent on Manufacturer production, allocation, logistics and regulatory constraints. Seller may allocate available Product among customers in a commercially reasonable manner and may adjust quantities or Delivery Dates where affected by shortages, Manufacturer allocation, end-of-life actions, last-time-buy restrictions, production delays, transportation constraints, governmental measures or similar supply-chain events.
Seller shall not be liable for delays, allocation, short supply, Manufacturer cancellation or failure to deliver caused by circumstances beyond Seller’s reasonable control. Any affected Delivery Date shall be extended for a reasonable period, and Seller may cancel the affected portion of an order if supply becomes unavailable or commercially impracticable.
7.2 Product Changes, PCNs and End-of-Life Notices
Manufacturers may revise specifications, manufacturing locations, processes, packaging, lifecycle status or Products without Seller’s control. Seller will use commercially reasonable efforts to pass on Manufacturer product-change, discontinuation or end-of-life notices that Seller actually receives and is permitted to disclose, but Seller does not warrant that any such notice will be received by Seller or transmitted to Buyer within a particular period.
Buyer is responsible for confirming the current Manufacturer datasheet, specifications, lifecycle status and suitability of each Product before use in Buyer’s application.
8. Inspection, Acceptance and Returns
Buyer shall inspect Products promptly upon delivery for visible damage, quantity discrepancies, incorrect part numbers and other reasonably apparent non-conformities.
Buyer shall notify Seller in writing of any such apparent non-conformity within five (5) business days after delivery, providing reasonable supporting information. Products shall otherwise be deemed accepted with respect to apparent non-conformities after that period, without prejudice to valid warranty claims for defects that were not reasonably discoverable during the initial inspection period.
Any discrepancy in quantity must be reported within five (5) business days after receipt. In the event of an over-shipment, Seller may, at its option, arrange return of the excess Products at Seller’s expense or invoice Buyer for Products that Buyer elects to retain.
9. Warranty
Seller will pass through to Buyer any transferable Manufacturer warranties or indemnities made available to Seller for the relevant Products. Seller shall have no liability to Buyer beyond the express terms of such Manufacturer warranties except to the extent expressly agreed by Seller in writing or required by mandatory law.
Buyer is responsible for requesting copies of applicable Manufacturer warranty terms where required and for complying with all warranty conditions, return procedures and claim periods.
Seller’s exclusive obligation with respect to a Product or Service that is established to be non-conforming shall, at Seller’s option and subject to the applicable Manufacturer warranty, be to repair or replace the affected Product, reperform the affected Service, issue a credit, or refund the purchase price paid for the affected Product or Service.
To the fullest extent permitted by applicable law, Seller’s aggregate liability under this Section for claims concerning any Product or Service shall not exceed the amount paid by Buyer for the Product or Service giving rise to the claim.
Except for express Manufacturer warranties passed through by Seller and any express warranty given by Seller in writing, the Products and Services are supplied without any other warranty, express or implied, including warranties of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose, to the fullest extent permitted by applicable law.
Replacement Products are warranted only for the remainder of the applicable original Manufacturer warranty period unless the Manufacturer provides otherwise.
No warranty shall apply to any Product that has been subject to misuse, abuse, improper storage, improper handling, electrostatic discharge, moisture exposure, improper testing, assembly, soldering, rework, alteration, modification, repair by an unauthorized party, use outside rated specifications, or operation contrary to Manufacturer instructions or applicable industry standards.
10. Technical Information, Engineering Support and Intellectual Property
10.1 Technical and Engineering Support
Any technical, engineering, application, component-selection, reference-design, design-in, FAE or similar assistance provided by Seller is advisory in nature unless expressly agreed otherwise in a separate written statement of work signed by Seller. Seller may rely on information, specifications, models and requirements supplied by Buyer and on Manufacturer documentation.
Buyer remains solely responsible for the final design, validation, testing, certification, regulatory compliance, safety, reliability and fitness of Buyer’s product, system or application, including confirming that Products are suitable for the intended use. No recommendation, sample, simulation, evaluation board, reference design or technical discussion constitutes a guarantee of performance in Buyer’s final application.
10.2 Intellectual Property
Buyer acknowledges that Seller is generally not the Manufacturer of Products and does not independently control Manufacturer Intellectual Property Rights. Seller does not grant any rights in Manufacturer or third-party Intellectual Property Rights except to the extent expressly authorized by the applicable rights holder.
If a Product includes software, firmware or other licensed intellectual property, that software, firmware or intellectual property is supplied subject to the applicable Manufacturer or third-party licence terms. Buyer shall comply with those licence terms and shall not use the intellectual property beyond the rights granted by the applicable licence.
Seller shall not be liable for any infringement claim arising from Seller’s compliance with Buyer’s designs, specifications or instructions; modification of Products by any party other than the Manufacturer or Seller; or combination of Products with other items not supplied or approved for that purpose by the Manufacturer.
11. Compliance, Export Controls and High-Risk Applications
Buyer shall comply with all laws, regulations, ordinances, licensing requirements and industry requirements applicable to Buyer, the Products, Buyer’s intended destination, end user and end use. Because Products may be used in many jurisdictions and applications, Seller does not warrant that any Product complies with every law, code, standard or regulatory requirement applicable to Buyer’s intended use unless Seller expressly confirms such compliance in writing.
Buyer acknowledges that Products, software, technology, technical data and Services may be subject to export controls, sanctions, trade restrictions, customs rules and other regulatory requirements of the United Arab Emirates, United States, European Union, United Nations and other jurisdictions applicable to the transaction. Each Party shall comply with the export-control and sanctions obligations legally applicable to that Party.
Buyer shall not directly or indirectly export, re-export, transfer, resell, divert, release or use Products, software, technology or technical data in violation of applicable export controls or sanctions, or in connection with a prohibited destination, restricted party, prohibited end user or prohibited end use. Buyer shall obtain all licences, authorizations and approvals legally required for Buyer’s subsequent export, re-export, transfer, resale, destination, end user or end use.
Seller may screen transactions, request end-user, end-use or destination information, require compliance certifications, refuse or suspend an order, or withhold delivery where Seller reasonably considers this necessary to comply with applicable trade-control laws or Manufacturer requirements. Seller shall have no liability for such refusal, suspension or delay where undertaken in good faith for compliance purposes.
Buyer represents and warrants that neither Buyer nor, to Buyer’s knowledge, any end user or consignee identified by Buyer is a person or entity with whom the transaction is prohibited under applicable sanctions or trade-control laws. Buyer shall promptly notify Seller if any relevant status changes.
Buyer shall comply with applicable anti-bribery and anti-corruption laws, including laws applicable to public officials, and shall not offer, promise, authorize or provide anything of value for an improper purpose in connection with any transaction involving Seller.
11.1 High-Risk and Safety-Critical Applications
Unless the Manufacturer expressly identifies a Product as designed, intended and qualified for a particular safety-critical or high-risk application, Products are not authorized by Seller for use in life-support, life-sustaining, nuclear, weapons of mass destruction or other applications in which Product failure could reasonably be expected to cause death, serious personal injury or catastrophic property or environmental damage.
If Buyer nevertheless uses or resells Products for such an application without the applicable Manufacturer authorization, Buyer does so at its own risk and shall indemnify, defend and hold Seller harmless from claims, losses, costs and liabilities arising from that use, except to the extent caused by Seller’s fraud, gross fault or other liability that cannot lawfully be excluded.
12. Suspension and Refusal of Orders
Seller may suspend performance, withhold or refuse delivery, or cancel the affected portion of an order if Buyer breaches these T&C or any Contract, fails to pay amounts when due, fails to provide required compliance information, becomes subject to credit or insolvency concerns, or where performance would expose Seller or a Manufacturer to legal, regulatory, sanctions, export-control, supply-chain or material commercial risk.
Any such suspension, withholding, refusal or cancellation exercised in good faith under this Section shall not give rise to compensation or liability to Buyer, except to the extent required by mandatory law.
Seller’s acceptance of any Purchase Order, payment or performance after a Buyer breach shall not constitute a waiver of Seller’s rights unless Seller expressly agrees to such waiver in writing.
13. Amendment and Modifications
Seller may amend these T&C by publishing an updated version on its website. An amendment shall apply only to quotations issued, Purchase Orders accepted or transactions entered into after the effective date of the updated version, unless Buyer and Seller expressly agree otherwise in writing.
No amendment, waiver or modification relating to an existing Contract shall bind Seller unless set out in writing and signed or otherwise expressly approved in writing by an authorized representative of Seller.
14. Confidential Information
All non-public confidential or proprietary information disclosed by either Party to the other in connection with a Contract, including specifications, samples, designs, plans, drawings, documents, technical data, business information, customer information, pricing, discounts and rebates, shall be treated as confidential and used only for the purpose of performing or evaluating the relevant Contract.
The receiving Party shall protect Confidential Information using at least reasonable care and shall not disclose it to any third party except to employees, affiliates, advisers, Manufacturers, logistics providers or subcontractors who have a need to know for the relevant transaction and who are subject to appropriate confidentiality obligations, or where disclosure is required by law or a competent authority.
This Section does not apply to information that the receiving Party can demonstrate: (a) is or becomes public through no breach of obligation; (b) was lawfully known to the receiving Party without restriction before disclosure; (c) is lawfully obtained from a third party without confidentiality restriction; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
Either Party may seek injunctive or other equitable relief for actual or threatened unauthorized disclosure or misuse of its Confidential Information, in addition to any other remedies available at law.
15. Limitation Period
15.1 Claims relating to visible damage, quantity discrepancies, incorrect part numbers or other apparent non-conformities shall be notified within the periods specified in Section 8.
15.2 Claims relating to latent defects or Product warranty matters shall be subject to the applicable Manufacturer warranty terms, RMA procedures and claim periods, together with the provisions of Section 9.
15.3 Except as otherwise provided in these T&C, any legal action arising out of or relating to a Contract shall be subject to the applicable limitation periods prescribed by law.
15.4 Nothing in this Section shall reduce or exclude any limitation period or right that cannot lawfully be reduced, excluded or waived under applicable law.
16. Force Majeure
Seller shall not be liable or deemed to have breached a Contract for any failure or delay in performance to the extent caused by circumstances beyond Seller’s reasonable control, including acts of God, flood, fire, earthquake, explosion, epidemics or pandemics, war, invasion, hostilities, terrorism, civil unrest, national emergency, governmental actions, sanctions, export or import restrictions, embargoes, cyber incidents affecting critical systems, transportation disruption, port congestion, carrier delays, labor disputes, lockouts, shortages of labor or energy, power or telecommunications failure, inability or delay in obtaining materials or Products, Manufacturer allocation, semiconductor shortages, foundry or production disruption, Manufacturer cancellation, end-of-life actions, or other supply-chain interruption.
Seller may extend Delivery Dates, allocate available Products, make partial deliveries, source commercially reasonable alternatives subject to Buyer approval where required, or cancel the affected portion of an order where the force majeure event continues for a period that makes performance commercially impracticable. Seller shall use commercially reasonable efforts to notify Buyer of a material impact on an accepted order.
17. Limitation of Liability and Indemnity
To the fullest extent permitted by applicable law, Seller shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, or for business interruption, removal or reinstallation costs, re-procurement costs, loss of profit, revenue, production, data, use, goodwill, reputation or customers, whether arising in contract, tort, warranty, strict liability or otherwise, even if advised of the possibility of such damages.
To the fullest extent permitted by applicable law, Seller’s aggregate liability arising out of or relating to any Product, Service, Contract or Purchase Order shall not exceed the amount actually paid by Buyer for the specific Product or Service giving rise to the claim.
Nothing in these T&C excludes or limits liability for fraud, gross fault, or any other liability that cannot lawfully be excluded or limited under applicable law.
Buyer shall indemnify, defend and hold Seller, its affiliates and their officers, employees and representatives harmless from third-party claims, losses, damages, fines, penalties, costs and expenses arising from: (a) Buyer’s breach of applicable export-control, sanctions, anti-bribery or other compliance laws; (b) Buyer’s designs, specifications or instructions; (c) Buyer’s modification, integration or misuse of Products; (d) Buyer’s use of Products in an unauthorized high-risk application; or (e) Buyer’s breach of these T&C, except to the extent directly caused by Seller’s fraud, gross fault or other non-excludable liability.
18. Governing Law and Jurisdiction
These T&C and each Contract shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict-of-law principles, unless Seller expressly agrees otherwise in writing for a specific transaction.
Any dispute arising out of or relating to these T&C, any Contract, Purchase Order, Product or Service shall be subject to the exclusive jurisdiction of the competent courts of the United Arab Emirates, unless the Parties expressly agree to a different dispute-resolution mechanism in a separate written agreement signed by both Parties.
19. General Provisions
19.1 No Waiver
Failure or delay by Seller in exercising any right or remedy shall not constitute a waiver of that right or remedy. A waiver is effective only if made in writing by an authorized representative of Seller and applies only to the specific circumstance for which it is given.
19.2 Assignment
Buyer may not assign, transfer or subcontract its rights or obligations under a Contract without Seller’s prior written consent. Seller may assign or transfer a Contract to an affiliate or as part of a merger, reorganization, sale of business or transfer of substantially all assets relating to the relevant business.
19.3 Notices
Formal notices under a Contract shall be sent to the addresses or email contacts identified in the applicable quotation, order acknowledgement, invoice or written agreement. Operational communications concerning orders, shipment, technical matters or invoices may be made by ordinary business email.
19.4 Electronic Communications
The Parties agree that quotations, Purchase Orders, order acknowledgements, invoices, notices and other transaction records may be exchanged electronically and shall not be denied legal effect solely because they are in electronic form, subject to applicable law.
19.5 Survival
Any provision which by its nature is intended to survive completion, cancellation or termination of a Contract shall survive, including provisions concerning payment, confidentiality, Intellectual Property Rights, compliance, warranty limitations, indemnity, limitation of liability, limitation period, governing law and jurisdiction.