Terms and conditions

3. TARIFFS AND GOVERNMENTAL CHARGES. Customer agrees to be responsible for and shall reimburse EI Microcircuits for any and all tariffs, duties, impositions, governmental fees, customs fees, surcharges and other similar or dissimilar charges (“Charges”) imposed on parts or materials purchased on Customer’s behalf. Such Charges will be collected by EI Microcircuits at the time the parts or materials are received from distributors or suppliers, being invoiced in the month following the receipt of the parts or materials. Customer authorizes EI Microcircuits to invoice these Charges separately from the product price, and Customer agrees to pay all such invoiced amounts in accordance with the applicable payment terms. 

4. PRICES. EI Microcircuits quoted prices are valid for 60 days from the date of quotation, or for such duration as is expressly stated in its quote, unless revoked by EI Microcircuits. EI Microcircuits may, notwithstanding any quote, increase prices if EI Microcircuits’ costs increase or in the event of other circumstances beyond EI Microcircuits’ reasonable control. Customer is financially responsible for any Purchase Price Variance (PPV) fluctuations in materials throughout the life of any purchase order and must update applicable Purchase Order(s) accordingly. Prices are for Products only and do not include Charges. Customer is responsible for any such Charges. 

5. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due Net 30 days from the invoice date or per prior established credit terms. On any past due invoice, EI Microcircuits is entitled to charge interest at 1.5% per month (or if lower, the highest rate permitted by applicable law) from the payment due date to the date of payment, plus reasonable attorney fees and collection costs. EI Microcircuits may change Customer credit terms at any time. EI Microcircuits may apply payments to payments of interest first, and then to principal amounts owing, or allocate to any of Customer’s accounts at EI Microcircuits’ discretion.

6. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges, including, without limitation, fuel surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. EI Microcircuits’ delivery dates are estimates only and EI Microcircuits is not liable for delays in delivery. EI Microcircuits reserves the right to make partial shipments, and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries. 

8. EI MICROCIRCUITS LIMITED WARRANTY. For a period of one (1) year from the date of delivery to Customer, Value-added work performed by EI Microcircuits on Products will conform to Customer’s written specifications accepted by EI Microcircuits in writing prior to commencing such work (“Customer’s Specifications”). Warranty applies only to Products produced by EI Microcircuits. For components procured by EI Microcircuits from third parties for incorporation into Products, EI Microcircuits makes no warranty regarding such components, either before or after placed on a Product, and EI Microcircuits’ sole responsibility will be to transfer to Customer any component warranties and indemnities authorized by the manufacturer of such components, including any transferable warranties and indemnities for intellectual property infringement. In the event the Customer supplies components to EI Microcircuits,

EI Microcircuit’s Warranty covers workmanship only. EI MICROCIRCUITS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, EI MICROCIRCUITS MAKES NO WARRANTY OF NON-INFRINGEMENT. If value-added work in Products supplied by EI Microcircuits does not meet Customer’s Specifications, as EI Microcircuits sole obligation and exclusive liability, the Products will be, at EI Microcircuits election: (1) repaired at no cost to Customer, (2) replaced at no cost to Customer; or (3) Customer’s purchase price for such noncompliant Products will be refunded. EI Microcircuits’ Warranty is void if Customer attempts to repair any Products or performs any additional work on such Products. Additional work includes, without limitation, solder touch up, component rework, component replacement, PWB board repair, adding jumper wires for test purposes, testing that would affect the integrity of the PCBA assembly; thermal cycle, vibration, water submersion testing, or other work as determined by EI Microcircuits. Customer must make a claim for any breach of Warranty and must return Products to EI Microcircuits within such one (1) year warranty period, freight charges prepaid. 

9. LIMITATION OF LIABILITY. EI MICROCIRCUITS IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY LOST PROFIT DAMAGES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES. EXCLUDED DAMAGE SHALL INCLUDE, WITHOUT LIMITATATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM EI MICROCIRCUITS FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD EI MICROCIRCUITS HARMLESS FROM AND AGAINST ANY CLAIMS BASED ON OR ARISING OUT OF; (i) EI MICROCIRCUITS’ COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN EI MICROCIRCUITS, OR (iii) USE OF SUCH PRODUCTS IN COMBINATION WITH OTHER PRODUCTS.

10. FORCES BEYOND EI MICROCIRCUITS’ CONTROL. EI Microcircuits is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example and without limitation: acts of God, acts or omissions of the Customer, manmade or natural disasters, epidemic medical crises, pandemics, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources). 

12. EXPORT/IMPORT. Certain Products sold by EI Microcircuits and other related technology and documentation may be subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.

13. PRODUCT INFORMATION. In the course of producing Products for Customer, EI Microcircuits may be asked, agree to supply or obtain from its suppliers or other sources, technical or other information related to a Customer’s Product specifications, replacement components to be used in the production of Products, export/import control classifications, uses or conformance with legal or other requirements, or other advice and guidance (collectively, “Product Information”). Such Product Information is provided by EI Microcircuits to Customer on an "AS IS" basis. EI Microcircuits makes no representation as to the accuracy or completeness of the Product Information, nor is EI Microcircuits responsible for the use by Customer of any other Product Information and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EI Microcircuits recommends Customer validate any Product Information before using or acting on such information. All Product Information is subject to change without notice. EI Microcircuits is not responsible for typographical or other errors or omissions in Product Information. 

14. ELECTRONIC ORDERS. In the event that any part of the purchase and sale of Products utilizes electronic data interchange, internal or third-party portal, or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and EI Microcircuits, notwithstanding any requirement or “click-through” requirement that requires EI Microcircuits to agree to any such terms.

15. GENERAL.

a. The laws of the State of Minnesota will exclusively govern any dispute between EI Microcircuits and Customer arising out of or otherwise related to EI Microcircuit’s supply of Products to Customer. EI Microcircuits and the Customer agree that the federal and state courts in the state of Minnesota shall be the exclusive venue for any and all claims related to the supply of Products to Customer and/or arising out of this Agreement, and each party waives any objection thereto. The United Nations Convention for the International Sale of Goods shall not apply.

b. Customer may not assign this Agreement without the prior written consent of EI Microcircuits. EI Microcircuits or its affiliates may perform the obligations under this Agreement. This Agreement is binding each party as well as its successors and assigns. 

c. This Agreement can only be modified in a writing signed by authorized representatives of both EI Microcircuits and Customer.

d. EI Microcircuits and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.

e. EI Microcircuits’ failure to object to any document, communication, or act of Customer will not be deemed a waiver of any terms and conditions in this Agreement.

f. The unenforceability of any of the terms or conditions of this Agreement will not affect the remainder of the terms or conditions.

g. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.

h. Customer and EI Microcircuits will comply with applicable laws and regulations.

i. The prevailing party to any dispute arising out the supply of Products to Customer or otherwise arising out of related to this Agreement is entitled to its reasonable attorneys’ fees and courts costs