Terms and Conditions – PCB Assembly Contract Manufacturing
1. Scope
These Terms and Conditions apply to all quotations, purchase orders, and contracts for the manufacture and assembly of printed circuit board assemblies (PCBAs) Jemba9 Technology Corporation (“Jemba9”) for its clients (“Customer”), including commercial and Department of Defense (DoD) entities. These terms and conditions may not be modified except by writing and signed by a duly authorized representative.
2. Quality Standards
All PCBAs shall be manufactured in accordance with IPC standards:
- IPC 6012 Class 2 – Dedicated Service Electronic Products
- IPC 6012 Class 3 – High-Reliability Electronic Products
- IPC-6012 Space Addendum – Aerospace and military applications requiring additional reliability
Jemba9 shall comply with the following standards: IPC-A-610, IPC-6012, and J-STD-001.
3. Quotation and Pricing
Quotes are valid for 30 days from the date of issuance. Prices are subject to change due to fluctuations in material, labor, applicable tariffs and/or regulatory costs.
Lead times begin upon receipt of a complete purchase order, approved Gerber files, and any required documentation and if applicable, complete kit for consignment customers.
Expedite and/or Split Shipments are available. Review Addendum 1
4. Customer Purchase Orders
Orders will be accepted in writing. Changes to orders must be submitted in writing and may affect pricing and delivery.
5. Delivery and Shipping
Delivery terms are FOB Jemba9’s facility unless otherwise agreed. Jemba9 is not liable for delays caused by force majeure, supply chain disruptions, or incomplete data from Customer. All orders will be accepted at time of shipping, and will be invoiced at the price prevailing at the time of shipment of the goods or services provided.
6. Inspection and Acceptance
Customer shall inspect goods within 10 business days of receipt. Any claims for defects must be made in writing within this period. Jemba9 reserves the right to repair or replace defective products at its discretion.
7. Warranty
Jemba9 warrants that products will conform to agreed specifications and standards for a period of 12 months from delivery. Warranty excludes damage due to misuse, unauthorized modifications, and/or improper handling.
8. Claims
Purchaser shall give written notice to Jemba9 Technology Products of any claim for defective products within thirty (30) days after receipt of the goods if the defect in goods was or should have been discovered upon inspection of the goods, and the Purchaser shall provide written notice to Jemba9 Technology Products of any other claim within ninety (90) days after it discovers or should have discovered such breach. Return of Goods to Jemba9 Technology Products requires a Returned Material Authorization Number (RMA #) prior to their return. Any remedy of the Purchaser against Jemba9 Technology Products shall be barred unless notice is given in accordance with the foregoing provision.
9. Confidentiality
Both parties agree to maintain confidentiality of proprietary information, including technical data and drawings.
10. Compliance
Jemba9 shall comply with all applicable federal, state, and local laws. Customer shall provide all necessary documentation for regulatory compliance.
11. Indemnification
Customer agrees to indemnify Jemba9 against any claims arising from the use of the products, except where due to Jemba9’s negligence or breach of contract.
12. Limitation of Liability
Jemba9’s liability shall not exceed the value of the defective goods. Jemba9 shall not be liable for indirect, incidental, or consequential damages.
13. Termination
Either party may terminate the contract with 30 days written notice. Customer shall pay for all materials, work in progress and completed goods at the time of termination.
14. Governing Law
This agreement shall be governed by the laws of the State of Colorado, USA.
15. Termsof Payment
Terms of Payment are specified on the face hereof or, if not, are deemed to be net 30 days. Interest shall accrue on all unpaid amounts at 18% per annum.
16. Manufacturing Models
16.1 Turnkey Manufacturing
In a turnkey arrangement, Jemba9 is responsible for sourcing all components, materials, and services required for PCBA production.
- Jemba9 shall procure parts based on the approved Bill of Materials (BOM) provided by Customer. Customer is responsible for all applicable tariffs and/or regulatory costs.
- Lead times and pricing may vary based on component availability and market conditions.
- Jemba9 assumes responsibility for component quality and traceability.
- Customer may request traceability documentation for critical components, especially for Class 3 and Space Addendum assemblie.-esidual material is the property of Jemba9.
16.2 Consignment Manufacturing
In a consignment arrangement, Customer provides some or all components required for PCBA production.
- Customer is responsible for ensuring timely delivery of consigned materials to Jemba9’s facility.
- Jemba9 shall inspect incoming consigned materials for visible damage or discrepancies and is not liable for latent defects.
- Any delays caused by missing, incorrect, or defective consigned materials may affect delivery schedules and are not the responsibility of Jemba9.
- Jemba9 shall manage consigned inventory with reasonable care but is not liable for loss or damage due to inherent defects, improper packaging, and/or attrition.
16.3 Hybrid Models
If a hybrid model is used (partial consignment and partial turnkey), the responsibilities outlined above shall apply to the respective portions of the BOM.
16.4 Materials Liability – Consignment
Jemba9 shall not be liable for defects, failures, or delays caused by consigned components that are:
- Incorrectly specified
- Damaged upon receipt
- Non-compliant with relevant standards
Jemba9 will perform incoming inspection for quantity, packaging integrity, and visible damage. Latent defects or electrical failures in consigned parts are the responsibility of the Customer.
If defective consigned materials cause production delays or rework, Jemba9 reserves the right to charge for additional labor, scrap, and/or downtime.
16.5 Inventory Reconciliation – Consignment
Jemba9 shall maintain records of consigned inventory including:
- Quantity received
- Quantity used
- Quantity scrapped (with reason codes)
- Quantity returned (if applicable)
Reconciliation reports will be provided upon request at the end of the production run provided that reconciliation was specified in customer quote request.
Any discrepancies will be communicated to the Customer for resolution. Jemba9 is not responsible for shortages due to inaccurate packing lists or undocumented substitutions.
Addendum 1: Delivery Variance
Expedite and Split Shipment Fees
Definition of Expedited Delivery.
“Expedited” or “Expedited Delivery” means any delivery of Products requested by Customer that is earlier than Supplier’s stated standard lead timeor quoted lead timein effect at the time thePurchaseOrder was issued.
Expedited Production.
At Customer’s written request and subject to Supplier’s written acceptance, Supplier may agree to expedite production and/or delivery of Products (“Expedited Order”). Expedited Orders are not guaranteed and are subject to material availability, production capacity, and operational constraints.
Expedite Fee – Full Order.
If Customer requests and Supplier agrees to Expedite delivery of the Order, Customer shall pay an expedite fee equal to 10percent (10%) of the total Order value (“Order Expedite Fee”), in addition to the agreedupon unit prices.
Split Shipment Fee.
Where Customer requests and Supplier agrees to deliver Products in multiple shipments for the same Order, Customer shall pay a Split Shipment Fee of Two HundredfiftyU.S. Dollars (US$250) per shipment occurrence, in addition to applicable shipping, freight, duties, and taxes.
Supplier Delay.
No Expedite Fee or Split Shipment Fee shall apply where expedited delivery is requested to mitigate or recover from a delay caused solely by Supplier, including but not limited to delays resulting from Supplier’s failure to meet the agreed delivery schedule, internal production issues, labor shortages, equipment failure, or quality nonconformance. In such cases, Supplier shall use commercially reasonable efforts to deliver the affected Products as soon as practicable without additional charge, unless the delay is excused under the Force Majeure.
Billing and Payment.
All Expedite Fees and Split Shipment Fees shall be itemized separately on Supplier’s invoice and shall be payable in accordance with the payment terms set forth in this Agreement.
No Waiver.
Supplier’s agreement to Expedite any Order or portion thereof shall not modify any other terms of this Agreement, including payment terms, warranty provisions, or liability limitations.
