1. Quotes

All quotations are valid for thirty (30) days from the date prepared unless otherwise indicated.

2. Order Acceptance

All purchase orders are subject to approval and acceptance by an authorized representative of the Seller at its office in Richardson, Texas. The sales order contains the complete agreement between the Seller and Buyer. The Seller expressly limits its acceptance to its terms. Additional or different terms in the Buyer’s purchase order shall not be binding on the Seller unless specifically agreed upon by the Seller in writing.

3. Warranties

• Seller warrants that the products covered hereby conform to the description and mutually agreed-upon specifications, if any.
  • Note: Best efforts will be made for prototypes and developmental work. All other warranties are excluded, whether express or implied, including all implied warranties of merchantability or fitness.
• Limitation of Liability: Seller shall not be liable for consequential damages arising from any breach of warranty or condition, or under any other legal theory.
  • Options for Redress: Seller’s liability is limited to (A) reprocessing of defective wafers, (B) processing of replacement wafers supplied by the Buyer, or (C) refund or credit to the Buyer.
  • Note: Butterfly and Butterfly Isolator packages are not covered by our standard product warranty.

4. Delivery Terms

Delivery dates are approximate and subject to change. Title will pass to the Buyer according to EXW (Ex Works) Incoterms 2010, point of shipment.

5. Installment Deliveries

Seller reserves the right to make delivery in installments. Each installment is separately invoiced and payable when due.

6. Payment

Payment terms are as follows unless otherwise agreed upon in writing:

• NRE and custom development charges are due with the purchase order.
• Standard product charges are due within 30 days of shipment.
• Late Payment: A charge of 1.5% per month will be applied to delinquent accounts.

7. Shipping & Handling

All shipping and handling charges, both incoming and outgoing, are to be borne by the Buyer unless otherwise specified.

8. Taxes

Prices do not include any present or future sales, use, excise, or similar taxes.

9. Delay

Seller is not liable for delays due to causes beyond its control.

10. Cancellation

No order may be canceled or altered without the prior written consent of the Seller. Advance payments are non-refundable.

11. Compliance with Laws

Seller warrants compliance with all applicable federal, state, and local laws.

12. Export Compliance

• (A) Buyer must comply with all U.S. export control laws and regulations.
• (B) Seller may require an End User Agreement for export compliance.

13. Assignment

Buyer may not assign this agreement without prior written consent from the Seller.

14. Specifications

Specifications are based on Buyer’s directions, and Buyer assumes full responsibility for their correctness.

15. Intellectual Property

Photodigm retains ownership rights to all epi designs and mask designs.

16. Waiver

Waiver of any breach shall not be construed as a waiver of any other breach.

17. Modification

No modification of terms is valid unless in writing and signed by an authorized representative of the Seller.

18. Miscellaneous

Seller does not authorize the use of processed wafers in life-support applications. The laws of the State of Texas, USA, govern this contract.