Terms & Conditions
Our terms and conditions.
A. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions that are not a part of the original price quotation.
B. Prices are exclusive of all federal, state, municipal or other government excise, sales, use, value added, occupational or like taxes, tariffs, customs, duties and importing fees. Prices are consequently subject to increase by the amount of any such tax, tariff, duty or fee that RFMD® pays or is required to pay or collect upon sale or delivery of products. Any certificate of exemptions or similar document or proceeding required to exempt the sale of products from sales or use tax liability shall be obtained by Buyer, at its expense.
2. Terms of Payment
Terms are cash upon delivery, except where satisfactory open account credit is established, in which case terms are net thirty (30) days from the date of invoice. RFMD reserves the right at any time to revoke any credit extended to Buyer for any risk deemed sufficient by RFMD. RFMD will issue invoices on delivery in the case of all products; if deliveries are authorized in installments, each shipment shall be invoiced and payable when due without regard to other scheduled deliveries. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month (18% per year) or, if less, the maximum rate permitted by law. All amounts owed by Buyer with respect to which there is no dispute shall be paid without set-off of any amount that Buyer may claim is owed by RFMD and regardless of any other controversies that may exist.
back to top
A. All U.S. domestic deliveries are FOB Shipping Point. All international deliveries are FCA Seller's Factory (Incoterms 2000).
B. Title and risk of loss, with respect to the products shall pass to Buyer when delivery is made under Incoterms 2000 regardless of whether RFMD will install or supervise the installment of the products. Buyer hereby grants to RFMD a security interest in the products as security for the performance by Buyer of all its obligations hereunder.
C. Products held or stored by RFMD for Buyer shall be at the sole risk of Buyer, and Buyer shall be liable for the expense to RFMD of holding or storing products at Buyer's request.
D. RFMD shall make deliveries in installments and shall bill partial shipments as made.
E. All products will be scheduled for shipment in accordance with RFMD's applicable shipment sequence and RFMD will confirm in writing, and amend as appropriate, the shipment schedule. Under no circumstances shall RFMD be liable to Buyer for any delay either in shipment or in delivery.
4. Source Inspection
Source inspection by Buyer or Buyer's customer must be stipulated in writing, at the time of ordering, and is subject to reasonable charges and safety and security conditions. Buyer shall have no right of access to RFMD's plant except as specifically authorized in advance by RFMD. Buyer or Buyer's agent shall indemnify and hold RFMD harmless from any and all suits, damages, and expenses of Buyer, its agents or customers resulting from personal injury including death or loss or damage of property occurring during, or in connection with, any visit to RFMD's plant.
back to top
Unless specific instructions to the contrary are supplied by Buyer, RFMD will select the carrier and ship the products to Buyer's address indicated on Buyer's purchase order. RFMD will not assume any liability in connection with the shipment or constitute any carrier as its agent. Buyer shall be responsible for making all claims with carriers, insurers, warehouses and others for non-delivery, loss, damage or delay. All claims for damage to products or shortage must be made within thirty (30) days of shipment.
RFMD offers to sell and deliver the products and services specified herein in accordance with the terms and conditions hereof. THIS OFFER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER ARE HEREBY REJECTED UNLESS EXPRESSLY ASSENTED TO IN WRITING BY RFMD.
back to top
7. Cancellation, Rescheduling, Returns and Modifications
Any request for order cancellation, rescheduling, return, or modification must be made in writing and approved in writing by an authorized agent of RFMD at its principal office in North Carolina. No cancellations, quantity decreases, or push-outs may be made within 30 days of Factory Commit Date (FCD).
8. Cancellation Charges
A. For standard products, Buyer may cancel and/or reschedule subject to the following limitations and charges based upon the number of days from the date RFMD receives Buyer's written notice of cancellation to the FCD for the cancelled products:
a) Within 30 Days of FCD - No cancellations.
b) Between 30 and 90 days of FCD - No cancellations, however, Buyer may reschedule the line item to ship no later than 90 days from the original FCD.
c) More than 90 days from FCD - Cancellations accepted at no charge.
B. For non-standard products, built to Buyer's specifications or pursuant to RFMD's design, Buyer shall have no right to cancel or reschedule the delivery at any time. Orders for standard RF integrated circuit products ordered in non-standard tape and reel quantities are non-cancelable and non-returnable.
back to top
Buyer shall not return any products for any reason without the prior authorization of RFMD and the issuance by RFMD of a Return Material Authorization (RMA). Returns must be shipped using RFMD's preferred carrier. The RMA shall specify the RMA number, the terms and conditions upon which returns may be made, and RFMD's preferred carrier. The RMA number must be marked on the outer shipping carton when products are returned. Returns made without obtaining prior authorization or without the RMA number properly marked on the outer shipping carton will be returned to sender at Buyer's expense. Products for which the seal of the anti-static shipping bag has been broken may not be returned.
10. Returns for Credit
RFMD, at its option, may accept or reject any request by Buyer to return product for credit. If authorization is granted, Buyer shall pay RFMD a restocking fee equal to 35% of the current list price for standard products for each product returned, in addition to charges for unearned discounts, and any other reasonable charges. Buyer shall not return product without first obtaining an RMA number as stated above.
back to top
11. No Modification or Reverse Engineering
Buyer agrees that it will not modify, adapt, alter, translate, or create derivative works from any of the products purchased under this Agreement or derive, attempt to derive or direct others to derive the source code of any software product or the physical structure or technical properties of any other product purchased under this Agreement by reverse engineering, disassembly, decompilation or any other means.
RFMD warrants that each product will be free of defects in material and workmanship for a period of one (1) year. This warranty commences on the date the product is shipped by RFMD. RFMD's sole liability and responsibility under this warranty is to repair, replace or issue a credit for the purchase price of any returned product which RFMD determines does not conform to the warranty. Product returned to RFMD for warranty service will be shipped to RFMD at Buyer's expense and will be returned to Buyer at RFMD's expense. In no event shall RFMD be responsible under this warranty for any defect which is caused by negligence, misuse or mistreatment of a product or for any unit which has been altered or modified in any way. The warranty for replacement products shall terminate with the warranty of the product.
back to top
13. Warranty Disclaimer
RFMD'S EXPRESS WARRANTY TO BUYER CONSTITUTES RFMD'S SOLE LIABILITY AND BUYER'S SOLE REMEDY. RFMD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14. Defense of Infringement Claims
If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by RFMD to Buyer, infringes a United States Patent, United States copyright, United States trademark or other United States intellectual property right, and if RFMD is promptly advised of any such claim or action by Buyer, then RFMD shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise, and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, RFMD shall at its sole option and expense, either procure for Buyer the right to continue using the product, replace or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. RFMD shall not have any liability or obligation under this paragraph if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by RFMD; (ii) use of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if RFMD has been advised of such use; or (v) RFMD's compliance with Buyer's designs, specification or instructions. In no event shall RFMD's total liability to Buyer under this section exceed the aggregate sum paid to RFMD by Buyer for the infringing products.
back to top
15. Substitutions and Modifications of Specifications; General Product Change and Obsolescence/End of Life Notifications
RFMD assumes the right to make substitutions and modifications in the specifications of any of the products or parts thereof designed by RFMD provided such substitutions or modifications will not materially affect the performance of such products. All general product change and obsolescence /end of life notifications for RFMD standard product offerings may be viewed at www.pcnalert.com ("PCN Alert"). It is Buyer's responsibility to check PCN Alert for these notifications and Buyer shall be deemed to have received notice of the notifications when they are posted on PCN Alert. Any questions regarding PCN Alert should be sent via email to PCNresponse@rfmd.com .
This Agreement is not assignable by Buyer and any attempt to assign any rights, duties or obligations arising hereunder shall be void.
back to top
17. Force Majeure
RFMD shall not be liable for any loss or damage resulting from any delay in delivery or failure to give notice of delay when such delay is due to any cause or event beyond RFMD's control, including, without limitations, acts of nature, acts of terrorism, unavailability of supplies or sources of energy, riots, wars, fires, strikes, labor difficulties, delays in transportation, delays in delivery or defaults by RFMD's vendor or acts or omissions of Buyer. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and Buyer shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for period in excess of one-hundred-twenty (120) days, RFMD or Buyer shall have the right by written notice to the other to cancel the order for the products subject to the delayed delivery without further liability of any kind.
18. Limitation of Liability
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BY AN AUTHORIZED AGENT OF RFMD, RFMD SHALL NOT BE LIABLE TO BUYER, ITS CUSTOMERS OR ANY OTHER THIRD PARTY, IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, FOR ANY LIABILITY, LOSS, DAMAGE, COST OR EXPENSE ARISING OUT OF ANY CLAIM FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RELATED TO THE PRODUCTS SOLD HEREUNDER. IN NO EVENT SHALL RFMD BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OPPORTUNITIES OR INTERRUPTION OF BUSINESS) OR PUNITIVE DAMAGES DUE TO ANY CAUSE WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, STRICT LIABLITY, OR OTHERWISE, EVEN IF WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS CONTRACT FAIL THEIR ESSENTIAL PURPOSE. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST RFMD MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. IN NO EVENT SHALL THE ACCRUED TOTAL LIABILITY OF RFMD FROM ANY LAWSUIT, CLAIM, WARRANTY OR OTHER DISPUTED MATTER EXCEED THE AGGREGATE SUM PAID TO RFMD BY BUYER UNDER THE ORDER THAT GIVES RISE TO SUCH LAWSUITS, CLAIM, WARRANTY OR DISPUTE.
back to top
19. Use in Safety and Life Support Applications
THE PRODUCTS SOLD BY RFMD TO BUYER HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS WHERE FAILURE CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY OR DEATH (INCLUDING, WITHOUT LIMITATION, FOR NAVIGATION, WEAPONRY, AVIATION, NUCLEAR OR SAFETY EQUIPMENT, FOR SURGICAL IMPLANT, FOR RESCUE OF PERSONS OR TO SUPPORT, PROTECT OR SUSTAIN LIFE). BUYER USES, MARKETS AND SELLS THE PRODUCTS FOR SUCH APPLICATIONS AT ITS SOLE RISK AND EXPENSE, AGREES TO INDEMNIFY AND HOLD RFMD HARMLESS FROM ANY AND ALL DAMAGES, COSTS OR EXPENSES ARISING FROM ANY CLAIM OR ACTION OF ANY THIRD PARTY BASED ON THE ACTUAL OR ALLEGED FAILURE OF A PRODUCT TO PERFORM SUCH APPLICATIONS AND AGREES THAT RFMD'S WARRANTY IN THIS AGREEMENT DOES NOT EXTEND TO ANY SUCH APPLICATIONS.
All rights and remedies of RFMD hereunder shall be cumulative and may be exercised singularly or concurrently. In the event that either party shall on any occasion fail to perform any term herein and the other party shall not enforce that term, failure to enforce on that occasion shall not prevent enforcement on any other occasion.
back to top
21. Governing Law
This Agreement is made in, governed by and shall be construed in accordance with the laws of the State of North Carolina without regard to conflicts of laws principles. If the products purchased hereunder are purchased by a Buyer residing in a country other than the United States, then the parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from this Agreement.
The ultimate shipment of potential orders solicited by Buyer shall be subject to the right and ability of RFMD to make such sales and shipments under all policies, decrees, orders, laws, rules and regulations of the United States government and agencies and instrumentalities thereof presently in effect, or which may be in effect hereafter, which govern exports or otherwise pertain to export controls, including, without limitation, the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR) and Office of Foreign Assets Control (OFAC) regulations.
Any order which has been accepted by RFMD but which cannot be fulfilled due to such policies, decrees, orders, laws, rules or regulations shall be considered to have been rejected when submitted to RFMD for acceptance or rejection. Buyer shall not transfer, directly or indirectly, any product or technical data received from RFMD or the direct product of such data, to any destination subject to export restrictions under U.S. law, unless prior written authorization is obtained from the appropriate U.S. government agency.
back to top
23. Entire Agreement and Amendments
The terms and conditions herein, constitute the entire agreement between the parties and supersede all previous communications, whether oral or written. Any changes to this Agreement may be made only upon mutual agreement of the parties in writing.
24. Federal Contract Terms
In any order entered into with the federal government, or in any order entered into with any other party that is a subcontract of a contract entered into with the federal government:
a) only those clauses of the federal acquisition regulations that the regulations themselves mandate for a party in RFMD's position, given all relevant limitations including RFMD's status as a supplier or a subcontractor and the size and type of contract, apply; and
b) RFMD retains proprietary rights in all technical data and computer software provided under such order. Only limited rights or restricted rights are provided to the federal government under the narrowest provision of those rights that the regulations allow, and no rights (including rights of audit of RFMD's cost or pricing data) are provided to any other party, including the prime contractor or any higher tier subcontractor.
back to top