All About Flex: Terms and Conditions

An issue that is frequently addressed by many of us in the printed circuit industry, and by others in the world of contract fabrication and assembly, is dealing with the “Terms and Conditions” in a purchase agreement or contract. These terms and conditions include language about delivery, payment, quality requirements, and warranties. Disclaimer…I’m not a lawyer. In fact, I am so far removed from the profession I don’t even know any good lawyer jokes! But on this subject matter, I have gathered some relevant information provided by individuals from the legal profession that is worth sharing.

I recall a business law professor defining a contract as a “promise for a promise,” which describes what happens when a quotation is offered by a fabricator and it is accepted by a customer. The terms “offer” and “acceptance” are also part of the contract vocabulary. The supplier agrees to build the parts, and the customer agrees to pay. I have found this simplified definition to be helpful in understanding the general concept of a contract. The seller incurs costs to fulfill the “promised” obligation, and the buyer “promises” to pay for the parts per the agreement. 

But not surprisingly, the “devil is in the details.” Or as a lawyer might say, “in the Terms and Conditions.” The Uniform Commercial Code helps define these details. The UCC is a collection of legal rules to make business practices predictable through creation of a consistent set of business rules among the 50 states. In the words of the UCC, it is intended “to simplify, clarify, and modernize commercial law, to permit the continued expansion of commercial practices…, and to make uniform the law among the various jurisdictions.” 

In most situations, the terms and conditions (Ts and Cs) of a contract are included by the supplier when a quote is offered. When a purchase order is awarded, another set of Ts and Cs are introduced. These are never the same! The differences in these documents creates what has been called the “Battle of the Forms,” where the terms between a bid and/or acknowledgement letter and a purchase order do not agree. In most cases the parties perform anyway (by building and shipping the goods, then accepting the goods when received). I have been told (this is not my legal opinion) the law generally provides that a valid contract exists to the extent the terms and conditions forms of the parties agree. But what about the multiple sections of disagreement? In these areas, the Uniform Commercial Code applies. The UCC provides default terms and conditions considered “gap-fillers.” It is worth noting these defaults are considered buyer friendly. 

In situations with divergent buyer and seller terms, when parts are delivered per a purchase order and are accepted by the buyer, a valid contract has been executed. But in those sections with terms not in agreement, the UCC default terms and conditions apply. So this likely means if issues arise requiring legal decisions (i.e., in a court of law), these default terms would carry considerable weight. 

Some Ts and Cs are so burdensome they demand resolution before performing under contract. Ts and Cs specifying “additional damages” for lack of delivery and/or quality issues fall into this category. In the automotive world, recall costs might also be mentioned. Incidental damages for these kinds of claims could turn a two-dollar component into a thousand-dollar-plus liability. Terms this onerous demand resolution before accepting an order. Most customer terms are not this formidable but not reading the fine print can be reckless. 

In reality, when a serious dispute occurs, the buying and selling parties generally resolve discrepancies through negotiation rather than incur the cost of litigation. I have been in this industry for almost 40 years and have not experienced a situation with purchase order disputes resolved in court. If T’s and C’s are argued to resolve a dispute, get ready for negotiation. Each party’s terms and conditions will set the stage for discussions to achieve a settlement. The terms and conditions that were part of the original offer and acceptance help provide a foundation for negotiation. 

Large contracts might avoid the battle of the forms with a master purchase agreement. This will involve negotiation to define less burdensome terms and conditions. The parties agree to specific language that will be incorporated into future purchase orders. This involves signatures on the agreement and takes time and perhaps legal counsel. It can be a slow process and is seldom adopted unless a very large contract is under discussion. Unfortunately, there are times where slow and steady is the best approach…even in this world of time based competition. 

Dave Becker is vice president of sales and marketing at All Flex Flexible Circuits LLC.

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2018

All About Flex: Terms and Conditions

04-12-2018

An issue that is frequently addressed by many of us in the printed circuit industry, and by others in the world of contract fabrication and assembly, is dealing with the “Terms and Conditions” in a purchase agreement or contract.

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All About Flex: ISO 9001 Basics

03-28-2018

ISO 9001 is an internationally recognized standard that specifies requirements for a business’s or organization’s quality management system. Companies achieving ISO 9001 certification are audited to review compliance for systems to assure products or services are delivered with a consistent quality level and meet agreed upon specifications.

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All About Flex: FAQs on UL Listings for Flexible Circuits

03-08-2018

The requirement for flexible circuitry recognition is driven by the end product specification as flexible circuits themselves are not sold directly to the consumer. The applicable UL spec for flexible circuits is UL796. The following are some common questions and answers relating to UL recognition.

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All About Flex: Avoiding Trace Fracturing in a Flexible Circuit

02-22-2018

Flexible circuits are used in applications requiring millions of flex cycles. But this does not suggest they never experience failures due to flex life. In fact, occurrences of performance issues as the result of fractured traces have been experienced in a variety of applications. Solutions are often the result of design, construction, and feature location modifications.

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Polyimide vs. Silicone for Flexible Heaters

02-08-2018

Flexible heaters are sub-divided into two primary technology platforms: etched-foil and wire-based technology. Wire-based (wire strands woven together or single strand wire) is the more common technology, with multiple customers offering a wide range of products.

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All About Flex: Copper Thickness Requirements for Flex Circuits

02-05-2018

An end user will specify the copper thickness of a printed circuit for different reasons. The most obvious reason would be for current-carrying capacity, but copper thickness also directly impacts thermal performance and impedance. All these are vital properties impacting the functionality and reliability of a flexible circuit.

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All About Flex: Copper Grain Direction

01-04-2018

Many materials have different characteristics depending upon the orientation of the material. For example, woven textile materials have a warp and a weft direction. The warp direction is the longitude direction and the weft is the transverse.

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2017

All About Flex: Options for Purchasing Flexible Heaters

11-15-2017

Flexible heaters represent a product technology generically described as thin and flexible heating elements used as attachments to various heat sinks to provide freeze protection, consistent temperatures, and thermal control from -80°C to +230°C and higher.

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All About Flex: More on UAVs and Flexible Circuits

10-30-2017

The use of drones or unmanned aircraft vehicles (UAVs) is growing at a nearly exponential rate. This includes drones used by the government, private companies and hobbyists. If you have $100, you can find a long list of drones for purchase.

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All About Flex: Flexible Circuit Failure Analysis

10-19-2017

Design reviews and early involvement by a circuit board fabrication house can minimize the possibility of field problems, but despite best efforts, there remain occasions when diagnosis of a poorly performing design is required.

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All About Flex: Flexible Circuits for Reusable Medical Products

09-21-2017

Flexible circuits have been used in medical devices and medical instrumentation for several decades. Flex circuits and flexible heaters can be ideal solutions in applications requiring lightweight, continuous movement, and highly reliable interconnections that are biocompatible.

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All About Flex: Flexible Circuits and Man-Made Satellites

09-12-2017

The first satellite was launched by the USSR in 1957. The U.S. successfully launched its first satellite, Explorer 1, in 1958 while announcing the intention to “win” the race to outer space. Today satellites serve many vital purposes.

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All About Flex: Using ZIF Connectors with Flexible Circuits

09-07-2017

Zero insertion force (ZIF) connectors are probably the most popular flexible circuitry connector because they allow the circuit to be inserted and removed multiple times with very little mechanical wear on the copper traces.

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All About Flex: The Anatomy of a Flex Circuit Cutline

08-22-2017

Numerous methods are used to create the cutline of a flexible circuit. With the various tooling options, the methods, process steps, tooling and technology are different. These differences affect the actual physics of cutting, and create slight variations on the circuit material.

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All About Flex: ITAR Registration

08-15-2017

Vendors building product for the defense industry often stipulate a supplier needs to be ITAR registered. ITAR stands for International Traffic in Arms Regulations and is a program run by the U.S. government to control the export of defense-related technology to foreign countries.

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Successful Flex Circuit Assembly

08-02-2017

Many contract manufacturers are reluctant to mix rigid and flexible circuits on the same assembly line as the handling and fixturing requirements can be quite different. Characteristics allowing a flexible circuit to be flexible can often present learning curve challenges when component or mechanical assembly is required. This article details some of the common issues experienced when assembling flexible circuits, and strategies to ensure reliable assembly.

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All About Flex: Button Plating on a Flexible Circuit

07-20-2017

Button plating describes a fabrication process widely used in the flex circuit industry to selectively electroplate copper to the vias and onto the pads capturing the vias. The rest of the copper traces do not have plating. Another industry term used to describe this feature is pads only plating. Producing a circuit with this processing methodology requires two photolithography steps.

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2016

All About Flex: Customer Acquisition

12-22-2016

The “Customer Acquisition” process can be thought of as consisting of three major segments: collection, selection and execution. While these sub-divisions should be considered as intimately interrelated, examining them as separate disciplines can be enlightening.

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All About Flex: Disruption in the Supply Chain

12-08-2016

Manufacturers need a highly dependable supply chain to successfully support their products. This is especially true of custom designed and built components, as many times, only one supplier is available for a component since tooling and development costs discourage dual sourcing.

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All About Flex: Packaging Flexible Circuits and Assemblies

12-01-2016

Many facets are involved in delivering a flexible circuit. During the quote and design phase, requirements are reviewed. So assuming the relevant product documentation was gathered, the salesperson turned around the quote, and the customer placed an order and parts were built, it’s all over, right? Not quite. One critical aspect that does not get much discussion is packaging and shipping.

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All About Flex: Non-Copper Flexible Circuit Applications

11-22-2016

While pure copper is the most common choice for flexible circuit fabrication, there are times a different metal is more suitable for an application. Copper is well known for its excellent electrical and thermal conductivity, but there are applications where the best thermal or electrical conductivity can be a disadvantage.

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All About Flex: Flex Circuit Specifications for Commercial and Military Applications

10-27-2016

Applications across the various markets for printed circuit boards can have significantly different specifications and performance requirements. Circuits for toys and games logically have lower performance requirements than those used in medical devices. IPC-6013 is an industry-driven specification that defines the performance requirements and acceptance features for flexible printed circuit boards.

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All About Flex: Five Characteristics of a Reliable Flexible Circuit Supplier

10-27-2016

Due diligence when selecting a source for a custom electronic product can be a critical sourcing procedure. Chains are only as good as the weakest link, and the electronic components assembled to create a marketable product need to combine into a robust solution.

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All About Flex: Flexible Circuit Prototypes

10-13-2016

Most electronic projects begin with at least one build of prototype parts before moving into volume manufacturing. But the definition of a flex circuit prototype can vary considerably from one project to another. In many cases, a prototype build is only a few parts used to verify form, fit and function, with engineering trying to determine if something actually works.

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Flex Circuit Specifications for Commercial and Military Applications

09-30-2016

Applications across the various markets for printed circuit boards can have significantly different specifications and performance requirements. Circuits for toys and games logically have lower performance requirements than those used in medical devices. IPC 6013 is an industry-driven specification that defines the performance requirements and acceptance features for flexible printed circuit boards.

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All About Flex: Lead-Free Soldering Flexible Circuits

09-23-2016

Ever since the European community adopted the RoHS directive in 2006, the U.S. electronics industry has been steadily increasing its use of lead-free solder. Medical was the first U.S. industry to go totally lead-free. Today, a significant percentage of electronics soldering is done with lead-free solder.

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All About Flex: FAQs on RoHS for Flex Circuits

09-02-2016

In 2003, the European Union (EU) adopted a standard called the Restriction of Hazardous Substances (RoHS), which restricts the use of certain materials in electronic products and electronic equipment. The intent is to reduce the environmental impact of known hazardous materials and has driven changes in manufacturing processes and materials used to manufacture a wide array of electronic products.

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2015

All About Flex: Embracing the Mess

12-03-2015

Marketing in the world of printed circuits is an important discipline, but I have learned it is better to be prepared with a nimble reaction than to expect the marketing department to consistently be successful in predicting the future. The path to the goal is often achieved much more quickly by making an early decision followed by a course correction rather than waiting for all the information.

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All About Flex: Flexible PCB: What’s in a Name?

11-12-2015

Flexible PCB is a common term that is synonymous with flexible circuits. While the term “PCB” is generally used to describe rigid printed circuitry, “flexible PCB” is a little contradictory because “boards” aren’t really flexible. Some companies, like All Flex, design and manufactures flexible PCBs, but not rigid PCBs. There are many similarities between the two, but also significant differences.

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Plated Through-holes in Flexible Circuits

10-29-2015

There is probably no more important feature than the plated through-hole (also called via or via hole) with regard to the reliability and integrity of a flexible circuit. The through-hole provides electrical connection between insulated layers and enables electrical functionality on double-sided and multilayer flexible circuits.

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Testing Flexible Circuits, Part 3: The Completed Flex Circuit

10-15-2015

Most flex houses perform a variety of tests on completed flexible circuits. The type, frequency, and complexity of these tests vary with customer and application. Test requirements are generally defined by the customer, but input is often solicited from the supplier during the quote process.

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Testing Flexible Circuits, Part I: Requirements and Procedures

09-17-2015

In this first of a three part series regarding tests for flexible circuits, I will examine overall requirements and procedures; the second installment will focus on raw materials, and the third and final part will focus on testing for bare flexible circuit and circuit assemblies.

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Catching Up to Yesterday

09-02-2015

Recently, KPMG, an international consultancy that operates as a network of member firms offering audit, tax and advisory services, came out with their 6th annual survey of manufacturing executives focusing on global manufacturing trends.

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The Butterfly Effect

08-20-2015

If a random initial disturbance from the wings of a butterfly can have a dramatic effect, just think what can be accomplished with intentional acts aimed at making sure our customers are receiving proactive attention.

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Is Wearable Technology Just a Fad?

08-13-2015

Wearable technology is in its infancy. The industry needs to mature and go back to basic marketing—finding a need and filling it. Flexible circuits have been around since the mid-1960s and have been successfully filling needs. Flexible circuits are ideal for wearable technology because they are thin and lightweight. As the marketing matures, the applications will come and flexible circuits will be there to fill the technical needs.

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Unique Single-Sided Flexible Circuits

08-06-2015

The number of iterations, sequences and combinations possible when manufacturing a flexible circuit can create unique product features to reduce hand assembly of wires, create switch contacts, or eliminate connectors. With minor alterations in basic processing steps, a flex circuit applications engineer can often imagine and configure a dramatically different flexible circuit.

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Agricultural Drones and Flexible Circuits

07-28-2015

According to MIT Technology Review, one of theTop 10 breakthrough technologies last year was the agricultural drone. I focused on drones in one of my recent columns, Flexible Circuits and UAV Applications, which briefly mentioned agriculture as one of the uses for drones.

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