All orders or contracts must be approved and accepted by the Seller at its home office. These terms shall be applicable whether or not they are attached to or enclosed with the products to be sold hereunder. Prices quoted for the items described above hereby are firm and not subject to audit.
2.2 If, in the judgment of the Seller, the financial condition of the Buyer at any time does not justify continuation of production or shipment on the terms of payment originally specified, the Seller may require full or partial payment in advance and, in the event of the bankruptcy or insolvency of the Buyer or in the event any proceeding is brought by or against the Buyer under the bankruptcy laws, the Seller shall be entitled to cancel any outstanding order and shall receive reimbursement for its cancellation charges.
2.3 Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. If shipments are delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make shipment. If the work covered by the purchase order is delayed by the Buyer, payments shall be made based on the purchase price and the percentage of completion. Products held for the Buyer shall be at the risk and expense of the Buyer. The Seller reserves the right to ship its order and make collection by sight draft and bill of lading attached.
2.4 Buyer agrees to pay Seller at its office in Sunnyvale, California, for the articles described herein, if all the articles are not delivered at one time. Buyer agrees to pay on the terms stated, the unit price applicable to the articles so delivered.
Except as otherwise provided in the concomitant paragraphs, the Buyer shall defend any suit or proceeding brought against the Seller, so far as based on a claim that any product or any part thereof, furnished under this contract constitutes an infringement of any patent of the United States, if notified promptly in writing and given authority, information and assistance (at the Buyer's expense) for the defense of same, and the Buyer shall pay all damages and costs awarded therein against the Seller. In case said product or any part thereof is, in such suit, held to constitute infringement of patent, and the use of said product or part is enjoined the Buyer shall, at its own expense, either procure for the Seller the right to continue using said product or part, replace same with non-infringing product, modify it so it becomes non-infringing, or remove said product and refund the purchase price and the transportation and installation costs thereof. The forgoing states the entire liability of the Seller for patent infringement by said products or any part thereof.
THIS PROVISION IS STATED IN LIEU OF ANY OTHER EXPRESSED, IMPLIED, OR STATUTORY WARRANTY AGAINST INFRINGEMENT AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR PATENT INFRINGEMENT OF ANY KIND.
THIS WARRANTY IS EXPRESSED IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED OTHER OBLIGATIONS OR LIABILITIES ON THE SELLER’S PART AND IT NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR THE SELLER ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF SAID ARTICLES.
This warranty shall not apply to any of such products which have been repaired or altered, except by the Seller, or which shall have been subjected to misuse, negligence, or accident. The aforementioned provisions do not extend the original warranty period of any product which has either been repaired or replaced by Seller.
This warranty shall terminate upon resale (by Buyer) of the goods sold hereunder whether or not at the time of such resale the goods have been incorporated into another product.
Seller makes no warranty of merchantability with respect to goods sold under this agreement.
9.2 Buyer may terminate this order, other than for default, if such right is applicable, only upon payment of all Seller’s costs incurred for and reasonably allocated to the terminated portion of the work in accordance with generally accepted accounting principles plus a reasonable profit on such costs.
9.3 Seller may cancel for convenience by giving Buyer 30 day’s written notice.
10.2 In no event shall Seller be liable for incidental, consequential, liquidated or special damages.
10.3 The Buyer may not unilaterally make changes in the drawings, designs, or specifications for the items to be furnished hereunder without Seller’s prior consent.
10.4 There are no warranties which extend beyond the description on the face hereof.
Minimum Order (Direct / OEMs): $100.00 per Line Item $500.00 per Purchase Order
Minimum Order (Distributors): $100.00 per Line Item $300.00 per Purchase Order
Die and Wafer Orders: Minimum and multiple order and shipment release apply Allow ±10% of quoted quantity
Non-Cancelable and Non-Returnable (NCNR): Partial reels, tubes, trays, or bags Demoboards Leaded/non-green & obsolete product Product with assigned S#, D#, H#, or special markings “Not recommended for new designs” (NCNR) product “Consult factory” product Product in die or wafer form
Cancellation and Reschedule Policy: 60-day notification for commercial products 120-day notification for Hi-Rel and custom products Standard Date Code Policy: shipments shall have a Date Code within 2 years.
Examples of devices considered to be life support devices are neonatal oxygen analyzers, nerve stimulators (for any use), autotransfusion devices, blood pumps, defibrillators, arrhythmia detectors and alarms, pacemakers, hemodialysis systems, peritoneal dialysis systems, ventilators of all types, and infusion pumps; as well as other devices designated as “critical” by the FDA. The above are representative examples only and are not intended to be conclusive on any other life support device.
After acceptance of the devices by Buyer, Buyer shall indemnify and hold harmless Seller against all claims by third parties for bodily injury and property damage which arise out of the use or operation of the devices. Such indemnity shall not apply if the bodily injury or property damage claim is a result of the sole negligence of Seller.
