Terms & Conditions
Product Terms and Conditions of Sale
PERICOM SEMICONDUCTOR's products are offered for sale under the terms and conditions contained herein.
- Order Acceptance. Not withstanding, any terms or conditions on Buyer's order, PERICOM SEMICONDUCTOR's acceptance of any order is expressly made conditional on Buyer's agreement to PERICOM SEMICONDUCTOR's Terms and Conditions of Sale. Commencement of performance and/or Delivery shall be for Buyer's convenience only and shall not be deemed or construed to be acceptance of any or all of Buyer's terms and conditions.
- Prices. PERICOM SEMICONDUCTOR's published and quoted prices are subject to the following, unless otherwise stated in writing:
- All published prices are subject to change without notice.
- Shipments will be billed at the prices in effect on the date of acceptance of Buyer's order or at the prices in effect on the date of shipment.
- Stenographic and/or clerical errors are subject to correction.
- Published or quoted prices do not include taxes, duties or transportation.
- Buyer shall be responsible for payment of all export and import licenses, custom fees and duties, federal state and local excise, sales, use, property and similar taxes levied in respect to the products sold to the Buyer hereunder, except income taxes levied upon PERICOM SEMICONDUCTOR
- Published and quoted prices are for standard products only and do not include technical data, proprietary rights of any kind, patent rights, etc. or other than PERICOM SEMICONDUCTOR's standard tests and normal commercial packaging.
- Terms of Payment. Payment for products shipped on an open account basis on which credit has been approved, shall be due thirty (30) days from date of invoice, otherwise, cash upon delivery will be required on accounts without credit approval. Seller and Buyer acknowledge that the late payment by Buyer will cause Seller to incur costs not contemplated, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without limitation, processing and accounting charges, and additional interest and late charges payable by Seller. Therefore, if payment is not made when due, Buyer shall pay to Seller as Liquidated damages, 1-1/2% per month of the overdue payment. Seller and Buyer agree that said sum is a fair and reasonable estimate of the costs that Seller will incur by reason of late payment by Buyer. PERICOM SEMICONDUCTOR's opinion the financial condition or previous payment record of Buyer so warrants.
- Title and Risk of Loss. All sales are made F.O.B. point of shipment, transportation charges at Buyer's expense with title passing to Buyer at point of shipment (Ex Factory). Risk of loss or damage shall pass to upon PERICOM SEMICONDUCTOR's delivery of products to transportation company. PERICOM SEMICONDUCTOR reserves the right to ship products freight charges collect and to select the means of transportation and route. Further, if transportation by Parcel Post is specified by Buyer, PERICOM SEMICONDUCTOR reserves the right to select an alternate means of economical transportation. PERICOM SEMICONDUCTOR will insure the product shipped to full value thereof to the transportation company and any insurance cost shall be charged Buyer's account.
- Delivery. PERICOM SEMICONDUCTOR reserves the right to make deliveries in installments. Partial shipments will be billed as made and payments thereof are subject to the terms of payment noted above. The delivery of part of any order will not obligate PERICOM SEMICONDUCTOR to make further deliveries. All delivery dates are approximate and are dependent in part upon prompt receipt of all necessary information to service an order. In the absence of such regulations, PERICOM SEMICONDUCTOR reserves the right in its sole discretion to allocate inventories and current production when in it opinion, such allocation is necessary.
- Contingencies. PERICOM SEMICONDUCTOR shall not be responsible for any liability due to any delay in the performance of any order accepted by it due to unforeseen circumstances or to causes beyond its control including, without limitation, acts of God, strikes, war riots, fire, accident, freight embargoes, lock-out of suppliers necessary to the execution of the order, failure or breakdown of components necessary to completion of the order, subcontractor caused delays, or the compliance with any law, regulation or order, whether valid or invalid, of any cognizant government body or any instrumentality thereof, whether now existing or hereafter created. Performance of an order shall be deemed suspended so as long as any such circumstances or causes delay its execution. Whenever such circumstances or cause have been remedied, Buyer shall accept performance under said order. As used herein, performance shall include, without limitation, fabrication, shipment, deliver, assembly, installation, testing and warranty repair or replacement. PERICOM SEMICONDUCTOR may modify specifications or manufacturing processes provided the modifications do not adversely affect the form, fit or function of the products. THE REMEDIES PROVIDED HEREIN ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES. PERICOM SEMICONDUCTOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
- Acceptance of Product. Each PERICOM SEMICONDUCTOR product shall be deemed to have been accepted by Buyer if it meets specifications as set forth in PERICOM SEMICONDUCTOR's sales order. Notwithstanding the foregoing, use of said product by Buyer, its agents, employees, or licensees for any purpose shall constitute acceptance of product the by customer.
- Limited Warranty. PERICOM SEMICONDUCTOR warrants each part to be free from defects in material and workmanship for a period of one (1) year from date of shipment. This warranty is expressly in lieu of all other obligations or liabilities on the part of PERICOM SEMICONDUCTOR. THE FOREGOING WARRANTY IS SPECIFICALLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTIES OF MERCHANT-ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE SHALL APPLY. PERICOM SEMICONDUCTOR NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCT. THE FOREGOING WARRANTIES AND REMEDIES ARE FOR BUYER'S EXCLUSIVE BENEFIT AND ARE NOT TRANSFERABLE.
- Limitation of Liability. Buyer shall notify PERICOM SEMICONDUCTOR of any warranty claim and obtain PERICOM SEMICONDUCTOR's authorization prior to the return shipment of products for warranty adjustment. Products returned shall be sent with shipping charges prepaid. When any product is returned for examination and inspection, Buyer must assume responsibility for damage resulting from improper packaging and damage or loss in transit. Buyer shall provide explicit information as to the nature of the claimed defects, operating conditions to which the product had been exposed and any other pertinent information which will enable PERICOM SEMICONDUCTOR to determine the cause of claimed warranty defects. In all cases, PERICOM SEMICONDUCTOR has sole discretion in determining the nature and extent of adjustment, if any, which the Buyer will be entitled. In the event that product has been returned without cause and is still serviceable, or that the product was misused, stolen, vandalized, mishandled due to fire, water or other peril, or otherwise damaged subsequent to shipment by PERICOM SEMICONDUCTOR, Buyer will be notified and the product returned at Buyer's expense. In addition, a charge for testing, and examination may be made on certain products so returned.
- Change of Orders
A. Cancellation. No order accepted by PERICOM SEMICONDUCTOR may be canceled by customer except by mutual agreement in writing. PERICOM SEMICONDUCTOR reserves the right to adjust the billing price applicable to quantities actually delivered. Buyer may submit written notice to cancel any standard product order scheduled for shipment beyond thirty (30) days after PERICOM SEMICONDUCTOR receives Buyer's written cancellation notice. Buyer is liable for any quantity price adjustment resulting from such cancellation. Buyer shall also pay a scheduling/restocking fee of ten percent (10%) of the price for each product scheduled for shipment within sixty (60) days of Seller's receipt of Buyer's written cancellation notice.
B. Reschedules. No order scheduled for delivery within thirty (30) days will be rescheduled. Upon written notice to PERICOM SEMICONDUCTOR, Buyer may reschedule any order scheduled for shipment beyond thirty (30) days from the date of receipt by PERICOM SEMICONDUCTOR of Buyer's request for rescheduling.
C. Default. If Buyer defaults, PERICOM SEMICONDUCTOR may decline to make further shipment and/or may terminate Buyer's order without affecting PERICOM SEMICONDUCTOR's rights and remedies including, but not limited to, any right to cancellation charges and quantity price adjustments. If PERICOM SEMICONDUCTOR's actions do not constitute a waiver nor affect their legal remedies.
- Patents. PERICOM SEMICONDUCTOR will hold Buyer harmless, as set forth therein, in respect to any claims that the design or manufacture of any product in PERICOM SEMICONDUCTOR's standard line of products or manufactured to specifications set forth by PERICOM SEMICONDUCTOR and furnish hereunder constitutes an infringement of any patent of the United States. PERICOM SEMICONDUCTOR will pay damages and cost either awarded in a suit or paid in PERICOM SEMICONDUCTOR's sole discretion, by way of settlement, which are based on such claim of infringement provided that PERICOM SEMICONDUCTOR is notified promptly in writing of such claim of infringement, and is given full authority, information and assistance in settling such claim. PERICOM SEMICONDUCTOR will, in its sole discretion and at its expense, either procure for Buyer the right to continue using said product, replace it with non-infringing products, or remove it and returned an equitable portion of the selling price and transportation costs thereof. The Buyer shall hold PERICOM SEMICONDUCTOR harmless against any trademarks or other industrial property right arising out of compliance by PERICOM SEMICONDUCTOR with Buyer's designs, specifications or instruction. PERICOM SEMI-CONDUCTOR with Buyer's designs, specifications or instructions. PERICOM SEMICONDUCTOR shall not be liable for any costs or damages, and Buyer will indemnify, defend, and hold PERICOM SEMICONDUCTOR harmless from any expenses, damages, cost or losses resulting from any suit or proceeding based upon a claim arising from
(i) compliance with Buyer's designs, specification or instruction;
(ii) modification of the product by a party other than PERICOM SEMICONDUCTOR after delivery by PERICOM SEMICONDUCTOR;
(iii) the use of any product or any part thereof furnished hereunder in combination with any other product, or
(iv) the direct or contributory infringement of any process patent using any product furnished hereunder. Sales of any product or any part thereof by PERICOM SEMICONDUCTOR does not confer upon the Buyer any license under any patent right or copyright. THE FOREGOING STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDY OF EACH PARTY HERETO WITH RESPECT TO ANY ALLEGED PATENT, COPYRIGHT, MASK WORK, TRADEMARK OR OTHER INTELLECTUAL PROPERTY, INFRINGEMENT BY ANY PRODUCT OR PART FURNISHED HEREUNDER.
- Damages and Liability. PERICOM SEMICONDUCTOR's products are not designed for use in life support equipment where malfunction of a PERICOM SEMICONDUCTOR product can reasonably expect to result in personal injury. PERICOM SEMICONDUCTOR customers using or selling PERICOM SEMICONDUCTOR product for use in life support equipment do so at their own risk and agree to fully indemnify PERICOM SEMICONDUCTOR for any damages resulting from such use. Under no circumstances will PERICOM SEMICONDUCTOR be liable for incidental, consequential or resulting loss or damage, of any kind, howsoever caused. In no event will PERICOM SEMI-CONDUCTOR be liable for any sum greater than the purchase price received by PERICOM SEMICONDUCTOR for the product(s) which are the subject of any claims or dispute. The liability to third parties for bodily injury, including death, resulting from Seller's performance shall be determined in accordance with applicable law and the total liability limitation stated above shall not be construed as a limitation on Seller for damages for any bodily injury, including death, nor shall such liability limitation be construed as a limitation on Seller for damages caused by Seller's fraud or willful injury to the person or property of another.
- Assignment. PERICOM SEMICONDUCTOR may assign all or any part of its right and/or obligations hereunder to any PERICOM SEMICONDUCTOR subsidiary or an authorized distributor without Buyer's prior consent. Otherwise, neither party shall delegate any obligations hereunder or assign any interest or rights without the prior consent of the other.
- Import and Export Controls. Any and all obligations of PERICOM SEMICONDUCTOR to provide products, as well as technical assistance, shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration. Without in any way limiting the provisions of the Agreement, Buyer agrees that it will not export, re-export or transship, directly or indirectly, any of the products or technical data sold or disclosed to Buyer inviolation of U.S. export laws and regulations.
- Modifications. No modifications of, additions to, or deletions from these terms shall b binding upon either party unless accepted in writing by an authorized representative of each. A waiver by PERICOM SEMICONDUCTOR of any default by Buyer shall be deemed to be a continuing waiver or a waiver of any other default but shall apply solely to the instance to which the waiver is directed.
- Controlling Law. This agreement shall be governed by and subject to the laws of the State of California, U.S.A. This agreement shall be considered entered into the State of California, U.S.A. The Federal (Northern District of California) and state (Santa Clara County) courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Buyer hereby expressly consents to (i) the personal jurisdiction of these federal and state courts within California, (ii) service of process being effected upon it by registered mail sent to the address set forth at the beginning of this Agreement.
- Injunctive Relief. Buyer acknowledges that PERICOM SEMICONDUCTOR's confidential information is unique property of extreme value to PERICOM SEMICONDUCTOR, and that the unauthorized use or disclosure thereof would cause PERICOM SEMICONDUCTOR irreparable harm that could not be compensated by any monetary damages. Accordingly, Buyer agrees that PERICOM SEMICONDUCTOR will be entitled to injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of PERICOM SEMICONDUCTOR's confidential information.
- Professional Fees. In any suit or proceeding, relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including cost, fees and expenses upon appeal.
- Entire Agreement. This Agreement is intended as the complete and exclusive statement of the agreement between PERICOM SEMICONDUCTOR and Buyer and supersedes all prior agreements and negotiations relating to the subject matter hereof. PERICOM SEMICONDUCTOR and Buyer each represent that the individual signing this Agreement on its behalf has the power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation to each party.
Life Support Policy
Pericom Semiconductor Corporation products are not authorized for use as critical components in life support devices or systems unless a specific written agreement pertaining to such intended use is executed between the manufacturer and an officer of PSC.
Life support devices or systems are devices or systems which:
(a) are intended for surgical implant into the body, or
(b) support or sustain life and whose failure to perform, when properly used in accordance with instructions for used provided in the labeling, can be reasonably expected to result in a significant injury to the user.
A critical component is any component of a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness
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Use of Site
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Limitation of Liability
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Links to Third-Party Websites
Links on this Site to third-party websites are provided solely as a convenience to you. If you use these links, you will leave this Site. Pericom has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. Thus, Pericom does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk.
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