Terms & Conditions
Plan your printed circuit board manufacturing and assembly orders by reading this terms and conditions document. Once you have read the information on this page, you can request an Instant Online PCB Quote for your order. We can also provide you with our industry-leading PCB design and layout software which is absolutely free. Then you can check your Gerber Files before placing your order. We’re pleased to provide these services for you to help you avoid delays and receive the highest quality printed circuit boards.
APCT Holdings, LLC or its affiliates, as applicable (“Seller”) expressly objects to, is not and will
not be bound by any term or condition in Buyer’s Purchase Order (each, as defined herein) which
is different from or in addition to these terms and conditions (these “Terms and Conditions”). If
the Purchase Order referring to these Terms and Conditions is construed as an expression of
acceptance or as a confirmation of a verbal agreement, such acceptance or confirmation is
expressly made conditional on the assent of the Buyer to these Terms and Conditions.
1. CONTROLLING TERMS AND CONDITIONS
These Terms and Conditions shall be incorporated by reference, mutatis mutandis, whenever
referenced in any credit application, purchase order, quote, order confirmation, invoice or similar
document, including all amendments and other modifications thereto, (“Purchase Order”) between
Seller, and any customer or counterparty of Seller (“Buyer”). Seller agrees to sell to Buyer, the
goods and/or services as described or referred to in the Purchase Order, only on the express
condition that Buyer assents to these Terms and Conditions. Buyer’s acceptance is limited to these
Terms and Conditions and any additional or different terms or conditions proposed by Buyer are
hereby expressly rejected. Any confirmatory action by Buyer hereunder or any acceptance of the
goods or services described or referred to herein or any Purchase Order referring to these Terms
and Conditions shall constitute assent to these Terms and Conditions. If the Purchase Order
referring to these Terms and Conditions is an offer, the offer is expressly conditioned upon assent
by Buyer to these Terms and Conditions and any additional or different terms or conditions
proposed by Buyer are hereby expressly rejected.
2. PRICES
All prices are quoted and invoice in U.S. dollars unless otherwise stated. Prices are exclusive of
taxes, shipping and insurance.
3. QUOTATIONS
Quotes provided by Seller to Buyer are valid for thirty (30) calendar days from the date of issuance,
unless otherwise stated, and may be rescinded at any time prior to acceptance.
4. PAYMENT TERMS
Seller may invoice Buyer for the price of the goods on, or at any time after, the date Seller ships
the goods to Buyer. All sales on credit are subject to the approval by Seller’s credit department.
Approved credit payment terms are net thirty (30) calendar days after date of invoice, without any
offset, counterclaim, holdback or deduction. For first-time Buyers, or those not approved for credit
terms, payment must be provided to Seller either by credit card or cash on delivery. Buyer shall be
responsible for all amounts not paid when due including: (i) a late charge of one and a half percent
(1.5%) per month will be charged on all amounts not paid when due and (ii) any and all costs
incurred by Seller in connection with collecting Buyer’s past due amounts. Seller retains the right
to change its credit terms at any time upon notice to Buyer when and if, in Seller’s sole discretion,
Buyer’s financial condition or record of payment so warrants. Should Buyer become delinquent in
the payment of any amount, Seller, at its option and upon notice of Buyer, may suspend
performance under any outstanding order, and such suspension shall not constitute a breach of
Seller’s obligations. Buyer shall not withhold payment to Seller for any disputes, controversies,
misunderstandings or otherwise and agrees to pursue any such dispute, controversy,
misunderstanding or similar concern solely in accordance with these Terms and Conditions.
5. DELIVERY & ACCEPTANCE
All shipments of goods shall be FOB Seller’s facility. For purposes of transfer of title and risk of
loss for all goods subject to these Terms and Conditions, the parties agree and acknowledge that
the transfer of title and the risk of loss of all goods subject to these Terms and Conditions shall
pass from Seller to Buyer at Sellers’s facility. Seller reserves the right to determine the method of
shipment (including Seller’s choice of carrier) unless otherwise specified by Buyer in writing. All
shipping costs and any losses as a result of shipping shall be the sole responsibility of the Buyer.
Shipping costs are not subject to any discount.
6. BUYER DOCUMENTATION, OBLIGATIONS AND REPRESENTATIONS
Buyer is responsible for the timely submission of all drawings, designs, specifications, processes,
testing or other procedures and artwork (“Documentation”) necessary for Seller to manufacture
the goods within its established production schedule. Buyer warrants and represents that the goods
to be produced by Seller do not infringe any patent, trademark, or copyright, that it has the right to
grant the licenses required for Seller performance hereunder and all the Documentation provided
to Seller with respect to the goods is accurate, current, and complete and sufficient for Seller timely
manufacture of the goods. Buyer acknowledges that delivery may be adversely affected by Buyer’s
delay in the timely provision of consigned parts, test equipment or procedures, Documentation
approvals, interruption of production or other Buyer acts or omissions. If Seller’s scheduled
production is interrupted due to Buyer’s act or omissions, Buyer shall be responsible for any
increased costs incurred by Seller.
7. SCHEDULING OF SHIPMENTS
Shipments shall be scheduled by Seller based on the estimated dates set forth in the Seller’s quote
to Buyer. If Buyer requests in its Purchase Order that goods be shipped according to a specific
shipping schedule, then subject to production scheduling considerations and shipping constraints,
Seller will use commercially reasonable efforts to accommodate Buyer’s request. If Buyer’s
request is granted, Seller will issue a written acknowledgement indicating the estimated shipping
dates that have been scheduled in light of such request.
8. FORCE MAJEURE
Except for the obligation of Buyer to pay money, non-performance by either party shall be excused
to the extent that such failure of performance is caused by (i) acts of God; (ii) flood, fire,
earthquake, pandemic, epidemic or explosion; (iii) war, invasion, hostilities (whether war is
declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or
actions; (v) embargoes or blockades in effect on or after the date of such Purchase Order; and (vi)
national or regional emergency; (viii) strikes, labor stoppages or slowdowns, (ix) or other industrial
disturbances; or any other reason where failure to perform is beyond the reasonable control, and
not caused by the negligence, of the non-performing party. The party experiencing a force majeure
occurrence shall immediately provide the other party, by email, facsimile or other expeditious
notice, with detailed information regarding the event, including, without limitation, the cause, if
known, the extent of the effect of the event on performance, and the party’s best good faith estimate
as to when the event will end. If the event continues for more than thirty (30) calendar days, the
other party, by written notice to the non-performing party, may terminate this Agreement
immediately on notice, in which case neither party shall have any liability to the other except for
any liabilities which have been incurred prior to termination.
9. RESCHEDULING AND CANCELLATION
Once a shipment has been scheduled by Seller, it shall not be re-scheduled for Buyer’s convenience
unless a written request by Buyer (approved in writing by Seller in its sole discretion), and Buyer’s
payment of the re-scheduling fees specified by Seller in the response to Buyer’s re-scheduling
request. An order may not be cancelled unilaterally by Buyer. If Buyer submits a written request
to cancel and Seller agrees to the request, Buyer shall pay Seller a cancellation fee, as a reasonable
approximation of damages and not as a penalty, comprised of the following: (a) the contract price
of all goods which have been completed prior to cancellation; (b) the cost to Seller of material or
work in process on the date of the cancellation, plus a reasonable administrative fee and profit on
such costs; and (c) Seller’s reasonable and necessary expenses incurred directly incident to the
cancellation.
Buyer shall inspect goods within 30 days of delivery of each shipment of goods hereunder, whether
said shipment is partial or complete, and all goods shall be deemed accepted as to quality unless
the Seller receives a written notice of rejection within such thirty (30) day period. This notice of
rejection shall specify which properties of the goods received failed to comply with the Seller’s
accepted specifications, drawings, artwork, or special requirements.
10. TRADE CONTROLS
Buyer represents, warrants, covenants and agrees to comply with U.S. and any applicable foreign
economic, trade and financial sanctions laws and regulations, including economic and trade
sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control
(“OFAC”) and the U.S. Department of State (“Sanctions”) and any applicable foreign laws and
regulations pertaining to export controls, including those administered by the U.S. Departments of
Commerce and State, and applicable U.S. and foreign anti-corruption and anti-money laundering
laws and regulations (collectively, “Trade Control Laws”).
Buyer represents, warrants, covenants and agrees that it shall neither export, re-export, or transfer,
directly or indirectly, any goods purchased subject to these Terms and Conditions, or the direct
goods that includes Seller’s goods, to any country, region, territory, government or to any foreign
person to which such export, re-export, or transfer is restricted under Trade Control Laws. Buyer
shall take no action, directly or indirectly, that would cause Seller, or any of their respective
officers, directors, employees, or representatives, to violate any Trade Control Laws and should
promptly notify Seller of any actual or potential breach of Trade Control Laws.
Buyer shall indemnify and hold harmless Seller and its successors and assigns and its respective
officers, directors, shareholders, employees, and agents, against, and in respect of, any and all
damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal,
accounting and other expenses, which may arise out of any misrepresentation or other breach or
violation of this provision by Buyer. Seller has the right to terminate any Purchase Order referring
to these Terms and Conditions without liability to Seller if Buyer, or any person employed by or
affiliated with Buyer, takes any action in violation of any Trade Control Laws or any provisions of
any Seller compliance policy, including these Terms and Conditions.
11. LIMITED WARRANTY
Seller warrants for a period of twelve (12) months from the product date code that the goods (the
“Warranty Period”), will be free from defects in materials and will conform, at the time of
manufacture, in all material respects, to (a) industry-wide workmanship standards applicable to
such goods and (b) Buyer’s applicable specifications which have been expressly accepted in
writing by Seller. Product defects subject to this limited warranty shall include electrical
characteristic defects only if, and to the extent that, Seller is expressly obligated to perform
continuity testing prior to shipment with respect to the goods.
Seller will either repair or replace, in its sole discretion, any product containing a defect caused by
a breach of this limited warranty (a “Defect”) if, within the Warranty Period, (i) Seller receives
written notice of such Defect and (ii) the product with the claimed Defect is received by Seller for
such warranty claim determination. Returns under this limited warranty shall be made at Buyer’s
risk and expense in accordance with Seller’s standard return material authorization process and
procedure (“RMA”). Any such returns shall include the Seller-assigned RMA number on the
delivery packaging and shipping documents, and shall be accompanied by all applicable test,
acceptance or other documentation relevant to the claimed Defect. Seller will analyze the returned
product and documentation and if Seller determines that a Defect existed during the Warranty
Period, Seller will reimburse Buyer for the reasonable costs of returning the product to Seller, and
will repair or replace the product and deliver to Buyer the repaired product or its replacement, as
the case shall be at Seller’s sole risk and expense. If no Defect is found, Buyer shall reimburse
Seller for all costs, fees and expenses incurred in analyzing the product and, if requested by Buyer,
the repair or replacement and delivery of the repaired or replaced product to Buyer. Buyer shall
cooperate with Seller in resolving the claim by providing such additional documentation and other
information as Seller may request from time to time.
This limited warranty shall not apply to any product defect, failure or damage caused by improper
use or improper or inadequate storage, handling, maintenance or care, as determined by Seller,
including, without limitation, any product subjected to: (a) testing for other than specified electrical
characteristics, (b) operating and/or environmental conditions in excess of the maximum values
established by applicable specifications, standards or Seller product information, (c) external or
environmental factors after shipment from Seller, (d) follow-on handling, processing, or
manufacturing of products after shipment of the product from Seller, (e) repair, attempted repair,
modification, or alteration of the product by a party other than Seller or (f) mishandling, accident,
misuse, neglect, alteration, damage, assembly, processing or any other inappropriate or
unauthorized action or inaction that alters physical or electrical properties. This warranty shall not
apply to any defect in the product arising from any drawing, design, specification, process, testing
or other procedure, adjustment or modification supplied and/or approved by Buyer.
Seller’s warranty does not include goods that have defects or failures resulting from Buyer’s:
design of the goods; accident, disaster, neglect, abuse, misuse, improper handling or storage;
alterations, modifications or repairs by Buyer or third parties; or defective Buyer-provided test
equipment or test software. Buyer bears all design responsibility for the goods. THE SOLE
REMEDY UNDER THIS WARRANTY SHALL BE REPAIR, REPLACEMENT OR CREDIT
FOR DEFECTIVE GOODS AS STATED ABOVE. THIS WARRANTY IS IN LIEU OF ANY
OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE.
ANY HARDWARE PRODUCTS OR COMPONENTS THAT ARE NOT MANUFACTURED
BY SELLER, ARE NOT GOODS UNDER THIS LIMITED WARRANTY AND WILL BE
COVERED UNDER THE SPECIFIC WARRANTY PROVIDED BY THE APPLICABLE
VENDOR, MANUFACTURER OR DISTRIBUTOR. SELLER WILL ONLY PROCURE
COMPONENTS IN ACCORDANCE WITH THE BUYER SUPPLIED DESIGN AND SELLER
DOES NOT RETAIN ANY LIABILITY FOR COMPONENTS SUPPLIED BY THE BUYER.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT FOR
SELLER’S OBLIGATION TO REPAIR OR REPLACE AS SET FORTH IN THESE TERMS
AND CONDITIONS HEREIN), THE EXTENT OF LIABILITY OF SELLER ARISING OUT OF
THE GOODS OR SERVICES, OR THEIR USE (WHETHER USED SINGLY OR IN
COMBINATION WITH OTHER PRODUCTS), WHETHER ARISING FROM WARRANTY,
PURCHASE ORDER, NEGLIGENCE OR THEIR USE OR OTHERWISE, SHALL NOT IN
ANY CASE EXCEED THE AMOUNT PAID BY BUYER FOR SELLER’S GOODS GIVING
RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO
BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE,
OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY TYPE OF
INTANGIBLE LOSS, LOST GOODWILL OR BUSINESS REPUTATION, LOST PROFITS,
LOSS OF USE, LOSS OF DATA, WORK STOPPAGE, LIABILITY OF BUYER TO ITS
CUSTOMERS OR OTHERS, IMPAIRMENT OF OTHER PRODUCTS, OR COST OF
SUBSTITUTE PRODUCTS OR SERVICES, WHETHER ARISING OUT OF ANY EXPRESS
OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER
THEORY OF LIABILITY. BY ACCEPTING THESE TERMS AND CONDITIONS, BUYER
EXPRESSLY AGREES TO WAIVE ANY APPLICABLE STATUTE OF LIMITATIONS AND
AGREES THAT ANY LITIGATION ASSERTING A CLAIM AGAINST SELLER MUST BE
COMMENCED WITHIN TWELVE (12) MONTHS FROM THE DATE OF SHIPMENT BY
SELLER.
13. GOVERNING LAW/CHOICE OF FORUM/WAVIER OF JURY TRIAL
These Terms and Conditions, any Purchase Order referencing these Terms and Conditions and any
claim, suit, action or proceeding in any way arising out of or relating to these Terms and
Conditions, any Purchase Order referencing these Terms and Conditions or the transactions
contemplated hereby and thereby (whether in law or in equity, and whether in contract or in tort or
otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware of the
United States of America, its rules of conflict of laws notwithstanding. Seller and Buyer hereby
irrevocably agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware, or, if the Court of Chancery lacks jurisdiction, the United States District
Court for the District of Delaware or the Superior Court of the State of Delaware, in any suit, action
or proceeding described in the immediately preceding sentence. Seller and Buyer irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising
out of these Terms and Conditions, any Purchase Order referencing these Terms and Conditions or
the transactions contemplated hereby and thereby in (a) the Court of Chancery of the State of
Delaware, (b) the United States District Court for the District of Delaware or (c) the Superior Court
of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.
The parties expressly reject the application of the United Nations Convention on Contracts for the
International Sale of Goods.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER OR RELATE TO THESE TERMS AND CONDITIONS, ANY
PURCHASE ORDER REFERENCING THESE TERMS AND CONDITIONS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS THESE TERMS AND
CONDITIONS, ANY PURCHASE ORDER REFERENCING THESE TERMS AND
CONDITIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR
THE BREACH, TERMINATION OR VALIDITY OF THIS THESE TERMS AND
CONDITIONS, ANY PURCHASE ORDER REFERENCING THESE TERMS AND
CONDITIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (III) EACH SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THESE TERMS AND CONDITIONS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
14. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
Any knowledge or information that Seller has disclosed or may hereafter disclose to Buyer, or
which may hereafter be acquired by Buyer, in connection with Seller’s goods or services
(“Confidential Information”), shall be deemed to be confidential or proprietary information of
Seller and shall not be disclosed by Buyer to any third party without the prior written consent of
Seller, except for such information that (a) is or becomes public through no fault of Buyer, (b)
Buyer already lawfully knew absent disclosure by Seller, (c) was rightfully given to Buyer by a
third party free of any confidentiality duties or obligations or (d) was independently developed by
Buyer without reference to Seller’s confidential information as demonstrated by documentary
evidence. Buyer shall protect such knowledge and information using commercially reasonable
efforts and no less than the same efforts it uses to protect its own confidential or proprietary
information and shall cause its affiliates, employees, directors, contractors, agents, and
professional advisors to do the same. In the event that Buyer terminates any Purchase Order with
Seller pursuant to which Buyer has acquired Confidential Information, Buyer agrees to return to
Seller and/or destroy, as applicable, any Confidential Information as soon as practicable. Buyer
further agrees to provide evidence to Seller of such returned or destroyed Confidential Information.
Buyer shall defend, indemnify and hold harmless Seller from and against all claims and liabilities
resulting from allegations that, because of Buyer-supplied designs, specifications, processes,
information, or documentation, any goods or portion thereof infringe any third party intellectual
property right or result in unfair competition, and also from allegations that product liability has
resulted from any Buyer-supplied designs, specifications, processes, information, or
documentation.
15. OTHER PROVISIONS
The failure of Seller in any one or more instances to insist upon performance of any term or
condition set forth herein or to exercise any right or privilege hereunder, or the waiver by Seller of
any breach by Buyer of these terms or conditions, shall not be construed as generally waiving any
term, condition, right or privilege, and these Terms and Conditions shall continue to remain in full
force and effect as if no failure or waiver had occurred. These Terms and Conditions can be
modified, terminated or rescinded by Seller at any time by written instrument. Any changes to
these Terms and Conditions will be in effect as of the “Lasted Updated Date” referenced herein.
Buyer shall not assign any interest herein or any rights or obligations hereunder without the written
consent of Seller, which consent may be withheld or delayed for any reason or no reason. All terms
and conditions herein, which by their nature or effect are required or intended to be observed, kept
or performed after the cancellation, termination or expiration of any contract subject to these Terms
and Conditions will survive and remain binding upon and for the benefit of the parties, their
successors and permitted assigns. Seller may assign any of its rights or delegate any of its
obligations, pursuant to these Terms and Conditions or any Purchase Order referencing these
Terms and Conditions, to any affiliate or to any person acquiring all or substantially all
of Seller’s assets without Buyer’s consent. The relationship between the parties is that of
independent contractors. Nothing contained in these Terms and Conditions or any Purchase Order
referencing these Terms and Conditions shall be construed as creating any agency, partnership,
joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the
parties, and neither party shall have authority to contract for or bind the other party in any manner
whatsoever. If any term or provision of these Terms and Conditions or any Purchase Order
referencing these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of these
Terms and Conditions or any Purchase Order referencing these Terms and Conditions or invalidate
or render unenforceable such term or provision in any other jurisdiction. Provisions of
these terms which by their nature should apply beyond their terms will remain in force after any
termination or expiration of these Terms and Conditions or any Purchase Order referencing these
Terms and Conditions.
16. ADDITIONAL TERMS AND CONDITIONS REGARDING DESIGN SERVICES
In addition to the above Terms and Conditions, the following additional terms and conditions apply
to design services provided by Seller to Buyer. Schematics & Other Design Data: It is Buyer’s responsibility
that for layout design jobs, to provide complete and correct data – schematics, BOM with manufacturer part
numbers / part specs. PCB size, thickness & other mechanical information and / or drawings, Special instructions,
if any, for placement of specific and critical parts (like connectors for example). Concurrent design
changes/updates could result in additional labor charges.
If the Buyer is unable to provide the schematics in an agreed upon CAD format, and only provides
schematics in PDF or a paper hard copy, there will be an additional labor charges for capturing the
schematics into Seller’s CAD system; and the charges for such schematics capture will be
determined by Seller, and mutually agreed upon, before starting the design work.
Buyer should provide a BOM. The BOM should have manufacturer complete part numbers for all
components (a must for all ICs, connectors, Semiconductor devices, and inductors etc.) except
possibly for generic discrete resistors & capacitors where complete specs should be provided. It
is Buyer’s responsibility to make sure that all components used in the design are available and not
obsolete.
Buyer shall provide all other relevant design information such as, preferred PCB size and
thickness, preferred PCB material, PCB name and markings to be put in silkscreen and/or copper
etch, mounting holes data and location, if any, type of PCB finish (HAL, ENIG, GOLD, Immersion
Silver etc, and ROHS compatible or not), solder mask color, silkscreen color, etc.
Buyer shall provide any special routing rules or guides at the time of RFQ itself, these can influence
the design time and therefore the design cost.
On receipt of Buyer’s order, Seller will review all the customer design data files. It is expected that
this data should not be different from the one that was quoted. If Seller finds that that the changes
in data at the time of the order are nontrivial and considerable, Seller reserves the right to
REQUOTE the design as per new data. Similarly, ECOs or change requests received after the
QUOTE or order will be examined by Seller for their impact on cost and schedule; and the changes
in price and/or schedules will be conveyed to and agreed upon by Buyer by way suitable
amendment/s to their order with Seller.
The delivery time for the design is Seller’s best estimate and is subject to change. It does not
include the time waiting for Buyer clarifications, approvals, reviews of in process work, queries,
issues or other delays.
Design Order Cancellation: Cancellations of any design services will be subject to costs already
incurred by Seller as described below:
a. Any advance received at the start of the design is non-refundable.
b. Buyer shall pay for the time already spent for the design work. This shall be determined solely
by Seller.
c. An order cancellation fee of four hundred dollars ($400.00) will be charged in addition to above
as applicable.
d. All the work done so far shall be given to Buyer after all payments are received by Seller.
Design Start Time: After Seller has received the Buyer’s order and advance payment as per terms
of Quote, it may take one (1) to three (3) business days for the design to start, this depends on the
availability of design resources at the time of order. Any delay in start time shall be conveyed to
the Buyer.
Design Hold Time: Any design issue encountered during design that makes it impossible to
continue the design or slows down the design process unless the issue is resolved by Buyer
clarifications/inputs, will add extra time for the design completion than stipulated in the quote
and/or order. Its impact on cost will also be analyzed and handled in the manner described above.
Review of in Process Work: At regular intervals (daily or alternate days or biweekly or weekly –
as per agreed with Buyer) or on the occurrence of certain milestones (e.g., completion of
placement, completion of routing, etc.) the design work-in-progress will be sent to Buyer for
review and feedback. It is expected that the Buyer should review the work and convey feedback
as soon as possible, to avoid any significant increase in completion time.
Complete Design Data: On design completion, the design outputs, as determined by Buyer with
agreement of Seller, will be sent to Buyer electronically via email or any other agreed upon transfer
protocol. Buyer must convey the feedback for any changes in a maximum of two (2) business days,
otherwise, the design work would be deemed to have been completed and delivered.
Terms and Conditions:
TERMS AND CONDITIONS OF SELLERAPCT Holdings, LLC or its affiliates, as applicable (“Seller”) expressly objects to, is not and will
not be bound by any term or condition in Buyer’s Purchase Order (each, as defined herein) which
is different from or in addition to these terms and conditions (these “Terms and Conditions”). If
the Purchase Order referring to these Terms and Conditions is construed as an expression of
acceptance or as a confirmation of a verbal agreement, such acceptance or confirmation is
expressly made conditional on the assent of the Buyer to these Terms and Conditions.
1. CONTROLLING TERMS AND CONDITIONS
These Terms and Conditions shall be incorporated by reference, mutatis mutandis, whenever
referenced in any credit application, purchase order, quote, order confirmation, invoice or similar
document, including all amendments and other modifications thereto, (“Purchase Order”) between
Seller, and any customer or counterparty of Seller (“Buyer”). Seller agrees to sell to Buyer, the
goods and/or services as described or referred to in the Purchase Order, only on the express
condition that Buyer assents to these Terms and Conditions. Buyer’s acceptance is limited to these
Terms and Conditions and any additional or different terms or conditions proposed by Buyer are
hereby expressly rejected. Any confirmatory action by Buyer hereunder or any acceptance of the
goods or services described or referred to herein or any Purchase Order referring to these Terms
and Conditions shall constitute assent to these Terms and Conditions. If the Purchase Order
referring to these Terms and Conditions is an offer, the offer is expressly conditioned upon assent
by Buyer to these Terms and Conditions and any additional or different terms or conditions
proposed by Buyer are hereby expressly rejected.
2. PRICES
All prices are quoted and invoice in U.S. dollars unless otherwise stated. Prices are exclusive of
taxes, shipping and insurance.
3. QUOTATIONS
Quotes provided by Seller to Buyer are valid for thirty (30) calendar days from the date of issuance,
unless otherwise stated, and may be rescinded at any time prior to acceptance.
4. PAYMENT TERMS
Seller may invoice Buyer for the price of the goods on, or at any time after, the date Seller ships
the goods to Buyer. All sales on credit are subject to the approval by Seller’s credit department.
Approved credit payment terms are net thirty (30) calendar days after date of invoice, without any
offset, counterclaim, holdback or deduction. For first-time Buyers, or those not approved for credit
terms, payment must be provided to Seller either by credit card or cash on delivery. Buyer shall be
responsible for all amounts not paid when due including: (i) a late charge of one and a half percent
(1.5%) per month will be charged on all amounts not paid when due and (ii) any and all costs
incurred by Seller in connection with collecting Buyer’s past due amounts. Seller retains the right
to change its credit terms at any time upon notice to Buyer when and if, in Seller’s sole discretion,
Buyer’s financial condition or record of payment so warrants. Should Buyer become delinquent in
the payment of any amount, Seller, at its option and upon notice of Buyer, may suspend
performance under any outstanding order, and such suspension shall not constitute a breach of
Seller’s obligations. Buyer shall not withhold payment to Seller for any disputes, controversies,
misunderstandings or otherwise and agrees to pursue any such dispute, controversy,
misunderstanding or similar concern solely in accordance with these Terms and Conditions.
5. DELIVERY & ACCEPTANCE
All shipments of goods shall be FOB Seller’s facility. For purposes of transfer of title and risk of
loss for all goods subject to these Terms and Conditions, the parties agree and acknowledge that
the transfer of title and the risk of loss of all goods subject to these Terms and Conditions shall
pass from Seller to Buyer at Sellers’s facility. Seller reserves the right to determine the method of
shipment (including Seller’s choice of carrier) unless otherwise specified by Buyer in writing. All
shipping costs and any losses as a result of shipping shall be the sole responsibility of the Buyer.
Shipping costs are not subject to any discount.
6. BUYER DOCUMENTATION, OBLIGATIONS AND REPRESENTATIONS
Buyer is responsible for the timely submission of all drawings, designs, specifications, processes,
testing or other procedures and artwork (“Documentation”) necessary for Seller to manufacture
the goods within its established production schedule. Buyer warrants and represents that the goods
to be produced by Seller do not infringe any patent, trademark, or copyright, that it has the right to
grant the licenses required for Seller performance hereunder and all the Documentation provided
to Seller with respect to the goods is accurate, current, and complete and sufficient for Seller timely
manufacture of the goods. Buyer acknowledges that delivery may be adversely affected by Buyer’s
delay in the timely provision of consigned parts, test equipment or procedures, Documentation
approvals, interruption of production or other Buyer acts or omissions. If Seller’s scheduled
production is interrupted due to Buyer’s act or omissions, Buyer shall be responsible for any
increased costs incurred by Seller.
7. SCHEDULING OF SHIPMENTS
Shipments shall be scheduled by Seller based on the estimated dates set forth in the Seller’s quote
to Buyer. If Buyer requests in its Purchase Order that goods be shipped according to a specific
shipping schedule, then subject to production scheduling considerations and shipping constraints,
Seller will use commercially reasonable efforts to accommodate Buyer’s request. If Buyer’s
request is granted, Seller will issue a written acknowledgement indicating the estimated shipping
dates that have been scheduled in light of such request.
8. FORCE MAJEURE
Except for the obligation of Buyer to pay money, non-performance by either party shall be excused
to the extent that such failure of performance is caused by (i) acts of God; (ii) flood, fire,
earthquake, pandemic, epidemic or explosion; (iii) war, invasion, hostilities (whether war is
declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or
actions; (v) embargoes or blockades in effect on or after the date of such Purchase Order; and (vi)
national or regional emergency; (viii) strikes, labor stoppages or slowdowns, (ix) or other industrial
disturbances; or any other reason where failure to perform is beyond the reasonable control, and
not caused by the negligence, of the non-performing party. The party experiencing a force majeure
occurrence shall immediately provide the other party, by email, facsimile or other expeditious
notice, with detailed information regarding the event, including, without limitation, the cause, if
known, the extent of the effect of the event on performance, and the party’s best good faith estimate
as to when the event will end. If the event continues for more than thirty (30) calendar days, the
other party, by written notice to the non-performing party, may terminate this Agreement
immediately on notice, in which case neither party shall have any liability to the other except for
any liabilities which have been incurred prior to termination.
9. RESCHEDULING AND CANCELLATION
Once a shipment has been scheduled by Seller, it shall not be re-scheduled for Buyer’s convenience
unless a written request by Buyer (approved in writing by Seller in its sole discretion), and Buyer’s
payment of the re-scheduling fees specified by Seller in the response to Buyer’s re-scheduling
request. An order may not be cancelled unilaterally by Buyer. If Buyer submits a written request
to cancel and Seller agrees to the request, Buyer shall pay Seller a cancellation fee, as a reasonable
approximation of damages and not as a penalty, comprised of the following: (a) the contract price
of all goods which have been completed prior to cancellation; (b) the cost to Seller of material or
work in process on the date of the cancellation, plus a reasonable administrative fee and profit on
such costs; and (c) Seller’s reasonable and necessary expenses incurred directly incident to the
cancellation.
Buyer shall inspect goods within 30 days of delivery of each shipment of goods hereunder, whether
said shipment is partial or complete, and all goods shall be deemed accepted as to quality unless
the Seller receives a written notice of rejection within such thirty (30) day period. This notice of
rejection shall specify which properties of the goods received failed to comply with the Seller’s
accepted specifications, drawings, artwork, or special requirements.
10. TRADE CONTROLS
Buyer represents, warrants, covenants and agrees to comply with U.S. and any applicable foreign
economic, trade and financial sanctions laws and regulations, including economic and trade
sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control
(“OFAC”) and the U.S. Department of State (“Sanctions”) and any applicable foreign laws and
regulations pertaining to export controls, including those administered by the U.S. Departments of
Commerce and State, and applicable U.S. and foreign anti-corruption and anti-money laundering
laws and regulations (collectively, “Trade Control Laws”).
Buyer represents, warrants, covenants and agrees that it shall neither export, re-export, or transfer,
directly or indirectly, any goods purchased subject to these Terms and Conditions, or the direct
goods that includes Seller’s goods, to any country, region, territory, government or to any foreign
person to which such export, re-export, or transfer is restricted under Trade Control Laws. Buyer
shall take no action, directly or indirectly, that would cause Seller, or any of their respective
officers, directors, employees, or representatives, to violate any Trade Control Laws and should
promptly notify Seller of any actual or potential breach of Trade Control Laws.
Buyer shall indemnify and hold harmless Seller and its successors and assigns and its respective
officers, directors, shareholders, employees, and agents, against, and in respect of, any and all
damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal,
accounting and other expenses, which may arise out of any misrepresentation or other breach or
violation of this provision by Buyer. Seller has the right to terminate any Purchase Order referring
to these Terms and Conditions without liability to Seller if Buyer, or any person employed by or
affiliated with Buyer, takes any action in violation of any Trade Control Laws or any provisions of
any Seller compliance policy, including these Terms and Conditions.
11. LIMITED WARRANTY
Seller warrants for a period of twelve (12) months from the product date code that the goods (the
“Warranty Period”), will be free from defects in materials and will conform, at the time of
manufacture, in all material respects, to (a) industry-wide workmanship standards applicable to
such goods and (b) Buyer’s applicable specifications which have been expressly accepted in
writing by Seller. Product defects subject to this limited warranty shall include electrical
characteristic defects only if, and to the extent that, Seller is expressly obligated to perform
continuity testing prior to shipment with respect to the goods.
Seller will either repair or replace, in its sole discretion, any product containing a defect caused by
a breach of this limited warranty (a “Defect”) if, within the Warranty Period, (i) Seller receives
written notice of such Defect and (ii) the product with the claimed Defect is received by Seller for
such warranty claim determination. Returns under this limited warranty shall be made at Buyer’s
risk and expense in accordance with Seller’s standard return material authorization process and
procedure (“RMA”). Any such returns shall include the Seller-assigned RMA number on the
delivery packaging and shipping documents, and shall be accompanied by all applicable test,
acceptance or other documentation relevant to the claimed Defect. Seller will analyze the returned
product and documentation and if Seller determines that a Defect existed during the Warranty
Period, Seller will reimburse Buyer for the reasonable costs of returning the product to Seller, and
will repair or replace the product and deliver to Buyer the repaired product or its replacement, as
the case shall be at Seller’s sole risk and expense. If no Defect is found, Buyer shall reimburse
Seller for all costs, fees and expenses incurred in analyzing the product and, if requested by Buyer,
the repair or replacement and delivery of the repaired or replaced product to Buyer. Buyer shall
cooperate with Seller in resolving the claim by providing such additional documentation and other
information as Seller may request from time to time.
This limited warranty shall not apply to any product defect, failure or damage caused by improper
use or improper or inadequate storage, handling, maintenance or care, as determined by Seller,
including, without limitation, any product subjected to: (a) testing for other than specified electrical
characteristics, (b) operating and/or environmental conditions in excess of the maximum values
established by applicable specifications, standards or Seller product information, (c) external or
environmental factors after shipment from Seller, (d) follow-on handling, processing, or
manufacturing of products after shipment of the product from Seller, (e) repair, attempted repair,
modification, or alteration of the product by a party other than Seller or (f) mishandling, accident,
misuse, neglect, alteration, damage, assembly, processing or any other inappropriate or
unauthorized action or inaction that alters physical or electrical properties. This warranty shall not
apply to any defect in the product arising from any drawing, design, specification, process, testing
or other procedure, adjustment or modification supplied and/or approved by Buyer.
Seller’s warranty does not include goods that have defects or failures resulting from Buyer’s:
design of the goods; accident, disaster, neglect, abuse, misuse, improper handling or storage;
alterations, modifications or repairs by Buyer or third parties; or defective Buyer-provided test
equipment or test software. Buyer bears all design responsibility for the goods. THE SOLE
REMEDY UNDER THIS WARRANTY SHALL BE REPAIR, REPLACEMENT OR CREDIT
FOR DEFECTIVE GOODS AS STATED ABOVE. THIS WARRANTY IS IN LIEU OF ANY
OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE.
ANY HARDWARE PRODUCTS OR COMPONENTS THAT ARE NOT MANUFACTURED
BY SELLER, ARE NOT GOODS UNDER THIS LIMITED WARRANTY AND WILL BE
COVERED UNDER THE SPECIFIC WARRANTY PROVIDED BY THE APPLICABLE
VENDOR, MANUFACTURER OR DISTRIBUTOR. SELLER WILL ONLY PROCURE
COMPONENTS IN ACCORDANCE WITH THE BUYER SUPPLIED DESIGN AND SELLER
DOES NOT RETAIN ANY LIABILITY FOR COMPONENTS SUPPLIED BY THE BUYER.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT FOR
SELLER’S OBLIGATION TO REPAIR OR REPLACE AS SET FORTH IN THESE TERMS
AND CONDITIONS HEREIN), THE EXTENT OF LIABILITY OF SELLER ARISING OUT OF
THE GOODS OR SERVICES, OR THEIR USE (WHETHER USED SINGLY OR IN
COMBINATION WITH OTHER PRODUCTS), WHETHER ARISING FROM WARRANTY,
PURCHASE ORDER, NEGLIGENCE OR THEIR USE OR OTHERWISE, SHALL NOT IN
ANY CASE EXCEED THE AMOUNT PAID BY BUYER FOR SELLER’S GOODS GIVING
RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO
BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE,
OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY TYPE OF
INTANGIBLE LOSS, LOST GOODWILL OR BUSINESS REPUTATION, LOST PROFITS,
LOSS OF USE, LOSS OF DATA, WORK STOPPAGE, LIABILITY OF BUYER TO ITS
CUSTOMERS OR OTHERS, IMPAIRMENT OF OTHER PRODUCTS, OR COST OF
SUBSTITUTE PRODUCTS OR SERVICES, WHETHER ARISING OUT OF ANY EXPRESS
OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER
THEORY OF LIABILITY. BY ACCEPTING THESE TERMS AND CONDITIONS, BUYER
EXPRESSLY AGREES TO WAIVE ANY APPLICABLE STATUTE OF LIMITATIONS AND
AGREES THAT ANY LITIGATION ASSERTING A CLAIM AGAINST SELLER MUST BE
COMMENCED WITHIN TWELVE (12) MONTHS FROM THE DATE OF SHIPMENT BY
SELLER.
13. GOVERNING LAW/CHOICE OF FORUM/WAVIER OF JURY TRIAL
These Terms and Conditions, any Purchase Order referencing these Terms and Conditions and any
claim, suit, action or proceeding in any way arising out of or relating to these Terms and
Conditions, any Purchase Order referencing these Terms and Conditions or the transactions
contemplated hereby and thereby (whether in law or in equity, and whether in contract or in tort or
otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware of the
United States of America, its rules of conflict of laws notwithstanding. Seller and Buyer hereby
irrevocably agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware, or, if the Court of Chancery lacks jurisdiction, the United States District
Court for the District of Delaware or the Superior Court of the State of Delaware, in any suit, action
or proceeding described in the immediately preceding sentence. Seller and Buyer irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising
out of these Terms and Conditions, any Purchase Order referencing these Terms and Conditions or
the transactions contemplated hereby and thereby in (a) the Court of Chancery of the State of
Delaware, (b) the United States District Court for the District of Delaware or (c) the Superior Court
of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.
The parties expressly reject the application of the United Nations Convention on Contracts for the
International Sale of Goods.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER OR RELATE TO THESE TERMS AND CONDITIONS, ANY
PURCHASE ORDER REFERENCING THESE TERMS AND CONDITIONS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS THESE TERMS AND
CONDITIONS, ANY PURCHASE ORDER REFERENCING THESE TERMS AND
CONDITIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR
THE BREACH, TERMINATION OR VALIDITY OF THIS THESE TERMS AND
CONDITIONS, ANY PURCHASE ORDER REFERENCING THESE TERMS AND
CONDITIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (III) EACH SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THESE TERMS AND CONDITIONS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
14. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
Any knowledge or information that Seller has disclosed or may hereafter disclose to Buyer, or
which may hereafter be acquired by Buyer, in connection with Seller’s goods or services
(“Confidential Information”), shall be deemed to be confidential or proprietary information of
Seller and shall not be disclosed by Buyer to any third party without the prior written consent of
Seller, except for such information that (a) is or becomes public through no fault of Buyer, (b)
Buyer already lawfully knew absent disclosure by Seller, (c) was rightfully given to Buyer by a
third party free of any confidentiality duties or obligations or (d) was independently developed by
Buyer without reference to Seller’s confidential information as demonstrated by documentary
evidence. Buyer shall protect such knowledge and information using commercially reasonable
efforts and no less than the same efforts it uses to protect its own confidential or proprietary
information and shall cause its affiliates, employees, directors, contractors, agents, and
professional advisors to do the same. In the event that Buyer terminates any Purchase Order with
Seller pursuant to which Buyer has acquired Confidential Information, Buyer agrees to return to
Seller and/or destroy, as applicable, any Confidential Information as soon as practicable. Buyer
further agrees to provide evidence to Seller of such returned or destroyed Confidential Information.
Buyer shall defend, indemnify and hold harmless Seller from and against all claims and liabilities
resulting from allegations that, because of Buyer-supplied designs, specifications, processes,
information, or documentation, any goods or portion thereof infringe any third party intellectual
property right or result in unfair competition, and also from allegations that product liability has
resulted from any Buyer-supplied designs, specifications, processes, information, or
documentation.
15. OTHER PROVISIONS
The failure of Seller in any one or more instances to insist upon performance of any term or
condition set forth herein or to exercise any right or privilege hereunder, or the waiver by Seller of
any breach by Buyer of these terms or conditions, shall not be construed as generally waiving any
term, condition, right or privilege, and these Terms and Conditions shall continue to remain in full
force and effect as if no failure or waiver had occurred. These Terms and Conditions can be
modified, terminated or rescinded by Seller at any time by written instrument. Any changes to
these Terms and Conditions will be in effect as of the “Lasted Updated Date” referenced herein.
Buyer shall not assign any interest herein or any rights or obligations hereunder without the written
consent of Seller, which consent may be withheld or delayed for any reason or no reason. All terms
and conditions herein, which by their nature or effect are required or intended to be observed, kept
or performed after the cancellation, termination or expiration of any contract subject to these Terms
and Conditions will survive and remain binding upon and for the benefit of the parties, their
successors and permitted assigns. Seller may assign any of its rights or delegate any of its
obligations, pursuant to these Terms and Conditions or any Purchase Order referencing these
Terms and Conditions, to any affiliate or to any person acquiring all or substantially all
of Seller’s assets without Buyer’s consent. The relationship between the parties is that of
independent contractors. Nothing contained in these Terms and Conditions or any Purchase Order
referencing these Terms and Conditions shall be construed as creating any agency, partnership,
joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the
parties, and neither party shall have authority to contract for or bind the other party in any manner
whatsoever. If any term or provision of these Terms and Conditions or any Purchase Order
referencing these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of these
Terms and Conditions or any Purchase Order referencing these Terms and Conditions or invalidate
or render unenforceable such term or provision in any other jurisdiction. Provisions of
these terms which by their nature should apply beyond their terms will remain in force after any
termination or expiration of these Terms and Conditions or any Purchase Order referencing these
Terms and Conditions.
16. ADDITIONAL TERMS AND CONDITIONS REGARDING DESIGN SERVICES
In addition to the above Terms and Conditions, the following additional terms and conditions apply
to design services provided by Seller to Buyer. Schematics & Other Design Data: It is Buyer’s responsibility
that for layout design jobs, to provide complete and correct data – schematics, BOM with manufacturer part
numbers / part specs. PCB size, thickness & other mechanical information and / or drawings, Special instructions,
if any, for placement of specific and critical parts (like connectors for example). Concurrent design
changes/updates could result in additional labor charges.
If the Buyer is unable to provide the schematics in an agreed upon CAD format, and only provides
schematics in PDF or a paper hard copy, there will be an additional labor charges for capturing the
schematics into Seller’s CAD system; and the charges for such schematics capture will be
determined by Seller, and mutually agreed upon, before starting the design work.
Buyer should provide a BOM. The BOM should have manufacturer complete part numbers for all
components (a must for all ICs, connectors, Semiconductor devices, and inductors etc.) except
possibly for generic discrete resistors & capacitors where complete specs should be provided. It
is Buyer’s responsibility to make sure that all components used in the design are available and not
obsolete.
Buyer shall provide all other relevant design information such as, preferred PCB size and
thickness, preferred PCB material, PCB name and markings to be put in silkscreen and/or copper
etch, mounting holes data and location, if any, type of PCB finish (HAL, ENIG, GOLD, Immersion
Silver etc, and ROHS compatible or not), solder mask color, silkscreen color, etc.
Buyer shall provide any special routing rules or guides at the time of RFQ itself, these can influence
the design time and therefore the design cost.
On receipt of Buyer’s order, Seller will review all the customer design data files. It is expected that
this data should not be different from the one that was quoted. If Seller finds that that the changes
in data at the time of the order are nontrivial and considerable, Seller reserves the right to
REQUOTE the design as per new data. Similarly, ECOs or change requests received after the
QUOTE or order will be examined by Seller for their impact on cost and schedule; and the changes
in price and/or schedules will be conveyed to and agreed upon by Buyer by way suitable
amendment/s to their order with Seller.
The delivery time for the design is Seller’s best estimate and is subject to change. It does not
include the time waiting for Buyer clarifications, approvals, reviews of in process work, queries,
issues or other delays.
Design Order Cancellation: Cancellations of any design services will be subject to costs already
incurred by Seller as described below:
a. Any advance received at the start of the design is non-refundable.
b. Buyer shall pay for the time already spent for the design work. This shall be determined solely
by Seller.
c. An order cancellation fee of four hundred dollars ($400.00) will be charged in addition to above
as applicable.
d. All the work done so far shall be given to Buyer after all payments are received by Seller.
Design Start Time: After Seller has received the Buyer’s order and advance payment as per terms
of Quote, it may take one (1) to three (3) business days for the design to start, this depends on the
availability of design resources at the time of order. Any delay in start time shall be conveyed to
the Buyer.
Design Hold Time: Any design issue encountered during design that makes it impossible to
continue the design or slows down the design process unless the issue is resolved by Buyer
clarifications/inputs, will add extra time for the design completion than stipulated in the quote
and/or order. Its impact on cost will also be analyzed and handled in the manner described above.
Review of in Process Work: At regular intervals (daily or alternate days or biweekly or weekly –
as per agreed with Buyer) or on the occurrence of certain milestones (e.g., completion of
placement, completion of routing, etc.) the design work-in-progress will be sent to Buyer for
review and feedback. It is expected that the Buyer should review the work and convey feedback
as soon as possible, to avoid any significant increase in completion time.
Complete Design Data: On design completion, the design outputs, as determined by Buyer with
agreement of Seller, will be sent to Buyer electronically via email or any other agreed upon transfer
protocol. Buyer must convey the feedback for any changes in a maximum of two (2) business days,
otherwise, the design work would be deemed to have been completed and delivered.