By purchasing a pre-production prototype part known as an engineering sample (“Sample”) from Circuit Design, Inc. (hereunder called CD) or subsequently using a Sample, you agree to all of the terms of this Agreement.
- The Samples will be used “AS IS” without any type of warranty or representation from CD that is more specifically set forth hereinbelow. You use the Samples at your own risk and will not hold CD responsible for any liability resulting from the use of the Samples. CD is NOT obligated to provide any engineering support for these Samples.
- Subject to the provision (i) above and CD’s prior consent, if you wish, you may contact CD and report problems and provide suggestions regarding the Sample. CD will make reasonable efforts to notify you of any changes to subsequent versions of the Sample, but CD may make changes to the Sample part at any time, without any obligation to notify or provide updated versions of the Sample to you.
- CD DISCLAIMS ANY REPRESENTATION THAT THE SAMPLE DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY THIRD PARTITES.
- FURTHEREMORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CD EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SAMPLE. THE SAMPLE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SAMPLE, OR ANY SYSTEMS YOU DESIGN USING THE SAMPLE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY CD THAT THE SAMPLE OR ANY SYSTEM DEVELOPED WITH OR INCORPORATING THE SAMPLE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
You agree to fully defend and indemnify CD from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use of the Sample or (2) your violation of the terms and conditions of this Agreement.
You must not resell Samples, through brokers, exporters, or otherwise, except as integrated into a product sold by you for evaluation purposes only and that contains substantial value added circuitry or software. If you breach the terms of this section, in addition to CD’s cancellation rights, you agree to fully indemnify CD, its officers, employees and distributors, from any and all liability related to such resale, including attorneys’ fees and costs.
DISCLAIMER FOR CRITICAL APPLICATIONS
The Sample is an engineering prototype and not intended for any purpose other than internal engineering evaluations. Sample is not intended or authorized for use in a product surgically implanted into the body, for a life support product or for other products for which a Sample failure could cause personal injury or death. If you or your customers use or permit the use of Samples for such unintended or unauthorized uses, without limiting the indemnity stated above, you agree to fully indemnify CD and its affiliates, and the officers, employees and distributors of each, from all liability related to such use, including attorneys’ fees and costs.
LIMITATION OF LIABILITY
With the exception of the scope of warranty specified above, CD ‘s total liability whether for breach of contract, late delivery or non-delivery, negligence, strict liability in tort or otherwise is limited to the price of particular Products paid by Buyer with respect to which losses or damages are claimed. In no event shall CD be liable to anyone for special, collateral, indirect, exemplary, incidental or consequential damage, such damages to include but not limited to, cost of rework, retesting or removal and reinstallation of goods, loss of goodwill, loss of profits or loss of use.
COMPLIANCE WITH LAWS
You must use the Sample in accordance with all applicable laws, regulations and statutes. You agree that neither you nor your licensees (if any) intend to or will, directly or indirectly, export or transmit the Sample to any country in violation of export restrictions.
This Agreement and any attachments hereto sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and this Agreement may not be amended or modified except by a written instrument signed by CD.
In case any provision of this terms and conditions is held to be illegal, the remaining provision of this terms and conditions shall continue in full force and effect to the fullest extent possible permitted under the law.
Any failure of either party to enforce any provision of this terms and conditions shall not be considered waiver of that party’s right thereafter to enforce each and every provision of this terms and conditions.