STANDARD TERMS AND CONDITIONS
1. GENERAL
SiTime Corporation shall be referred to as “Seller,” “SiTime Corporation” or “SiTime.” The party placing a purchase order shall be referred to as “Buyer.” The Terms and Conditions of Sale (“Terms and Conditions”) contained herein shall apply to all quotations, offers, and counteroffers made by and purchase orders accepted by Seller. These Terms and Conditions, together with any special terms provided on Seller’s valid quotation, constitute the exclusive and entire agreement between the parties. These Terms and Conditions shall govern notwithstanding any contrary or different terms contained in Buyer’s purchase order or any other document or communication delivered to Seller, and Seller rejects and disclaims all such contrary or different terms. Acceptance of Buyer's purchase orders and Seller’s agreement to furnish products or services are expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Seller’s offers or counteroffers are open for acceptance within the period stated in the specific order acknowledgement, or when no period is stated, within thirty (30) days from the date of the offer or counteroffer. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. These Terms and Conditions shall be applicable whether or not they are attached or included with the products sold.
2. PRICING
Prices are quoted in U.S. dollars and are valid only for that specific order acknowledgement. Seller may, in its sole discretion, adjust prices for undelivered products at any time upon notice to reflect increases in manufacturing costs or market conditions. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of international duties, foreign taxes, US Federal, US State, and local excise, sales and similar taxes; payment of which shall be the responsibility of Buyer. Buyer will be liable for the payment of any withholding taxes with respect to its payments to Seller and will provide Seller with satisfactory evidence of such payment upon request. Such withholding tax payment will be made in addition to the payment of the amount due on the invoice.
3. TERMS OF PAYMENT
Payment Terms. Term of payment shall be net thirty (30) days from the date of Seller invoice, without any offset or deductions. No discounts are authorized whatsoever. Seller reserves the right to modify credit terms based on the financial condition of the Buyer. All past due payments, or any invoices or charges owing to Seller pursuant to this Agreement that are not paid by Buyer when due, shall bear simple interest at the rate of two percent (2%) per month, or if less, the maximum amount permitted by law. The foregoing shall in no way limit any other remedy available to Seller.
Reservation of Rights. Seller reserves, and Buyer grants to Seller, a purchase money security interest in all products delivered to Buyer until Seller receives payment in full on such products. Seller may file a financing statement with the appropriate authorities to perfect its security interest in such products.
4. DELIVERY DELIVERY AND TRANSFER OF TITLE; INSPECTION
Delivery and Transfer of Title. Delivery dates will be established by Seller upon acceptance of purchase orders from Buyer. Delivery dates are approximate and are not binding. Seller may make partial deliveries, which may be invoiced separately. All deliveries are Ex Works (Incoterms 2020) Seller’s factory or its contract manufacturer’s facility. Title and risk of loss or damage to products will pass to Buyer when Seller makes the product available for pick up by Buyer or its carrier at Seller’s factory or its contract manufacturer’s facility. Seller assumes no responsibility for delay, breakage, or damage after having placed the products at the disposal of Buyer at Seller’s point of shipment.
Inspection. Buyer shall inspect the products upon receipt and shall within fifteen (15) days inform Seller in writing of nonconforming products. Failure to notify Seller in writing of nonconforming products within such period shall be deemed an unqualified acceptance.
5. CANCELLATION AND RESCHEDULING
No cancellations will be accepted within sixty (60) days of the earliest requested ship date. Buyer may reschedule the delivery date on any single line item that is not within thirty (30) days of the earliest original requested shipped date.
6. RESALE PROHIBITED
Unless otherwise agreed to in writing by Seller, Buyer shall not resell Seller products, through brokers, exporters, or otherwise, except as integrated into a product sold by Buyer. If Buyer breaches the terms of this Section, in addition to Seller’s cancellation rights, Buyer agrees to fully defend and indemnify Seller, its officers, employees, Affiliates, agents, and distributors, from any claims, liability, and cost (including attorneys’ fees) related to such resale.
7. LIMITED LIFETIME WARRANTY
Limited Warranty. Seller warrants that the products shall be free from defects in workmanship or materials and will substantially conform to Seller’s specifications as published at the time of order acceptance for the expected lifetime of the Buyer product in which Seller product is initially used and are subject to the conditions and procedures set forth in this Section. This warranty extends only to Buyer for products purchased directly from Seller and is not transferable to any third parties, including, but not limited to, Buyer’s customers or indirect purchasers. Notwithstanding any of the foregoing, the warranty provided in this Section 7 shall only apply to products purchased on or after October 1, 2013.
Remedies. Buyer’s sole and exclusive remedies for any breach of warranty and Seller’s sole and exclusive obligation shall be, at Seller’s discretion, to replace the nonconforming product, or issue credit for the purchase price paid to Seller for the nonconforming product. This remedy is available only where within the warranty period: (i) Seller receives written notice of the nonconformity, (ii) Buyer follows Seller’s return material authorization process and returns the nonconforming product to Seller, freight prepaid, and (iii) Seller has determined that the product is nonconforming. In no case are products to be returned without first obtaining permission and a customer return order number from Seller.
Exceptions to Warranty. The above warranties do not apply to and do not cover any damage or defect of a product that are caused in whole or in part by (i) misuse or abuse including static discharge, neglect, accident, modification, or testing or handling by a third party not approved in writing in advance by SiTime Corporation, (ii) unauthorized modification or repairs that have been soldered or altered during assembly and are unsuitable for testing by Seller under its normal test conditions and methods, (iii) improper installation, storage, handling, warehousing, or transportation, (iv) being subjected to unusual physical, thermal, or electrical stress, or (v) being subjected to alteration, removal, or remarking of any portion of the product part number, date code, logo, or factory code. SiTime Corporation shall make the final determination as to the existence or cause of any alleged defect.
Pre-production Products. Products that are not finished and are designated as pre-production products are not appropriate to be used for commercial purposes and are provided “AS IS.” Buyer agrees to fully defend, indemnify, and hold Seller harmless from any and all claims, liabilities, and costs (including reasonable attorney's fees) related to Buyer's use of the pre-production product.
HIGH RISK USE. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT SELLER’S PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE AS COMPONENTS IN LIFE OR CRITICAL SUPPORT DEVICES, IMPLANTABLE MEDICAL DEVICES, OR TO OPERATE NUCLEAR FACILITIES OR OTHER MISSION-CRITICAL APPLICATIONS OR COMPONENTS WHERE HUMAN LIFE MAY BE INVOLVED OR AT STAKE. BUYER ASSUMES ALL RISKS RELATED TO USE OF PRODUCTS IN SUCH APPLICATIONS AND SHALL DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS FOR ALL LOSS, DAMAGE, EXPENSE OR LIABILITY IN CONNECTION WITH SUCH USE. FOR AEROSPACE AND DEFENSE APPLICATIONS, SITIME RECOMMENDS USING ONLY ENDURA™ RUGGEDIZED PRODUCTS. SELLER EXPRESSLY DISCLAIMS THE WARRANTIES SET FORTH ABOVE FOR COMMERCIAL PRODUCTS THAT ARE USED IN LIEU OF THE ENDURA™ RUGGEDIZED PRODUCTS IN AEROSPACE AND DEFENSE APPLICATIONS.
DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. SITIME SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR USE OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.
8. LAST TIME BUY
Seller may, without liability, terminate production of any product and may, in such event, offer Buyer an opportunity to make a final purchase of the applicable product. Seller must receive an order for the final buy within Seller’s stated notice period, with delivery to be completed as scheduled by Seller. Final buy products are non-cancellable and non-returnable.
9. CONFIDENTIAL INFORMATION
Buyer may acquire knowledge of information relating to Seller’s business or products (“Seller Confidential Information”). Buyer agrees, at any time during or after its relationship with Seller, to keep Seller Confidential information in confidence and to not disclose any Seller Confidential Information directly or indirectly, except as permitted by Seller in writing. Buyer agrees to use the degree of care and means that it uses to protect its own confidential information, but in no event less than reasonable care to prevent the disclosure or unauthorized use of Seller Confidential Information. Buyer shall not without the prior written consent of Seller use, alter, copy, or reverse engineer any technical data delivered or disclosed by Seller for any purpose other than to develop and manufacture its own devices that incorporates Seller’s products.
10. INDEMNIFICATION
Seller Indemnification. Subject to the limitations herein, Seller will defend any suit or proceeding brought against Buyer to the extent it is based on a claim that any Seller product furnished hereunder constitutes an infringement of any U.S., Canadian, Japanese, EU, or EFTA member country patent. If such a claim has occurred, or in Seller’s judgment is likely to occur, Buyer agrees to allow Seller, at Seller’s sole option and expense: (a) to procure the right for Buyer to continue to use the products; (b) to replace or modify the products in a functionally equivalent manner so that they become non-infringing; or (c) in the event that the foregoing remedies are not reasonably available, terminate this Agreement and refund to Buyer an amount equal to the products purchased by Buyer, with reductions for depreciation (calculated on a straight line basis over a five (5) year life). Seller shall have no liability to the extent the alleged infringement arises from: (i) alterations to the products made by Buyer or any third party; (ii) failure of Buyer to use updates or corrections to the products provided by Seller; (iii) use of the products in combination with products not supplied or approved by Seller where the claim would not have arisen in the absence of such combination; (iv) use of the products in a manner for which the products were neither designed nor contemplated; (v) Seller’s compliance with industry standards, (with (i) – (v) being each an “Exclusion” or together the “Exclusions”).
Buyer Indemnification. Buyer shall defend, indemnify, and hold Seller harmless from any and all expense, damage, cost, or loss resulting from any suit or proceeding brought for infringement of intellectual property rights arising from Seller’s compliance with Buyer’s instructions or specifications or as a result of any claim, demand, action, or other proceeding by a third party to the extent caused by an Exclusion.
Indemnification Procedures. A party that intends to claim indemnification under this Section (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) in writing of the claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have sole control of the defense or settlement thereof. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any action with respect to a claim shall only relieve the Indemnitor of its indemnification obligations under this Section if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in this Section shall not apply to amounts paid in settlement of any action with respect to a claim if such settlement is effected without the consent of the Indemnitor. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a claim covered by this indemnification.
11. LIMITATION OF LIABILITY
FOR PURPOSES OF THIS SECTION, “SELLER” SHALL INCLUDE SITIME CORPORATION, ITS AFFILIATES, LICENSORS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INSURERS, SUCCESSORS AND ASSIGNS.
SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR FOR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, STRICT LIABILITY, BREACH OF CONTRACT, REPUDIATION OF CONTRACTS, NEGLIGENCE, PRODUCTS LIABILITY, OR OTHERWISE. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SELLER SHALL NOT BE LIABLE FOR DAMAGES DUE TO DELAYS IN DELIVERIES OR USE.
SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER, INCLUDING FOR DIRECT DAMAGES OR ANY OTHER TYPE OF DAMAGES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY BUYER TO SELLER WITH RESPECT TO THE PARTICULAR PURCHASE ORDER(S) THAT ARE SUBJECT TO THE CLAIM AND ARE DIRECTLY AFFECTED BY SUCH CLAIM; PROVIDED, HOWEVER, THAT FOR PRODUCTS DESIGNATED AS PRE-PRODUCTION PRODUCTS, SELLER’S CUMULATIVE LIABILITY TO BUYER IN CONNECTION WITH BUYER’S USE OF PRE-PRODUCTION PRODUCTS IS LIMITED TO FIVE HUNDRED U.S. DOLLARS ($500).
12. COMPLIANCE WITH LAWS
Buyer shall comply with applicable federal, state, local laws, regulations and ordinances, and other applicable laws and regulations. Buyer acknowledges and agrees that the products are subject to the export control laws and regulations of the United States and the country where the product was legally obtained. Buyer shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the products, either directly or indirectly, to any country in violation of such laws and regulations. In particular, but without limitation, Buyer may not export the products, directly or indirectly: (a) into any U.S. embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. If requested, Buyer agrees to sign written assurances and other export-related documents as may be required to comply with U.S. export regulations or any other governmental agency requirement. Buyer shall defend, indemnify, and hold Seller harmless for any damages resulting to Seller from a breach of this Section by Buyer.
13. GOVERNMENT CONTRACTING
Products and software provided pursuant to these Terms and Conditions are developed at private expense and are “Commercial Items” as defined in 48 Code of Federal Regulations (CFR) §2.101. If Buyer supplies products containing software to a U.S. Government agency, in accordance with FAR 12.212 or DFARS 227.7202 and their successors, Buyer will license such software subject to the terms of the applicable license agreement.
14. NOTICES
Any notice to be given under these Terms and Conditions must be in writing in English and addressed to Seller at SiTime Corporation, ATTN: Legal Department, 5451 Patrick Henry Drive, Santa Clara, CA 95054 USA, and will be considered given when delivered personally, five (5) days after the date of postmark after having been sent by first class or certified mail, or the next day if delivered via overnight or express courier with written verification receipt.
15. FORCE MAJEURE
Seller shall not be liable for any failure to fulfill its obligations under the Agreement to the extent that such failure is attributable to a force majeure event. As used in this Section, a “force majeure event” means and includes any events that Seller could not reasonably have foreseen or controlled by reason of the unavoidable, unforeseeable, or uncontrollable nature of such events, including, but not limited to, fires, floods, earthquakes, hurricanes, or other natural disaster, embargoes, epidemics, pandemics, quarantines, riots, insurrections or civil or foreign wars, strikes, lockouts, or other labor disturbances, supply shortages, as well as any other circumstances beyond the reasonable control of the affected party. In the event of any delay caused by a force majeure event, the date of delivery shall, at the discretion of Seller, be deferred for a period equal to the time lost by reason of the delay.
16. RELATIONSHIP OF PARTIES
The parties’ relationship is solely that of independent contractors and these Terms and Conditions do not create any partnership, joint venture, or similar business relationship between the parties.
17. GOVERNING LAW AND VENUE; ATTORNEYS’ FEES
These Terms and Conditions will be construed and interpreted in accordance with the laws of the State of California, excluding its conflicts of law rules to the extent such rules would apply the law of another jurisdiction. Buyer consents to the jurisdiction of all federal and state courts in California, and agrees to litigate exclusively in Santa Clara County, California. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods from these Terms and Conditions. Any legal action brought by one party against the other shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorneys' fees.
18. ASSIGNMENT
Buyer shall not assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of SiTime. Subject to the foregoing, these Terms and Conditions will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any attempted assignment or transfer in violation of this Section shall be void.
19. SEVERABILITY; NO WAIVER
If any provision of these Terms and Conditions is deemed unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect. Neither party’s failure or delay in exercising any of its rights or remedies under these Terms and Conditions shall be deemed a waiver of such rights and remedies.
20. ENTIRE AGREEMENT; MODIFICATIONS
The Terms and Conditions herein constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous communications and agreements, whether oral or written. The terms on any purchase order or similar document submitted by Buyer to Seller will have no effect. Any changes to these Term and Conditions must be made only upon mutual agreement of the parties in writing.
Effective December 2, 2024