INDUSTRIAL ELECTRONICS SERVICES, LLC
TERMS & CONDITIONS OF SALE
These Terms & Conditions of Sale ("Terms") apply to quotations, sales, manufacturing services, repair and rework
services, and other products and services provided by Industrial Electronics Services, LLC ("IES") to its customers
("Customer"), unless otherwise agreed in a written agreement signed by authorized representatives of both parties.
1. ACCEPTANCE OF TERMS
IES's acceptance of any Customer purchase order is expressly conditioned upon Customer's acceptance of these
Terms. Any additional or conflicting terms contained in Customer's purchase order or other documentation are rejected
unless expressly accepted in writing by an authorized representative of IES.
Customer accepts these Terms by issuing a purchase order referencing an IES quotation, authorizing IES to proceed,
accepting delivery of Products, or otherwise purchasing Products or Services from IES.
2. DEFINITIONS
"Products" means goods, hardware, assemblies, subassemblies, components, or other deliverables manufactured,
repaired, reworked, procured, or supplied by IES. "Services" means manufacturing, repair, rework, testing,
engineering, programming, inspection, or other services performed by IES. "Order" means a Customer purchase order
or other authorization accepted by IES for Products or Services. "Affiliate" means an entity controlling, controlled by, or
under common control with a party.
3. QUOTATIONS
Quotations are based on the specifications, drawings, bills of material, quantities, schedules, forecasts, regulatory
requirements, and other information provided by Customer at the time of quotation.
Unless otherwise stated, quotations are valid through the expiration date shown on the quotation. If no expiration date
is stated, the quotation is valid for ten (10) business days.
IES reserves the right to correct errors or omissions and revise quotations when Customer requirements,
documentation, quantities, specifications, scope, material costs, supplier conditions, regulatory requirements, or other
assumptions change.
4. PRICING
Pricing applies only to the quantities, configurations, specifications, and schedules identified in the applicable
quotation. Changes to quantities, specifications, documentation, delivery, testing, regulatory, certification, or other
Customer requirements may result in revised pricing.
Unless expressly stated otherwise, prices exclude freight, insurance, taxes, tariffs, duties, customs charges, special
packaging, testing, certifications, and services not specifically identified in the quotation.
5. FORECASTING, FIRM DEMAND & PLANNING
Where Customer provides forecasts, blanket orders, releases, or other planning information, IES may use such
information for material procurement, production planning, staffing, and capacity planning.
Firm, forecast, and planning periods, including any permitted flexibility bands, will be as stated in the applicable
quotation, purchase-order acknowledgment, supply agreement, or other written agreement. Unless expressly agreed
otherwise, forecasts are planning information and do not obligate IES to maintain unlimited capacity or inventory.
Customer is responsible for reasonable material, work-in-process, finished-goods, supplier, and capacity commitments
incurred by IES in reliance upon firm demand and Customer-authorized forecasts.
6. MATERIAL PRICING & AVAILABILITY
Material pricing, availability, and lead times are subject to supplier and market conditions. IES will use commercially
reasonable efforts to obtain materials necessary to fulfill accepted Orders but does not guarantee supplier pricing,
availability, or lead times.
If material costs, tariffs, duties, governmental charges, supplier requirements, or other procurement costs change
materially after quotation, IES may adjust pricing before incurring the affected cost or as otherwise mutually agreed.
7. MATERIAL PROCUREMENT
When IES is responsible for procurement, IES will use commercially reasonable efforts to procure materials in
accordance with Customer-approved specifications and approved vendor requirements.
Industrial Electronics Services, LLC | Terms & Conditions of SaleIES does not independently warrant components or materials manufactured by third parties. To the extent permitted, IES will pass through applicable manufacturer or supplier warranties to Customer.
Customer is responsible for costs associated with minimum order quantities, package quantities, non-cancelable/non-
returnable (NCNR) materials, custom components, long-lead materials, and excess or residual inventory reasonably
procured to support Customer Orders or authorized forecasts.
IES may require advance payment for significant material purchases, long-lead materials, NCNR materials, custom
components, or other material commitments.
8. CONSIGNED / CUSTOMER-SUPPLIED MATERIAL
Customer shall provide sufficient quantities, including reasonable manufacturing attrition, in packaging and condition
suitable for manufacturing. Customer is responsible for the quality, authenticity, suitability, availability, and warranty of
Customer-supplied materials.
IES is not responsible for delays, defects, or additional costs resulting from deficient, damaged, counterfeit, improperly
packaged, insufficient, or otherwise unsuitable Customer-supplied materials. Additional handling, preparation,
inspection, repackaging, or processing may be subject to additional charges.
9. MATERIAL ATTRITION
Manufacturing processes may require quantities in excess of finished-product quantity. Unless otherwise agreed in
writing, material requirements may include reasonable manufacturing attrition based on component type, packaging,
process, and order quantity. Customer-supplied material must include sufficient quantities to accommodate applicable
attrition.
10. EXCESS & RESIDUAL MATERIAL
Customer is responsible for excess and residual material resulting from minimum order quantities, supplier package
sizes, NCNR requirements, long-lead purchases, custom materials, authorized forecasts, engineering changes,
cancellations, quantity reductions, or schedule changes.
IES may invoice Customer for such material when purchased or committed. Disposition may include shipment to
Customer, continued storage by written agreement, use on future Orders, or authorized disposal.
11. LEAD TIMES, DELIVERY & CAPACITY
Quoted lead times are estimates unless expressly identified as guaranteed in writing. Production scheduling depends
upon receipt of required materials, complete and accurate Customer documentation, approvals, production capacity,
and other applicable requirements.
IES will use commercially reasonable efforts to meet confirmed schedules but is not responsible for delays caused by
supplier shortages, Customer changes, incomplete information, transportation interruptions, governmental actions,
force majeure events, or circumstances beyond IES's reasonable control.
Where IES reserves dedicated capacity based on Customer forecasts, releases, or commitments, capacity-reservation
terms or fees may be established in the applicable quotation or written agreement.
12. CUSTOMER CHANGES
Changes to drawings, bills of material, specifications, quantities, schedules, testing, packaging, certifications,
regulatory requirements, or other requirements after quotation or Order acceptance may affect price and delivery.
IES may provide revised pricing and delivery schedules before implementing such changes. Customer is responsible
for reasonable costs incurred as a result of Customer-directed changes.
13. CANCELLATION & RESCHEDULING
Customer may not cancel, reduce, reschedule, or materially modify an accepted Order without IES's written consent.
For any approved cancellation, quantity reduction, schedule push-out, engineering change, or other Customer-directed
modification, Customer is responsible for costs and commitments reasonably incurred by IES, including:
• Completed Products and work in process
• Labor and Services already performed
• Materials purchased or committed, including NCNR, custom, long-lead, minimum-buy, and excess materials
• Supplier cancellation, restocking, and expedite charges
• Tooling, fixtures, stencils, programming, and NRE
• Reserved or dedicated capacity where specifically committed for Customer
• Other reasonable costs directly resulting from the change, cancellation, or rescheduling
Schedule changes are subject to IES approval and may result in revised pricing or delivery commitments.
Industrial Electronics Services, LLC | Terms & Conditions of Sale
14. EXPEDITE & PREMIUM COSTS
Customer-requested acceleration, schedule changes, or recovery actions may require premium freight, supplier
expedite charges, overtime, special handling, or other incremental costs. Such costs are Customer's responsibility
when approved by Customer or reasonably incurred to meet a Customer-requested accelerated schedule.
15. NRE, TOOLING, STENCILS & FIXTURES
Non-recurring engineering, programming, tooling, fixtures, stencils, and similar charges may be invoiced upon Order
acceptance or when the related commitment is incurred. Such charges are non-refundable once incurred or
committed, including upon Order cancellation, unless otherwise agreed in writing.
Unless otherwise agreed, such charges represent the cost of providing or preparing the applicable manufacturing
capability and do not necessarily transfer ownership of underlying IES processes, programs, manufacturing methods,
or intellectual property.
IES may dispose of inactive production-specific tooling, stencils, or fixtures after two (2) years of inactivity and
prototype-specific items after one (1) year of inactivity unless other arrangements are agreed in writing.
16. TESTING, CERTIFICATIONS & SPECIAL SERVICES
Testing, inspection beyond IES's standard processes, certifications, special documentation, reports, engineering
services, special packaging, failure analysis, investigations, Certificates of Conformance, AS9102 First Article
Inspection packages, or other services are included only when specifically identified in the quotation. Additional
requirements may result in additional charges.
17. PACKAGING
Standard IES packaging is included unless otherwise stated. Customer-requested or product-specific special
packaging, preservation, labeling, serialization, or shipping requirements may be subject to additional charges.
18. SHIPPING, TITLE & RISK OF LOSS
Unless otherwise stated in the quotation, shipments are Ex Works (EXW), IES facility, Gray, Tennessee (Incoterms
2020). Customer is responsible for freight, insurance, customs, duties, tariffs, and other transportation-related charges.
Title and risk of loss transfer to Customer upon delivery of the Products at the IES facility in accordance with the
applicable shipping terms.
Products held or stored at Customer's request following completion may be subject to storage charges and remain at
Customer's risk.
19. PAYMENT TERMS
Unless otherwise stated in the quotation, payment terms are Net 30 days, subject to credit approval. IES may require
partial or full prepayment for materials, Products, NRE, tooling, fixtures, Services, or other commitments.
Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by
applicable law. Customer is responsible for reasonable collection costs, including attorneys' fees where permitted by
law.
Customer may not offset, deduct, or back-charge amounts owed to IES without IES's written authorization. IES may
suspend work or shipments when Customer's account is past due or when IES reasonably determines Customer's
creditworthiness has materially changed.
20. TAXES, TARIFFS & DUTIES
Prices exclude applicable sales, use, excise, value-added, customs, tariff, duty, and similar governmental charges
unless expressly stated otherwise. Customer is responsible for applicable charges unless valid exemption
documentation is provided.
IES may pass through tariffs, duties, customs charges, or similar governmental assessments imposed on materials or
Products associated with Customer's Order.
21. IMPORT, EXPORT & TRADE COMPLIANCE
Each party shall comply with applicable import, export-control, sanctions, and denied-party laws and regulations
applicable to its activities.
Customer shall identify at the time of RFQ or Order whether Products, technical data, software, drawings,
specifications, or Services are subject to the International Traffic in Arms Regulations (ITAR), Export Administration
Regulations (EAR), or similar controls, and shall provide applicable classifications, including USML category or ECCN
where known, licenses, approvals, and other information reasonably necessary for IES to comply.
Industrial Electronics Services, LLC | Terms & Conditions of SaleIES may decline or condition acceptance of an Order based on its ability to lawfully perform the work, including
restrictions involving access to controlled technical data. Customer is responsible for export authorization required for
its resale, transfer, re-export, or other disposition of Products or technical data received from IES.
22. REGULATORY, CONTRACTUAL & MATERIAL REQUIREMENTS
Customer is responsible for identifying in writing, before quotation or Order acceptance, specific environmental,
material-declaration, regulatory, industry, government-contract, quality, or compliance requirements applicable to the
Product or Services.
Where applicable to a specific Order, such requirements may include Customer-required DFARS provisions, specialty-
metals requirements, conflict-minerals reporting, RoHS, REACH, or other identified flow-downs. IES is bound only to
requirements expressly accepted by IES in writing.
IES will make commercially reasonable efforts to obtain supplier documentation concerning applicable component or
material compliance but, unless expressly agreed otherwise, does not independently test or certify third-party materials
for such requirements.
23. WORKMANSHIP STANDARDS
Products will be manufactured to the workmanship standard specifically identified in the quotation, Order, drawings,
specifications, or other mutually agreed documentation. Any required IPC classification or other manufacturing
standard must be clearly identified and agreed before production.
24. COUNTERFEIT PARTS AVOIDANCE
IES maintains counterfeit-parts avoidance and detection processes consistent with its quality management system and
applicable customer requirements. For electronic parts procured to fulfill Customer Orders, IES uses manufacturers,
authorized distributors, or other sources approved under its quality system.
If a suspect or confirmed counterfeit part is identified, IES will quarantine the affected material, notify Customer as
appropriate, and take corrective action consistent with its quality system and applicable reporting obligations.
25. QUALITY RECORDS & RIGHT OF ACCESS
IES will retain quality records relating to Products manufactured or serviced under an Order for a minimum of seven (7)
years from shipment, or such longer period as required by an applicable government or regulatory requirement
accepted by IES.
Upon reasonable advance notice and during normal business hours, Customer, Customer's customer, and applicable
regulatory authorities may access applicable areas of IES's facilities and relevant quality records to the extent
reasonably necessary to verify conformance to accepted requirements, subject to IES security, confidentiality, export-
control, safety, and facility-access procedures.
26. INSPECTION & ACCEPTANCE
Customer shall inspect Products within ten (10) business days after receipt and notify IES in writing of any
nonconformance apparent upon reasonable inspection. Products not rejected within that period are deemed accepted
with respect to apparent nonconformances. Acceptance does not eliminate the applicable limited warranty for latent
defects discovered during the warranty period.
27. LIMITED WARRANTY
IES warrants its workmanship for the following periods beginning on the date of shipment:
• Repair or rework of Products not originally manufactured by IES: thirty (30) days
• Prototype, pilot, preproduction, quick-turn, sample, demo, refurbishment, rework, or engineering-change Product
manufactured by IES: ninety (90) days
• IES-manufactured production Product: three hundred sixty-five (365) Days
• Distribution-only Products procured and supplied by IES without IES manufacturing or repair work: applicable
manufacturer or supplier warranty only, to the extent transferable
IES's warranty applies to defects in IES workmanship only. For a valid claim, IES may, at its option, repair the affected
Product, replace it, or refund the purchase price paid for the affected Product.
Customer must request an RMA within thirty (30) days after discovering the claimed defect and no later than sixty (60)
days after expiration of the applicable warranty period. Customer is responsible for freight to return Product for
warranty evaluation. IES will pay reasonable return freight to Customer for Product confirmed as a valid warranty
claim.
28. WARRANTY EXCLUSIONS
The warranty does not apply to defects, failures, or damage resulting from:Industrial Electronics Services, LLC | Terms & Conditions of Sale• Customer-supplied materials, designs, specifications, or technical data
• Normal wear; misuse, abuse, neglect, or accident
• Improper installation, storage, handling, maintenance, or operation
• Unauthorized modification or repair
• Environmental exposure outside specified limits
• Shipping damage or external causes such as electrical surge, fire, or water
• Component obsolescence or incompatibility
• Design deficiencies not created by IES
• Conditions outside IES's reasonable control
Repair or rework of Products not originally manufactured by IES inherently involves additional risk. Unless otherwise
agreed, IES is not responsible for pre-existing conditions, latent defects, or conditions inherent in the Product being
repaired.
29. RMA & NONCONFORMING PRODUCT
Customer must obtain a Return Material Authorization (RMA) before returning Product. Following receipt and
evaluation, IES will provide a disposition, which may include repair, replacement, credit, return, or other mutually
agreed action, within a commercially reasonable time.
If returned Product is found not to be defective or not covered by warranty, Customer is responsible for evaluation,
repair, handling, and return freight charges as applicable.
30. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN
THESE TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
31. CONFIDENTIALITY & PROPRIETARY INFORMATION
Each party may disclose confidential or proprietary information to the other in connection with an Order. The receiving
party shall use such information only for purposes related to the applicable business relationship, protect it using at
least reasonable care, and disclose it only to personnel, Affiliates, and subcontractors with a need to know and
appropriate confidentiality obligations.
These obligations do not apply to information that becomes public through no fault of the receiving party, was rightfully
known before disclosure, is received lawfully from a third party without restriction, or is independently developed
without use of the other party's confidential information.
These obligations survive for five (5) years following disclosure, except trade secrets remain protected for so long as
they qualify as trade secrets under applicable law. Any separately executed NDA controls to the extent it conflicts with
this Section.
32. INDEMNIFICATION
IES shall indemnify, defend, and hold harmless Customer from third-party claims to the extent arising from IES's gross
negligence or willful misconduct in performing Services, or from a Product infringing a valid U.S. patent or copyright,
except to the extent the alleged infringement results from Customer-furnished designs, specifications, technical data,
materials, combinations, or unauthorized modifications.
Customer shall indemnify, defend, and hold harmless IES from third-party claims to the extent arising from Customer-
furnished designs, specifications, technical data, materials, or Customer's use of Products outside their intended or
agreed purpose.
Indemnification is conditioned upon prompt written notice, reasonable cooperation, and control of the defense and
settlement by the indemnifying party, provided no settlement admitting fault or imposing non-monetary obligations on
the indemnified party may be entered without that party's consent.
33. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING
LOST PROFITS, LOST REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING
FROM OR RELATED TO PRODUCTS OR SERVICES PROVIDED UNDER THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IES'S AGGREGATE LIABILITY ARISING FROM A PRODUCT,
SERVICE, OR ORDER SHALL NOT EXCEED THE AMOUNT PAID TO IES FOR THE PRODUCT, SERVICE, OR
ORDER GIVING RISE TO THE CLAIM.
Industrial Electronics Services, LLC | Terms & Conditions of SaleThe foregoing limitations do not apply to a party's indemnification obligations under Section 32, breach of Section 31,
gross negligence or willful misconduct, or death or bodily injury caused by negligence, in each case to the extent such
limitation is prohibited by applicable law.
34. INSURANCE
IES maintains commercial general liability, product liability, and workers' compensation insurance in amounts
consistent with its business and industry. IES will furnish a certificate of insurance upon reasonable Customer request.
Additional or customer-specific insurance requirements apply only if accepted by IES in writing.
35. ANTI-CORRUPTION & SANCTIONS
Each party shall comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and
applicable trade-sanctions and denied-party restrictions in connection with transactions under these Terms.
36. FORCE MAJEURE
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including
natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, epidemic or pandemic, governmental action,
transportation disruption, labor disruption, utility interruption, cyber or communication disruption, supplier failure,
material shortage, or equipment failure.
The affected party will use commercially reasonable efforts to mitigate the impact and resume performance and will
notify the other party within a commercially reasonable time when the event materially affects an Order. If an affected
Order cannot reasonably be performed for sixty (60) consecutive days, either party may request cancellation of the
affected portion, subject to payment for Products, Services, materials, and non-cancelable commitments incurred
before cancellation.
37. PUBLICITY & USE OF NAME
Neither party may use the other's name, logo, trademarks, or other branding in advertising, publicity, or promotional
materials without prior written consent, except as otherwise expressly authorized in writing.
38. NOTICES
Formal notices under these Terms shall be in writing and delivered by email with confirmation of receipt, recognized
overnight courier, or certified mail to the address identified in the applicable quotation or Order, or to another address
designated in writing.
39. GOVERNING LAW, VENUE & JURY TRIAL
These Terms and any transaction between IES and Customer are governed by the laws of the State of Tennessee,
without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of
Goods does not apply.
Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Washington
County, Tennessee, and waives objections to such venue to the extent enforceable. TO THE EXTENT PERMITTED
BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING FROM OR
RELATED TO THESE TERMS.
40. ASSIGNMENT
Neither party may assign its material rights or obligations arising from an Order without the other party's written
consent, except as part of a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to
the applicable business, subject to applicable law and contractual restrictions.
41. SEVERABILITY & WAIVER
If any provision is determined invalid or unenforceable, the remaining provisions remain in full force and effect. Failure
by IES to enforce a provision does not constitute a waiver of that provision or IES's right to enforce it later.
42. CONTINUOUS IMPROVEMENT
IES and Customer are encouraged to collaborate in good faith on forecast accuracy, schedule stability, quality, cost,
and supply-continuity improvements. This Section does not create guaranteed savings, capacity, delivery, or
performance obligations unless specifically agreed in writing.
43. ENTIRE AGREEMENT & ORDER OF PRECEDENCE
Unless a separate written agreement signed by authorized representatives of both parties provides otherwise, the
applicable IES quotation and these Terms constitute the agreement between IES and Customer concerning the
applicable transaction.
Industrial Electronics Services, LLC | Terms & Conditions of SaleIn the event of conflict, the following order of precedence applies unless expressly agreed otherwise in writing:
• A separately negotiated agreement signed by authorized representatives of both parties
• The applicable IES quotation and specifically negotiated terms contained therein
• These Terms & Conditions of Sale
• Customer's purchase order solely with respect to Product identification, quantity, requested delivery date, and
shipping instructions
Additional or conflicting Customer purchase-order terms are rejected unless expressly accepted in writing by an
authorized representative of IES.
44. ELECTRONIC ACCESS, VERSION & UPDATES
The current version of these Terms may be maintained on IES's website. Each published version should identify its
effective or revision date. The version in effect on the date of the applicable IES quotation or Order acceptance
governs that transaction unless otherwise agreed in writing.
Industrial Electronics Services, LLC
Gray, Tennessee, USA
Industrial Electronics Services, LLC | Terms & Conditions of Sale
