XPRESS CIRCUITS LLC
QUOTE TERMS AND CONDITIONS – FULL VERSION

These Quote Terms and Conditions (“Terms”) govern all quotations, order acknowledgments, sales, and services provided by Xpress Circuits LLC (“Xpress”) to the customer identified on the applicable quote, purchase order, or invoice (“Customer”). Xpress’s acceptance of any order is expressly conditioned on Customer’s acceptance of these Terms.

1. Scope and Acceptance

1.1. All quotes issued by Xpress are offers to sell goods and/or provide services only on these Terms.
1.2. Any purchase order, written acceptance, payment, delivery instruction, or acceptance of goods constitutes acceptance of these Terms.
1.3. Any additional, different, or conflicting terms contained in Customer’s purchase order, supplier portal, email, or other document are rejected and shall not apply unless expressly accepted in a writing signed by an authorized representative of Xpress.
1.4. These Terms, together with the applicable quote, order acknowledgment, and invoice issued by Xpress, constitute the entire agreement between the parties for the transaction.

2. Quotations

2.1. Unless otherwise stated, all quotations are valid for 30 days from the date issued.
2.2. Quotes are based on the specifications, files, drawings, BOMs, approved manufacturers, approved vendors, quantities, assumptions, and schedules identified in the quote.
2.3. Xpress may revise pricing, lead times, and availability before acceptance if material assumptions change, including component pricing, shortages, tariffs, freight, exchange rates, labor assumptions, engineering changes, or customer-requested deviations.
2.4. Clerical, typographical, and computational errors are subject to correction.

3. Orders; Changes; Cancellation

3.1. No order is binding until accepted by Xpress.
3.2. Customer may not cancel, suspend, hold, or reschedule any order except with Xpress’s written consent and on terms determined by Xpress.
3.3. Customer shall be responsible for all completed work, work in process, committed materials, noncancelable/nonreturnable materials, restocking charges, scrap, and administrative costs resulting from cancellation, hold, delay, or rescheduling.
3.4. Any engineering change, BOM revision, drawing revision, approved alternate, or process change requested by Customer may result in revised pricing, lead time, qualification requirements, and revalidation costs.

4. Prices; Taxes; Payment

4.1. Prices are stated in U.S. dollars unless otherwise stated.
4.2. Prices do not include taxes, duties, tariffs, customs charges, or similar governmental charges. Customer is responsible for all such amounts except taxes based solely on Xpress’s net income.
4.3. Payment terms are net 30 days from invoice date unless otherwise stated.
4.4. Late balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4.5. Customer shall reimburse Xpress for reasonable collection costs, including attorneys’ fees and court costs, to the extent permitted by law.
4.6. Customer may not withhold, offset, recoup, or deduct any amount unless Xpress agrees in writing.

5. Customer-Supplied Materials

5.1. If Customer supplies or designates any parts, components, PCBs, firmware, software, tooling, stencils, fixtures, Gerber files, drawings, data, or other materials, Customer is solely responsible for their adequacy, compatibility, accuracy, quality, and fitness for use.
5.2. All customer-supplied or customer-designated materials are used at Customer’s sole risk.
5.3. Xpress makes no representation or warranty regarding the provenance, authenticity, traceability, storage history, handling history, moisture exposure, solderability, age, latent defects, counterfeit risk, or fitness for use of any customer-supplied or customer-designated materials.
5.4. Customer shall provide reasonable overages for setup, attrition, process yield, inspection, test, rework, and scrap.
5.5. Customer-supplied parts and PCBs shall not be credited, refunded, or replaced by Xpress.

6. Delivery; Shipment; Risk of Loss

6.1. Delivery dates are estimates only unless expressly guaranteed in writing by Xpress.
6.2. Xpress is not liable for delays caused by shortages, supplier delays, freight delays, labor issues, governmental action, force majeure events, customer delays, incomplete information, or late approvals.
6.3. Unless otherwise agreed in writing, risk of loss passes to Customer upon tender to the carrier or pickup by Customer.
6.4. Partial shipments are permitted unless expressly prohibited in writing.

7. Inspection; Acceptance

7.1. Customer shall inspect all goods promptly upon receipt.
7.2. Any claim for shortage, shipping damage, visible defect, or other patent nonconformity must be made in writing within 10 days after delivery.
7.3. Any claim for latent nonconformity covered by the limited warranty must be made in writing promptly after discovery and within the warranty period.
7.4. Unless Customer gives timely written notice specifying the alleged nonconformity in reasonable detail, the goods shall be deemed accepted.
7.5. Use of the goods in production, integration into higher-level assemblies, resale, field deployment, modification, repair, or rework constitutes acceptance.

8. Specifications; Standards; Deviations

8.1. Xpress’s conformity obligations are limited strictly to the specifications expressly stated in Xpress’s final written quote and accepted by Xpress.
8.2. If the quote identifies an IPC workmanship standard, conformity shall be measured only against the applicable IPC-A-610 Class II or Class III requirement stated in the quote.
8.3. Xpress shall have no liability for failures or nonconformities resulting from customer drawings, Gerbers, schematics, layouts, BOM errors, approved substitutions, customer waivers, documented deviations, AVL restrictions, customer-selected alternates, or recommendations not adopted by Customer.
8.4. Only written deviations approved by Xpress and Customer shall be binding.

9. Test; Yield; Process Variation

9.1. Unless expressly included in the quote, pricing does not include design validation, functional test development, reliability testing, environmental testing, regulatory testing, root-cause analysis, or system-level qualification.
9.2. Xpress’s obligations are limited to the manufacturing, inspection, and testing expressly listed in the quote.
9.3. Standard process yield variation, setup loss, handling loss, board attrition, and process scrap are commercially normal and do not by themselves constitute breach.

10. Return Material Authorization

10.1. Customer must obtain an RMA from Xpress before returning any goods.
10.2. As a condition to any claim, Customer must provide written notice, identify affected part numbers and lot information if available, provide reasonably requested test data and failure descriptions, preserve the goods in the condition received, and return the goods to Xpress as instructed.
10.3. No credit, refund, rework, replacement, or other remedy is due unless Xpress has had a reasonable opportunity to inspect, test, analyze, and, if applicable, cure the alleged nonconformity.

11. Limited Warranty

11.1. Xpress warrants solely to the original Customer that, for a period of 90 days from delivery, the assembly services performed by Xpress on the delivered assemblies will conform in all material respects to the manufacturing requirements expressly stated in Xpress’s accepted quote, including any expressly incorporated drawings, approved BOM, approved deviations, and the applicable IPC-A-610 class stated in the quote.
11.2. This limited warranty applies only to defects attributable to Xpress’s assembly workmanship.
11.3. This limited warranty does not apply to failures caused in whole or in part by customer-furnished materials, design defects, engineering errors, specification errors, approved deviations, improper handling, storage, installation, misuse, modification, repair, rework, testing by third parties, latent defects in customer-supplied materials, counterfeit components, solderability issues, contamination, ESD damage, or causes beyond Xpress’s reasonable control.

12. Exclusive Remedy

12.1. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY for any breach of warranty, breach of contract, delivery of nonconforming goods, or other claim arising out of or relating to goods or services provided by Xpress shall be, at Xpress’s sole option:
(a) repair or rework of the affected goods;
(b) replacement of the affected goods; or
(c) credit or refund of the amount actually paid to Xpress for the affected assembly labor, Xpress-supplied components, and Xpress-supplied PCBs only.
12.2. No remedy shall include reimbursement for customer-supplied materials, removal costs, reinstallation costs, field service, diagnostic time, engineering time, expedite charges, qualification costs, recall costs, or third-party charges.
12.3. No credit shall issue unless the affected goods are returned to Xpress and Xpress is given the opportunity to inspect and remedy any verified nonconformity.

13. DISCLAIMER OF OTHER WARRANTIES

13.1. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 11, ALL GOODS AND SERVICES PROVIDED BY XPRESS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” XPRESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.
13.2. Xpress does not warrant that any goods will satisfy Customer’s end-product requirements, pass system-level tests, obtain regulatory approval, or be fit for Customer’s intended application unless expressly stated in Xpress’s written quote and accepted by Xpress in writing.

14. LIMITATION OF LIABILITY

14.1. IN NO EVENT SHALL XPRESS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, DOWNTIME, FIELD FAILURES, RECALL COSTS, REWORK COSTS, REQUALIFICATION COSTS, ENGINEERING COSTS, DIAGNOSTIC COSTS, EXPEDITED SHIPPING COSTS, CUSTOMER CHARGEBACKS, OR THIRD-PARTY CLAIMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. XPRESS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, QUOTE, GOODS, OR SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO XPRESS FOR THE SPECIFIC AFFECTED GOODS GIVING RISE TO THE CLAIM.

15. Intellectual Property; Customer Content

15.1. Customer represents that it has the right to provide all files, drawings, software, data, and other materials supplied to Xpress.
15.2. Customer shall indemnify and hold harmless Xpress from claims arising from Xpress’s use of materials, designs, specifications, instructions, or content provided or directed by Customer.
15.3. Unless otherwise agreed in writing, Customer retains ownership of its design files and specifications, and Xpress retains ownership of its manufacturing methods, process know-how, tooling concepts, programs, and improvements.

16. Confidentiality

16.1. Each party shall protect the other’s non-public business and technical information using reasonable care and use it only for the transaction.
16.2. Confidential information does not include information that is public, already known without duty, independently developed, or rightfully received from a third party.

17. Compliance; Export; End Use

17.1. Customer is responsible for end-product compliance with all laws, regulations, certifications, safety, labeling, environmental, and end-use requirements unless Xpress expressly agrees otherwise in writing.
17.2. Customer shall comply with all applicable export control and sanctions laws.

18. Force Majeure

18.1. Xpress shall not be liable for delay, nonperformance, allocation, or failure arising from causes beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor shortages or disputes, utility failures, cyber incidents, transportation disruptions, supplier failures, component shortages, governmental actions, import or export restrictions, tariffs, embargoes, or similar events.
18.2. In such circumstances, Xpress may extend delivery dates, allocate production, substitute functionally comparable components where commercially reasonable and permitted, suspend performance, or cancel affected performance without liability other than refund of amounts paid for undelivered goods, if applicable.

19. Governing Law; Venue

19.1. These Terms and all disputes arising from or relating to any quote, order, goods, or services provided by Xpress shall be governed by the laws of the State of Colorado, without regard to conflict-of-laws rules.
19.2. The state and federal courts located in Colorado shall have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or the parties’ transaction.

20. Time to Bring Claims

20.1. Any claim by Customer arising out of or relating to goods or services provided by Xpress must be brought within the time permitted by applicable law.
20.2. Nothing in these Terms extends any warranty period beyond the express period stated in Section 11.

21. Commercial Transaction

21.1. The parties acknowledge that the goods and services are provided in a commercial business-to-business transaction and are not consumer goods sold for personal, family, or household use unless expressly stated otherwise in writing.

22. Severability; Waiver; Survival

22.1. If any provision is held unenforceable, the remaining provisions remain in effect.
22.2. No waiver is effective unless in writing and signed by an authorized representative of Xpress.
22.3. The provisions that by their nature should survive shall survive delivery, inspection, acceptance, payment, cancellation, and termination.

23. Entire Agreement

23.1. These Terms, together with the applicable quote, order acknowledgment, and invoice issued by Xpress, constitute the complete and exclusive statement of the agreement between the parties.
23.2. No amendment or modification is binding unless in writing and signed by an authorized representative of Xpress.