Terms & Conditions

Quotation | Customer Purchase Order | Supplier

Last Updated: September 11, 2026

Quotation — Terms & Conditions

1. Acceptance & Validity

This quotation is valid for 30 calendar days from the date issued. By accepting it, the customer agrees to these Terms & Conditions. Written acknowledgment — by email confirmation or a signed quotation — is required, and no purchase order will be entered into production until it is received. The pricing and terms on this quotation are not subject to verbal changes or other agreements unless approved in writing by the Seller. Any conflicting terms on the customer’s purchase order will not be binding on BayaTronics. Purchase orders received after expiration are subject to re-quotation.

2. Pricing

Prices are based on costs and conditions existing on the date of quotation and are subject to change before final acceptance. Quoted pricing assumes delivery within the quoted lead time; alternate schedules may affect price. Typographical errors are subject to correction, and minimum order values or quantities may apply. Purchaser agrees to accept either overage or shortage not in excess of ten percent, to be charged for pro-rata. Final pricing is based on final documentation.

3. Tariffs, Duties & Surcharges

Quoted prices do not include tariffs, duties, or import surcharges on components. Any such charges are passed through to the customer as a Purchase Price Variance (PPV) at the time components are ordered, based on the rates then in effect. The PPV is invoiced separately from, and in addition to, the quoted price.

4. Supply-Chain Adjustments

After receipt of the purchase order, BayaTronics reserves the right to adjust pricing, lead time, and availability based on changes in component cost, availability, freight, or other supply-chain conditions at the time materials are purchased. Any such change will be communicated and the purchase order revised accordingly.

5. Component Sourcing

BayaTronics sources components from the manufacturer or its authorized distributors whenever possible. When a part is only available through a broker or the open market, BayaTronics will proceed only with the customer’s approval; such parts carry added counterfeit/quality risk, may require added testing at additional cost, may require customer pre-payment, and are Non-Cancellable / Non-Returnable (NCNR). Warranty on broker-sourced parts is limited to any warranty passed through by the supplier.

6. Material Liability & Cancellation

To meet quoted lead times, BayaTronics may purchase long-lead components and manufacturer minimum order quantities (MOQ) in advance. The customer is responsible for material purchased or committed on its behalf — including long-lead, MOQ overage, and NCNR parts — in the event of cancellation, reduction, or design change. Orders cancelled or rescheduled after acceptance are subject to charges for committed material, work in process (WIP), and reasonable handling.

7. Pull-In / Expedite Requests

Requests to accelerate delivery after quotation or PO acceptance are subject to BayaTronics’ acceptance and material availability. Any expedite fees, premium freight, or spot-buy premiums required to meet the earlier date are for the customer’s account and require a revised purchase order.

8. Warranty

BayaTronics warrants assemblies to be free from defects in workmanship, to the applicable IPC-A-610 acceptance class, for 90 days from shipment unless otherwise stated. This warranty excludes defects arising from customer-supplied material, designs, or documentation, and from broker/open-market components, and is in lieu of all other warranties, express or implied.

9. Consigned & Customer-Supplied Material

This section applies whenever the customer provides components for the build — whether consigned (owned by the customer and shipped to BayaTronics) or purchased and furnished by the customer. Such material must be of suitable quality and delivered in sufficient quantity, including reasonable allowance for spoilage and attrition, and on a schedule that supports the build. BayaTronics is not responsible for defects, shortages, or delays caused by consigned or customer-supplied material, and any such issues may affect delivery and pricing.

10. General

Shipments are FOB (Free On Board) Origin; title and risk of loss pass upon delivery to the carrier. Prices exclude sales and use taxes. Purchaser assumes liability for patent and copyright infringement when goods are made to its specifications. All quotations and agreements are contingent upon strikes, accidents, fires, availability of materials, and all other causes beyond BayaTronics’ reasonable control. BayaTronics is not liable for indirect or consequential damages. Conditions not specifically stated herein shall be governed by established trade customs. This quotation is governed by the laws of the State of Texas.

Acronyms

FOB — Free On Board | IPC-A-610 — IPC Acceptability of Electronic Assemblies standard | MOQ — Minimum Order Quantity | NCNR — Non-Cancellable / Non-Returnable | PO — Purchase Order | PPV — Purchase Price Variance | WIP — Work In Process

Customer Purchase Order — Terms & Conditions

The following Terms & Conditions apply to all BayaTronics, Inc. Purchase Orders. By accepting a Purchase Order from BayaTronics, Inc. (“Buyer”), the supplier (“Seller”) agrees to the following.

1. Acceptance of Order

• This Purchase Order (“PO”) is BayaTronics, Inc.’s (“Buyer”) offer to the supplier (“Seller”). This order shall be deemed accepted unless Buyer is otherwise notified in writing within five (5) days from the date of order.
• By accepting this PO, shipping any goods, or performing any services against it, Seller agrees to these Terms & Conditions in full. These terms govern and prevail over any conflicting terms in Seller’s acknowledgment, invoice, or other documents unless expressly agreed to in writing by Buyer.
• Seller must confirm receipt of this PO and provide firm delivery dates to the Buyer’s email within 24–48 hours; otherwise the PO may be considered invalid.

2. Delivery, Schedule, Cancellation & Termination

• Due Date equals the BayaTronics dock date — the date material is required to arrive at BayaTronics, not the ship date.
• Seller must notify Buyer as early as possible if any product or process will not be delivered, or will not be delivered on time.
• This order may be subject to cancellation, in whole or in part, if not delivered by the specified Due Date. Time is of the essence, and Buyer is not obligated to accept early or partial shipments unless authorized.
• Termination for convenience: Buyer may terminate this PO, in whole or in part, for its convenience upon written notice. Buyer’s liability will be limited to conforming goods delivered and accepted, plus reasonable, documented costs for work in process authorized by the PO, less any resalable or returnable material.

3. Pricing, Invoicing & Payment

• Prices are as stated on the face of this PO and are firm. No increases are permitted without Buyer’s prior written approval.
• Invoices must reference the PO number and line items and be sent to the billing contact shown on the PO.
• Payment terms and freight terms (FOB/Incoterms) are as stated on the face of the PO.
• Title and risk of loss pass to Buyer upon delivery and acceptance at the FOB/delivery point stated on the PO.
• Right of set-off: Buyer may set off or deduct any amounts owed by Seller to Buyer (including costs of non-conforming goods) against any amounts payable under this or any other order.

4. Packaging, Labeling & ESD/MSD Handling

• Goods must be suitably packaged to prevent damage in transit, with the PO number and line item clearly marked on each package and a packing slip enclosed listing PO number, part number, quantity, and lot/date code.
• Electronic components must be shipped in ESD-safe packaging. Moisture-Sensitive Devices (MSD) must be dry-packed with humidity indicator cards and labeled with MSL level and floor-life data per IPC/JEDEC J-STD-033.
• Hazardous materials must ship with the applicable Safety Data Sheet (SDS) and in compliance with all transport regulations.

5. Returns & Non-Conforming Material

• Return policy: 30 days ARO; an RMA number is required for all returns. No return is available for NCNR (Non-Cancellable, Non-Returnable) items.
• All material is subject to inspection and approval at BayaTronics. Material that fails to conform to drawings, specifications, or these terms may be rejected and returned at Seller’s expense, including latent defects discovered after acceptance.
• Seller shall promptly notify Buyer of any non-conforming processes, products, or services and obtain Buyer’s approval for their disposition.

6. Inspection & First Article

• Buyer reserves the right to require First Article Inspection (FAI) and/or to request test specimens or samples for design approval, inspection, verification, investigation, or auditing prior to or during production.
• Inspection or acceptance by Buyer does not relieve Seller of responsibility for conformance to all requirements.

7. Quality Management & Documentation

• Seller shall maintain a Quality Management System appropriate to the product supplied (e.g., ISO 9001, AS9100, or applicable IPC standards) and provide evidence of certification upon request.
• All material must be furnished in accordance with the latest revision of drawings, process requirements, and specifications unless otherwise noted on the PO.
• A Certificate of Conformance (CofC) and/or Certificate of Analysis (CofA) is required with each shipment where specified. Lines marked “MANUFACTURER CofC REQUIRED” must ship with the manufacturer’s CofC.
• Shipments require a date code and/or lot code (either is acceptable).
• Seller shall flow down all applicable quality, statutory, and regulatory requirements to its sub-tier supply chain.
• Seller shall retain documented information related to this PO for a minimum of seven (7) years, or longer where stated on the PO, and make it available to Buyer upon request. [NEW]

8. RoHS, REACH & Environmental Compliance

• BayaTronics requires RoHS and REACH compliance for components and subsystems. Seller shall confirm RoHS and REACH compliance status on the CofC and/or packing list.
• Seller shall comply with all applicable environmental, health, and safety laws and regulations.

9. Counterfeit Parts Prevention

• Seller shall maintain a counterfeit-parts prevention process consistent with SAE AS5553 to eliminate the risk of counterfeit parts being delivered to BayaTronics.
• Seller shall notify Buyer, in writing, if an independent distributor or broker is being used as a source for the components on this PO.
• Seller warrants that all goods are new, authentic, and sourced through the Original Component Manufacturer (OCM) or its authorized distributors unless otherwise approved in writing by Buyer.

10. Change Notification & Right of Access

• Seller shall notify Buyer of any changes to processes, products, or services — including changes to external providers or manufacturing locations — and obtain Buyer’s approval before implementation.
• Acceptance of this order grants BayaTronics, its customers, and applicable regulatory agencies the right of access to all facilities involved in the order and to all applicable documented information at any level of the supply chain.
• Seller shall contact Buyer for resolution of any documentation conflicts or missing information before proceeding.

11. Import/Export & Country of Origin

• Seller shall comply with all applicable import and export control laws, including the U.S. Export Administration Regulations (EAR) and, where applicable, the International Traffic in Arms Regulations (ITAR).
• Seller shall provide accurate country-of-origin (COO) declarations, HTS classifications, and all customs and import documentation required for the goods.

12. Regulatory & Ethical Compliance

• Conflict Minerals: Seller shall comply with Section 1502 of the U.S. Dodd-Frank Wall Street Reform Act, where applicable.
• Forced Labor: Seller shall comply with the Uyghur Forced Labor Prevention Act of 2021 (effective June 21, 2022).
• Anti-Corruption: Seller shall comply with all anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the Anti-Kickback Act) and shall not offer gratuities or kickbacks in connection with this PO.
• Seller shall ensure personnel are appropriately trained and aware of their contribution to product and service conformity, product safety, and the importance of ethical behavior.
• Seller is encouraged to follow the Responsible Business Alliance (RBA) Supplier Code of Conduct (responsiblebusiness.org).

13. Warranty

• Seller warrants that all goods will be new, free from defects in material and workmanship, conform to all specifications and samples, and be free of liens and encumbrances.
• This warranty remains in effect for the greater of twenty-four (24) months from delivery or the manufacturer’s standard warranty. For non-conforming or defective goods, Buyer may, at its option, require repair, replacement, or refund, with return and re-delivery freight at Seller’s expense.
• This warranty survives inspection, acceptance, and payment, and is in addition to any other warranties, express or implied.

14. Indemnification & Liability

• Seller shall indemnify and hold harmless BayaTronics and its customers from any claims, damages, or expenses arising from defective goods, Seller’s negligence, or Seller’s breach of these terms or applicable law.
• Seller shall indemnify Buyer against claims that the goods infringe any patent, trademark, copyright, or other intellectual property rights.

15. Insurance

• Seller shall maintain commercial general liability, workers’ compensation, and other insurance appropriate to the goods and services supplied, and shall provide certificates of insurance upon Buyer’s request.

16. Confidentiality & Intellectual Property

• All drawings, specifications, data, tooling, and other information or property furnished by BayaTronics remain Buyer’s property, are confidential, and shall be used only to fulfill this PO.
• Seller shall not disclose the existence or terms of this PO, or use BayaTronics’ name, without Buyer’s prior written consent.

17. Force Majeure

• Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control (e.g., strikes, fire, natural disaster, or material shortages). The affected party must notify the other promptly; if a delay is prolonged, Buyer may cancel the affected portion of the PO without liability.

18. General

• Governing Law & Venue: This PO shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Texas.
• Assignment: Seller shall not assign or subcontract this PO without Buyer’s prior written consent.
• Waiver: Buyer’s failure to enforce any provision is not a waiver of that or any other provision.
• Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.
• Entire Agreement: This PO and these Terms & Conditions constitute the entire agreement between the parties regarding its subject matter.

Acronyms

ARO — After Receipt of Order | CofA — Certificate of Analysis | CofC — Certificate of Conformance | COO — Country of Origin | EAR — Export Administration Regulations | ESD — Electrostatic Discharge | FAI — First Article Inspection | FOB — Free On Board | HTS — Harmonized Tariff Schedule | ITAR — International Traffic in Arms Regulations | MSD — Moisture-Sensitive Device | MSL — Moisture Sensitivity Level | NCNR — Non-Cancellable / Non-Returnable | OCM — Original Component Manufacturer | PO — Purchase Order | RBA — Responsible Business Alliance | REACH — Registration, Evaluation, Authorisation and Restriction of Chemicals | RMA — Return Material Authorization | RoHS — Restriction of Hazardous Substances | SDS — Safety Data Sheet

Supplier Terms and Conditions of Purchase

1. Acceptance

This Order can be accepted only on the terms and conditions set forth in this Purchase Order and any attachments hereto by a written acknowledgment and/or commencement of performance, Additional or different terms proposed by Seller or set forth on Seller’s acknowledgment, invoice or other communication to BayaTronics shall not become part of the Agreement unless such is accepted in writing and signed by BayaTronics.

2. Invoices

Invoices should be submitted and contain the following information: Purchase Order number, item number, description of items, sizes, quantities, unit prices and extended totals in addition to any other information specified elsewhere herein. Payment of invoice shall not constitute acceptance of goods and shall be subject to adjustment for errors, shortages, defects in goods or other failure of Seller to meet the requirements of the Order.

3. Assignment and Subcontracts

Seller shall not assign the accounts receivable or subcontract this Order or any right or obligation hereunder without the written consent of BayaTronics. Purchases of parts and materials to comply with this Order shall not be construed as assignments or subcontracts.

4. Cash Discounts

Time in connection with any discount offered will be computed from (a) scheduled delivery date, (b) date of actual delivery or (c) date an acceptable invoice is received by BayaTronics’s Accounts Payable Department, whichever is latest. Payment is deemed to be made for purposes of earning a discount on the date of mailing of BayaTronics’s check.

5. Taxes

Unless otherwise specified, the prices set forth in this Order exclude all applicable federal, state and local taxes. All such taxes shall be stated separately on Seller’s invoice.

Gifts Seller shall not make or offer gifts or gratuities of any kind to BayaTronics’s employees, agents or members of their families to secure or influence any business transaction. Violations shall be a material breach of this Agreement.

6. Transportation

F.O.B. Point. Unless otherwise specified, shipment will be F.O.B. destination to BayaTronics’s designated plant or plants. Packing and Shipment. Unless otherwise specified when the price of this Order is based on the weight of ordered goods, such price covers net weight of material ordered only. Any charges for boxing, crating, handling, storage or other packing requirements shall be stated separately on Seller’s invoice. Seller shall mark all containers with necessary lifting, handling and shipping information, and also purchase order numbers, release number, dates of shipment and the names of the consignee and consignor. An itemized packaging sheet must accompany each shipment. No partial or complete delivery shall be made prior to date or dates shown unless BayaTronics has given prior written consent.

7. Changes

BayaTronics may at any time, by a written and/or verbal order and without notice to sureties or assignees, suspend performance hereunder, increase or decrease the ordered quantities, or make changes within the general scope of this Order in any one or more of the following ways:

a. Applicable drawings: designs or specifications.
b. Method of shipment or packing.
c. Place of delivery and/or delivery schedule.

If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Order, an equitable adjustment shall be made in the Order price or delivery schedule or both, and the Order shall be modified in writing accordingly. No claim by Seller for adjustment shall be valid unless asserted within twenty (20) days from the date of receipt by the Seller of the notification of change provided, however, that such period may be extended with the written approval of BayaTronics. Nothing in this clause shall excuse the Seller from proceeding with the Order as changed or amended. Direct all communication to buyers.

8. Responsibility for Goods

Irrespective of any prior inspections or the F.O.B. point named herein, Seller shall bear all risks of loss, damage or destruction for nonconforming goods. Seller shall also bear the same risks with respect to goods rejected by BayaTronics. BayaTronics shall be responsible for any loss occasioned by the gross negligence of its employees.

9. Patents

Seller will settle or defend at Seller’s expense (and pay any costs, fines or damages resulting from) all proceedings or claims against BayaTronics, its subsidiaries or affiliates and their respective customers, for infringement or alleged infringement by the goods furnished under this Order or any part or use thereof, of patents (including utility models and registered designs) now or hereafter granted in the United States or any country where the Seller, its subsidiaries or affiliates have furnished similar goods, Seller will at BayaTronics’s request identify the countries in which Seller, its subsidiaries or affiliates have furnished similar goods.

10. Tooling and Documents

All specifications, drawings or other documents and data furnished by BayaTronics and all tools, dies, molds, jigs, fixtures, patterns, machinery, special test equipment and special taps and gauges which have been furnished, paid for, or charged against BayaTronics, or which have had their cost amortized, shall be deemed BayaTronics’s property, treated as confidential information and delivered in good condition, normal wear and tear excepted, by Seller to BayaTronics, F.O.B. the Seller’s plant, immediately upon request.

11. Applicable Law

The agreement arising pursuant to the Order shall be governed by and construed in accordance with the laws of the state of Texas. Any rights, remedies and warranties available to BayaTronics by operation of law may only be waived or modified in writing by BayaTronics in a supplement or an amendment to this Order.

12. Compliance with Laws and Regulations

a. Seller agrees to comply with all applicable federal, state and local laws, rules and regulations.

b. Seller warrants that in the performance of this Order he is in compliance with all the provisions of the Fair Labor Standards Act of 1938 (as amended) of the United States.

c. If Seller does not have Workers Compensation or Disability Benefits insurance, Seller agrees to indemnify BayaTronics against all damages sustained by BayaTronics resulting from Seller’s failure to have such insurance.

13. Termination

BayaTronics may terminate this Order for convenience in whole or in part, at any time, by verbal and/or written notice prior to Seller’s written order acknowledgment or commencement or performance under this Order. After Seller has given written acknowledgment of this Order or has commenced performance, BayaTronics may terminate this Order by giving ten (10) days written notice of such termination.

14. Force Majeure

a. Seller shall not, subject to the provisions of this article 14, be liable for any delay in performance under this Agreement caused by an act of God or any other cause beyond Seller’s control and without Seller’s fault or negligence (collectively “delaying cause”). Seller shall in event of a delaying cause, immediately give notice to BayaTronics of the delaying cause.

b. In the event of a delaying cause, BayaTronics may elect in its sole discretion to: (a) terminate this Agreement or any part hereof as to products not shipped; or with 90 day notice. (b) suspend this Agreement in whole or in part for the duration of the delaying cause, buy similar products elsewhere, and deduct from any quantities specified under this Agreement the quantity so purchased.

c. If BayaTronics selects the alternative specified in paragraph 14b(b) above for any delaying cause, BayaTronics may resume performance under this Agreement once the delaying cause is relieved and the extend the term up to the length of time the delaying cause endured.

15. Quality Requirements

Supplier shall comply, and shall cause all Goods and Services to comply, with all applicable quality requirements set forth at the document “Supplier Quality Assurance Requirements”, which are incorporated into this Order.

16. Warranty

Seller warrants all items and work merchantable and free from defects and unreasonable hazards in design, material and workmanship, and to conform to applicable contract requirements. Seller further warrants that all proper and necessary precautions will be taken for the safety and protection of people and property and that proper warnings are provided for hazards which could not be eliminated. These warranties, Seller’s service guarantees and implied warranties shall survive inspection, test and acceptance and shall run to BayaTronics and subsequent owners and users.

17. Default

a. If Seller breaches any provision of this Order, BayaTronics may, except as otherwise prohibited by United States bankruptcy laws, terminate the whole or any part of this Order, unless Seller cures the breach within ten work days after receipt of BayaTronics’s notice of breach.

b. For purposes of section 17.a above, the term “breach” shall include without limitation any (a) proceeding whether voluntary or involuntary, in bankruptcy or insolvency by or against Seller, (b) appointment, with or without Seller’s consent, of a receiver or an assignee for the benefit of creditors, (c) failure to provide BayaTronics, upon request, with reasonable assurances of performance or (d) other failure to comply with this Order.

c. In the event BayaTronics terminates this Order in whole or in part as provided in section 17.a above, BayaTronics may procure, upon such terms and in such manner as BayaTronics deems appropriate, products similar to the goods or services as to which this order is terminated. Seller shall reimburse BayaTronics upon demand for all additional cost incurred by BayaTronics in purchasing such similar products.

d. The rights and remedies granted to BayaTronics pursuant to this Order are in addition to, and shall not limit or affect, any other rights or remedies available at law or in equity.

18. Confidential Information

a. Seller shall defend, indemnity and hold harmless BayaTronics and its affiliates, subsidiaries, assigns, subcontractors, and customers from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits or injuries, of any kind or nature arising from (a) any actual or claimed infringement of patents, trademarks, service marks, trade secrets or copyright with respect to goods and services, except to the extent that the infringement arises solely out of compliance with BayaTronics’s or BayaTronics’s customer’s written specifications, or (b) Seller’s failure to comply with the requirements of section 18.b below

b. Seller shall remove from all goods rejected, returned, or not purchased by BayaTronics, BayaTronics’s name and any of BayaTronics’s trademarks, trade names, insignia, part numbers, symbols, or decorative designs, prior to any other sale, use or disposition of such goods by Seller.

c. Seller shall not disclose to any person or entity, other than those employees of Seller who have a need to know, any confidential information of BayaTronics, whether written or oral, which Seller may obtain from BayaTronics or otherwise discover. The term “confidential information” includes without limitation all information or data concerning BayaTronics products (including the discovery, invention, research, improvement, development, manufacture, or sale of BayaTronics products) or business operation (Including forecasts, profits, pricing methods, and processes).

d. Any forecasts provided by BayaTronics are only an accommodation to Seller, and shall not constitute a commitment of any type by BayaTronics.

19. Product Returns

Seller will authorize and issue a Return Material Authorization (RMA) in the event that BayaTronics receives Non-Complying Products.

20. Supply Chain Flow Down

The Supplier will ensure that all applicable requirements stated in the BayaTronics purchase order are flowed down to sub-tier suppliers as required.

21. Liquidated Damages

In the event that Seller defaults on providing materials or services as specified and outlined on attached Purchase Order, BayaTronics is entitled to all Liquidated Damages.

22. Suppliers of Electronic Components

All suppliers of electronic components, printed wiring assemblies (PWAs), and all similar electronic parts are required to have in place a program for the avoidance of counterfeit electronic parts based upon SAE AS5553, or equivalent industry standard. This program shall include purchasing electronic components and electronic assemblies only from the Original Component Manufacturer (OCM), Original Equipment Manufacturer (OEM) or an OEM/OCM authorized distributor.