Manufacturer Purchase Order Terms and Conditions

Flex Circuit Solutions LLC | Revision A.2 | October 30, 2026

These Terms govern purchases of manufactured products, assemblies, tooling, and related services by Flex Circuit Solutions LLC (“FCS” or “Buyer”) from the manufacturer or other supplier identified on the purchase order (“Supplier”). “Order” means the FCS purchase order, its accepted amendments, and the documents incorporated into it. “Products” includes the goods and services ordered.

1 Order acceptance and precedence

1.1 FCS’s offer to purchase is expressly limited to these Terms. Supplier shall acknowledge the Order in writing within five business days, confirming price, quantities, revisions, manufacturing location, and delivery dates, and identifying any exceptions before starting work. Supplier’s acknowledgment, commencement of performance, or shipment constitutes acceptance to the extent permitted by law. FCS rejects additional or conflicting Supplier terms, including quotation, acknowledgment, invoice, website, and shipping terms, unless an authorized FCS representative expressly accepts them in writing.

1.2 A mutually signed master agreement controls an actual conflict within its scope unless the parties validly amend it. Next in priority are mutually agreed written Order amendments and deviations, specific terms stated on the FCS purchase order, and these Terms. Incorporated drawings, specifications, and FCS-approved DFM dispositions establish technical requirements; an approved deviation controls the particular requirement it expressly changes. Supplier shall seek clarification before proceeding if technical requirements conflict. Customer terms or quality agreements bind Supplier only when specifically identified, provided, and accepted as part of the Order; there is no automatic incorporation of undisclosed customer obligations.

2 Price invoicing and payment

2.1 Prices are firm and include packaging, testing, required certifications, and all charges necessary for performance except items expressly excluded on the accepted Order. No price increase, surcharge, or additional tooling or engineering charge is payable without FCS’s prior written approval.

2.2 Payment terms are those expressly agreed on the Order or in the governing signed agreement, including any negotiated month-end or Net 90 arrangement. If neither specifies payment terms, payment is due ninety calendar days after the later of receipt of a correct invoice and delivery of the invoiced Products with required documentation. No deposit or advance payment is required unless expressly agreed. Supplier shall invoice no earlier than shipment for Products or completion of agreed service or tooling milestones.

2.3 Each invoice must identify the FCS PO, part number and revision, quantities, unit prices, shipment details, and separately approved charges. FCS shall promptly identify a good-faith dispute and pay undisputed amounts when due. FCS may withhold the amount reasonably related to that dispute and offset established credits or amounts Supplier agrees, or a final binding decision determines, are owed to FCS. No unilateral late fees apply. FCS payment is not contingent on collection from its customer.

3 Approved requirements and DFM release

3.1 Supplier shall review the provided drawings, data, materials, tolerances, and test requirements for manufacturability and identify known conflicts or limitations before production. Work shall use only the revision and DFM disposition expressly approved in writing by FCS. Direct customer communications are not authorization to change the Order unless FCS confirms them.

3.2 Each deviation or DFM approval must identify the affected part, revision, condition, and authorized lots or quantities. Approval changes only the identified requirement. Products conforming to that approved condition are not nonconforming solely because they differ from the superseded requirement. Approval does not excuse unrelated defects or nonconforming workmanship. Supplier shall not represent that approval establishes fitness for an end application.

3.3 FCS and its customer retain responsibility for supplied product designs, system integration, and application qualification. Supplier remains responsible for its manufacturing methods, workmanship, compliance with agreed build requirements, and any design or engineering work Supplier expressly undertakes. Supplier shall promptly flag a known safety or functional concern and obtain FCS direction before proceeding with affected work. Prototype status alone does not waive conformity to approved build requirements.

4 Manufacturing changes and subcontractors

4.1 Supplier shall obtain FCS’s prior written approval before changing agreed materials, sources, stack-ups, manufacturing sites, critical processes, approved subcontractors, tooling affecting conformity, or inspection and test methods. Supplier shall provide at least 120 days’ advance notice where reasonably practicable, or the longer period expressly agreed for the program. An emergency requires notice within two business days after awareness, a containment plan, and written approval before changed Products ship; notification alone is not approval.

4.2 Supplier may use disclosed, qualified subcontractors for approved operations and remains responsible for their work. Core manufacturing transfers and new subcontractors for critical or special processes require prior FCS approval. Supplier shall flow down applicable quality, traceability, confidentiality, intellectual property, and change-control requirements. Supplier shall not dispose of or transfer FCS or customer property to a subcontractor without authorization.

4.3 Supplier shall monitor materials and components for impending obsolescence, discontinuance, or loss of supply. Supplier shall promptly notify FCS when known, identifying affected Products, anticipated last-order and last-delivery dates, available inventory, last-time-buy options, and proposed alternatives. Supplier shall provide as much advance notice as reasonably available and cooperate on continuity planning. No last-time buy, replacement, or substitution is authorized without FCS’s written approval.

5 Quality inspection and documentation

5.1 Supplier shall maintain a quality system appropriate to the Order and any certifications expressly required for the named facility. Only certifications actually held by that facility may be represented. Products shall be made from new, authentic, traceable materials and meet the agreed specifications, applicable legal requirements, and expressly identified industry standards. No certification, regulatory status, or industry standard is implied merely from the intended market.

5.2 Supplier shall inspect and test before shipment under the agreed control plan. Each shipment shall include a certificate of conformity identifying PO, part and revision, quantity, manufacturing site, lot or date codes, and approved deviations. Supplier shall supply material certifications, electrical test records, first-article reports, and other data when required by the Order. Required traceability and inspection records shall be retained for seven years after final delivery, or longer if expressly agreed or legally required.

5.3 FCS may conduct reasonable audits on ten business days’ notice, or two business days for a documented quality concern, subject to reasonable confidentiality and facility-safety controls. Regulatory access and subcontractor access shall follow applicable law and accepted program requirements. FCS inspection or approval does not transfer Supplier’s manufacturing responsibility.

5.4 Supplier shall maintain inspection and test equipment suitable for the required measurements, calibrated at appropriate intervals with traceability to recognized national or international standards. Supplier shall retain calibration and personnel qualification records and use personnel trained and qualified for their assigned work. Supplier shall promptly notify FCS if an out-of-calibration condition could affect delivered Products and assess affected lots.

5.5 Supplier shall promptly notify FCS of suspension, withdrawal, expiration without renewal, or a material scope change in a certification required for the Order. Quality records shall remain legible, identifiable, retrievable, protected, and traceable to the Order. Before disposing of required records after the applicable retention period, Supplier shall give FCS at least thirty days’ written notice and an opportunity to obtain copies or arrange transfer. Records subject to a notified claim, investigation, or legal hold shall be preserved until release.

5.6 Supplier shall maintain reasonable counterfeit-prevention controls appropriate to the Products. Electronic components shall be purchased from the original manufacturer or its authorized distributors unless FCS approves another source in writing. Supplier shall preserve source traceability, segregate suspect material, promptly report suspected counterfeit Products affecting an Order, and cooperate in investigation and disposition. Supplier shall not reintroduce suspect or confirmed counterfeit material into the supply chain and shall flow down applicable controls to its suppliers.

6 Delivery shipping and risk

6.1 Agreed delivery dates are material Order requirements. Supplier shall immediately report expected delay, cause, affected quantities, and recovery actions. Early, excess, partial, or substitute shipments require FCS approval. If delay is attributable to Supplier, Supplier shall bear reasonable incremental expediting costs approved by FCS and reasonably necessary to meet the agreed schedule.

6.2 Unless the Order states otherwise, delivery is FCA Supplier’s manufacturing facility at the address identified on the Order, Incoterms 2020. Supplier shall package appropriately, load the collecting vehicle arranged by FCS or its designee, and complete export clearance. FCS bears onward freight, optional cargo insurance, import clearance, duties, and taxes unless expressly agreed otherwise. Risk transfers on delivery under the agreed Incoterm. Supplier remains responsible for damage attributable to inadequate packaging or other Supplier breach.

6.3 Title to Products passes to FCS upon the earlier of payment for the identified Products or delivery, free of liens. Early title transfer does not shift transit or custody risk ahead of the agreed delivery point. Supplier shall segregate and identify paid-for inventory when requested. Shipping documents shall accurately state origin, value, classification information within Supplier’s responsibility, and the designated consignee. Customer-direct shipments shall follow FCS’s written instructions.

6.4 Packaging, handling, storage, and preservation shall protect Products against foreseeable transit and storage damage, contamination, electrostatic discharge, and moisture where applicable. Supplier shall identify applicable storage conditions, manufacture or cure dates, expiry dates, and special handling requirements. Shelf-life Products shall meet the minimum remaining life stated on the Order; if none is stated, Supplier shall disclose remaining life and obtain FCS approval before shipping material with less than seventy-five percent remaining shelf life. Required safety data sheets shall accompany applicable materials.

7 Receipt acceptance and warranty

7.1 FCS shall use reasonable efforts to report readily discoverable shortages, transit issues, or nonconformities within thirty calendar days after physical receipt at the designated destination. Receiving entries, payment, initial inspection, or failure to discover a latent defect do not waive warranty rights. Customer qualification is not an additional payment milestone unless expressly agreed in the Order.

7.2 Supplier warrants that Products conform to the approved requirements, are free of defects in materials and workmanship and unauthorized substitutions, and are delivered with good title. The warranty lasts twenty-four months after delivery to FCS or its designated recipient, unless a different period is expressly agreed. Repaired or replaced Products are warranted for the longer of the remaining original period or ninety days after redelivery. Supplier does not warrant FCS/customer design functionality except for design obligations expressly undertaken by Supplier.

8 Nonconforming Products and corrective action

8.1 Upon notice, Supplier shall promptly contain affected inventory, acknowledge the issue within two business days, and provide an initial investigation or containment response within five business days. A corrective-action report is due within fifteen business days unless the parties agree a different investigation schedule. Supplier shall notify FCS within two business days after discovering a suspected escape affecting delivered Products and immediately for a known serious safety concern.

8.2 For substantiated Supplier nonconformity, FCS may require repair, replacement, or refund of the affected purchase price. Supplier shall bear reasonable return freight, redelivery, and necessary documented inspection, sorting, and rework costs attributable to its breach. Supplier shall receive a reasonable opportunity to investigate and cure; FCS may arrange urgent containment where reasonably necessary to protect safety or avoid further loss, with prompt notice and supporting records. FCS shall not recover the same loss twice.

8.3 Supplier shall cooperate in failure analysis and provide relevant build, process, test, and traceability records. Neither party shall unilaterally attribute a design issue to manufacturing, or vice versa, without a reasonable factual basis. Technical cooperation and partial payment do not by themselves settle the disputed balance or waive claims.

8.4 If Supplier fails to deliver or cure a substantiated nonconformity within the agreed schedule or a reasonable period stated in FCS’s written notice, FCS may obtain substitute products or services elsewhere and recover reasonable, documented incremental procurement and expediting costs caused by Supplier’s breach. FCS shall reasonably mitigate loss and avoid duplicate recovery. Urgent protective action remains permitted under Section 8.2; governing signed agreements and applicable law remain controlling.

9 Supplier responsibility and indemnification

9.1 Supplier is responsible for reasonable, documented losses caused by its breach, negligence, unauthorized changes, defective workmanship, or failure to meet approved requirements, subject to applicable law. Recoverable losses may include reasonable customer chargebacks, substitute procurement, expediting, field correction, and recall costs to the extent caused by Supplier and reasonably foreseeable. Supplier does not automatically assume every obligation FCS owes its customers; causation, allocation of fault, mitigation, and the accepted Order remain applicable.

9.2 Supplier shall defend, indemnify, and hold harmless FCS and its officers, employees, and customers against third-party claims, damages, and reasonable defense costs to the extent arising from Supplier’s negligence, willful misconduct, nonconforming manufacture, or infringement by Supplier-provided technology or processes. This obligation excludes the portion caused by FCS/customer design, instructions, modifications, or misconduct, except to the extent Supplier independently contributed to the loss. No indemnity is created solely because conforming Products do not achieve an application result not warranted by Supplier.

9.3 FCS shall promptly notify Supplier of a claim and permit Supplier to control the defense with competent counsel, subject to reasonable oversight for conflicts of interest. A settlement imposing an admission, nonmonetary obligation, or unreimbursed payment on an indemnified party requires that party’s consent. FCS shall provide reasonable cooperation at Supplier’s expense. Supplier shall not settle directly with a customer on FCS’s behalf without authorization.

9.4 No Supplier limitation to the parts price or exclusion of the losses described in this Section applies unless FCS expressly accepts it in writing. No fixed Supplier liability cap is established by these Terms. Any cap in a governing signed agreement remains subject to Section 1.2. Supplier shall maintain commercially reasonable liability insurance appropriate to the work and provide evidence on request; specific limits or additional-insured requirements must be stated in the Order or agreed program requirements.

10 FCS liability

10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, FCS SHALL NOT BE LIABLE TO SUPPLIER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS ON UNPERFORMED WORK. FCS’S AGGREGATE LIABILITY ARISING FROM AN ORDER SHALL NOT EXCEED THAT ORDER’S TOTAL PRICE. THIS CAP DOES NOT EXCUSE PAYMENT FOR CONFORMING PRODUCTS AND SERVICES OR APPROVED CANCELLATION COSTS OTHERWISE OWED UNDER THE ORDER. LIABILITY THAT CANNOT LAWFULLY BE LIMITED IS NOT EXCLUDED.

11 Intellectual property and purchased property

11.1 FCS and customer drawings, designs, data, and pre-existing intellectual property remain their respective owners’ property. Supplier retains its pre-existing and independently developed manufacturing technology and general know-how (“Background IP”). Disclosure grants no ownership or license except the limited permission in this Section. FCS grants permission only to the extent FCS is authorized to do so.

11.2 Supplier may use and reproduce FCS/customer materials only as necessary to fulfill authorized FCS Orders. Access is limited to personnel and FCS-approved subcontractors with a need to know and written obligations at least as protective as these Terms. Supplier remains responsible for their compliance. No use for unrelated customers, independent commercialization, or other production is authorized.

11.3 Supplier shall not manufacture for sale or supply to anyone other than FCS or its written designee using FCS/customer designs, files, or purchased tooling. Reasonable process overbuild needed to fulfill an Order is permitted, but excess units, samples, overruns, rejects, and scrap shall not be sold, diverted, or distributed without FCS’s written approval. Supplier shall maintain appropriate controls and securely destroy or dispose of such items as directed, subject to legally required retention.

11.4 “Commissioned Deliverables” means custom designs, drawings, test programs, software, engineering documentation, and other development outputs expressly identified in the accepted Order as commissioned and paid for by FCS. Upon full payment for those deliverables, Supplier hereby assigns to FCS all transferable intellectual property rights in them, excluding Background IP and disclosed third-party materials. Supplier shall obtain necessary employee and subcontractor assignments and execute reasonable documents to confirm ownership. Ordinary unit pricing, DFM suggestions, and routine process engineering do not alone make Supplier’s general manufacturing technology a Commissioned Deliverable.

11.5 Supplier shall identify embedded Background IP and third-party restrictions before FCS approves the commissioned work. For Background IP embedded in, or necessary to use, paid Commissioned Deliverables, Supplier grants FCS a perpetual, worldwide, nonexclusive, royalty-free license, transferable with the relevant program and sublicensable to FCS’s customers and replacement service or manufacturing providers, solely to use, maintain, modify, and reproduce those deliverables and make, have made, use, and sell the associated Products. This does not require disclosure of unrelated process secrets. Supplier shall obtain sufficient third-party rights or obtain FCS’s written approval of restrictions before incorporation.

11.6 Order-specific tooling, fixtures, and physical deliverables expressly purchased by FCS become FCS property upon payment. Supplier shall label, safeguard, maintain, and use them only for authorized work, keep them free of liens to the extent permitted by law, and return or transfer them promptly on instruction. Supplier shall deliver paid Commissioned Deliverables in the agreed editable/native formats, with source code, access credentials, and operating documentation where commissioned or necessary for their agreed use. No unauthorized destruction, transfer, sale, or disposal is permitted.

11.7 At completion or on request, Supplier shall return or securely destroy FCS/customer materials and unauthorized copies and certify compliance on request. Legally required records and inaccessible routine backups may be retained under continuing confidentiality and nonuse obligations. Supplier shall promptly report suspected misuse or infringement involving these materials and cooperate in containment. Ownership, applicable licenses, confidentiality, and use restrictions survive termination. Separate signed IP, NDA, and customer-protection agreements remain controlling under Section 1.2.

11.8 For all Products purchased under an Order, Supplier grants FCS, its customers, and authorized users a nonexclusive, worldwide, royalty-free license under Supplier-controlled intellectual property incorporated in or necessary for the Products, to use, integrate, resell, distribute, maintain, repair, and support the purchased Products for their intended purposes. Supplier shall disclose third-party restrictions before Order acceptance and obtain sufficient rights or FCS’s written approval. This license does not independently authorize reproduction of Supplier’s proprietary manufacturing technology or manufacture of additional units; rights in commissioned work remain governed by Sections 11.4 and 11.5.

12 Confidentiality and customer communications

12.1 Supplier shall protect FCS/customer confidential information, restrict access to personnel and approved subcontractors who need it, and use it only for the Order. Exceptions are information demonstrably public without breach, already lawfully held, independently developed, or lawfully obtained without restriction. Legally compelled disclosure requires prior notice where permitted and reasonable protective measures. Supplier shall promptly report suspected unauthorized disclosure. Separate NDAs and customer-protection agreements remain controlling within their scope. Supplier shall route commercial changes and customer inquiries concerning the FCS Order through FCS; this provision creates no blanket customer exclusivity beyond separate agreed protections.

12.2 Supplier shall not use FCS’s or its customers’ names, trademarks, logos, product photographs, designs, or program details in publicity, advertising, customer lists, case studies, trade shows, or other public disclosures without the relevant owner’s prior written approval, except disclosures legally required and handled under Section 12.1.

13 Order changes cancellation and suspension

13.1 Only an authorized FCS representative may approve an Order change. Before implementing a change, Supplier shall state its documented effects on price, materials, WIP, tooling, and delivery, and obtain written agreement. Supplier shall not rely on verbal customer instructions. FCS may direct a temporary hold on affected work while a discrepancy or change is resolved; the parties shall promptly agree reasonable schedule and unavoidable cost effects.

13.2 FCS may cancel unperformed work for convenience by written notice. FCS shall pay for conforming completed Products and reasonable, documented, noncancelable WIP and materials specifically committed for the Order before notice, less salvage, reuse, avoided costs, prior payments, and other recoveries. Supplier shall mitigate and submit its supported claim within thirty days. No lost profits on unperformed work or duplicate charges are payable. Approved charges shall not exceed the price of the canceled portion. Supplier shall deliver paid-for items as directed.

13.3 For material breach, the nonbreaching party may give written notice and ten business days to cure, or an agreed recovery plan if cure reasonably requires longer. Serious safety, confidentiality, or unlawful-performance issues permit immediate protective suspension. Supplier may suspend for overdue undisputed balances only after identifying them in writing and allowing ten business days after receipt to pay; Supplier may not hold paid-for tooling or unrelated shipments to compel acceptance of new terms. Lawful remedies and obligations under controlling agreements remain applicable.

14 Compliance and force majeure

14.1 Each party shall comply with laws applicable to its activities, including export/import controls, sanctions, anti-bribery, labor, and environmental requirements. Supplier shall disclose the actual manufacturing country and shall not misstate origin or certifications. Controlled technical data shall not be transferred to unauthorized persons or locations. ITAR, domestic-source, medical, aerospace, and similar special requirements apply when legally applicable or expressly accepted for the program; FCS shall not send controlled data before required authorization is established.

14.2 Supplier shall provide accurate material-compliance declarations and supporting information reasonably requested for the Order, including RoHS, REACH, and responsible-minerals CMRT or EMRT reporting where applicable to the Products and agreed requirements. Supplier shall exercise reasonable supply-chain due diligence, disclose applicable exemptions and known noncompliance, and promptly report changes affecting prior declarations. Supplier shall not certify compliance without a reasonable factual basis. Additional customer, industry, or government requirements apply as provided in Section 1.2 or by applicable law.

14.3 A party affected by an event beyond its reasonable control shall promptly notify the other, explain its expected duration, mitigate, and provide recovery updates. Ordinary price increases or avoidable internal capacity issues do not alone excuse performance. A qualifying event extends affected performance only for its actual impact and does not excuse payment already due. If it continues more than thirty days, FCS may cancel the affected unperformed portion without lost-profit charges, subject to reasonable treatment of previously authorized committed costs under Section 13.

14.4 Supplier shall maintain reasonable business-continuity and recovery arrangements appropriate to the work, addressing critical material supply, production interruptions, essential records, and information systems. Supplier shall maintain appropriate access controls, data backups, and safeguards for FCS/customer information and periodically review recovery arrangements. Supplier shall notify FCS without undue delay, and within two business days after awareness, of a material disruption or suspected security incident affecting FCS/customer information or Order performance, subject to any shorter applicable requirement. Supplier shall contain the issue, preserve relevant evidence, provide available impact and recovery information, and cooperate in mitigation. FCS may request a reasonable summary of continuity arrangements without requiring unrelated confidential information.

15 Governing law and disputes

15.1 California law governs, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The parties shall first escalate a dispute to their commercial managers for good-faith resolution for thirty days after written notice. Unless a governing signed agreement provides otherwise, disputes shall be resolved in state or federal courts located in Los Angeles County, California, and each party consents to personal jurisdiction there. Any international arbitration arrangement must be separately agreed in writing; these Terms do not create one.

15.2 The prevailing party in an enforcement action may recover reasonable attorneys’ fees and costs to the extent permitted by law. Notices shall be sent to the parties’ designated PO or contract contacts, with legal notices also sent to their designated business addresses. No assignment of performance is permitted without FCS consent, except as a controlling signed agreement allows. Unenforceable provisions shall be limited or severed without invalidating the remainder. Payment, warranty, remedies, indemnity, confidentiality, property, and dispute provisions survive to the extent necessary to give them effect. The revision supplied or incorporated before Order acceptance governs; later website revisions do not automatically amend existing Orders.

15.3 A failure or delay to enforce a right, prior accommodation, payment, inspection, or acceptance of a particular deviation does not by itself waive other or future rights. Any waiver must be in writing by an authorized representative, identify the particular obligation or breach, and apply only to that instance. Remedies are cumulative to the extent permitted by law, subject to express limitations in controlling agreements and no duplicate recovery.