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1. Scope and Acceptance. These Terms and Conditions of Sale govern your purchase of goods ("Products") from Tier 1 Silicon, LLC, a Delaware limited liability company doing business as Tier 1 Silicon ("Tier 1").
2. Price, Payment and Taxes. The price for the Products is the price shown on Tier 1’s Quote. Shipping, handling, customs and taxes are in addition to the cost of the Product. All applicable federal, state and local taxes will be your responsibility, but Tier 1 shall have the right to invoice and collect or withhold any tax. Extension of credit terms and limits are at the sole discretion of Tier 1 and may be reduced or revoked by Tier 1 at any time. Tier 1’s standard credit terms are net 30 days.
3. Shipping. All items will be shipped F.O.B. Tier 1’s warehouse. Title and risk of loss will pass to you when the Products are placed with the shipper.
4. Claims and Damages. Your inspection of the Products, any proposed rejection of the Products, and notification to Tier 1 of proposed rejection must occur within 30 days of receipt of the Products. You may reject Products only if they are damaged or the Products fail to meet the Specification.
5. Returns. Tier 1 shall have the option to replace or grant you a credit for the value of Products returned to and accepted by Tier 1 as damaged or failing to meet the Specifications. Products returned for credit or exchange will be accepted only under the following conditions: (a) Prior to returning any Products to Tier 1, approval and a return authorization number (“RMA”) must be obtained. Freight carrier and routing must also be approved by Tier 1; (b) Products received by Tier 1 without prior approval and RMA will be returned, freight collect, to you; (c) all returns should be shipped freight prepaid F.O.B. Tier 1 at the location specified by Tier 1 when you receive an RMA. If Tier 1 determines your claim for damage or failure to meet the Specifications is valid, your account will be credited the appropriate shipping charges.
6. Warranty. Tier 1 warrants that the Products will conform to the Specifications and that Tier 1 will transfer to you good and valid title in the Products free and clear of all liens. TIER 1 EXPRESSLY DISCLAIMS ANY ADDITIONAL EXPRESS OR IMPLIED WARRANTIES, WARRANTY OF MERCHANTABILITY OR NON-INFRINGEMENT, AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. No agent, employee, or other representative of Tier 1 shall have authority to bind Tier 1 to any representation, promise, affirmation, or warranty regarding the Products. It is your responsibility to select items suitable for your use. You represent and warrant that all information you supply to Tier 1 in connection with your order of Products and transacting business with Tier 1 is correct and complete.
7. Limitations of Liability; Indemnification. No claim made hereunder or in connection with the purchase of the Products by you, whether as to Products delivered or for non-delivery, shall be greater than the purchase price of the Products in respect of which such claim is made. YOU WAIVE ANY CLAIM AGAINST TIER 1 FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND BUSINESS INTERRUPTION, WHICH MAY RESULT FROM YOUR PURCHASE AND/OR USE OF THE PRODUCTS, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE, AND EVEN IF TIER 1 HAS BEEN ADVISED OF THE POSSIDILITY OF SUCH DAMAGES. You agree to indemnify and hold Tier 1 harmless from all claims, demands, and costs, including reasonable attorneys' fees, made by third parties against Tier 1 relating to your use of the Products.
8. Governing Law, Exclusive Forum. The Agreement shall be governed by the laws of the State of California. Products shall be deemed and shall qualify as goods under the Uniform Commercial Code as adopted in California. Any controversy or claim arising out of or relating to the purchase of Products from Tier 1, or the breach of these Terms and Conditions of Sale, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; provided that you will reimburse Tier 1 for any and all costs resulting from or incurred in connection with the collection of any monies due by you, or enforcing Tier 1’s' rights under these Terms and Conditions of Sale. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9. Integration. These Terms and Conditions of Sale constitute the full and entire understanding and agreement between Tier 1 and you with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly superseded.
10. General. If Tier 1 fails to insist on performance of any term or condition, or fails to exercise any right or privilege hereunder, such failure shall not constitute a waiver of such term, condition, right or privilege. Any provision of this Agreement that is held unenforceable or invalid for any reason shall be severed and the remainder of the Agreement shall continue in effect.