TI TERMS OF SALE

1. Applicability, Offer and Acceptance. 

The terms in this contract are the sole terms governing TI’s sale or provision of Items to Buyer. TI’s acceptance of Buyer’s offer is expressly conditioned upon Buyer’s acceptance of these terms and limited to these terms.  TI hereby objects to and rejects any additional or different term proposed by Buyer, including those contained in Buyer’s purchase order, unless TI expressly agrees to such terms in writing. Buyer accepts and agrees to these terms as well as TI's Terms of Use, Privacy Policy and Cookie Policy and any associated terms, notices or disclaimers that accompany Items or related materials.

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 TI. TI may accept or reject any order at TI’s sole discretion.

TI’s order confirmation is for informational purposes only and does not constitute TI’s acceptance of Buyer’s order or confirmation of an offer to sell and/or deliver an Item. Acceptance takes place only when TI either (i) sends a confirmation that the Item has shipped or (ii) provides a documented ESD. Such acceptance only relates to those Items for which shipment have been confirmed or that TI has identified in an express confirmation of acceptance.

TI 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 TI determines an Item has an issue requiring repair; in the event of errors in item or pricing information; or if TI (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 will be refunded to Buyer, provided that Buyer provides to TI such information as may be required to effectuate such refund unless prohibited by law.

Items are for commercial use only, e.g. manufacturing, and not intended for personal or consumer use.   Buyer confirms that Items are not purchased for personal use and that Buyer is not a “consumer” as defined by applicable consumer protection laws and regulations.  Buyer authorizes TI to declare and provide a declaration to any governmental authority on behalf of the Buyer stating the aforesaid purpose of the Items ordered by the Buyer.

Capitalized words have the meaning set forth in the Defined Terms located at the end of this contract.

2. Prices; Additional Fees; Invoices.

Where applicable, TI communicates pricing to customers in various ways (such as quotes) and confirms transaction prices with its order confirmations or acknowledgements. Prior to shipment, TI’s price for Items may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, currency exchange rates, or other changes to conditions. The final price in effect on the date of shipment as stated in TI’s invoice applies. Unless otherwise agreed in writing between TI and Buyer, prices are in U.S. Dollars and Payment must be in U.S. Dollars. 

Prices are for Items only and do not include transaction taxes described in Section 6, shipping charges, freight, duties, and other charges or fees (such as fees for special packaging and labeling of Items, permits, certificates, customs declarations and registration) (collectively, "Additional Fees"). Buyer is responsible for any Additional Fees.

Items information, price, and availability on ti.com are subject to change at any time without prior notice.  Final pricing of Items, Additional Fees and delivery and shipping details will appear on the financial invoice, which will be available either immediately after shipment from TI or after customs clearance, depending upon the jurisdictional requirements. Buyer may access the applicable invoice via TI’s electronic portal.  If applicable, Buyer’s credit issuer may provide an invoice or a remittance information.  Buyer agrees to receive invoices from TI or credit issuer, if applicable, via email or electronic portal.  

3. Delivery. 

Except as otherwise offered by TI in writing to Buyer, shipments will be delivered FCA (Incoterms 2020) TI’s point of shipment.  With regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Items leave the jurisdictional territory of TI’s point of shipment. 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 TI’s point of shipment.  Risk of loss or damage will pass to Buyer upon TI’s delivery to the TI 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 TI designated shipping point. If TI incurs freight or insurance costs on Buyer’s behalf, Buyer must promptly reimburse TI for such freight or insurance costs.  Buyer is importer of record and is expressly responsible for all customs formalities, import duties, taxes and any other expenses incurred.

Unless TI notifies Buyer otherwise, shipments will be delivered to the named place of destination indicated in Buyer’s order in accordance with the shipping terms indicated in the shipping instructions of Buyer’s order, as accepted by TI.  Buyer agrees that TI or its vendors are authorized to pay import duties and taxes on Buyer’s behalf, as applicable.  In certain cases, import duties and taxes may be charged directly to Buyer.  If the person at the named place of destination is not the same person placing the order (e.g., the person placing the order is a domestic corporation, and the person at the named place of destination is a foreign affiliate of the person placing the order), unless notified otherwise by Buyer in writing, TI will assume that the person at the named place of destination (and not the person placing the order) is the ultimate recipient of the Items. 

Where applicable, TI will communicate to Buyer an Estimated Ship Date. TI will not be liable for any damage, loss, or expense incurred by Buyer if TI fails to meet the Estimated Ship Date.  TI may deliver Items in installments. 

4. Cancellations, Rescheduling and Modifications; No Returns.

For Products, Wafer Products and Die Products,

• TI will publish the change order window for the Product, Wafer Product and/or Die Product by the TI part number;
• Inside the change order window, cancellation is generally not permitted; and
• In any event, Buyer should work with TI’s customer support center to support requests to cancel or change Buyer’s order.
• Requests to change Buyer’s order may result in such order being rescheduled at lead times.
• TI reserves the right to charge for cancellation and rescheduling of orders.

Orders for Evaluation Items (excluding Engineering Evaluation Units), and orders for Obsolete Products may not be cancelled or rescheduled.

Additionally, certain Items are subject to special cancellation and reschedule terms that TI will communicate to Buyer prior to order acceptance.

Except and to the extent expressly required by applicable law, or as expressly provide herein, TI does not offer any refunds, returns, or exchanges.

5. Payment Terms. 

Payment is due thirty (30) Days after TI’s invoice date. TI may change or withdraw credit amounts or payment terms at any time for any reason. Buyer may be charged at the time Buyer’s order is submitted depending on the payment method selected, in which case, Payment is due prior to the time of shipment of Items.

Buyer represents and warrants that Buyer has the right to use any credit card, bank account, or other payment methods that Buyer provides and that all billing information Buyer provides to TI is truthful and accurate and is not intended to conceal, disguise or misrepresent any third party whose involvement in the transaction would otherwise be prohibited under applicable law. TI may require additional information or verifications prior to shipping any order.

If Buyer or its affiliate(s) fails to make Payment when due, TI and its affiliates may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. TI will not be liable for, and Buyer will hold TI harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make Payment. Buyer may not deduct, withhold or set-off any Payment amounts on account of unresolved disputes. TI may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.  Buyer understands and authorizes TI to allocate or apply overpayments towards paying Buyer’s future orders or open invoices.

6. Taxes. 

Prices do not include any taxes including, without limitation, sales tax, value-added tax, goods and services tax, harmonized sales tax, or similar taxes. TI will add taxes to the sales price on its invoices (or provide information to enable local tax authorities to provide a separate tax invoice to Buyer) where required by applicable law and Buyer will pay such taxes unless Buyer provides TI with a duly executed sales tax exemption certificate prior to an order being placed. If Buyer is required by law to withhold any amount of tax from its Payment to TI, Buyer will take all reasonable steps to minimize such withholding tax, provide TI with a receipt or certificate as evidence the tax has been paid, and reimburse TI for the amount of withholding so that TI receives Payment for the full value of the invoice.

7. Contingencies. 

TI 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 TI’s reasonable control, whether foreseeable or unforeseeable. In the event of a shortage of components, TI may, at its sole discretion, allocate Item production and deliveries.

8. Warranties and Related Remedies.

8.1 Subject to Sections 8.2 through 8.4, 9 and 11 below, TI warrants to Buyer that each (i) Product conforms to TI’s published Specifications for such Product for a period of twelve (12) months after the date TI or a TI-authorized distributor delivers such Product, (ii) Wafer Product and Die Product conforms to TI’s published Specifications for such products for a period of thirty (30) Days after the date TI or a TI-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 TI or a TI-authorized distributor delivers such product.

Notwithstanding the foregoing, TI will not be liable for a nonconforming Item if:

(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than TI, including improper storage, installation or testing, usage of 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 TI; 

(b) the nonconformity resulted from Buyer’s design, specifications, software or instructions for such Items or improper system design;

(c) where applicable, the nonconformity resulted from Buyer’s failure to timely update firmware associated with Items, as recommended by TI; or

(d) where applicable, Buyer has not paid on time. 

Testing and other quality control techniques are used to the extent TI deems necessary. TI does not necessarily test all parameters of each Item.

Buyer’s claims against TI under this Section 8 are void if Buyer fails to notify TI 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 TI’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. TI’s liability under this warranty will be limited to Items that are returned during the warranty period to the address designated by TI and that are determined by TI not to conform to such warranty. If TI elects to repair or replace such Items, TI 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.” TI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY, OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND FOR EVALUATION ITEMS AND OBSOLETE PRODUCTS ANY NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8.4 TI 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 TI’s warranties as set forth above and no additional obligations or liabilities arise from TI providing such services or items. TI PROVIDES ALL SERVICES AND ITEMS TO BUYER (OTHER THAN “ITEMS” DEFINED IN THIS CONTRACT) “AS IS” AND “WITH ALL FAULTS.” TI DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES AND ITEMS, INCLUDING, BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY, OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND FOR ANY NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

9. Buyer’s Responsibilities; Evaluation Items. 

9.1 General. Buyer is solely responsible for its products and applications.  This includes Buyer (1) selecting and using Items appropriate for its products and applications, (2) designing, validating and testing its products and applications, and (3) ensuring its products and applications meet applicable standards and any safety, security, regulatory or other requirements. Independent of any information or support that TI may provide, Buyer remains solely responsible for its products and applications, including, but not limited to, when TI provides a sample design or design advice, or presents an Item as compliant with, capable of meeting, or helping Buyer’s products and applications meet an industry or proprietary standard.  Buyer assumes all risk related to use of Items in its products and applications. TI shall not be liable for any use of Items in Buyer’s products and applications, including, but not limited to, instances where malfunction of an Item could cause severe property damage, severe environmental harm, personal injury or death, such as in Critical Medical Equipment.  Buyer represents that it will use appropriate safeguards that anticipate and minimize dangerous consequences of Item failures in its products and applications.

9.2 Evaluation Items 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 TI 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 TI’s advance written permission.

9.3 Indemnification by Buyer. Buyer will fully defend, indemnify and hold harmless TI Indemnitees against any damages, costs, losses, and/or liabilities (including attorneys’ fees) arising out of Buyer’s responsibilities for its products and applications under and/or non-compliance with Section 9, whether arising in part from TI’s negligence or otherwise. 

10. Intellectual Property Indemnification.

10.1 Subject to Sections 8, 9, 10.2 through 10.5, and 11, TI 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 TI to Buyer directly infringe any United States, Canadian, Japanese, United Kingdom, or European Union member country patent (excluding utility models), copyright, or trade secret (“Covered Claim”), and TI will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by TI as settlement or compromise of a Covered Claim.

TI has no obligation to defend or indemnify Buyer unless Buyer:

(a) promptly informs TI of the Covered Claim and furnishes TI a copy of the claim, suit, or proceeding, 

(b) gives all evidence in Buyer’s possession, custody, or control to TI, and 

(c) gives TI reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. Buyer agrees to make available to TI 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, Wafer Products, or Obsolete Products.

10.2 If TI is obligated to defend Buyer pursuant to Section 10, TI may, but has no obligation to: 

(a) obtain a license that allows Buyer to continue the use of the Products or Die Products,

(b) 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 TI at a commercially reasonable expense, then TI may stop selling the Products or Die Products to Buyer without being in breach of this contract.

If TI elects to provide either of the options set forth in clauses (a) and (b) above, TI’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 TI taking such action. If TI elects the option set forth in clause (c) above, TI’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims, and Buyer will return to TI any and all Products remaining in Buyer’s possession, custody, or control.

10.3 TI 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 TI 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 TI’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. TI’s compliance with Buyer’s particular design, instructions, or specifications, including requests to customize Items at Buyer’s request, or

v. TI’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 TI against any claim, suit, or proceeding brought against TI 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 TI for any Other Claims or agreed to by Buyer as settlement or compromise of any Other Claims. TI 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 OR CONDITIONS, 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. Limitations and Damages Disclaimer.

11.1 General Limitations. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TI 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 TI 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 TI 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 TI’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 TI 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.

12. Non-Waiver of Default. 

In the event of any default by Buyer, TI may decline to make further shipments. If TI elects to continue to make shipments, TI’s action will not be a waiver of any such default or affect TI’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.

13. Governing Law and Venue. 

13.1.     Governing law and venue applicable to particular TI Subsidiaries. For any TI Subsidiary listed in this Section 13.1, the applicable governing law and venue for contracts between Buyer and that TI Subsidiary shall be as shown in the below table.

13.2.     Governing law and venue applicable to Texas Instruments Incorporated and all other TI Subsidiaries. For Texas Instruments Incorporated or any TI Subsidiary not listed in Section 13.1, this contract, and all claims or causes of action based upon, arising out of, or relating to this contract, or its negotiation, interpretation, or performance, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State of Texas, without reference to conflict-of-laws principles that would result in the application of the laws of a different jurisdiction. The parties hereby agree that all claims or causes of action based upon, arising out of, or relating to this contract, or its negotiation, interpretation, or performance, whether contractual or non-contractual, shall be submitted to the state or federal courts in Dallas County, Texas, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and waives any objection based on personal jurisdiction or forum non-conveniens. The parties agree that a judgment on any such claim or cause of action may be enforced in any court of competent jurisdiction or in any other manner provided by law.

13.3      This contract is not governed by the United Nations Convention on Contracts for the International Sale of Goods.

14. Trade Controls (Export/Import).

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 import and export 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 United States or other necessary governmental authorization; and iii) it will provide notice of these compliance obligations to any party obtaining Items from Buyer.

Buyer shall not sell, export, re-export or transfer, directly or indirectly, any Items to (or for use in) Russia, Belarus, or the Crimea region of Ukraine. Buyer shall immediately inform TI about any problems applying the aforementioned obligations. 

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 (the “EAR”).  All Items may be subject to the EAR if any destination, end use and/or end user are within scope of the U.S. foreign direct product rules.

Each party shall, at its own expense, secure export and import authorizations necessary to fulfill its obligations under these Terms of Sale.

Buyer will indemnify and hold TI (including its agents and representatives) harmless from any resulting damages, costs, losses, and/or liabilities, and TI shall be entitled to terminate, cancel, or otherwise be excused from any business relationship with Buyer or obligations that it may have under Buyer’s orders arising out of any Buyer failure to obtain required license or authorizations, or other non-compliance with this section.   Item trade classifications are for TI convenience only and shall not be construed as a representation or warranty of any kind; Buyer is responsible for its own trade compliance obligations.   This section will survive any termination or expiration of this contract.

15. U.S. Government Contracts. 

If Buyer intends to use Items in the performance of a U.S. Government contract or subcontract subject to Federal Acquisition Regulation (FAR), TI agrees to comply only with the commercial-item subcontractor flowdown provisions identified in FAR 52.244-6 (July 2021) to the extent such provisions apply to the types of Items provided by TI to Buyer.  Unless otherwise agreed in writing by an authorized TI representative, no other FAR provisions, FAR supplement provisions, or other government procurement rules will apply to TI by virtue of any sale of provision of TI goods and services.  Specifically, and without derogation to the foregoing limitation, TI will not provide, and no submission should be deemed as providing, certified cost or pricing data, and TI will not be subject to provisions governing cost allowability, cost accounting, and/or audit rights that may be found in Buyer’s U.S. Government contract or subcontract.

TI technical data and computer software are generally developed at TI’s private expense and not in performance of a U.S. Government contract.  TI asserts and should be understood by Buyer and the U.S. Government as retaining proprietary rights in all technical data and computer software provided to Buyer under a U.S. Government contract. Unless separately and expressly agreed in writing by an authorized TI representative, neither the U.S. Government nor any higher-tier contractor under a U.S. Government contract will obtain any rights in TI technical data and computer software beyond the rights provided to TI’s commercial customers for such technical data and computer software.

16. Assignment and Third Party Beneficiaries. 

This contract is not assignable by Buyer without TI’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 TI. TI’s affiliates and subsidiaries may perform all or any part of TI’s obligations under this contract.

17. Confidentiality.

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.

18. Miscellaneous. 

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 TI unless made in writing and signed by a duly authorized TI representative. 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. 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. Unless otherwise stated within these terms, these terms 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.  This contract and ancillary documents were originally drafted in English and may from time to time be translated into additional languages.  In the event of any inconsistency between versions, Buyer and TI agree that the English language version of this contract and ancillary documents shall prevail. 

Country specific additional terms:

Notwithstanding anything to the contrary, for orders that are placed by customers in New Zealand and in local currency, TI and Buyer specially agree that, if the Items supplied by TI under this contract are in New Zealand at the time of supply for the purposes of the New Zealand Goods and Services Tax Act 1985, section 8(4) of that Act will not apply and that supply will accordingly be deemed to be made in New Zealand. The Financial Invoice will be available after customs clearance or once the supply occurs in New Zealand.

Defined Terms

• Buyer means a person or entity purchasing and/or taking delivery of Items directly from TI.
• Covered Claim has the meaning defined in Section 10.1.
• 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.
• Days means calendar days unless otherwise stated.
• Die means individual integrated circuits formed on a semiconductor wafer.
• Die Products means Die that passed TI probe test. 
• Engineering Evaluation Unit means an IC that is intended for engineering evaluation and that uses the same die as a fully qualified space-grade Product (QML Class V or TI -MLS), but has not been fully processed and tested by TI and is not suitable for qualification, production, radiation testing or flight use.  For clarity, and without limitation, the term Engineering Evaluation Units includes ICs designated as “Engineering Samples” and “Engineering Models” and ICs with a suffix “/EM” or “-MPR.”
• Estimated Ship Date or ESD means the date estimated by TI for shipment of the Product from the applicable TI location in connection with Buyer’s order.
• Evaluation Item means an Engineering Evaluation Unit, an Evaluation Kit, a Pre-Production Item, 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.
• Evaluation Kit means an electronic assembly sold or otherwise provided to Buyer for use in a research and development setting, outside of TI, to facilitate feasibility evaluation, experimentation, or scientific analysis primarily involving TI Products. Evaluation Kit(s) includes evaluation kits, evaluation modules (EVMs), evaluation boards, development kits, and emulators, and as-built reference designs.
• IC means integrated circuit.
• Item means a Product, Evaluation Item, Obsolete Product, Die Product and/or Wafer Product.
• Obsolete Product means a Product that is no longer being produced or manufactured by TI.
• Other Claim has the meaning defined in Section 10.3(e).
• Payment means TI has received cleared funds from Buyer in TI’s bank account on or before the invoice due date.
• Pre-Production Item means a packaged integrated circuit product, a wafer or die product, or an evaluation kit that TI 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 Item” includes prototypes, experimental devices, and devices designated as “advance” or “preview” in TI datasheets or on TI.com.  For clarity, and without limitation, the term “Pre-Production Item” or “Pre-Production Items” excludes: services, reference designs, marketing collateral, and software.
• Product means a packaged integrated circuit product that TI 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 TI’s Sample program), Wafer Products and Die Products, and Obsolete Products.
• Sample means an Item that TI 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 Item.
• TI means Texas Instruments Incorporated and TI Subsidiaries.
• TI Indemnitees means Texas Instruments Incorporated, TI Subsidiaries, and each of their employees, directors, officers, agents and assigns.
• TI Subsidiary means any entity that is more than 50% owned or controlled, either directly or indirectly, by Texas Instruments Incorporated.   
• Wafer Map means a document used to distinguish Die Products from Die that did not pass TI 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 TI probe test.  For clarity, the term “Wafer Products” does not include Wafer Maps.

Rev. 09-2024