● Terms and Conditions of Sales and Delivery (“Terms and Conditions”) – these terms and conditions shall be the main guiding principles throughout the entire cooperation stages with our customer(s).
● X-Parts Way Technology Co., Limited (“X-Parts Way” or “X-Parts” or “XP” ) – these abbreviations appeared in any of our literal or oral expressions shall all mean our company.
● Quote / Quotation – both shall mean the quotation sheet or prices quoted by our company.
● Order / Purchase Order / PO – all shall mean the Purchase Order submitted by Customer to our company for the purchase of a product or products or service(s).
● Lead Time (LT or L/T) – shall mean the time took between order confirmation and shipping date; the time elapsed between shipping date and arrival date is not included.

1. General
1.1 X-Parts Way reserves the right to amend these Terms and Conditions from time to time. Customers and visitors are responsible to check them on our website when placing orders or requesting quotes etc. Orders shall be subject to these Terms and Conditions at the time of submitting the orders.
1.2 Any other terms and conditions which conflict with these ones shall not be accepted unless agreement reached by both parties in written.
1.3 If any individual term or provision in these Terms and Conditions shall for any reason and to any extent be determined to be invalid or unenforceable, the remaining provisions of these Terms and Conditions will remain binding and enforceable, and shall be interpreted so as best to reasonably effect the intent of the parties.

2. NDA (Non-Disclosure Agreement)
2.1 All technical documents, drawings and information submitted by Customer, prior or subsequent to the sale of our products or services, shall remain as the property of the Customer, which will not be disclosed to any other parties for any reasons until written approval from Customer.
2.2 All the company and industry information of the Customer will not be disclosed to any other parties for any reasons until written approval from Customer.

3. Validity of Quotation
3.1 Prices for PCB, assembly, fixtures, stencils, labor and finished electronic products are usually valid within 30 days.
3.2 Prices for common electronic components and smart device spare parts are usually valid within 48 hours.
3.3. Prices and lead time for crucial electronic components and smart device spare parts are volatile and changing all the time. So before order, prices will be double confirmed.

4. Prices and Payment Terms
4.1 The prices of the products shall be the prices quoted in our written and valid quotation or in our written conversations to Customer.
4.2 The applied currency in our quote is U.S. Dollar (USD $), and all the currency symbol $ in our quote shall mean USD.
4.3 X-Parts Way will quote in other currency if required by Customer, but if the exchange rate between such currency and the U.S. Dollar materially changed after acceptance of the order, then we reserves the right to alter the price accordingly.
4.4 Prices do not include any federal, state or local taxes and duties, or any other extra fees happen in export process. If X-Parts Way is obligated to collect and pay such taxes and fees, the taxes or other fees will be added to the price quoted by X-Parts and charged to Customer.
4.5 Payment terms shall be the terms in quotation, usually 100% T/T or PayPal advance, unless other agreement in written from both parties.
4.6 If Customer failed to pay any due payment on time, X-Parts Way may, at its sole discretion charge Customer an additional interest payment of 2% per month and may charge Customer for collection expenses including attorney’s fees.
4.7 X-Parts Way may determine at any time that Customer’s financial situation requires advance payment. If Customer will not meet such requirement, X-Parts Way may at its sole discretion:
– Postpone delivery of products until such a requirement is met.
– Cancel the order and charge Customer with reasonable cancellation fees.

5. Order Submission and Acceptance
5.1 Orders will be submitted based on a valid quote from X-Parts.
5.2 Prices usually don’t change after a Purchase Order accepted unless 1) due to unstable market conditions, some crucial components already gone or priced up between the price confirmation and PO confirmation period because of the time difference between our two parties, Customer can either cancel those affected components or accept the new prices; 2) Customer wants to revise or cancel the order before process starts, X-Parts Way will respect the decision from Customer and adjust our work accordingly.
5.3 X-Parts Way may accept or decline any order. Once an order is accepted, it will be a binding obligation for us to deliver the order and a binding obligation on Customer to purchase the products and/or services specified in the order.
5.4 An order shall be deemed accepted by a written confirmation from X-Parts Way.
5.5 Customer may not cancel or reschedule an accepted order without a prior written approval of X-Parts Way. Cancellation charge may occur if production or procurement were started.
5.6 X-Parts Way will perform an engineering review for each order submitted. In case the engineering review will result in engineering questions, X-Parts Way will make its best efforts to resolve all engineering questions in a timely manner. We reserve the right to amend the prices and production LT based on the outcome of the engineering review. In any case, LT will be amended to compensate for time lost in the engineering review.
5.7 Orders will be proceeded to manufacturing or sourcing until all engineering questions or other concerns are closed.

6. Lead Time, Delivery and Terms of Delivery
6.1 Lead Time shall be confirmed before order acceptance in written between Customer and X-Parts Way.
6.2 Terms of Delivery shall be agreed between X-Parts Way and Customer. Delivery terms shall be in accordance with INCOTERMS valid at time of order. If no other delivery terms were agreed, delivery shall be Ex Works (EXW).
6.3 For urgent (e.g. before CNY) or unusual occasions (e.g. lose contact with Customer), X-Parts Way reserves the right to ship the best way for on-time delivery. Extra charges will be billed to Customer if any.
6.4 If X-Parts Way failed to meet the delivery time as agreed, we will inform Customer in writing, without undue delay, the reasons for the delay and of a new time when delivery can be expected. We will make any reasonable efforts to minimize the delay in delivery and keep transparent and prompt communications with Customer all the time.
6.5 In the event of delay, if X-Parts Way was unable to fulfill the order within a reasonable time as agreed, Customer may cancel the order.
6.6 If delivery is delayed due to Force Majeure (Section 9) or due to any actions or circumstances
attributable to the Customer, the time of delivery shall be extended by a period which is
reasonable with regard to the circumstances. In no event shall X-Parts Way be liable for delay or
failure to deliver due to Force Majeure or circumstances attributable to the Customer.
6.7 The Customer shall in no event be entitled to indirect, consequential, incidental, punitive, or special damages arising or resulting from the delay.

7. Warranty, Remedy and Disclaimer of Warranties
7.1 X-Parts Way warrants that the products shall be (a) free of defects in materials and workmanship at the date of delivery from us to the Customer and (b) manufactured by us in accordance with Customer’s specifications and the IPC Standards as required.
7.2 All products shall conform to IPC 6012 Class 2 or 3, IPC-A-610 Class 2 or 3 standards for Rigid, Rigid-Flex, Flex boards and PCB assembly respectively, unless otherwise stated by both parties in writing.
7.3 X-Parts Way warrants that the products (mainly refer to bare PCBs) can be stored and be used within 3-12 months after delivery, provided they were stored in proper conditions of heat and humidity and in their original packaging.

PCB Surface Finish Type	Shelf Life
ENIG, HAL, HAL LF, Flash Gold, ENEPIG	12 Months
Imm.Tin, Imm.Ag	6 Months
OSP	3 Months

7.4 The “Warranty Period” for X-Parts Way products (PCBA, Spare Parts, Electronics etc.) is six (6) months from date of delivery, except that for Hot Air Solder Leveling (HASL), Lead Free HASL and Electroless Nickel Immersion Gold (ENIG) surface treatment products the Warranty Period is twelve (12) months.
7.5 X-Parts Way shall repair or replace for any product(s) that is in breach of the warranty stated above. Or if X-Parts Way is unable to repair or replace the defective product(s), refund Customer the applicable purchase price accordingly.
7.6 Customer shall notify X-Parts Way of any defect, in writing, within the warranty period and within fourteen (14) days from the day the defect became known or should have become known to the Customer.
7.7 If a valid notice of defect with respect to products delivered under an order is not delivered to X-Parts by Customer within the applicable Warranty Period and within the applicable 14 day period specified in the above sentence (Provision 7.5), then the warranty in Section 7.1-7.4 shall expire and X-Parts Way shall have no liability under this Section 7 with respect to such products or defect(s).
7.8 Any notice of a defect shall include a description of the defect in written, a photograph or video of the defected product, project part number and quantity of defected boards etc.
7.9 X-Parts Way will be entitled to investigate the cause of the defects. This may include, but not limited to, destructive testing on bare and or populated boards returned from Customer to us.
7.10 Complaints due to errors or lack of information in production files/documentation or design defects in the construction cannot be accepted.
7.11 Customer shall not return products to X-Parts Way without first obtaining a return authorization code from us. Products returned to X-Parts Way must be packed by Customer as received. All transport in connection with repair or replacement of defective products shall be at X-Parts Way’s risks and expenses. The Customer shall follow X-Parts Way’s instructions regarding how the transport shall be carried out.
7.12 For PCB Assembly, as potential hidden risks or defects or bugs can’t be all detected by our routine inspection equipment / procedures (AOI, X-Ray, Visual Check, Multi-meter etc.), X-Parts Way strongly advise Customer to provide detailed testing procedures and inspection criteria for us to do functional test on the PCBA prior to shipment. Otherwise, X-Parts Ways reserves the right to decline the liability of warranty for the failures of PCBA due to Customer’s refusal to our functional test request.
7.13 The above warranty does not apply to defects resulting from improper or inadequate maintenance or calibration by Customer; unauthorized modification; improper use or operation; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.

8. Limitation of Liability
8.1 X-Parts Way shall not in any event be liable for any special, indirect, incidental or consequential damages, including but not limited to loss of sales or business, loss of profit, loss of use or goodwill, incurred by the Customer or any direct or indirect Customer of the Customer, regardless of whether such party has been previously advised of the possibility of such damages.
8.2 X-Parts Way’s liability under any order is under all circumstances limited to the purchase price paid by Customer under such order.

9. Force Majeure
9.1 Either party shall be entitled to suspend performance of its obligations under an accepted order to the extent that such performance is materially impeded or made unreasonably onerous by circumstances beyond the control of the parties such as (but not limited to) fire, war, industrial disputes, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance. A circumstance beyond the control of the parties, whether occurring prior to or after the formation of the accepted order, shall give a right to suspension only if its effect on the performance of the order could not reasonably have been foreseen at the time of the formation of the accepted order.

10. Miscellaneous
10.1 All questions concerning the validity, operation, interpretation, and construction of these Terms and Conditions and any order will be governed by and determined in accordance with the substantive laws of People’s Republic of China.
10.2 These Terms and Conditions, together with any accepted order, constitute the entire agreement between the parties relating to the sale of the products, supersede all prior written or oral agreements between the parties with respect to the matters addressed herein, and no addition to or modification of any provision of these Terms and Conditions or any order shall be binding upon X-Parts Way unless agreed in writing by X-Parts Way.