Terms & Conditions

Unless otherwise expressly agreed in writing by Diode Dynamics, LLC (“Seller”), the following Terms & Conditions apply to all quotations and resulting orders.

1. Quotation Validity

All quotations are valid for thirty (30) days from the date of issue unless otherwise stated. Pricing, availability, specifications, and lead times are subject to change after expiration.

2. Pricing

All prices are quoted in U.S. Dollars (USD) unless otherwise specified and exclude freight, insurance, duties, tariffs, customs fees, and all federal, state, local, or foreign taxes. Any such charges shall be the responsibility of the Buyer.

3. Payment Terms

Unless otherwise stated on the quotation, payment terms shall be pre-payment (i.e., cash in advance). Any payment terms reflecting the extension of trade credit (e.g., “Net 30) are conditional on a signed credit application between Buyer and Seller. If, for whatever reason, a quotation reflects the extension of credit (e.g., “Net 30”) in the absence of a signed credit agreement, Buyer shall presume such extension of credit as temporary and limited to said quotation and its respective subsequent transactions. Seller reserves the right to require prepayment or modify terms at any time. Buyer is responsible for all bank, wire, and transaction fees.

4. Freight, Shipping & Risk of Loss

Unless otherwise specified, shipments are FOB Shipping Point (St. Charles, Missouri, USA). Title and risk of loss transfer to Buyer upon shipment. Shipping method and carrier selection are at Seller’s discretion unless otherwise agreed.

For international shipments, applicable Incoterms® 2020 shall apply as stated on the quotation.

5. Lead Times

All quoted lead times are estimates only and are subject to change due to production capacity, material availability, supply chain conditions, or other factors beyond Seller’s reasonable control.

6. Order Acceptance

All orders are subject to acceptance by Seller. Seller’s written order acknowledgment or commencement of production constitutes acceptance.

7. Order Changes & Cancellations

Order changes or cancellations require Seller’s prior written approval. Buyer shall be responsible for all costs incurred, including but not limited to materials, labor, tooling, and work-in-progress.

Custom, private-label, OEM, or special-order products may be Non-Cancellable and Non-Returnable (NCNR) once production has commenced.

8. Tooling, NRE & Custom Development

Tooling, Non-Recurring Engineering (NRE), testing, validation, packaging, or setup charges are quoted separately unless otherwise stated. All such charges are non-refundable once work has begun.

9. Returns & Warranty

Products are subject to Seller’s standard warranty and return policies in effect at the time of shipment. Returns require prior authorization (RMA). Warranty coverage applies to manufacturing defects only and excludes misuse, improper installation, unauthorized modification, or normal wear.

10. Compliance & Export Controls

Buyer agrees to comply with all applicable laws and regulations, including but not limited to U.S. export control laws (EAR, ITAR), customs regulations, and government contracting requirements where applicable.

11. Intellectual Property

All designs, drawings, specifications, software, documentation, and related intellectual property remain the exclusive property of Seller unless expressly agreed otherwise in writing. No license or ownership transfer is implied by this quotation.

12. Limitation of Liability

Seller’s total liability arising from any quotation or order shall be limited to the purchase price paid for the affected products. In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including loss of profits, vehicle downtime, or lost production.

13. Force Majeure

Seller shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, supply chain disruptions, material shortages, transportation delays, or government actions.

14. Governing Law

These Terms & Conditions, and any quotation or order governed hereby, shall be governed by the laws of the State of Missouri, USA, without regard to conflict-of-law principles.

15. Entire Agreement

These Terms & Conditions constitute the entire understanding relating to the quotation unless superseded by a separate written agreement signed by both parties.