Terms of Sale

1.  GENERAL. These Terms of Sale govern the sale of Products (defined below) by either Advanced Micro Devices, Inc., AMD International Sales & Service, Ltd., Xilinx, Inc., Xilinx Ireland Unlimited Company, Xilinx Sales International Pte. Ltd., or Pensando Systems, Inc. as applicable (“Seller”).  “Customer” means the purchaser of the Products. “Product” means any Seller Product described in a Quotation and includes but is not limited to Engineering Samples. “Engineering Samples” means Products that are developmental or experimental in nature or are in prototype form or which are sold under a part number containing “es.” “Quotation” means the quotation issued to Customer by Seller with respect to the Products, incorporating the Seller Quotation Terms and Conditions. These Terms of Sale, the Quotation, and any other standard terms and conditions provided to Customer by Seller in connection with sale of the Product (collectively, the “Seller Terms”) may in certain instances conflict with terms or conditions specified by Customer, including without limitation those affixed to or contained in Customer’s form, purchase order or other Customer terms and conditions (collectively, the “Customer Terms”). Any such Customer Terms, to the extent they are additional to or different from the Seller Terms (and which are not otherwise expressly consented to in writing by an authorized representative of Seller), are specifically rejected by Seller and shall be null and void. Any changes to the Seller Terms must be agreed in writing by an authorized representative of Seller before becoming binding on Seller. Without limiting the generality of the foregoing, any acceptance by Seller of any Customer offer or counter-offer (including any deemed acceptance under applicable law) is expressly made conditional on Customer’s assent to all Seller Terms, including without limitation those which are additional to or different from any Customer Terms. Any offer or counter-offer by Seller to Customer is expressly limited to the Seller Terms. If the transaction set forth in the Quotation is also covered by another written contract signed by both Seller and Customer, then the Seller Terms apply to the transaction to the extent that they are not in conflict with such other written contract. Seller reserves the right to amend or correct any clerical error or omission found in the Quotation, sales acknowledgement or invoice at any time and will not be held responsible for compliance with any such errors or omissions.   
2. PRICING. Pricing is valid solely for the Products, program (if applicable), time period, quantities (if applicable) and Customer identified in the Quotation and is not valid for other purchases by Customer. No discounts are authorized unless expressly provided in the Quotation or separate written agreement between Seller and Customer. Incentives cannot be combined with any other incentives unless explicitly stated.  All incentives are net of returns.
3. PAYMENT. Each Product shipment shall be considered a separate and independent transaction, and payment shall be made accordingly. Unless credit is extended to Customer by Seller, and except as otherwise agreed by the parties, payment terms are cash-in-advance. If Customer receives credit approval from Seller, all invoices are due and payable thirty (30) days from the date of invoice. Invoices that are past due will be subject to late charges at 18% per annum or the maximum rate allowable by law, whichever is less. Customer shall pay invoices in full without any deduction, counterclaim or set-off. Seller reserves the right to change or remove credit terms at any time for any reason in its sole discretion, including, but not limited to, a change in the financial condition or payment history of Customer, and to require payment in advance and/or additional security such as a bank guarantee or parent company guarantee. The required timing for the submission of claims for rebates and credits and the content of such claims shall be set forth in the applicable Quotation or other written agreement between the parties. In the absence of claim timing requirements specified in Quotations or other written agreements, Customer waives the right to recover from Seller any unclaimed credits granted by Seller twelve (12) months after shipment of the applicable Product. The amount of any present or future sales and use taxes, stamp taxes, value added taxes, property taxes and other taxes, including withholding taxes, digital tax, e-commerce tax/levy or duties imposed by any taxing authority on or with respect to the Products  or the manufacture or sale thereof or process of sales, shall be added to the purchase price and shall be paid by Customer or, in lieu thereof, Customer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities. Customer shall hold harmless and indemnify Seller for all taxes, interests, penalties, duties or such other charges or fees incurred or arising out of the use of such certificates.   
4. PRODUCT. Seller may modify Product specifications and substitute Products manufactured to such modified specifications at any time without prior notice to Customer, provided such Products substantially conform to the form, fit, and function of the original Products. Some Products may contain remanufactured parts equivalent to new in performance. Seller may cease production of any Product at any time without liability to Customer.    
5. RESTRICTIONS.  PRODUCTS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, OR ANY OTHER APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE, OR FOR USE IN ANY APPLICATIONS THAT AFFECT CONTROL OF A VEHICLE OR AIRCRAFT (“CRITICAL APPLICATIONS”). CUSTOMER AGREES, PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS THAT INCORPORATE PRODUCTS, TO THOROUGHLY TEST THE SAME FOR SAFETY PURPOSES. CUSTOMER AGREES TO ASSUME THE SOLE RISK AND LIABILITY OF ANY USE OF PRODUCTS IN CRITICAL APPLICATIONS.   
6. SHIPMENT AND DELIVERY. Customer may not cancel or reschedule orders for Products, and Customer may not return Products except only as provided in the “Limited Warranty” section below. Unless otherwise agreed by Seller and Customer, all sales are made Ex Works Seller’s or its subcontractor’s factory distribution point, freight collect (as defined in Incoterms 2020 published by the International Chamber of Commerce) and title, right of possession, and control of the Product transfers to Customer when risk of loss transfers to Customer. If Customer does not designate a specific freight carrier, Seller may select a freight carrier on behalf of Customer. Any shipment or delivery dates provided by Seller are estimates only, and Seller is not liable for any loss, damage, costs, or expenses for any failure to deliver in accordance with such dates. Seller may deliver (and invoice for) Products in installments. In the event of actual or anticipated capacity constraints or Product shortages regardless of cause, Seller may, in its sole discretion, allocate Product among its customers, including rescheduling or canceling any order, in part or in full, that is impacted by such constraint or shortage.   
7. SOFTWARE & INTELLECTUAL PROPERTY. Seller reserves all right, title and interest in and to the intellectual property contained in its Products, and Customer’s purchase of Products does not grant or convey to Customer any right, license, warranty, or indemnity protection (except as explicitly provided herein), by implication, estoppel, or otherwise. Any software including design tools, design files, reference designs and third-party software provided by Seller is not subject to the Seller Terms and is distributed under and subject to separate licenses. “Firmware” means computer programs and/or data structures embedded in or running on a Product and delivered by Seller as part of the Product that are necessary to enable its basic operation, including any updates, upgrades and documentation related thereto provided by Seller. Unless otherwise provided for in an applicable software license, upon purchasing a Product that includes Firmware, Customer is hereby granted a limited, nonexclusive, royalty-free, revocable, non-transferable copyright license to use the Firmware solely in conjunction with the applicable Product. No other rights or licenses to the Firmware are granted under these terms. Customer may not modify or create derivative works of the Firmware, decompile, reverse engineer, disassemble or otherwise reduce the Firmware to source code form, or alter or remove any copyright, trademark or patent notice(s) in the Firmware. Further, Customer may not reverse engineer or disassemble Product for use in connection with: (i) preparing a patent application, drafting or amending claims of a patent application (e.g., a first application, continuation, divisional, continuation-in-part, or an international application), or filing a reissue patent application, in each case, to capture design or technologies identified through the reverse engineering or disassembly of Product; or (ii) determining patent infringement. 
8. INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and hold Seller and its affiliates harmless against any claims, damages, expenses or losses (including attorneys’ fees) (“Claims”) resulting from (a) infringement of any patent, trade secret, copyright, moral, or other proprietary right arising from Customer's designs, specifications, or instructions; (b) Claims of infringement of any such intellectual property rights arising from the use, combination, bundling or inclusion of Seller’s Product into Customer’s product or the product of a third party; and (c) Customer’s use of the Product in connection with, or for, Critical Applications.   
9. INDEMNIFICATION BY SELLER.  Seller shall defend any suit or legal proceeding brought against Customer if and to the extent it alleges that any Product, alone or any part thereof, purchased by Customer hereunder constitutes a direct infringement of any patent of the United States. Customer shall provide Seller authority, information and assistance (at Seller's reasonable expense) for the defense of same with counsel of Seller's choice. Subject to the limitations of liability section below, Seller shall pay all Claims finally awarded in any such proceeding against Customer, to the extent such Claims are wholly attributable to the Products and such Claims do not exceed a reasonable royalty rate for the infringing portion of the Product. The foregoing indemnity is personal to Customer and is not assignable, transferable or subject to pass through to any third party including Customer’s own customers.  Customer must provide notice to Seller of any suit or legal proceeding under this section within ninety (90) days of the date such suit or legal proceeding. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE ENTIRE LIABILITY OF SELLER FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR ANY PART THEREOF. Seller shall not be liable to indemnify Customer if any patent infringement lawsuit or legal proceeding is based in whole or in part upon: (a) a use by Customer (or its customers) for which the Product was not designated or intended, (b) an alteration of the Product in question, or combination of the Product with another part by Customer or a third party, if such infringement would not have occurred based on an unaltered or non-combined product, (c) Customer’s breach of the Seller Terms, (d) a claim that the Product infringes a de facto standard or a specification promulgated by a public or private consortium, standards body, or similar organization, or (e) a claim that the Product infringes any audio and/or video codec technologies including, but not limited to: (i) Dolby Digital AC-3 audio coding standards/technologies; (ii) Bluetooth standards/technologies; (iii) the Advanced Audio Coding codec; (iv) ROVI (a/k/a Macrovision) technologies including its Analog Protection System; (v) the MPEG-2, MPEG-4, MPEG-H, MPEG-I and related codecs; (vi) the VP8 and VP9 codecs; (vii) the Alliance for Open Media Video 1 codec; (viii) the SMPTE 421 codec; (ix) the Advanced Television Systems Committee standards/technologies; (x) the High Definition Multimedia Interface standard and related technologies; or (xi) the DisplayPort and mDisplayport standard and related technologies.   
10. LIMITED WARRANTY. Subject to the exclusions below, Seller warrants that Products as delivered will be free from defects in materials and workmanship and will substantially conform to Seller’s specifications, including publicly available Product datasheets and known issues and errata, each as issued by Seller, (“Limited Warranty”) for the Warranty Period. The “Warranty Period” shall be twelve (12) months, commencing on the date that title for the Products transfers to Customer; provided however, that (a) the parties may agree to a different time period in a signed writing; (b) Kria SOM (system-on-module) starter kits, programming, debug and trace modules and cable, development/evaluation boards, cards and kits shall have a Warranty Period of ninety (90) days; (c) commercial-grade Kria SOM Products shall have a Warranty Period of two (2) years; and (d) Alveo Products and industrial-grade Kria SOM Products shall have a Warranty Period of three (3) years. The Limited Warranty on any replacement Products shall terminate with the warranty of the original Product. This Limited Warranty applies only to the original purchaser of the Product and does not extend to subsequent owners or other third parties, except where required by applicable law.    
    1. Remedy.  If the Product fails to meet the Limited Warranty during the Warranty Period, Seller, at its sole option, will: (i) repair the Product, which may include a requirement for Customer to implement or install software or Firmware updates to the Product or to Customer’s product or environment; (ii) replace the Product with a new, previously owned, or reconditioned Product of the same model or with a model that has equivalent performance; or (iii) if Seller cannot repair or replace the Product, refund the purchase price of the Product. This Limited Warranty is only available if: (i) Customer promptly notifies Seller in writing during the Warranty Period of any defect or nonconformance in the Product, (ii) Customer obtains authorization from Seller to return the defective Product, (iii) the defective Product is returned to Seller in accordance with Seller’s shipping instructions, and (iv) Seller confirms defect or nonconformance or otherwise validates the warranty claim. For Limited Warranty returns, risk of loss will transfer to Seller when the defective Product is provided to Seller’s carrier.   
    2. Exclusions.  Seller’s distributors, resellers, third parties, agents or employees are not authorized to modify, extend or add to this Limited Warranty. Any technical advice or assistance, referrals or qualification or testing data provided by Seller is provided AS IS and WITH ALL FAULTS.  This Limited Warranty does not apply to and excludes to the maximum extent permitted by applicable law: (i) Engineering Samples, wafer and die (ii) any products procured from unauthorized sources; (iii) Products that have been subject to misuse, mishandling, accident, alteration, neglect, or unauthorized repair or installation;  (iv) Products used in an application or environment that is not within the specifications; (v) Devices that are subject to a custom specification and are programmed with a bitstream or design that differs from the bitstream or design verified by Seller to program such devices; (vi) Products returned to Seller in a condition that prevents or limits testing or failure analysis, such as Products that have been programmed by Customer with encryption or other technology such as eFuse; (vii) damage to Products resulting from use outside of official clock speed and/or voltage specifications (even when enabled through settings in hardware or software that are made available by Seller, or otherwise described by Seller in its Product materials); (viii) design defects or errors in the Product disclosed as errata in Seller technical documents; (ix) defects or nonconformities caused by: defects in the board, computer system, or other Customer product into which the Product was incorporated;  any other external factors beyond the control of Seller;  security vulnerabilities or security threats, including intentional misconduct by third parties; or  use of a heatsink or fan not provided or expressly recommended by Seller or otherwise not conforming to the applicable Seller thermal design documentation requirements. 
    3. Disclaimer. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE REMEDIES SET FORTH IN THIS SECTION ARE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF THIS LIMITED WARRANTY (OR UNDER ANY OTHER WARRANTY IMPOSED UNDER APPLICABLE LAW THAT CANNOT BE DISCLAIMED), NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY SUCH REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS PROVIDED BY THE LIMITED WARRANTY, ALL PRODUCTS ARE SOLD “AS-IS” WITH NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION:  ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.  SELLER DOES NOT WARRANT OR REPRESENT THAT PRODUCTS: (1) ARE FULLY VERIFIED, TESTED; (2) PROVIDE ANY PARTICULAR FUNCTIONALITY, OR WILL MEET THE REQUIREMENTS OF A PARTICULAR CUSTOMER APPLICATION; OR (3) ARE ERROR-FREE OR WILL OPERATE UNINTERRUPTED. This Limited Warranty is a global voluntary manufacturer’s warranty. Customer’s rights under this warranty may be in addition to, and not instead of, any rights provided by applicable local consumer law. Some jurisdictions do not allow the exclusion of implied warranties, so these limitations may not apply.   
11. LIMITATIONS OF LIABILITY. Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so portions of the below limitations or exclusions may not apply. TO THE EXTENT THAT SELLER MAY BE HELD LEGALLY LIABLE TO CUSTOMER BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SELLER’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF (1) ONE HUNDRED THOUSAND DOLLARS ($100,000) OR (2) THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS THAT ARE THE SUBJECT MATTER OF THE CLAIM IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE OCCURRENCE GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS RELATED TO THE SAME PRODUCT AT ISSUE SHALL NOT ENLARGE OR EXTEND THIS LIMIT. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND WHETHER ANY DAMAGES ARE BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL SELLER BE LIABLE FOR: (a) DAMAGES RELATING TO CUSTOMER’S PROCUREMENT OF SUBSTITUTE PRODUCT; (b) LOSS OF USE; (c) DAMAGE TO ANY ASSOCIATE SYSTEMS OR EQUIPMENT; (d) LOSS OF DATA; (e) LOST PROFITS; or (f) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST SELLER UNDER THE SELLER TERMS MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE RELATED CAUSE OF ACTION. THE REMEDIES PROVIDED HEREIN ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES. SELLER DOES NOT ASSUME, NOR DOES SELLER AUTHORIZE ANY OTHER PERSON TO ASSUME FOR SELLER, ANY OTHER LIABILITIES. CUSTOMER AND SELLER ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN.  
12. 3RD PARTY PRODUCTS. Seller shall have no obligation or liability with respect to any product, equipment or software, (“third party product”) purchased by Seller from a third party and sold to Customer either with the Product or stand alone, except that Seller shall, to the extent allowed by law and contract, pass-through to Customer any warranties or indemnities applicable to such third party product that Seller acquires from or through a third-party manufacturer or distributor, provided that Customer shall bear all costs associated with the enforcement of such warranties or indemnities.    
13. TERMINATION. If Customer breaches the Seller Terms, including by failing to pay invoiced amounts when due, Seller may, until the breach is cured, suspend, delay or cancel any Quotation, sales acknowledgement, order, delivery or any other performance by Seller. This right shall be in addition to, and not in lieu of, any other rights and remedies available under the Seller Terms or at law or in equity.  If Customer becomes, or is likely to become, bankrupt or insolvent, or Customer transfers assets to its creditors or commences to be wound up, or a receiver or administrator or similar official is appointed for Customer, or Customer is under or subject to similar circumstances as the foregoing, in any jurisdiction, Seller may, upon written notice, immediately withdraw any outstanding Product Quotations, cancel any outstanding Customer orders, and/or terminate the Seller Terms, without judicial intervention or a declaration of default of Customer and without prejudice to any right or remedy of Seller.  
14. COMPLIANCE WITH LAWS. Customer shall adhere to all applicable export laws and regulations including, without limitation, those administered by the U.S. Department of Commerce – Bureau of Industry and Security (U.S. Export Administration Regulations 15 CFR 730 et seq.) and those administered by the U.S. Department of State in accordance with the U.S. International Traffic in Arms Regulations (ITAR) set forth in Subchapter M, Title 22, Code of Federal Regulations, Parts 120 through 130 (22 CFR 120-130), as the same may be amended from time to time, and shall not export, re-export, resell, transfer, or disclose, directly or indirectly, any Products or technical data, or the direct product of any Products or technical data, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body, including the export authorities of all respective countries. For the avoidance of doubt, Customer shall not use Products in, or re-export Products to Belarus, Russia and the Donetsk (DNR) or Luhansk (LNR) regions of Ukraine, regardless of the applicable export laws and regulations. Customer shall impose upon its customers terms at least as restrictive as those contained in this Clause 14 with respect to any sale, distribution or export of Products.
15. DISPUTE RESOLUTION. Prior to bringing a suit or legal proceeding, any dispute or difference arising under the Seller Terms will be referred to executives at each of Seller and Customer in an attempt to settle such dispute or difference. The parties shall attempt to resolve the dispute in an amicable fashion and shall have up to one (1) month after receipt of such request to attempt to resolve it. In the event a dispute is not resolved by such executive escalation, the parties will have the right to initiate a suit, action or other adversary proceeding before the appropriate court exclusively within the jurisdiction of the courts of Travis County, Texas, or the United States District Courts for the Western District of Texas. In the event of such suit, action or other adversary proceeding, the parties hereto (i) submit to the exclusive personal jurisdiction of the federal and state courts in the State of Texas, and (ii) expressly waive any right they may have to a jury trial and agree that any such proceeding will be tried by a judge without a jury. All defenses based on passage of time will be tolled pending executive escalation, unless otherwise prohibited by law. Nothing herein will be construed to preclude any party from seeking injunctive or other provisional relief to protect its rights, provided however that such relief may only be sought within the appropriate judicial forum above. Except as otherwise provided herein, the substantially prevailing party in any proceeding brought by one party against the other will be entitled, in addition to any other rights and remedies it may have, to reimbursement for the expenses reasonably incurred by it in such proceeding, including but not limited to court costs, reasonable attorneys’ fees and costs, expenses of expert witnesses, costs of appeal, and any other reasonable out-of-pocket expenses. The Seller Terms shall be governed by, construed, enforced and interpreted in accordance with the substantive laws of the State of Texas without giving effect to any conflicts or choice of laws principles which otherwise might be applicable and excluding the United Nations Convention of Contracts for the Sale of Goods.  
16. MISCELLANEOUS. In no event will Seller be liable for delay, partial delivery or non-delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, priorities, fires, floods, earthquakes, other natural disasters, strikes, lockouts, slowdowns, factory or labor conditions, errors or other issues in manufacture including yield issues, and inability to obtain necessary labor, materials or manufacturing facilities. Any obligations and duties which, by their nature, extend beyond the expiration or earlier termination of the Seller Terms shall survive such expiration or termination. If any provision of the Seller Terms is held to be unlawful, unenforceable or invalid by a court of competent jurisdiction, then such provision shall be modified to the minimum extent necessary to make it lawful, enforceable and valid, while to the fullest extent possible preserving the business and financial intent and impact of the original provision, and the remaining provisions shall remain in full force and effect. Any failure by Seller to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, nor in any way affect the validity of the Seller Terms or the right of Seller to enforce any part of the Seller Terms at any other time.  Customer shall not assign, dispose, charge, subcontract or otherwise transfer any of its rights or obligations under the Seller Terms without the prior written consent of Seller, and any attempt to do so is void.   All notices must be in writing and addressed to the attention of the other party's registered office. All notices will be deemed given (i) in the case of mail, on the date deposited in the mail, postage prepaid, registered, or certified, with return receipt requested (or its equivalent), or (ii) in the case of personal delivery to an authorized representative or officer of the party, or in the case of express courier service or delivery service of national standing, on the date of delivery or attempted delivery (if receipt is refused). Except as set forth in Section 1, the Seller Terms constitute the entire agreement between the parties relating to the sale of the Products and supersede all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. To the extent that any specific terms or conditions conflict between these Terms of Sale, the Quotation, and any other standard terms and conditions provided to Customer by Seller in connection with sale of the Product, the earliest terms or conditions provided to Customer govern. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement these Seller Terms. Electronic Data Interchange (“EDI”) Transactions conducted between Customer and Seller through EDI, or other electronic methods, shall be in accordance with these Seller Terms unless otherwise expressly agreed in writing.    

Terms of Sale Updated July 2024.

Terms of Sale for Xilinx Online Store

Xilinx Online Store Exceptions to the Terms of Sale. All products sold under the Xilinx Online Store site are subject to the Terms of Sale (for hardware) and End User License Agreement (for software), with the following exceptions: (i) Payment and Taxes: All Xilinx Online Store purchases shall be made solely by means of credit card, to be authorized at the time of order submission and charged on the applicable ship date (for hardware) or on the date of electronic fulfillment (for software). (ii) Delivery, Transfer of Title, and Risk of Loss: All Xilinx Online Store purchases shall be subject to separate shipping charges. Transfer of title and risk of loss shall occur on the date when the applicable products are shipped from Xilinx’s warehouse’s dock. Xilinx ships online store products from Singapore. The Customer (or recipient, if different) is the importer of record and therefore must comply with all applicable import laws and regulations of the destination country. Orders shipped outside of Singapore may be subject to import taxes, customs duties and fees, which are levied once a shipment reaches the recipient's country. Additional charges for customs clearance must be borne by the recipient; Xilinx has no control over these charges and can't predict what they may be. Customs policies can vary widely from country to country. You should contact your local customs office for more information. When customs clearance procedures are required, it can cause delays beyond Xilinx's original delivery estimates. (iii) No Cancellation/No Return: All Xilinx Online Store purchases shall be non-cancellable and non-returnable (NCNR), subject only to the 90-day limited warranty for boards and cables.