Terms & Conditions
By using the Site or placing an order for Products, you represent and warrant to us that you are at least 18 or the age of majority in your jurisdiction required to form a binding contract. If you are using the Site or placing an Order on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the terms of this Agreement.
We may from time to time modify this Agreement (including the Policies). Those changes will become effective immediately upon posting on the Site or our other notice of such changes to you. You are responsible for reviewing and becoming familiar with any modifications. Your access or use of the Site or placement of Orders after posting or other notification to you of changes to this Agreement constitutes your acceptance of the Agreement as changed with respect to use of the Site or orders for Products placed after such change.
Using the quotation request form made available to you by us through the Site, you may prepare and submit a request for a quotation for Products. You must provide all of the information required by the quotation request form in a format acceptable to us (the “Build Information”), including design files, technical specifications for the Product (the “Specifications”) and the bill of materials (the “BOM”). If we do not feel that we can design, fabricate and/or assemble the Products requested or otherwise do not accept your request, we will notify you via email, and may suggest changes that would enable us to accept your request. If we accept your initial quotation request, or if we agree on revised Build Information or other changes to your initial quotation request through subsequent email or other written communications (“Pre-Quote Changes”), we will provide you with a quotation for the applicable Products, including estimated delivery time, pricing and the total cost for the order (the “Quotation”). Quotations are valid for a period of sixty (60) days or such other period as is identified in the Quotation. You can accept the Quotation during that period and place an order for the applicable Products (an “Order”) by using the functionality made available through the Site for such purpose. Once an Order has been placed, it cannot be changed except with our written consent (changes consented to by us in writing are referred to as “Post-Order Changes”). In addition to the terms of this Agreement, each Order incorporates the Build Information, any Pre-Quote Changes, the Quotation and any Post-Order Changes. In the event of a conflict, an Order shall be interpreted to give priority as follows: (1) Post-Order Changes, (2) Quotation, (3) Pre-Quote Changes, (4) Build Information and (5) the other terms of this Agreement.
Reservation of Rights
We reserve the right to reject any request and to place limitations and restrictions on the types of Orders we will accept, such as minimum and maximum order sizes, limitations on the Specifications we can accept or limitations on the materials or components we can obtain or use. We will make reasonable efforts to notify you of those limitations and restrictions on the Site.
Responsibility for Design and Other Information
You acknowledge that you are solely responsible for the design of the Products and other Build Information and for any other information, materials or technology supplied by you (collectively “Your Information”). Although Bay Area Circuits may provide comments and/or suggested changes to Your Information in connection with Pre-Order Changes, Post-Quote Changes or otherwise, Bay Area Circuits will have no liability for any such comments or suggested changes or any errors, omissions or other deficiencies in Your Information, including without limitation your design. You represent and warrant to us that the information you provide to us in connection with an Order, including without limitation the information in your Quotation Request or in any communications with respect to Pre-Quote Changes or Post-Order Changes, is accurate and complete.
Bay Area Circuits may provide you with the ability to create and maintain an account with Bay Area Circuits for your use of the Site and placement of Orders. As part of the registration process for an account, you will be required to provide certain information to us. The information you provide in the registration process, or in updating such information, is referred to as “Registration Data”. You agree that all Registration Data you provide to us will be and will remain accurate, current, and complete and you agree to update this information to keep it accurate, current and complete. You are solely responsible for maintaining the confidentiality of your account log in information and password. You agree not to use the email, username, password or account of another user, or to permit anyone else to use your username, password or account. If you become aware of any unauthorized use of your username, password or account, you agree to notify us immediately. You are solely responsible for all activities that occur under your account. You acknowledge that you do not own your account, nor do you possess any rights of access to data stored in your account. You acknowledge and agree that Bay Area Circuits owns any information or data resulting from your use of the Site.
Orders begin processing as soon as they are confirmed, and we immediately begin to incur irreversible fees. If the Order is complete at the time of cancellation we will invoice you for, and you agree to pay, the full price for the Products as set forth on the Quotation. If the Order is not yet complete, we will invoice you for, and you agree to pay, all costs incurred by us in connection with the cancelled Order plus charges for labor through the date of cancellation. In such event, we will use reasonable efforts to cancel orders for materials not yet shipped and otherwise mitigate our costs.
Pricing for Products is in U.S. dollars as set forth in the applicable Quotation. Pricing is exclusive of any taxes, levies, duties, or shipping fees, and you are wholly responsible for any taxes, levies, duties or shipping fees that may arise out of this Agreement or your purchase or use of Products, including without limitation sales, use or value-added taxes. Post-Order Changes requested by you, or design issues or other errors or omissions by you with respect to Build Information, may also result in additional charges.
Unless we have approved you for credit for an Order, payment for Products is due in advance at the time of purchase. Credit approval is on an Order by Order basis and in our discretion. Unless otherwise agreed by Bay Area Circuits, if credit is approved, payment terms are net thirty (30) days from the date of invoice. Amounts not paid when due are subject to a finance charge of 1.5% per month (or part of a month), or the maximum permitted by law, whichever is less, plus all reasonable expenses of collection.
Components used by us in assembly of Products are based on the BOM. Unless we agree otherwise in writing, components must be components that we can source from our standard vendors and are purchased on a per Order basis. We do not store or otherwise promise to inventory any components unless agreed in writing. If we agree to accept consignment of components as part of an Order, we will provide suitable bin locations for the consignment stock and store the consignment stock at our expense. However, you will remain liable for all risk of loss of consignment stock.
Unless otherwise agreed upon, all Products are shipped FOB Origin (our Fremont, CA facility), Freight Collect. You assume risk of loss when we deliver the goods to a carrier at that location. We will use commercially reasonable efforts to meet quoted delivery times and agreed delivery dates. However, delivery times and dates are estimates and we cannot guarantee they will be met. Unavailability of material, components, errors or omissions in your Build Information or other delays caused by you, Post-Order Changes and other similar circumstances outside of our control, among other things, can affect our ability to meet posted delivery times or agreed delivery dates.
Warranty and Returns
Bay Area Circuits warrants that the Products will be free from defects in materials and workmanship and will conform in all material respects to agreed Specifications for a period of 30 days from the date of shipment. If a Product fails to conform to the foregoing warranty and a valid claim is received within the warranty period, Bay Area Circuits will, as your sole and exclusive remedy for breach of such warranty, at our option either (a) repair the Product, (b) replace the Product or (c) provide you with a credit or refund for the purchase price paid by you for the Product. This express warranty shall extend to you only and not to your customers or distributors or any other party. Modification of the Products after shipment voids this warranty. Warranty claims are further excluded to the extent they arise out of (i) force majeure events or other external causes, (ii) accident, misuse, or other use of the Products outside of normal operating conditions, specifications, or environment, or (iii) third party products or the actions or omissions of anyone other than Bay Area Circuits. Products may not be returned to Bay Area Circuits for warranty claims without our prior authorization. EXCEPT FOR THIS EXPRESS WARRANTY, BAY AREA CIRCUITS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, OUR SERVICES OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, STATUTORY OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
Neither party shall be liable to the extent its performance under this Agreement is prevented, hindered or delayed due to any cause beyond its reasonable control, such as acts of God, fire, flood, earthquake or other natural disaster, acts of any government, war, embargo, riot, acts of terrorism, strike or other labor action, power failures, component or material shortages, or interruption of internet or other communication method.
You agree to indemnify and hold harmless and (at our request) defend Bay Area Circuits and our affiliates, officers, directors, employees, agents, and representatives (collectively the “Indemnified Parties”) from and against any claim, liability, loss, damage, cost and expense, including reasonable attorneys’ fees, that directly or indirectly is caused by or arises out of (a) the Products or Your Information or use thereof, (b) your infringement, misappropriation or violation, or the infringement, misappropriation or violation by the Products or Your Information, of any rights of another person or entity, including without limitation, any patent, copyright, trademark, mask work, trade secret or other intellectual property right or publicity, confidentiality or privacy right, or (c) your violation of this Agreement.
Limitations of Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED TO THE POSSIBILITY OR COULD HAVE FORESEEN SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO BAY AREA CIRCUITS UNDER THIS AGREEMENT, AND OUR TOTAL LIABILITY TO YOU WITH RESPECT TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO BAY AREA CIRCUITS UNDER SUCH ORDER. Applicable law may not allow the limitation or exclusion of certain damages or liability, so the limitations in this Section and elsewhere in this Agreement may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Agreement is prohibited by applicable law or held to be unenforceable, then the limitations on damages and liability in this Agreement will apply to the maximum extent permitted by applicable law in that particular circumstance.
Governing Law; Venue; Limitation of Claims
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflicts of laws principles. You hereby consent to exclusive jurisdiction and venue in the state and federal courts in the County of Alameda, State of California, USA for resolution of any and all controversies, disputes, demands, counts, claims, or causes of action arising out of or relating to this Agreement. You and Bay Area Circuits submit to the personal jurisdiction of such courts for those purposes. Any claim you have under this Agreement must be brought within one (1) year after the cause of action arises.
Applicable law may require that we notify you of certain events, or this Agreement may require that we provide notice to you in certain circumstances. You acknowledge and consent that all such notices to you may be delivered to you and will be effective if they are (i) personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid, to you at the address provided by you to Bay Area Circuits in registering for a Bay Area Circuits account or in placing an Order or (ii) emailed to the primary email for you associated with your Bay Area Circuits account. All notices by you to Bay Area Circuits relating to this Agreement must be personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid, to Bay Area Circuits at: Bay Area Circuits, 44358 Old Warm Springs Blvd, Fremont, California 94538, Attn: Legal Department. Should you have any questions concerning this Agreement, or if you desire to contact us for any reason, please write to us at the above address, Attn: Legal Department, or email us at email@example.com.
Each party owns and shall retain all right, title and interest in its pre-existing intellectual property and in intellectual property newly created or developed by such party, whether developed by such party in the course of performance under this Agreement or otherwise.
This Agreement incorporates the terms of the Non-Disclosure Agreement executed between us (the “NDA”), if any. All information disclosed or provided pursuant to this Agreement that falls within the definition of “Confidential Information” in the NDA will be considered Confidential Information for purposes of this Agreement and the NDA and subject to the terms of the NDA. Notwithstanding anything to the contrary in the NDA, the purpose for which the receiving party may use Confidential Information of the other party disclosed or provided pursuant to this Agreement will include use in furtherance of this Agreement and the activities described in this Agreement. Please note that while we take reasonable steps to safeguard and to prevent unauthorized access to personal information or Confidential Information that we store or process, no safeguards are impenetrable. We cannot be responsible for the acts of those who gain unauthorized access by circumventing those safeguards, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to personal information or Confidential Information.
[Notwithstanding anything herein to the contrary, each of us may, during and after the term hereof, use in our business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee’s memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party’s intellectual property rights.]
We are an independent contractor, and this Agreement does not create a relationship such as a partnership, franchise, joint venture, agency, master/servant, or employment relationship. This Agreement contains the entire understanding and agreement of the parties with respect to the matters contained herein and supersedes any prior or contemporaneous understandings or agreements, whether written or oral, between the parties with respect to such matters. If any provision of this Agreement is found by a court having jurisdiction to decide on the matter to be illegal or unenforceable, then that provision will be enforced to the maximum extent possible and the remaining provisions of the Agreement will continue in full force and effect, No term or provision of this Agreement will be considered waived and no breach excused except pursuant to a written waiver or consent signed by the party granting the waiver or consent. All provisions of this Agreement that expressly or by their nature survive termination of this Agreement or any Order will survive expiration or termination of this Agreement or such Order. We reserve the right to assign our rights and obligations under this Agreement, however except with our prior written consent, you may not assign any of your rights or obligations under the Agreement. All rights and remedies of Bay Area Circuits hereunder are cumulative and in addition to those at law and in equity.