Conditions for Supply of Goods by ADD Semiconductor ("ADD")
1.- ACCEPTANCE - Unless otherwise agreed in writing by ADD, these Conditions apply to the supply of goods ("goods") by ADD to any buyer ("Buyer"). Buyer acknowledges that any use it might make of stationery bearing any conditions of Buyer shall be purely for its administrative convenience and such use shall not result in such conditions being incorporated into this contract. A quotation by ADD does not constitute an offer and ADD reserves the right to withdraw or revise the same at any time prior to ADD's acceptance of Buyer's order. Where computer software is supplied by ADD to Buyer, whether or not in combination with other goods, Buyer acknowledges that use of that software is governed by ADD's software license terms applicable to that software. The Conditions in this document shall also apply to the supply of software except to the extent that they are inconsistent with the software license terms; in particular the warranty provisions of Condition 12 shall not apply to the supply of software. Except in Condition 12, the term "goods" in these Conditions shall be deemed to include computer software.
2.- PRICES - All prices quoted by ADD may be changed at any time prior to order acceptance by ADD without notice, and quotations shall be valid only for 30 days from the date of issue. All prices are subject to adjustment at any time prior to dispatch of the goods based upon specifications, quantities, shipment arrangements or other terms and conditions which are not part of the original quotation or order. If Buyer fails to take delivery of the quantity of parts which would qualify for any quantity discount price for which he is being billed then Buyer will be back-billed according to the price quantity discount schedule in effect at the time the order was placed or according to the quotation, whichever is highest. ADD reserves the right, where the price is in a currency other than Euros, to adjust it at any time if, before payment, the exchange rate between the quoted currency and the Euro varies by more than 5% from that prevailing at the date on which the price was initially quoted by ADD.
3.- TAXES - Unless otherwise provided herein, the amount of VAT or any other tax or duty imposed by any authority (national, local or other) applicable to the goods or their manufacture, sale or supply, shall be added to the invoiced price and shall be paid by Buyer or, in lieu thereof, Buyer shall provide ADD with a tax exemption certificate acceptable to the taxing authorities.
4.- TERMS OF PAYMENT - Unless otherwise expressly stated in writing, terms are net cash 30 days from the date of invoice. ADD reserves the right to require full or partial payment in advance, or to revoke any credit previously extended, if, in ADD's judgement, Buyer's financial condition does not warrant proceeding on any terms specified. If the goods are delivered in installments, Buyer shall pay for each installment in accordance with the terms of payment hereof. Payment shall be made for the goods without regard to whether Buyer has made or may make any inspection of the goods. Overdue payments shall be subject to finance charges computed at a rate of 8% per annum above the Central Base Rate. All invoices shall be paid in full without any deduction or set-off.
5.- DELIVERY - Unless otherwise specified, quoted prices are Ex Works (Incoterms 2000) Zaragoza, Spain. Delivery dates represent ADD's best estimate and failure to meet these dates shall not constitute default nor shall ADD be liable for loss or expense incurred in the event that the specified delivery date is not met. Unless otherwise agreed, ADD may make delivery by installments and each such delivery shall constitute a separate contract.
6.- FORCE MAJEURE - Neither party shall be liable for any loss or damage (direct or indirect) suffered by the other which is due to any cause beyond the first party's control, including, without limitation, acts of nature, the unavailability of or difficulty or increased expense in obtaining materials or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes or slow-downs, delays in delivery by suppliers, or acts or omissions of the other. In the event of delay due to any such clause, time for delivery shall be extended for a period equal to the duration of the delay and Buyer shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay.
7.- SHIPMENT - The Buyer will, at the time of order placement, indicate to ADD their methods or routes of shipment. In case Buyer doesn’t specify to ADD their method of shipments, ADD will use their own forwarding shipment methods.
8.- RISK OF LOSS - Risk in the goods shall pass to Buyer upon delivery.
9.- RETENTION OF TITLE - Title to the goods shall not pass to Buyer until payment in full of the price. Until such payment Buyer shall have possession of the goods as bailee for ADD and shall keep the goods insured in their full replacement value, provided that if the goods are being sold or supplied to Buyer for resale or re-supply Buyer may sell, supply and deliver the goods to a third party in the ordinary course of Buyer's business on condition that until such payment as aforesaid Buyer shall hold all proceeds of such sales and supplies in trust for ADD. ADD reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell them and for this purpose Buyer hereby grants an irrevocable right and licence to ADD's employees and agents to enter upon its premises during normal business hours. This right shall continue notwithstanding the termination of the contract and is without prejudice to any accrued right of ADD hereunder or otherwise.
10.- RESCHEDULING AND CANCELLATION - Buyer may reschedule a delivery by a maximum of 60 days upon written notice received by ADD no less than 30 days prior to the scheduled delivery date. A delivery may only be rescheduled once. Buyer may cancel a delivery without penalty upon written notice received by ADD no less than 120 days prior to the scheduled delivery date. If Buyer gives less than 120 days notice of cancellation, Buyer shall be liable for termination charges including all costs, direct and indirect, incurred and committed for this contract, together with a reasonable allowance for pro rated expenses and expected profits. Such termination shall be subject to a minimum charge of 10% of the price of sales or supplies terminated. Deliveries that have been rescheduled may not be cancelled without penalty.
11.- SPECIFICATIONS - All goods are subject to ADD's standard specifications. ADD reserves the right to make changes to the specification of any goods without prior notification to or approval from Buyer provided that such changes do not materially affect the performance of the goods or the purposes for which they can be used.
12.- WARRANTIES AND CLAIMS - Subject to the time limits specified below and subject as hereinafter provided, ADD warrants the goods against faulty workmanship or the use of defective materials and that, subject to Condition 11, such goods will substantially conform to ADD's written specifications, drawings and other descriptions. ADD shall not be liable under the above warranty unless a claim thereunder for non-conforming or defective goods is made in writing within the relevant period from the date of delivery of the goods, which period will be:
- one year in the case of integrated circuit components, or
- ninety days in the case of board or system level products.
No goods claimed to be defective or non-conforming shall be returned without ADD's express written authorisation. Acceptance of said return by ADD shall be based on ADD's evaluation of conformance of goods to ADD's specifications in force at the time of sale and on returned goods being shipped by Buyer to ADD in their original shipping container.
ADD shall not be liable to Buyer for shortages in quantity delivered unless Buyer notifies ADD in writing of any claim in respect thereof within 14 days of delivery. In case of damage to or loss of the goods or any part thereof in transit, Buyer shall contact directly the forwarder used for any claim in respect thereof.
Where liable under this Condition 12, ADD may at its option make good any shortage and/or replace or repair any goods found to be non-conforming or defective, but ADD's aggregate liability to Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the net invoiced price of the defective, damaged or undelivered goods together, in cases where the goods or any parts thereof are replaced, with the transportation costs thereof (insofar as the same is not included in the net invoiced price).
Notwithstanding the foregoing, ADD makes no warranty whatsoever with regard to prototype, developmental or non-qualified goods.
Subject to the foregoing all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and ADD shall be under no liability to Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of ADD, its employees or agents SAVE THAT ADD shall accept liability for death or personal injury caused by its negligence.
13.- INTELLECTUAL PROPERTY RIGHTS - Buyer shall indemnify ADD against any and all liabilities, claims and costs incurred by or made against ADD as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of Buyer involving any infringement or alleged infringement of any rights of any third party.
ADD shall, subject to compliance by Buyer with the following paragraph of this Condition 13, indemnify Buyer (up to the limit of liability stipulated in the fifth paragraph of Condition 12 but not further or other wise) against any and all liabilities, claims and costs incurred by or made against Buyer arising out of any infringement of any third party rights protected in Buyer's country where such infringement arises out of normal and reasonable use by Buyer of the goods but so that such indemnify shall not cover any infringement which is due to the use of the goods or any of them in association or combination with any other materials not supplied by ADD.
In the event of any claim being made or action brought against Buyer arising out of the matters referred to in the preceding paragraph, Buyer shall forthwith notify ADD thereof and shall authorise and allow ADD to conduct on behalf of Buyer all negotiations for the settlement of the same and any litigation which may arise therefrom. Buyer shall afford reasonable assistance to ADD for the purpose of conducting such negotiations or litigation and contesting such claim or action.
14.- ASSIGNMENT - Buyer may not assign this contract or any rights or claims hereunder without ADD's prior written consent. ADD shall have the right to assign its rights and to sub-contract any of its duties under this contract.COMPLIANCE WITH LAWS - Buyer shall carry out the transactions contemplated by this sale or supply and shall otherwise deal with the goods in conformity with all applicable laws and regulations and shall obtain all permits and export licences required in connection with the purchase, installation, sale, supply, shipment or use of the goods. Failure to do so shall not entitle Buyer to withhold or delay payment. Any additional expenses or charges incurred by ADD resulting from such failure shall be for Buyer's account.
15.- COMPLIANCE WITH LAWS - Buyer shall carry out the transactions contemplated by this sale or supply and shall otherwise deal with the goods in conformity with all applicable laws and regulations and shall obtain all permits and export licences required in connection with the purchase, installation, sale, supply, shipment or use of the goods. Failure to do so shall not entitle Buyer to withhold or delay payment. Any additional expenses or charges incurred by ADD resulting from such failure shall be for Buyer's account.
16.- INSOLVENCY AND DEFAULT - If Buyer shall breach any of these Conditions, or suffer distress or execution, or commit an act of bankruptcy, or make an arrangement with its creditors, or go into liquidation (other than for solvent amalgamation or reconstruction) or have a receiver or administrator appointed, ADD may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of Buyer under Condition 9 and/or by notice in writing to Buyer terminate this contract.
17.- GOVERNING LAW - Any contract made shall be governed by and interpreted and enforced in accordance with the laws of Spain.
18.- WAIVER - Failure by either party to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
19.- NOTICES - Any notice to be given hereunder shall be given by personal delivery, post or facsimile transmission to the address of the relevant party as set out in the contract or to such other address as a party may have notified the other in accordance herewith.
Notice by facsimile transmission shall be confirmed by post. Notice shall be deemed to have been given when personally delivered, or on the fourth business day after posting, or on the next business day after facsimile transmission.
20.- SEVERABILITY - The invalidity or unenforceability of any particular provision of these Conditions shall not affect the other provisions hereof and these Conditions shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
21.- THIRD PARTY RIGHTS - No third party shall have any right of action against ADD or Buyer under a contract between ADD and Buyer to which these Conditions apply.
Terms of Sales