DATE OF LAST MODIFICATION: September 07, 2015
- Access to the Site. Registration is not required to place an order or to use the Site. Select portions of the Site offer expanded Services via the Web through a name/password protected system such as without limitation the Web Services Applications.
Your username and password are referred to as your “Identification.” Your Identification must be accurate, current, and complete, and you may not provide false information to EnSilica or impersonate another individual or entity. You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. EnSilica will be entitled to monitor your Identification and, at its discretion, require you to change it. Please contact EnSilica immediately at firstname.lastname@example.org if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while EnSilica strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.
- Intellectual Property. The Services, the Site, and all information, Web Services Applications, Software, data, the EnSilica product database, printed and electronic documentation, content that you see, hear or otherwise experience on the Site, and all compilations thereof (the “Content”) are protected by international copyright, trademark and other laws, and belong to EnSilica.
No other rights or licenses whether express or implied, including, without limitation, any implied patent licenses, are granted by EnSilica. Any unauthorized reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators may be prosecuted to the maximum extent possible. All licenses granted herein are subject to the following restrictions: (1) you may only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) you may not copy or post the Content on any network computer or transmit, distribute, publish, display, or broadcast the Content in any media; and (3) you may not modify, translate, decompile, disassemble, reverse engineer, or alter the Site or the Content in any way, or delete or change any copyright, trademark, or other proprietary notice. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE OR WEB SERVICES APPLICATIONS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, Web Services Applications and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of English Law. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to export restrictions.
You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.EnSilica may prohibit or limit your use of the Site including without limitation the Services at any time at its discretion.
See the Conditions of Order for all other Warranty information related to Products.
- Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:
- a. Technical Assistance and Applications Engineering. EnSilica offers its technical assistance and applications engineering solely as a convenience to EnSilica customers. EnSilica technical assistance and applications engineering personnel strive to provide useful information regarding the Products. EnSilica does not guarantee that any information or recommendation provided is accurate, complete, or correct, and EnSilica shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analysing and determining the appropriateness of any information or recommendation provided by EnSilica technical assistance and applications engineering personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and EnSilica does not guarantee that such information or recommendations are accurate, complete or correct.
- b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. EnSilica therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. EnSilica does not, however, guarantee that any errors, inaccuracies or omissions will be corrected and is not obligated to make such corrections.
- c. Third Party Links and Promotions. Hypertext links to third party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation by EnSilica of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that EnSilica is not responsible for the availability of any such websites and that EnSilica does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. You are solely responsible for making your own decisions regarding your interactions or communications with any other website.Any dealings with third parties (including advertisers) included within or available via a link from the Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. EnSilica is not responsible or liable for any part of any such dealings or promotions.
- d. Geographic Limitations on Use. Like most Internet websites, this Site is accessible worldwide. However, not all Products or Services offered by EnSilica are available to all persons or in all geographic locations. EnSilica reserves the right to limit the provision of its Products and Services to any person, geographic area, or jurisdiction and to limit the quantities of any Products or Services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.
- e. Colour Display. EnSilica attempts to display as accurately as possible the colours of the Products shown on the Site. However, because the colours you see will depend on many factors, including your monitor or printer, EnSilica cannot guarantee that the colour you see matches the Product colour.
- Limitation of Liability. IN NO EVENT SHALL ENSILICA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO: (II) THE SITE, THE SERVICES, OR THE CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (II) ANY TRANSACTION OR COMMUNICATIONS CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICES OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICES, OR (VI) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICES, OR THE CONTENT; EVEN IF ENSILICA OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ENSILICA AND ITS SUPPLIERS RELATING IN ANY WAY TO THE SITE, THE SERVICES, OR THE CONTENT EXCEED $100 OR THE MINIMUM AMOUNT ALLOWABLE UNDER APPLICABLE LAW, WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
Any cause of action against EnSilica or its suppliers with respect to the Site, the Services, or the Content must be instituted within one (1) year from the date on which the claim arose.
See the Conditions of Order for all other Limitations of Liability information related to Products.
- Use of Communication Services. The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others including without limitation engaging in activity that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, ethnicity, gender, sexual orientation, physical ability, age, religion or nationality or that insults the victims of crimes against humanity by contesting the existence of those crimes.
- Upload or otherwise make available files that contain images, photos, software or other material that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer
- Use any material or information, including images or photographs, which is made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
EnSilica has no obligation to monitor the Communication Services. However, EnSilica reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. EnSilica reserves the right to terminate your access to the Site, Services, Content, and any or all of the Communication Services at any time without notice for any reason whatsoever. EnSilica reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in EnSilica’s sole discretion. Always use caution when giving out any personally identifying information about yourself in any Communication Service. EnSilica does not control or endorse the content, messages or information found in any Communication Service and EnSilica specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials
- User Supplied Information. EnSilica does not claim ownership of the materials you provide to EnSilica (including feedback and suggestions) or post, upload, input or submit to Site or its associated services (collectively “Submissions“). However, by posting, uploading, inputting, providing or submitting your Submission you are granting EnSilica, its affiliated companies and sub licensees (including without limitation any supplier of the EnSilica website a royalty-free, irrevocable, perpetual, worldwide license to your Submission including, without limitation, the rights to use, copy, distribute, transmit, publicly, publicly perform, reproduce, translate, reformat or otherwise edit or modify, display and create derivative works from this material, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, and to publish your name, likeness, pseudonym, or other identifier in connection with your Submission.
- Notices and Procedure for Making Claims of Copyright Infringement. Any notifications of claimed copyright infringement should be sent to the Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.Written notification must be submitted to the following Designated Agent:Service Provider(s): EnSilica Limited
Name of Agent Designated to Receive Notification of Claimed Infringement: Kevin Brown
Full Address of Designated Agent to Which Notification Should be Sent: EnSilica Limited, West Forest Gate, Wellington Road, Wokingham, Berkshire, RG40 2AT, United Kingdom
Telephone Number of Designated Agent: +44 118 979 8160
Facsimile Number of Designated Agent: +44 118 321 7310
Email Address of Designated Agent: email@example.com notification must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (“Complaining Party”);
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of the written Notification containing the information as outlined in 1 through 6 above:
- Service Provider shall remove or disable access to the material that is alleged to be infringing;
- Service Provider shall forward the written notification to such alleged infringer (“Subscriber”);
- Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.
To be effective, a Counter Notification must be a written communication provided to the Service Provider’s Designated Agent that includes substantially the following:
- A physical or electronic signature of the Subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:
- Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification;
- Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
- Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider’s network or system.
The English version of these Terms and Conditions shall prevail wherever there is a discrepancy between the English version and any other language version.
© 2015, EnSilica Corporation. All rights reserved.
Conditions of Order
All orders placed with EnSilica, including those for through any webstore that may be branded using the names of other entities and embedded in the websites of those other entities, are subject to the terms of these Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of these Conditions of Order will prevail and such terms will be the sole terms governing the order.
- Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order with EnSilica is an acceptance of EnSilica’s offer to sell our Products, subject to availability and pursuant to the terms contained in these Conditions of Order. EnSilica, at its discretion, may complete your order by processing your payment and shipping the Product, or may, for any reason, decline to complete your order or any part of your order. No order shall be considered completed until the Product has been shipped. If we decline to complete your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
- Quantity Limitations. EnSilica may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. EnSilica may reject any order, or any part of an order.
- Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that EnSilica will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications outside of the reasonable control of EnSilica.
- Currency Information. This Web site is designed primarily for purchases in the British pound sterling (GBP). For orders to destinations other than the United Kingdom and/or in currencies other than GBP, please contact EnSilica. When placing an order in British pounds sterling (GBP), the buyer is responsible for all shipping costs and applicable duties, tariffs, brokerage fees, and value-added taxes. If ordering by phone, please advise EnSilica’s sales representative of your currency preference when placing your order.
- Pricing and Product Information. EnSilica makes reasonable efforts to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to EnSilica’s acceptance of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with EnSilica, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, EnSilica will issue a credit to your credit card in the amount of the charge. Pricing on this Web site is in GBP and includes all duties.
- Payment. EnSilica offers the following payment methods for GBP currency customers: Paypal, MasterCard, VISA, Maestro, American Express and prepaid by wire transfer as well. Payment must be made in the currency in which the order was placed.
- Shipping Charges. To the extent your purchase does not qualify for free shipping, shipping charges are prepaid and added to the invoice. The published pricing on the website is EX-Works EnSilica Limited, Wokingham, Berkshire, United Kingdom (as defined by INCOTERMS 2010). Availability of shipping methods are dependent on the destination country. Shipments of excessive weight or size may require additional charges. EnSilica will notify you prior to shipment if these conditions exist.
- Handling Charge. There is no minimum order or handling fee.
- Taxes. EnSilica will add VAT to products and services on your invoice. As a non-resident importer to the United Kingdom, EnSilica will pay duty on all shipments in GBP and will be responsible to assess and submit VAT taxes on those shipments.
- Late Payments. You shall pay EnSilica all costs incurred by EnSilica in collecting any past due amount from you, including all court costs, collection costs, and attorney’s fees.
- Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request.
- Export Compliance. In addition to the United Kingdom, EnSilica accepts international orders. Some Products may not be available for shipment outside the United Kingdom. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United Kingdom. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, tranship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United Kingdom or applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to laws of England and Wales are prohibited.
- Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact firstname.lastname@example.org to make a claim.
- Return Policy. In most cases, EnSilica will accept merchandise returns subject to the terms outlined in this Section 14 and will replace the Product or refund your money at your option.
- Please contact us at email@example.com to obtain a (Returned Merchandise Authorization) number prior to returning a Product(s).
- For all returns not relating to manufacturers’ warranties, returns must be made within 30 days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
- All ESD sensitive devices will undergo incoming inspection, utilizing EnSilica’s ESD Work Instructions. ESD product that has not been handled according to the standard will not be eligible for credit.
- Return freight charge must be prepaid. Sorry, C.O.D. returns cannot be accepted.
- Products returned solely due to customer error may be subject to a restocking charge.
- To the extent that EnSilica purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancellable/Non-Returnable.
- A Mil-Spec Product purchased from EnSilica is non-cancellable and non-returnable.
- “Not-In Catalogue Items” and parts specified as “Non-Cancellable/Non-Returnable” at time of quote or sale are not returnable
- Returns relating to manufacturers’ warranties are subject to the terms and conditions of the applicable manufacturer’s warranty and the applicable manufacturer’s return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact us at firstname.lastname@example.org for details.
By returning any product to EnSilica, you represent and warrant that the returned product was purchased from EnSilica, is not counterfeit or otherwise non-conforming, and does not violate the EnSilica Counterfeit Policy. You also agree that EnSilica may test any returned product to determine whether such product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event EnSilica determines, in its sole discretion, that any returned product is counterfeit, non-conforming, or otherwise violates these Conditions of Order, EnSilica may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.
- No Use as Critical Components. Products sold by EnSilica are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant or nuclear applications, or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of EnSilica has signed an agreement specifically governing such use. YOU AGREE TO INDEMNIFY AND DEFEND ENSILICA S AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
- Product Warranty
- a. General Product Limited Warranty. ALL PRODUCTS ARE SOLD ON AN “AS-AVAILABLE” BASIS. EnSilica agrees to transfer to you, at the time of sale, to the extent transferable, whatever warranties EnSilica receives from manufacturers with respect to the Products sold by EnSilica to you. COPIES OF SUCH MANUFACTURERS’ WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING ENSILICA.
- b. Limited Warranty. This limited warranty applies only to Products designated by EnSilica, on the Site or otherwise, as “Limited Warranty” products (the “Limited Warranty Products”). If you elect to purchase any Chip Limited Warranty Products, EnSilica warrants solely to the original purchaser from EnSilica, that the Product will be free from defects in materials and workmanship for one (1) year from the original invoice date of Product (the ” Limited Warranty Period”). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.
- i. Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, EnSilica shall promptly, at EnSilica’s option, (i) replace any Limited Warranty Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Limited Warranty Product; provided, however, that these remedies are conditioned on your returning the Limited Warranty Product during the Limited Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with EnSilica’s Return Policy (see Section 14 above).
- ii. Third Party Testing. EnSilica reserves the right to have an independent third party examine and test any Limited Warranty Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and EnSilica.
- c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 17, (i) ENSILICA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) ENSILICA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. EnSilica shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by EnSilica to you subject to any and all applicable intellectual property rights and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:
- i. Technical Assistance and Applications Engineering. EnSilica offers its technical assistance and applications engineering solely as a convenience to EnSilica customers. EnSilica technical assistance and applications engineering personnel strive to provide useful information regarding Limited Warranty Products. EnSilica does not guarantee that any information or recommendation provided is accurate, complete, or correct, and EnSilica shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analysing and determining the appropriateness of any information or recommendation provided by EnSilica technical assistance and Applications Engineering personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and EnSilica does not guarantee that such information or recommendations are accurate, complete or correct.
- ii. No Other Warranties. Except for a duly-authorized officer of EnSilica making an additional warranty in writing, no employee or agent of EnSilica or any other party is authorized to make any warranty in addition to those made in this Section 17.
- d. Limitation of Liability. IN NO EVENT SHALL ENSILICA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF ENSILICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ENSILICA RELATING IN ANY WAY TO ANY PRODUCT EXCEED THE PURCHASE PRICE FOR THE PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some States may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.
- Force Majeure. EnSilica will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. EnSilica’s time for delivery or performance will be extended by the period of such delay or EnSilica may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
- Applicable Law; Dispute Resolution; Limitation on Actions. The laws of England and Wales shall apply to these Conditions of Order, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a “Dispute”) shall subject to the laws of England and Wales and be settled by arbitration under the jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to EnSilica, EnSilica may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of EnSilica’s or any third party’s intellectual property or proprietary rights. You further acknowledge that EnSilica’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date EnSilica denies a warranty claim under Section 16 of these Conditions of Order.
- General Provisions. These Conditions of Order constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by EnSilica of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of EnSilica. These Conditions of Order and the subject matter that they cover including without limitation the purchase of Products do not create any joint venture, partnership, employment, or agency relationship between you and EnSilica or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.
- Changes to the Conditions of Order. EnSilica reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the “Date of Last Modification” will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that EnSilica may in its discretion send notifying you of changes to this Conditions of Order and/or other EnSilica policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Conditions of Order to the contrary, EnSilica may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and EnSilica.
The English version of these Conditions of Order shall prevail wherever there is a discrepancy between the English version and any other language version.
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QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding Conditions of Order or wish to obtain additional information, please send an e-mail to email@example.com