Terms & Conditions
The term "Company" as used herein shall mean Linear Integrated Systems, Inc.
The term "Buyer" as used herein shall mean a party placing a purchase order for the Company products (the "Products").
THESE TERMS AND CONDITIONS OF SALE (THE "TERMS") ARE THE ONLY TERMS AND CONDITIONS OF THE AGREEMENT BETWEEN THE PARTIES. ANY AND ALL ADDITIONAL OR DIFFERENT TERMS, WHETHER IN A PURCHASE ORDER OR OTHER DOCUMENT GIVEN BEFORE OR AFTER THESE TERMS, ARE SPECIFICALLY REJECTED AND SHALL NOT BECOME PART OF THESE TERMS UNLESS AGREED TO IN WRITING BY THE COMPANY.
These Terms shall apply to all quotations and offers made by and purchase orders accepted by the Company. These Terms shall govern, and acceptance of Buyer's order is conditioned upon Buyer's acceptance of these Terms irrespective of whether the Buyer accepts them by a written acknowledgement, by implication, or acceptance and payment of goods ordered hereunder. These Terms may in some instances conflict with some of the terms and conditions on the Buyer's form of purchase order or otherwise specified by the Buyer or these Terms may cover matters not addressed in the Buyer's documentation. Therefore, acceptance of the Buyer's purchase order is made only on the express understanding and condition that insofar as the terms and conditions of this acceptance conflict with any terms and conditions of the Buyer's purchase order or cover matters not addressed in the Buyer's documentation, the Company's terms and conditions shall govern, irrespective of whether the Buyer accepts these conditions by written acknowledgement, by implication, or by acceptance and payment of Products ordered. The Company's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in these Terms must specifically be agreed to in writing, signed by a corporate officer of the Company, before becoming binding on either party.
PRICES TAXES & DUTIES
Prices are quoted in U.S. Dollars, and are subject to modification or withdrawal without notice. Prices are firm and not subject to renegotiation except at the Company's sole discretion. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of International duties, Foreign taxes, US Federal, US State, and local excise, sales and similar taxes. Buyer shall pay all excise, privilege, sales and value-added taxes and all custom duties, levies, franchise fees and other governmental charges, however designated, imposed by any governmental authority arising from the sale or the exportation or importation of the Products, and Buyer shall indemnify and hold Company, its sub-suppliers and carriers harmless from and against any and all expenses, costs, liabilities and claims arising out of or relating to Buyer's failure to fulfill such obligation
Any price reductions based on volume discounts will be revoked, at the Company’s sole discretion, if the Buyer reduces the number of parts being purchased below volume discount levels.
All price quotations will be valid for 30 calendar days, and all parts must be delivered within 180 days from the quotation date. Linear Systems, at its sole discretion, may extend the validity of price quotations per customer request.
All payments shall be in U.S. Dollars. Where the Company has extended credit to the Buyer, the terms of payment shall be net thirty (30) days from the date of the Company invoice, upon approval from the Company credit department. The Company reserves the right to require payment in advance or C.O.D. If so requested by the Company, Buyer shall prepay the transportation, insurance charges and other expenses connected with the delivery of Products hereunder and add a separate charge, which represents such prepaid charges, to the shipping invoice accompanying the products shipped. If any sums due to the Company are not paid when due, interest shall accrue thereon at the rate of 1.5% per month until paid in full. The Company may, at any time or times, suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to the Company when, in Company’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action. The Company retains a purchase money security interest in all Products until Buyer has made payment in full. Payment is to be made in Alameda County, California. Any action to collect any sums due under this Agreement may be brought in Alameda County, California, and the parties’ consent to jurisdiction and venue in such County.
Cancellation or rescheduling of any order is only permissible under these Terms and Conditions if the request to do this is received in writing by the Company no later than seven calendar (7) days after the submission of the order. Any cancellation after that time will require the Buyer to pay liquidated damages in the amount of the full purchase price of the entire order
TITLE AND DELIVERY
Unless otherwise agreed upon by the Company, all sales are made EXW (Incoterms 2000) point of shipment in the United States. The Company's liability to deliver ceases upon making delivery of material purchased hereunder to a common carrier at shipping point in good condition. The title for the purchased goods shall not pass to the Buyer until the Company has received in full all monies owed by the Buyer under this or any other agreement. All claims for damages must be filed with the carrier. Claims against the Company for shortages must be made within ten (10) days after arrival of shipment. The Company assumes no responsibility for delay, breakage or damage after having made delivery in good order to the carrier. Buyer agrees and understands that any delivery schedule set forth herein or in any subsequent order or release is estimated only and is presented in good faith by the Company. The Company shall not be liable to the Buyer for failure to meet any delivery schedule or for the costs of procurement of substitute goods. The Company reserves the right to make deliveries in installments. Additionally, the Company reserves the right to terminate these Terms or suspend delivery by written notice to Buyer if Buyer fails to make payment within the time specified or fails to accept delivery within the time specified.
Upon receipt of Products, Buyer shall count and inspect the same for damage, shortages and conformity to Specifications, if any, before execution of the shipping receipt accompanying such Products. If there is any damage, shortage or failure of conformity, Buyer must file a claim immediately with the carrier or the Company, as applicable. The Buyer shall accept or reject nonconforming Products and make any claims for damage or discrepancy between a shipping invoice and products delivered, shortages or other errors within 30 (thirty) days of receipt of each shipment of the Products. Failure to notify the Company in writing of nonconforming products and/or make a claim shall be deemed full acceptance of the Products delivered and a waiver of any and all such claims. No Product returns will be accepted by The Company without a Return Material Authorization ("RMA").
The Company warrants to the Buyer that the products covered hereby shall be free from defects caused by faulty workmanship and defective materials and shall substantially conform to the Company's published specifications for a period of 90 (ninety) days. "Specifications" as used herein shall mean the guaranteed minimum and maximum levels set forth on The Company's published datasheets in effect at the time of sale. The Company reserves the right to modify the Specifications of components offered by the Company without notice.
The foregoing warranty does not apply to any products which have been subject to misuse (including static discharge), neglect, accident, or modification or which have been soldered or altered during assembly and are not capable of being tested by The Company under its normal test conditions. The Company makes no warranty with respect to sales of products purchased through unauthorized sales channels. The Company shall have no liability to the Buyer to the extent such failure is caused by non-compatibility with other components used by the Buyer. The Company shall make the final determination as to the existence or cause of any alleged defect. The Company's sole obligation and maximum liability to Buyer for products failing to meet the aforesaid warranty during the warranty period and which were found by the Company to be defective under the terms of this warranty shall be, at the Company's discretion, to rescreen, reprocess or replace the nonconforming product or issue Buyer credit for the purchase price of the nonconforming product, provided that: (1) the Company has received written notice of any nonconformity by Buyer within the warranty period, and (2) after the Company's written authorization to do so Buyer has returned the nonconforming product to the Company, freight prepaid, and (3) the Company has determined that the product is nonconforming and that such nonconformity is not a result of improper installation, repair, test, or other misuse by Buyer. If there is no response from the Buyer for 30 days, the product will be deemed acceptable and the nonconformance closed.
The Company's obligation to honor these warranties is contingent upon the Company's receipt of payment in full for the Products entitled to warranty. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Company has not authorized anyone to make representation or warranty other than as provided herein.
Given the nature of the Products and their intended or potential uses, the Company cannot and does not represent or warrant the results of their use or application.
The foregoing states the entire warranty liability of the Company.
Buyer shall indemnify, defend and hold The Company harmless against any expense, damages, costs or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, copyrights, trade secrets, or for unfair competition arising from compliance with Buyer's designs or specifications or instructions. The Company shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer and Buyer will indemnify, defend and hold the Company harmless from any expenses, damages, costs, or losses resulting from any suit or proceeding brought against the Company, either severally, or jointly with Buyer, so far as such suit or proceeding is based on claims that use of any product or any part thereof, furnished hereunder, in combination with products not supplied by the Company constitute either direct or contributory infringement of any patent, or copyright of the United States. Sales of products or any parts thereof, hereunder confers on the Buyer no license under any patent rights of the Company covering or relating to (a) the structure of any devices to which the products or parts may be applied, or (b) a process or machine in connection with which they may be used.
FORCE OF NATURE
The Company shall not be liable for any failure to perform due to unforeseen circumstances or to cause beyond The Company's control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, shortages of transportation facilities, fuel, labor or materials or for any other causes beyond the Company's reasonable control. In the event of any delay caused by such contingency, the date of delivery shall, at the discretion of the Company, be deferred for a period equal to the time of loss by reason of the delay.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS EMPLOYEES, OFFICERS, AND/OR DIRECTORS, BE LIABLE TO ANYONE UNDER OR FOR BREACH OF THIS AGREEMENT, ANY PRODUCT ORDER, SCHEDULE OR TERM AND CONDITIONS HEREIN UNDER ANY CONTRACT, STRICT LIABILITY, TORT, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY (EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY), WHETHER OR NOT FORESEEABLE OR FORESEEN, FOR: (1) BUSINESS INTERRUPTION COSTS, COSTS OF REWORK, RETESTING, PROCUREMENT OF SUBSTITUTE GOODS, REMOVAL AND REINSTALLATION OF GOODS; OR (2) ANY SPECIAL, INCIDENTAL EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, GOODWILL, LOSS OF REVENUE, OR LOSS OF UNITS; REGARDLESS OF WHETHER THE BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THERE IS A TOTAL AND FUNDAMENTAL BREACH OF THIS AGREEMENT OR WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE LIMIT OF LIABILITY FOR ANY SUCH CLAIMS SHALL NOT EXCEED THE AMOUNT PAID OR REPAID ON ACCOUNT BY BUYER FOR THE PRODUCTS GIVING RISE TO SUCH CLAIMS.
LIFE SUPPORT AND OTHER APPLICATIONS
The Company's products are not authorized for use as critical components in life support devices or systems without the express written approval of the President of the Company. Products sold by the Company are not designed, intended or authorized for use in but not limited to life support, life sustaining, nuclear, or other applications, in which failure of such products could reasonably be expected to result in personal injury, loss of life or severe property or environmental damage. Buyer acknowledges that the use of the Company goods in such applications is understood to be fully at the risk of the Buyer and that Buyer is responsible for verification and validation of the suitability of the Company's products in such application. Buyer shall indemnify, defend and hold the Company harmless, and agrees that the Company is not liable, in whole or in part, for any claim, demand, cost, liability, penalty, expense or damage, including actual attorney's, consultant's and expert's fees and costs, arising from or relating to Buyer’s use or application of the Products. Buyer agrees to indemnify, defend and hold The Company harmless from and against all claims, damages losses, expenses and liabilities arising out of or in connection with such use or application.
MIL-STD CLASS H AND CLASS K APPLICATIONS
The Company's products are not authorized for use as critical components in MIL_STD Class H and Class K devices or systems without the express written approval of the President of the Company. Products sold by the Company are not designed, intended or authorized for use in but not limited to MIL-STD Class H and Class K devices or systems, or other applications. Buyer acknowledges that the use of the Company goods in such applications is understood to be fully at the risk of the Buyer and that Buyer is responsible for verification and validation of the suitability of the Company's products in such application. Buyer shall indemnify, defend and hold the Company harmless, and agrees that the Company is not liable, in whole or in part, for any claim, demand, cost, liability, penalty, expense or damage, including actual attorney's, consultant's and expert's fees and costs, arising from or relating to Buyer’s use in such applications. Buyer agrees to indemnify, defend and hold the Company harmless from and against all claims, damages losses, expenses and liabilities arising out of or in connection with such use.
Buyer agrees to comply with all applicable laws and regulations of the United States and of the destination country. Buyer understands that the Company is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of the Company's products to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. Buyer warrants that it shall not sell any Products in countries or to users not approved to receive classified technical equipment under applicable U.S. laws and regulations or that Buyer otherwise has knowledge of such laws and regulations, and that it will abide by such laws and regulations. Buyer shall hold harmless and indemnify the Company for any damages resulting to the Company from a breach of this paragraph by Buyer.
RELATIONSHIP OF PARTIES
The Company and Buyer expressly understand and agree the Buyer is an independent contractor in the performance of each and every part of this order, is solely responsible for all of its employees, agents and will indemnify the Company from any and all claims, liabilities, damages, debts, settlements, costs, attorney’s fees, expenses and liabilities of any type whatsoever that may arise on account of Buyer's activities or those of its employees or agents (including but not limited to, direct and indirect distributors or sub-distributors), including but not limited to unauthorized representations or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of the Company to the same extent as disclaimed herein) to its customers.
LEAD FREE, ROHS COMPLIANT PARTS
The Company warrants to the Buyer to deliver products to be lead free and RoHS Compliant when ordered correctly from and shipped directly from the Company or its franchised and authorized distributors to the Buyer. The Company warrants these parts to have the same electrical performance as the non-lead free, non-RoHS Compliant versions. The Company does not warrant the lead free and RoHS packaging to be as reliable or more reliable as the non-lead free, non-RoHS Complaint packaging. The Company will not be liable for any packaging related failures of the lead-free, RoHS Compliant packages including but not limited to tin-whiskers related failures. The Company will not be liable for damages to the Buyer as a result of using non-lead free, non-RoHS Compliant parts in their end products that requires lead-free RoHS Compliant parts. Buyer shall indemnify, defend and hold the Company harmless against any expense, damages, costs or losses resulting from any suit or proceeding brought for the Buyer using non-lead free, non-RoHS Compliant parts in their end products which require lead-free RoHS Compliant parts. The Company shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer. Buyer will indemnify, defend and hold the Company harmless from any expenses, damages, costs, or losses resulting from any suit or proceeding brought against the Company, either severally, or jointly with Buyer, so far as such suit or proceeding is based on claims including but not limited to the supplying any non-lead free, non-RoHS Compliant parts in products that require lead-free RoHS Compliant parts. Non-lead free, non-RoHS Compliant parts will not be eligible for return for credit or replacement for failure to be lead free, and or RoHS Compliant packaging unless the Company agrees that the customer did order the lead-free, RoHS Compliant correctly, and that the Company shipped a non-lead free, non-RoHS Compliant part in error to the Buyer.
The Company reserves the right to discontinue any Product at any time. The Company will attempt to provide customers with a twelve (12) month notice of Product discontinuances. In the event the Company is unable to provide the Buyer or third party with a twelve (12) month notice of Product discontinuance, the Company will not be liable for any cost or damages to the Buyer or any third party as a result of the Company product discontinuance and or lack of a twelve (12) month Product discontinuance notice to the Buyer or third party.
The Company reserves the right to not accept a purchase order. This includes but is not limited to a new Buyer, or an existing Buyer. The Company will not be liable for any cost or damages to the Buyer or any third party as a result of the Company’s non-acceptance of a purchase order and or lack of prior notice.
The Company does not accept any restrictions on the sale or shipment of parts based upon the device date code. The Company reserves the right to ship any date code for customer orders and samples. The Company does not acknowledge the existence of a correlation between field failures and date codes in excess of thirty-six (36) months.
The terms and conditions contained herein shall be governed by and construed under the laws of the State of California. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts in the State of California, located in Alameda County, California, U.S.A.
The terms and conditions herein, constitute the entire contract between the parties and supersede all previous communications, whether oral or written. Any changes to this Agreement must be made only upon mutual agreement of the parties in writing.
In the event that any section of these terms and conditions are deemed unenforceable, the remaining sections shall remain in force.
Failure by the Company to strictly enforce any provision of these Terms shall not be deemed a waiver of such provision or create a course of dealing between the parties pursuant to which performance is not required.
Any legal notice under this Agreement will be in writing and delivered by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail. Notices will be sent to the Company at the address set forth on the order form or such other address as the Company may specify. Notices will be sent to the Company at the following address: Linear Integrated Systems, Inc., 4042 Clipper Court, Fremont, CA 94538-6540, U.S.A.
In any action or proceeding to enforce or construe this Agreement, the prevailing party shall be entitled to recover their actual attorney’s fees and costs.
Collection of Personal Information
Visitors to the Linear Integrated Systems' web site are not required to reveal any personal information in order to use many of the features of the site. However, in some instances, Linear Systems requests that users provide certain personal information in order to facilitate future communications, make a purchase of Linear Systems' products, or receive other materials from Linear Systems.
What does Linear Systems do with my personal information?
Linear Systems will use the information you provide for legitimate business purposes which may include sharing some information with Linear Systems' authorized distributors. These legitimate business purposes may include facilitating future communications with you, assisting you in making a purchase of Linear Systems' products, or responding to your request for Linear Systems' information or samples.
Linear Systems also reserves the right to collect and share personal information as part of an investigation or response to a violation of Linear Systems' terms and conditions, fraud, illegal activities or other actions or threats which may damage Linear Systems. Except the aforementioned instances, Linear Systems will never share your personal information with third parties.