Legal Notice

1. This acknowledgment is for the purchase and sale of the goods and/or services described on the accompanying page and constitutes ODA’s offer to you as our customer. Your acceptance is limited to these terms and conditions. Your purchase of our goods and services represents acceptance of these terms and conditions, which constitute the entire understanding between us and supersede any previous communications, representations or agreements by either of us, whether oral or written. To the extent that any prior offer sets forth any term at variance with or in addition to these terms, such offer is hereby rejected by ODA and these terms and conditions are proposed as a counteroffer to you. These terms and conditions may be changed or added to only by a writing signed by each of us. If you do not wish to be bound by the terms and conditions of sale expressed here, please contact us to discuss changes prior to our providing any goods or performing any services for you.
   
2. This quotation is valid for fifteen (15) days after the date hereof. Unless otherwise specified in writing, all sales invoices shall be paid within (30) days from the date of the invoice. We will not be obligated to continue performance under any contract we have with you if any invoice is past 30 days due. In an action brought to collect an amount due and owing on account related to an ODA invoice for goods provided or services rendered, the prevailing party shall be entitled to recover its attorneys’ fees, costs, expenses, and interest at the maximum rate allowed by law. In other actions, neither party shall be entitled to attorneys’ fees, costs, expenses or interest. Any component pricing is subject to market conditions, prices, lead times and availability. ODA may invoice for work in progress every two (2) weeks for completed work to date, to be paid within thirty (30) days from invoice date.
   
3. You may halt work on this project for five (5) cumulative work days without changing the payment terms of this agreement. If you halt this project for more than five (5) cumulative work days, we will invoice you for a pro-rated amount based on work performed. This pro-rated invoice shall be paid in accordance with the terms set forth in paragraph two (2) above. If the project is resumed, the balance of the quoted price will be due according to the original payment terms after the final invoice is delivered.
   
4. We shall make every reasonable effort to meet any delivery date as quoted or acknowledged, but will not be liable for any failure to meet a delivery date unless a penalty clause is included in the quote and purchase order itself. Liability shall be limited only to the dollar amount listed in any such penalty clause and if there are no ECOs that effect delivery dates.
   
5. We represent that the shipped layout data will conform to the data approved by you. In addition, we represent that any data supplied on disk(s) will be properly recorded on the disk media at time of shipment. ODA cannot be held responsible for errors in transmission of data transferred electronically. We warrant our layout services for six (6) months from shipment of data to you. If a layout error occurs as a result of our negligence, but the error was discoverable in the approval data sent to and approved by you, we will provide our best efforts to correct the layout in such a way as to make it conform to the design specifications, and will furnish you with corrected layout data at our expense. In the event that the shipped data does not agree with the customer-approved data, resulting in unusable boards due solely to ODA’s negligence, we will provide our best efforts to correct the layout to make it conform to the customer-approved data. At our option, we may also reimburse you for either the cost to fabricate a prototype quantity of boards or for the cost of the design, but such reimbursement is not guaranteed. In no event will we be liable for any board quantities greater than the minimum prototy quantities appropriate for the board in this stage of development (minimum lot charge, usually between five (5) and ten (10) boards), nor will we be liable for premium charges of the board fabricator for boards built on a rush schedule. The foregoing provisions of this paragraph constitute our entire liability to you, and sets forth your exclusive remedy in all cases. Our warranty extends only to you, as our customer, and cannot be transferred from you to your customer or to any other person or company.We make no representation that we have reviewed or approved, or will review or approve, either (1) the specifications that you provide us or those that ODA uses with your approval, or (2) the electrical design, functioning or safety of the printed circuit boards that may be produced and used. Similarly, we are not responsible for the safety in operation of the final product or any prototype of the product, or for any damages relating to the conditions under which the product is used. You represent and warrant to us that the product in which you will use any boards whose layout we performed will conform with all applicable safety, functionality and other standards, including but not limited to industry standards and federal, state, local and foreign government statutes, regulations and rules. You agree to indemnify us and hold us harmless from any damages, claims, obligations or other liabilities, including attorneys’ fees and costs, that are incurred as a result of or in connection with noncompliance with such standards, statutes, regulations or rules. Moreover, as the supplier of the electrical and mechanical design specifications, you agree to indemnify us against any patent, copyright, trade secret or trademark infringement claims that may arise from our compliance with your design specifications.
   
6. We in our discretion may furnish as an accommodation to you certain technical advice or assistance, including suggested engineering or design changes, but we assume no obligation or liability for such advice or assistance, which shall be at your sole risk as the designer and approver of all product design features.
   
7. Once we have shipped the data to you, including the customer database copy, we will no longer be responsible for storing or archiving your data. You represent and warrant to us that the delivered data will be stored and protected to your own satisfaction and standards for storage and protection, and you will hold us harmless in the event that, if your delivered data is lost or destroyed, we are unable to supply a replacement copy from our archives.
   
8. Any controversy or claim arising out of or relating to this agreement or the alleged breach hereof shall be settled by final and binding arbitration in accordance with Chapter 2, Title 9, Part III of the California Code of Civil Procedure (Code of Civil Procedure Sections 1280 et seq.) and shall be settled by arbitration before a single neutral arbitrator in Alameda County, California.
   
9. All assembled printed circuit boards built by ODA that are not in circuit tested have no warranty for electrical performance or workmanship.Only if ODA performs in-circuit-electrical-test are component tests and workmanship for assembly guaranteed to meet the customer's design requirements. Assemblies that are in circuit tested by ODA are only guaranteed to pass incoming inspection at the customer. ODA never guarantees any functional performance of any design, PCB or assembly. ODA does not warranty any RoHS related parts or PCBs.
   
10. Any components purchased by ODA are not traceable to the source unless specified in the quotation. ODA may purchase components from manufacturers, distributors and/or brokers of any date code unless specified on our quotation. ODA does not guarantee the performance of any component supplied and is not responsible for any rework involved in replacing defective components.
    
11. IN ANY EVENT, OUR LIABILITY TO YOU IS LIMITED TO THE PURCHASE PRICE OF OUR DESIGN SERVICES. WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF ERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER MONETARY OR FINANCIAL LOSS, WHICH ARISE OUT OF THE USE OR INABILITY TO USE THE SUPPLIED DATA, ANY MANUALS OR OTHER DOCUMENTS SUPPLIED, OR ANY OTHER GOODS OR SERVICES SUPPLIED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE, HOWEVER, THAT THE LAWS OF SOME STATES MAY PROVIDE YOU WITH DIFFERENT AND GREATER RIGHTS AND REMEDIES THAN THOSE PROVIDED HEREIN.