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Service Agreement Terms and Conditions
In the absence of an executed contract between parties, unless otherwise specified in another document, the following Terms and Conditions for Order Acceptance will apply:
Manufacturer is an electronics manufacturing services provider that furnishes the personnel, material, equipment, services and facilities to manufacture products for original equipment manufacturers and other third parties in accordance with specifications provided by such OEMs and third parties. Buyer desires to engage Manufacturer to manufacture certain of Buyer’s products in accordance with orders issued from time to time by Buyer.
Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, to furnish the personnel, material, equipment, services and facilities to manufacture Products in accordance with Buyer provided Specifications (Gerber Files,BOM, AML, CAD Files, Test Processes, software and firmware, Mechanical Drawings and other Special Instructions) as required by Orders issued by Buyer and accepted by Manufacturer in accordance with Section 3. Manufacturer’s electronics manufacturing services shall be performed in accordance with the Specifications and the applicable IPC-A-610 Workmanship Standard.
Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, to furnish the personnel, material, equipment, services and facilities to manufacture Products in accordance with Buyer provided Specifications (Gerber Files,BOM, AML, CAD Files, Test Processes, software and firmware, Mechanical Drawings and other Special Instructions) as required by Orders issued by Buyer and accepted by Manufacturer in accordance with Section 3. Manufacturer’s electronics manufacturing services shall be performed in accordance with the Specifications and the applicable IPC-A-610 Workmanship Standard.
Manufacturer will ship products in accordance with each accepted Purchase Order, subject to these Standard Terms and Conditions. Delivery of Products shall be made F.C.A at the loading dock of the Manufacturer’s facility on the dates specified in the Weekly Status Report issued by Manufacturer listing all pending Orders and the production status of pending Orders. Title to, and risk of loss for, Products shall pass to Buyer at the time of delivery of possession of the Products to a common carrier.
The Product shall be deemed accepted by Buyer when the Product has passed Manufacturer’s inspection and conforms to specifications and the applicable IPC-A-610 Workmanship Standard and is delivered to Buyer, namely, placed it in the hands of a common carrier. Buyer shall have 30 days to notify Manufacturer of Buyer’s revocation of acceptance of product based on non-conformance to specifications or to the workmanship standard. Buyer’s revocation must be in writing.
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Buyer shall pay Manufacturer the Purchase Price as set forth in the Sales Order Acceptance or in any invoice pertaining to a modification or cancellation. The Purchase Price is exclusive of packaging, shipping and insurance costs and federal, state and local taxes, which shall be borne by Buyer. Manufacturer shall invoice Buyer concurrently with each Product shipment. An invoice will include the invoice date, the Order number, and the total price and name (if applicable) and address where payment is to be sent. Buyer shall pay all invoices within thirty (30) days of the invoice date. Payment shall be made in U.S. dollars or other currency agreed by Buyer and Manufacturer. Payment not received when due shall bear interest at the rate of 1.5% monthly from its due date until paid.
If Buyer requests that Manufacturer incorporate an engineering change into a Product, such request shall include a description of the proposed change sufficient to permit Manufacturer to evaluate it. Manufacturer’s evaluation shall be in writing and shall state the impact of the requested change on the existing delivery schedule and cost. Manufacturer shall not be obligated to proceed with a requested change until the parties have agreed on the changes to the Product, Specifications, estimated delivery schedule and pricing, including the price for additional NRE, rework, tooling and obsolete materials and testing, if any.
Neither party shall be liable for its failure to perform due to any occurrence beyond its reasonable control, including acts of God, fire, floods, war, terror, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances and regulations, allocations and price restrictions, inability to obtain material, equipment or transportation, or any other similar occurrence; provided, however, Buyer’s payment for Products produced and shipped shall not be suspended by any event of force majeure. The party whose performance is prevented by any such occurrence shall promptly give written notice to the other party of the cessation of performance. The party affected by such occurrence shall use commercially reasonable efforts to minimize the effects of the force majeure event.
Buyer shall pay Manufacturer the Purchase Price as set forth in the Sales Order Acceptance or in any invoice pertaining to a modification or cancellation. The Purchase Price is exclusive of packaging, shipping and insurance costs and federal, state and local taxes, which shall be borne by Buyer. Manufacturer shall invoice Buyer concurrently with each Product shipment. An invoice will include the invoice date, the Order number, and the total price and name (if applicable) and address where payment is to be sent. Buyer shall pay all invoices within thirty (30) days of the invoice date. Payment shall be made in U.S. dollars or other currency agreed by Buyer and Manufacturer. Payment not received when due shall bear interest at the rate of 1.5% monthly from its due date until paid.
086 (0755) 2828 2776
Don’t hesitate, contact us to start discussing your projects. We prioritize your inquiries and aim to respond within 12 hours.
Manufacturer warrants that products supplied to Buyer hereunder will conform to Buyer’s specifications and will be free from defects in workmanship for a period of ninety one year from the date of invoice of the Products to Buyer. Buyer shall notify Manufacturer within [30] days of Buyer’s receipt of
Products, in writing, of any Product defect, which notification shall describe the defect in sufficient detail to permit Manufacturer to isolate the defect. Upon notification from Buyer, Manufacturer will provide Buyer with instructions on returning the Product under a warranty claim. Upon receipt of any Products returned by Buyer pursuant to this Section 11, Manufacturer shall inspect Products in accordance with the applicable IPC-A-610 Workmanship Standard. If Manufacturer determines that the defect is not due to nonconformity with Specifications or the applicable IPC-A-610 Workmanship Standard or is unable to isolate any defect or malfunction in the Product, then Buyer is solely responsible for isolation of the defect or malfunction and Manufacturer will seek instructions on whether Manufacturer should return the Product to Buyer or dispose of it.
If any returned Product contains malfunctions due to nonconformity with the Specifications or the applicable IPC-A-610 Workmanship Standard, then Buyer’s exclusive remedy and Manufacturer’s sole liability under this warranty will be, at its sole option and expense, to correct or replace the nonconforming or defective Product or refund the Purchase Price to Buyer. This warranty does not apply to: any first articles, prototypes, pre-production units, test units of a Product, any Products which have been repaired by Buyer or a third party, any Products which have been altered or modified in any way by Buyer or third party; or any Products which have been subject to misuse, abnormal use or neglect or to components received from Buyer. WELLER EMS will not be held liable in the case of damage to a product that occurs during customer contracted rework.
The product warranty stated above is in lieu of all other warranties, express or implied, statutory or otherwise, including without limitation any implied warranties as to quality, fitness for particular purpose, merchantability or otherwise, whether implied by custom or law. Without limiting the foregoing disclaimer, buyer acknowledges and agrees that manufacturer does not warrant any parts, components or other materials provided to manufacturer by buyer and used in the manufacture of the products.
In no event shall the manufacturer by liable to buyer for any indirect, incidental, consequential, special or punitive damages of any kind or nature, including loss of profits damages, arising out of the manufacture, sale, delivery, resale, repair, replacement, or use of any products or the furnishing of any service, whether such liability is based in contract, tort, strict liability or otherwise, even if buyer has been warned of the possibility of any such damages.
Buyer shall defend, indemnify and hold Manufacturer and its subsidiaries, officers, directors, employees, agents and representatives harmless from any and all claims, demands, liabilities, actions, suits, proceedings, losses, injuries, death, judgments, and/or costs (including without limitation reasonable attorneys’ fees and related costs) based on or arising out of any claims or demands based on or relating to: Manufacturer’s use of Buyer’s Proprietary Information the design of the Products; Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; Buyer’s violation or alleged violation of any federal, state, or local laws or regulations, including the laws and regulations governing product safety, labeling, packaging and labor practices; or a breach by Buyer of any of these terms and conditions. Manufacturer shall give written notice of any claim or potential claim to Buyer within a reasonable time following the time at which Manufacturer first became aware of the claim for indemnification hereunder. Buyer may, at its option, have control of any litigation and appointment of counsel in defense of any third party claim for which Manufacturer seeks indemnification. No suit or proceeding shall be settled or compromised without the prior written consent of Manufacturer. The obligation to indemnify under this shall survive the termination or expiration of the accepted Order.
