Shipping will be F.O.B. FTL. All shipping costs will be billed to the customer.
All test software IP and test hardware will remain the property of Spacerep OÜ ("Spacerep"). If customers consign test software and hardware, ownership of consigned software and hardware will remain with the customer.
Basic electrical failure verification is included in this pricing proposal. Basic electrical verification includes the effort necessary for Spacerep to assure itself that failing devices are truly failures and were not caused by items including but not limited to improper load board seating, socket wear-out, or handler misalignment. It does not include any effort to determine the root cause failure of a device, characterisation work, or any other analysis not required to verify that failing devices are valid failures.
Electrical and/or physical analysis for root cause failure determination is available but requires a separate quotation. Electrical failure analysis is charged by the hour. Physical failure analysis work is quoted on a line-item basis as required.
Costs for customer-specific test hardware (e.g. load boards, probe cards, test sockets, burn-in boards, etc.) that require replacement or rework due to normal production usage will be charged to the customer. Replacement costs include labour for rework, material costs, ordering, and shipping and handling.
The buyer agrees that if this quotation is accepted — by issuance of a purchase order, shipment of die, or otherwise — the contract with respect to the products covered by this quotation/offer will consist in its entirety of the terms and conditions appearing in this quotation/offer, excluding all terms and conditions of the buyer's purchase order which are in conflict with, or in addition to, the terms and conditions appearing herein. Any additional or different terms proposed by the buyer are hereby expressly rejected unless expressly agreed to in writing by Spacerep. The terms and conditions of this quotation supersede any and all prior verbal or written understandings, representations, prior revisions of the quotation, or other terms and conditions between the parties unless agreed to in writing by Spacerep.
Spacerep shall perform the assembly and/or test services in accordance with the buyer's product assembly specifications, test programs, and other requirements as mutually agreed to by the parties (the "Specifications"), the particulars of which shall be explicitly set forth and detailed in writing in the Spacerep Customer Process Flow ("CPF") document, as amended from time to time by the parties (or by its contractors).
Pricing is established in the Spacerep quotation. Prices do not include freight forwarding charges, taxes, customs, or import duties, or other similar fees or amounts, unless specifically stated otherwise in the quotation.
The prices set forth in the quotation are subject to increase if the price of fabricated gold exceeds $400 per troy ounce, as quoted by the London Fix. The specific amount of the price adder will be determined based on the gold content of the affected package(s), and will be applied to packages two days prior to shipment.
All payments are due within 30 days from the invoice date. Payments shall be in EUR (unless otherwise stated). The buyer shall advise Spacerep's accounts department immediately of any discrepancies in regard to any invoice. The buyer agrees that all line items not in question or dispute shall be paid within the prescribed payment term. Spacerep reserves the right to assess appropriate finance charges for delinquent payments.
Spacerep's delivery of products to the carrier constitutes delivery of products to the buyer. Spacerep shall deliver all products to the buyer, Ex-Works factory.
Claims for defects must be made in writing within thirty (30) days of receipt of the products by the buyer. Spacerep's authorisation is required prior to the buyer's return of products to Spacerep for rework or credit.
The buyer shall be responsible for all costs incurred (including freight, duty, and brokers' out-of-pocket and service charges) to transport the buyer's die and/or material to the factory and for assembled devices from the factory to designated "ship-to" locations. The buyer will be the importer of record for the buyer's die and other materials shipped to Spacerep's factory, and the buyer will be the exporter of record for all assembled products shipped out of the country of manufacture. A 15% handling charge applies to all freight-collect charges for shipments received from the buyer or on the buyer's behalf.
For a period of sixty (60) days following acceptance of the product by the buyer, Spacerep warrants that the services will be performed and the products will be assembled in a professional and workmanlike manner and in accordance with the Specifications agreed to by both parties in writing. The parties recognise that certain components and materials will be supplied or specified by the buyer for use in the assembly process. Spacerep makes no warranty to the buyer with respect to these components and materials supplied or specified by the buyer.
The parties acknowledge that the buyer is responsible for: (i) final approval of the Specifications; (ii) qualification of Spacerep to perform the services in accordance with the Specifications; and (iii) any and all qualification of the products relating to suitability for use in any end-product application of the buyer's customers. Spacerep makes no warranty whatsoever as to the performance or reliability of the products in any particular end-product application or environmental conditions, or as to the products' suitability for any particular purpose or use.
Spacerep disclaims all other warranties of any kind, express or implied, including, without limitation, warranties of usefulness, merchantability, fitness for a particular purpose, non-infringement, or any other matter. The obligations of Spacerep under this warranty shall not arise unless Spacerep is notified in writing of a specific claim of defect within thirty (30) days after discovery of the defect and not later than the expiration of the sixty (60) day warranty period. Spacerep shall determine, in consultation with the buyer, whether correction of the defect shall be by repair, rework, replacement, or credit to the buyer.
The buyer's sole and exclusive remedy against Spacerep shall be limited to the express warranties set forth herein, and no other remedy shall be available to the buyer or any other person or entity, whether by direct action, or for contribution or indemnity, or otherwise. Spacerep shall not be liable or responsible for damages arising directly or indirectly from the sale, use, or failure of any products assembled or tested by Spacerep under this quotation. Spacerep shall not be liable or responsible for any indirect, incidental, consequential, or special damages, including but not limited to lost profits or lost sales, however arising, even if Spacerep has been advised of the possibility of such damages.
Should any of the limitations herein fail of their essential purpose, the parties acknowledge that in no case shall Spacerep's total obligation for damages for any claim, demand, or cause of action whatsoever (whether in contract or tort or otherwise) exceed the total value-added price paid by the buyer for the services which are the subject of the dispute. The parties agree to the allocation of liability/risk set forth herein.
Spacerep assumes no obligation or liability of any kind with respect to claims of infringement of national or foreign patents, copyrights, trademarks, or other proprietary rights arising out of or relating to the buyer's purchase, importation, use, possession, sale, or delivery of any product or services provided to the buyer by Spacerep, and the buyer shall indemnify, defend, and hold Spacerep harmless from any and all such claims and liabilities, damages, and expenses.
The buyer shall bear all risk of loss relating to all die, material, and equipment provided to Spacerep by the buyer. The buyer shall provide insurance coverage door-to-door on all such die, material, and equipment provided to Spacerep.
In the event of termination, the buyer shall: (a) reimburse Spacerep for all reasonable costs and expenses directly related to any purchase order which is terminated by the buyer; and (b) unless otherwise set forth in a separate material responsibility agreement executed by the parties, purchase all finished products and work-in-progress at the established quoted prices, and shall further purchase, at Spacerep's cost plus 10%, any raw materials in stock, in transit, and/or on order which were purchased or ordered by Spacerep to fill the buyer's forecasted requirements.
Spacerep shall not be liable for delays in delivery of products caused by inability to obtain transportation, equipment, or material, insurrection, fires, floods, storms, embargoes, action of any military or civil authorities, strikes, labour difficulties, lockouts, acts of God, or other circumstances beyond the control of Spacerep.
This quotation shall be governed by the laws of the Republic of Estonia. Any dispute arising out of or in connection with this quotation shall be subject to the exclusive jurisdiction of the courts of Estonia, with venue in Tallinn.
