TEXAS INSTRUMENTS INCORPORATED ("TI")
TERMS OF SALE
For Wafer Products/Die Products
1. Offer and Acceptance
Buyer may offer to buy Products under these terms by submitting an order to TI. TI may accept or reject any order at TI’s sole discretion. The terms in this contract are the sole terms governing TI’s sale of Products to Buyer. TI’s acceptance of Buyer’s offer is expressly limited to these terms. TI hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless TI 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.
TI communicates pricing to customers in various ways (e.g., quotes) and confirms transaction prices with its order acknowledgements. Prior to shipment, TI’s price may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, or other changes to conditions. The final price in effect on the date of shipment as stated in TI’s invoice applies. Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in U.S. Dollars.
Unless TI notifies Buyer otherwise, shipments will be delivered FCA (Incoterms 2010) TI’s point of shipment. Risk of loss or damage will pass to Buyer upon TI’s delivery to the TI 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 delivery to the TI designated shipping point. If TI incurs freight or insurance costs on Buyer’s behalf, Buyer must promptly reimburse TI 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. TI may deliver Products in installments.
TI will communicate to Buyer an Estimated Ship Date. TI will not be liable for any damage, loss, or expense incurred by Buyer if TI fails to meet the Estimated Ship Date.
Buyer hereby grants TI, for itself and as collateral agent on behalf of each of TI’s subsidiaries, a security interest in (i) all present and future Product sold or delivered by TI to Buyer; (ii) all present and future books and records, including, without limitation, books of account and ledgers, computer programs, computer software, and data relating to Buyer or to any personal property subject to a security interest granted herein; and (iii) all proceeds, whether now owned and existing or hereafter acquired or arising, including, without limitation: (A) all rents, issues, royalties, and profits of or from any of the foregoing, (B) all personal property now or hereafter received by Buyer upon the sale, exchange, lease, transfer, or other disposition of any of the foregoing, and (C) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any of the foregoing or any proceeds thereof to secure the prompt and unconditional payment and performance by Buyer of all indebtedness, obligations, debts, and liabilities owed to TI. Buyer agrees, upon request by TI, to execute promptly any documents and perform any other acts at Buyer’s sole expense that TI deems necessary or advisable to confirm, continue and/or perfect the security interests granted in this Section. In addition to and not in limitation or derogation of the foregoing, Buyer hereby irrevocably authorizes TI to execute and file any one or more financing statements covering all personal property subject to the security interests granted in this Section.
4. Cancellations and Rescheduling
Buyer may cancel or reschedule orders according to the following rules:
|Buyer-Requested Cancel or Reschedule Date||Standard Products||Non-Standard Products|
|< 30 Days before ESD||Not allowed||Not allowed|
|30-90 Days before ESD||Allowed||Not allowed|
|> 90 Days before ESD||Allowed||Requires TI approval|
Notwithstanding the above rules, certain Products are subject to special cancellation and reschedule terms that TI will communicate to Buyer prior to order acceptance.
5. Payment Terms
Payment is due thirty (30) Days after TI’s invoice date. TI may change or withdraw credit amounts or payment terms at any time for any reason. If Buyer fails to make Payment when due, TI may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. TI will not be liable for, and Buyer will hold TI 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. TI may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.
Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. 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 will take all reasonable steps to minimize such withholding tax, provide TI with a receipt or certificate as evidence the tax has been paid, and reimburse TI for the amount of withholding so that TI receives Payment for the full value of the invoice.
Unless TI 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 TI’s point of shipment. Unless TI 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 TI’s point of shipment.
TI 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 TI’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, TI may, at its sole discretion, allocate Product production and deliveries.
8. Warranties and Related Remedies
8.1 Subject to Section 9 and Sections 8.2 through 8.4 below, TI warrants to Buyer that each Die Product conforms to TI’s published Specifications for such Die Product. This warranty lasts for thirty (30) Days after the date TI or a TI-authorized distributor delivers the Product. Notwithstanding the foregoing, TI will not be liable for a nonconforming Product if:
(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than TI, including improper storage, installation or testing, or for any Products that were altered or modified in any way by an entity other than TI;
(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 TI deems necessary. TI does not necessarily test all parameters of each Product.
Buyer’s claims against TI under this Section 8 are void if Buyer fails to notify TI 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 TI’s sole liability will be at its option to repair or replace Die Products that fail to conform to the warranty set forth above, or credit Buyer’s account for such Die Products. TI’s liability under this warranty will be limited to Die Products 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 Die Products, TI will have a reasonable time to complete such actions. Repaired Die Products will be warranted for the remainder of the original warranty period. Replaced Die 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.” TI 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. WAFER MAPS (AS DEFINED IN THIS CONTRACT) AND ALL OTHER DOCUMENTATION ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”
8.4 TI 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 TI’s warranties as set forth above and no additional obligations or liabilities arise from TI providing such services or items. TI PROVIDES ALL SERVICES AND ITEMS TO BUYER (OTHER THAN “DIE PRODUCTS” DEFINED IN THIS CONTRACT) “AS IS” AND “WITH ALL FAULTS.” TI 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.
9. Buyer’s 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 TI has explicitly designated an individual Die Product as meeting the requirements of a particular industry standard (e.g., ISO/TS 16949 and ISO 26262), TI is not responsible for any failure to meet such industry standard requirements.
9.3 Safety Requirements. Where TI specifically promotes Die Products as facilitating functional safety or as compliant with industry functional safety standards, such Die Products are intended to help enable customers to design and create their own applications that meet applicable functional safety standards and requirements. Using Die 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. TI may expressly designate certain Die Products as completing a particular qualification (e.g., Q100, Military Grade, or Enhanced Product). Buyer agrees that it has the necessary expertise to select the Die Product with the appropriate qualification designation for its applications and that proper Die 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 Products in life-critical medical equipment unless authorized officers of the parties have executed a special contract specifically governing such use. 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 TI and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with Section 9.
10. Intellectual Property Indemnification
10.1 Subject to Sections 8 and 9, TI 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 Die Products manufactured and supplied by TI to Buyer directly infringe any United States, Canadian, Japanese, or European Union member country patent (excluding utility models), copyright, or trade secret (“Covered Claim”), and TI will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by TI as settlement or compromise of a Covered Claim.
TI has no obligation to defend or indemnify Buyer unless Buyer:
(a) promptly informs TI of the Covered Claim and furnishes TI a copy of the claim, suit, or proceeding,
(b) gives all evidence in Buyer’s possession, custody, or control to TI, and
(c) gives TI reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. Buyer agrees to make available to TI the benefit of any defense available to Buyer to any Covered Claim 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 Covered Claim. Buyer will be entitled to participate in its defense at its own expense with counsel of its own choosing.
10.2 If TI is obligated to defend Buyer pursuant to Section 10, TI may, but has no obligation to:
(a) obtain a license that allows Buyer to continue the use of the Die Products,
(b) if Buyer is enjoined from using the Die Products, replace or modify the Die Products so as to be non-infringing, but in a manner that does not materially affect the functionality of the Die Products, or
(c) if neither (a) nor (b) is available to TI at a commercially reasonable expense, then TI may stop selling the Products to Buyer without being in breach of this contract.
If TI elects to provide either of the options set forth in clauses (a) and (b) above, TI’s obligation pursuant to Section 10.1 will be entirely fulfilled as to that Covered Claim, except for any damages, losses, 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 (c) above, TI’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims, and Buyer will return to TI any and all Products remaining in Buyer’s possession, custody, or control.
10.3 TI will have no liability or obligation under Sections 10.1 or 10.2:
(a) if Buyer has not purchased the Products subject to the Covered Claim within the thirty-six (36) months preceding the date Buyer informed TI of the Covered Claim,
(b) if Buyer has not fully and promptly paid in full for the Products subject to the Covered Claim,
(c) if the Covered Claim arose because Buyer or Buyer’s customer brought a claim, suit, or proceeding against a third party,
(d) 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, and
(e) to the extent that a Covered Claim is based upon:
i. Buyer’s use of the Products in combination with any other Product, device, software, or equipment,
ii. Buyer’s use of the Products in a process, including a manufacturing process,
iii. Buyer’s modifications to the Products,
iv. TI’s compliance with Buyer’s particular design, instructions, or specifications, or
v. 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 (v) above - are individually and collectively referred to herein as “Other Claims”).
10.4 Buyer will defend TI against any claim, suit, or proceeding brought against TI insofar as such claim, suit, or proceeding is based on Other Claims and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against TI for any Other Claims or agreed to by Buyer as settlement or compromise of any Other Claims. TI will be entitled to participate in its defense at its own expense with counsel of its own choosing.
10.5 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.
11. Limitations and Damages Disclaimer
11.1 General Limitations. IN NO EVENT WILL 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 PRODUCTS, REGARDLESS OF WHETHER TI 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 TI MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.
11.2 Specific Limitations. IN NO EVENT WILL TI’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 TI 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.
11.3 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.
12. 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 will not be a waiver of any such default or affect TI’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.
13. Governing Law and Venue
This contract is 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 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 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.
14. Export Control
14.1 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.
14.2 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 TI’s behalf or for TI’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.
14.3 Buyer further agrees to obtain any necessary export authorization prior to the exportation, re-exportation, or transfer of any Product acquired from TI 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 TI, TI may terminate, cancel, or otherwise be excused from performing any obligations it may have under these terms.
14.4 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 “600 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.
14.5 Requests by Buyer for TI to provide assistance or services in connection with the integration of Products into any military end-use item must be approved in advance by TI in writing for export control purposes and TI’s ability to provide any such assistance to Buyer is conditioned upon obtaining any U.S. government export authorization that may be required. TI is not obligated to provide such assistance or services.
14.6 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 authorization is required for the exportation of such Product.
14.7 If Buyer violates any of its obligations and commitments under Section 14, TI may terminate, cancel, or otherwise be excused from performing any obligations it may have under this contract. Buyer will fully indemnify TI and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with Section 14. Section 14 will survive termination of this contract.
15. 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 TI in writing of each applicable Government Procurement Regulation before Buyer submits an applicable purchase order for the Product. Unless otherwise agreed upon in writing and signed by TI, (i) no Government Procurement Regulations will apply, (ii) TI will not provide certified cost or pricing data, and (iii) Cost Accounting Standards, Defective Pricing, and Audit requirements will not apply.
16. Assignment and Third Party Beneficiaries
This contract is not assignable by Buyer without TI’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 TI. TI’s affiliates and subsidiaries may perform all or any part of TI’s obligations under this contract.
Buyer understands that the Wafer Maps and the regions between the individual die, known as the scribe streets, in Wafer Products contain confidential information. Buyer agrees to protect the confidentiality of the Wafer Maps and the Wafer Products and to prevent any disclosure to third parties.
Except as authorized in writing by TI, Buyer agrees not to resell or redistribute Wafer Products and/or Die, in packaged or unpackaged form, as stand-alone devices.
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 TI unless made in writing and signed by a duly authorized TI 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.
Notice to Customers Purchasing From Distributors
TI strongly encourages purchasing from a TI authorized source to receive the following benefits:
- Genuine TI devices with traceability
- Handling and storage according to TI quality standards
- Support with the most up-to-date technical information
Purchases from unauthorized sources carry the risk of receiving counterfeit or substandard devices 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 TI.
- 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.
- Die means individual integrated circuits formed on a semiconductor wafer.
- Die Products means Die that passed TI probe test.
- 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 TI for shipment of the Product from the applicable TI 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 TI 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 TI has received cleared funds from Buyer in TI’s bank account on or before the invoice due date.
- Product means Wafer Product and/or Die Product.
- 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 TI 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 TI as “Standard.” This designation includes catalog Products offered and/or sold to many customers.
- USML has the meaning defined in Section 14.4.
- Wafer Map means a document used to distinguish Die Products from Die that did not pass TI probe test for a particular Wafer Product.
- Wafer Products means a semiconductor wafer including a multitude of un-singulated Die Products and a multitude of un-singulated Die that did not pass TI probe test. For clarity, the term “Wafer Products” does not include Wafer Maps.