CUSTOMER´S TERMS AND CONDITIONS
Products and services furnished by Seller are sold only on the terms and conditions stated herein, notwithstanding any different or additional terms or conditions stated on Customer´s purchase order or other documents, which are expressly rejected hereby by Seller. Seller´s performance of any contract is expressly made conditional on Customer´s agreement to the terms and conditions stated herein unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be deemed to be for Customer´s convenience only and shall not be deemed or construed to be acceptance of Customer´s terms and conditions or any of them. Further, customer´s acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein. The sale of products delivered by Seller in North America, Asia and Europe shall be governed by the laws of the State of Delaware (U.S.A.), Singapore and England, respectively, notwithstanding any conflict of laws principles. The United Nations Conventions on Contracts for the International Sale of Goods shall not apply.
All prices are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face hereof. In the case of a conflict between the terms and conditions stated herein and those appearing on the face hereof, the latter shall control. Seller´s prices are subject to change without notice. Unless otherwise stated in writing by Seller, all prices shall be exclusive of transportation, insurance, taxes (including, without limitation, any sales, use, value added, excise or similar tax, and any tax levied on or assessed to Seller after product delivery by reason of Seller´s retention of title as provided herein) license fees, customs fees, duties, premiums, fees and other charges. Any such taxes, fees and charges will at Seller´s option be added to the price, paid directly by the Customer or reimbursed by customer if paid by Seller. Prices are for products only and do not include equipment, tools, dies, technical data, proprietary rights of any kind, patent rights, qualification tests, environmental tests or other tests (except Seller´s standard tests) or packaging (other than Seller´s standard packaging), unless expressly agreed to in writing by Seller. Prices are for a specified print and revision, or if not so stated, the applicable Seller´s part number and current revision shall govern. Any changes in specified customer print shall require requotation for price and delivery.
TERMS OF PAYMENT
Unless credit is specifically granted in writing by Seller, payment in full is due upon delivery. All payments for products released and shipped on approved credit accounts shall be due in full and in legal tender of the United States (unless otherwise indicated by Seller on the invoice) thirty (30) days from the date of invoice. Payment of each of Seller´s invoices, whether or not such invoice covers Customer´s entire order shall be made in accordance with the terms of the invoice. If Customer fails to perform the terms of payment of any invoice or if the financial condition of Customer shall become impaired or unsatisfactory to Seller, or if necessitated by any act, or requirement of any governmental authority, Seller in its sole discretion, reserves the right to change the terms of payment, require payment in advance or security or a guaranty satisfactory to Seller and/or defer or discontinue further shipments without prejudice to any other lawful remedy available to Seller. Seller also reserves the right in the case of any of the foregoing events to cancel all of Customer´s orders, in which event Customer shall fully compensate Seller for any commitments, obligations, expenditures, expenses and costs that Seller may have incurred in connection with the orders (e.g., conversion charges, restocking charges). Unless otherwise specified on the face hereof, Seller shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale and payment shall become due therefore, in accordance with the terms of payment of the related invoice. A delinquency charge of 1-1/2% interest per month overdue will be charged on past due accounts but in no event will the delinquency charge be greater than the maximum rate permitted by law. Customer shall pay all fees and expenses (including attorneys´ fees) incurred by Seller in the enforcement of Seller´s rights hereunder. Title for financial security purposes shall remain with Seller until Customer has made payment in full in accordance with the terms hereof. Customer shall defend, indemnify and hold Seller harmless from any and all liability, claims, losses, damages, costs and expenses (including reasonable attorney´s fees and costs) arising from Customer´s breach of these terms and conditions of sale.
Delivery and shipment dates are estimates only, and Seller does not guarantee delivery or shipment on or by such dates. Seller will make reasonable efforts to observe its dates indicated for delivery or other performance. However, Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes, beyond its control, including, without limitation, strike, lockout, embargo, riot, war, act of terrorism, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Customer caused delays, inability to obtain labor, materials or exporting facilities, or compliance with any law, regulation or order. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay its execution. When such circumstances or causes have been remedied, Seller will make and Customer shall accept performance hereunder. Seller reserves the right, in its sole discretion, to determine exporting location, allocate inventories and current productions and substitute suitable materials, when, in its opinion, such allocation or substitution is necessary or legally required due to such circumstances or causes. As used herein, “performance´ shall include, without limitation, fabrication, assembly, shipment, delivery, testing and warranty repair or replacement as applicable.
Seller reserves the right and Customer agrees that the Seller has the right to ship orders complete with yield quantities and/or first level packaging limitations plus or minus five percent (5%). Justified reject parts within yield quality limits shall be credited to Customer´s account and shall not be replaced unless reordered. Each product furnished by Seller shall be deemed accepted by Customer unless written notice of defect or nonconformity is received by Seller within ten (10) days of delivery thereof. Notwithstanding the foregoing, use of any such product by Customer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by Customer. All products accepted shall be paid for regardless of any claim relating to other deliveries or undelivered products.
CANCELLATION, SUSPENSION OR MODIFICATIONS BY CUSTOMER
Customer´s order as indicated on the face hereof can be cancelled, suspended or modified only with Seller´s prior written consent.