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TERMS & CONDITIONS

1. QUOTATIONS

 

Quoted prices apply only to the specific quantities shown on the Katana Electronics, LLC Price Sheet.  Any variation in quantity or specifications upon which this quote is based may require a revision to the quoted price.  Until Katana Electronics, LLC accepts an order; Katana Electronics, LLC reserves the right at any time and without prior notice to change the price for this product.

 

Customer agrees to pay all burdened material price increases incurred by Katana Electronics, LLC if a purchase order is issued for quantities less than the quantity indicated on the Katana Electronics, LLC Quotation.

 

2. PAYMENT/CREDIT

 

 Payment terms maybe individually decided based upon the customer’s credit history.  Payments, which are not paid on time, shall bear interest at the rate of  24% per annum from the due date until paid in full.  If credit is not approved, other payment terms must be arranged between Katana Electronics LLC, and Customer, and approved by Katana Electronics LLC, in writing.  All tooling and NRE costs are NET 10 days from the date the purchase order is issued by Customer.  Katana Electronics LLC, will not procure any special equipment or material for Customer until tooling and NRE costs have been paid, unless other arrangements have been made and approved, in writing, by Katana Electronics, LLC.  All shipping costs will be F.O.B. West Valley City, Utah or Katana Electronics, LLC Dock.

 

3. PURCHASE ORDER/SCHEDULING

 

A firm rolling ninety- (60) day schedule is required to maintain invento­ry purchases and provide assemblies on schedule.  Customer reserves the right to reschedule deliveries that are due thirty (30) days or more from the date such change notice is given to Katana Electronics, LLC, in writing.  If such resched­ule represents a delay, Katana Electronics, LLC would make, if possible, any changes within the ninety- (60) day period, but if additional costs were incurred they would be passed on to Customer.  Pricing will be reviewed and is subject to change every sixty- (60) days.

 

Both parties may agree in advance upon cancellation, lead times, or may subsequent­ly reschedule commitments as a result of engineering change orders (ECO), special customer requests, or credit issues, all of which shall be in writing and signed by an authorized representative of Customer and Katana Electronics, LLC.

 

4. REQUEST FOR ECO'S & TCO'S AND CHANGES TO ATTACHED       BILLS OF MATERIALS AND/OR APPROVED VENDOR LISTS.

 

Any TCO or ECN changes that involve the deletion, change, or addition of material are the sole responsibility of Customer, I.E. charges for any addi­tional rework over and above the original agreement, obsolete material, or material that has to be removed, changed, or added to the B. O. M.  Customer agrees to pay all charges incurred by Katana Electronics, LLC as a result of these changes.

 

Deletion or a change of any part number on any Bill of Material and/or Approved Vendor Lists may result in cancellation or other charges.  Each of these instances will be evaluated on an individual basis.  Katana Electronics, LLC will at all times offer the most favorable cost opportunity to Customer as a result of these changes.  ECO's & TCO's affecting programmed product are subject to the same thirty (30) day cutoff as stated in paragraph 3 concerning liability in case of cancellation and/or changes in delivery schedule.

 

In order to facilitate all parties and offer the best quality service to Customer, any request for changes to bills of material and/or approved vendor lists must be submitted to Katana Electronics, LLC in writing prior to any change order being generated.  Katana Electronics, LLC will use its best efforts to respond to Customer within five (5) working days with a new quote and costs associat­ed to that request.  Prior to any changes being incorporated, Customer must send revised documenta­tion to Katana Electronics, LLC.

 

Any and/or all changes not to exclude revision changes to the B. O. M., drawings, materials, raw PCB will be in writing.  Written communications that change any part(s) of this agreement have to be totally agreed upon by Customer and Katana Electronics, LLC, in writing, prior to being implemented.  KATANA ELECTRONICS, LLC builds to IPC 610, Class II standards or any agreed standards written between KATANA ELECTRONICS, LLC and the Customer.

 

5. MATERIAL REQUIREMENTS

 

Customer will be responsible for all excess material purchased at the end of the contract period or upon the completion of the purchase order not to exceed 30 days, whichever comes first.  It is understood that Customer will purchase the material at the original purchased price with a 2% administration cost.

 

Material will be purchased by Katana Electronics, LLC in accordance with Customer's bill of material and/or approved vendor's list.  Each component line item will be of the same manufacturer unless specified by Customer's buyer, in writing. 

 

Customer agrees to furnish consigned material to Katana Electronics, LLC in the appropriate packaging (i.e. tape & reel, waffle tray, etc.).  If consigned material is not furnished in the correct packaging configuration, Customer agrees to pay Katana Electronics, LLC's cost to have the material packaged correctly and to allow a reasonable change in the scheduled delivery date in order to have the material packaged properly.

 

Customer agrees to allow Katana Electronics, LLC a 5% attrition rate on all passives and 1% for active parts  that are furnished as consigned materials to Katana Electronics, LLC by the Customer.

 

6. CANCELLATIONS

 

Customer may cancel any order, in writing, at any time prior to ship­ment of the completed assembly.  Customer shall be liable for charges for any such cancellation based upon the percent­age of completion of the assembly work performed by Katana Electronics, LLC or the contract manufacturer to the date of cancellation.  Cancellations to be paid by the customer will also include any material that is on open purchase orders for Customer products that cannot be stopped or canceled by Katana Electronics, LLC.  Customer also agrees to pay reasonable charges which shall be no less than 10% of total open purchase orders for administrative costs incurred by Katana Electronics, LLC in order to obtain and stock Customer material.

 

7. CONFIDENTIALITY

 

Katana Electronics, LLC recognizes that all materials and documents supplied by Customer is confiden­tial to the conduct of Customer's business.  Katana Electronics, LLC will make reasonable efforts to treat Customer's informa­tion as confidential.

 

Katana Electronics, LLC will not engage in the manufacture, distribution or sale of products based on Customer's design, patents, trademarks, or copyrights without Customer's ex­pressed written approval and consent.

 

8. RETURN MATERIAL AUTHORIZATION (RMA)

 

In the unlikely event that a completed assembly does not meet Customer's requirement, an RMA number will be issued by Katana Electronics, LLC to Customer after review of the assembly in question.

 

Katana Electronics, LLC will use its best efforts to issue RMAs within three (3) working days.  Customer must request the RMA through Katana Electronics, LLC's authorized representative before taking any other steps to return goods to Katana Electronics, LLC or exercising any other remedy hereunder.  The RMA number must appear on all return documents and packaging sent to Katana Electronics, LLC.  Returns must be shipped freight prepaid to Katana Electronics, LLC.

 

Credit and re-invoicing of products in question will be established at the issuance of the RMA.  Katana Electronics, LLC will not reimburse companies for any repair work done on product.

 

9. WARRANTY AND WARRANTY PERIODS.

 

See the attached copy of Katana Electronics, LLC's Return Assembly and Warranty Policy, which is incorporated by this reference as though set forth in full herein.

 

See insert 1, attached.  

 

10. CONSIGNED PRODUCT.

 

               On all consigned product, customer shall be responsible for all test failures that are not due to manufacturing defects or workmanship standards.

 

 

             Should any one or more of the provisions of this Agreement, or any part of any provision, be determined to be illegal or unenforceable, all other provisions of this Agreement, or part of any such provision which are not illegal or unenforceable, shall be give effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby.

 

  1.              CHOICE OF LAW AND FORUM SELECTION.

 

It is the intention of the parties hereto that the laws of Utah should govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.  Any legal action between the parties regarding this Agreement shall be conducted either in the United States District Court for the District of Utah or the Third Judicial District Court of Salt Lake County, State of Utah, the parties hereby agreeing to submit to the jurisdiction of such courts for all purposes.

 

 

In the event of a default in the performance of this Agreement, the defaulting party, in addition to all other obligations of performance hereunder, shall pay reasonable attorneys’ fees and costs incurred by the nondefaulting party to enforce the performance of this Agreement.

 

 

 

 

               GUARANTY OF PRINCIPAL OWNERS/OFFICERS

(to be signed by the President, VP, Sec/Treas. or Partners; add additional pages as needed)

 

The undersigned hereby personally and unconditionally guarantees the payment of all indebtedness and the performance of all other obligations owed to Katana Electronics, LLC  by the Customer identified above, including all interest and any and all collection costs, including reasonable attorneys’ fees, as the same may exist from time to time.

 

 

Name__________________________________________ Position with Company______________________________

 

Home Address__________________________________________________________________________________

 

Phone_______________________S.S.#_____________________________DOB_______________________________

 

Date___________________________ Signature_______________________________________________________

 

 

 

 

Name__________________________________________ Position with Company______________________________

 

Home Address__________________________________________________________________________________

 

Phone_______________________S.S.#_____________________________DOB_______________________________

 

Date___________________________ Signature_______________________________________________________

 

 

 

 

 

Name__________________________________________ Position with Company______________________________

 

Home Address__________________________________________________________________________________

 

Phone_______________________S.S.#_____________________________DOB_______________________________

 

Date___________________________ Signature_____________________________________________________

 

 

 

The purposes of these instructions are to define the warranties and the policy for customer’s return of completed assemblies.

 

This instruction applies to assemblies that are returned from the customer for repair or for any other reason, whatsoever.

 

  1. Departments Responsible for Implementation.

Receiving, Manufacturing, Quality Control, Accounting.

 

  1. Product Warranty Levels.

KATANA ELECTRONICS, LLC has defined four different levels of product warranty to meet various customer needs.  They are outlined below.

 

  1. Type A Warranty.

Cable assemblies and Printed circuit board assemblies not fully “stuffed” or populated with parts and/or not functionally tested at KATANA ELECTRONICS, LLC.

 

  1. Only Assemblies with workmanship defects attributed to KATANA ELECTRONICS, LLC may be returned, unless previous arrangements have been made with KATANA ELECTRONICS, LLC, in writing.

  2. Assemblies, which are returned 60 days, past the KATANA ELECTRONICS, LLC date code will not be accepted, unless prior authorization has been given to the customer by KATANA ELECTRONICS, LLC, in writing.

  3. Subject to the restrictions set forth above, defective material from type A assemblies by the customer may be returned to KATANA ELECTRONICS, LLC for KATANA ELECTRONICS, LLC to return to the original supplier (with the approval of KATANA ELECTRONICS, LLC’s General Manager).Only if KATANA ELECTRONICS, LLC’s supplier issues credit for the returned materials will KATANA ELECTRONICS, LLC issue credits to the customer.

 

  1. Type B Warranty.

Printed circuit board assemblies fully “populated” and functionally tested at KATANA ELECTRONICS, LLC.

 

6.1          All failure modes covered by KATANA ELECTRONICS, LLC’s test, as well as workmanship defects, regardless of cause, may be returned to KATANA ELECTRONICS, LLC for repair at no charge.

  1. All failed assemblies must be returned to KATANA ELECTRONICS, LLC within 60 days of KATANA ELECTRONICS, LLC’s date of manufacture (date code identified on label).

  2. Evidence of damage due to improper or faulty handling or unauthorized repairs or use for any purpose other than the intended use will result in KATANA ELECTRONICS, LLC’s warranty being voided.

 

  1. Type C Warranty.

Assemblies or raw materials purchased from outside suppliers by KATANA ELECTRONICS, LLC and sold to customers without additional testing or warranty.  There is no KATANA ELECTRONICS, LLC date code label on these assemblies or materials.  KATANA ELECTRONICS, LLC will accept returned materials (with KATANA ELECTRONICS, LLC’s General Manager’s approval) but only issue credit for such materials to the customer after the original supplier has issued credit to KATANA ELECTRONICS, LLC for the return.

 

 

  1. Type D Warranty.

Assemblies or raw materials purchased from outside suppliers but tested and warranted by KATANA ELECTRONICS, LLC.

 

  1. Type D assemblies or raw materials may be returned regardless of failure mode, for return and replacement.

  2. The assemblies must be returned within 60 days of the defective manufacture by KATANA ELECTRONICS, LLC.A date-coded label will be on this material.If the failure occurs after 60 days, KATANA ELECTRONICS, LLC will only issue credit for the returned material the original supplier issues credit to KATANA ELECTRONICS, LLC.If the original supplier does not issue a credit, KATANA ELECTRONICS, LLC cannot issue credit to the customer.

  3. Evidence of damage due to improper or faulty handling or unauthorized repairs or use for any purpose other than the intended use will result in KATANA ELECTRONICS, LLC’s warranty being voided.

 

Other general return policy issues, which apply to all the warranty types above, are.

 

  1. This policy applies to production-related product and not prototypes or preproduction.

  2. No PCB’s or other materials may be returned without a valid RMA number.The Manufacturing Manager or the General Manager issues all RMA’s for KATANA ELECTRONICS, LLC.The General Manager should be contacted if there is a dispute on issuance of an RMA number.(801) 649-4358.

  3. KATANA ELECTRONICS, LLC will use its best efforts to produce a 10-30 day maximum turn around on returned printed circuit board assemblies.

  4. Returned PCB’s will be brought up to the latest revision level, unless directed otherwise by the customer.

  5. Non-warranted repairs and ECO upgrades will be charged back to the customer at a labor rate of $29.95 per hour and materials at cost plus 5%.

  6. A flat retest/handling charge of $50.00 will be charged for returned boards where the problem/defect cannot be duplicated.

  7. KATANA ELECTRONICS, LLC will keep repair records by serial number of all returned board.Any board, which has been returned a second time, will be held for engineering and customer disposition.

  8. KATANA ELECTRONICS, LLC will not be responsible for latent design or system compatibility defects.It is the responsibility of KATANA ELECTRONICS, LLC’s customers to do design verification and qualification.

  9. Any attempt by the customer to perform repair/modification on assemblies will automatically void the warranty.

  10. KATANA ELECTRONICS, LLC will require a detailed list of all failures prior to the issuance of an RMA number to the customer.The customer should have a means to identify the defect by individual board.(A reject tag is preferred).

  11. For out-of-warranty product, or product where the warranty has been voided, the customer must issue a purchase order for repair or upgrade.

  12. After the repair(s) have been accomplished by KATANA ELECTRONICS, LLC, KATANA ELECTRONICS, LLC will provide

 

 

  1. Disclaimer and Limitation on Liability,

The only warranties, which KATANA ELECTRONICS, LLC provides with respect to the products supplied to the Customer hereunder, are set forth in this Agreement, and are subject to all accompanying disclaimers, limitations on liability, etc.  In particular, it is understood that, as with most technology-based products, which are developmental in nature, there may be defects, both discovered and undiscovered.  THE PARTIES EXPRESSLY UNDERSTAND AND AGREE THAT THERE IS NO WARRANTY OF MERCHATABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CUSTOMER’S SOLE REMEDY FOR ANY ERROR OR DEFECT THAT MAY OCCUR IN CONNECTION WITH THE PRODUCTS PROVIDED HEREUNDER IS KATANA ELECTRONICS, LLC’S COMMITMENT TO DEVOTE ITS BEST REASONABLE EFFORTS TO REMEDY THE DEFECTS.  KATANA ELECTRONICS, LLC’s aggregate liability relating to this Agreement and/or the products to be provided hereunder shall be limited to either the repair or replacement of any defective item, in accordance with warranty provided for above, or if that is not possible, the to the return to the Customer of the amount KATANA ELECTRONICS, LLC received from the Customer for that portion of the products which do not satisfy the terms and conditions of this Agreement.  In no even shall KATANA ELECTRONICS, LLC be responsible to the Customer, or any other person, for any consequential or incidental damages whatsoever.