General conditions of fee-for-task agreements for contractual electronics assembly

 

General conditions of fee-for-task agreements for contractual electronics assembly carried out by “TECHNO-SERVICE” S.A. Ecological Electronics Assembly Center TSTRONIC

I. General provisions

1. The general conditions of fee-for-task agreements for contractual electronics assembly cover all current and future legal relations following from the agreements concluded by “TECHNO-SERVICE” S.A. Ecological Electronics Assembly Center TSTRONIC, hereinafter referred to as the Contractor, with the enterprise commissioning the provision of services, hereinafter referred to as the Customer.

2. The provision of a service by the Contractor shall consist in executing one or several tasks together, in connection with comprehensive contractual electronics assembly, hereinafter referred to as the products, in the scope mentioned below:

• printed circuits design and project verification for signal integrity (SI) and electromagnetic compatibility (EMC) by means of Mentor Graphics software (PADS PCB Design Solutions),

- production of printed circuit boards (PCB),

- purchase of components,

- assembly, according to SMT and THT technologies of all state-of-the-art electronic

parts, using unleaded and leaded technologies,

- supplementary mechanical assembly,

- laying protective layers,

- testing and activating packages,

- labelling – including with the use of the PLICK&PLACE technique,

- electronics assembly in housings*,

- packing*,

- operator’s manual printing**,

- delivery to any place**,

- engineering assistance in the scope of:

• supplementary designing (e.g. power supply systems),

• software development, including programming of micro-controllers,

• testing devices for conformity with standards and certifications (CE mark),

• upgrading and adjusting devices, including switching over to environment-friendly materials and technologies,

• regenerating, warranty and post-warranty repair of assembled devices.

* typical materials, purchased on the market, supplied by Client, or produced especially for the product by another specialized company**

** services provided in cooperation with other specialized companies

3. The contractual relations for the provision of the comprehensive contractual electronics assembly service shall be based on these “General conditions of fee-for-task agreements for contractual electronics assembly carried out by “TECHNO-SERVICE” S.A. Ecological Electronics Assembly Center TSTRONIC” unless the fee-for-task agreement concluded between the Contractor and the Customer states otherwise.

4. Any derogations from or modifications of the “General conditions of fee-for-task agreements for contractual electronics assembly carried out by “TECHNO-SERVICE” S.A. Ecological Electronics Assembly Center TSTRONIC” shall require in such case written consent by the Contractor’s authorized representative.

5. The information contained in our calculations, price lists, brochures and other available media follows from our experience and expertly knowledge and shall only constitute an invitation to negotiations within the meaning of the Civil Code.

6. Commercial correspondence, arrangements and documents may be transferred by post as well as in electronic form, including by facsimile.

7. A written commission to provide a service also confirmed in writing by the Contractor shall also be considered an agreement binging on both parties, the stipulation being that the arrangements conveyed in the commission confirmation shall be binding.

8. The Contractor shall not be the author (designer) of the assembled components – he shall only be providing a service on the basis of the documentation conveyed by the Customer and in accordance with the IPC-A-610D PL standard class II. Hence, the Contractor shall not be responsible for the correct operation and any possible effects of operating the assembled electronic components.

II. Agreement implementation, product documentation

1. Agreement implementation shall take place on the basis of the documentation delivered by the Customer in electronic form, for instance by e-mail, on CD or DVD carriers, etc.

2. The documentation shall consist of:

   • a list of components in the form of xls file,

     • where the consecutive columns should include:

       • ordinal number,

       • designators,

       • side of laminate (TOP, BOTTOM),

       • manufacturer’s part number,

       • name of part manufacturer,

       • part index with the Customer,

       • quantity,

       • deliverer of part suggested by the Customer (Contractor, Customer, outside Deliverer),

       • optionally – index with part deliverer,

       • optionally – admissible substitutes specified by the Customer:

         • manufacturer’s substitute part number,

         • name of substitute part manufacturer,

         • suggested substitute part deliverer,

         • index with the substitute part deliverer,

       • optionally – possible comments,

   • assembly drawings in the form of PDF files

   • respectively:

     • Pick&Place files (SMT)

     • Gerber and Excellon files as well as operation sheet for the printed circuit board (operation sheet form to be downloaded on http://zwod.technoservice.com.pl),

     • Gerber files (pattern),

     • assembly instructions in the form of PDF files (in case of specific requirements on the part of the Customer),

     • testing and functional activation instructions in the form of PDF files,

     • packing instructions and other instructions regarding the remaining requirements on the part of the Customer in the form of PDF file.

The Contractor shall also accept other forms of documentation, yet this will require additional costs relating to the preparation of technological documentation resulting in individual pricing for the Contractor – 1h = 200 PLN, but no less than 500 PLN.

3. The documentation thus delivered by the Customer shall be marked with the Contractor’s unique identifier. The documentation identifier shall be given each time on the commission confirmation.

4. On the basis of the documentation delivered by the Customer the Contractor shall prepare specific technological documentation, specifying the materials used, sequences of operation and manner of executing a given commission.

5. Any change in the documentation delivered by the Customer may only be made on his own initiative or with his consent. This shall entail each time the change of the identifier and the necessity to draw up new technological documentation, which could mean an amendment to the conditions of commission execution, including a change in the unit price of a product. In the case when changes in documentation relate to electronic parts with a long delivery time or in the case of technology changes calling for suitable preparations on the part of the Contractor the Customer should allow for appropriate advance in time. The above shall be notified to the Customer by the Contractor in writing.

6. When renewing commissions, the Customer shall be obliged to state the documentation identifier on the basis of which a given commission is to be executed.

III. Materials and electronic components

1. The Contractor shall ensure complete deliveries and storage of materials and electronic parts necessary for the production process.

2. Materials and electronic parts shall be purchased allowing for the so-called technological surplus within an accuracy of one collective package offered by a given manufacturer (of band, strip etc.).

3. Technological surplus shall mean:

• the so called “warming up” with a length of minimum 35cm for passive components delivered in 8-mm bands, allowing 3% surplus according to quantity specified in the documentation- but no less than 10 pieces,

• in the case of components delivered in bands wider than 8mm, allowing 3% surplus according to the quantity specified in the documentation, but no less than 5 pieces,

• in case of components delivered in sticks:

  • for the SO case type, allowing 3% surplus according to quantity specified in the documentation- but no less than 5 pieces,

  • for the TSSOP case type, allowing 5% surplus according to quantity specified in the documentation- but no less than 10 pieces,

  • for the other case types, allowing 5% surplus according to quantity specified in the documentation- but no less than 5 pieces,

• in the case of components delivered in trays – allowing for 0,5% surplus according to quantity specified in the documentation- but no less than 1 piece (in case of expensive components- individual agreements),

• in case of delivering THT components – allowing for 1% surplus according to quantity specified in the documentation- but no less than 5 pieces, in case of delivering junctions or mechanic components – 3% surplus according to quantity specified in the documentation, but no less than 10 pieces,

• specific, dedicated components – individual arrangements,

• PCB’s – all tested and in full panel.

4. The production may be carried out in part or in whole out of provided materials, delivered by the Customer, the stipulation being that:

a) electronic components:

• electronic components should be delivered in accordance to the provisions included in points 2,3;

• in the case of components delivered in bands, the same components shall be delivered in one piece,

• all fragile components should be hermetically sealed,

• the parts should be delivered in the manufacturer’s declared, original collective packages – a change in the type of collective package shall necessitate a change in the Contractor’s technological documentation, which will generate additional costs,

• the Contractor, without prior warning, stipulates the right to claim payment for additional services during preparation or production process from the Customer for not following the rules mentioned in paragraph 3, that is:

  • in case of delivering components discordantly to the rules, the Contractor will charge the Customer in min. 5% of the net value of order for 1 type of invalid components, but no less than 500 PLN per order,

  • when the in-check analysis will indicate the discordance of more than 5% of the components, the Contractor has the right to stop the production process and send back all the components sent by the Customer on his cost. Moreover, the Customer will be charged for production preparation and re-running – according to an offer or other agreements between the Customer and the Contractor – and costs of other standard services provided to the Customer from the moment of registering an order.

• the Contractor does not take responsibility for control and quality in-check of the components delivered by the Customer before production process starts, unless there is a visible package damage. Moreover, the Contractor does not take responsibility for the Customer’s invalid deliveries, different from technological documentations.

URGENT: in case of the Customer’s technologically invalid delivery (PB components instead of PBfree components), the Contractor stipulates the right to charge the Customer for befouling soldering aggregate. The cost of tin batch exchange – 50.000 PLN net – would be charged from the Customer. We kindly ask You to pay attention to labeling PB and PBfree components.

b) printed circuit boards:

• in case of the Customer’s PCB’s delivery (PCB not produced in Printed Circuit Boards Manufactory “Techno-Service” S.A.), in order to eliminate any mistakes, the Customer should make an agreement with the Contractor according to the measurements of the panel,

• PCB’s sent by the Customer should have been tested and in full panel.

c) the Customer’s deliveries:

• all components and materials should be sent within one delivery at an agreed delivery time.

• the Customer is bound to attach components list with the components specification used in documentation (BOM), with every order.

d) time of deliveries:

• in case of missing agreed date for components or other production materials delivery date, or in case of invalid delivery (different to paragraphs 2, 3, 4a,b,c ), the Customer’s products confirmed delivery date will be instantly cancelled, even if the delivery is slightly delayed. In that case, the Contractor is obliged to submit at least two new delivery dates, according to the Contractor’s production schedule. The Customer then has the right to choose one of the mentioned dates. In case of not choosing the new delivery date, the Contractor has the right to resolve production agreement with the Customer.

e) derogations:

• all derogations from mentioned conditions of deliveries of components and other production materials, has to be agreed between the Customer and the Contractor in writing (e-mail, fax) before the production process starts,

• in case of derogation the Contractor has the right to charge extra, according to “General conditions of fee-for-task agreements for contractual electronics assembly carried out by Ecological Electronics Assembly Center TSTRONIC 2008”.

5. The Contractor shall ensure close supervision of the parts meant for the purposes of making the Customer’s products. The supervision shall in particular consist of:

• separating and marking off with the Customer’s code a special zone in the warehouse exclusively used for the needs of the materials and parts used in connection with the making of the Customer’s products,

• storing individual materials in separate containers for materials used exclusively for the purposes of a given product and for collective materials used for the making of several products,

• marking each collective package with a bar code which will allow monitoring the movement of the material during commission execution,

• handing out parts for production purposes in accordance with the technological documentation and regaining the above-mentioned unused (remaining) parts after execution of a given product.

5. Once in a quarter, the Customer shall be entitled, after earlier arrangement of a time, to check the parts and materials collected in connection with the making of his product.

6. Faultless materials and electronic parts which have been collected by the Contractor or his deliverers or have been left over in connection with the making of the commissioned products, amongst other as a result of amendments in the documentation, changes in the quantity of the commissioned products etc., and have not been used in the process of product making for the Customer shall be stored for the needs of the Customer for an agreed period of time, yet no longer than 3 months. After the elapse of that period of time they shall be sold, subject to point 8, to the Customer at agreed prices of these materials and parts and by agreed payment deadlines and shall be made available to the Customer.

7. Materials remaining from the so-called technological surplus which have not been used in the process of commission execution shall be included in the price of making a given batch of products and shall not be subject to the sale referred to in point 7.

8. The Customer shall be obliged to receive the materials and electronic parts left at his disposal within 7 days from notification, otherwise the Contractor shall dispatch the above-mentioned materials and parts to the address and at the expense of the Customer. The VAT invoice shall be issued on the date the above-mentioned materials and parts are left at the Customer’s disposal, ex Contractor’s warehouse.

9. In case the Customer delivers printed circuit boards (not manufactured in the Printed Circuit Production Plant “Techno-Service” S.A.), the Customer should agree with the Contractor the panel dimension in which the PCBs should be produced in order to avoid discrepancies in the technological possibilities of assembly.

10. The Customer shall be obliged to append each time to the delivered materials and parts a specification including the markings used in the documentation. Any derogations from the agreed terms of delivering materials and electronic parts must be agreed between the Customer and the Contractor in writing.

11. In case the Customer does not meet the declared delivery deadline of parts or delivers the parts otherwise than stated in points 2,3,4 and 11 the deadline for execution of his commission originally confirmed to the Customer shall be cancelled automatically regardless of the number of days of delay in delivery and the quantity of material which has not been delivered. In such a case the Contractor shall make every possible effort to set for the Customer without delay a minimum of two new deadlines for completing his commission. The Customer shall be obliged to select one of these deadlines. Failure to select a deadline shall oblige the Contractor to dissolve the agreement through the fault of the Customer.

IV. Quantitative tolerance

1. The Contractor shall reserve the right to a quantitative tolerance of +10/-5% of the product manufactured for the Customer in the case of panel-arranged printed circuit boards (PCB). The assumed quantitative tolerance follows from the technology of printed circuit board manufacture. In the case when a smaller or larger number of articles are manufactured within the limits of the above-mentioned tolerance than ordered, the Customer shall make payment according to the actual number of the product delivered. The above shall not fall under inappropriate execution of the agreement by the Contractor.

2. The Customer in his offer inquiry and order may reserve the execution of the order for PCB with a quantitative tolerance of +0/-0%, resulting in individual pricing for the Customer.

V. Prices and terms of payment

1. The prices quoted by the Contractor are net prices exclusive of value added tax (VAT), EXW, loco Contractor’s warehouse – Gdańsk, ul. Benzynowa 19.

2. The Contractor shall reserve the right to demand a change in price in case of:

• amendments in documentation,

• quantitative changes in the order,

• changes exceeding 3% of the prices of materials or currency exchange rates (EUR/PLN, US$/PLN, EUR/ US$)

The above fact shall be notified by the Contractor to the Customer.

3. The Contractor after having received an order shall issue a pro forma invoice by way of a deposit to the Customer which shall constitute an advance payment for the parts agreed with the Customer.

4. Payment shall be made within the deadline and into the bank account stated in a given VAT invoice.

5. The payment date shall be deemed the date the whole of the amounts due referred to in the VAT invoice have been received in the Contractor’s bank account.

6. In case the Customer fails to meet his payment deadline, statutory interest shall be worked out on the delay.

7. In case of delay exceeding 14 days the Contractor shall be calculating interest in double the amount and he may also cause the execution of subsequent commissions to be suspended. The above fact shall be notified by the Contractor to the Customer in writing.

VI. Execution deadline

1. The Contractor in his confirmation of acceptance of a commission for a given batch of products shall specify the borderline and likely deadline for execution of the commission.

2. The Contractor after collecting a complete set of the materials and electronic parts necessary for commission execution shall notify the Customer without delay and shall carry out assembly of the ordered batch of product within a deadline agreed with the Customer.

VII. Delivery

1. The Contractor shall without delay inform the Customer in writing about having executed the ordered batch of product.

2. The time of completing the order shall be considered the date a given batch of product has been left at the Customer’s disposal, ex Contractor’s warehouse.

3. The delivery shall take place without delay and at the cost and risk of the Customer in a manner agreed in the order and in the execution confirmation of a given product, yet no later than within 7 days from the notification date.

4. The moment the product is collected by the carrier or Customer, the Customer shall assume the benefits and burdens related to the thing, as well as the risk of accidental loss of the product or damage to it.

5. Delay in collecting the product in the case the Customer collects it himself or refusal to collect it by the carrier stated in the confirmation of the order shall entitle the Contractor to calculate contractual fines in the amount of 0.5% of the net value of a given batch for each day’s storage, yet no less than PLN 100. Failure to collect the object of delivery within the non-extendible period of 30 days, reckoning from the date of the execution deadline specified in the agreement, shall entitle the Contractor to refer the object of delivery as waste to a garbage dump. The costs which have arisen as a result thereof shall be borne by the Customer. The above case shall not exempt the Customer from the obligation to pay the VAT invoices issued to him by the Contractor and the above-mentioned contractual fines.

6. As a standard procedure:

7. each individual product shall be marked by the Contractor with a sticker containing its individual number as well as the week and year of product manufacture plus the manufacture technology (Pb, Pb),

8. each individual product shall be wrapped up in an air bubble film and packed in a carton with dividers (collective package),

9. each collective package in the delivery shall bear, amongst other, the following markings:

   • Contractor’s name,

   • name of component given by the Customer (type of package),

   • order number,

   • manufacture date,

   • number of articles in package,

10. for each delivery and separately for each product batch, a quality certificate shall be issued containing amongst other:

• certificate number and its date of issue,

• Contractor’s name,

• name of component given by the Customer (type of package),

• order number,

• documentation identifier,

• number of articles in the batch with a statement of the scope of identifiers of products to which the certificate relates,

• type of final check conducted,

• identifier of the person issuing the certificate.

7. The standard package is included in the product price.

8. The Contractor shall execute marking and packing otherwise than in the standard manner for an appropriate fee.

9. The packing material, protective equipment and auxiliary means of transport shall be non-returnable, unless agreed otherwise.

10. Events caused by force majeure (all extraordinary circumstances, external in their nature, which could not have been anticipated, such as: disasters, natural disasters, floods, fires, explosions, strikes etc., which in whole or in part prevent the fulfillment of the obligations following from the agreement, as well as unstable functioning of the Internet and incorrect operation of computers) shall entitle the Contractor to postpone the delivery date by the period for which a given imitation lasts and by the period necessary to resume operation. The change of delivery date shall be notified without delay by the Contractor to the Customer.

VIII. Collection and warranty

1. The Contractor shall offer a 24-month warranty for his services and a 12–month warranty for the assembled electronic components.

2. The warranty period shall start from the date the product has been left at the Customer’s disposal, subject to point 4c.

3. The warranty shall only cover material and manufacture faults, leaving out faults resulting from operation for purposes for which the product has not been designed or usage derogating from the climatic conditions existing in the moderate climatic zone or subjecting the product to the effect of harmful external factors which do not exist during normal operation (for instance fumes, excessive vibrations). Warranty-related responsibility shall also be excluded if the electronic components have parameters which do not fall within the parameters specified by their manufacturer.

4. a. Each batch of the product delivered by the Contractor shall be subjected, under penalty of losing the right to its return in whole and its recheck and repair, by the Customer within 2 working days to statistical preliminary checks including:

   • checking accordance with the order confirmation and documentation,

   • checking accordance of assembly with the IPC-A-610D PL standard class II,

   • checking the parts and materials delivered by the Contractor, in accordance with the AQL level (according to the PN-ISO 28591 standard version 2005 – Procedures of random check using the alternative method) specified for each product.

2. in case of a negative result of the check specified in point 4a the

Customer shall without delay lodge a written complaint and send back, in accordance with the provisions of point 5, the entire batch for another verification and repair.

c. the date of product delivery shall be the date of actual delivery which has successfully passed the checks referred to in point 4a.

5. The Customer shall complain about the product delivered by the Contractor in written form.

6. The Contractor’s written response to the complaint shall be presented to the Customer

within 5 working days from the date complaint verification becomes possible (written

complaint and the product and/or photograph of the fault sent by the Customer).

7. In case the complaint is accepted the Contractor shall repair the faulty products and deliver

them to the Customer’s seat within the agreed deadline at the Contractor’s own expense.

The Contractor shall also bear the costs of the previous delivery of the faulty products from

the Customer’s seat.

8. Complaint-related repair made by the Customer on his own may only be carried out with the

Contractor’s written consent, however the Contractor shall be burdened with the costs of

that repair which shall not derogate from the market level.

9. In case of delay exceeding 5 working days in the repair deadline specified in point 7, the

Customer shall be entitled to repair the faulty products on his own at the Contractor’s cost,

however the cost of repair may not be higher than the manufacture cost of given products

plus transport cost.

IX. Trade secret

1. The Contractor and the Customer shall be obliged to keep secret the information regarding the terms of the agreement and the information conveyed by the Customer regarding the products and technology, which one of the parties has acquired during cooperation and which have not been made public.

2. The Contractor shall be obliged to make every effort to secure in an appropriate manner both the product patterns as well as technological documentation regarding the products from access by unauthorized personnel.

3. The Contractor shall ensure that neither the product patterns nor technological documentation and their parts will be used by the Contractor either directly or indirectly in any manner for any works which have not been commissioned by the Customer.

4. The confidential information referred to above may be subject to disclosure in the case when the Customer gives his consent to its disclosure or if it is disclosed at the demand of competent public authorities having an appropriate statutory legitimization, and moreover when the disclosure in the necessary scope follows from the essence of the activities connected with Agreement implementation (for instance order made to the deliverers, information contained in the bills of lading, in bank transfers etc.).

5. The above arrangements shall be applicable throughout the period of manufacture of a given product by the Contractor and for the period of 1 year from the completion date of its manufacture.

X. Final provisions

1. The place of jurisdiction in case of dispute for both parties to the agreement shall be the court competent for the Contractor’s seat.

2. Before referring a case to court decision the parties shall be striving at amicable settlement of the dispute.

3. For any legal relations between the Customer and the Contractor the legal provisions of the Republic of Poland shall be applicable.