General Terms of Trade
CISC Semiconductor Corp.
CISC Semiconductor Corp.
Version: September 1st, 2020
The terms contained herein apply to all deliveries made and services rendered by CISC Semiconductor Corp.- a company organised and existing under the laws of California, USA, with its principal place of business at 800 West El Camino Real, Suite 180, Mountain View, CA 94040, USA, which shall be referred to hereinafter as «CISC Semiconductor». Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by CISC Semiconductor.
All quotations made by CISC Semiconductor are binding within their binding period, which is 30 days unless specified differently in writing. All orders placed with CISC Semiconductor or any of its branch offices shall only become effective upon written acknowledgement by CISC Semiconductor, which results in a delivery contract to which the General Terms of Trade of CISC Semiconductor shall apply. Such delivery contract explicitly precludes the application of any terms of purchase contained in order forms or other correspondence of Buyer.
The prices quoted in the acknowledgement of order are generally understood to be in US$ ($). In case of quotations and acknowledgements of orders in foreign currency, the prices shall be bound to the respective foreign currency only as long as the exchange rate of same in relation to the US$ ($) has not changed by more than +/-2 % between the date of acknowledgement of order and the date of delivery. CISC Semiconductor reserves the right, in case of variations by more than +/-2 %, to fix a new price according to the change in the exchange rate for the deliveries outstanding at the moment of such change.
4. CONDITIONS OF DELIVERY
CISC Semiconductor reserves the right to effect part shipments. All prices, unless confirmed to Buyer by CISC Semiconductor in writing (order confirmation), are understood to be ex works CISC Semiconductors principal place of business, uninsured, duty unpaid, packing included.
5. TERMS OF PAYMENT
Invoices have to be paid net and free of expenses within 30 days, as of date of invoice unless specified differently in writing. The non-compliance with the terms of payment or any circumstances reducing Buyer’s creditworthiness which become known to CISC Semiconductor only after entering into the contract may entail the immediate falling due of all payments outstanding and entitle CISC Semiconductor, with a reasonable respite, to withdraw from the contract. Payments overdue shall be charged subsequently with a $135 handling fee and a past-due interest rate of 7 percentage points additionally to the ECB MRO (European Central Bank Main Refinancing Operations) interest rate.
6. TIME OF DELIVERY, CHANGE OF ORDER
The times of delivery indicated in the acknowledgement of order are not binding. There shall be no unilateral right of rescission for an acknowledged order. Any claims for damages caused by delayed delivery, short delivery, or nondelivered are excluded. Unforeseeable events incurred through no fault of CISC Semiconductor or extraordinary events at CISC Semiconductor or its subcontractors or other impediments impossible for CISC Semiconductor to foresee shall entitle CISC Semiconductor to defer the date of delivery for a period equal to the time lost by reason of such event or impediment. In any case Buyer shall be obliged to purchase all products already finished or begun in consequence of the order placed. Notwithstanding CISC Semiconductor may enforce subsequent charges or claims for damages caused by reduced purchase quantity.
7. RESERVATION OF PROPRIETARY RIGHTS
Until complete payment of all invoices the products shall remain the property of CISC Semiconductor. Buyer does not acquire any proprietary rights by incorporating the products into other devices. Any processing of the products delivered by CISC Semiconductor is done on behalf of CISC Semiconductor. If Buyer incorporates the products into outside goods, CISC Semiconductor shall become co-owner of the new goods created, and this according to the proportion of the values of its products to those of the outside products jointly used. Until revoked, Buyer shall be entitled to resell, under reservation of the proprietary rights, the goods delivered, or products created by their processing within the framework of his regular business activity. Until complete payment of the purchase price Buyer shall cede all claims due to him as a result of such resale, to the amount of the value of the products delivered, to CISC Semiconductor. Until revoked, Buyer shall be entitled and obliged to collect the claims ceded. CISC Semiconductor shall be entitled to secure the property under reservation if Buyer does not comply with his contractual obligations, in particular if he handles the property under reservation in an improper manner or comes in default with payment of purchase price. Execution of restitution and securing shall not be deemed a rescission of the contract and shall not revoke Buyer’s obligations, in particular payment of purchase price.
8. PATENT RIGHTS AND COPYRIGHTS
Buyer shall hold CISC Semiconductor harmless against any expense or loss resulting from the infringement of patent rights or copyrights and arising from compliance with Buyer’s designs, specifications, or instructions. By selling a product to Buyer, CISC Semiconductor shall in no case convey any patent right to Buyer. CISC Semiconductor agrees to hold Buyer harmless if any claims resulting from the infringement of a patent tight or copyright applicable in the country of CISC Semiconductors place of business are being asserted against Buyer and if Buyer has notified CISC Semiconductor promptly in writing of such assertion. CISC Semiconductor reserves the right to choose appropriate means of defence, including settlements out of court. Should it not be possible for Buyer to use the products under reasonable circumstances, CISC Semiconductor’s liability shall be limited to either changing or replacing the product so that it constitutes no infringement of patent rights or, at its discretion, taking back products not yet incorporated and refunding the purchase price. CISC Semiconductor shall not be liable for any claims founded on an infringement of patent rights arising from a use of the product contrary to the terms of the contract.
Software, as a set of software programmes, simulation models, pertaining documents, and all subsequent additions including, but not limited to any images, applets, photographs, animations, video, audio, music and text incorporated into the Software are trade secrets or confidential information of CISC Semiconductor. Buyer shall have a non-exclusive and non-transferrable right of use Software with the products for which such software programmes have been delivered. All other rights shall remain with CISC Semiconductor or the programme author respectively.
Software is licensed to Buyer on a specific number of units and/or for a specific number of users, both depending on order, only on Buyers Designated Equipment on Buyers Designated Site together with the Authorisation Codes only for designated use. In the context of this terms Designated Equipment is either: (i) a single server (located at the Designated Site) with one CPU identified by serial number, host identifier, Ethernet address or MAC address on which the Licensed Programs are stored, or; (ii) a computer or workstation, as identified by its serial number, host identifier number, Ethernet address or MAC address, located at the Designated Site, where the Licensed Programs are installed and used only upon the issuance of an electronic “key”. The Designated Equipment shall be of a manufacture, make and model, and have the configuration, capacity (i.e., main memory / data storage memory), operating software version level and prerequisite and co-requisite applications, prescribed in the Documentation as necessary or desirable for the operation of the Software. Furthermore, in the context of this terms Designated Site is the specific address of Buyers facility consisting of one or more buildings within a radius of one mile of where the Designated Equipment upon which the software and its components are installed. Buyer has to guarantee that Software is not accessible to third parties or third countries without CISC Semiconductors prior written approval.
10. TRADE ACCEPTANCE
The products delivered have to be taken over by Buyer, even if they have insignificant defects. The acceptance test shall be carried out by Buyer within fifteen (15) days, as of date of delivery. Should the take- over be delayed by reason of circumstances outside CISC Semiconductors responsibility, the written communication of readiness for dispatch by CISC Semiconductor to Buyer shall be considered the date of delivery. In default of any written communication of inability to take delivery by Buyer within the time for taking delivery, the products shall be deemed accepted. The criteria for acceptance or refusal shall be, in case of products specially developed for Buyer, the specifications or test conditions jointly agreed upon or, in case of standard products, the data sheets issued by CISC Semiconductor effective at the moment of placing of order.
CISC Semiconductor warrants that its tangible products except Software and except prototypes or pre-production series will be free from defects in material (if applicable) and workmanship under normal use in conformity with the terms of the contract. CISC Semiconductors obligations under this warranty shall be discharged, at its option, by repairing, replacing, or giving credit for defective products (if applicable). Buyer has to grant CISC Semiconductor a reasonable period for removing the defects; if Buyer refuses to grant such period, CISC Semiconductor shall be released from warranty. The period of warranty for tangible products except Software is twelve (12) months, as of the acceptance of the products by Buyer (see clause 10).
CISC Semiconductor warrants that its Software delivered is free from defects and workmanship under normal use in conformity with the terms of the contract. CISC Semiconductors obligations under this warranty shall be discharged, at its option, by repairing or replacing. Customer has to grant CISC Semiconductor a reasonable period for removing the defects; if Customer refuses to grant such period, CISC Semiconductor shall be released from warranty. CISC Semiconductor warrants that its developed Software will execute its programming instructions in material conformance with the documentation when properly installed on the Computer.
Due to the complex nature of Software, CISC does not warrant that the operation of the Software will be uninterrupted or error free. The period of warranty for Software is thirty (30) days from the date of delivery. Customer has to give CISC Semiconductor notice of defects, in writing and stating sufficient reasons, immediately but within fifteen (15) days as of delivery of Software at the latest. Any defects that could not be detected within that period in spite of careful examination must be communicated to CISC Semiconductor, in writing and stating sufficient reasons, immediately after becoming known. In default of such immediate communication, any warranty shall be excluded. The warranty shall be ruled out if the Software is handled, after their acceptance, in an improper manner or not in conformity with the instructions recommended and/or documentations handled out by CISC Semiconductor.
Returns shall only be accepted after previous consent by CISC Semiconductor. In case of warranty claim CISC Semiconductor shall defray the transportation cost. A case of warranty shall not prolong the initial period of warranty of 12 months for tangible products and 30 days for Software. In case of unjustified complaints Buyer shall reimburse CISC Semiconductor for all expenses arising from such complaints. Any claims of Buyer beyond the obligations under this warranty are excluded.
All deliveries made, either as products or and services rendered, by CISC Semiconductor are not designed for use in life support appliances, devices, or systems where malfunction of these products can reasonably be expected to result in personal injury. CISC Semiconductor customers using or selling our deliveries for use in such applications do so on their own risk and agree to fully indemnify CISC Semiconductor for any damages resulting from such improper use or sale.
13. OTHER MATTERS
Place of performance and place of jurisdiction for all claims under a delivery contract according to clause 2 shall be CISC Semiconductors place of commercial registration, even if any deliveries have been affected by any branch office of CISC Semiconductor. All delivery contracts shall exclusively be governed by the laws of CISC Semiconductors place of commercial registration. Buyer can pass on his rights and obligations arising under such delivery contracts only upon CISC Semiconductor’s written consent. Buyer shall be liable for the observance of the control regulations of any country up to the end user, if applicable, and explicitly agrees to hold CISC Semiconductor fully harmless. Should any clauses of these General Terms of Trade be or become inoperative, the other clauses shall not be affected thereby.