Flex Circuit Solutions, LLC (FCS)

Standard Terms & Conditions of Sale

Revision: Rev B.2

Effective Date:  8-01-2025

These Terms & Conditions (“Terms”) apply to all quotations, purchase orders, and sales of products and services (“Products”) provided by Flex Circuit Solutions, LLC (“FCS”). Submission of a purchase order (“PO”) constitutes Customer’s acceptance of these Terms unless a separate mutually executed agreement supersedes them.

1. QUOTATIONS & VALIDITY

• 1.1 All quotations issued by FCS are valid for 30 days, unless stated otherwise.

• 1.2 All quoted shipments are FOB Origin, unless written otherwise in the quote.

• 1.3 Pricing is based solely on the specifications and documentation provided at the time of quotation. Any change to documentation, materials, stack-up, tolerances, or quantities may require a revised quote.

• 1.4 Lead time begins only after FCS has received:

  • A complete and correct Purchase Order

  • All required drawings, Gerber data, stack-ups, materials, and documentation

  • Full completion of all DFM-related questions, clarifications, and Customer approvals

  • Authorization and release of applicable tooling/NRE

• Lead time does not begin until all open DFM items and documentation discrepancies are fully resolved and approved by FCS.

2. ORDER ACCEPTANCE

• 2.1 No order is considered accepted until FCS issues a written order acknowledgment.

• 2.2 FCS rejects all Customer terms and conditions unless expressly accepted in writing by FCS.

• 2.3 Any changes to orders, ship dates, or quantities must be approved in writing by FCS.

• 2.4 FCS may require prepayment or credit review based on Customer financial risk.

3. ORDER CANCELLATION, RESCHEDULE & LIABILITY

• 3.1 Customer cancellation, reschedule, or order reduction requests must be approved in writing by FCS.

• 3.2 If an order is cancelled or delayed, Customer is responsible for:

  • 100% of finished goods

  • WIP (Work in Process)

  • Raw materials purchased or allocated specifically to the order

  • Obsolete or unusable materials resulting from the cancellation

  • Tooling, NRE, setup, and engineering costs

  • Lost profit associated with reduced or cancelled quantities

• 3.3 Cancellation voids warranties for incomplete goods.

4. ENGINEERING CHANGES (ECOs)

• 4.1 ECO requests must be submitted in writing with adequate detail.

• 4.2 FCS will evaluate ECOs and provide written confirmation of:

  • Revised pricing

  • Revised lead time

  • Impact to WIP

  • Impact to raw or allocated materials

  • Obsolete or scrapped materials caused by the ECO

  • Required NRE or tooling modifications

• 4.3 FCS will not proceed until Customer approves all impacts in writing.

• 4.4 Customer is responsible for all Costs resulting from an ECO, including:

  • WIP affected by the change

  • Allocated or purchased raw materials

  • Obsolete or scrapped materials

  • Rework or remake labor

  • Tooling changes

  • Additional engineering or NRE

  • Lost profit on cancelled or reduced quantities

• 4.5 ECO changes automatically extend the delivery schedule. Lead time restarts after all DFM items and revised documentation are approved.

5. DELIVERY, SHIPPING & TITLE TRANSFER

• 5.1 All shipments are FOB Origin, unless otherwise quoted.

• 5.2 Title and risk of loss transfer to Customer upon delivery to the carrier.

• 5.3 Shipping costs, insurance, customs fees, duties, and tariffs are the Customer’s responsibility unless quoted otherwise.

• 5.4 FCS is not liable for delays caused by carriers, customs, or force majeure events.

6. INSPECTION & ACCEPTANCE

• 6.1 Customer must inspect Products within 10 business days of receipt.

• 6.2 Any claim must be submitted in writing within that period.

• 6.3 Failure to notify FCS constitutes acceptance.

• 6.4 Returns require an FCS-issued RMA.

7. WARRANTY (90 DAYS)

• 7.1 FCS warrants that Products will conform to Customer specifications for 90 days from shipment.

• 7.2 Warranty does not apply to:

  • Customer-supplied components or materials

  • Products damaged due to improper handling, ESD, assembly, or storage

  • Alterations or repairs performed by Customer or third parties

  • Cosmetic conditions not affecting form, fit, or function

• 7.3 FCS’s sole obligation under warranty is repair, replacement, or credit, at its discretion.

• 7.4 Customer is responsible for inbound freight on warranty returns.

• 7.5 No other warranties, including implied warranties of merchantability or fitness, apply.

8. CUSTOMER RESPONSIBILITY & DESIGN OWNERSHIP

• 8.1 Customer retains full ownership of all design, specifications, and intellectual property.

• 8.2 Customer is solely responsible for the functional performance and regulatory compliance of its design.

• 8.3 FCS engineering reviews (including DFM) do not transfer design responsibility.

9. INTELLECTUAL PROPERTY & CONFIDENTIALITY

• 9.1 Each party retains ownership of its proprietary information and IP.

• 9.2 Customer grants FCS a limited license to use data solely to fulfill the order.

• 9.3 Upon request, FCS will return or destroy Customer confidential information.

• 9.4 Confidentiality obligations survive termination.

10. INDEMNIFICATION

• 10.1 Customer shall indemnify, defend, and hold harmless FCS from any claim, loss, liability, or expense, including attorneys’ fees, arising from:

  • Customer’s design, specifications, or intended use

  • Customer-supplied materials or components

  • Downstream processing, assembly, or system integration

  • Misuse, mishandling, or improper application of Products

  • Regulatory, environmental, or safety noncompliance

  • Product failures arising from Customer design decisions

• 10.2 These obligations survive termination.

11. LIMITATION OF LIABILITY

• 11.1 FCS’s total liability shall not exceed the purchase price of the affected Products.

• 11.2 FCS shall not be liable for consequential, incidental, punitive, or special damages.

12. FORCE MAJEURE

• FCS is not liable for delays caused by events beyond reasonable control.

13. ASSIGNMENT

• Customer may not assign rights or obligations without FCS’s written consent.

14. GOVERNING LAW, VENUE & ATTORNEYS’ FEES

• These Terms are governed by the laws of the State of California. Venue is in California courts. The prevailing party is entitled to attorneys’ fees.

15. SURVIVAL

• Confidentiality, indemnification, IP, and liability obligations survive termination.