A. The term "Company" as used herein shall mean Linear Integrated Systems, Inc.

B. The term "Buyer" as used herein shall mean a party placing a purchase order for the Company products (the "Products").

C. 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.

 

1. SCOPE

These Terms apply to all quotations and offers made by and purchase orders accepted by the Company. Acceptance of Buyer's order is conditioned upon Buyer's acceptance of these Terms, whether by written acknowledgment, implication, or acceptance and payment of goods ordered. Any conflicting or additional terms provided by the Buyer are specifically rejected. Any changes in these Terms must be agreed upon in writing by a corporate officer of the Company.

 

2. PRICES, TAXES, AND DUTIES

Prices are quoted in U.S. Dollars and may change without notice. Prices are firm and not subject to renegotiation, except at the Company's discretion. All prices exclude international duties, foreign taxes, and US federal, state, and local taxes. Buyer shall pay all applicable taxes and duties and indemnify the Company against any related expenses.

 

Any price reductions based on volume discounts will be revoked if the Buyer reduces the number of parts purchased below discount levels. All price quotations are valid for 30 days, and parts must be delivered within 180 days from the quotation date. The Company may extend the validity of quotations at its discretion.

 

3. PAYMENT TERMS

Payments shall be in U.S. Dollars. Net terms may be granted upon approval. Customer agrees to remit payment for the invoice in full by the agreed-upon due date. Should payment extend beyond the specified Net Terms, Customer acknowledges and accepts that any outstanding fee not settled within five (5) days from its due date shall accrue interest at a rate of 2.5% per month, commencing from the fifth (5th) day after the due date until payment is made. Upon payment, all fees become nonrefundable. Linear Systems retains the right, at its discretion and at any point, to adjust the monthly interest rate for overdue invoices. The Company may require payment in advance or C.O.D. The Company may suspend performance or require cash payment or other assurances if Buyer’s financial condition warrants it. Payment must be made in Alameda County, California, where any collection action may be brought. Cancellations or reschedules must be requested in writing within seven (7) days of order submission. Otherwise, the Buyer must pay liquidated damages equivalent to the full purchase price.

 

4. TITLE AND DELIVERY

All sales are EXW (Incoterms 2000) point of shipment in the U.S. Title passes to the Buyer upon receipt of payment in full. The Company is not responsible for damage or delays after delivery to the carrier. Any claims for damages must be filed with the carrier. Shortage claims must be made within ten (10) days of shipment arrival. The Company may deliver in installments and is not liable for failure to meet delivery schedules or costs of procuring substitute goods.

 

5. ACCEPTANCE

Buyer must inspect products upon receipt and file any claims for damage, shortages, or nonconformity immediately. Claims must be made within 30 days of receipt. No returns are accepted without a Return Material Authorization ("RMA").

 

6. LIMITED WARRANTY

The Company warrants products against defects in workmanship and materials for 90 days, subject to terms and conditions. The warranty does not apply to products subject to misuse, neglect, or unauthorized modifications. The Company's liability is limited to rescreening, reprocessing, replacing nonconforming products, or issuing credit for the purchase price. Warranty is contingent upon full payment. All other warranties are disclaimed.

 

7. INFRINGEMENT

Buyer indemnifies the Company against any claims of intellectual property infringement resulting from compliance with Buyer’s designs or specifications. The Company is not liable for any infringement claims arising from the use of products in combination with non-Company products.

 

8. FORCE MAJEURE

The Company is not liable for failure to perform due to unforeseen circumstances or causes beyond its control, such as natural disasters, war, or labor shortages. Delivery dates may be deferred during such delays.

 

9. CANCELLATIONS AND RESCHEDULES

No cancellations or reschedules will be accepted within thirty (30) days of the earliest requested ship date.

 

10. LIMITATION OF LIABILITY

The Company, its employees, officers, and directors are not liable for any breach of this Agreement, product order, or terms and conditions for business interruption costs, special, incidental, or consequential damages. Liability is limited to the amount paid by the Buyer for the products giving rise to the claim.

 

11. LIFE SUPPORT AND OTHER APPLICATIONS

The Company's products are not authorized for use in life support devices or other critical applications without express written approval. Buyer assumes full risk and liability for such use and indemnifies the Company against related claims.

 

12. MIL-STD CLASS H AND CLASS K APPLICATIONS

The Company's products are not authorized for use in MIL-STD Class H and Class K applications without express written approval. Buyer assumes full risk and liability for such use and indemnifies the Company against related claims.

 

13. EXPORT CONTROL

Buyer agrees to comply with all applicable U.S. and destination country laws and regulations, including export controls. Buyer indemnifies the Company against damages from breaches of these laws.

 

14. RELATIONSHIP OF PARTIES

Buyer is an independent contractor and responsible for its employees and agents. Buyer indemnifies the Company against any claims arising from Buyer’s activities.

 

15. LEAD-FREE, ROHS COMPLIANT PARTS

The Company warrants products to be lead-free and RoHS compliant when ordered correctly. Electrical performance is guaranteed, but packaging reliability is not. Buyer indemnifies the Company against claims related to the use of non-compliant parts.

 

16. PRODUCT DISCONTINUANCE

The Company reserves the right to discontinue any product at any time, with an attempt to provide twelve (12) months' notice. The Company is not liable for costs or damages due to product discontinuance.

 

17. ORDER ACCEPTANCE

The Company reserves the right to reject any purchase order and is not liable for costs or damages resulting from non-acceptance. Selected parts are sold on a Non-Cancellable, Non-Returnable basis. Buyer’s purchases are final and subject to terms and conditions for NCNR parts.

 

18. DATECODE POLICY

Linear Systems does not accept any restrictions on the sale or shipment of parts based on the device date code unless there are design-specific technical requirements agreed upon by both Linear Systems and the buyer. Linear Systems reserves the right to ship any date code for customer orders and samples. Linear Systems does not acknowledge a correlation between field failures and date codes exceeding 36 months. The Linear Systems Warranty applies to all products regardless of device date codes.

 

19. CONTROLLING LAW

These terms and conditions are governed by the laws of the State of California, with sole jurisdiction and venue in Alameda County, California.

 

20. GENERAL LEGAL

Linear Systems sells product based on our Terms & Conditions, not those of the purchaser. These terms constitute the entire contract and supersede all previous communications. Any changes must be agreed upon in writing. Unenforceable sections do not affect the remaining terms. Failure to enforce any provision does not waive it. Notices must be in writing and sent to the specified Company address. The prevailing party in any legal action is entitled to recover attorney's fees and costs.

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Rev. J 07082024