Terms and Conditions of Purchase

1. General Provisions

1.1. These Terms and Conditions (Ts & Cs) apply to the requests for offers, the formation, the contents of, and the compliance with any agreement and/or purchase contract in the performance of which goods are supplied to Infinite Electronics.

1.2. Acceptance of the Agreement. The Terms and Conditions shall be deemed an offer by Infinite Electronics. Supplier accepts the Ts & Cs upon its written acceptance or upon commencement of any required work or service. Supplier’s acceptance shall be limited to the express written terms of the agreement. Supplier agrees that the general terms of sale of the Supplier shall not apply to any purchase contract – not even in addition to these terms, that the applicability of such general terms of sale is hereby expressly excluded.

1.3. Each party may have a need to disclose to the other party confidential information relating to its business and affairs (“Confidential Information”). Neither party will disclose Confidential Information of the other to any third party without the express written consent of the originating party, nor disclose or make use of any Confidential Information other than in the performance of this Agreement. Each party shall use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information and will procure from any third party to whom Confidential Information is authorized an agreement containing provisions substantially similar to those set out in this Section. Either party may seek injunctive relief to enforce its rights under this Section.

1.4. Intellectual Property. Infinite Electronics remains the owner of confidential information and any drawings, models, patterns, tools, dies, jigs, specifications of delivery or other documents (collectively “intellectual property”) that buyer provides. Without Infinite Electronics’ written consent, such intellectual property may only be used for the purpose of the delivery of materials to Infinite Electronics. Infinite Electronics may request at any time that such intellectual property be returned.

1.5. The following shall be considered confidential information of Infinite Electronics: (i) any written specifications for the material and processing of the material; (ii) any other business or technical information, including without limitation, all oral or written information relating to the materials, or information relating to buyer’s customers, suppliers, business practices, products, designs, inventions, or research and development; and (iii) the terms and conditions of the Ts & Cs.

1.6. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

1.7. Suppliers shall at all times conform to the Infinite Electronics Supplier Quality Manual located at https://www.infiniteelectronics.com/suppliers/

2. Delivery

2.1. The ship date shall be the date designated by Infinite Electronics in a purchase order (designated as “promise date”), blanket release, or other writing. If the purchase order designates a “delivery by” date, then the Supplier is required to assign a ship date that ensures delivery to the required facility by the delivery by date. The parties agree that in the event the Supplier fails to ship any order for material on the required ship date, the buyer, in addition to other rights or remedies it may have, shall be entitled, at its option, to cancel the order/release for the material which was not timely shipped without any obligation or liability to Supplier and to purchase such material from a third party.

2.2. Delivery terms are referenced on the purchase order. If no other delivery terms are specified in the purchase order, the supplier shall deliver the material to Infinite Electronics Delivered Duty Paid Incoterms 2021 (DDP).

2.3. Infinite Electronics accepts no liability for goods which have been delivered in excess of written purchase order or release and such goods can be returned, shipping charges collect, to the supplier at its expense.

2.4. If delivery is not completed pursuant to Infinite Electronics purchase order or delivery schedule, Infinite Electronics may take such actions as it deems necessary to meet schedules, including expedited shipping and routing at the Supplier’s cost and expense. The supplier shall immediately report any event, occurred or anticipated which may reasonably affect shipping on time.

2.5. Order acknowledgement and confirmation of shipping dates are required for all purchase orders.

3. Conformance

3.1. The Supplier will deliver only goods that conform in all respects to the requirements described or referred to in the purchase order (and/or print) and are of the quantity, quality, and description required by the purchase contract.

3.2. The supplier shall maintain the proper identification and revision status specifications, drawings, process requirements, inspection/verification instructions, and other relevant technical data.

3.3. Infinite Electronics reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation or auditing.

3.4. Conforming goods are goods which satisfy each and every of the following (but not limited to):

  • 3.4.1. Are new and of new materials;
  • 3.4.2. Comply with any national and/or international laws, legal rules, regulations, directives, and other governmental provisions regarding the goods and the products which do or shall contain the goods;
  • 3.4.3. Do not breach any requirements and warranties contained hereunder or otherwise given by the supplier.

3.5. Infinite Electronics reserves the right of final approval of product, procedures, processes and equipment.

3.6. All suppliers providing calibration services must be certified to ISO17025 (or equivalent). All calibration certificates must identify standards used and must be traceable to NIST (National Institute of Standards and Technology).

3.7. Supplier agrees to participate in all Infinite Electronics quality and development programs and implement recommended outcomes.

4. Price and Payment

4.1. Payments for goods will in no event be due before invoice with details of goods itemized and specified in accordance with instructions. Supplier shall not invoice prior to delivery. Supplier shall invoice buyer upon shipment of the order.

4.2. Infinite Electronics shall make payment for conforming material at the price and payment terms stated in the purchase order. Unless otherwise stated, all payments are in US Dollars and include all storage, handling, packing, taxes, and any other charge.

4.3. Supplier expressly assumes the risk of any event or cause (whether or not foreseen) affecting such prices, including any foreign exchange rate changes, increases in raw material costs, inflation, increases in labor, and other manufacturing costs.

5. Force Majeure

5.1. Neither party shall be liable for failure to perform or delay in performance hereunder if such failure or delay is due to fire, storm, flood, war, embargo, or any act of God or other cause or contingency beyond such party’s reasonable control; provided that, if any act or event described in this section prevents or will prevent the Supplier from performing its obligations under the Ts & Cs, the buyer shall have the right, without obligation or liability to Supplier to purchase material from another supplier until Supplier is able to resume performance of its obligations.

6. Warranty

6.1. The Supplier shall warrant with a signed Certificate of Conformance to be provided with each shipment that the product(s) and material(s):

  • 6.1.1. Will conform to drawings, materials, descriptions, and specifications designated by Infinite Electronics and with all samples approved;
  • 6.1.2. Will be of merchantable quality and fit and sufficient for the particular purposes intended, new, best available technology, safe, of first-class materials and workmanship and free from defects and contamination;
  • 6.1.3. Will be marked to specifications and requirements;
  • 6.1.4. Shall handle and package product to preclude damage during processing and shipping. If material is received in a damaged condition, it will be treated as nonconforming material;
  • 6.1.5. Will not infringe any patents, copyrights, or other proprietary rights;
  • 6.1.6. Will be free from all liens and encumbrances.

6.2. The Supplier commits that upon any breach of above warranty stated in 6.1, the Supplier will be liable for up to and including:

  • 6.2.1. The costs of repair, modification, cover or replacement of these goods;
  • 6.2.2. All loss, damage, costs, and expenses arising therein;
  • 6.2.3. All incidental, strict, and consequential damages arising therein;
  • 6.2.4. All liabilities, damages, charges, costs, and expenses that Infinite Electronics is required to pay or perform to or on behalf of any direct or indirect customer.

6.3. The warranty period shall be up to three years stocking/storage at Infinite Electronics or distributor facilities followed by one year after delivery is made to the customer.

7. Disclaimer and Limitation of Liability

7.1. EXCEPT FOR A PARTY’S BREACH OF, INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND SUPPLIER’S OBLIGATIONS WITH RESPECT TO EPIDEMIC FAILURES, UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR:

(i) ANY INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF USE AND THE LIKE) OR FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES OR

(ii) CUMULATIVE DAMAGES OF ANY KIND IN EXCESS OF THE AMOUNTS PAID BY INFINITE ELECTRONICS TO SUPPLIER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF THE OTHER PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY THAT MAY BE AVAILABLE HEREUNDER.

8. Compliance and Export Control

8.1. Supplier agrees that:

  • 8.1.1. In the manufacture and sale of goods to Infinite Electronics, supplier shall comply with all applicable federal, state, and local laws, orders, conventions, standards and regulations of all jurisdictions, including all countries of origin or delivery, (“Laws”) relating to the goods, their manufacture, use, sale, importation, exportation, labeling, or otherwise, including without limitation, any laws relating to equal employment opportunity, veterans rights and jobs listing provisions, child labor, wages and hours, affirmative action, and all laws and regulations relating to occupational safety and health.
  • 8.1.2. Supplier warrants that it will comply with the Export Administration Regulations and other United States laws and regulations governing exports, including but not limited to those which prohibit export or diversion of certain products, services and technology to certain countries and entities. Any and all obligations of Supplier to provide the products, services and technical information or assistance, shall be subject in all respects to such United States laws and regulations that govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, Bureau of Industry and Security. Supplier agrees to cooperate with buyer including without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom.
  • 8.1.3. The goods sold by supplier shall conform to the requirements of all laws.
  • 8.1.4. The purchase contract shall be deemed to incorporate by reference all the clauses required by the provisions of said laws, orders and regulations binding upon supplier.
  • 8.1.5. All materials used in manufacturing shall satisfy current government and safety constraints on restricted, toxic and hazardous materials, as well as environmental, electrical, and electromagnetic considerations applicable to the country of manufacture and sale.
  • 8.1.6. Supplier shall have a process to assure that governmental and safety constraints on restricted, toxic, and hazardous substances are complied with relative to the goods, the manufacturing process, and sub suppliers.

8.2. Trademark Protection: Infinite Electronics may require Supplier to place trademarks (MARKS) on material purchased. If such a request is made, Infinite Electronics grants to Supplier a limited, revocable, nonexclusive royalty free license for the term of the Ts & Cs to use the MARKS on products and packaging for materials in connection with the sale of material to Infinite Electronics only.

8.3. All suppliers are required to maintain appropriate record retention related to the product for a minimum of 5 years.

8.4. Infinite Electronics may have key characteristics, special quality, material, process or other controls imposed on this Purchase Order. Supplier shall flow down these requirements to any and all subcontractors.

9. Indemnity

9.1. Supplier will defend or, at its option, settle, any claim, action or proceeding brought against Infinite based upon a claim that Products infringe, violate, or misappropriate a United States or foreign copyright, patent, or trade secret, and shall indemnify and hold Infinite harmless from and against all claims, damages and costs finally awarded by a court of competent jurisdiction against Infinite in any such action or proceeding. Infinite shall (i) promptly notify Supplier of any such claim in writing, (ii) give Supplier sole control of defense of such claim and all negotiations for the compromise or settlement thereof, and (iii) provide Supplier with all reasonable cooperation, information and assistance in connection with the claim unless their handling of the claim puts Infinite at risk.

9.2. Supplier shall have no liability for an infringement claim to the extent based upon (a) a combination of Products with other products not furnished by Supplier, or (b) any addition to or modification of Products by any person other than Supplier. If Products or any parts become or, in Supplier’s opinion are likely to become, the subject of a valid claim of infringement or the like, Supplier shall have the right, at its option and expense, to (i) obtain for Infinite a license permitting continued use of Products or such parts, (ii) replace or modify Products or parts so that they become non-infringing, or (iii) refund the amount paid by Infinite for Products or infringing parts. Supplier shall have no liability for any costs incurred or settlement entered into without its prior written consent.

9.3. Each of Infinite and Supplier agree to indemnify and hold the other party, and their respective officers, directors, employees, successors, and assigns harmless against all losses, damages, or expenses of whatever form or nature, including attorneys’ fees and other costs of legal defense, whether direct or indirect, that the indemnified party may sustain or incur as a result of any acts or omissions of the indemnifying party, arising out of or in connection with third-party claims including, but not limited to, (i) trademarks and other intellectual property of the indemnifying party supplied hereunder that infringe any patent or valid copyright of a third party, (ii) breach of any of the provisions of this Agreement by the indemnifying party, (iii) negligence or other tortious conduct by the indemnifying party, (iv) breach of the indemnifying party’s representations or warranties, or (v) violation by the indemnifying party of any applicable law or regulation. The indemnified party shall (a) promptly notify such indemnifying party of any claim in writing, (b) give such indemnifying party sole control of defense of such claim and all negotiations for the compromise or settlement thereof, and (c) provide such indemnifying party with all reasonable cooperation, information and assistance in connection with the claim.

9.4. EXCEPT AS SET FORTH IN SECTION 6, THE PROVISIONS OF THIS SECTION 9 STATE THE EXCLUSIVE LIABILITY OF THE PARTIES WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF PRODUCTS OR USE THEREOF, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND INDEMNITIES WITH RESPECT THERETO.

10. Governing Law; Dispute Resolution

10.1 The following applies to suppliers who are incorporated outside of the Country of China: This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State California without regard to such state’s conflict of laws principles. The Parties agree to the exclusive jurisdiction of the state and federal courts located in the State of California with respect to any claims or disputes arising out of this All matters arising out of or relating to this agreement, or a breach thereof, are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or relating to this agreement, or a breach thereof, will be instituted in the federal or State courts located in the city of Irvine, California or its closest California venue. Each party irrevocably submits to the exclusive jurisdiction of the courts in any legal suit, action or proceeding.

10.2 The following applies to suppliers who are incorporated within the Country of China: Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding noncontractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The IBA Rules on the Taking of Evidence in International Arbitration, as current on the commencement of the arbitration, shall apply. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The venue of hearings shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. This agreement shall be construed according to the laws of the state of California, USA (without regard to its conflicts of law provisions). Judgement on the award rendered by the arbitrators may be entered in any court with applicable jurisdiction.

Gabriel Gugliemli

Vice President, Product Management

In the role of Vice President of Product Management, Gabriel Guglielmi oversees all product management for Infinite Electronics’ global operations.

Gabriel brings more than 25 years of experience in the electronics components industry, serving in various senior management positions including General Manger at ST Microelectronics, Vice President of Business Development and Strategy at Smiths Connectors, and President of Interconnect Devices Inc (IDI). His leadership and product line management experience drove growth within these companies by focusing on developing and expanding product portfolios through internal product development and private labeling.

Gabriel has a Bachelor of Science degree in Mechanical Engineering from INSA in Lyon, France, and a Master’s degree in Strategic Management from HEC in Paris, France.

Penny Cotner

President and Chief Executive Officer

As Infinite Electronics’ President and Chief Executive Officer, Penny leads the executive management team to drive growth and shareholder value.

Penny joined Infinite in 2013, and brings over 25 years of experience in the Electronics industry, from engineering positions at Hughes Aircraft Company and with Rockwell’s Space Station Program, to leadership roles in Marketing and Sales Operations with Fortune 500 global Electronics Distributor, Arrow Electronics.

Penny holds a B.S. in Electrical Engineering from California State – Northridge and an M.B.A. from UC – Irvine.

Jason Koshy

Vice President, Global Sales

As Infinite Electronics’ Global VP of Sales, Jason leads all sales teams, including Inside Sales & Service, Channel Sales and Installations.

Jason has more than 22 years of experience that covers all facets of the business, with past positions including Applications Engineer, Quality & Manufacturing Engineer, Regional Sales Manager, Director of Sales for North America and, most recently, VP of Sales for the Americas and ROW. Jason also participated in the integration of Kaelus, RadioWaves, PolyPhaser and Transtector into the Infinite Electronics brand family.

Jason holds a Bachelor of Science in Electrical Engineering from the University of South Florida.

Krishnan Iyer

Vice President, Information Technology

In the role of VP of Information Technology, Krishnan oversees all IT functions for Infinite Electronics’ global operations.

Krishnan has more than 30 years of broad-based technology experience in a variety of industries that encompass both publicly traded and privately held organizations, including Conexant, Capital Group and Schneider Electric. Krishnan’s experiences within these enterprises fostered multiple partnerships across varied functional areas, highlighting his ability to provide sound technology solutions that solve internal and external customers’ business issues.

Krishnan earned an MBA from Pepperdine University, a Master of Science degree in Computer Science from the Florida Institute of Technology, and Bachelor of Science degrees in Physics and Mathematics.

Brian McCutcheon

Vice President, Operations

Brian is Infinite’s Vice President of Operations, leading the management team responsible for six of Infinite Electronics’ logistics and productions facilities. His efforts focus on being an operational change agent for the transformation and integration of key business systems and processes.

Brian’s experience spans the scope of operations and business management functions. Prior to joining Infinite Electronics, Brian worked at two Fortune 500 companies. During his 15 years with Nokia, he held multiple management-level positions, including, Production Manager for its US-based, network equipment factory and Program Manager for carrier acceptance of network infrastructure installations and mobile device launches. While with Halliburton for nearly five years, he worked as an industrial engineer and was selected to participate in the company’s Management Training Program.

Brian has an Executive MBA from SMU Cox School of Business, and a Bachelor of Science degree in Industrial Engineering from Texas A&M University.

Scott Rosner

Chief Financial Officer

As CFO, Scott is responsible for Infinite Electronics’ global Accounting, Finance, Information Technology and M&A diligence functions.

Scott comes to Infinite Electronics with more than 25 years of accounting, finance, IT and HR experience, leading organizations such as Anchor Blue, APX Logistics, and the publicly traded House2Home/HomeBase. Scott’s most recent role was with CoolSys, Inc, where he was CFO.

Scott holds a B.A. in Accounting and an M.B.A. from Cal State Fullerton.

Jim Dauw

Chief Operating Officer

As COO, Jim is responsible for Infinite Electronics’ global operations strategy, implementation and facilities management.

Jim’s expertise includes more than 25 years of strategic and operational experience, leading global fortune 500 organizations such as ITT, GKN and Alcoa. Jim’s most recent role was with 3V Fasteners, where he was the President. Jim’s experience spans the scope of operations and business management functions.

Jim holds a B.A. in History from Michigan State University and an M.B.A. from Pepperdine University.

Frank Shambarger

Vice President, Human Resources

Frank is responsible for Infinite Electronics’ global human resources operations, leading organizational strategy, promoting operational effectiveness, and building a positive working culture.

With over 20 years of human resource management experience, Frank brings expertise in implementing change at all levels of a global, complex and dynamic organization, using human resource technologies to enhance bottom line results.

Prior to his tenure with Infinite Electronics, Frank held senior human resources roles at WEX Inc., Amistco Separation Products, Munters, M/A-COM and Tyco Electronics.

Frank holds a B.S. in Business Administration from the University of New Hampshire, and has studied Advanced Human Resource Management at the University of California, Los Angeles – Anderson School of Management.

Laurie Addison

Vice President, Marketing

As Infinite Electronics’ Vice President of Global Marketing, Laurie is responsible for driving all overarching marketing initiatives to grow the business.

Laurie comes to Infinite with over 25 years of experience in the industrial electronic components and software industry – marketing for global distributors including Arrow Electronics, Ingram Micro, and for Schneider Electric’s Industrial Software division.

Laurie holds a PhD in Organizational Leadership from Pepperdine University and an M.B.A from Regis University, B.S. Marketing.

Wesley Muddle

Vice President, Finance

As Infinite Electronics’ VP of Finance, Wesley leads the financial planning, analysis and reporting team. He also provides financial expertise to cross-functional departments, including Operations, Sales, Marketing and Product Development.

Previously, Wesley served as a VP of Finance for Guitar Center, where he managed various financial activities for the private equity owned retailer. He also developed and drove significant growth in warranty, private label credit card and gift card business lines. Prior to Guitar Center, Wesley held key financial roles for public companies, including Intermix Media and Nielsen Holdings.

After earning his Bachelor of Science degree in Accounting and graduating Magnum Cum Laude from Ithaca College in New York, Wesley obtained his CPA license while working at PricewaterhouseCoopers.

Mike Braun

Vice President, Procurement

Serving as Infinite Electronics’ VP of Procurement, Mike Braun leads the company’s supply chain to effectively manage relationships with suppliers and vendors, ensuring production delivers on time.

Mike has more than 30 years of materials management experience. He joined L-com in 2014 as Director of Supply Chain. In 2017, Mike was promoted to his current position as Infinite Electronics’ Vice President of Procurement, where he oversees the company’s global material planning, shipping, and purchasing and supplier negotiations. Previously, he held the position of Director of Materials and Logistics for Inalfa Roof Systems and Corporate Materials Manager for Fisher Dynamics.

Mike earned a Bachelor’s degree in Finance from Michigan State University, and Master of Science degree in Management from Walsh College.

Pete Foley

Vice President, Mergers & Acquisitions

As Infinite Electronics’ VP of Mergers and Acquisitions, Pete is focused on maintaining a robust pipeline of potential acquisitions, and on the process associated with this important effort.

Pete joined Infinite Electronics during the acquisition of Integrated Network Cable (INC), retaining the role of President of INC, and was responsible for this stand-alone division of Infinite Electronics. Pete came to Infinite Electronics with more than 16 years of experience in the connectivity industry. During his tenure as Owner and President of INC, the business grew to offer a full range of voice, video and data network installation services that included the eCommerce brands Show Me Cables®, Triangle Cables® and ECore Cables®.

Pete holds a Bachelor of Science degree in Business Administration from Central Connecticut State University, and a Master’s degree in Marketing from Rensselaer Polytechnic Institute.

David Quinn

Chief Revenue Officer

As Infinite Electronics’ CRO, David is responsible for driving revenue growth by leveraging and aligning revenue-generating departments and overseeing the company’s strategic planning initiatives and acquisitions.

David comes to Infinite Electronics with more than 30 years of strategic business development experience in the wireless industry. Prior to joining Infinite Electronics, David was the VP of Business Development and Strategy at Smiths Microwave Telecoms, Managing Director of the Coverage Solutions Division at Powerwave Technologies Inc., and the President & CEO of Kaval Wireless Technologies Inc. David began his career at Motorola, developing wireless network systems.

David holds a Bachelor of Engineering Degree in Computer Engineering from McMaster University and is a licensed P. Eng. and a certified PMP.