Standard ts and cs

TriCor Technologies Terms and Conditions of Sale
These TriCor Technologies Terms and Conditions of Sale ("Agreement") apply to all quotations
made by and purchase orders entered into by TriCor Technologies for the sale of standard and
custom goods and services (collectively, "Product" or "Products") to Customer. Additional Terms
and Conditions apply for the sale of custom goods or services, products containing Customer
components or products made to Customer's specification ("Custom Products").
1. ACCEPTANCE OF TERMS OF SUPPLY: THESE TERMS AND CONDITIONS SHALL CONTROL ALL
SALES OF PRODUCTS HEREUNDER. TRICOR TECHNOLOGIES WILL NOT BE BOUND BY ANY TERMS OF CUSTOMER'S PURCHASE ORDER THAT ARE INCONSISTENT WITH THE TERMS HEREIN. ALL PURCHASE ORDERS ISSUED TO TRICOR TECHNOLOGIES BY CUSTOMER SHALL BE SUBJECT TO AND GOVERNED ONLY BY THESE TERMS AND CONDITIONS NOTWITHSTANDING ANY PREPRINTED OR OTHER TERMS AND CONDITIONS ON CUSTOMER'S PURCHASE ORDER, AND ANY CONTRADICTORY TERMS AND CONDITIONS ON CUSTOMER'S PURCHASE ORDER ARE DEEMED TO BE MATERIAL ALTERATIONS HERETO, FOR WHICH NOTICE OF OBJECTION IS HEREBY GIVEN BY TRICOR TECHNOLOGIES. CUSTOMER MUST ACKNOWLEDGE ACCEPTANCE OF QUOTE IN WRITING BEFORE QUOTE EXPIRATION AND PRIOR TO OR CONCURRENTLY WITH ANY PURCHASE ORDER PLACEMENT. CUSTOMER'S ACCEPTANCE OF THE QUOTE OR PLACEMENT OF A PURCHASE ORDER CONSTITUTES CUSTOMER'S ACCEPTANCE OF THESE TERMS AND CONDITIONS, ADDITIONAL TERMS AND CONDITIONS FOR CUSTOM PRODUCTS, AND OF TRICOR TECHNOLOGIES' RETURNED MERCHANDISE AUTHORIZATION (RMA) POLICY, ALL OF WHICH ARE No order shall be binding upon TriCor Technologies until accepted by TriCor Technologies in writing, and TriCor Technologies shall have no liability to Customer with respect to purchase orders that are not accepted. IF CUSTOMER DOES NOT REPLY TO AN EMAIL CONFIRMATION OF THE ORDER PLACED WITHIN FORTY-EIGHT (48) HOURS OF RECEIVING THE EMAIL, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED THE ORDER AS SET FORTH IN THE EMAIL. TriCor Technologies will use reasonable efforts to deliver Products at the times specified in TriCor Technologies' acceptance of Customer's purchase order, understanding, however, that all delivery dates are estimates only and deliveries may be partial. All Products delivered hereunder will be packed for shipment in TriCor Technologies’ standard containers, marked for shipment to Customer's address specified in Customer's purchase order, and shipped FCA, TriCor Technologies’ facility, at which time risk of loss and title pass to Customer. All freight, insurance and other shipping expenses from the TriCor Technologies facility will be borne by Customer. Customer shall accept or reject Products within thirty (30) days after the receipt for failure to substantially conform to TriCor Technologies’ specifications. No Product or material may be returned by Customer without TriCor Technologies’ prior written approval. TriCor Technologies may refuse any Product or material returned without prior written authorization RMA. If Customer fails to notify TriCor Technologies in writing of its rejection and reasons in accordance with these terms, Customer will be conclusively deemed to have irrevocably accepted the Products. 2. PAYMENT TERMS: Prices for Products shall be TriCor Technologies’ quoted prices for the quantities
specified in such quote or request for purchase order ("Purchase Price"); however, a quotation or estimate does not constitute a firm offer by TriCor Technologies and may be altered or withdrawn without notice. TriCor Technologies has the right to revise Purchase Price upon written notice to Customer. Price revisions will apply to all purchase orders received after the effective date of the price revision. Where TriCor Technologies has extended credit to Customer, payment terms shall be net thirty (30) days from the date of TriCor Technologies’ invoice. Customer will make payments in United States dollars by check, wire transfer, letter of credit, or other acceptable payment method as agreed to by TriCor Technologies. Any invoice amount not paid when due shall be subject to a service charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Orders from Customer with invoices that are sixty (60) days overdue (i.e., not paid within sixty (60) days of invoice date) will be accepted only on a C.O.D. or cash-with-order basis until credit is reestablished to TriCor Technologies’ satisfaction. TriCor Technologies may transmit invoices by facsimile, e-mail or other electronic In addition to the Purchase Price, Customer will be responsible for payment of all taxes (including without limitations, withholding, excise, sales, value-added, and use taxes) and customs duties paid or payable, however designated, levied, or based, or in lieu thereof, Customer shall provide TriCor Technologies with a TRICOR TECHNOLOGIES DOES NOT PROVIDE STOCK ROTATION PRIVILEGES, OR ANY FORM OF 3. SUBSTITUTIONS AND MODIFICATIONS: TriCor Technologies will have the right to make substitutions
and modifications in the specifications of Products sold by TriCor Technologies provided that such substitutions and modifications will not materially affect overall product performance. Deviations from specifications that do not materially affect performance of the Product covered hereby shall not be deemed to constitute defects of material or workmanship or failure to comply with Product specifications. 4. CANCELLATION AND RESCHEDULING: Unless otherwise provided in writing by TriCor Technologies,
Customer may not cancel or reduce orders, nor can Customer reschedule orders for Products less than thirty (30) days before planned shipment date without incurring TriCor Technologies’ reschedule charges including costs for work in progress and other expenses. 5. LIMITED WARRANTY: TriCor Technologies designs, manufactures, tests, and qualifies its products in
strict compliance to its published specifications and the specifications produced by industry standards bodies such as JEDEC, The CompactFlash Association, SD Association, etc. where applicable. Nevertheless, TriCor Technologies relies on its Customers’ qualification and signoff of its products to ensure all system interaction is without issue. Upon Customer’s agreement and signoff of its own qualification, any subsequent issues that arise while the TriCor Technologies’ product is still in full compliance to the specifications, Customer agrees that all issues remain solely the responsibility of the Customer. Customer may request TriCor Technologies’ assistance in resolving the issues, but Customer agrees that all costs will TriCor Technologies warrants that the quoted Product(s) will function in all material aspects in substantial compliance with TriCor Technologies’ specification for the quoted Product at the time of delivery, under normal use and service. TriCor Technologies further warrants that the quoted Product(s) will be shipped free from material, repeatable operational defects and free from material defects in materials and workmanship for the life of DRAM-based Products and for one (1) year for Flash-based Products. Warranties are contingent on Customer notifying TriCor Technologies, in writing, within thirty (30) days after the discovery of the defect. These expressed warranties do not cover damage or defects to the extent resulting from: (i) accident, disaster, neglect, abuse, misuse or transportation; insufficient or excessive electrical supply, abnormal mechanical or environmental conditions, or any unauthorized disassembly (ii) alterations or modifications made by Customer and/or its contractors, or contract manufacturers, including, but not limited to, removal or disfiguration of any TriCor product labels (iii) incorporation of the quoted Product(s) with or into Customer's product if the damage or defect would not have occurred but for such incorporation; or (iv) Customer's or its contractors, or contract manufacturer's failure to provide a suitable environment for incorporating the quoted Product(s) into Customer's product. Notwithstanding the foregoing, said warranties shall not apply (i) to extend original device manufacturer warranties on components, if any, (ii) to obsolete, end of life, or discontinued products, or (iii) to resale products. 5.1. The foregoing limited warranties extend to Customer only and may be invoked only by Customer. TriCor
Technologies will not accept returns of Product or warranty claims from Customer's customers. 5.2. Customer and TriCor Technologies agree to the following process for warranty claims:
5.2.1. Customer must notify TriCor Technologies, in writing, within thirty (30) days after the 5.2.2. Customer must request an authorized RMA number, freight prepaid by Customer, within forty-five (45) days of discovering the defect. 5.2.3. Customer must return the defective Product within ten days of receiving the authorized RMA number, shipped FCA, TriCor Technologies’ dock, as directed by TriCor Technologies (INCOTERMS 2000). Shipping cost to TriCor will be borne by the Customer. 5.2.4. TriCor Technologies will examine the Product, and upon determination that product is defective, TriCor Technologies shall have the option of refunding the Purchase Price as quoted, repairing the non-compliant quoted Product(s), or replacing the non-compliant quoted Product(s). The cost for the repair or the replacement will be the responsibility of TriCor Technologies. TriCor Technologies testing and verification expenses shall be borne by Customer if Products returned for defective purposes are found to be working properly. Customer returns of Product for non-technical purposes are subject to a reasonable restocking fee. THE EXPRESSED WARRANTIES LISTED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES INCLUDING ANY EXPRESSED ORAL REPRESENTATIONS REGARDING THE QUOTED PRODUCT(S), ANY EXPRESSED WRITTEN WARRANTY NOT CONTAINED HEREIN, AND ANY IMPLIED WARRANTY INCLUDING WARRANTIES AS TO CONDITION, DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY, AND TRICOR TECHNOLOGIES DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 6. LIMITATION OF LIABILITY IN NO EVENT SHALL TRICOR TECHNOLOGIES BE LIABLE TO THE
CUSTOMER FOR ANY CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BROUGHT BY THE CUSTOMER AGAINST TRICOR TECHNOLOGIES, OR BROUGHT BY A THIRD PARTY AGAINST CUSTOMER, ARISING OUT OF THE PURCHASE, SUBSEQUENT USE, OR RESALE OF THE QUOTED PRODUCT(S) FOR DAMAGES, ATTORNEY FEES, OR COURT COSTS THAT EXCEED THE PURCHASE PRICE OF THE QUOTED PRODUCT(S). IN NO EVENT SHALL TRICOR TECHNOLOGIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM THE PURCHASE, SUBSEQUENT USE, OR RESALE OF THE QUOTED PRODUCT (S), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TRICOR TECHNOLOGIES BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT OR WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED 7. LIMITED USE Products are not intended or authorized for use in products surgically implanted into the
body, for life support products or for other products for which a product failure could cause personal injury or death (including medical devices and personal or automotive safety or security devices). If Customer or Customer's customers use or permit the use of Products for these types of unintended or unauthorized uses, Customer agrees to fully indemnify TriCor Technologies, its affiliates, officers, directors, employees, distributors and other agents from any and all liability that may result from or arise in connection with these 8. APPLICABLE LAW AND CHOICE OF FORUM: This Agreement will be governed by and interpreted in
accordance with the laws of the State of Texas, without giving effect to its provisions regarding conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety. The Federal and State courts of Williamson County, Texas will have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and Customer hereby consents to the jurisdiction of such courts. 9. PERFORMANCE: TriCor Technologies shall not be liable for any delay in performance of any order
accepted by it when such delay is directly or indirectly caused by or results from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery of material by TriCor Technologies’ suppliers, or other difficulties that are beyond TriCor Technologies’ reasonable control. Quantities are subject to availability. In the event of production difficulties or shortages, TriCor Technologies may allocate production in its reasonable discretion. Clerical errors in sales made under this Agreement are subject to correction. 10. OWNERSHIP: TriCor Technologies retains all proprietary rights in and to all designs, engineering
details, and other technology and information pertaining to the Products. The Products are offered for sale and are sold by TriCor Technologies subject in every case to the condition that such sale does not convey and license, expressly or by implications, to manufacture, duplicate, or otherwise copy the Products. 11. ATTORNEY'S FEES: Reasonable attorneys' fees and costs will be awarded to the prevailing party in the
event of litigation involving the enforcement or interpretation of this Agreement, or in the collection of 12. NOTICE: Any notice required or permitted to be given will be in writing and will be prepaid, and may be
personally served, sent by an overnight delivery service, or by first-class mail. Any such notice will be deemed to have been given: (i) if personally given, or sent by a delivery service, when received, (ii) if mailed, three (3) business days after deposit in the United States mail with a correct address. 13. EXPORT: Customer will not export any Product or information relating thereto except in compliance with
all applicable U.S. laws and regulations controlling the export of technical data. 14. FEDERAL ACQUISITION REGULATIONS: Unless otherwise agreed in writing by TriCor Technologies,
no Federal Acquisition Regulations or other government procurement rules or regulations will apply, and Customer expressly represents and warrants that no Product is being purchased in performance of any U.S. or other government contract that would, or under which Customer is obligated to, subject TriCor Technologies to any of these rules or regulations. 15. ENTIRE AGREEMENT: These Terms and Conditions constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all previous communications, written or oral, with respect to the subject matter, and no representations or statements of any kind made by any representative of TriCor Technologies that are not stated herein will be binding on TriCor Technologies. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement any of these terms. No failure or delay on the part of either party in the exercise of any power, right or privilege hereunder will operate as a waiver, nor will any single or partial exercise of any power, right or privilege preclude any other or further exercise thereof, or any other right, power or privilege. If the parties have entered into a written agreement signed by the parties setting forth the terms and conditions for the sale of Product to Customer by TriCor Technologies, then the terms of such agreement shall control and neither these TriCor Technologies Terms and Conditions nor any terms contained in a purchase order or other document provided by Customer shall have any effect. Customer may not assign this Agreement, or any interest or right herein, without TriCor Technologies’ prior written consent. ADDITIONAL TERMS AND CONDITIONS OF SALE
Additional Terms and Conditions of Sale ("Agreement") relating to custom products or services, products containing Customer components or made to Customer specifications ("Custom Products"): 1. PURCHASE OF INTEGRATED CIRCUITS: If TriCor Technologies purchases from Customer integrated
circuits or other components ("Customer Components") used in the Custom Product ordered under this Agreement, then the Customer agrees to the following terms for the purchase of these Customer 1.1. Customer Components will be shipped FCA, TriCor Technologies’ dock, or as otherwise directed by TriCor Technologies (INCOTERMS 2000). 1.2. Payment will be due net sixty (60) days from the later of TriCor Technologies’ acceptance of Customer Components or TriCor Technologies’ receipt of invoice. 1.3. Customer agrees to provide Customer Components on the delivery schedule, quantity, and price mutually agreed to and indicated on TriCor Technologies’ purchase order to Customer. 1.4. Should Customer, for any reason, cancel its order for TriCor Technologies’ Custom Product included in this Agreement, Customer agrees to cancel at no charge the corresponding Customer 2. DELIVERY OF INTEGRATED CIRCUITS BY CUSTOMER: If Customer provides some or all of the
Customer Components used in the Custom Product, Customer agrees to the following terms for the delivery: 2.1. Components will be shipped FCA, TriCor Technologies’ dock, or as otherwise directed by 2.2. Customer is responsible for providing functional Components acceptable for integration into the Custom Product. Unless otherwise agreed to by Customer and TriCor Technologies, TriCor Technologies will not perform incoming inspection of the Components for functionality or condition. 2.3. Unless otherwise agreed to by Customer and TriCor Technologies, any defective or unacceptable Components shipped to TriCor Technologies will be returned to Customer by TriCor 3. SUBSTITUTION AND MODIFICATIONS: TriCor Technologies reserves the right to make process and
design changes in the Custom Product that do not adversely affect form, fit, or function without prior approval of or notification to Customer. In the event Customer requests changes in process or design of the Custom Product, such request shall be in writing and received at least one-hundred and twenty (120) days in advance of the first requested delivery date for the changed Custom Product, and TriCor Technologies shall accept such request only if Customer agrees to accept such changes in delivery and price which are, in TriCor Technologies’ judgment, reasonably necessitated thereby and only to the extent that such request is reasonable. Should Customer request changes that are, in TriCor Technologies’ judgment, beyond the ability of TriCor Technologies to produce or deliver within the schedule or for the price proposed by Customer, TriCor Technologies shall have the right to reject or cancel Customer's request for such change(s) or order and, if Custom Production on the order has commenced, expenses have been incurred, or commitments to any party have been made as a consequence thereof, Customer shall pay reasonable cancellation charges in accordance with the terms of this Agreement. 4. CANCELLATION AND RESCHEDULING: TriCor Technologies may, at its option, cancel or reschedule
Customer's order if TriCor Technologies has not received the Components from Customer within fifteen (15) business days of acknowledging Customer's purchase order. With respect to Custom Products containing Customer Components, Customer may reschedule an order one time at no charge within ten (10) days of the scheduled delivery date, at which time the order shall become non-cancelable and cannot be rescheduled. TriCor Technologies may agree to accommodate Customer's request to accelerate an order if TriCor Technologies has adequate time and if Customer agrees to pay all additional costs relating to the accelerated order. Customer may cancel any order with the payment of cancellation charges plus any costs incurred by TriCor Technologies that TriCor Technologies cannot mitigate. 5. LIMITED WARRANTY FOR CUSTOM PRODUCT: TriCor Technologies warrants that all other Custom
Products and Services, which include Customer Components, will function in all material aspects in substantial compliance with TriCor Technologies’ specification for the quoted Custom Product at the time of delivery, under normal use and service. TriCor Technologies further warrants that the quoted Custom Product(s) will be shipped free from material, repeatable operational defects and free from material defects in materials and workmanship for (1) year; provided however, that Customer notifies TriCor Technologies, in writing, within thirty (30) days after the discovery of the defect. This warranty does not include defects as the result of, but not limited to, errors in Customer's design, test data, diagnostics, application specifications, physical damage or other damage due to surface mount or removal of the Custom Product from the board or the system, or lack of design margin, or any other damage or defects to the extent resulting from: (i) accident, disaster, neglect, abuse, misuse or transportation; (ii) alterations or modifications made by Customer, (iii) incorporation of the quoted Custom Product(s) with or into Customer's Custom Product if the damage or defect would not have occurred but for such incorporation. TriCor Technologies does not in any way warrant the Customer Components. Notwithstanding the foregoing, said warranties shall not apply (i) to extend original device manufacturer warranties on components, if any, or (ii) to obsolete or discontinued THE EXPRESSED WARRANTIES LISTED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES INCLUDING ANY EXPRESSED ORAL REPRESENTATIONS REGARDING THE QUOTED CUSTOM PRODUCT(S), ANY EXPRESSED WRITTEN WARRANTY NOT CONTAINED HEREIN, AND ANY IMPLIED WARRANTY INCLUDING WARRANTIES AS TO CONDITION, DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY, AND TRICOR TECHNOLOGIES DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. The foregoing limited warranties extend to Customer only and may be invoked only by Customer. TriCor Technologies will not accept returns of Custom Product or warranty claims from Customer's customers. Custom Products may not be returned for non-technical purposes. Customer and TriCor Technologies agree to the process for warranty claims as provided in Section 5.2 of the TriCor Technologies Terms and Conditions of Sale. 6. CUSTOM PRODUCT YIELD AND REWORK: If the quotation requires Customer to provide all or some of
the Customer Components used in the Custom Product, Customer agrees to the yield set forth on the Pricing Schedule provided by TriCor Technologies. Unless otherwise agreed to by Customer and TriCor Technologies, TriCor Technologies will perform necessary rework to the Customer Components and the Custom Product in manufacturing the Custom Product to reach the quoted yield. 7. FORWARD FORECAST AND PURCHASE ORDERS: Each month Customer will provide TriCor
Technologies with a requirements forecast for the next six (6) months. TriCor Technologies will provide Customer with a module delivery schedule to meet this requirement. Each month Customer agrees to use its reasonable efforts to issue to TriCor Technologies purchase orders to cover the next ninety (90) days requirement, which will be subject to the terms above. 8. TOOLING: Any tooling acquired or otherwise made for this Agreement shall be and remain the property
of TriCor Technologies or its suppliers and will remain in the possession and control of TriCor Technologies or its supplier. If Customer does not reorder this Custom Product within a reasonable time, TriCor Technologies may dispose of this tooling at its sole discretion without liability to Customer. 9. ENTIRE AGREEMENT: These Additional Terms and Conditions are supplementary and in addition to the
TriCor Technologies Terms and Conditions of Sale. To the extent there exist any inconsistencies or discrepancies between the terms in these Additional Terms and Conditions of Sale and TriCor Technologies Terms and Conditions of Sale, the terms and conditions herein shall apply. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement any of these terms. No failure or delay on the part of either party in the exercise of any power, right or privilege hereunder will operate as a waiver, nor will any single or partial exercise of any power, right or privilege preclude any other or further exercise thereof, or any other right, power or privilege. If the parties have entered into a written agreement signed by the parties setting forth the terms and conditions for the sale of Custom Product to Customer by TriCor Technologies, then the terms of such agreement shall control and neither TriCor Technologies Terms and Conditions, these Additional Terms and Conditions of Sale, nor any terms contained in a purchase order or other document provided by Customer shall have any effect. Customer may not assign this Agreement, or any interest or right herein, without TriCor Technologies’ prior written consent.

Source: http://tricortechnologies.com/pdf/Standard_Ts_and_Cs.pdf