USA MADE
STATE OF THE ART TECHNOLOGY
HIGH QUALITY MELT BLOWN POLYPROPYLENE
Updated 2021.8.2
Orders for Items placed through aheadsci.com shall be subject to additional terms set forth below in Appendix A: Supplemental Terms for aheadsci.com Transactions.
Items are for commercial use only and not intended for personal or consumer use.
Buyer may offer to buy Items and, in the case of Evaluation Items, may offer to buy and/or take delivery, under these terms by submitting an order to Ahead Scientific. Ahead Scientific may accept or reject any order at Ahead Scientific’s sole discretion.
Where Buyer submits its order through aheadsci.com, Ahead Scientific’s order confirmation is for informational purposes only and does not constitute Ahead Scientific’s acceptance of Buyer’s order or confirmation of an offer to sell and/or deliver an Item. Acceptance takes place only when Ahead Scientific either (i) sends a confirmation that the Item has shipped or (ii) sends an express confirmation of acceptance. Such acceptance only relates to those Items whose shipment have been confirmed or that Ahead Scientific has identified in an express confirmation of acceptance.
The terms in this contract are the sole terms governing Ahead Scientific’s sale or provision of Items to Buyer. Ahead Scientific’s acceptance of Buyer’s offer is expressly limited to these terms. Ahead Scientific hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless Ahead Scientific expressly agrees to such terms in writing. Capitalized words will have the meaning described in the Glossary of Defined Terms located at the end of this contract.
Ahead Scientific may, at any time prior to accepting Buyer’s offer, decline, reject, cancel, or limit Buyer’s order for any reason, including, without limitation: if an Item is not available; if Ahead Scientific determines an Item has an issue requiring repair; in the event of errors in item or pricing information; or if Ahead Scientific (or its authorized business partners) identify issues relating to credit and fraud avoidance. Should this occur, Buyer will be informed and any payments Buyer has made with respect to such Items, if any, will be refunded to Buyer.
Where applicable, Ahead Scientific communicates pricing to customers in various ways (e.g., quotes) and confirms transaction prices with its order acknowledgements. Prior to shipment, Ahead Scientific’s price may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, or other changes to conditions. The final price in effect on the date of shipment as stated in Ahead Scientific’s invoice applies. Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in U.S. Dollars.
For purchases made on aheadsci.com, see Appendix A for additional terms.
Unless Ahead Scientific notifies Buyer otherwise, shipments will be delivered FCA (Incoterms 2010) Ahead Scientific’s point of shipment. Risk of loss or damage will pass to Buyer upon Ahead Scientific’s delivery to the Ahead Scientific designated shipping point. Any subsequent loss or damage will not relieve Buyer from its obligations. Buyer is solely responsible for costs of freight and insurance after delivery to the Ahead Scientific designated shipping point. If Ahead Scientific incurs freight or insurance costs on Buyer’s behalf, Buyer must promptly reimburse Ahead Scientific for such freight or insurance costs.
Unless Ahead Scientific notifies Buyer otherwise, Buyer is importer of record and is responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. Ahead Scientific may deliver Items in installments.
Where applicable, Ahead Scientific will communicate to Buyer an Estimated Ship Date. Ahead Scientific will not be liable for any damage, loss, or expense incurred by Buyer if Ahead Scientific fails to meet the Estimated Ship Date.
Buyer hereby grants Ahead Scientific, for itself and as collateral agent on behalf of each of Ahead Scientific’s subsidiaries, a security interest in (i) all present and future Items sold or delivered by Ahead Scientific to Buyer; (ii) all present and future books and records, including, without limitation, books of account and ledgers, computer programs, computer software, and data relating to Buyer or to any personal property subject to a security interest granted herein; and (iii) all proceeds, whether now owned and existing or hereafter acquired or arising, including, without limitation: (A) all rents, issues, royalties, and profits of or from any of the foregoing, (B) all personal property now or hereafter received by Buyer upon the sale, exchange, lease, transfer, or other disposition of any of the foregoing, and (C) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any of the foregoing or any proceeds thereof to secure the prompt and unconditional payment and performance by Buyer of all indebtedness, obligations, debts, and liabilities owed to Ahead Scientific. Buyer agrees, upon request by Ahead Scientific, to execute promptly any documents and perform any other acts at Buyer’s sole expense that Ahead Scientific deems necessary or advisable to confirm, continue and/or perfect the security interests granted in this Section. In addition to and not in limitation or derogation of the foregoing, Buyer hereby irrevocably authorizes Ahead Scientific to execute and file any one or more financing statements covering all personal property subject to the security interests granted in this Section.
For purchases made on aheadsci.com, see Appendix A for additional terms.
Buyer may cancel or reschedule orders according to the following rules:
Where applicable, Payment is due thirty (30) Days after Ahead Scientific’s invoice date. Ahead Scientific may change or withdraw credit amounts or payment terms at any time for any reason. If Buyer fails to make Payment when due, Ahead Scientific may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. Ahead Scientific will not be liable for, and Buyer will hold Ahead Scientific harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make Payment. Buyer may not deduct any Payment amounts on account of unresolved disputes. Ahead Scientific may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.
For purchases made on aheadsci.com, see Appendix A for additional terms.
Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. Ahead Scientific will add sales taxes to the sales price where required by applicable law and Buyer will pay such taxes unless Buyer provides Ahead Scientific with a duly executed sales tax exemption certificate. If Buyer is required by law to withhold any amount of tax from its Payment to Ahead Scientific, Buyer will take all reasonable steps to minimize such withholding tax, provide Ahead Scientific with a receipt or certificate as evidence the tax has been paid, and reimburse Ahead Scientific for the amount of withholding so that Ahead Scientific receives Payment for the full value of the invoice.
Unless Ahead Scientific notifies Buyer otherwise, with regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Products leave the jurisdictional territory of Ahead Scientific’s point of shipment. Unless Ahead Scientific notifies Buyer otherwise, with regard to domestic shipments and international shipments that do not transit through international waters or airspace, title transfers upon delivery to Buyer’s carrier or nominee at Ahead Scientific’s point of shipment.
Ahead Scientific will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond Ahead Scientific’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, epidemic, pandemic any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, Ahead Scientific may, at its sole discretion, allocate Product production and deliveries.
8.1 Subject to Sections 8.2 through 8.4, 9 and 11 below, Ahead Scientific warrants to Buyer that each (i) Product conforms to Ahead Scientific’s published Specifications for such Product for a period of twelve (12) months after the date Ahead Scientific or a Ahead Scientific-authorized distributor delivers such Product, (ii) Wafer Product and Die Product conforms to Ahead Scientific’s published Specifications for such products for a period of thirty (30) days after the date Ahead Scientific or a Ahead Scientific-authorized distributor delivers such product and (iii) Evaluation Kit will be free of defects in material and workmanship for a period of ninety (90) days after the date Ahead Scientific or a Ahead Scientific-authorized distributor delivers such product.
Notwithstanding the foregoing, Ahead Scientific will not be liable for a nonconforming Item if:
(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than Ahead Scientific, including improper storage, installation or testing, usage of Evaluation Items outside of the instructions set forth in the User Guide or for any Items that were altered or modified in any way by an entity other than Ahead Scientific;
(b) the nonconformity resulted from Buyer’s design, specifications, or instructions for such Products or improper system design; or
(c) where applicable, Buyer has not paid on time.
Testing and other quality control techniques are used to the extent Ahead Scientific deems necessary. Ahead Scientific does not necessarily test all parameters of each Item.
Buyer’s claims against Ahead Scientific under this Section 8 are void if Buyer fails to notify Ahead Scientific of any apparent defects in the Item within ten (10) business days after delivery, or of any hidden defects within ten (10) business days after the defect has been detected.
8.2 Ahead Scientific’s sole liability will be at its option to repair or replace Items that fail to conform to the warranty set forth above, or credit Buyer’s account for such Items. Ahead Scientific’s liability under this warranty will be limited to Items that are returned during the warranty period to the address designated by Ahead Scientific and that are determined by Ahead Scientific not to conform to such warranty. If Ahead Scientific elects to repair or replace such Items, Ahead Scientific will have a reasonable time to complete such actions. Repaired Items will be warranted for the remainder of the original warranty period. Replaced Items will be warranted for a new full warranty period.
8.3 EXCEPT AS SET FORTH ABOVE, ITEMS, WAFER MAPS (AS DEFINED IN THIS CONTRACT) AND ALL RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” Ahead Scientific DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND FOR EVALUATION ITEMS ANY NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
8.4 Ahead Scientific may provide Buyer technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. Buyer agrees that providing these services does not expand or otherwise alter Ahead Scientific’s warranties as set forth above and no additional obligations or liabilities arise from Ahead Scientific providing such services or items. Ahead Scientific PROVIDES ALL SERVICES AND ITEMS TO BUYER (OTHER THAN “ITEMS” DEFINED IN THIS CONTRACT) “AS IS” AND “WITH ALL FAULTS.” AHEAD SCIENTIFIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES AND ITEMS, INCLUDING, BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND FOR ANY NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
9.1 General. Buyer is solely responsible for the design, validation, and testing of its applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning its applications. Industry best practices generally require that Buyer conducts qualification tests on actual applications taking into account possible environmental and other conditions that Buyer’s application may encounter. Buyer represents that, with respect to its applications, it has all the necessary expertise to create and implement safeguards that (1) anticipate dangerous consequences of failures, (2) monitor failures and their consequences, and (3) lessen the likelihood of failures that might cause harm, and to take appropriate remedial actions. Buyer agrees that prior to using or distributing any systems that include Items, Buyer will thoroughly test such systems and the functionality of such Items as used in such systems.
9.2 Industry Standards. Unless Ahead Scientific has explicitly designated an individual Item as meeting the requirements of a particular industry standard (e.g., ISO 9001, IATF 16949, ISO 26262, etc.), Ahead Scientific is not responsible for any failure to meet such industry standard requirements.
9.3 Safety Requirements. Where Ahead Scientific specifically promotes Items as facilitating or demonstrating functional safety features or as compliant with industry functional safety standards, such Items are intended to help enable customers to design and create their own applications that meet applicable functional safety standards and requirements. Using Items in an application does not by itself establish any safety features in the application. Buyer must ensure compliance with safety-related requirements and standards applicable to its applications.
9.4 Specifically Designated Qualification. Ahead Scientific may expressly designate certain Items as completing a particular qualification (e.g., AEC-Q100, Military Grade, or Enhanced Product). Buyer agrees that it has the necessary expertise to select the Item with the appropriate qualification designation for its applications and that proper Item selection is at Buyer’s own risk. Buyer is solely responsible for compliance with all legal and regulatory requirements in connection with such selection.
9.5 No Diagnostic or Life-Critical Medical Use. Evaluation Items are not intended for use with or in connection with a patient or patient diagnostics. Evaluation Items are also not intended for use in Life-Critical Medical Equipment, however, they may be used for evaluation of Ahead Scientific Products in connection with Life Critical Medical Equipment. Buyer may not use any Items in Life-Critical Medical Equipment unless authorized officers of the parties have executed a special contract specifically governing such use.
9.6 No Production Use. Evaluation Items are intended solely for product and/or software developers for use in a research and development setting to facilitate feasibility evaluation, experimentation, or scientific analysis of Ahead Scientific Products. Evaluation Items have no direct function and shall not be used in production applications, or production test platforms, or as test equipment. Buyer may use Evaluation Items for field testing (i.e. to evaluate Buyer’s application) only with Ahead Scientific’s advance written permission. Evaluation Items are not intended for consumer or household use.
9.7 Indemnification by Buyer. Buyer will fully indemnify Ahead Scientific and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with Section 9.
10.1 Subject to Sections 8, 9, 10.2 through 10.5, and 11, Ahead Scientific will defend Buyer against any claim, suit, or proceeding brought against Buyer, insofar as such claim, suit, or proceeding is based on an allegation that Products or Die Products manufactured and supplied by Ahead Scientific to Buyer directly infringe any United States, Canadian, Japanese, or European Union member country patent (excluding utility models), copyright, or trade secret (“Covered Claim”), and Ahead Scientific will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by Ahead Scientific as settlement or compromise of a Covered Claim.
Ahead Scientific has no obligation to defend or indemnify Buyer unless Buyer:
(a) promptly informs Ahead Scientific of the Covered Claim and furnishes Ahead Scientific a copy of the claim, suit, or proceeding,
(b) gives all evidence in Buyer’s possession, custody, or control to Ahead Scientific, and
(c) gives Ahead Scientific reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. Buyer agrees to make available to Ahead Scientific the benefit of any defense available to Buyer to any Covered Claim hereunder, including, but not limited to, any license or option to license or sub-license any intellectual property right that is the subject of such Covered Claim. Buyer will be entitled to participate in its defense at its own expense with counsel of its own choosing.
This Section 10.1 does not apply to Evaluation Items or Wafer Products.
10.2 If Ahead Scientific is obligated to defend Buyer pursuant to Section 10, Ahead Scientific may, but has no obligation to:
(a) obtain a license that allows Buyer to continue the use of the Products or Die Products,
(b) if Buyer is enjoined from using the Products or Die Products, replace or modify the Products or Die Products so as to be non-infringing, but in a manner that does not materially affect the functionality of such products, or
(c) if neither (a) nor (b) is available to Ahead Scientific at a commercially reasonable expense, then Ahead Scientific may stop selling the Products or Die Products to Buyer without being in breach of this contract.
If Ahead Scientific elects to provide either of the options set forth in clauses (a) and (b) above, Ahead Scientific’s obligation pursuant to Section 10.1 will be entirely fulfilled as to that Covered Claim, except for any damages, losses, or costs (excluding consequential and exemplary damages) incurred by Buyer prior to Ahead Scientific taking such action. If Ahead Scientific elects the option set forth in clause (c) above, Ahead Scientific’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims, and Buyer will return to Ahead Scientific any and all Products remaining in Buyer’s possession, custody, or control.
10.3 Ahead Scientific will have no liability or obligation under Sections 10.1 or 10.2:
(a) if Buyer has not purchased the Items subject to the Covered Claim within the thirty-six (36) months preceding the date Buyer informed Ahead Scientific of the Covered Claim,
(b) if Buyer has not fully and promptly paid in full for the Items subject to the Covered Claim,
(c) if the Covered Claim arose because Buyer or Buyer’s customer brought a claim, suit, or proceeding against a third party,
(d) for any costs, losses, or damages resulting from Buyer’s willful acts, or any settlement or compromise incurred or made by Buyer without Ahead Scientific’s prior written consent, and
(e) to the extent that a Covered Claim is based upon:
i. Buyer’s use of the Items in combination with any other Item, device, software, or equipment,
ii. Buyer’s use of the Items in a process, including a manufacturing process
iii. Buyer’s modifications to the Items,
iv. Ahead Scientific’s compliance with Buyer’s particular design, instructions, or specifications, or
v. Ahead Scientific’s compliance with any industry or proprietary standard or Buyer’s use of the Items to enable implementation of any industry or proprietary standard (such claims - i.e., those set forth in (i) through (v) above - are individually and collectively referred to herein as “Other Claims”).
10.4 Buyer will defend Ahead Scientific against any claim, suit, or proceeding brought against Ahead Scientific insofar as such claim, suit, or proceeding is based on Other Claims and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Ahead Scientific for any Other Claims or agreed to by Buyer as settlement or compromise of any Other Claims. Ahead Scientific will be entitled to participate in its defense at its own expense with counsel of its own choosing.
10.5 THE FOREGOING STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD THERETO. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT, AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
11.1 General Limitations. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Ahead Scientific BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE ITEMS, REGARDLESS OF WHETHER Ahead Scientific HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL, REWORK OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM, SUIT, OR ACTION WILL BE BROUGHT AGAINST Ahead Scientific MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.
11.2 Specific Limitations. IN NO EVENT WILL Ahead Scientific’S AGGREGATE LIABILITY FROM ANY USE OF AN ITEM PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT EXCEED THE TOTAL AMOUNT PAID TO Ahead Scientific FOR THE PARTICULAR ITEMS AT ISSUE DURING THE PRIOR TWELVE (12) MONTHS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
11.3 BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
In the event of any default by Buyer, Ahead Scientific may decline to make further shipments. If Ahead Scientific elects to continue to make shipments, Ahead Scientific’s action will not be a waiver of any such default or affect Ahead Scientific’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.
This contract is governed by and interpreted in accordance with the laws of the State of Texas, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties and the remainder of this contract will continue in full force and effect. This contract is not governed by the United Nations Convention on Contracts for the International Sale of Goods. Buyer agrees that non-exclusive jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the State of Texas and consents to venue in Dallas County, Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court and Ahead Scientific may seek injunctive relief in any United States or foreign court.
Exports, re-exports, and transfers of Items may be subject to U.S. export controls and sanctions. Buyer acknowledges and agrees that: i) it will comply with all applicable laws and regulations; ii) Items may not be exported, re-exported, sold or transferred to U.S. embargoed, sanctioned, or restricted destinations, persons, or entities without first obtaining any necessary governmental authorization; and iii) it will provide notice of these compliance obligations to any party obtaining Items from Buyer.
Unless any necessary U.S. and other applicable government authorizations are obtained in advance, Buyer may not export, re-export, transfer, purchase, or sell any Item: (i) for a military end use; (ii) to a military end user; or (iii) for the design, development, fabrication, or use of nuclear, chemical, or biological weapons or missile technology. For additional information, see Part 744 of the U.S. Export Administration Regulations.
Each party shall, at its own expense, secure export and import authorizations necessary to fulfill its obligations under this Section 14. Buyer will indemnify and hold Ahead Scientific (including its agents and representatives) harmless against any damages, costs, losses, and/or liabilities arising out of any Buyer non-compliance with this section. If any required authorization cannot be obtained, or in the event Buyer breaches this Section 14, Ahead Scientific may terminate, cancel, or otherwise be excused from any obligations that it may have under these Terms. Item classifications are for Ahead Scientific convenience only and shall not be construed as a representation or warranty of any kind; Buyer is responsible for its own compliance obligations. This section will survive any termination or expiration of these Terms.
If Buyer intends to use Items in the performance of a U.S. Government contract or subcontract where Federal Acquisition Regulations, Defense Federal Acquisition Regulations Supplements, or other applicable government procurement rules or regulations (collectively, “Government Procurement Regulations”) will apply, Buyer will inform Ahead Scientific in writing of each applicable Government Procurement Regulation before Buyer submits an applicable purchase order for the Item. Unless otherwise agreed upon in writing and signed by Ahead Scientific, (i) no Government Procurement Regulations will apply, (ii) Ahead Scientific will not provide certified cost or pricing data, and (iii) Cost Accounting Standards, Defective Pricing, and Audit requirements will not apply.
This contract is not assignable by Buyer without Ahead Scientific’s prior written consent. Any unauthorized assignment is null and void. No provision in this contract confers any benefits, rights, or remedies to any person other than Buyer or Ahead Scientific. Ahead Scientific’s affiliates and subsidiaries may perform all or any part of Ahead Scientific’s obligations under this contract.
Buyer understands that the Wafer Maps and the regions between the individual die, known as the scribe streets, in Wafer Products contain confidential information. Buyer agrees to protect the confidentiality of the Wafer Maps and the Wafer Products and to prevent any disclosure to third parties.
Ahead Scientific does not provide notice with respect to the modification or discontinuation of Evaluation Kits and/or pre-production products.
This contract constitutes the entire agreement between the parties relating to the sale of Items and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No addition to or modification or waiver of any provision of this contract will be binding upon Ahead Scientific unless made in writing and signed by a duly authorized Ahead Scientific representative. Electronic communications, including emails and/or social media communications, are not signed writings for purpose of this section. No course of dealing or trade usage or course of performance will be relevant to explain or supplement any term in this contract. In the event of any conflict between these Terms of Sale and the Supplemental Terms for aheadsci.com Transactions in Appendix A, the Supplemental Terms for aheadsci.com Transactions shall prevail and govern with regard to aheadsci.com Transactions. For all other transactions, these Terms of Sale will prevail notwithstanding any different, conflicting, or additional terms that may appear on any purchase order or other writing not expressly incorporated herein, including, but not limited to, data sheets, application notes, purchase order acknowledgements, and online communications. The section headings contained in this contract are for reference purposes only and will not affect in any way the meaning or interpretation of this contract.
For full warranty and support, customers must purchase Ahead Scientific products through Ahead Scientific’s authorized sources. Ahead Scientific does not provide device authentication or support for products purchased outside of Ahead Scientific’s authorized sources due to uncertainty regarding authenticity, storage and handling.
Buyer means a person or entity purchasing and/or taking delivery of Items directly from Ahead Scientific.
Covered Claim has the meaning defined in Section 10.1.
Days means calendar days unless otherwise stated.
Die means individual integrated circuits formed on a semiconductor wafer.
Die Products means Die that passed Ahead Scientific probe test.
Estimated Ship Date or ESD means the date estimated by Ahead Scientific for shipment of the Product from the applicable Ahead Scientific location.
Evaluation Kit means an electronic assembly sold or otherwise provided to Buyer for use in a research and development setting, outside of Ahead Scientific, to facilitate feasibility evaluation, experimentation, or scientific analysis primarily involving Ahead Scientific Products. Evaluation Kit(s) includes evaluation kits, evaluation modules (EVMs), evaluation boards, development kits, and emulators, and as-built reference designs.
Evaluation Item means an Evaluation Kit, a Pre-Production Product, and/or a Sample. For clarity, and without limitation, the term “Evaluation Item” or “Evaluation Items” excludes: Products, services, marketing collateral, software, Wafer Products and Die Products.
Government Procurement Regulations has the meaning set forth in Section 15.
IC means integrated circuit.
Item means Products, Evaluation Items, Die Products and/or Wafer Products.
Life-Critical Medical Equipment means medical equipment where failure of such equipment would cause serious bodily injury or death (e.g., life support, pacemakers, defibrillators, heart pumps, neurostimulators, and implantables). Such equipment includes, without limitation, all medical devices identified by the U.S. Food and Drug Administration as Class III devices and equivalent classifications outside the U.S.
Non-Standard Product means a Product, Die Product or Wafer Product designated by Ahead Scientific as “Non-Standard.” This designation includes products customized for a single customer, or non-custom products primarily purchased by a single customer.
Other Claim has the meaning defined in Section 10.3(e).
Payment means Ahead Scientific has received cleared funds from Buyer in Ahead Scientific’s bank account on or before the invoice due date.
Pre-Production Product means a packaged integrated circuit product that Ahead Scientific has not qualified and released to market, and for which quality assurance, reliability performance testing and/or process qualification may not have been completed. The term “Pre-Production Product” includes prototypes, experimental devices, and devices designated as “advance” or “preview” in Ahead Scientific datasheets. For clarity, and without limitation, the term “Pre-Production Product” or “Pre-Production Products” excludes: services, reference designs, marketing collateral, software, Wafer Products, Die Products, and evaluation modules (EVM’s). Ahead Scientific may provide these items or services to Buyer under separate terms.
Product means a packaged integrated circuit product that Ahead Scientific has qualified and released to market. For clarity, and without limitation, the term “Product” or “Products” excludes: services, reference designs, marketing collateral, software, Evaluation Items (including Ahead Scientific’s Sample program), Wafer Products and Die Products.
Sample means a Product or Pre-Production Product that Ahead Scientific provides to Buyer free of charge for evaluation or testing purposes.
Specification means measurable electrical and physical characteristics of a particular Product, Die Product or Wafer Product listed in the then-current official data sheet (including errata) for that Product.
Standard Product means a Product, Die Product or Wafer Product designated by Ahead Scientific as “Standard.” This designation includes catalog products offered and/or sold to many customers.
Wafer Map means a document used to distinguish Die Products from Die that did not pass Ahead Scientific probe test for a particular Wafer Product.
Wafer Products means a semiconductor wafer including a multitude of un-singulated Die Products and a multitude of un-singulated Die that did not pass Ahead Scientific probe test. For clarity, the term “Wafer Products” does not include Wafer Maps.
Please carefully read the following Supplemental Terms for aheadsci.com Transactions, which are legally binding. For any questions regarding your aheadsci.com order, please contact the Ahead Scientific support center via email or phone as specified here.
These terms apply to all orders You place through aheadsci.com and all items supplied by Ahead Scientific to You through aheadsci.com ("aheadsci.com Items") and are intended to supplement the Terms of Sale. Visiting aheadsci.com and/or placing orders through aheadsci.com are referred to as "aheadsci.com Transactions".
With every aheadsci.com Transaction You accept and agree to these terms as well as Ahead Scientific's Terms of Use, Privacy Policy and Cookie Policy and any associated terms, notices or disclaimers that accompany aheadsci.com Items or related materials.
You agree that Ahead Scientific may receive, use, and/or disclose to third parties the information, including personal data provided (including billing information): (i) to process Your order(s) for aheadsci.com Transactions; (ii) to facilitate shipment, delivery or processing of payment transaction(s); and (iii) for communications regarding Your order and aheadsci.com Items. Ahead Scientific's Privacy Policy shall apply to the handling of information, including personal data provided by You.
If You are placing an order on behalf of a business, You represent and warrant that You are authorized to accept these terms as well as the Terms of Sale on behalf of the business. You agree that You will hold harmless and indemnify Ahead Scientific and its subsidiaries, officers, agents, and employees from any claim, suit or action due to Your culpable behavior arising from or related to Your order, the use of aheadsci.com, or any violation of these terms or the Terms of Sale, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys' fees.
1. aheadsci.com Prices, Fees, Availability and Invoicing.
Prices are for aheadsci.com Items only and do not include transaction taxes (such as value-added taxes, goods and services tax, consumption tax, sales tax), shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of aheadsci.com Items, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). You are responsible for any Additional Fees.
Ahead Scientific cannot confirm the price or availability of a aheadsci.com Item or Additional Fees until after You place Your order, but prior to Ahead Scientific's acceptance of Your offer (as described in Section 1 of the Terms of Sale). Despite Ahead Scientific's efforts, a small number of aheadsci.com Items may be mispriced and/or Additional Fees may be miscalculated. If (i) the correct price of a aheadsci.com Item is higher than the price stated on aheadsci.com at the time You place Your order or such aheadsci.com Item is not immediately available for shipment or (ii) the correct Additional Fees are higher than the Additional Fees stated on aheadsci.com at the time You place Your order, Ahead Scientific may, at its discretion, either contact You for instructions before shipping Your order or reject and cancel Your order and notify You of such rejection and cancellation. Product information, price, and availability of aheadsci.com Items are subject to change at any time before acceptance of Your order without prior notice.
Final pricing of aheadsci.com Items, Additional Fees and delivery and shipping details will appear on the financial invoice for Your order (the "Financial Invoice"), which will be available immediately prior to shipment. You may access Your Financial Invoice by logging into Your MyAhead Scientific account and viewing Your order history, or if You placed Your order as a guest, by requesting a copy of Your Financial Invoice from the Ahead Scientific Support Center. If You elected to pay for Your order using a line of credit, You may have to access Your Financial Invoice through Your line of credit issuer instead.
Unless Ahead Scientific notifies You otherwise, shipments will be delivered to the named place of destination indicated in Your order in accordance with the shipping terms indicated in the shipping instructions of Your order.
By placing an order, You authorize each vendor as Ahead Scientific may select to ship aheadsci.com Items to pay Additional Fees on Your behalf to governmental authorities where applicable. Additional Fees may be charged directly to You and are not included in the price of Your order.
3. Returns and Refunds
Except and to the extent expressly required by applicable law, or as otherwise provided in these terms, Ahead Scientific does not offer any refunds, returns, or exchanges. Any refunds made will be made in full within thirty (30) working days from the day Ahead Scientific receives return of the Items. No refunds will be made for any postage, packaging costs, or Additional Fees except as otherwise required by applicable law.
4. aheadsci.com Payment Terms.
Unless otherwise agreed by You and Ahead Scientific in writing, all applicable payments must be made in full prior to the time of shipment of aheadsci.com Items. Ahead Scientific may preauthorize the approximate full order amount with Your credit or debit issuer at the time You place Your order which may impact Your available credit line. By confirming Your order at the end of the checkout process, You agree to accept and pay for the aheadsci.com Items as well as all Additional Fees. Generally, You will not be charged for Your order until the order is shipped; however, You may be charged at the time Your order is placed depending on the payment method You select.
You represent and warrant that You have the right to use any credit card or other payment methods that You provide and that all billing information You provide to Ahead Scientific is truthful and accurate. Ahead Scientific may require additional information or verifications prior to accepting any order.
5. aheadsci.com Use of Coupon Code.
At Ahead Scientific’s discretion, Ahead Scientific may provide Coupon Code to You. In order to redeem a coupon, You may enter the coupon code in the space provided and, if the coupon is valid, savings will appear at checkout. If the coupon code is not entered at the time of purchase, the coupon will not be honored. Coupons are not redeemable for cash or cash equivalent. Coupons cannot be used to make adjustments on previous purchases and are not transferable, not for resale and cannot be combined with any other offers, promotions, coupons or discounts.
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