Terms and Conditions
1. CONTROLLING TERMS. SELLER’S ACCEPTANCE OF CUSTOMER’S ORDER IS SUBJECT TO AND MADE CONDITIONAL UPON THESE SALES TERMS (“TERMS”) AND CUSTOMER’S ASSENT TO THESE TERMS. SELLER OBJECTS TO ANY CUSTOMER’S TERMS IN ADDITION OR DIFFERENT FROM THESE TERMS. IN ANY EVENT, CUSTOMER’S SIGNATURE HERETO OR ACCEPTANCE OF SELLER’S QUOTE OR GOODS CONSTITUTES CUSTOMER’S ACCEPTANCE OF THESE TERMS. UNLESS SELLER EXPRESSLY AGREES IN A SIGNED WRITING. THESE TERMS, INCLUDING ALL DOCUMENTS SPECIFIED BY SELLER AS PART OF THESE TERMS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN SELLER AND CUSTOMER AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS REGARDING THE SUBJECT MATTER HEREOF. THESE TERMS SHALL NOT IN ANY WAY BE CHANGED BY ANY ORAL STATEMENTS OR PROVISIONS OF ANY OF CUSTOMER’S FORMS OR DOCUMENTS.
2. ACCEPTANCE. Quotes are valid for 30 days. Orders are accepted by Seller only by Seller’s shipping of goods or a signed acceptance, and then only upon these Terms.
3. DELIVERY. All goods are shipped EXW Seller’s place of business or manufacturer (Incoterms 2010). Customer assumes risk of loss upon Seller’s delivery of the goods at such location to a carrier or to Customer’s agent. Customer will pay all freight and other charges related to transportation and storage of the goods including duties, tariffs and assessments. Delivery dates are estimates; Seller will use commercially reasonable efforts to meet requested delivery dates.
4. PAYMENT. First order must be paid by Credit Card (VISA, MC or AMEX). Subsequently, for infrequent orders, a credit card is required. To be eligible to open an account, Customer must sign Seller’s Credit Agreement, and meet credit approval criteria. Payment terms will remain Credit Card until Customer is notified in writing of any change. When Seller buys parts and bare boards for Customer, payment is due at the time of order unless sufficient credit is available for Customer. Late payments shall bear interest at the rate of 12% per annum until paid in full. Seller may decline to make any shipment or delivery or perform any services except upon receipt of payment, or upon terms of security satisfactory to Seller.
5. TAXES. Prices for goods and services do not included taxes, duties or other charges, including but not limited to, sales or use taxes, imposed on or with respect to the sale or use of the goods, or arising by reason of the sale by the Seller. Customer shall pay promptly all such taxes, duties and other charges, and upon request shall give Seller a receipt showing such payments.
6. ASSEMBLY PROCESS. Components used by Seller are based on the Customer-provided Bill of Materials (“BOM”). Assembly is based on the Customer-provided BOM and/or components provided in a consigned kit. Seller requires the following files for every order a) BOM list (in excel format), which must include reference designator’s, value, package/decal, description and manufacturer part number; b) CAD-generated component location XYRS file – also called the parts position/rotation file or the machine pick-n-place file (each CAD system will generate this if requested; and c) Gerber files for Top/Bottom Copper, Silkscreen and Solder Paste (Seller does not need the soldermask file, but zip file may include it), and Gerbers must be in the RS274-X format. Lead-Free No Clean solder paste is used unless Customer specifies otherwise. Seller reserves the right to substitute parts based on value and package size for orders. Each invoice will specify a cost to cover packaging and handling, including electrostatic bagging and extra padding required for PCB assemblies. Regardless of how an order is placed, it cannot be accepted until it passes Seller’s CAM programming setup AND Customer’s account is in good standing. Seller does not store or otherwise promise to inventory any parts unless agreed upon in a signed writing.
7. WARRANTY. Seller warrants that the goods will be free from defects in materials and workmanship and will conform to specifications furnished by Customer. Customer’s sole remedy under this warranty shall be, at Seller’s option, that Seller either; (i) repair; (ii) replace; or (iii) refund the purchase price paid to Seller. This express warranty shall extend to Customer only and not to Customer’s buyers. EXCEPT FOR THIS EXPRESS WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, GOODS, OR THEIR DESIGN, INCLUDING