Term of Sale
TERMS OF SALE
For Semiconductor Products
- Offer and
Buyer may offer to buy Products under these terms by submitting an order
to Lansdale. Lansdale may accept or reject any order at Lansdale's
sole discretion. The terms in this contract are the sole terms governing Lansdale's
sale of Products to Buyer. Lansdale's acceptance of Buyer's
offer is expressly limited to these terms. Lansdale hereby objects to and
rejects any additional or different terms proposed by Buyer, including
those contained in Buyer's purchase order, unless Lansdale
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
- Prices. Lansdale
communicates pricing to customers in various ways (e.g., quotes) and
confirms transaction prices with its order acknowledgements. Quotation
prices are valid for 30 days. After 30 days Lansdale's price may
change due to adjustments in specifications, quantities, shipment
arrangements, requested delivery dates, or other changes to conditions.
Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in
- Delivery. Unless
Lansdale notifies Buyer otherwise, shipments will be delivered EXW Phoenix
AZ USA (Incoterms 2010). Risk of loss or damage will pass to Buyer upon shipment
from the Lansdale 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 shipment from the Lansdale
designated shipping point. If Lansdale incurs freight or insurance costs
on Buyer's behalf, Buyer must promptly reimburse Lansdale 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.
Lansdale may deliver Products in installments.
Lansdale will communicate to Buyer at the time of quotation an Estimated
Ship Date. Lansdale will not be liable for any damage, loss, or expense
incurred by Buyer if Lansdale fails to meet the Estimated Ship Date.
- Cancellations and Rescheduling. All
cancellations and or rescheduling of orders require Lansdale Sales and
Operations approval. Charges may apply. Contact the Lansdale Sales
Payment for open accounts is due thirty (30) Days after Lansdale's
invoice date. Lansdale may change or withdraw credit amounts or payment
terms at any time for any reason. If Buyer fails to make Payment when due,
Lansdale may suspend or cancel performance under any agreements, including
delay or cancellation of shipment on any open orders. Lansdale will not be
liable for, and Buyer will hold Lansdale 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. Lansdale may charge Buyer 1.5% per month
on overdue accounts (18% per year) to the extent permitted by law.
- Taxes. Prices do
not include applicable taxes or duties. Buyer is solely responsible for
paying all applicable taxes and duties. Lansdale will add sales taxes to
the sales price where required by applicable law and Buyer will pay such
taxes unless Buyer provides Lansdale with a duly executed sales tax
exemption certificate. If Buyer is required by law to withhold any amount
of tax from its Payment to Lansdale, Buyer will take all reasonable steps
to minimize such withholding tax, provide Lansdale with a receipt or
certificate as evidence the tax has been paid, and reimburse Lansdale for
the amount of withholding so that Lansdale receives Payment for the full
value of the invoice.
Unless Lansdale 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 Lansdale's point of shipment. Unless Lansdale 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 Lansdale's
point of shipment.
- Contingencies. Lansdale
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 Lansdale'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, Lansdale may, at its sole discretion, allocate Product
production and deliveries.
and Related Remedies.
Subject to Section 9 and Sections 8.2 through 8.5 below, Lansdale warrants
to Buyer that each Product conforms to Lansdale's published
Specifications for such Product. This warranty lasts for twelve (12)
months after the date Lansdale or a Lansdale-authorized distributor
delivers the Product. Notwithstanding the foregoing, Lansdale will not be
liable for a nonconforming Product if:
(a) the nonconformity was caused by neglect, misuse, or mistreatment by an
entity other than Lansdale, including improper installation or testing, or
for any Products that were altered or modified in any way by an entity
other than Lansdale;
(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 Lansdale
deems necessary. Lansdale does not necessarily test all parameters of each
Buyer's claims against Lansdale under this Section 8 are void if
Buyer fails to notify Lansdale 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 Lansdale's sole liability will be at its option to repair or
replace Products that fail to conform to the warranty set forth above, or
credit Buyer's account for such Products. Lansdale's
liability under this warranty will be limited to Products that are
returned during the warranty period to Lansdale and that are determined by
Lansdale not to conform to such warranty. If Lansdale elects to repair or
replace such Products, Lansdale will have a reasonable time to complete
such actions. Repaired Products will be warranted for the remainder of the
original warranty period. Replaced 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." LANSDALE
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.
8.4 Lansdale 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 Lansdale's warranties as set forth above
and no additional obligations or liabilities arise from Lansdale providing
such services or items. LANSDALE PROVIDES ALL SERVICES AND ITEMS TO BUYER
(OTHER THAN "PRODUCTS" DEFINED IN THIS CONTRACT) "AS
IS" AND "WITH ALL FAULTS." LANSDALE 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.
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 Lansdale has explicitly designated
an individual Product as meeting the requirements of a particular industry
standard (e.g., ISO/TS/MIL-PRF/MIL-STD), Lansdale is not responsible for
any failure to meet such industry standard requirements.
9.3 Safety Requirements. Where Lansdale specifically promotes
Products as facilitating functional safety or as compliant with industry
functional safety standards, such Products are intended to help enable
customers to design and create their own applications that meet applicable
functional safety standards and requirements. Using 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. Lansdale may expressly
designate certain Products as completing a particular qualification (e.g. Military
Grade, Industrial Grade). Buyer agrees that it has the necessary expertise
to select the Product with the appropriate qualification designation for
its applications and that proper 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 Lansdale Products
in life-critical medical equipment. 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 Lansdale
and its representatives against any damages, costs, losses, and/or
liabilities arising out of Buyer's non-compliance with Section 9.
and Damages Disclaimer.
10.1 General Limitations. IN NO EVENT WILL LANSDALE 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 LANSDALE 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 LANSDALE MORE THAN TWELVE (12)
MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.
10.2 Specific Limitations. IN NO EVENT WILL LANSDALE'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 LANSDALE
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.
10.3 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
In the event of any default by Buyer, Lansdale may decline to make further
shipments. If Lansdale elects to continue to make shipments, Lansdale's
action will not be a waiver of any such default or affect Lansdale's
legal remedies for any such default. Each shipment made under any order
will be treated as a separate sale and transaction.
Law and Venue.
This contract is governed by and interpreted in accordance with the laws
of the State of Arizona, 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 Arizona and consents to venue in Maricopa
County, Arizona. Notwithstanding the foregoing, any judgment may be
enforced in any United States or foreign court and Lansdale may seek
injunctive relief in any United States or foreign court.
13.1 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.
13.2 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 Lansdale's behalf or for Lansdale'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
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.
13.3 Buyer further agrees to obtain any necessary export authorization
prior to the exportation, re-exportation, or transfer of any Product
acquired from Lansdale 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 Lansdale, Lansdale
may terminate, cancel, or otherwise be excused from performing any
obligations it may have under these terms.
13.4 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 蜨 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.
13.5 Requests by Buyer for Lansdale to provide assistance or services in
connection with the integration of Products into any military end-use item
must be approved in advance by Lansdale in writing for export control
purposes and Lansdale's ability to provide any such assistance to
Buyer is conditioned upon obtaining any U.S. government export
authorization that may be required. Lansdale is not obligated to provide such
assistance or services.
13.6 Any Product export classification made by Lansdale shall be for Lansdale'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
13.7 If Buyer violates any of its obligations and commitments under
Section 13, Lansdale may terminate, cancel, or otherwise be excused from
performing any obligations it may have under this contract. Buyer will
fully indemnify Lansdale and its representatives against any damages,
costs, losses, and/or liabilities arising out of Buyer's
non-compliance with Section 13. Section 13 will survive termination of
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 Lansdale in writing of each applicable
Government Procurement Regulation before Buyer submits an applicable
purchase order for the Product.
and Third Party Beneficiaries. This contract is not assignable by
Buyer without Lansdale'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 Lansdale.
- Miscellaneous. 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 Lansdale unless made in
writing and signed by a duly authorized Lansdale 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.
to Customers Purchasing From Distributors
Lansdale strongly encourages purchasing from a Lansdale authorized source to
receive the following benefits:
- Genuine Lansdale devices with
- Handling and storage according to
Lansdale quality standards
- Support with the most up-to-date
technical and product information
Purchases from unauthorized sources
carry the risk of receiving counterfeit devices or Products 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 Lansdale.
- 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.
- 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 Lansdale for shipment of the Product from the
applicable Lansdale location.
- Government Procurement
has the meaning set forth in Section 15.
- IC means
- 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 Lansdale 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 Lansdale
has received cleared funds from Buyer in Lansdale's bank account on
or before the invoice due date.
- Product means a
packaged integrated circuit product that Lansdale has qualified and
released to market. For clarity, and without limitation, the term "Product"
or "Products" excludes: services, reference designs,
marketing collateral, software, Samples (or Lansdale's Sample
program), wafer and/or die products, prototypes, experimental devices, and
evaluation modules (EVMs). Lansdale may provide these items or services to
Buyer under separate terms.
- 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
- Sample means a
Product or pre-production IC that Lansdale 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 Lansdale as "Standard." This
designation includes catalog Products offered and/or sold to many
- USML has the
meaning defined in Section 13.4.
Latest version available at www.lansdale.com