IT9133FN View Datasheet(PDF) - ITE Tech. INC.
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IT9133FN Datasheet PDF : 22 Pages
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ITE TECH. INC. TERMS AND CONDITIONS OF SALE (Rev: 2005)
0. PARTIES
ITE Tech. Inc. (“Seller”) is a company headquartered in Taiwan, Republic of
China, and incorporated under laws of Republic of China, Buyer is a company or an
entity, purchasing product from ITE Tech. Inc..
1. ACCEPTANCE OF TERMS
BUYER ACCEPTS THESE TERMS (i) BY WRITTEN ACCEPTANCE (BY
PURCHASE ORDER OR OTHERWISE), OR (ii) BY FAILURE TO RETURN GOODS
DESCRIBED ON THE FACE OF THE PACKING LIST WITHIN FIVE DAYS OF
THEIR DELIVERY.
2. DELIVERY
(a) Delivery will be made Free Carrier (Incoterms), Seller's warehouse, Science-
Based Industrial Park, Hsinchu, Taiwan.
(b) Title to the goods and the entire risk will pass to Buyer upon delivery to carrier.
(c) Shipments are subject to availability. Seller shall make every reasonable effort
to meet the date(s) quoted or acknowledged; and if Seller makes such effort, Seller
will not be liable for any delays.
3. TERMS OF PAYMENT
(a) Terms are as stated on Seller's quotation, or if none are stated, net thirty (30)
days. Accounts past due will incur a monthly charge at the rate of one percent (1%)
per month (or, if less, the maximum allowed by applicable law) to cover servicing
costs.
(b) Seller reserves the right to change credit terms at any time in its sole discretion.
4. LIMITED WARRANTY
(a) Seller warrants that the goods sold will be free from defects in material and
workmanship and comply with Seller's applicable published specifications for a period
of ninety (90) days from the date of Seller's delivery. Within the warranty period and
by obtaining a return number from Seller, Buyer may request replacement or repair
for defective goods.
(b) Goods or parts which have been subject to abuse (including without limitation
repeated or extended exposure to conditions at or near the limits of applicable
absolute ratings) misuse, accident, alteration, neglect, or unauthorized repair or
improper application are not covered by any warranty. No warranty is made with
respect to custom products or goods produced to Buyer's specifications (unless
specifically stated in a writing signed by Seller).
(c) No warranty is made with respect to goods used in devices intended for use in
applications where failure to perform when properly used can reasonably be expected
to result in significant injury (including, without limitation, navigation, aviation or
nuclear equipment, or for surgical implant or to support or sustain life) and Buyer
agrees to indemnify, defend, and hold harmless Seller from all claims, damages and
liabilities arising out of any such uses.
(d) This Paragraph 4 is the only warranty by Seller with respect to goods and may
not be modified or amended except in writing signed by an authorized officer of Seller.
(e) Buyer acknowledges and agrees that it is not relying on any applications,
diagrams or circuits contained in any literature, and Buyer will test all parts and
applications under extended field and laboratory conditions. Notwithstanding any
cross-reference or any statements of compatibility, functionality, interchangeability,
and the like, the goods may differ from similar goods from other vendors in
performance, function or operation, and in areas not contained in the written
specifications, or as to ranges and conditions outside such specifications; and Buyer
agrees that there are no warranties and that Seller is not responsible for such things.
(f) EXCEPT AS PROVIDED ABOVE, SELLER MAKES NO WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY; AND SELLER EXPRESSLY
EXCLUDES AND DISCLAIMS ANY WARRANTY OR CONDITION OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR
APPLICATION.
5. LIMITATION OF LIABILITY
(a) Seller will not be liable for any loss, damage or penalty resulting from causes
beyond its reasonable control, including but not limited to delay by others, force
majeure, acts of God, or labor conditions. In any such event, the date(s) for Seller's
performance will be deemed extended for a period equal to any delay resulting.
(b) THE LIABILITY OF SELLER ARISING OUT OF THE CONTRACT OR ANY
GOODS SOLD WILL BE LIMITED TO REFUND OF THE PURCHASE PRICE OR
REPLACEMENT OF PURCHASED GOODS (RETURNED TO SELLER FREIGHT
PRE-PAID) OR, WITH SELLER'S PRIOR WRITTEN CONSENT, REPAIR OF
PURCHASED GOODS.
(c) Buyer will not return any goods without first obtaining a customer return order
number.
(d) AS A SEPARATE LIMITATION, IN NO EVENT WILL SELLER BE LIABLE
FOR COSTS OF SUBSTITUTE GOODS; FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL OR INDIRECT DAMAGES; OR LOSS OF USE, OPPORTUNITY,
MARKET POTENTIAL, AND/OR PROFIT ON ANY THEORY (CONTRACT, TORT,
FROM THIRD PARTY CLAIMS OR OTHERWISE). THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
REMEDY.
(e) No action against Seller, whether for breach, indemnification, contribution or
otherwise, shall be commenced more than one year after the cause of action has
accrued, or more than one year after either the Buyer, user or other person knew or
with reasonable diligence should have known of the matter or of any claim of
dissatisfaction or defect involved; and no such claim may be brought unless Seller
has first been given commercially reasonable notice, a full written explanation of all
pertinent details, and a good faith opportunity to resolve the matter.
(f) BUYER EXPRESSLY AGREES TO THE LIMITATIONS OF THIS
PARAGRAPH 5 AND TO THEIR REASONABLENESS.
6. SUBSTITUTIONS AND MODIFICATIONS
Seller may at any time make substitutions for product ordered which do not
materially and adversely affect overall performance with the then current
specifications in the typical and intended use. Seller reserves the right to halt
deliveries and shipments and alter specifications and prices without notice. Buyer
shall verify that the literature and information is current before purchasing.
7. CANCELLATION
The purchase contract may not be canceled by Buyer except with written
consent by Seller and Buyer's payment of reasonable cancellation charges (including
but not be limited to expenses already incurred for labor and material, overhead,
commitments made by Seller, and a reasonable profit).
8. INDEMNIFICATION
Seller will, at its own expense, assist Buyer with technical support and
information in connection with any claim that any parts as shipped by Seller under the
purchase order infringe any valid and enforceable copyright, or trademark, provided
however, that Buyer (i) gives immediate written notice to Seller, (ii) permits Seller to
participate and to defend if Seller requests to do so, and (iii) gives Seller all needed
information, assistance and authority. However, Seller will not be responsible for
infringements resulting from anything not entirely manufactured by Seller, or from any
combination with products, equipment, or materials not furnished by Seller. Seller will
have no liability with respect to intellectual property matters arising out of products
made to Buyer's specifications, code, or designs.
Except as expressly stated in this Paragraph 8 or in another writing signed by an
authorized officer, Seller makes no representations and/or warranties with respect to
intellectual and/or industrial property and/or with respect to claims of infringement.
Except as to claims Seller agrees in writing to defend, BUYER WILL INDEMNIFY,
DEFEND AND HOLD HARMLESS SELLER FROM ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING ATTORNEYS FEES) AGAINST AND/OR ARISING
OUT OF GOODS SOLD AND/OR SHIPPED HEREUNDER.
9. NO CONFIDENTIAL INFORMATION
Seller shall have no obligation to hold any information in confidence except as
provided in a separate non-disclosure agreement signed by both parties.
10. ENTIRE AGREEMENT
(a) These terms and conditions are the entire agreement and the only
representations and understandings between Seller and Buyer, and no addition,
deletion or modification shall be binding on Seller unless expressly agreed to in
written and signed by an officer of Seller.
(b) Buyer is not relying upon any warranty or representation except for those
specifically stated here.
11. APPLICABLE LAW
The contract and all performance and disputes arising out of or relating to goods
involved will be governed by the laws of R.O.C. (Taiwan, Republic of China), without
reference to the U.N. Convention on Contracts for the International Sale of Goods or to
conflict of laws principles. Buyer agrees at its sole expense to comply with all applicable laws
in connection with the purchase, use or sale of the goods provided hereunder and to
indemnify Seller from any failure by Buyer to so comply. Without limiting the foregoing, Buyer
certifies that no technical data or direct products thereof will be made available or re-exported,
directly or indirectly, to any country to which such export or access is prohibited or restricted
under R.O.C. laws or U.S. laws or regulations, unless prior authorization is obtained from the
appropriate officials and agencies of the government as required under R.O.C. or U.S. laws
or regulations.
12. JURISDICTION AND VENUE
The courts located in Hsinchu, Taiwan, Republic of China, will have the sole and
exclusive jurisdiction and venue over any dispute arising out of or relating to the contract or
any sale of goods hereunder. Buyer hereby consents to the jurisdiction of such courts.
13. ATTORNEYS' FEES
Reasonable attorneys' fees and costs will be awarded to the prevailing party in the
event of litigation involving and/or relating to the enforcement or interpretation of the contract
and/or any goods sold under it.
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