1. CONTRACT. This document shall constitute the entire contract between Buyer and PINNACLE with respect to the subject matter thereof, and said contract shall not be amended, modified, or rescinded except by written agreement from an authorized official of each party, expressly referring to this contract. Submission of a purchase order by Buyer constitutes specific acceptance of this contract. In the event of any inconsistency between a purchase order and this document, the terms herein will control, regardless of the submission and acceptance of a varying purchase order or any other course of conduct resulting from a varying purchase order.
2. WARRANTY. All products manufactured by PINNACLE are warranted to be free from defects in material and workmanship for a period of one (1) year, unless otherwise specified, from date of shipment to Buyer and to conform to applicable specifications, drawings, blueprints and/or samples. Pinnacle’s sole obligation under these warranties shall be to issue credit, repair or replace any item or part thereof which is proved to be other than as warranted; no allowance shall be made for any labor charges of Buyer or end user for replacement of parts, adjustment or repairs, or any other work, unless such charges are authorized in writing and in advance by PINNACLE.
If PINNACLE’s products are claimed to be defective in material or workmanship or not to conform to specifications, PINNACLE shall, upon prompt notice thereof, issue a RETURN MATERIAL AUTHORIZATION (RMA) with shipping instructions for return to PINNACLE (transportation charges prepaid by Buyer). PINNACLE will evaluate the item and determine if the failure is covered by our warranty and if covered, repair or replace the item at PINNACLE expense. Return shipment of reworked warranty items to Buyer will be at PINNACLE’s expense. The above warranties shall not extend to any products or parts thereof which have been subjected to any misuse or neglect, damaged by accident, rendered defective by reason of improper installation or by the performance of repairs or alterations outside of our facility, and shall not apply to any goods or parts thereof furnished by Buyer or acquired from non-franchised distributors (brokers) at Buyer’s request and/or to Buyer’s specifications. In addition, PINNACLE ‘s warranties do not extend to the premature failure of electronic and/or counterfeit components or to other equipment and parts manufactured by others, except to the extent of the original manufacturer’s warranty to PINNACLE.
PINNACLE WILL GUARANTEE THE FUNCTIONALITY OF THE PRODUCT IF, AND ONLY IF, IN-CIRCUIT TESTING OR FULLY FUNCTIONAL PRODUCT TESTING AND CERTIFICATION SERVICES ARE PROVIDED AS AN INTEGRAL PART OF THE BUYER’s PURCHASE ORDER. Unless the aforementioned testing services are provided, PINNACLE can only guarantee conformance to the manufacturing practices outlined in the IPC-A-610D, Class 2 workmanship standards or other workmanship standards, as specified in our quotation.
This warranty is in lieu of and excludes all other warranties, guarantees, representations, express or implied, by operation of law or otherwise. PINNACLE may, at our option, refund the purchase price applicable to defective material or material not meeting specifications. However, PINNACLE shall not be obligated for such charges when material returned proves to be free from defect that affects functionality and meets specifications. Material which proves to be free from defect that affects functionality and meets specifications shall be held by PINNACLE for shipping instructions and Buyer shall furnish such instructions promptly upon request. PINNACLE shall not be liable for any consequential damages nor for loss, damages, or expenses directly or indirectly from the use of the product. Because it may be essential for PINNACLE to stop ongoing production of additional product, Buyer agrees to notify PINNACLE of any defects in material and workmanship within five (5) working days of receipt of any product that appears to show such defects.
3. DELAYS. PINNACLE shall not be responsible for any failure or delay in delivery due to fires, floods, raw material and components not delivered as promised by a vendor, components on allocation or unexpected long lead items, equipment breakdown caused by power failure, earthquake, weather disturbances or other natural disasters, wars, acts of terrorism, riots, civil unrest or acts of God, labor troubles whether or not due to fault of PINNACLE, breakdowns, delays of carriers, total or partial failure for any reason of usual sources of supply or transportation thereof, or any similar or dissimilar cause beyond PINNACLE’s control. Under these special circumstances, PINNACLE will make every reasonable effort to fulfill its commitment to the client. In the event or inability of PINNACLE, for any cause beyond PINNACLE’s control to supply the total demands for any material specified in this order, PINNACLE may allocate its available supply among any or all buyers, including new customers, subsidiaries, affiliates and departments of PINNACLE, on such basis as PINNACLE, in its sole discretion, may decide upon, without liability for any failure to perform the contract which may be a consequence thereof.
4. TECHNICAL STANDARDS. In the absence of specifications from Buyer to the contrary, PINNACLE will make products in accordance with IPC A 610D Class 2 standards for PCA’s, and similar industry standards for other products.
5. LIABILITY. PINNACLE’s liability shall be limited to actual damages sustained by Buyer, but in no event to exceed the purchase price of the particular goods involved in the occurrence giving rise thereto.
6. ADVICE BY PINNACLE. The giving or failure to give advice of any character by PINNACLE shall not impose any liability by PINNACLE nor grant to Buyer any license to the use of any of PINNACLE’s patents, trademarks, or trade names.
7. TOLERANCE. The total order shall be subject to a tolerance of five percent (5%), plus or minus, in yield and quantity.
8. ASSIGNMENT. This contract, together with all rights, liabilities, and obligations arising thereunder, may be assigned wholly or in part to any one or more of the corporations, subsidiary to or affiliated with PINNACLE, without the necessity of prior notice to Buyer.
9. DELIVERY SCHEDULE of any order resulting from this quotation shall not exceed 12 months, unless stated otherwise on the quotation. Deliveries quoted are based upon receipt (with valid purchase order) of Buyer technical documentation acceptable to PINNACLE. Buyer is responsible for accepting delivery of all assemblies ordered via purchase order by the originally specified delivery date (s). PINNACLE will review on an individual basis, requests for Buyer delivery date modifications. In no instance, will delivery date changes be accepted for turnkey assemblies within thirty (30) days of the originally specified delivery date (s). Pinnacle may accept up to one delivery date change of no more than ninety (90) days later than the originally specified delivery date (s), if in PINNACLE’s estimation, material and labor can be rescheduled with minimum impact. Buyer is responsible for all costs associated with such delivery date changes. Delivery date changes will not be deemed valid until Buyer receives written confirmation from an authorized officer of PINNACLE.
10. PRODUCT PACKAGING. Unless otherwise specified in the quotation, standard packaging materials will be used to ship products. If custom packaging is required, PINNACLE can, at additional cost, offer package engineering services to design, develop, and implement a custom package design.
11. PRODUCT REVISIONS. PINNACLE assumes no responsibility for any changes in the specifications outlined in the original order, unless such changes are confirmed in writing by Buyer and accepted in writing by PINNACLE. Any price variation resulting from such changes shall become effective immediately upon acceptance of such changes. PINNACLE assumes no responsibilities for additional costs which result from changes made by the Buyer in shipping or production schedules, if such changes cause an increase in PINNACLE’s cost or in the time of performance of this order, unless such changes are confirmed in writing by the Buyer and accepted in writing by the PINNACLE. Additional costs which result from changes which have not been accepted in writing by the PINNACLE will be claimed against the Buyer. Such claim is to be payable per the terms on the invoice.
12. PRICE. The price specified in this contract may be changed by PINNACLE upon notice to Buyer. If the price of raw materials should increase, the additional cost associated with the material increase becomes the buyer’s responsibility. Other revisions that may affect pricing are configuration changes, significant delivery schedule changes or PO cancellation requested by the Buyer.
13. EXCESS MATERIAL OBLIGATION. For all turnkey contracts, in which Buyer requests PINNACLE purchase material on Buyer’s behalf, Buyer is liable for purchasing all excess material including all non-cancelable, non-returnable (NCNR) materials not used in the manufacturing of Buyer’s assembly (ies) within 30 days of receipt of invoice for excess material from PINNACLE.
In the event material is purchased for production by PINNACLE from the customer, customer accepts and is bound by PINNACLE’s supplier agreement.
14. CREDIT APPROVAL. All shipments made hereunder shall at all times be subject to the approval of PINNACLE’s Credit Department and, if the financial responsibility of the Buyer is unsatisfactory, or becomes impaired, or if Buyer fails to make any payment in accordance with the terms of the contract, then, in any such event, PINNACLE may defer or decline to make any shipments hereunder except upon receipt of security satisfactory to PINNACLE or cash payments in advance, or it may terminate the contract and invoice the buyer for excess materials and/or work in process.
15. POINT OF DELIVERY. Delivery to carrier at point of shipment shall constitute delivery to Buyer, and Buyer shall assume all risk for subsequent loss or damage. The fact that in some instances a different “F.O.B.” point may be shown on the Buyer’s PO, or that all or a part of freight charges may be prepaid, assumed, or allowed by PINNACLE, is for Buyer’s convenience only, and does not change the point of delivery to Buyer. If damage occurs during shipment, it is solely the responsibility of Buyer to make claim in a timely fashion against the carrier. All shipments are F.O.B. PINNACLE unless quoted otherwise. Shipments will be insured at the Buyer’s expense unless the Buyer’s PO indicates no insurance is required.
16. PAYMENT. Buyer will make payment within 30 days of the goods arriving at the point of delivery, unless alternate payment terms are specified otherwise noted on the quotation. Any late payments are subject to interest charges of one and one half percent (1½%) per month. Buyer shall not withhold, delay, or otherwise reduce payment for goods for which there is a claim pending unless specifically authorized to do so by PINNACLE. In the event that a claim is accepted by PINNACLE, PINNACLE will issue a credit to the Buyer, and Buyer may not take a credit against other orders from PINNACLE.
17. TOOLING. Tools or equipment which PINNACLE acquires specifically and solely for use on Buyer’s order, shall become Buyer’s property and remain in PINNACLE’s custody unless recalled by Buyer. However, when for a period of one (1) year no orders are received from Buyer for products to be made with such tooling, PINNACLE may notify the buyer regarding disposition thereof. Where partial tooling is quoted, PINNACLE reserves the right to retain sole possession and control of such tools, which in most cases represent alterations or additions to PINNACLE’s equipment and therefore are not considered deliverable items.
18. PATENTS. Because the product is being manufactured to meet Buyer’s specifications, Buyer agrees to defend, protect, and save harmless PINNACLE against all suits at law or in equity and from all damage, claims, and demands for actual or alleged infringement of any patent and to defend any suits or actions which may be brought against PINNACLE for any alleged infringement because of the manufacture or sale of any such material.
19. WAIVERS AND SEVERABILITY. No waiver by PINNACLE or any breach of any provision hereof shall constitute a waiver of any object to provisions contained in any communication from Buyer and shall not be deemed an acceptance of such provisions or as a waiver of the provisions of this contract. The items listed within this contract will be severable, and in the event any item is held to be unlawful or unenforceable, the remaining items will remain in full force and effect.
20. CANCELLATION. This contract is subject to cancellation only upon PINNACLE’s accepting such cancellation in writing, and the effective date of such acceptance. The date of acceptance notwithstanding, PINNACLE shall have articles effected to the point at which the processing can be halted with the least inconvenience to PINNACLE under the circumstances. Payment of cancellation charges shall be made by Buyer upon receipt of invoice of same. Typical types of costs, for which Buyer will be responsible, are: vendor cancellation charges of undelivered raw materials, raw material received and not used, work-in-process (labor and/or material), finished product in distribution, shipping charges, standard profit, and overhead.
21. CLAIMS. Any course of dealing between the parties to the contrary notwithstanding at PINNACLE’s election any claim for breach of warranty, failure, or delay in delivery or otherwise shall be deemed waived by Buyer unless presented in writing to PINNACLE within the specified warranty period in the case of claims of breach of warranty, or within sixty (60) days from date of agreed delivery in the case of other claims.
22. GOVERNING LAW. The validity, interpretation, and enforceability of this order shall be governed in all respects by the laws of the County of Monroe and State of Michigan. In the event of any litigation arising out of this agreement, PINNACLE shall be entitled to recover costs and expenses incurred including all attorney’s fees, court fees, and any business related settlements including business loss due to time away from business. These terms are subject to change without prior notice.