All quotations, acknowledgements, and invoices by Silicon Power Corporation are subject to these terms and conditions.
1. Per Occurrence Orders: Minimum order sizes may apply and orders may be paid for with a MasterCard, Visa, or American Express credit card.
2. Purchase Orders: Shall reference applicable Silicon Power Corporation Quotation / Proposal.
3. Blanket orders may be arranged for delivery within one year. Blanket orders still open after one year will be canceled, with any unearned discount invoiced back to the Purchaser. Exceptions to these terms shall be negotiated with Silicon Power Corporation.
Limited Warranties and Disclaimers: Silicon Power devices are designed, manufactured and tested to exact standards. Copies of test procedures and test reports are made available upon receipt of written request. Products are shipped with an appropriate certificate of conformance. Products are not designed, authorized, or warranted to be suitable for use in life-support applications or other critical applications that involve potential risks of death, personal injury or server property or environmental damage. Inclusion of Silicon Power Corporation products in such applications is understood to be fully at the purchaser’s risk. This warranty is expressly in lieu of any other expressed warranty or implied warranty of fitness for a particular purpose and of any other obligation or liability on the part of Silicon Power Corporation, its employees or agents.
Design Control: The Purchaser may request, in writing, that Silicon Power Corporation agree to make no design changes without the advance approval of the Purchaser.
Otherwise, Silicon Power Corporation reserves the right to make changes in the design and the manufacturing of any item without incurring any obligation to revise items manufactured for, or delivered to, the Purchaser prior to such a change.
The Purchaser is responsible for the validation of the product design and to determine that the product is suitable for use in the Purchaser’s intended application. The Purchaser is deemed to have accepted and validated the product design upon acceptance of a shipment from Silicon Power Corporation. Silicon Power Corporation will use the current revision of referenced documents unless Purchaser states a different revision on their purchase order.
Designs and Specifications: Silicon Power Corporation assumes no responsibility for the adequacy of any designs, specifications, requirements and/or instructions provided by Purchaser. Acceptance by the Purchaser of any custom or nonstandard products provided by Silicon Power Corporation shall constitute an acknowledgement that the Purchaser has reviewed the test specifications for such products and is satisfied that the test specifications designs meet all specifications, requirements, and standards applicable to such products. Purchaser understands and agrees that Silicon Power Corporation is not making and specifically disclaims any warranty (including any implied warranty of fitness for particular purpose) relative to the design of such custom or non-standard products.
Purchaser agrees to indemnify and hold Silicon Power Corporation harmless against any claims or suits alleging defective design of such products. Purchaser further agrees that, upon request by Silicon Power Corporation, it will execute a design approval-form confirming the matters contained in this paragraph, and that Silicon Power Corporation may withhold shipment of such products pending execution of such form.
Technical Assistance, Samples, Demonstrations: Any technical advice, recommendations, samples, lab test, and/or demonstrations provided by Silicon Power Corporation (or its representatives) concerning the use, application or compatibility of any products or materials are provided by Silicon Power Corporation solely for the purpose of assisting the Purchaser to evaluate, at its own risk, the suitability of Silicon Power Corporation products for the Purchaser’s intended use. Silicon Power Corporation recommends that the Purchaser makes its own tests to determine such suitability. No such advice, recommendations, samples, lab tests and/or demonstrations PROVIDED BY SILICON POWER CORPORATION shall be construed as an express or implied warranty.
Changes, Rescheduling, Cancellations: Purchaser may request to modify the designs or specifications for the items sold as well as the quantities and dates for delivery or performance, or may request to cancel all or part of the order, but no such modification or cancellation will become effective unless accepted in writing by Silicon Power Corporation. Acceptance of any such modification or cancellation will be at Silicon Power Corporation’s discretion and will be upon such terms as Silicon Power Corporation may require which may include changes to price, surcharges and cancellation charges as deemed appropriate by Silicon Power Corporation.
Payment Terms, Prices, Taxes and Duties: Except as otherwise set forth on the front of a Silicon Power Corporation invoice or acknowledgment, terms of payment are net 30 days from invoice date; prices are EXW (Ex Works as defined by Incoterms 2000) and prices do not include any taxes, freight, handling, duty or other similar charges, payments of which will be the sole responsibility of Purchaser.
Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. All payments shall be in the legal currency designated on the invoice by Silicon Power Corporation. Silicon Power Corporation reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of Purchaser’s creditworthiness or should Purchaser fail to fulfill any obligation when due.
Delivery, Risk of Loss, Delays: Unless otherwise stated on the face of the invoice, deliveries of product will be EXW (Ex Works as defined by Incoterms 2000). Risk of loss will pass to Purchaser at the EXW point. Silicon Power Corporation may indicate scheduled shipment or service dates for certain items of Purchaser’s order. Such dates are estimates only and may be subject to change by Silicon Power Corporation without liability. SILICON POWER CORPORATION SHALL HAVE NO LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO FAILURE FOR ANY REASON TO MEET SCHEDULED SHIPMENT DATES. Silicon Power Corporation shall not be liable for any damage to or loss of product following delivery to the EXW point, including any damage or loss in transit.
Inspection, Acceptance, Returns: Purchaser will thoroughly inspect each shipment of products promptly upon receipt. All products will be deemed to have been accepted ten (10) days after receipt, except for products for which Purchaser makes a written claim of non-conformance within such time. All products made the subject of such a claim will be deemed to have been accepted ten (10) days after receipt by Purchaser of conforming goods. No products may be returned to Silicon Power Corporation except by prior authorization by Silicon Power Corporation. All such returns will be subject to Silicon Power Corporation’s then current returned goods policies and procedures.
Tooling: Tools developed by Silicon Power Corporation for the production of a product specific to the Purchaser, which are invoiced to and paid for by the Purchaser, are the property of the Purchaser. Purchaser may request shipment of the tools (at the expense of the Purchaser) at any time. If the Purchaser owned tools is in the possession of Silicon Power Corporation and are not used, due to lack of orders from the Purchaser, for a period of more than three (3) years, title to the tools will automatically revert to Silicon Power Corporation. Silicon Power Corporation reserves the right to dispose of any tools that have not been used due to lack of orders from the Purchaser for a period of more than three (3) years.
11. Entire Agreement: These Terms and Conditions constitute the entire agreement between the Purchaser and Silicon Power Corporation. In the case of conflict, terms and conditions contained herein will supersede and control any contrary terms. Any purchase order, written confirmation, or other reasonable expression of acceptance by Purchaser will form an acceptance, which is expressly limited to the terms and conditions of this quotation, acknowledgment or invoice. Any different, additional, or inconsistent terms or conditions of Purchaser’s purchase order or other documents will constitute a material alteration of Silicon Power Corporation’s offer, and unless specifically accepted in writing by an authorized representative of Silicon Power Corporation, are objected to and will not be binding on or effective against Silicon Power Corporation.
12. Force Majeure: Silicon Power Corporation shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire and natural disaster), any civil or military action, or any other cause or event not reasonably within Silicon Power Corporation’s control.
13. Governing Law: This Agreement will be construed and governed by the laws of the State of Pennsylvania