Terms and Conditions of Sale for TI Store Transactions

TEXAS INSTRUMENTS INCORPORATED

Standard Terms and Conditions of Sale for TI Store Transactions

Important Notice

Please carefully read the following standard terms and conditions of sale for TI Store transactions, which is legally binding. These terms are governed by the laws of the State of Texas. Except as otherwise indicated, "TI" means Texas Instruments Incorporated.

The terms of Section I apply to semiconductor products (referred to therein as "products" or "components," and referred to on the TI Store as "ICs").

The terms of Section II apply to the evaluation board or preliminary trial kit, subassembly or tool (Referred to therein as "EVMs," and referred to on the TI Store as "Tools").

The terms of Section III apply to samples of TI products (referred to Therein as "Samples," and referred to on the TI Store as "Sample Request").

You agree that TI may receive, use, and/or disclose to third parties the personal data provided to process Your order(s) for the TI Store transactions, for purposes of shipment, processing, of payment transaction(s), communications regarding TI products, EVMs, and/or samples, and as otherwise described in TI's Privacy Policy.

You Agree to TI's Terms of Use. it is your responsibility to safeguard any password and user ID used to access TI's website.

After reading this notice and the applicable terms, You will be asked whether You accept them. Do not accept these terms unless: (1) You will use TI products, EVMs, and/or samples for Your own benefit and personally accept, agree to, and intend to be bound by such terms; or (2) You are authorized to, and intend to be bound by such terms on behalf of Your company for this order. if You do not agree to these terms, do not continue with the transaction.


Section I: Standard Terms and Conditions of Sale For Semiconductor Products

1. Offer and Acceptance: TI offers to sell and deliver semiconductor products (also referred to herein as "components") to the buyer ("Buyer") in accordance with the terms and conditions set forth herein. TI's acceptance of Buyer's offer is expressly limited to such terms.

2. Payment:

All payments must be made at the time of purchase. Payment must be received prior to TI's delivery of the components. TI cannot confirm the price of an item until Buyer places an order. Despite TI's efforts, a small number of the items may be mispriced. If the correct price of an item sold by TI is higher than its stated price, TI will, at its discretion, either contact Buyer for instructions before shipping or cancel Buyer's order and notify Buyer of such cancellation. Product information, price, and availability of TI components are subject to change at any time without prior notice. All prices quoted on TI's website are in U.S. Dollars (USD) and payments must be made in U.S. Dollars. Prices are for components only and do not include transaction taxes (such as value-added taxes, goods and services tax, consumption tax, sales tax), shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of components, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). Buyer is responsible for any Additional Fees. Subject to Section 8, TI will use commercially reasonable efforts to fill each order submitted by Buyer and accepted by TI.

Buyer's receipt of an electronic or other form of order confirmation from TI is for informational purposes only and does not constitute TI's acceptance of Buyer's order for TI components.

TI may require additional information or verifications before accepting any order. Any change to an order must be in the form of a written or electronic communication acceptable to TI.

TI will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides TI with a duly executed sales tax exemption certificate. If Buyer is required by law to withhold any amount of tax from its payment to TI, Buyer shall promptly pay such amount to the appropriate tax authority, take all reasonable steps to minimize such withholding tax, and forward a tax receipt to TI as proof of payment. Additional value-added taxes and custom fees may be incurred on Buyer's order if it is being shipped to a location outside the United States, and Buyer is responsible for those taxes. By placing an order, Buyer authorizes FedEx (or such other vendors as may be selected by TI from time to time to ship components) to pay Additional Fees on its behalf to governmental authorities where applicable.

Additional Fees may be charged directly to Buyer and are not included in the price of Buyer's order.

3. Title and Delivery: TI may use authorized third parties to deliver shipments. Shipments shall be delivered to the named place of destination indicated in Buyer's order via Delivered at Place "DAP" (Incoterms 2010). Title and liability for loss or damage shall pass to Buyer upon TI's delivery to Buyer's named place of destination. Any subsequent loss or damage shall not relieve Buyer from its obligations. Buyer shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. TI may deliver products in installments. Delivery dates are estimates. TI shall not be liable for any damage, losses or expenses incurred by Buyer if TI fails to meet the estimated delivery dates.

4. Contingencies: TI shall not be in breach of this contract and shall 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 TI's reasonable control, 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, TI may, at its sole discretion, allocate component production and deliveries.

5. Warranties and Related Remedies:

5.1 Subject to clauses 5.5 and 5.6 below, TI warrants that TI semiconductor products will conform either to TI's published specifications for such product or other mutually agreed upon written specifications signed by an authorized TI representative. For finished components, this warranty lasts for three (3) years after the date TI ships such components to Buyer. Notwithstanding the foregoing, TI shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than TI, including improper installation or testing, or for any components that have been altered or modified in any way by an entity other than TI. Moreover, TI shall not be liable for any defects that result from Buyer's design, specifications or instructions for such components. Testing and other quality control techniques are used to the extent TI deems necessary. Unless mandated by government requirements, TI does not necessarily test all parameters of each component.

5.2 If any TI components fail to conform to the warranty set forth above, TI's sole liability shall be at its option to repair or replace such components, or credit Buyer's account for such components. TI's liability under this warranty shall be limited to components that are returned during the warranty period to the address designated by TI and that are determined by TI not to conform to such warranty. If TI elects to repair or replace such components, TI shall have a reasonable time to repair such components or provide replacements. Repaired components shall be warranted for the remainder of the original warranty period. Replaced components shall be warranted for a new full warranty period.

5.3 EXCEPT AS SET FORTH ABOVE, SEMICONDUCTOR PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." TI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.4 Buyer agrees that prior to using or distributing any systems that include TI components, Buyer will thoroughly test such systems and the functionality of such TI components as used in such systems. TI may provide technical, applications or design advice, quality characterization, reliability data or other services. Buyer agrees that providing these services shall not expand or otherwise alter TI's warranties, as set forth above, and no additional obligations or liabilities shall arise from TI providing such services.

5.5 Safety-Critical, Medical, Military and Automotive Applications.

Buyer acknowledges and agrees that it is solely responsible for compliance with all legal, regulatory and safety-related requirements concerning its products, and any use of TI components in its applications, notwithstanding any applications-related information or support that may be provided by TI. Buyer represents and agrees that it has all the necessary expertise to create and implement safeguards which anticipate dangerous consequences of failures, monitor failures and their consequences, lessen the likelihood of failures that might cause harm and take appropriate remedial actions. Buyer will fully indemnify TI and its representatives against any damages arising out of the use of any TI components in safety-critical applications.

In some cases, TI components may be promoted specifically to facilitate safety-related applications. With such components, TI's goal is to help enable customers to design and create their own end-product solutions that meet applicable functional safety standards and requirements. Nonetheless, such components are subject to these terms.

No TI components are authorized for use in FDA Class III (or similar life-critical medical equipment) unless authorized officers of the parties have executed a special agreement specifically governing such use.

Only those TI components which TI has specifically designated as military grade or "enhanced plastic" are designed and intended for use in military/aerospace applications or environments. Buyer acknowledges and agrees that any military or aerospace use of TI components which have not been so designated is solely at the Buyer's risk, and that Buyer is solely responsible for compliance with all legal and regulatory requirements in connection with such use.

TI has specifically designated certain components as meeting ISO/TS16949 requirements, mainly for automotive use. In any case of use of non-designated products, TI will not be responsible for any failure to meet ISO/TS16949 requirements.

5.6 Notwithstanding anything to the contrary, SOFTWARE PRODUCTS AND EXPERIMENTAL AND DEVELOPMENT PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." TI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SOFTWARE PRODUCTS AND EXPERIMENTAL AND DEVELOPMENT PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

6. Intellectual Property Indemnification:

6.1 Subject to clauses 6.2, 6.3, 7.1 and 7.2, TI will pay any damages, liabilities or costs (excluding consequential and exemplary damages) finally awarded against Buyer, or agreed to by TI as settlement or compromise, and will defend Buyer against any claim, suit or proceeding brought against Buyer, insofar as such claim, suit or proceeding is based on an allegation that products manufactured and supplied by TI to Buyer directly infringe any United States, Canadian, Japanese or European Union member country patent, copyright, or trade secret; provided TI is (i) promptly informed and furnished a copy of such claim, suit, or proceeding, (ii) given all evidence in Buyer's possession, custody or control, (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. Buyer hereby agrees to make available to TI the benefit of any defense available to Buyer to any infringement allegation hereunder, including, but not limited to, any license or option to license or sub-license any intellectual property right that is the subject of such infringement allegation.

6.2 In the event of an allegation for which TI is obligated to defend Buyer pursuant to clause 6.1, TI may, but shall not be obligated to: (i) obtain a license that allows Buyer to continue the use of the products, (ii) replace or modify the products so as to be non-infringing, but in a manner that does not materially affect the functionality of the products, or (iii) if neither (i) nor (ii) is available to TI at a commercially reasonable expense, then TI may refund to Buyer the purchase price and the transportation costs of such products and prospectively cease to indemnify Buyer with regard to such products without being in breach of this contract. If TI elects to provide either of the options set forth in clauses (i) and (ii) above, TI's indemnity obligation pursuant to clause 6.1 shall be entirely fulfilled as to that individual claim, except for any damages, liabilities, or costs (excluding consequential and exemplary damages) incurred by Buyer prior to TI taking such action. If TI elects the option set forth in clause (iii) above, TI's indemnity obligation under this contract shall be entirely fulfilled, regardless of any additional claims. Also, if TI elects the option set forth in clause (iii) above, Buyer shall return to TI any and all products remaining in Buyer's possession, custody or control.

6.3 TI shall have no liability for any costs, losses or damages resulting from Buyer's willful acts, or any settlement or compromise incurred or made by Buyer without TI's prior written consent. TI shall have no obligation to defend and no liability for any costs, losses or damages, to the extent that an infringement allegation is based upon: (i) Buyer's use of the products in combination with any other product, software or equipment; (ii) Buyer's use of the products in a manner or for an application other than for which they were designed or intended, regardless of whether TI was aware of or had been notified of such use; (iii) Buyer's use of the products in a manufacturing or other process; (iv) Buyer's modifications to the products; (v) TI's compliance with Buyer's particular design, instructions or specifications; or (vi) TI's compliance with any industry or proprietary standard or Buyer's use of the products to enable implementation of any industry or proprietary standard (such claims - i.e. those set forth in (i) through (vi) above - are individually and collectively referred to herein as "Other Claims").

6.4 Buyer shall indemnify and hold TI harmless against any damages, liabilities or costs finally awarded against TI or agreed to by Buyer as settlement or compromise, and will defend any claim, suit or proceeding brought against TI insofar as such claim, suit or proceeding is based on an allegation arising from Other Claims.

6.5 THE FOREGOING STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT, AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

7. Limitations and Damages Disclaimer:

7.1 General Limitations. IN NO EVENT SHALL TI 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 GOODS PROVIDED HEREUNDER, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL 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 SHALL BE BROUGHT AGAINST TI MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.

7.2 Specific Limitations. IN NO EVENT SHALL TI'S AGGREGATE LIABILITY FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, OR ANY USE OF ANY TI PRODUCT PROVIDED HEREUNDER, EXCEED THE TOTAL AMOUNT PAID TO TI FOR THE PARTICULAR UNITS SOLD UNDER THIS CONTRACT WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SOLD TO BUYER UNDER THIS CONTRACT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.

7.3 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.

8. Cancellations; Return Policy. TI may, at any time, decline, cancel, or limit Buyer's order for any reason, including if a component is not available, if TI determines a component has an issue requiring repair, in the event of errors in product or pricing information, or if TI (or its authorized business partners) identify issues relating to credit and fraud avoidance. TI is under no obligation to fulfill Buyer's order and will incur no liability to Buyer for failure to accept Buyer's order. Should this occur, Buyer will be informed of the same and any payments Buyer made with respect to such component will be refunded to Buyer. Except as otherwise provided, TI does not offer any refunds, returns, or exchanges. Furthermore, no return of component(s) will be accepted if the package has been opened and no return of the component(s) will be accepted if they are damaged or otherwise not in a resalable condition. If Buyer feels it has been incorrectly charged for the component(s) it ordered or that delivery violates the applicable order, Buyer should contact TI store support. All refunds will be made in full within thirty (30) working days from the return of the components(s), excluding any postage or packaging costs.

9. Non-waiver of Default: In the event of any default by Buyer, TI may decline to make further shipments. If TI elects to continue to make shipments, TI's action shall not constitute a waiver of any such default or affect TI's legal remedies for any such default.

10. Governing Law: This contract shall be governed by and interpreted in accordance with the laws of the State of Texas, 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 shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by the Uniform Computer Information Transactions Act (UCITA). 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 Texas and consents to venue in Dallas County, Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and TI may seek injunctive relief in any United States or foreign court.

11. Trademarks; Copyright: All trademarks, service marks and trade names of TI on TI's website are trademarks or registered trademarks of TI. The entire content included in TI's website is copyright-protected and is the property of TI and its supplier/licensors. Permission is granted to electronically copy and print hard copy portions of TI's website for the sole purpose of placing an order with TI. Buyer agrees not to change or delete any proprietary notices from the Software and design materials downloaded from the website or otherwise provided to Buyer in connection with its purchase hereunder.

12. Export Control:

12.1 Buyer agrees that unless prior authorization is obtained from the U.S. Department of Commerce, neither Buyer nor its subsidiaries shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce ("EAR")), received from TI, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by the EAR. Buyer furnishes the assurances provided herein to TI in compliance with Part 740 (Technology and Software Under Restriction) of the EAR.

12.2 Buyer further agrees to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code acquired from TI under this contract or any direct product of such technical data, software or software source code. Accordingly, Buyer shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by US or applicable non-US laws. Further, Buyer shall 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, technical data, software or software source code from Buyer with the intention of exportation. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. If government approvals cannot be obtained, TI may terminate, cancel or otherwise be excused from performing any obligations it may have under this contract.

12.3 Any product export classification made by TI shall be for TI'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 license or other documentation is required for the exportation of such product. This Section 12 shall survive termination of this contract.

13. U.S. Government Contracts: If the TI components are to be used in a U.S. Government contract or subcontract, those mandatory clauses, except as noted below, of the applicable U.S. Government procurement regulations shall be incorporated by reference. Unless otherwise agreed upon in writing, certified cost or pricing data will not be provided and Cost Accounting Standards, Defective Pricing, and Audit requirements will not apply.

14. Assignment: This contract shall not be assignable by Buyer without TI's prior written consent. Any unauthorized assignment shall be null and void.

15. Entire Agreement: This contract constitutes the entire agreement between the parties relating to the sale of the products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the products made by any TI representative, which are not stated herein, shall be binding on TI. No addition to or modification of any provision of this contract shall be binding upon TI unless made in writing and signed by a duly authorized TI representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.


Section II: STANDARD TERMS AND CONDITIONS OF SALE for EVALUATION MODULEs

1. Offer and Acceptance: TI offers to sell and deliver TI evaluation boards, kits, or modules, including any accompanying demonstration software, components, or documentation (collectively, an "EVM" or "EVMs") to the buyer ("Buyer") in accordance with the terms and conditions set forth herein. TI's acceptance of Buyer's offer is expressly limited to such terms.

1.1 EVMs are intended solely for product or software developers for use in a research and development setting to facilitate feasibility evaluation, experimentation, or scientific analysis of TI semiconductor products. EVMs have no direct function and are not finished products. EVMs shall not be directly or indirectly assembled as a part or subassembly in any finished product. For clarification, any software or software tools provided with the EVM ("Software") shall not be subject to the terms and conditions set forth herein but rather shall be subject to the applicable terms and conditions that accompany such Software.

1.2 EVMs are not intended for consumer or household use. EVMs may not be sold, sublicensed, leased, rented, loaned, assigned, or otherwise distributed for commercial purposes by Users, in whole or in part, or used in any finished product or production system.

2. Regulatory Notices:

2.1 United States

2.1.1 Notice applicable to EVMs not FCC-Approved:

FCC Notice : This kit is designed to allow product developers to evaluate electronic components, circuitry, or software associated with the kit to determine whether to incorporate such items in a finished product and software developers to write software applications for use with the end product. This kit is not a finished product and when assembled may not be resold or otherwise marketed unless all required FCC equipment authorizations are first obtained. Operation is subject to the condition that this product not cause harmful interference to licensed radio stations and that this product accept harmful interference. Unless the assembled kit is designed to operate under part 15, part 18 or part 95 of this chapter, the operator of the kit must operate under the authority of an FCC license holder or must secure an experimental authorization under part 5 of this chapter.

2.1.2 For EVMs annotated as FCC - FEDERAL COMMUNICATIONS COMMISSION Part 15 Compliant:

Caution

This device complies with part 15 of the FCC Rules. Operation is subject to the following two conditions: (1) This device may not cause harmful interference, and (2) this device must accept any interference received, including interference that may cause undesired operation.

Changes or modifications not expressly approved by the party responsible for compliance could void the user's authority to operate the equipment.

FCC Interference Statement for Class A EVM devices

NOTE: This equipment has been tested and found to comply with the limits for a Class A digital device, pursuant to part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This equipment generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the instruction manual, may cause harmful interference to radio communications. Operation of this equipment in a residential area is likely to cause harmful interference in which case the user will be required to correct the interference at his own expense.

FCC Interference Statement for Class B EVM devices

NOTE: This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one or more of the following measures:

• Reorient or relocate the receiving antenna.

• Increase the separation between the equipment and receiver.

• Connect the equipment into an outlet on a circuit different from that to which the receiver is connected.

• Consult the dealer or an experienced radio/TV technician for help.

2.2 Canada

2.2.1 Concerning EVMs Including Radio Transmitters:

This device complies with Industry Canada license-exempt RSS standard(s). Operation is subject to the following two conditions: (1) this device may not cause interference, and (2) this device must accept any interference, including interference that may cause undesired operation of the device.


Concernant les EVMs avec appareils radio :

Le présent appareil est conforme aux CNR d'Industrie Canada applicables aux appareils radio exempts de licence. L'exploitation est autorisée aux deux conditions suivantes: (1) l'appareil ne doit pas produire de brouillage, et (2) l'utilisateur de l'appareil doit accepter tout brouillage radioélectrique subi, même si le brouillage est susceptible d'en compromettre le fonctionnement.

2.2.2 Concerning EVMs Including Detachable Antennas:

Under Industry Canada regulations, this radio transmitter may only operate using an antenna of a type and maximum (or lesser) gain approved for the transmitter by Industry Canada. To reduce potential radio interference to other users, the antenna type and its gain should be so chosen that the equivalent isotropically radiated power (e.i.r.p.) is not more than that necessary for successful communication. This radio transmitter has been approved by Industry Canada to operate with the antenna types listed in the user guide with the maximum permissible gain and required antenna impedance for each antenna type indicated. Antenna types not included in this list, having a gain greater than the maximum gain indicated for that type, are strictly prohibited for use with this device.


Concernant les EVMs avec antennes détachables :

Conformément à la réglementation d'Industrie Canada, le présent émetteur radio peut fonctionner avec une antenne d'un type et d'un gain maximal (ou inférieur) approuvé pour l'émetteur par Industrie Canada. Dans le but de réduire les risques de brouillage radioélectrique à l'intention des autres utilisateurs, il faut choisir le type d'antenne et son gain de sorte que la puissance isotrope rayonnée équivalente (p.i.r.e.) ne dépasse pas l'intensité nécessaire à l'établissement d'une communication satisfaisante. Le présent émetteur radio a été approuvé par Industrie Canada pour fonctionner avec les types d'antenne énumérés dans le manuel d'usage et ayant un gain admissible maximal et l'impédance requise pour chaque type d'antenne. Les types d'antenne non inclus dans cette liste, ou dont le gain est supérieur au gain maximal indiqué, sont strictement interdits pour l'exploitation de l'émetteur.

2.3 Japan

2.3.1 Notice for EVMs delivered in Japan: Please see http://www.tij.co.jp/lsds/ti_ja/general/eStore/notice_01.page

日本国内に輸入される評価用キット、ボードについては、次のところをご覧ください。

http://www.tij.co.jp/lsds/ti_ja/general/eStore/notice_01.page

2.3.2 Notice for Users of EVMs Considered "Radio Frequency Products" in Japan: EVMs entering Japan are NOT certified by TI as conforming to Technical Regulations of Radio Law of Japan.

If User uses EVMs in Japan, User is required by Radio Law of Japan to follow the instructions below with respect to EVMs:

1. Use EVMs in a shielded room or any other test facility as defined in the notification #173 issued by Ministry of Internal Affairs and Communications on March 28, 2006, based on Sub-section 1.1 of Article 6 of the Ministry's Rule for Enforcement of Radio Law of Japan,

2. Use EVMs only after User obtains the license of Test Radio Station as provided in Radio Law of Japan with respect to EVMs, or

3. Use of EVMs only after User obtains the Technical Regulations Conformity Certification as provided in Radio Law of Japan with respect to EVMs. Also, do not transfer EVMs, unless User gives the same notice above to the transferee. Please note that if User does not follow the instructions above, User will be subject to penalties of Radio Law of Japan.

【無線電波を送信する製品の開発キットをお使いになる際の注意事項】 本開発キットは技術基準適合証明を受けておりません。 本製品のご使用に際しては、電波法遵守のため、以下のいずれかの措置を取っていただく必要がありますのでご注意ください。

1. 電波法施行規則第6条第1項第1号に基づく平成18年3月28日総務省告示第173号で定められた電波暗室等の試験設備でご使用いただく。

2. 実験局の免許を取得後ご使用いただく。

3. 技術基準適合証明を取得後ご使用いただく。

なお、本製品は、上記の「ご使用にあたっての注意」を譲渡先、移転先に通知しない限り、譲渡、移転できないものとします。

   上記を遵守頂けない場合は、電波法の罰則が適用される可能性があることをご留意ください。 日本テキサス・インスツルメンツ株式会社

東京都新宿区西新宿6丁目24番1号

西新宿三井ビル

2.3.3 Notice for EVMs for Power Line Communication: Please see http://www.tij.co.jp/lsds/ti_ja/general/eStore/notice_02.page

電力線搬送波通信についての開発キットをお使いになる際の注意事項については、次のところをご覧ください。 http://www.tij.co.jp/lsds/ti_ja/general/eStore/notice_02.page


3. EVM Use Restrictions and Warnings:

3.1 EVMS ARE NOT FOR USE IN FUNCTIONAL SAFETY AND/OR SAFETY CRITICAL EVALUATIONS, INCLUDING BUT NOT LIMITED TO EVALUATIONS OF LIFE SUPPORT APPLICATIONS.

3.2 User must read and apply the user guide and other available documentation provided by TI regarding the EVM prior to handling or using the EVM, including without limitation any warning or restriction notices. The notices contain important safety information related to, for example, temperatures and voltages.

3.3 Safety-Related Warnings and Restrictions.

3.3.1 User shall operate the EVM within TI's recommended specifications and environmental considerations stated in the user guide, other available documentation provided by TI, and any other applicable requirements and employ reasonable and customary safeguards. Exceeding the specified performance ratings and specifications (including but not limited to input and output voltage, current, power, and environmental ranges) for the EVM may cause personal injury or death, or property damage. If there are questions concerning performance ratings and specifications, User should contact a TI field representative prior to connecting interface electronics including input power and intended loads. Any loads applied outside of the specified output range may also result in unintended and/or inaccurate operation and/or possible permanent damage to the EVM and/or interface electronics. Please consult the EVM user guide prior to connecting any load to the EVM output. If there is uncertainty as to the load specification, please contact a TI field representative. During normal operation, even with the inputs and outputs kept within the specified allowable ranges, some circuit components may have elevated case temperatures. These components include but are not limited to linear regulators, switching transistors, pass transistors, current sense resistors, and heat sinks, which can be identified using the information in the associated documentation. When working with the EVM, please be aware that the EVM may become very warm.

3.3.2 EVMs are intended solely for use by technically qualified, professional electronics experts who are familiar with the dangers and application risks associated with handling electrical mechanical components, systems, and subsystems. User assumes all responsibility and liability for proper and safe handling and use of the EVM by User or its employees, affiliates, contractors or designees. User assumes all responsibility and liability to ensure that any interfaces (electronic and/or mechanical) between the EVM and any human body are designed with suitable isolation and means to safely limit accessible leakage currents to minimize the risk of electrical shock hazard. User assumes all responsibility and liability for any improper or unsafe handling or use of the EVM by User or its employees, affiliates, contractors or designees.

3.4 User assumes all responsibility and liability to determine whether the EVM is subject to any applicable international, federal, state, or local laws and regulations related to User's handling and use of the EVM and, if applicable, User assumes all responsibility and liability for compliance in all respects with such laws and regulations. User assumes all responsibility and liability for proper disposal and recycling of the EVM consistent with all applicable international, federal, state, and local requirements.

4. Payment:

4.1 All payments must be made at the time of purchase. Payment must be received prior to TI's delivery of the EVM(s). TI cannot confirm the price of an item until Buyer places an order. Despite TI's efforts, a small number of the items may be mispriced. If the correct price of an item sold by TI is higher than its stated price, TI will, at its discretion, either contact Buyer for instructions before shipping or cancel Buyer's order and notify Buyer of such cancellation. Product information, price, and availability of TI EVM(s) are subject to change at any time without prior notice. All prices quoted on TI's website are in U.S. Dollars (USD) and payments must be made in U.S. Dollars. Prices are for EVMs only and do not include transaction taxes (such as value-added taxes, goods and services tax, consumption tax, sales tax), shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of components, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). Subject to Section 10, TI will use commercially reasonable efforts to fill each order submitted by Buyer and accepted by TI.

4.2 Buyer's receipt of an electronic or other form of order confirmation from TI is for informational purposes only and does not constitute TI's acceptance of Buyer's order for TI components.

4.3 TI may require additional information or verifications before accepting any order. Any change to an order must be in the form of a written or electronic communication acceptable to TI.

4.4 TI will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides TI with a duly executed sales tax exemption certificate. If Buyer is required by law to withhold any amount of tax from its payment to TI, Buyer shall promptly pay such amount to the appropriate tax authority, take all reasonable steps to minimize such withholding tax, and forward a tax receipt to TI as proof of payment. Additional value-added taxes and custom fees may be incurred on Buyer's order if it is being shipped to a location outside the United States and Buyer is responsible for those taxes. By placing an order, Buyer authorizes FedEx (or such other vendors as may be selected by TI from time to time to ship components) to pay Additional Fees on its behalf to governmental authorities where applicable.

4.5 Additional Fees may be charged directly to Buyer and are not included in the price of Buyer's order.

5. Title and Delivery: TI may use authorized third parties to deliver shipments. Shipments shall be delivered to the named place of destination indicated in Buyer's order via Delivered at Place "DAP" (Incoterms 2010); provided, that, if Buyer applies a coupon pursuant to Section 11 that fully reduces the purchase price of an EVM, shipments shall be delivered to the named place of destination via Delivery Duty Paid "DDP" (Incoterms 2010). Title and liability for loss or damage shall pass to Buyer upon TI's delivery to Buyer's named place of destination. Any subsequent loss or damage shall not relieve Buyer from its obligations. For orders requiring payment, Buyer shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. TI may deliver products in installments. Delivery dates are estimates. TI shall not be liable for any damage, losses or expenses incurred by Buyer if TI fails to meet the estimated delivery dates.

6. Contingencies: TI shall not be in breach of this contract and shall 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 TI's reasonable control, 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 EVMs, TI may allocate, at its sole discretion, EVMs production and deliveries.

7. Limited Warranty and Related Remedies/Disclaimers/Accuracy of Information:

7.1 This Agreement does not apply to software. The warranty, if any, for Software is covered in the applicable Software License Agreement.

7.2 TI warrants that the TI EVM will conform to TI's published specifications for ninety (90) days after the date TI ships such EVM to Buyer. Notwithstanding the foregoing, TI shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than TI, including improper installation or testing, or for any EVMs that have been altered or modified in any way by an entity other than TI. Moreover, TI shall not be liable for any defects that result from Buyer's design, specifications or instructions for such EVMs. Testing and other quality control techniques are used to the extent TI deems necessary or as mandated by government requirements. TI does not test all parameters of each EVM.

7.3 If any EVM fails to conform to the warranty set forth above, TI's sole liability shall be at its option to repair or replace such EVM, or credit Buyer's account for such EVM. TI's liability under this warranty shall be limited to EVMs that are returned during the warranty period to the address designated by TI and that are determined by TI not to conform to such warranty. If TI elects to repair or replace such EVM, TI shall have a reasonable time to repair such EVM or provide replacements. Repaired EVMs shall be warranted for the remainder of the original warranty period. Replaced EVMs shall be warranted for a new full ninety (90) day warranty period.

7.4 To the extent TI provides information on the availability and function of EVMs, TI attempts to be as accurate as possible. However, TI does not warrant the accuracy of EVM descriptions, EVM availability or other information on its websites as accurate, complete, reliable, current, or error-free. Furthermore, in the event that an EVM is mistakenly listed at an incorrect price, TI reserves the right to refuse or cancel any orders placed for such EVM, regardless of whether the order has been confirmed or Buyer's credit card charged. If Buyer's credit card has already been charged for the purchase and Buyer's order is cancelled, arrangements will be made to issue a credit to Buyer's credit card account in the amount of the incorrect price.

7.5 EXCEPT AS SET FORTH ABOVE, EVMS AND ANY WRITTEN DESIGN MATERIALS PROVIDED WITH THE EVM (AND THE DESIGN OF THE EVM ITSELF) ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." TI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

7.6 EXCEPT FOR THE LIMITED RIGHT TO USE THE EVM SET FORTH HEREIN, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS GRANTING OR CONFERRING ANY RIGHTS BY LICENSE, PATENT, OR ANY OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHT OF TI, ITS SUPPLIERS/LICENSORS OR ANY OTHER THIRD PARTY, TO USE THE EVM IN ANY FINISHED END-USER OR READY-TO-USE FINAL PRODUCT, OR FOR ANY INVENTION, DISCOVERY OR IMPROVEMENT MADE, CONCEIVED OR ACQUIRED PRIOR TO OR AFTER THE DATE OF THIS AGREEMENT.

8. Buyer's Indemnity Obligations and Representations. Buyer will defend, indemnify and hold TI, its licensors and their representatives harmless from and against any and all claims, damages, losses, expenses, costs and liabilities (collectively, "Claims") arising out of or in connection with any handling or use of the EVM that is not in accordance with the terms of this agreement. This obligation shall apply whether Claims arise under the law of tort or contract or any other legal theory, and even if the EVM fails to perform as described or expected.

9. Limitations and Damages Disclaimer:

9.1 General Limitations. IN NO EVENT SHALL TI 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 EVMS PROVIDED HEREUNDER, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL 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 SHALL BE BROUGHT AGAINST TI MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.

9.2 Specific Limitations. IN NO EVENT SHALL TI'S AGGREGATE LIABILITY FROM ANY WARRANTY OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, OR ANY USE OF ANY TI EVM PROVIDED HEREUNDER, EXCEED THE TOTAL AMOUNT PAID TO TI FOR THE PARTICULAR UNITS SOLD UNDER THIS CONTRACT WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SOLD TO BUYER UNDER THIS CONTRACT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.

9.3 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.

10. Cancellations; Return Policy. TI may, at any time, decline, cancel, or limit Buyer's order for any reason, including if an EVM is not available, if TI determines an EVM has an issue requiring repair, in the event of errors in product or pricing information, or if TI (or its authorized business partners) identify issues relating to credit and fraud avoidance. TI is under no obligation to fulfill Buyer's order and will incur no liability to Buyer for failure to accept Buyer's order. Should this occur, Buyer will be informed of the same and any payments Buyer made with respect to such EVM will be refunded to Buyer. Except as otherwise provided, TI does not offer any refunds, returns, or exchanges. Furthermore, no return of EVM(s) will be accepted if the package has been opened and no return of the EVM(s) will be accepted if they are damaged or otherwise not in a resalable condition. If Buyer feels it has been incorrectly charged for the EVM(s) it ordered or that delivery violates the applicable order, Buyer should contact TI store support. For orders requiring payment, all refunds will be made in full within thirty (30) working days from the return of the EVM(s), excluding any postage or packaging costs.

11. Use of Coupon Code: A unique code is assigned to each coupon. In order to redeem a coupon, Buyer should enter the coupon code in the space provided and if the coupon is valid, savings will appear at checkout. If the coupon code is not entered at the time of purchase, the coupon will not be honored. Coupon is not redeemable for cash or cash equivalent. Coupon cannot be used to make adjustments on previous purchases and is not transferable, not for resale and cannot be combined with any other offers, promotions, coupons or discounts. If Buyer returns EVMs purchased using a coupon code, and if TI approves such return, then TI will refund the price of the returned product(s) less a proportionate share of the discount that was applied to Buyer's entire order.

12. Trademarks; Copyright: All trademarks, service marks and trade names of TI on TI's website are trademarks or registered trademarks of TI. The entire content included in TI's website is copyright-protected and is the property of TI and its supplier/licensors. Permission is granted to electronically copy and print hard copy portions of TI's website for the sole purpose of placing an order with TI. Buyer agrees not to change or delete any proprietary notices from the Software and design materials downloaded from the website or otherwise provided to Buyer in connection with its purchase hereunder.

13. Export Control:

13.1 Buyer agrees that unless prior authorization is obtained from the U.S. Department of Commerce, neither Buyer nor its subsidiaries shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce ("EAR")), received from TI, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by the EAR. Buyer furnishes the assurances provided herein to TI in compliance with Part 740 (Technology and Software Under Restriction) of the EAR.

13.2 Buyer further agrees to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code acquired from TI under this contract or any direct product of such technical data, software or software source code. Accordingly, Buyer shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by US or applicable non-US laws. Further, Buyer shall 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, technical data, software or software source code from Buyer with the intention of exportation. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. If government approvals cannot be obtained, TI may terminate, cancel or otherwise be excused from performing any obligations it may have under this contract.

13.3 Any product export classification made by TI shall be for TI'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 license or other documentation is required for the exportation of such product. This Section 13 shall survive termination of this contract.

14. U.S. Government Contracts: If EVMs are to be used in connection with a U.S. Government contract or subcontract, those mandatory clauses, except as noted below, of the applicable U.S. Government procurement regulations shall be incorporated by reference. Unless otherwise agreed upon in writing, certified cost or pricing data will not be provided and Cost Accounting Standards, Defective Pricing, and Audit requirements will not apply.

15. Assignment: This contract shall not be assignable by Buyer without TI's prior written consent. Any unauthorized assignment shall be null and void. TI may assign its rights and duties under this Agreement to any party at any time without notice to Buyer.

16. Governing Law: This contract shall be governed by and interpreted in accordance with the laws of the State of Texas, 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 shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by the Uniform Computer Information Transactions Act (UCITA). 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 Texas and consents to venue in Dallas County, Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and TI may seek injunctive relief in any United States or foreign court.

17. Order of Precedence. In the event of any conflict between this agreement and the Software License Agreement, with respect to Software, the applicable Software License Agreement shall prevail.

18. Entire Agreement: This contract and other information and warnings included in the package containing the EVM received by Buyer, and labels posted on the equipment in such package, constitutes the entire agreement between the parties relating to the sale of the EVMs and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the EVMs made by any TI representative, which are not stated herein, shall be binding on TI. No addition to or modification of any provision of this contract shall be binding upon TI unless made in writing and signed by a duly authorized TI representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. These terms and conditions of this agreement shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement.

Section III: TERMS AND CONDITIONS FOR THE PROVISION AND RECEIPT OF SAMPLES OF TI PRODUCTS

1. General

In these terms and conditions for the provision of samples (as defined herein), "TI" means Texas Instruments Incorporated, Texas Instruments (Shanghai) Co., Ltd. if samples are shipped from China, and Texas Instruments Electronics Malaysia SDN.BHD if the samples are shipped from Singapore.

SAMPLES OF TI PRODUCTS ("samples") ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND FOR EXPERIMENTAL AND TESTING PURPOSES ONLY. You, the recipient of samples ("You"), may not use samples in final production systems, and may not resell samples. TI DISCLAIMS ALL WARRANTIES AND ANY AND ALL LIABILITIES, EXPRESS OR IMPLIED, REGARDING SAMPLES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY LIABILITY FOR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LIABILITY FOR ANY OTHER DAMAGES OF ANY KIND.

TI may provide technical, applications or design advice, quality characterization, reliability data or other services in connection with these samples or otherwise. ANY SUCH ADVICE OR ASSISTANCE IS PROVIDED "AS IS," AND "WITH ALL FAULTS" AND TI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. Further, you agree that TI's provision of these services shall not alter the exclusion of warranties and liabilities for product samples as set forth above, and that no additional obligations or liabilities shall arise from TI providing such services.

2. Safety-Critical, Medical, Military and Automotive Applications.

You acknowledge and agree that You are solely responsible for compliance with all legal, regulatory and safety-related requirements concerning Your products, and any use of samples in Your applications, notwithstanding any applications-related information or support that may be provided by TI. You represent and agree that You have all the necessary expertise to create and implement safeguards which anticipate dangerous consequences of failures, monitor failures and their consequences, lessen the likelihood of failures that might cause harm and take appropriate remedial actions. You will fully indemnify TI and its representatives against any damages arising out of the use of any samples in safety-critical applications.

In some cases, samples may be promoted specifically to facilitate safety-related applications. With such samples, TI's goal is to help enable customers to design and create their own end-product solutions that meet applicable functional safety standards and requirements. Nonetheless, such samples are subject to these terms.

No samples are authorized for use in FDA Class III (or similar life-critical medical equipment) unless authorized officers of the parties have executed a special agreement specifically governing such use.

Only those samples which TI has specifically designated as military grade or "enhanced plastic" are designed and intended for use in military/aerospace applications or environments. You acknowledge and agree that any military or aerospace use of TI components which have not been so designated are solely at Your risk, and that You are solely responsible for compliance with all legal and regulatory requirements in connection with such use.

TI has specifically designated certain samples as meeting ISO/TS16949 requirements, mainly for automotive use. In any case of use of non-designated products, TI will not be responsible for any failure to meet ISO/TS16949 requirements.

3. Taxes: Value-added taxes and custom fees may be incurred on Buyer's order if it is being shipped to a location outside the United States, and Buyer is responsible for those taxes. By placing an order, Buyer authorizes FedEx (or such other vendors as may be selected by TI from time to time to ship components) to pay Additional Fees on its behalf to governmental authorities where applicable.

4. Title and Delivery: TI may use authorized third parties to deliver shipments. Shipments shall be delivered to the named place of destination indicated in your order via Delivered at Place "DAP" (Incoterms 2010); provided, that, if samples are shipped to either China from Shanghai or to Asia (excluding China) from Singapore, shipments shall be delivered to the named place of destination in your order via Delivered Duty Paid "DDP" (Incoterms 2010). Title and liability for loss or damage shall pass to Buyer upon TI's delivery to Buyer's named place of destination. Any subsequent loss or damage shall not relieve Buyer from its obligations. TI may deliver products in installments. Delivery dates are estimates. TI shall not be liable for any damage, losses or expenses incurred by Buyer if TI fails to meet the estimated delivery dates.

5. Indemnity Obligations and Representations. You will defend, indemnify and hold TI, its licensors and their representatives harmless from and against any and all claims, damages, losses, expenses, costs and liabilities (collectively, "Claims") arising out of or in connection with any handling or use of the sample that is not in accordance with the terms of this agreement. This obligation shall apply whether Claims arise under the law of tort or contract or any other legal theory.

6. Limitations and Damages Disclaimer:

6.1 General Limitations. IN NO EVENT SHALL TI 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 SAMPLES PROVIDED HEREUNDER, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL 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 SHALL BE BROUGHT AGAINST TI MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.

6.2 Specific Limitations. IN NO EVENT SHALL TI'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, OR ANY USE OF ANY TI SAMPLE PROVIDED HEREUNDER, EXCEED $500 (USD) WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SUBJECT TO THIS CONTRACT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.

6.3 YOU UNDERSTAND AND AGREE 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.

7. Cancellations; Return Policy. TI may, at any time, decline, cancel, or limit your order for any reason, including if a sample is not available, if TI determines a sample has an issue requiring repair, in the event of errors in product or pricing information, or if TI (or its authorized business partners) identify issues relating to credit and fraud avoidance. TI is under no obligation to fulfill your order and will incur no liability to You for failure to accept your order. Should this occur, You will be informed of the same. With respect to samples, TI may, at its discretion, offer returns or exchanges. Furthermore, no return of sample(s) will be accepted if the package has been opened and no return of the sample(s) will be accepted if they are damaged or otherwise not in a resalable condition. If You feel the delivery violates the applicable order, You should contact TI store support.

8. Governing Law

This contract shall be governed by and interpreted in accordance with the laws of the state of Texas, 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 shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (UN-CISG), or by the Uniform Computer Information Transactions Act (UCITA). You agree that non-exclusive jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the state of Texas and consents to venue in Dallas County, Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and TI may seek injunctive relief in any United States or foreign court.

9. Trademarks; Copyright: All trademarks, service marks and trade names of TI on TI's website are trademarks or registered trademarks of TI. The entire content included in TI's website is copyright-protected and is the property of TI and its supplier/licensors. Permission is granted to electronically copy and print hard copy portions of TI's website for the sole purpose of placing an order with TI. Buyer agrees not to change or delete any proprietary notices from the Software and design materials downloaded from the website or otherwise provided to Buyer in connection with its purchase hereunder.

10. Export Control

10.1 You agree that unless prior authorization is obtained from the U.S. Department of Commerce, neither you nor your subsidiaries shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in part 772 of the Export Administration Regulations of the U.S. Department of Commerce ("EAR")), received from TI, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by the EAR. You furnish the assurances provided herein to TI in compliance with part 740 (technology and software under restriction) of the EAR.

10.2 You further agree to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code received from TI under this contract or any direct product of such technical data, software or software source code. Accordingly, you shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by us or applicable non-US laws. Further, you shall 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, technical data, software or software source code from you with the intention of exportation. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. If government approvals cannot be obtained, TI may terminate, cancel or otherwise be excused from performing any obligations it may have under this contract.

10.3 Any product export classification made by TI shall be for TI'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 license or other documentation is required for the exportation of such product. This Section 10 shall survive termination of this contract.

11. Entire Agreement

This contract constitutes the entire agreement between the parties relating to the provision of the product samples of TI products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the provision of product samples of TI products made by any TI representative, which are not stated herein, shall be binding on TI. No addition to or modification of any provision of this contract shall be binding upon TI unless made in writing and signed by a duly authorized TI representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any order for product samples or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.

Last updated: November 17, 2014