1. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS THAT MAY BE EMBODIED IN CUSTOMER’S ORDER, ACCEPTANCE OF
CUSTOMERS’S ORDER IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH
BELOW AND ON ANY ATTACHMENT(S) HERETO, WHICH SHALL CONSTITUTE THE COMPLETE AGREEMENT BETWEEN THE PARTIES.
These terms and conditions may not be varied or Customer’s order terminated in any manner, unless by a written agreement with legal consideration
subsequently signed by an authorized representative of Altus-PCB (also referred to herein as “COMPANY”). Other representatives of the COMPANY are
not authorized to vary the conditions herein set forth. Failure to specifically dissent to these terms and conditions within a reasonable time or Customer’s
acceptance of any goods covered by this acknowledgement shall constitute acceptance of these terms and conditions, which shall be controlling in every
2. Unless stated to the contrary on the face hereof all product provided hereunder (“Product (s)”) will be shipped Ex-Works (EX-W), and title in, risk of loss,
and the right of possession to such Product shall pass to the Customer upon the COMPANY’S delivery to carrier at COMPANY’S shipping facility.
Charges for shipping may not reflect net transportation costs paid by the COMPANY.
3. Prices are valid as stated on quotation or proposal, but in no event for longer than thirty (30) days. All quick turn pricing and deliveries are based upon
available capacity and material availability.
4. Unless otherwise agreed by the parties, all shipping dates are tentative. The COMPANY will not be responsible for delays or non-performance directly or
indirectly caused by government regulations or requirements, acts of God, unavailability of energy and/or materials or supplies, work stoppages, slow
downs, boycotts, and other causes (whether or not similar in nature to any of these hereinbefore specified) beyond the COMPANY’S reasonable control.
5. Unless otherwise stated on the face hereof, COMPANY may ship all Product furnished hereunder at one time, or in separate parts or lots from time to time
within the shipping period herein provided. Failure of Customer to submit a claim that COMPANY shipped non-compliant Product or did not ship the total
quantity of Product within ten (10) day of shipment shall constitute acceptance by Customer that such Product was complaint and was shipped in the
6. THERE IS NO WARRANTY BY THE COMPANY THAT PRODUCT SHALL BE DELIVERED FREE FROM ANY CLAIM OF ANY THIRD PERSON
BY WAY OF PATENT OR TRADEMARK INFRINGEMENT.
7. The COMPANY warrants that the product delivered hereunder shall be free from defects in material, workmanship and fabrication when Products are
shipped from the facilities(s) of COMPANY. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED
(INCLUDING BUT NOT LIMITED TO WARRENTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE), STATUTORY,
OTHER THAN THE FOREGOING EXPRESS WARRANTY. Failure of Customer to submit any claim hereunder within ten (10) days following shipment
of Product by COMPANY shall constitute acceptance by Customer that such articles are in every respect as warranted and shall release the COMPANY
from any and all claims by Customer. In the event Customer timely submits a claim for breach of WARRANTY, the parties agree that Customer’s sole and
exclusive remedies shall be the repair or replacement of the defective Product at the sole discretion of COMPANY.
8. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. In no event shall the
company’s liability to customer exceed the value of the Product giving rise to the liability.
9. The COMPANY shall have the right to suspend of cancel this agreement at any time upon Customer making an assignment for the benefit of creditors or
becoming bankrupt or insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that the
Customer be adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency act.
10. Orders accepted by the COMPANYT cannot be cancelled, countermanded, deferred or returned except with consent of the COMPANY and upon terms that
will indemnify it against all loss, including the profit on any part of the order that is cancelled, countermanded, deferred or returned without consent. When
return of Product is authorized by the COMPANY, shipping charges on said return Product are to be prepaid unless otherwise noted by the COMPANY in
its authorization to return. COMPANY reserves the right to reject partial cancellations.
11. Unless specifically noted hereon, qualification tests and any test data are not included in the selling price. Qualification tests may be preformed by the
COMPANY and test data supplied at the specific request and expense of the Customer.
12. Products are NOT CERTIFIED for lead free assembly, unless specifically stated in writing on the quotation and delivered with an appropriate Certificate of
Conformance that indicates capability for lead free assembly.
13. Product may not be returned to COMPANY without the express written permission of COMPANY in the form of a Return Material Authorization (“RMA”)
issued by the COMPANY facility from which Product was originally shipped to Customer.
14. In addition to the rights and remedies reserved herein, the COMPANY shall have all rights, and remedies conferred by law and shall not be required to
proceed with performance of the contract arising here from if Customer is in default to the COMPANY under this or any other contract. This Agreement
shall be construed in accordance of the State of New Jersey, U.S.A.
15. All Product provided hereunder is custom Product and is Non-Cancelable Non-Returnable (NCNR).
16. Payments are required for all invoiced amounts submitted by COMPANY. The existence of a claim or dispute between Customer and COMPANY shall not
relieve the obligation of customer to remit full payment as invoiced.
17. Product may not be rescheduled without the written consent of the COMPANY. Customer will be subject to cancellation charges for orders cancelled within
18. Payment terms are net 30 days contingent on credit approval.
CAD Layout and design services agreement
This document describes Altus PCB liabilities associated to PCB CAD layout services:
WHEREAS, ALTUS PCB has developed expertise in the PCB layout field, and is in the business of, among other things, providing consulting, application engineering and training services utilizing its expertise for its clients;
WHEREAS, COMPANY requires the performance of certain Work, as more fully described in an “Statement of Work” (“SOW”, “Services” or “Work”) or PO ( PURCHASE ORDER)
WHEREAS, COMPANY desires to purchase and ALTUS PCB desires to provide the Work, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants set forth herein and for other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
PERFORMANCE OF WORK – ALTUS PCB shall provide to COMPANY the products, materials, drawings, design work, software and other deliverables described in the Specifications applicable to this Agreement and set forth in a Statement of Work.
ALTUS PCB shall provide to COMPANY the Deliverables described in PERFORMANCE OF WORK as well as the following: (a) all software program implementation instructions, user instructions and required procedures; (b) all Product documentation package; (c) all documentation required to manufacture the PRODUCT.
PRELIMINARY REQUIREMENTS SPECIFICATION: All the requirements of the Product known at the time of execution of this Agreement.
FINAL PRODUCT SPECIFICATION: All the requirements of the PRODUCT mutually agreed to by the parties.
STATEMENT OF WORK – ALTUS PCB shall perform the work and furnish all of the deliverables set forth in a Statement of Work in accordance with the provisions thereof and/or any stated specifications (the “Work” and/or “Deliverables”).
PURCHASE ORDER – equivalent to SOW
PCB LAYOUT PROCESS – library part creation, placement, routing and design reviews.
COMPANY shall, from time to time, request ALTUS PCB to perform services described in individual STATEMENTS OF WORK or PO, as such may be created, amended and/or modified and ALTUS PCB agrees to provide to COMPANY the WORK under the terms and conditions of this Agreement.
Imported Reference designs – Foot print orientation must be verified prior to layout.
STATEMENTS OF WORK or PO may be amended or modified by supplementary work orders agreed in writing by both parties.
ALTUS PCB shall perform the WORK based on the PCB LAYOUT PROCESS. If the COMPANY scope exceeds the PCB LAYOUT PROCESS it should be included in the STATEMENT OF WORK OR PO.
If COMPANY makes any changes to the WORK, the Request has to be made in writing and can change the estimated cost originally quoted at the beginning of the project.
COMPANY shall provide acceptance in writing to the steps defined in the PCB LAYOUT PROCESS or any other milestone on the PO or SOW that were agreed on. Once accepted the design will be owned by the Company. If COMPANY rejects the deliverables, COMPANY shall submit a written notice of rejection to ALTUS PCB. ALTUS PCB shall analyze the deliverables and provide COMPANY with information needed for COMPANY to establish responsibility for rework. The ALTUS PCB will be responsible for correcting error on the CAD files at the event of an error cause by ALTUS PCB negligence or mistake.
The Design services provided by the ALTUS PCB need to be approved by the COMPANY prior to manufacturing and once approved becomes the property of the COMPANY. The ALTUS PCB will not be liable for any components, PCB or labor costs/loss associated to rework regardless of who caused the error in the design cycle.
COMPANY shall pay ALTUS PCB, on a BI weekly basis when the work is done on a time and material basis. Payment can also be made once a milestone is met according to a predefined SOW.
INVOICING AND TERMS OF PAYMENT
ALTUS PCB shall not render an invoice for the compensation set forth in the clause PERFORMANCE OF WORK until COMPANY gives written acceptance of ALTUS PCB’s Work for each Deliverable required under this Agreement. Separate invoices shall be issued in accordance with the Payment Schedule set forth within the SOW. Invoices shall be sent to COMPANY’s Technical Representative identified in the SOW. Payment shall be made on an net + 15 days basis. All invoices shall reference the applicable Order number and shall be sent to COMPANY’s Technical Representative identified in the SOW. If there is no SOW define an invoice will be sent on a Bi weekly basis for the hours incurred.
This agreement can be terminated with no cause with 7 days notice. Payment for ALTUS PCB service up until the termination need to be paid.
Overtime rate is a 50% increase of the standard hourly rate and is applied for hours worked on the project beyond 8 hours a day or during the weekend ( starting Friday after 5:00 PM to Monday 7:00 AM)
ADDITIONS AND DEDUCTIONS
ALTUS PCB provides the CAD layout design services on the basis of time and material and any estimation for the scope of the work is only best estimation of the effort at the time the WORK is presented to ALTUS PCB. Any CAD layout hours charged to the WORK has to be paid in full by the COMPANY.
Neither party shall assign this Agreement, except for moneys due, without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, COMPANY shall have the right to assign to a present or future affiliate, subsidiary or successor without consent.
CHOICE OF LAW – This Agreement and all transactions under it shall be governed by the laws of the State of New Jersey excluding its choice of laws rules and excluding the Convention for the International Sale of Goods.
Payment terms are net 15 days for Cad Services.