Xilinx, Inc. ("Xilinx") and/or its affiliates own and maintain the Site. By registering to the Site, clicking, or otherwise accessing, browsing and/or using the Site, you agree to be bound by these Terms and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations. You represent you have the legal authority to accept the Terms on behalf of yourself or any party you represent. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR IF YOU ARE NOT CERTAIN YOU CAN COMPLY WITH THESE TERMS, DO NOT REGISTER TO, ACCESS, OR USE THE SITE. “You” means any individual who registers to, accesses, or uses the Site, as well as any entity on whose behalf you are acting.
If any provision of the Terms is held to be invalid by any law, rule, order, or regulation of any government or by the final determination of any state or federal court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provision of the Terms. The Site is controlled and operated in whole or in part by Xilinx in the United States. BY ACCESSING THE SITE YOU AGREE THAT THE STATUTES, LAWS, AND REGULATIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS IN CALIFORNIA, U.S.A. The United Nations Convention on the International Sale of Goods is expressly excluded from application to these Terms. If you access the Site from other locations you do so at your own risk and you are responsible for compliance with applicable local laws. Xilinx makes no representation that the Content in the Site is appropriate or available for use in other locations, and access to it from territories where the Content may be illegal is prohibited. You acknowledge that Xilinx reserves the right in its sole discretion to terminate these Terms, or refuse or terminate access to the Site by you at any time. This Site contains documentation and information related to products and services of Xilinx, and other information, software, photos, figures, drawings, scripting, test video, graphics, music, sounds, images, materials and content (“Content”). There may be information on this Site that is outdated, contains typographical errors, inaccuracies or omissions. Xilinx assumes no obligation to correct any errors contained on the Site, including the Content and any services made available via the Site, such as engineering software support. Xilinx makes no commitment to update the Content. You agree that your access, use, or reliance on this Site (including any Content) is solely at your own risk.
By submitting information to services such as discussion boards, community forums, or to Xilinx Technical Support, you agree that faulty transmission and/or third party interception is a risk and you assume that risk by submitting information over the Internet, and agree to hold Xilinx harmless in the event that information is received by an unintended third party.
Xilinx reserves the right to change these Terms from time to time at its sole discretion by updating this posting, with the new terms taking effect on the date you accept the updated Terms. Your acceptance of the updated Terms by selecting or checking a box (if one is made available to you), or your continued use of the Site after we have notified you of the updated Terms, constitutes your binding acceptance of the updated version of the Terms. If you do not agree to any updated version, you must immediately discontinue your use of the Site. In the case of any violation of these Terms, Xilinx reserves the right to seek all remedies available by law and in equity for such violations.
The Content is owned and copyrighted by Xilinx, Inc. Except as expressly permitted herein, you may not copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, the Content or any part of the Site without the prior written (non-electronic) consent of Xilinx. You also may not "mirror" any Content contained in the Site without express written consent from Xilinx. Permission is granted to display, copy, distribute and download the Content for personal, non-commercial use only, provided you don't modify or alter the Content and you retain any and all copyright and other proprietary notices contained in the Content. This permission terminates automatically if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded or printed Content. Any unauthorized use of Content and the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. All rights not expressly granted to you under these Terms are reserved.
The trademarks, logos and service marks displayed on the Site are the property of Xilinx or other third parties. You are not permitted to use trademarks, logos and service marks found on the Site without the prior written consent of the trademark owner.
Xilinx, the Xilinx logo, Artix, CoolRunner, ISE, Kintex, LogiCORE, Modelware, Petalogix, Pilotsync, RocketIO, Spartan, Virtex, Vivado, WebPACK, and Zynq are registered trademarks of Xilinx.
ASMBL, ChipScope, ChipSync, CORE Generator, EasyPath, ExpressFabric, FinFast, Foundation, MicroBlaze, Modesat, PicoBlaze, PlanAhead, QPro, SelectIO, SelectRAM, SmartCompile, SmartGuide, SmartPreview, System ACE, UltraScale and XtremeDSP are trademarks of Xilinx, Inc.
AMBA, AMBA Designer, ARM, ARM1176JZ-S, CoreSight, Cortex, PriceCell, MPCore, and the ARM, ARM Powered, ARM Connected Partner, and ARM Connect Community Partner logos are trademarks of ARM Ltd.
AVNU is a trademark of the AVnu Alliance.
CPRI is a trademark of Siemens AG.
The DisplayPort icon is a trademark of the Video Electronics Standards Association.
HDMI and High-Definition Multimedia Interface are trademarks of HDMI Licensing LLC.
HyperTransport is a trademark of the HyperTransport Technology Consortium.
MATLAB and Simulink are trademarks of The MathWorks, Inc.
MOST is a trademark of SMSC Europe GmbH.
PCI-SIG, PCI, PCI Express, PCIe, PCI-X, PCI HOT PLUG, MINI PCI, and EXPRESSMODULE are trademarks of PCI Special Interest Group.
PowerPC is a trademark of IBM Corporation.
The USB logo is a trademark of Universal Serial Bus Implementers Forum, Inc.
V-by-One HS is a trademark of THine Electronics, Inc.
VLYNQ is a trademark of Texas Instruments Inc.
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
You will receive a password and account designation upon completion of the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Xilinx of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with these terms.
Xilinx may provide you the ability to post content to the Site. “User Content” means all information, graphics, text, images, software, sound files, video, communications and other materials, including all metadata associated with any content, that is posted to the Site by users of the Site. You understand that all User Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from whose account the User Content originated. You are entirely responsible for all User Content, if any, that is uploaded, posted, emailed, transmitted or otherwise made available via your account. We do not control the User Content posted by you or other users of the Site and, as such, do not guarantee the accuracy, integrity or quality of User Content. Although Xilinx does not pre-screen the User Content, Xilinx reserves the right to determine whether any User Content is appropriate and in compliance with these Terms, and may pre-screen, filter, restrict, block, move, refuse, modify or remove User Content at any time in its sole discretion, without prior notice. Xilinx does not guarantee the security or availability of any User Content transmitted or stored using the Site, and makes no representations that it will monitor access to or use of the Site. Xilinx encourages you not to post or share sensitive personal information. Xilinx will not be liable for any User Content.
Xilinx does not claim ownership of User Content you submit or make available using the Site. However, by submitting, posting or transmitting User Content and personally identifiable information on areas of the Site that are accessible by other users or the public, you grant to Xilinx and those members of the public who have access to that User Content a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display that User Content on the Site, and to publish your name and other personally identifiable information in connection with that User Content. By submitting, posting or transmitting User Content on areas of the Site that are accessible to other users or the public, you represent and warrant that you are the owner of that User Content or have authorization to distribute it (including all consents required under applicable privacy laws) and that the use and publication of the User Content does not violate any law. You understand that in order to provide the Site and make your User Content available on it, Xilinx may transmit your User Content across various public networks, in various media, and may reproduce, modify or change your User Content to store and retrieve the User Content, to make it available to you and other members of the public, to comply with technical requirements, and otherwise in connection with operation of the Site.
This Site may contain links to other web sites operated by third parties. You acknowledge that Xilinx neither endorses nor is affiliated with the linked sites and is not responsible for any content that appears on the linked sites.
Nothing contained in the Terms shall be construed as conferring by implication, estoppel, or any other legal theory, a license or right to any patent, trademark, copyright, or other intellectual property right, except those expressly provided herein. Certain products, processes, software, and other technology available for purchase on this Site will be subject to the Terms of Sale and any additional terms that are referenced in or accompany the product, process, software, or technology.
The Content, including any software, is provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Content by the Government constitutes acknowledgment of Xilinx’s proprietary rights in them.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Personal information collected via the Site may be stored and processed in the United States and/or any other country in which Xilinx or its affiliates, subsidiaries or agents maintain facilities, and by using the Site, you consent to any such transfer of information into and out of your country, state, and/or territory.
Not all products or programs mentioned on the Site will be available in your country. Please contact your local sales representative for information as to products and services available in your country.
Materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission from Xilinx. Except as expressly provided herein, Xilinx and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by Xilinx in writing or incorporated elsewhere in the Materials.
NO WARRANTIES: THE SITE, INCLUDING ALL CONTENT IS PROVIDED "AS IS" “WITH ALL FAULTS” and "AS AVAILABLE," and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you to the maximum extent permitted by applicable law. XILINX AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, INCLUDING PATENTS, COPYRIGHTS OR OTHERWISE, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE.
IN NO EVENT WILL XILINX OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE, DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, OR CONTENT, EVEN IF XILINX OR ANY SUPPLIER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
XILINX AND ITS SUPPLIERS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL DAMAGES, INJURY, PROPERTY DAMAGE, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THE TERMS, THE SITE, CONTENT OR YOUR USE OF THE SITE, WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SITE UP TO FIVE DOLLARS (U.S. $5.00). THESE ACTUAL MONEY DAMAGES WILL BE YOUR SOLE REMEDY.
EACH OF THE LIMITATIONS IN THE DISCLAIMER OF CERTAIN DAMAGES, AND THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY SECTIONS APPLY (A) EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND (B) WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM (I) BREACH OF CONTRACT, (II) BREACH OF WARRANTY, (III) FAULT OR TORT, INCLUDING NEGLIGENCE AND MISREPRESENTATION, (IV) STRICT LIABILITY OR (V) ANY OTHER CAUSE OF ACTION, TO THE EXTENT THE EXCLUSIONS AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS OF DAMAGES MAY NOT APPLY TO YOU.
You will not use or export anything from the Site in violation of U.S. export laws and regulations or these Terms.Xilinx, Inc., software programs and technical data may not be exported or re-exported, either directly or indirectly, to the U.S. embargoed destinations or entities of Cuba, Iran, North Korea, Sudan and Syria or to persons/entities on the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List and the Debarred List, without prior written authorization from the appropriate U.S. government departments (Commerce, State Department, Treasury).
In order to obtain export classification information for all Xilinx products, ECCN# and HTS#, please use our Global Trade Compliance Product Classification Lookup at https://xapps9.xilinx.com/planext_prod/gtc_classification_ext.list or if a product can't be found by using the lookup, please send your request to: email@example.com.
If a court of competent jurisdiction determines that any part of these Terms is invalid or unenforceable, then it will replace the invalid or unenforceable provision with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. The section titles in these Terms are used only for the parties’ convenience and have no legal or contractual significance. We may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, in the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms constitute the entire agreement, and supersede all prior or contemporaneous communications of any kind, between you and us with respect to the Site.
In these Terms of Sale (the “Agreement”), the term “Xilinx” shall mean the applicable seller of Products (as defined below), which is either Xilinx, Inc. (for sales in the United States), Xilinx Ireland Unlimited Company (for sales in Europe, the Middle East and Africa), or Xilinx Sales International Pte. Ltd. (for sales in Asia Pacific, Japan, and the Americas region other than the United States), and the term “Customer” means the applicable buyer of the Products.
1. EXCLUSIVE TERMS AND CONDITIONS. Except only where otherwise agreed in writing signed by an officer of Xilinx, the terms and conditions set forth in this Agreement shall exclusively govern the offer and sale by Xilinx to Customer of Xilinx semiconductor devices (including without limitation FPGA, PLD, SoC, configurable memory or other standard semiconductor devices, EasyPath devices, Engineering Samples (as defined below), wafers, unpackaged die, and devices made pursuant to Customer’s specifications), development boards and kits, and programming cables (collectively, “Products”). “Engineering Samples” means semiconductor devices and die that are developmental or experimental in nature or are in prototype form or which are sold under a part number containing “es” as part of the part number. Products exclude any software including design tools, design files or reference designs (“Licensed Items”). Licensed Items are distributed under separate license agreement(s) which Customer must sign, execute or otherwise accept prior to obtaining Licensed Items. Xilinx offers to sell and deliver Products only in accordance with the terms and conditions of this Agreement, and acceptance of any Xilinx offer is expressly limited to the terms and conditions herein. Acceptance of Customer's order by Xilinx is expressly subject to Customer’s assent to this Agreement as the sole and exclusive terms and conditions governing Customer’s order without deviation. Any terms or conditions proposed by Customer, whether written or oral, that add to, vary from, or conflict with this Agreement are expressly objected to and rejected by Xilinx, and shall be null and void, even in the absence of any other objections by Xilinx and whether acknowledged by Xilinx or not. Xilinx does not intend to enter into any contract for the purchase and sale of Products other than under the terms and conditions of this Agreement, and no employee, representative or agent of Xilinx is authorized to make or accept on Xilinx’s behalf any offer for the purchase and sale of Products other than on the terms and conditions of this Agreement. Assent to this Agreement by Customer may be evidenced by (i) Customer's written or verbal assent or the written or verbal assent of any representative of Customer, (ii) Customer's acceptance of delivery of the Products or payment of the purchase price or payment of the first installment of the Products (if applicable), or any such acceptance by any representative of Customer, or (iii) other conduct by Customer or any representative of Customer consistent with acceptance of this Agreement. Customer acknowledges that it has not purchased Products in reliance upon any warranty or representation other than those specifically set forth herein.
2. PAYMENT AND TAXES. Prices and pricing conditions (including but not limited to currency, step pricing and minimum order amount) are as quoted by Xilinx in official Xilinx quotation(s) only. If Xilinx extends credit, payment is due within thirty (30) days of the date of invoice. Customer shall pay Xilinx’s invoice in full without any deduction, counterclaim or set-off. A finance charge shall be assessed on overdue invoices on a daily compounded basis from the due date through the date of payment up to the maximum interest rate allowed by applicable law. Customer warrants and represents that all information and assurances provided in an application for credit are true and correct. Xilinx reserves the right to change or remove credit terms at any time for any reason, including, but not limited to, a change in the financial condition or payment history of Customer, and to require payment prior to delivery and/or additional security such as a bank guarantee or parent company guarantee. Xilinx may suspend or cancel performance under this Agreement or any other agreement without liability if Customer fails to make any payment when due. Customer waives the right to recover from Xilinx any unclaimed credits granted by Xilinx twelve (12) months after the accrual of such claims. Prices for Products are exclusive of all federal, state or other government, excise, use, occupational, sales, value added tax (VAT), goods and services tax (GST), export, import or custom fees or duties or like taxes or duties now in force or enacted in the future in any jurisdiction (“Taxes”). Customer shall pay any Taxes imposed by any government authority on, or measured by, the transaction between Xilinx and Customer and any Taxes paid by Xilinx as required at the time of sale or thereafter, excluding those based on Xilinx’s net income. If Customer is required under local law to apply a withholding tax, Customer shall notify Xilinx in advance and reasonably assist in minimizing its impact.
3. DELIVERY, ACCEPTANCE, TRANSFER OF TITLE, AND RISK OF LOSS. Delivery terms shall be FCA (Xilinx-named place of shipment) as defined in the INCOTERMS 2010, provided, however, in North America and Europe, delivery terms may be FCA (Xilinx-named place of shipment) or CPT (Customer-named place of destination) as defined in the INCOTERMS 2010, in each case as may be determined by Xilinx or agreed in writing between Xilinx and Customer. Notwithstanding the applicable Incoterm, the following shall apply: (i) title and risk of loss to the Products shall transfer to Customer when Xilinx tenders the Products to the freight forwarder at the Xilinx-named place of shipment or Customer-named place of destination, in accordance with the applicable INCOTERMS, and further, (ii) Customer is responsible for insuring the Products against risk of loss or damage during shipment commencing upon tender to the freight forwarder and (iii) Customer shall be responsible for and pay all applicable freight, insurance, fees, duties and charges for the export, import and delivery of the Product upon delivery at the Xilinx-named place of shipment or Customer-named place of destination, as applicable. The date and time of delivery occurs when Products are tendered to the freight forwarder as indicated by Xilinx’s records, and Products shall be deemed accepted upon such tender. The foregoing shall be without prejudice to Customer’s rights under the limited warranty as set out below. In the event of capacity constraints, Customer is deemed to have consented to Xilinx allocating shipments among customers at its sole discretion and Xilinx shall not be responsible for any losses caused as a result of unavailable, late or partial shipments due to allocation. Delivery dates indicated in Xilinx’s written acknowledgements to Customer’s orders are estimates, and delivery may occur in installments. Xilinx shall not be liable for any damage, losses, costs or expenses incurred by Customer if Xilinx fails to meet the estimated delivery dates.
4. NO RETURN/RESCHEDULING/CANCELLATION. Products are non-returnable except for warranty returns under Section 7 below and Orders acknowledged by Xilinx in writing (via EDI, email, facsimile or otherwise as may be agreed in writing between the parties) are non-cancellable and cannot be rescheduled by Customer without Xilinx’s express written consent (collectively, “NCNR”). Customer has no rights in partially completed goods.
5. NO LICENSE. Xilinx reserves all rights under any patents, trade secrets, trademarks or copyrights other than those solely exhausted upon sale of a Product, and no additional rights to Xilinx’s intellectual property are granted under this Agreement whether by implication, estoppel, or otherwise.
6. MODIFICATIONS/PRODUCT DISCONTINUANCE. Xilinx may modify the specifications of Products 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. The availability of Products is subject to Xilinx’s product discontinuance policies (“PDN”).
7. LIMITED WARRANTY. Subject to the limitations and exclusions in this Agreement, Xilinx warrants that Products as delivered will, for one (1) year (or, for development boards and kits, and programming cables, ninety (90) days) following the date title for such Products transfers to Customer hereunder, be free from defects in materials and workmanship and will substantially conform to Xilinx’s publicly available Product datasheets and known errata in effect on such date (“Specifications”). This limited warranty does not apply to and excludes to the maximum extent permitted by applicable law: (i) Engineering Samples, wafers and die; (ii) Xilinx 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) EasyPath Products that are programmed with a design that differs from the design verified by Xilinx to program such products; and (vi) Products returned to Xilinx in a condition not suitable for failure analysis, including but not limited to Products that have been programmed with eFuse, encryption or other technology that prevents Xilinx from communicating with or testing the Products using Xilinx’s standard testing procedures and methodologies (the items described in sub-paragraphs (i) to (vi) inclusive being, collectively, “Excluded Items”). Customer waives any right to assert a warranty claim unless such claim was made with written notice to Xilinx prior to expiration of the warranty period and setting out in as much detail as possible the nature of the claim. For any breach by Xilinx of this limited warranty, the exclusive remedy of Customer and the sole liability of Xilinx shall be, at the option of Xilinx, to replace or repair the affected Products, or if neither is feasible in Xilinx’s sole opinion, to refund to Customer the price paid to Xilinx for the affected Products. Customer cannot return Products without first obtaining a Return Material Authorization (RMA) from Xilinx. The availability of and warranty period for replacement Products is subject to PDNs from time to time. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND NON-TRANSFERABLE. XILINX DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE OR OTHERWISE HOWSOEVER ARISING.
Engineering Samples are made available solely for purposes of research, development and prototyping. Customer agrees not to use Engineering Samples for production purposes.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) ALL EXCLUDED ITEMS ARE SOLD “AS-IS” WITH NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY; (2) XILINX DOES NOT WARRANT OR REPRESENT THAT EXCLUDED ITEMS ARE FULLY VERIFIED, TESTED, OR WILL OPERATE IN ACCORDANCE WITH THE SPECIFICATIONS; (3) XILINX DISCLAIMS ANY OBLIGATIONS FOR TECHNICAL SUPPORT AND BUG FIXES RELATING TO EXCLUDED ITEMS; (4) XILINX WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF EXCLUDED ITEMS IN ANY MANNER WHATSOEVER, REGARDLESS OF WHETHER OR NOT XILINX HAS BEEN ADVISED OF THE POSSIBILITY THEREOF OR THEY ARE REASONABLY FORESEEABLE; (5) XILINX MAKES NO WARRANTY OR REPRESENTATION THAT EXCLUDED ITEMS PROVIDE ANY PARTICULAR FUNCTIONALITY, OR THAT EXCLUDED ITEMS WILL MEET THE REQUIREMENTS OF A PARTICULAR CUSTOMER APPLICATION; (6) XILINX DOES NOT WARRANT OR REPRESENT THAT EXCLUDED ITEMS ARE ERROR-FREE, NOR DOES XILINX MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND (7) THE FOREGOING STATES THE ENTIRE LIABILITY OF XILINX WITH RESPECT TO EXCLUDED ITEMS.
8. CRITICAL APPLICATIONS. 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 (COLLECTIVELY, “CRITICAL APPLICATIONS”). CUSTOMER AGREES, PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS THAT INCORPORATE PRODUCTS, TO THOROUGHLY TEST THE SAME FOR SAFETY PURPOSES. CUSTOMER FURTHER AGREES TO ASSUME THE SOLE RISK AND LIABILITY OF ANY USE OF PRODUCTS IN CRITICAL APPLICATIONS, SUBJECT ONLY TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY, AND CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS XILINX FROM ANY CLAIMS WITH RESPECT TO OR ARISING FROM SUCH USE.
9. INDEMNIFICATION.Subject to the limitations and exclusions in this Agreement, Xilinx agrees to defend against claims, suits, or proceedings before a court of competent jurisdiction instituted against Customer to the extent based on a claim that Products as delivered to Customer by Xilinx directly infringes any U.S. patent or copyright or upon any claim that Xilinx has misappropriated or unlawfully disclosed trade secrets of a third party in connection with the design or production of Products (collectively, “Claims”), and to pay money damages awarded in a final judgment against Customer or agreed upon by Xilinx in settlement of such Claim, provided that Customer (i) gives Xilinx prompt notice in writing of the Claim; (ii) permits Xilinx to have sole control over the defense or settlement of the same; (iii) gives Xilinx all necessary information, assistance and additional authority required; and (iv) makes no admission of liability without the permission of Xilinx. If, as a result of a Claim, Customer is enjoined from using Products purchased from Xilinx, Xilinx may, at its sole discretion and option, (a) secure for Customer the right to use Products, (b) modify the Products to be non-infringing, or provide Customer with replacement Products that are non-infringing, or (c) if Xilinx cannot secure such rights or modify or provide such replacement Products on commercially reasonable terms, refund to Customer the price paid for affected Products and prospectively cease to defend Customer or pay damages here-under with regard to such Products without being in breach of this Agreement. THE FOREGOING STATES THE ENTIRE LIABILITY OF XILINX AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO CLAIMS RELATING TO THE PRODUCTS. EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, OR IMPLIED, ARE HEREBY DISCLAIMED.
9.1 Notwithstanding the above, Xilinx shall not be liable for any damages, losses, fees, costs or expenses incurred without its prior written authorization, and shall have no obligation or liability for any Claim related to or arising out of: (i) modifications to Products made by any party other than Xilinx or modifications made by Xilinx at the request of Customer; (ii) the use or incorporation in Products of any design or specification on behalf of Customer; (iii) the combination of Products with other products, including combining cores or elements of Products with any other circuitry, software, device, subassembly, system, or materials; (iv) any infringement based on protocols established by standards bodies; (v) a claim or counterclaim against Customer for claims initiated by or on behalf of Customer against a third party; or (vi) willful acts of Customer or its affiliates (collectively, “Excluded Claims”).
9.2 Customer agrees, at its own expense, to defend against Claims instituted against Xilinx related or arising from Excluded Claims, and for any Claims related to or arising from an allegation that Customer’s programming and use (by or on behalf of Customer or its end customer) of Products infringes upon any patent or copyright or upon any claim that Customer has misappropriated or unlawfully disclosed trade secrets of a third party in connection with a Claim (collectively, “Relevant Claims”), and to pay money damages awarded in a final judgment against Xilinx for such infringement or misuse, provided that Xilinx (i) gives Customer prompt notice in writing of the Relevant Claim; (ii) permits Customer to have sole control over the defense or settlement of the same; (iii) gives Customer all necessary information, assistance and authority required; and (iv) makes no admission of liability without the permission of Customer. THE FOREGOING STATES THE ENTIRE LIABILITY OF CUSTOMER WITH RESPECT TO RELEVANT CLAIMS.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) IN NO EVENT SHALL XILINX BE LIABLE FOR ANY COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR REWORK, LOSS OF DATA, LOST PROFITS, LOSS OF USE, GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR SALE OF THE PRODUCTS, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; (2) IN NO EVENT SHALL THE ENTIRE LIABILITY OF XILINX ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE PURCHASE PRICE FOR THE APPLICABLE PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY; (3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE AND REGARDLESS WHETHER OR NOT XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN; AND (5) NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST XILINX UNDER THIS AGREEMENT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE RELATED CAUSE OF ACTION.
11. FORCE MAJEURE. Xilinx shall not be liable for any loss, damage or penalty resulting from a failure to fulfill or delay in fulfilling an obligation when such failure or delay results directly or indirectly from causes beyond its reasonable control, including but not limited to acts of God, war, civil or labor unrest, fire, explosion, terrorism or threats thereof, natural disaster, pandemics, epidemics or plagues, materials shortages, or supply disruptions or delays. Nothing in this section relieves Customer of the obligation to pay Xilinx for Products after they have been tendered to Customer’s freight forwarder.
12. BREACH/TERMINATION. Without prejudice to any rights or remedies under this Agreement and/or at law, Xilinx may terminate this Agreement upon written notice to Customer if Customer materially breaches any provisions herein and fails to remedy that breach within thirty (30) days after written notice thereof. Further, if Customer shall become, or there is a reasonable risk of becoming, bankrupt or insolvent, or it transfers assets to its creditors, commences to be wound up or a receiver or administrator or similar official is appointed or if any similar, analogous or related bankruptcy or insolvency event occurs in any jurisdiction, Xilinx may, upon notice in writing, immediately terminate this Agreement without judicial intervention or declaration of default of Customer and without prejudice to any right or remedy which shall have accrued or shall accrue thereafter to Xilinx. Xilinx shall at any time be entitled to terminate this Agreement upon written notice to Customer of at least thirty (30) days, without having to specify any reasons therefor. Any obligations and duties which, by their nature, extend beyond the expiration or earlier termination for whatever reason of this Agreement shall survive such expiration or termination.
13. EXPORT COMPLIANCE. 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.
14. GENERAL. (a) If any provision of this Agreement 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. (b) Any failure by Xilinx 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 this Agreement or the right of Xilinx to enforce any part of this Agreement at any other time. (c) Customer shall not assign, dispose, charge, subcontract or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Xilinx, and any attempt to do so is void. On the other hand, Xilinx may do so upon notice to Customer. (d) Except for PDN, all notices must be in writing and addressed to the attention of the other party's registered office. Notices shall be deemed given when delivered by hand or courier, by fax communication supported by fax confirmation reports of proper sending, or five (5) business days after posting with correct postage and address sent by first class, certified or registered mail. (e) Customer acknowledges that all technical, commercial and financial (including Product price) data disclosed by Xilinx and/or its affiliates is the confidential information of Xilinx and/or its affiliates or which otherwise belong to others which Xilinx and its affiliates are entitled to disclose. Customer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed in writing by the parties and in strict conformance with the transactions contemplated herein. (f) No provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity other than the Customer any rights, remedies or other benefits under or by reason of this Agreement. (g) Where the invoicing party is Xilinx, Inc., these terms and any dispute, difference or question arising out of or in connection thereof (“Dispute”) are governed by the laws of the State of California and the courts of Santa Clara County, California shall have jurisdiction; where the invoicing party is Xilinx Sales International Pte. Ltd., these terms and any Dispute are governed by the laws of the Republic of Singapore and the competent courts of Singapore shall have jurisdiction; and where the invoicing party is Xilinx Ireland Unlimited Company, these terms and any Dispute shall be governed by the laws of Ireland and the competent Irish courts shall have jurisdiction; in each case without giving effect to conflict of laws rules and principles and excluding the application of the United Nation's Convention on Contracts for the International Sale of Goods. (h) Xilinx reserves the right to make any amendments, modifications or changes to this Agreement at any time (“Changes”) without prior notice thereof, and Changes shall take effect as specified by Xilinx or when posted on www.xilinx.com, whichever is earlier. For the avoidance of doubt, any such Changes shall not be effective to alter the terms and conditions of any valid contract existing prior to the Changes. (i) This Agreement constitutes the entire agreement between the parties relating to the sale of the Products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the Products made by any Xilinx representative, which are not stated herein, shall be binding on Xilinx. No addition to or modification of any provision of this Agreement shall be binding upon Xilinx unless made in writing and signed by an officer of Xilinx. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this Agreement. These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Online Store Exceptions to the Terms of Sale. All products sold under this Online Store site are subject to the Xilinx Terms of Sale (for hardware) and End User License Agreement (for software), with the following exceptions: (i) Payment and Taxes: All 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 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 Online Store purchases shall be non-cancellable and non-returnable (NCNR), subject only to the 90-day limited warranty for boards and cables.
Xilinx complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Xilinx has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Xilinx's certification, please visit http://www.export.gov/safeharbor/.