Term of Sale
TERMS OF SALE
For Semiconductor Products
- Offer and Acceptance. Buyer may offer to buy Products under these terms by submitting an order to Lansdale. Lansdale may accept or reject any order at Lansdale's sole discretion. The terms in this contract are the sole terms governing Lansdale's sale of Products to Buyer. Lansdale's acceptance of Buyer's offer is expressly limited to these terms. Lansdale hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer's purchase order, unless Lansdale expressly agrees to such terms in writing. Capitalized words will have the meaning described in the Glossary of Defined Terms located at the end of this contract.
- Prices. Lansdale communicates pricing to customers in various ways (e.g., quotes) and confirms transaction prices with its order acknowledgements. Quotation prices are valid for 30 days. After 30 days Lansdale's price may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, or other changes to conditions. Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in U.S. Dollars.
- Delivery. Unless
Lansdale notifies Buyer otherwise, shipments will be delivered EXW Phoenix
AZ USA (Incoterms 2010). Risk of loss or damage will pass to Buyer upon shipment
from the Lansdale designated shipping point. Any subsequent loss or damage
will not relieve Buyer from its obligations. Buyer is solely responsible
for costs of freight and insurance after shipment from the Lansdale
designated shipping point. If Lansdale incurs freight or insurance costs
on Buyer's behalf, Buyer must promptly reimburse Lansdale for such
freight or insurance costs.
Buyer is importer of record and is responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. Lansdale may deliver Products in installments.
Lansdale will communicate to Buyer at the time of quotation an Estimated Ship Date. Lansdale will not be liable for any damage, loss, or expense incurred by Buyer if Lansdale fails to meet the Estimated Ship Date.
- Cancellations and Rescheduling. All cancellations and or rescheduling of orders require Lansdale Sales and Operations approval. Charges may apply. Contact the Lansdale Sales representative.
- Payment Terms. Payment for open accounts is due thirty (30) Days after Lansdale's invoice date. Lansdale may change or withdraw credit amounts or payment terms at any time for any reason. If Buyer fails to make Payment when due, Lansdale may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. Lansdale will not be liable for, and Buyer will hold Lansdale harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer's failure to make Payment. Buyer may not deduct any Payment amounts on account of unresolved disputes. Lansdale may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.
- Taxes. Prices do
not include applicable taxes or duties. Buyer is solely responsible for
paying all applicable taxes and duties. Lansdale will add sales taxes to
the sales price where required by applicable law and Buyer will pay such
taxes unless Buyer provides Lansdale with a duly executed sales tax
exemption certificate. If Buyer is required by law to withhold any amount
of tax from its Payment to Lansdale, Buyer will take all reasonable steps
to minimize such withholding tax, provide Lansdale with a receipt or
certificate as evidence the tax has been paid, and reimburse Lansdale for
the amount of withholding so that Lansdale receives Payment for the full
value of the invoice.
Unless Lansdale notifies Buyer otherwise, with regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Products leave the jurisdictional territory of Lansdale's point of shipment. Unless Lansdale notifies Buyer otherwise, with regard to domestic shipments and international shipments that do not transit through international waters or airspace, title transfers upon delivery to Buyer's carrier or nominee at Lansdale's point of shipment.
- Contingencies. Lansdale will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond Lansdale's reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, Lansdale may, at its sole discretion, allocate Product production and deliveries.
and Related Remedies.
8.1 Subject to Section 9 and Sections 8.2 through 8.5 below, Lansdale warrants to Buyer that each Product conforms to Lansdale's published Specifications for such Product. This warranty lasts for twelve (12) months after the date Lansdale or a Lansdale-authorized distributor delivers the Product. Notwithstanding the foregoing, Lansdale will not be liable for a nonconforming Product if:
(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than Lansdale, including improper installation or testing, or for any Products that were altered or modified in any way by an entity other than Lansdale;
(b) the nonconformity resulted from Buyer's design, specifications, or instructions for such Products or improper system design; or
(c) Buyer has not paid on time.
Testing and other quality control techniques are used to the extent Lansdale deems necessary. Lansdale does not necessarily test all parameters of each Product.
Buyer's claims against Lansdale under this Section 8 are void if Buyer fails to notify Lansdale of any apparent defects in the Product within ten (10) business days after delivery, or of any hidden defects within ten (10) business days after the defect has been detected.
8.2 Lansdale's sole liability will be at its option to repair or replace Products that fail to conform to the warranty set forth above, or credit Buyer's account for such Products. Lansdale's liability under this warranty will be limited to Products that are returned during the warranty period to Lansdale and that are determined by Lansdale not to conform to such warranty. If Lansdale elects to repair or replace such Products, Lansdale will have a reasonable time to complete such actions. Repaired Products will be warranted for the remainder of the original warranty period. Replaced Products will be warranted for a new full warranty period.
8.3 EXCEPT AS SET FORTH ABOVE, PRODUCTS (AS DEFINED IN THIS CONTRACT) ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." LANSDALE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.4 Lansdale may provide Buyer technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. Buyer agrees that providing these services does not expand or otherwise alter Lansdale's warranties as set forth above and no additional obligations or liabilities arise from Lansdale providing such services or items. LANSDALE PROVIDES ALL SERVICES AND ITEMS TO BUYER (OTHER THAN "PRODUCTS" DEFINED IN THIS CONTRACT) "AS IS" AND "WITH ALL FAULTS." LANSDALE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES AND ITEMS, INCLUDING, BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Applications and Compliance.
9.1 General. Buyer is solely responsible for the design, validation, and testing of its applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning its applications. Industry best practices generally require that Buyer conducts qualification tests on actual applications taking into account possible environmental and other conditions that Buyer's application may encounter. Buyer represents that, with respect to its applications, it has all the necessary expertise to create and implement safeguards that (1) anticipate dangerous consequences of failures, (2) monitor failures and their consequences, and (3) lessen the likelihood of failures that might cause harm, and to take appropriate remedial actions. Buyer agrees that prior to using or distributing any systems that include Products, Buyer will thoroughly test such systems and the functionality of such Products as used in such systems.
9.2 Industry Standards. Unless Lansdale has explicitly designated an individual Product as meeting the requirements of a particular industry standard (e.g., ISO/TS/MIL-PRF/MIL-STD), Lansdale is not responsible for any failure to meet such industry standard requirements.
9.3 Safety Requirements. Where Lansdale specifically promotes Products as facilitating functional safety or as compliant with industry functional safety standards, such Products are intended to help enable customers to design and create their own applications that meet applicable functional safety standards and requirements. Using Products in an application does not by itself establish any safety features in the application. Buyer must ensure compliance with safety-related requirements and standards applicable to its applications.
9.4 Specifically Designated Qualification. Lansdale may expressly designate certain Products as completing a particular qualification (e.g. Military Grade, Industrial Grade). Buyer agrees that it has the necessary expertise to select the Product with the appropriate qualification designation for its applications and that proper Product selection is at Buyer's own risk. Buyer is solely responsible for compliance with all legal and regulatory requirements in connection with such selection.
9.5 Life-Critical Medical. Buyer may not use any Lansdale Products in life-critical medical equipment. Life-critical medical equipment is medical equipment where failure of such equipment would cause serious bodily injury or death (e.g., life support, pacemakers, defibrillators, heart pumps, neurostimulators, and implantables). Such equipment includes, without limitation, all medical devices identified by the U.S. Food and Drug Administration as Class III devices and equivalent classifications outside the U.S.
9.6 Indemnification by Buyer. Buyer will fully indemnify Lansdale and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer's non-compliance with Section 9.
and Damages Disclaimer.
10.1 General Limitations. IN NO EVENT WILL LANSDALE BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS, REGARDLESS OF WHETHER LANSDALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL, REWORK OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. NO CLAIM, SUIT, OR ACTION WILL BE BROUGHT AGAINST LANSDALE MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.
10.2 Specific Limitations. IN NO EVENT WILL LANSDALE'S AGGREGATE LIABILITY FROM ANY USE OF A PRODUCT PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT EXCEED THE TOTAL AMOUNT PAID TO LANSDALE FOR THE PARTICULAR PRODUCTS AT ISSUE DURING THE PRIOR TWELVE (12) MONTHS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
10.3 BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
- Non-Waiver of Default. In the event of any default by Buyer, Lansdale may decline to make further shipments. If Lansdale elects to continue to make shipments, Lansdale's action will not be a waiver of any such default or affect Lansdale's legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.
- Governing Law and Venue. This contract is governed by and interpreted in accordance with the laws of the State of Arizona, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties and the remainder of this contract will continue in full force and effect. This contract is not governed by the United Nations Convention on Contracts for the International Sale of Goods. Buyer agrees that non-exclusive jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the State of Arizona and consents to venue in Maricopa County, Arizona. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court and Lansdale may seek injunctive relief in any United States or foreign court.
13.1 Exports, re-exports, and transfers of Products are subject to U.S. export controls and sanctions, the most important of which are administered by the Commerce Department's Bureau of Industry and Security ("BIS ") under its Export Administration Regulations ("EAR ") (15 Code of Federal Regulations Parts 730-774) and the Treasury Department's Office of Foreign Assets Control ("OFAC ") under its Foreign Assets Control Regulations (31 Code of Federal Regulations Part 500). Buyer acknowledges and agrees that it will comply, and will ensure that its subsidiaries comply, with all applicable laws and regulations whenever it exports, re-exports, or transfers Products.
13.2 Buyer acknowledges and agrees that Products may not be sold, exported, re-exported, transferred, or resold to any U.S. embargoed, sanctioned, or restricted destinations as defined in EAR Supplement No. 1 to Part 740, Country Group E, or to any entities or enterprises listed in EAR Supplement No. 4 to Part 744, without prior authorization from BIS, OFAC, or any other responsible U.S. Government agency and in compliance with the EAR and any other applicable U.S. Government regulation. Buyer further acknowledges and agrees that Products may not be exported, re-exported, transferred, or resold to a person or entity barred by the U.S. Government (collectively, "Denied Persons") from participating in export activities. Denied Persons include, but are not limited to, those individuals or entities listed on the Commerce Department's Denied Persons List, the Commerce Department's Entity List, the Directorate of Defense Trade Controls' List of Statutorily Debarred Parties, and the Treasury Department's List of Specially Designated Nationals. Buyer further agrees that it will not export, re-export, or transfer to the United States on Lansdale's behalf or for Lansdale's benefit any goods, services, or technology from any embargoed/sanctioned country or from any Denied Person that will be imported into the United States, directly or indirectly, without a required authorization from OFAC. The above lists of U.S. embargoed/sanctioned or restricted destinations, entities, or Denied Persons are subject to change.
Buyer also acknowledges and agrees to observe all other applicable restrictions concerning other end-uses/end-users according to other laws and regulations (e.g., European Commission regulations or any other national regulations).
To the extent applicable, Buyer undertakes to refrain from the following transactions under all circumstances: (a) transactions involving persons, organizations, or institutions listed in any applicable sanctions list, (b) prohibited transactions involving embargoed countries, and (c) transactions subject to any license requirement for which the necessary export license has not been granted.
13.3 Buyer further agrees to obtain any necessary export authorization prior to the exportation, re-exportation, or transfer of any Product acquired from Lansdale under this contract. Each party will secure, at its own expense, such authorization and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. Further, Buyer will give notice of the need to comply with such laws and regulations to any person, firm, or entity which it has reason to believe is obtaining any such Product from Buyer with the intention of exportation. If government approvals cannot be obtained by Lansdale, Lansdale may terminate, cancel, or otherwise be excused from performing any obligations it may have under these terms.
13.4 Without limiting the generality of the foregoing, Buyer further agrees that Products may not be exported, re-exported, transferred, purchased, or resold for a military end-use or to a military end-user in a country listed in EAR Supplement No. 1 to Part 740, Country Group D1, without prior authorization from BIS, OFAC, or any other responsible U.S. Government agency and in compliance with the EAR and any other applicable U.S. Government regulation. The term "military end-use" means incorporation into a military item described on the U.S. Munitions List ("USML") (22 Code of Federal Regulations Part 121, International Traffic in Arms Regulations) or the International Munitions List ("IML") (as set out on the Wassenaar Arrangement website at www.wassenaar.org); or commodities classified under Export Control Classification Numbers ("ECCNs") ending in "A018" or under 蜨 series" ECCNs. The term "military end-user" means the national armed services (e.g., army, navy, marine, air force, or coast guard), as well as the national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support a military end-use. Buyer further acknowledges and agrees that Products may not be exported, re-exported, transferred, or resold, directly or indirectly, for the design, development, fabrication, or use of nuclear, chemical, or biological weapons or missile technology without U.S. Government authorization.
13.5 Requests by Buyer for Lansdale to provide assistance or services in connection with the integration of Products into any military end-use item must be approved in advance by Lansdale in writing for export control purposes and Lansdale's ability to provide any such assistance to Buyer is conditioned upon obtaining any U.S. government export authorization that may be required. Lansdale is not obligated to provide such assistance or services.
13.6 Any Product export classification made by Lansdale shall be for Lansdale's internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such Product or whether an export authorization is required for the exportation of such Product.
13.7 If Buyer violates any of its obligations and commitments under Section 13, Lansdale may terminate, cancel, or otherwise be excused from performing any obligations it may have under this contract. Buyer will fully indemnify Lansdale and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer's non-compliance with Section 13. Section 13 will survive termination of this contract.
- U.S. Government Contracts. If Buyer intends to use Products in the performance of a U.S. Government contract or subcontract where Federal Acquisition Regulations, Defense Federal Acquisition Regulations Supplements, or other applicable government procurement rules or regulations (collectively, "Government Procurement Regulations") will apply, Buyer will inform Lansdale in writing of each applicable Government Procurement Regulation before Buyer submits an applicable purchase order for the Product.
- Assignment and Third Party Beneficiaries. This contract is not assignable by Buyer without Lansdale's prior written consent. Any unauthorized assignment is null and void. No provision in this contract confers any benefits, rights, or remedies to any person other than Buyer or Lansdale.
- Miscellaneous. This contract constitutes the entire agreement between the parties relating to the sale of Products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No addition to or modification or waiver of any provision of this contract will be binding upon Lansdale unless made in writing and signed by a duly authorized Lansdale representative. Electronic communications, including emails and/or social media communications, are not signed writings for purpose of this section. No course of dealing or trade usage or course of performance will be relevant to explain or supplement any term in this contract. These terms will prevail notwithstanding any different, conflicting, or additional terms that may appear on any purchase order or other writing not expressly incorporated herein, including, but not limited to, data sheets, application notes, purchase order acknowledgements, and online communications. The section headings contained in this contract are for reference purposes only and will not affect in any way the meaning or interpretation of this contract.
to Customers Purchasing From Distributors
Purchases from unauthorized sources carry the risk of receiving counterfeit devices or Products where original quality and reliability have been compromised.
Glossary of Defined Terms
- BIS has the meaning defined in Section 14.1.
- Buyer means a person or entity purchasing Products directly from Lansdale.
- Covered Claim has the meaning defined in Section 10.1.
- Days means calendar days unless otherwise stated.
- Denied Persons has the meaning defined in Section 14.2.
- EAR has the meaning defined in Section 14.1.
- ECCNs has the meaning defined in Section 14.4.
- Estimated Ship Date or ESD means the date estimated by Lansdale for shipment of the Product from the applicable Lansdale location.
- Government Procurement Regulations has the meaning set forth in Section 15.
- IC means integrated circuit.
- IML has the meaning defined in Section 14.4.
- Military End-Use has the meaning defined in Section 14.4.
- Military End-User has the meaning defined in Section 14.4.
- Non-Standard Product means a Product designated by Lansdale as "Non-Standard." This designation includes Products customized for a single customer, or non-custom Products primarily purchased by a single customer.
- OFAC has the meaning defined in Section 14.1.
- Other Claim has the meaning defined in Section 10.3(e).
- Payment means Lansdale has received cleared funds from Buyer in Lansdale's bank account on or before the invoice due date.
- Product means a packaged integrated circuit product that Lansdale has qualified and released to market. For clarity, and without limitation, the term "Product" or "Products" excludes: services, reference designs, marketing collateral, software, Samples (or Lansdale's Sample program), wafer and/or die products, prototypes, experimental devices, and evaluation modules (EVMs). Lansdale may provide these items or services to Buyer under separate terms.
- Safety-Critical Application means systems whose failure or malfunction may result in death or serious injury to persons, loss or severe damage to equipment, or harm to the environment.
- Sample means a Product or pre-production IC that Lansdale provides to Buyer free of charge for evaluation or testing purposes.
- Specification means measureable electrical and physical characteristics of a particular Product listed in the then-current official data sheet (including errata) for that Product.
- Standard Product means a Product designated by Lansdale as "Standard." This designation includes catalog Products offered and/or sold to many customers.
- USML has the meaning defined in Section 13.4.
Latest version available at www.lansdale.com