1.1 – “Customer” means the person, partnership, corporation or other entity identified as the customer or buyer in the applicable Quote and/or Order.
1.2 – “FINELINE” means Fineline entity set forth in the applicable Quote and/or Order.
1.3 – “Lead Time” means the time elapsed between the date of submission of an Order and the delivery of any Products to Customer.
1.4 – “Order” means a purchase order submitted by Customer to FINELINE for the purchase of Products.
1.5 – “Products” means the goods to be furnished under an Order to Customer in accordance with these Terms.
1.6 – “Terms” mean these Fineline Terms and Conditions of Sale.
1.7 – “Quote” means a quotation issued by FINELINE for the sale of Products to Customer.
2.1 – All sales of Products are subject to and expressly conditioned upon these Terms and upon Customer’s acceptance thereof. Orders will be submitted based on a valid Quote issued by FINELINE. An Order shall be deemed to be an offer to purchase, which FINELINE may accept or reject in its sole discretion. FINELINE’s acceptance of an Order is binding on FINELINE only if made by written instrument. Any automatic or computer generated response to an Order shall not be deemed acceptance of an Order. Response using EDI (Electronic Data Interchange) is considered as a written instrument.
2.2 – Once an Order is accepted by FINELINE in accordance with these Terms, it will be a binding obligation for FINELINE to deliver the applicable Products specified therein and a binding obligation on Customer to purchase the Products specified in the Order. Customer may not terminate, cancel or otherwise modify an accepted Order without the prior written approval of FINELINE.
2.3 – Customer undertakes and agrees to cooperate with and assist FINELINE in connection with any engineering queries relating to any Products, as reasonably requested by FINELINE, including, without limitation, by timely responding to any inquiries and questions submitted by FINELINE. Any engineering review performed by FINELINE does not and shall not infer any warranty or liability on FINELINE as to the design, functions and/or specifications of the Products, which are and shall remain the sole liability and responsibility of Customer. FINELINE reserve the right to amend any applicable prices and Lead Time set forth in a Quote and/or Order based on the results of FINELINE’s engineering review.
3.1 – All Products purchased pursuant to these Terms shall be delivered in accordance with the terms of delivery agreed between FINELINE and Customer in the applicable Order. Delivery terms shall be in accordance with INCOTERMS valid as of the date of the Order. If no delivery terms are agreed upon between the parties in the applicable Order, delivery shall be made Ex Works (EX) at the location of FINELINE facilities as specified in the Order. Title to the applicable Products shall pass to Customer upon payment in full for such Products in accordance with the terms hereof.
3.2 – Upon Customer’s receipt of the Products, Customer shall inspect the Products and immediately notify FINELINE in writing of any visible damages to or non-conformities of the Order. The applicable Products shall be deemed accepted by Customer, unless Customer provides notice of any such defect or nonconformity in accordance with the terms hereof.
3.3 – FINELINE will endeavor to meet the shipping and delivery dates mutually agreed upon between the parties in the applicable Order. If FINELINE is unable meet the delivery time agreed, FINELINE will endeavor to inform Customer in writing of the delay, the reasons for the delay and of a new time when delivery can be expected. FINELINE will make commercially reasonable effort to minimize any such delay in delivery. Customer shall not be entitled to any damages arising from a delay in delivery and hereby waives and releases FINELINE from any claims, directly or indirectly, related thereto.
3.4 – FINELINE reserves the right to make delivery in installments, unless otherwise expressly stipulated in the applicable Order. All such installments shall be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.
4.1 – Customer shall make payment to FINELINE of the applicable purchase price for the Products set forth in the Order. Prices do not include any applicable sales, use, excise or similar taxes, or other charges. Customer shall pay all sales, use, excise or similar taxes, or other charges, which FINELINE is required to pay, or to collect and remit in connection with the sale of any Products. If FINELINE is obligated to collect or pay any such taxes, the taxes will be added to the price quoted by FINELINE and charged to Customer.
4.2 – Customer shall pay all amounts due hereunder in accordance with the payment terms set forth in the applicable Order. Any late payment shall accrue interest at the monthly rate of the lesser of (i) one percent (1%), or (ii) the maximum interest allowable under applicable law. Interest will accrue daily beginning as of the date the payment is due until actual payment is made. Customer shall have no right of set-off or withholding, and no deduction of any amounts due from Customer to FINELINE shall be made without FINELINE’s prior express written approval
5.1 – Subject to the terms hereof, provided that Customer performs the soldering of the Products as part of a finished printed circuit board (PCB) product (“PCB Product”) prior to the date code printed on the Products, FINELINE warrants that the applicable Products shall be manufactured in all material respects in accordance with the specifications mutually agreed upon in the applicable Order (“Specifications”) and shall conform to IPC 6012 class 2 or IPC 6013 class 2 for Rigid and Flex boards respectively, unless otherwise stated by FINELINE in writing. The foregoing limited warranty shall (i) continue for the term specified in the table below from the date of Customer’s manufacture of the PCB Product (“Warranty Period”); and (ii) not apply to any defects, damages, failures or malfunctions arising from (a) any Products that have been modified, altered, or enhanced without FINELINE’s prior written consent; (b) problems that arise from any mishandling, misuse, accident, unsuitable physical or operating environment, or improper maintenance, installation, storage (for example in improper conditions of heat and humidity and not in their original package), transportation or operation of the Products; (c) failure caused by any third party products or services; and (d) Customer’s (or any one on its behalf) negligence or willful misconduct.
| PCB TYPE | Warranty Period (from the date of Customer’s manufacture of the applicable PCB Product) |
|---|---|
| ENIG, HAL，HAL LF, flash gold, ENEPIG | 12 Months |
| Imm.Tin, Imm.Ag | 6 Months |
| OSP | 3 Months |
5.2 – Customer’s sole and exclusive remedy for breach of the warranty set forth in Section 5.1 shall be that, during the Warranty Period, FINELINE, at its sole discretion, will either: (i) repair or replace the applicable non-conforming portion of the Products, or (ii) refund Customer the purchase price paid by Customer for the applicable non-conforming portion of the Products.
5.3 – To claim the benefit of the foregoing warranty, Customer must notify FINELINE during the Warranty Period of any defect, in writing, within 14 days from the day a defect has been detected by Customer. Any notice of a defect shall include a description of the defect, a photograph of the defected product, product part number, order number, quantity of defected boards.
5.4 – FINELINE will be entitled to investigate the cause of any alleged defects or non-conformities. This may include, but not limited to, destructive testing on bare and or populated boards. Customer agrees to provide FINELINE with reasonable assistance in the investigation of any such alleged defect or non-conformity, including, providing FINELINE’s engineers and other representatives with access to assembly process, storage area and providing necessary information that may assist in determining the cause of the applicable defect or non-conformity.
5.5 – THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY FINELINE IN CONNECTION WITH THE PRODUCTS AND ANY SALE THEREOF UNDER THESE TERMS. FINELINE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND FINELINE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH IN THE APPLICABLE ORDER. FINELINE’S SOLE AND EXCLUSIVE OBLIGATION, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION 5 SHALL BE REPAIR OR REPLACEMENT OF THE APPLICABLE NON-CONFORMING PRODUCTS IN ACCORDANCE WITH THESE TERMS.
Each party (“Receiving Party”) may receive certain confidential and proprietary information related to the products, services, technology and business (“Confidential Information”) of the other party (“Disclosing Party”). The Receiving Party agrees to keep such information confidential and not use such Confidential Information except in performance of its obligations or exercise of its rights hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to the Confidential Information of the Disclosing Party, as shown by contemporaneous documentary evidence (ii) disclosed in published materials, (iii) generally known to the public, and (iv) lawfully obtained from any third party without restrictions. The foregoing will not restrict the Receiving Party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency or tribunal or other governmental body, provided that, to the extent legally permitted, the Receiving Party gives reasonable written notice to the Disclosing Party to contest such order or requirement. The pricing offered by FINELINE to Customer and the terms and conditions of any Quote and/or Order are the Confidential Information of FINELINE.
To the maximum extent allowed by law, Customer shall, at Customer’s expense, indemnify, defend and hold harmless FINELINE and its affiliates and their respective directors, officers, employees, agents, successors, assigns (each an “Indemnified Party“) from and against all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively, “Claims“), including reasonable attorneys’ fees, that the Indemnified Party may suffer or incur arising out of or in connection with the Products, including, without limitations, any Claims of infringement or violation of any third party patent, copyright, trade secret trademark, or other intellectual property right; product liability claims or any personal injury (including death) or damage to property, except for Claims solely caused by the gross negligence or willful misconduct of FINELINE in the manufacture of the Products. If any Claim is commenced against an Indemnified Party, FINELINE shall provide notice to Customer as promptly as practicable. The failure to provide such notice will relieve Customer of its obligations hereunder only to the extent that Customer is prejudiced by the failure to receive notice.
8.1 – IN NO EVENT SHALL FINELINE AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
8.2 – IN NO EVENT SHALL FINELINE’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY NATURE ARISING OUT OF THESE TERMS EXCEED THE PURCHASE PRICE PAID BY CUSTOMER UNDER THE APPLICABLE ORDER TO WHICH SUCH LIABILITY RELATES; AND WITH RESPETC TO AN INDIVIDUAL PRODUCT – FINELINE’S LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR SUCH A PRODUCT.
FINELINE shall not be responsible for any delay or non-performance of its obligations under these Terms arising from any cause or causes beyond its control, including war, acts of God, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, embargoes, export, shipping or remittance restrictions, strikes, labor shortages or disputes, lockouts, , earthquakes, fires, epidemic, pandemic, or public health emergency, utility or communication failures, delays or defaults caused by carriers, floods or governmental seizure, control or rationing.
10.1 – The laws that govern these Terms, and the competent courts which shall have the sole and exclusive jurisdiction over any dispute, claims or legal actions in connection with these Terms, shall be determined based on the location in which FINELINE is domiciled, as set forth below:
| If FINELINE is domiciled in: | Governing Law: | Courts with exclusive jurisdiction: |
|---|---|---|
| Israel or any other country or state outside of Europe of North America. | The laws of the State of Israel | Tel-Aviv-Yafo, Israel |
| Europe | The laws of England and Wales | London, England |
| North America | The laws of the State of New York | New York County, State of New York |
Subject to the foregoing, the UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claims or legal actions by one party against the other arising under these Terms and/or any sale and purchase of Products hereunder or any transaction contemplated hereby or concerning any rights hereunder shall be commenced and maintained in the competent courts set forth above. Both parties hereby submit to the jurisdiction and venue of any such court.
10.2 – These Terms, together with any Order accepted by FINELINE in accordance with the terms hereof, constitute the entire agreement between the parties regarding the subject matter hereof, notwithstanding any other terms that might be contained in any purchase order or other document received from Customer or submitted to FINELINE. These Terms may only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by FINELINE of any terms and conditions of these Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect.
10.3 – If Customer should fail in any manner to fulfill the terms and conditions of these Terms, FINELINE may defer further shipments of any Products until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to FINELINE.
10.4 – These Terms are not transferable by either party without the prior written consent of the other party, except that FINELINE may assign these Terms without Customer’s consent to its affiliates or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of FINELINE’s assets.
10.5 – The provisions of these Terms which, by their terms, require performance after the termination or expiration or have application to events that may occur after the termination or expiration of an Order, will survive the termination or expiration of an Order.