1. Definitions
- “Triad” refers to Triad Electronic Technologies, an Arizona-based electronics manufacturing services (EMS) provider.
- “Customer” refers to the entity or individual contracting Triad’s services.
- “Services” refers to the electronics manufacturing services provided by Triad, including but not limited to printed circuit board (PCB) assembly, testing, prototyping, box build, and related services.
- “Deliverables” refers to the finished products, assemblies, or components resulting from the Services.
- “Specifications” refers to the Customer-provided documentation detailing the requirements for the Deliverables, including drawings, schematics, bills of materials (BOMs), assembly instructions, and any other relevant technical documentation.
2. Acceptance of Orders
This document and the related Quote constitutes an offer by Triad. Triad’s acceptance of any Customer order is expressly conditional on the Customer’s assent to all of these Terms and Conditions. Any Purchase Order (PO) issued by the Customer shall constitute an unqualified acceptance of these T&Cs and a rejection of any and all additional or different terms proposed by the Customer. Triad’s commencement of work or shipment of Deliverables will not constitute acceptance of any terms other than these T&Cs.
3. Pricing and Payment
Prices for Services are as quoted by Triad and are valid until the expiry date listed on the quote. Payment terms are net 30 days from the date of invoice, unless otherwise agreed in writing. Late payments are subject to a late payment fee of 1.5% per month or the maximum rate allowed by law, whichever is lower. Triad reserves the right to suspend or terminate Services for non-payment.
4. Deliverables and Inspection
Delivery dates are estimates and not guaranteed. Triad shall not be liable for any delay or failure to deliver caused by circumstances beyond its reasonable control, including but not limited to component shortages, supplier delays, or force majeure events.
The Customer shall inspect the Deliverables upon receipt and notify Triad of any non-conformities within 10 business days. Failure to do so constitutes acceptance.
5. Deliveries, Risk of Loss, and Title
5.1. Shipping Terms
All shipments of Deliverables will be made F.O.B. Triad’s facility in Phoenix, Arizona, unless otherwise explicitly agreed upon in writing by an authorized representative of Triad.
5.2. Risk of Loss and Title Transfer
Risk of loss and title to the Deliverables shall pass to the Customer upon Triad’s delivery of the Deliverables to the carrier at Triad’s facility (F.O.B. Triad’s facility).
5.3. Shipping Arrangement
Customer-Paid Shipping (F.O.B. origin): If the Customer provides its own shipping account number (e.g., FedEx, UPS) or otherwise arranges and pays for shipping, the terms are F.O.B. Triad’s Facility. The Customer is responsible for all shipping costs, insurance, and filing of any claims for loss or damage after the Deliverables leave Triad’s dock.
Triad-Paid Shipping (Prepaid & Added): If Triad prepays and adds the shipping charges to the Customer’s invoice, Triad will arrange the shipment and will file any necessary transit claims. However, Risk of Loss still transfers upon delivery to the carrier (F.O.B. Triad’s Facility), unless a specific Incoterm (like DAP or DDP) is agreed upon in teh Quote or Order Confirmation.
6. Customer-Provided Materials (Consigned Materials)
6.1. Requirements
The Customer shall provide all consigned materials (e.g. surface mount components, PCBs, special parts) in compliance with the requirements specified on the Quote, including but not limited to the required overage/buffer quantity, component packaging (e.g., reel, tube, tray), and quality certification.
6.2. Liability
Triad is not responsible for defects, quality issues, or shortages in any Customer-Provided Materials. Any rework, delays, or costs incurred by Triad due to deficiencies in Customer-Provided Materials will be billed to the Customer at Triad’s standard hourly rate.
6.3. Excess Materials (Managed Inventory Program)
Upon completion of the order, all usable excess Customer-Provided Materials shall, by default, be placed into Triad’s Managed Inventory program for use on future Customer projects.
6.3.1. Customer Request for Return
The customer may request the return of excess Customer-Provided Materials at any time. Triad shall comply with such requests within a reasonable time, provided the Customer is current on all payments due to Triad.
6.3.2. Shipping Costs
The customer shall be responsible for any and all shipping, handling, and insurance costs associated with the return of such materials.
6.3.3. Inventory Risk
Triad shall maintain reasonable care for materials held in the Managed Inventory Program; however, the Customer retains all risks of loss, damage, obsolescence, or depreciation of such materials. Triad reserves the right to dispose of materials that have been held for more than 24 months without an active Purchase Order or upon termination of the business relationship.
7. Lead Time and Order Commencement
7.1. Lead Time/Turn Time
All lead times (Turn Times) provided in the Quote or Order Confirmation are estimates.
7.2. Order Initiation
The agreed-upon Turn Time shall commence only upon the fulfillment of all the following conditions:
- (a) Triad’s receipt of a binding Purchase Order (PO) from the Customer.
- (b) Triad’s receipt of all necessary Customer-Provided Materials (if applicable) that meet the requirements of Section 5.
- (c) Triad’s receipt of the final, complete, and approved technical data package (specifications).
- (d) Triad’s receipt of any required advance payment.
8. Pricing, Tariffs, Delays
8.1. Price Adjustments (Tariffs).
The quoted price is based on current import duties, tariffs, and taxes. If any new or increased tariffs, duties, or government-imposed fees become effective after the Quote date, Triad reserves the right to increase the price of the Deliverables commensurately to cover such additional costs. Triad will notify the Customer of such increases prior to implementation.
8.2. Progress Invoices (Order Delays).
If Triad has completed work on the Deliverables, but the final delivery is delayed due to Customer action, inaction, failure to provide materials, or other causes outside of Triad’s control, Triad reserves the right to issue progress invoices for the value of the completed work or incurred costs. Payment terms of Net 30 days, as specified in Section 3, shall apply to all such progress invoices.
9. Warranty and Limitation of Liability
9.1. Workmanship Warranty
Triad warrants that the Deliverables will be free from defects in workmanship for a period of ninety (90) days from the date of initial shipment (the “Warranty Period”).
This warranty is strictly limited to conformity with the applicable workmanship standards as defined by IPC-A-610 and/or J-STD-001, corresponding to the IPC Class (I, II, or III) explicitly stated on teh Purchase Order (PO) and accepted Quote.
The Customer shall notify Triad in writing of any claimed warranty non-conformance within the Warranty Period. Triad’s sole obligation, and the Customer’s exclusive remedy, for any breach of this warranty is limited to the repair or replacement of the non-conforming Deliverables, at Triad’s sole discretion, provided the failure is directly attributable to Triad’s manufacturing process.
Exclusions: This warranty does not cover defects or failures arising from, or related to: (a) misuse, abuse, neglect, alteration, unauthorized repair, or failure to follow triad’s instructions; (b) Customer-Supplied Materials (including components and bare PCBs); (c) failures due to design errors, regardless of who provided the design; (d) failures related to the functionality or performance of the final product; or (e) failures resulting from handling, storage, or operational environments after delivery.
9.2. Limitation of Liability
Triad’s liability for any claim arising out of or related to these Terms and Conditions, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer for the Services giving rise to the claim. Triad shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits or business interruption.
10. Intellectual Property
The Customer retains ownership of all Intellectual Property rights in the Specifications. Triad shall not use the Specifications for any purpose other than providing the Services. Triad may use generic process knowledge gained during the provision of Services for other customers, provided that it does not disclose any confidential information of the Customer.
11. Confidentiality
11.1. Definition
“Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other part (the “Receiving Party”) that is either: (a) clearly marked as “confidential” or “proprietary”; or (b) reasonably understood, given the nature of the information and the circumstances of disclosure, to be confidential. This includes, but is not limited to, the Deliverables’ design, schematics, BOMs, pricing, and business plans.
11.2. Obligation
The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling this agreement and shall exercise the same degree of care, but no less than reasonable care, to protect the confidentiality of such information as it uses to protect its own confidential information of a similar nature. The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent.
11.3. Exclusions
Confidential Information shall not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prior notice to the Disclosing Party.
11.4. Survival
The obligations of confidentiality set forth in this Section 10 shall survive the termination or expiration of this agreement for a period of three years.
12. Termination
Either party may terminate this agreement for cause upon written notice if the other party materially breaches these Terms and Conditions and fails to cure the breach within 30 days of notice. Upon termination, the Customer shall pay for all Services rendered up to the date of termination.
13. Compliance with Industry Standards
Triad shall perform the Services in accordance with industry best practices and relevant standards, including IPC-A-610 Class 2 (or as specified by the Customer) for Acceptability of Electronic Assemblies.
14. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Arizona.
15. Dispute Resolution
Any dispute arising out of or relating to these Terms and Conditions shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.
16. Entire Agreement
These Terms and Conditions constitute the entire agreement between the parties and supersede any prior or contemporaneous communications or agreements, whether oral or written.
17. Modification
These Terms and Conditions may only be modified by a written agreement signed by both parties.
By placing an order with Triad, the Customer acknowledges that it has read, understood, and agreed to these Terms and Conditions.
Revision: 30-Oct-2025