ENTIRE AGREEMENT – Notwithstanding any different or additional terms or conditions contained in Buyer’s purchase order or other communication, Seller accepts Buyer’s order only on the condition that Buyer expressly accepts and assents to the terms and conditions contained in this Agreement. In the absence of Buyer’s acceptance hereof, Seller’s commencement of performance or Seller’s acknowledgement of Buyer’s purchase order, shall be for Buyer’s convenience only and shall not be construed as Seller’s acceptance of any of Buyer’s terms. Any confirmation by Buyer that states different or additional terms shall operate as an acceptance of these terms, but Seller hereby objects to and rejects such different or additional terms and any such different or additional terms shall be deemed to be material alterations and notice of objection to them is hereby given. In addition, Buyer’s acceptance of any Products shall be deemed to be acceptance of all of the terms and conditions stated in this Agreement. Seller hereby objects to any additional, contradictory or different terms contained in any initial or subsequent order or communication from Buyer pertaining to the Products, including but not limited to, any indemnification or date century compliance warranty provisions. Any notice by buyer objecting to these terms must be in writing separate from any form purchase order. Seller’s failure to object specifically to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions contained in this Agreement.
PRICING – Written quotations are valid for 30 days from issuance. The price of the goods shall be the Seller’s quoted price, which shall be binding on the Seller provided that the Buyer accepts the Seller’s quotation with in 30 days. The Seller may, by giving prior notice to the Buyer at any time up to 60 days before delivery, increase the price of the printed circuit board and related services, (hereinafter “PCB”), to reflect any unusual increase in the cost to the Seller, due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuations, taxes, and duties and the cost of labor, materials and other manufacturing costs).
Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added taxes, and similar taxes. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which the products is to be directly shipped hereunder, or the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold harmless Seller for any liability for tax in connection with the sale, as well as the collection or withholding thereon, including penalties and interest thereon. When applicable transportation and taxes shall appear as separate items on Seller’s invoice.
PAYMENT POLICY – Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. Invoices are due and payable net 30 days from invoice date unless otherwise agreed to in writing by Seller. A service charge of 1.5% per month will be added to all invoices not paid within our terms, until paid in full. Buyer shall also pay Seller’s cost of collection (including reasonable attorney’s fees).
Seller may refuse or delay shipments if Buyer fails to pay promptly any payments due Seller. Any unauthorized discounts will be billed to the Buyer. All credit memo’s issued by Seller shall permanently expire one (1) year from the date of issuance.
If shipments are delayed by the Buyer in non-conformance with Seller's stated rescheduling policy included herein and Seller is prepared to ship the order; invoicing will occur and payments shall become due 30 days from the invoice date. If the Buyer delays the work in non-conformance with Seller’s stated rescheduling policy invoicing will occur and payments shall be made based on the purchase price and the percentage of completion. Products held for the Buyer shall be at the risk and expense of the Buyer.
If the financial condition of the Buyer at any time does not, in the judgement of the Seller, justify continuance of the work to be performed by the Seller hereunder the terms of payment originally specified. The Seller may require full or partial payment in advance. And in the event of bankruptcy or insolvency of the Buyer or in the event of any proceeding is brought by or against the Buyer under the bankruptcy or insolvency laws, the Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges.
RESCHEDULING POLICY AND CANCELLATION POLICY – Seller recognizes the Buyer's occasional need to reschedule ship dates to meet specific goals or solve specific problems. Seller will permit the Buyer to reschedule a release from the original confirmed ship date for that release upon 60 days written notice and written consent of the Seller.
Otherwise, a Buyer may only reschedule, place on hold or cancel their orders placed with Sellers under the following conditions:
a. Reschedule and on-hold notice prior to scheduled delivery date :
0 to 30 days No postponement allowed
31 to 59 days 50% for thirty (30) days maximum and remaining 50% should adhere to original schedule
60 + days As required by Buyer
b. Cancellation notice prior to scheduled delivery date:
Upon receipt of cancellation notice, Seller will immediately stop all work hereunder and cause any of its suppliers to immediately cease such work. Buyer will pay Seller for all goods which are (i) ready for shipment in accordance with this order’s delivery schedule prior to Seller’s receipt of the termination notice, (ii) conform to all requirements of this order, and (iii) are free and clear of all encumbrances. Buyer’s obligation to pay Seller will be limited to: (a) the lesser of: (i) Seller’s actual cost for direct labor and other expenses directly and reasonable incurred pursuant to this order prior to receipt of the termination notice, or (ii) the percentage of the original purchase price as the work done by Seller prior to receipt of the termination bears to the entire work covered by this order.
c. Blanket (Kanban) orders:
No release dates can be scheduled beyond one year from the original order date. If at the end of one year from the original purchase order date all of the boards are not consumed by the Buyer, the Seller will notify the Buyer and the Buyer will accept immediate delivery of the balance of the order and will pay within the negotiated terms agreed upon.
SECURITY AGREEMENT – Seller retains a security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this Agreement. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer’s customers. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonable requested by Seller to transfer, create, perfect, preserve, protect and enforce this security agreement.
DELIVERY – Unless otherwise specified, all Products shipped are F.O.B. point of origin. Title and risk of loss shall pass upon Seller’s delivery of the Products to the carrier. Buyer shall pay all freight, handling, delivery, special packing, and insurance charges for shipments of Products. Choice of carrier and shipping method and route shall be at Seller’s election, in the absence of specific instructions by the Buyer. Seller shall have the right to deliver all Products covered hereby at one time or in partial shipments from time to time, within the agreed time for delivery. Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller, including, but not limited to, force majeure, acts of God, acts or omission of Buyer, acts of civil or military authorities, fire, power outages, quarantine restrictions, natural disasters, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any such delay, the set date of delivery, if any, shall be extended for a reasonable period, or the delivery may be cancelled at Seller’s option.
ACCEPTANCE – Upon receipt of the Products, Buyer agrees to perform whatever inspection or testing Buyer deems necessary. Inspection or testing shall be completed promptly and in no event later than 30 (thirty) days after delivery of the Products. Products shall be deemed accepted by Buyer, unless Buyer provides to Seller written notification specifying all defects, quality issues or discrepancies in the quality or quantity of the his provision is intended to constitute a mutual agreement as to reasonable time for rejection under the uniform commercial code.
If the Buyer fail to comply with the provisions above the PCB shall be conclusively presumed to be in accordance with the contract of sale and free from any defect or damage and the Buyer shall be deemed to have accepted the PCB. If the PCB are not in accordance with the contract of sale for any reason the Buyers’ sole remedy shall be limited to the Seller replacing such PCB or, if the Seller shall elect, by refunding a proportionate part of the price.
PRODUCT RETURN POLICY – In an effort to satisfy customer requirements and maintain control of customer product returns, the Seller follows the following policy at all of its divisions regarding product returns. All Buyer product returns for either updating of parts to current revisions, design changes or rejections of product delivered for quality issues, should be discussed with a representative of the Seller’s Quality Assurance Department prior to returning any product. Upon acknowledgement by a representative of the Seller’s Quality Assurance Department
of the need to return product to the Seller for any reason, a Return Material Authorization (“RMA”) number will be issued by the Seller. The RMA number can only be issued by an employee of the Seller’s Quality Assurance Department.
The Seller’s issuance of an RMA number is not an admittance of product defect, error or omission or responsibility for any subsequently identified product defect, error or omission but rather the permission to return a product for further analysis. The Seller may require that product samples, which are believed to be defective, be submitted for testing prior to the return of the balance of the product order. In this instance, the RMA number will cover both the original sample and any subsequent returns of product from the same order.
An RMA number and RMA form will be generated by the Seller and forwarded to the Buyer upon agreement of the need for the return of the product. All product returns must have the RMA number clearly displayed on the outside of the package, and include inside the package a copy of the Buyer’s inspection report and the Seller’s RMA form. The Buyer is responsible for properly packaging product to ensure its integrity during shipment. A debit memo may only be issued for any product returned that is in undamaged condition, accompanied by the RMA number, RMA form and Buyer’s inspection report clearly identifying the reason for the return. The Seller will re-invoice all product returns at the time of their reshipment on either a partial or complete basis. Invoicing will occur at the original price for the product plus the cost of the upgrades or other work performed at the customer’s request.
WARRANTY – THE SELLER ADHERES TO THE “ACCEPTABILITY OF PRINTED BOARDS” IPC-A-600 (CURRENT REVISION) FOR INTERCONNECTION AND PACKAGING ELECTRONIC CIRCUIT STANDARDS AND ANY NON-CONFORMITY OF CONFLICTING DATA IS ADHERED TO THE APPLICABLE STANDARD, UNLESS SUPERCEDED BY CRITERIA MUTUALLY AGREED UPON BY THE BUYER AND SELLER.
TO THE EXTENT BUYER’S PURCHASE ORDER CALLS FOR THE MANUFACTURE OF PCB’S BY SELLER, SELLER WARRANTS ITS PCB’S AGAINST DEFECTS IN MATERIALS OR WORKMANSHIP IN ACCORDANCE WITH APPLICABLE INDUSTRY STANDARDS FOR A PERIOD OF NINETY (90) DAYS FROM DELIVERY TO BUYER. BUYER AGREES TO ADHERE TO THE PROVISIONS OF THE SECTION ENTITLED ACCEPTANCE. SELLER’S SOLE DUTY AFTER DETERMINATION BY SELLER, IN ITS REASONABLE DISCRETION THAT THE PCB’S ARE DEFECTIVE, IS TO REWORK OR REPLACE THE PCB’S.
THE FOREGOING LIMITED REPRESENTATIONS AND WARRANTIES ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES GIVEN AND ARE IN LIEU OF ANY OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED, AND IN NOT EVENT SHALL SELLER’S LIABILITY, EXCEED THE COST OF THE SERVICES TO BE RENDERED AND/OR MATERIALS OR BE FURNISHED AND IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES WHATSOEVER. THESE LIMITATIONS ARE APPLICABLE TO ALL SALES AND SERVICES OFFERED BY SELLER WHETHER COVERED BY MORE SPECIFIC WARRANTIES OR NOT SO COVERED.
STATUTE OF LIMITATIONS – No action by Buyer shall be brought at any time more than twelve (12) months after product delivery occurred, upon which the cause of action arose. All claims for adjustment must be accompanied by a written statement of the defect or discrepancy, and a detailed explanation of why the incident did not give rise to a potential claim within the specified inspection period of 30 (thirty) day. In addition, the test results of the initial shipments should be included, before the Company will consider the action. The Company’s receipt of the aforementioned information does not constitute agreement with or acceptance of the claim for adjustment.
LIMITATION OF DAMAGES – Buyer shall in no event be entitled to, and Seller shall not be liable for, indirect, special, incidental or consequently damages of any nature, including but not limited to, loss of profit, promotional and/or manufacturing expenses, overhead, injury to reputation and /or loss of customers or data.
PATENT AND TRADEMARK INFRINGEMENT – Buyer shall indemnify, defend and hold Seller harmless from any action arising by reason of alleged infringement of any patent, trademark or other propriety right relating to the design, construction or use of any goods manufactured by Seller in accordance with Buyer’s specifications. Buyer, acknowledging that this provision is a material condition to this Agreement, agrees to defend, indemnify, and hold harmless the Seller and its agents, employees, officers, directors, and affiliates from and against any claims, damages, liability, and costs, including attorneys fees, that the Seller may incur arising out of or relating to any charge that the PCB’s infringe on the intellectual property rights, including trademark, of any other party.
ADVICE – If technical advice is offered or provided in connection with the sale of any Products it is provided as an accommodation to Buyer, without charge, and Seller does not warrant and has no responsibility or liability whatsoever for the content of or use of such advice.
REMEDIES – Buyer agrees that the remedies provided in the Agreement constitute Buyer’s sole remedies against the Seller and that Buyer shall not be entitled to recover any incidental or consequential damages for any breach or repudiation by Seller. In any action or proceeding arising out of or relating to this Agreement, the prevailing party, in addition to its other remedies, shall be entitled to its reasonable attorney’s fees and costs.
GENERAL – This Agreement shall constitute the entire Agreement between the parties with respect to the subject matter of this Agreement and shall not be modified or rescinded, except in writing agreed to by both parties. The provisions of the Agreement supersede all prior oral and written quotations, communications, agreements, and understandings of the parties with respect to the subject matter of the Agreement. Products furnished and services rendered by seller are done so only in accordance with these terms and conditions of sale. If any provision of these terms and conditions of this Agreement are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect. The laws of the State of Pennsylvania shall govern this Agreement.
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