Terms and Conditions of Sale

Quotation and Pricing

All quotations are valid for 30 days from  the date of submission unless stated otherwise by Assembly Technologies, Inc. referred to as “Seller “or “ATI”. Minimum Purchase order value does not apply unless stated otherwise by ATI.  Certificates of Compliance will be shipped upon request. If additional documentation (FAI, PPAP, test data, etc) is needed, ATI reserves the right charge accordingly.  Prices are based on shipping ExWorks Assembly Technologies facility Incoterms® 2020 and do not include freight, shipping, customs or other duties and taxes or packaging costs, all of which shall be borne by Purchaser. Assembly Technologies reserves the right to invoice Purchaser PPV (Purchase Price Variance) if actual material cost are greater than 5% of quoted costs.

Acceptance and Confirmation of Purchase Order

Each order placed by Purchaser will be accepted by ATI only on condition that Purchaser agrees to defined terms and conditions of sale (“Seller’s Terms”) or mutual supplier agreement signed by both Purchaser and Seller. Purchaser’s issuance of order shall be deemed to be Purchaser’s acceptance of Seller’s Terms as the only terms and conditions applicable to that order, notwithstanding any contrary, different or supplemental terms, conditions or provisions contained in Purchaser’s order or any correspondence submitted by Purchaser unless both parties have executed a supplier agreement. Seller’s Terms and/or mutually executed supplier agreement shall prevail and control over any contrary, different or supplemental terms, conditions and provisions of any order or other correspondence submitted by Purchaser. Once accepted by Seller, Purchaser’s order shall be firm and binding on, and may not be canceled by, Purchaser unless agreed upon by ATI. Upon receipt of order, ATI representative will provide confirmation of receipt via email, telephone, fax, test and or other forms of communications.

 

Payment terms

Net 30 days from the date of delivery to Purchaser, subject to credit approval by Seller.  Payment terms are subject to change if mutually agreed upon by Seller and Purchaser.  Late payments will be subject to a 1 ½% per month service charge unless stated otherwise by Seller.

 

NRE expenses

Payment of non-recurring, tooling and fixturing fees is due upon submission of invoices. Any tooling or fixturing used in the manufacturing process hereunder are and shall continue to be Seller’s property. Any custom tooling will be considered consigned inventory belonging to Purchasers. If Purchaser requests tooling, the Purchaser will be responsible for all associated costs of transfer (ex. Shipping, tariffs ,etc)

 

Warranty

Assembly Technologies warrants that the electronic manufacturing services provided ,shall at the time of delivery, conform to the agreed specifications provided by Purchaser. Such warranty does not apply to any products that have been subject to improper installation, misuse, altered beyond original specifications, repair, neglect, accident, or the like. Assembly Technologies provides a one-year warranty against any non-conforming product caused by workmanship. Warranty is only valid if the root cause has been, in good faith, deemed a workmanship issue by Assembly Technologies. ATI will not be responsible for labor charges, loss, or consequential damage of any kind or character caused by defective parts or for charges incurred in the replacement or repair of defective parts by Purchaser.  ATI does not provide warranty against component level failures unless Purchaser provided test specs are designed to identify specific component level failures. ATI will, in good faith, replace defective components if determined by Seller.

Inventory Management and associated fees 

Assembly technologies understands the importance lean inventory practices in todays supply chain. ATI is willing to hold inventory up to one year from the date of the Purchase Order under certain conditions agreed upon by Seller and Purchaser. If the Purchaser requests to push out delivery dates originally established on the purchase order,  An inventory carrying cost fee will be applied to the order to compensate Seller for the additional cost of carrying inventory.  Any changes in original PO release schedule is subject to a fee.  ATI will hold inventory up to one year but has the right to ship and invoice within 60 days of the original release date mentioned on the PO. Following one year of the PO date, all remaining inventory will be shipped and invoiced to customer.

 

Shipping

Assembly Technologies agrees to ship product to Purchaser in a package that will protect products from normal shipping and handling processes. Unless specified by Purchaser, ATI process engineering will determine best practice packaging solutions of Purchaser’s product. Any custom packaging solutions can be subject to additional costs.

 

Title and Risk of Loss

Title and risk of loss or damage to the products assembled by Assembly Technologies shall pass to Purchaser when such products are made available to Purchaser from ATI’s Plant.

 

Intellectual Property

Assembly technologies agrees to protect Purchaser intellectual property to the best of its ability following industry standards for cybersecurity. In the unlikely event of a security breach, ATI shall not be held liable for disclosure of IP. Notwithstanding the fact that Purchaser compensates ATI for its services, any process or intellectual property developed by ATI for use with any products of Purchaser shall be the sole property of ATI.

Governing Law

Assembly Technologies’ Terms and all orders between interested parties shall be governed by the laws of the State of North Carolina without reference to its conflict of law principles.

 

Force Majeure

Assembly Technologies shall not be held liable for late deliveries and  shall not be liable for any loss or damage caused by delay in its performance hereunder where such delay or failure to deliver to any cause whatsoever that is beyond its control, including but not limited to an act of God, war, civil disturbance, governmental restrictions, prohibitions or enactments of any kind, import or export regulations, strikes, lock- outs or trade disputes (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, flood, fire or accident. Should any such event occur, Seller may cancel or suspend the order without incurring any liability for any loss or damage caused thereby.

 

Change requests

Assembly Technologies agrees to notify Purchaser upon any changes to the manufacturing process, raw materials or methods that may affect the quality of the Purchasers Product. ATI will not make changes to the AVL without Purchasers consent and approval. ATI reserves the right to revise process documents and instructions in the interest of continuous process improvements, protection of IP, address of internal and external audit findings, corrective actions and document enhancements without Purchaser notification as long as those revisions do not directly, or potentially, affect the quality of the product. It is Purchaser’s responsibility to notify ATI of any product or design changes prior to release of shipment. Any such changes by the Purchaser, without prior evaluation and approvals by ATI, could adversely affect the integrity of the product affecting fit, form and function of the product. Seller cannot assume liability for any quality or product performance issues if such changes are made without prior notification and evaluation. Additionally, it will also be the responsibility of the Purchaser to adequately notify ATI, in a timely manner, upon any change or revision to drawings, design requirements, product specifications, quality requirements and clauses, supplier requirements, purchasing notes, commercial terms and conditions. Such changes, without prior notification and evaluation by Seller, may delay delivery, product turnaround time, processing and may affect costing structure.

Corrective Actions

Assembly Technologies understand the importance of prompt response to NCRs. ATI will address Purchaser request for Corrective Actions based on legitimate concerns determined through sound due diligence processes such as but not limited to 8D. Any additional remedies, including cost recoveries, are addressed under commercial terms and conditions or this document. ATI takes exception to any and all Purchaser provisions that indicate a charge, credit adjustment or cost associated with a Corrective Action request.

 

Purchaser Audits and Visits

Purchaser and representative of Purchasers have the “right of entry” and/or perform audits. However, visits may have limitations to Seller processes based on Purchaser Confidentiality Agreements, existing customer programs that require confidentiality, Non-Disclosure Agreements and protection of intellectual property of Seller. ATI being an ITAR facility, requires Purchaser to present Valid form of ID such as US Passport, permanent resident card, State issued ID, etc. Purchaser representations that are not U.S. persons will not be allowed access to any production areas or other areas under controls of the Export Laws of the United States.