Please carefully read the following Terms for TI.com Transactions (the "Terms"), which are legally binding. Except as otherwise indicated, "TI" means the Texas Instruments entity identified in Your order.
These Terms apply to all orders You place through TI.com and all items supplied by TI to You through TI.com ("TI.com Items"). TI.com and all associated content, functionality and services are collectively referred to herein as "TI.com Services". Visiting TI.com and/or placing orders through TI.com are referred to as "TI.com Transactions".
Additional terms shall apply with respect to TI.com Items themselves, as set forth in the table below and as further described herein (collectively, the "Additional Terms").
|TI.com Item||Additional Terms|
|"Products" means a packaged integrated circuit product that TI has qualified and released to market. For clarity and without limitation, the term "Product" excludes: services, reference designs, marketing collateral, software, samples (or TI's sample program), wafer and/or die products, prototypes, experimental devices, and evaluation modules (EVMs).|
|"Evaluation Items" shall have the meaning set forth in the Standard Terms for Evaluation Items.||Standard Terms for Evaluation Items shall apply to "Evaluation Items" as defined therein. The Standard Terms for Evaluation Items also contain applicable regulatory notices; please review them carefully.|
|Software||Use of software obtained through TI.com is governed by the license terms that accompany or are included with such software. In the event that no separate license terms accompany or are included with such software, the following terms will apply: Evaluation, Development and Demonstration Software License Agreement.|
Except as expressly set forth below, in the event of any conflict between these Terms and any applicable Additional Terms, these Terms shall prevail and govern.
If You are placing an order on behalf of a business, You represent and warrant that You are authorized to accept these Terms on behalf of the business. You agree that You will hold harmless and indemnify TI and its subsidiaries, officers, agents, and employees from any claim, suit or action due to Your culpable behavior arising from or related to Your order, the use of TI.com, or any violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys' fees.
1. Offer and Acceptance: By submitting an order to TI through TI.com, You offer to buy and/or take delivery of TI.com Items in accordance with these Terms. Your 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 Your order or confirmation of an offer to sell a TI.com Item. TI's acceptance of Your offer is expressly made subject to these Terms. Acceptance takes place only when TI either (i) sends confirmation that the TI.com Item has shipped or (ii) sends an express confirmation of acceptance. Such acceptance shall only relate to those TI.com Items whose shipment have been confirmed or that TI has identified in an express confirmation of acceptance. Prior to acceptance, TI has the right to reject any order for any reason in its sole discretion. TI hereby objects to and rejects any different, conflicting or additional terms proposed by You that may appear on any communication or document such as a purchase order or other writing not expressly incorporated herein.
2. Prices, Fees, Availability and Invoicing: All prices quoted on TI's website are in U.S. Dollars ("USD") and payments must be made in USD, unless otherwise specified. Prices are for TI.com Items 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 TI.com Items, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). You are responsible for any Additional Fees.
By placing an order, You authorize each vendor as TI may select to ship TI.com Items to pay Additional Fees on Your behalf to governmental authorities where applicable. Additional Fees may be charged directly to You and are not included in the price of Your order.
TI cannot confirm the price or availability of a TI.com Item or Additional Fees until after You place Your order, but prior to TI's acceptance of Your offer as described in Section 1 of these Terms. Despite TI's efforts, a small number of TI.com Items may be mispriced and/or Additional Fees may be miscalculated. If (i) the correct price of a TI.com Item is higher than the price stated on TI.com at the time You place Your order or such TI.com Item is not immediately available for shipment or (ii) the correct Additional Fees are higher than the Additional Fees stated on TI.com at the time You place Your order, TI may, at its discretion, either contact You for instructions before shipping Your order or reject and cancel Your order and notify You of such rejection and cancellation. Product information, price, and availability of TI.com Items are subject to change at any time before acceptance of Your order, as described in Section 1 of these Terms, without prior notice.
Final pricing of TI.com Items, Additional Fees and delivery and shipping details will appear on the financial invoice for Your order (the "Financial Invoice"), which will be available immediately prior to shipment. You may access Your Financial Invoice by logging into Your MyTI account and viewing Your order history, or if You placed Your order as a guest, by requesting a copy of Your Financial Invoice from the TI Support Center. If You elected to pay for Your order using a line of credit, You may have to access Your Financial Invoice through Your line of credit issuer instead.
3. Delivery: TI may use authorized third parties to deliver shipments. Notwithstanding anything to the contrary contained in any Additional Terms and unless TI notifies You otherwise, shipments will be delivered to the named place of destination indicated in Your order in accordance with the shipping terms indicated in the shipping instructions of Your order. Any delivery dates provided are estimates; TI will not be liable for any damage, losses or expenses incurred by You if TI, despite reasonable efforts, fails to meet the estimated delivery dates.
4. Cancellations, Returns and Refunds. Notwithstanding anything to the contrary contained in any Additional Terms, TI may, at any time prior to accepting Your offer as described in Section 1 of these Terms, decline, reject, cancel, or limit Your order for any reason, including, without limitation: if a TI.com Item is not available; if TI determines a TI.com Item 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. Should this occur, You will be informed and any payments You have made with respect to such TI.com Items will be refunded to You. Except and to the extent expressly required by applicable law, or as otherwise provided in these Terms or applicable Additional Terms, TI does not offer any refunds, returns, or exchanges. Any refunds made will be made in full within thirty (30) working days from the day TI receives return of the TI.com Items. No refunds will be made for any postage, packaging costs, or Additional Fees except as otherwise required by applicable law.
5. Payment Terms. Notwithstanding anything to the contrary contained in the Additional Terms, and unless otherwise agreed by You and TI in writing, all applicable payments must be made in full prior to the time of shipment of TI.com Items. TI may preauthorize the approximate full order amount with Your credit or debit issuer at the time You place Your order which may impact Your available credit line. By confirming Your order at the end of the checkout process, You agree to accept and pay for the TI.com Items as well as all Additional Fees. Generally, You will not be charged for Your order until the order is shipped; however, You may be charged at the time Your order is placed depending on the payment method You select.
You represent and warrant that You have the right to use any credit card or other payment methods that You provide and that all billing information You provide to TI is truthful and accurate. TI may require additional information or verifications prior to accepting any order.
6. Taxes. 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 that has been validated by TI prior to purchase. 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.
7. Contingencies: TI will not be in breach of these Terms or any Additional Terms, 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 TI.com Items, TI may, at its sole discretion, allocate production and delivery of TI.com Items.
8. Warranties and Related Remedies: Warranties and related remedies are solely as follows:
|Warranties and Related Remedies for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 8 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|Warranties and Related Remedies for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 8 of the applicable Standard Terms for Evaluation Items.|
EXCEPT AS EXPRESSLY SET FORTH IN THE ADDITIONAL TERMS REFERENCED ABOVE, TI.COM ITEMS AND TI.COM SERVICES ARE PROVIDED STRICTLY "AS IS" AND "WITH ALL FAULTS" AND TI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Applications and Compliance: You are solely responsible for the design, validation, and testing of Your applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning Your applications. Industry best practices generally require that You conduct qualification tests on actual applications taking into account possible environmental and other conditions that Your application may encounter. You represents that, with respect to Your applications, You have all the necessary expertise to create and implement safeguards that (i) anticipate dangerous consequences of failures, (ii) monitor failures and their consequences, and (iii) lessen the likelihood of failures that might cause harm, and to take appropriate remedial actions. You further acknowledge and agree to the "Applications and Compliance" provisions, restrictions and obligations regarding Your use of TI.com Items as set forth in the following applicable Additional Terms:
|Buyer's Applications and Compliance for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 9 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|Buyer's Applications and Compliance for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 9 of the applicable Standard Terms for Evaluation Items.|
|Intellectual Property Indemnification for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 10 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
TI PROVIDES NO INTELLECTUAL PROPERTY INDEMNITY FOR "EVALUATION ITEMS". TI PROVIDES NO SEPARATE OR ADDITIONAL INTELLECTUAL PROPERTY INDEMNITY UNDER THESE TERMS.
11. Limitations and Damages Disclaimer: Limitations and damages disclaimer are exclusively governed by the applicable Additional Terms as follows:
|Limitations and Damages Disclaimer for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 11 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|Limitations and Damages Disclaimer for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 11 of the applicable Standard Terms for Evaluation Items.|
EXCEPT AS PROVIDED IN THE ABOVE REFERENCED ADDITIONAL TERMS, TI MAKES NO WARRANTIES OR REPRESENTATIONS WITH REGARD TO TI.COM ITEMS OR THE TI.COM SERVICES AND IN NO EVENT WILL TI BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THESE TERMS AND THE ADDITIONAL TERMS THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THESE TERMS FOR TI.COM TRANSACTIONS AND ADDITIONAL TERMS WOULD BE SUBSTANTIALLY DIFFERENT.
12. Non-waiver of Default: In the event of any default by You, TI may decline to make further shipments or accept further orders. If TI elects to continue to make shipments or accept orders, TI's action will not constitute 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: These Terms and the applicable Additional Terms shall be governed by and interpreted in accordance with the Additional Terms set forth below and You agree to the jurisdiction set forth therein:
|Governing Law and Venue for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 13 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|Governing Law and Venue for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 13 of the applicable Standard Terms for Evaluation Items.|
14. Export Control: You acknowledge and agree that exports, re-exports, and transfers of TI.com Items and direct products thereof are subject to U.S. export controls and sanctions as further described in the following applicable Additional Terms:
|Export Control for TI.com Items for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 14 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|Export Control for TI.com Items for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 14 of the applicable Standard Terms for Evaluation Items.|
15. U.S. Government Contracts: If You intend to use TI.com Items in the performance of a U.S. Government contract or subcontract where government procurement rules or regulations will apply, You acknowledge and agree You will do so in accordance with the provisions set forth in the applicable Additional Terms as follows:
|U.S. Government Contracts for TI.com Items for TI.com Items which are "Products" as described above in the "Important Notice" section - See Section 15 of the applicable Terms of Sale for Semiconductor Products for the TI entity identified in Your order.|
|U.S. Government Contracts for TI.com Items for TI.com Items which are "Evaluation Items" as described above in the "Important Notice" section - See Section 15 of the applicable Standard Terms for Evaluation Items.|