Terms & Conditions of Sale

Cambridge Silicon Radio Terms of Supply

1. Definitions
1.1 In these terms of supply, the following words have the meanings set out opposite them (unless stated otherwise):
"Acceptance" means written confirmation issued by the Seller to the Purchaser of the offer constituted by the Order;
"Contract" has the meaning as set out in clause 2.3;
"Express Terms" means any terms expressly set out in the Quotation (as varied by the Acceptance), on the face of the Order (as varied by the Acceptance) and in the Acceptance;
"General Terms " means all the terms as set out in these clauses 1 to 21;
"Goods" means the Seller's products (or any of them) identified by the product part numbers as listed or described in the Express Terms to be sold to a Purchaser pursuant to an Order, and any Software whether or not so identified;
"Intellectual Property Rights" shall have the meaning as set out in clause 13.1;
"Order" means the request made by the Purchaser to the Seller for the supply of the Goods;
"Price" means the price as stated (in the absence of manifest error) on the most recent Quotation for the supply of Goods, Services or Software (provided always that the Price shall be subject to any variations by the Seller in the Acceptance or subsequently in accordance with the terms of the Contract). Save as otherwise provided, all prices quoted shall be exclusive of any relevant government duties and taxes and shall be FCA (applicable international airport in territory of Seller’s relevant test and packaging supplier) and any additional costs incurred by the Seller on behalf of the Purchaser, including but not limited to delivery and insurance, which shall be met by the Purchaser;
"Prototype Product(s)" has the meaning as set out in clause 5.1 ;
"Purchaser" means any person placing an Order with the Seller for Goods in accordance with these terms and whose details are stated in the Express Terms;
"Quotation" means a (non-binding) price estimate (subject to any changes made by the Seller in writing from time to time) issued by the Seller to a potential Purchaser in respect of the supply of specified Goods, Services or Software;
"Seller" means Cambridge Silicon Radio Limited;
"Services" has the meaning as set out in clause 10.1 ;
"Software" means any software forming part of the Goods, whether or not separately identified by a product part number in the Express Terms pursuant to an Order; and
"Toolkit Terms" has the meaning as set out in clause 2.4. Unless, otherwise stated in writing the following terms shall apply:

2. Quotations, Orders and Acceptance
2.1 Any Quotation given by the Seller shall only be effective if in writing. Quotations are valid for thirty (30) days and represent no legally binding obligation on the Seller until the Seller accepts the Order by giving notice in writing to the Purchaser.
2.2 All Orders shall contain requested delivery dates that are based upon/consistent with the applicable lead-time for the relevant Goods at the date of Order, such lead-time being that publicised by and/or available (upon request) from Seller.
2.3 A contract for the supply of Goods, Software or Services shall only contain the Express Terms and the General Terms (which shall be read subject to the Express Terms) (a "Contract") and shall supersede and cancel any previous terms of supply notified by the Seller. No standard printed terms of the Purchaser on any Order or included in any other document shall be of any effect. No variation of the Contract shall be binding upon the Seller unless in writing and accepted by a director of the Seller or a duly authorised person on behalf of the Seller (authorised in writing by a director of the Seller).
2.4 If CASIRA, any other development products or toolkits or any BlueTooth modules form part of the Goods supplied under an Order, the Express Terms and the General Terms will apply unless there is any inconsistency with the Seller's standard terms that specifically govern the supply of CASIRA, any other development products or toolkits or BlueTooth modules in force from time to time (the "Toolkit Terms"), in which case the Toolkit Terms will apply to the exclusion of all conflicting terms contained in the Express Terms and the General Terms.

3. Price.
3.1 Unless expressly specified otherwise in the Quotation, the Price shall:
(a) be in US Dollars;
(b) be FCA (applicable international airport in territory of Seller’s relevant test and packaging supplier);
(c) without prejudice to clause 3.1(b), be exclusive of carriage, delivery, handling, special packaging, insurance and/or any similar costs incurred by the Seller acting on behalf of the Purchaser, (whether the Seller is acting as the agent of the Purchaser or otherwise), for which the Purchaser acknowledges that it will remain liable in any event; and
(d) be exclusive of any and all relevant taxes, government, import and/or any other applicable duties relating to the supply of the Goods, for which the Purchaser acknowledges that it will remain liable in any event.

3.2 At any time after issue of the Acceptance until the Goods are delivered by the Seller to the Purchaser, the Seller reserves the right to vary the Price to reflect or to take account of any increase in cost to the Seller of components imported from outside the country where the Seller manufactures the Goods (whether or not they reflect changes in exchange rates or government duties or taxes and/or fluctuations in market prices for commodity components) provided that in the event of any such variation in the Price, the Purchaser shall be entitled notify the Seller within 14 days of receiving the Seller's notice of the change that the Purchaser objects to such increase in the Price, in which case the Seller shall have the option of either cancelling the Order without further liability, or fulfilling the Order at the original Price. If the Purchaser does not cancel the Order, such increased Price shall be deemed to be the Price for the purposes of the Contract.

3.3 Between Acceptance and delivery, the Purchaser may not change its Order without the prior written consent of the Seller. The Seller shall either agree to or refuse such request at its sole discretion and any such changes shall only be effective once agreed in writing by the Seller. Any agreement by the Seller to change the Order may be conditional on the Purchaser accepting changes to the Price by the Seller to reflect increased unit costs of the Goods and other factors related to making the change.

3.4 Cancellation by the Purchaser
The Purchaser shall have no right to cancel its Order (whether in whole or in part) at any time after the Acceptance, without the prior written consent of the Seller. The Seller shall either agree to, or refuse such request at its sole discretion.

Cancellation shall only be effective once agreed in writing by the Seller, and any agreement by the Seller to cancel an Order may be conditional on the Purchaser accepting the Seller:
(a) making a cancellation charge; and
(b) if the Price has been calculated on the basis of a specified number of Goods (and only part of the Order is cancelled), the Seller may change the Price to reflect any decrease in the volume of the Goods in the relevant Order (both in respect of the Goods already shipped and Goods to be shipped in the future) and where appropriate, the Seller will invoice the Purchaser for the difference in price in respect of the Goods already invoiced (or already paid for) and the Purchaser agrees to pay such an invoice as a condition precedent of the Seller agreeing to the cancellation.

The Purchaser acknowledges that the Seller's usual policy is to make a cancellation charge of 50% of the Price for the relevant Goods and that any such charges or Price increases shall be without prejudice to the Seller's right at law to any other remedies, including the right to claim any wasted costs, expenses, loss or damage arising as a result.

4. Delivery
4.1 Unless otherwise agreed by the Parties in writing, delivery will be FCA (applicable international airport in territory of Seller’s relevant test and packaging supplier), using the Incoterms 2000 (or any amendment or re-publication thereof being in existence at the date of acceptance or order) definition of FCA The Goods will be packed into the Seller's normal specification non-returnable packing.

4.2 The Purchaser shall inspect the Goods on arrival at the Purchaser's premises and shall inform the Seller by notice in writing of any damage to the Goods or of any patent discrepancy between the Goods and the Seller's specification, or the relevant user documentation or manuals (which is or should be apparent from such inspection) within seven days of such arrival, following which the Seller shall be given reasonable opportunity by the Purchaser to inspect the Goods concerned.

4.3 Any delivery period quoted is an estimate only and commences from the Seller's Acceptance of the Order. The Seller shall take all reasonable steps to deliver the Goods at the time stated but shall be under no liability to do so and time shall not be of the essence. The Seller shall not be in breach of its obligations under this Contract if such delivery periods are not met and shall not be responsible for any loss arising out of any delay in delivery.

4.4 (a) The Purchaser shall have no right to reschedule Orders (whether in whole or in part) at any time after Acceptance except as set forth as clause 4.4(b) below.

(b) The Purchaser may by written notice reschedule any Order or part thereof, once only (per Order or relevant part as the case may be), provided that such notice is received at least (i) 60 full days prior to the scheduled delivery date of said Order or part thereof in the case of catalogue Goods, or (ii) 90 full days prior to the scheduled delivery date of said Order or part thereof in the case of custom Goods, and provided that the extended delivery date is still within 30 days of the original scheduled delivery date. Notwithstanding any reschedule in accordance with the provisions of this clause 4.4(b), the Price applicable at the time of the original Order shall continue to apply.

4.5 The Seller reserves the right to deliver the Goods to the Purchaser in more than one consignment and to invoice each consignment separately.

4.6 Purchasers are responsible at their own expense for obtaining and applying for any import licence and any other permits required by the authorities in the country for which the Goods are destined and/or any other country through or over which the Goods are to be transported. The Purchaser hereby indemnifies the Seller for all loss, liability and damage incurred by the Seller in respect of Goods shipped or carried without valid import licences or other requisite permits.

4.7 The Seller shall not be liable for any loss arising from any delay in the Purchaser obtaining necessary import licences or other requisite permits.

4.8 The Seller is responsible for seeking and shall apply for any export licence that may be necessary and/or required by the applicable authorities in the country where the Goods are manufactured by or on behalf of the Seller and delivery of the Goods shall be conditional on such licence being issued. The Seller shall have no liability in respect of any delay in obtaining, or failure to obtain such licence and in circumstances where it has not proved possible to obtain a requisite export licence from any applicable authority, the Seller shall be entitled to cancel the Order without further liability.

5. Orders for Prototype Products
5.1 “Prototype Products” or “Engineering Samples” means any products that have not passed all the stages of full production acceptance as determined solely by the Seller. The Seller will usually identify which of the Goods ordered are considered Prototype Products designating them "ES" on the Quotation and any Order for Prototype Products shall be subject to the special terms contained in this clause 5. 5.2 The Seller has used reasonable efforts to design and build the Prototype Products in accordance with the relevant specification, but because the testing carried out by the Seller in respect of the Prototype Products is incomplete, the Seller does not give or enter into any warranties, conditions or other terms in relation to quality or fitness for purpose of the Prototype Products and/or that the Prototype Products are free from bugs, errors or omissions.

6. Title and Risk
6.1 Notwithstanding delivery of the Goods, ownership and title in the Goods shall remain with the Seller and ( with the exception of title in the Software) will pass to the Purchaser only on receipt by the Seller of all sums due in relation to the Goods together with any other sums then due and payable by the Purchaser to the Seller. In respect of the Goods sold, the Purchaser will therefore own the hardware elements once the Seller has been paid for the Goods in full provided always that the Seller retains title in the Software, which shall be licensed to the Purchaser in accordance with clause 13.1(b).

6.2 At any time prior to passing of title in the Goods to the Purchaser in accordance with this clause 6, the Seller is hereby authorised (without prejudice to any other rights available to it) to:

(a) enter the Purchaser's premises and remove the Goods (and to take whatever steps are reasonably necessary to effect such entry and removal) whether as a result of the Purchaser being in breach of the payment provisions herein or in breach of any of its other obligations under this Contract; and
(b) The Purchaser agrees to:
(i) ensure that the Goods are stored separately or marked so that they may be readily identified as the property of the Seller;
(ii) keep the Goods in its possession and control and intact and in a good state of repair and condition (fair wear and tear only excepted);
(iii) not remove the Goods from the Purchaser's premises or any other location to which they have been delivered;
(iv) keep the Goods free from any charge, pledge, lien or other encumbrance and not to sell, assign, hire or let the Goods or any interest therein; and
(v) upon request inform the Seller of the precise whereabouts of the Goods and procure that the Seller shall have access to the Goods at all times on reasonable notice.

6.3 Risk in the Goods shall pass on delivery in accordance with INCOTERMS FCA principles.

7. Invoicing and Payment
7.1 In the case of FCA (applicable international airport in territory of Seller’s relevant test and packaging supplier) delivery:-

7.1.1 Seller may invoice Purchaser at or after the time/date of shipment of the relevant product(s) from Seller’s relevant test and packaging supplier to the applicable airport.

7.1.2 Should Purchaser’s carrier refuse to take possession of all or some of the relevant product(s) upon their arrival at the applicable airport, Seller may – at its discretion – deem such refusal to be unilateral order cancellation by Purchaser in which case Seller may (without prejudice to Seller’s right at law to pursue any other remedies) invoice Purchaser, by the way of cancellation charge, for 50% of the price of the relevant Goods. All such cancellation charge invoices shall be discharged in full by Purchaser within 30 days of their respective dates.

7.2 Unless otherwise agreed, all payments shall be made through an irrevocable Letter of Credit advised and confirmed by a London Clearing Bank to be established in favour of the Seller and to have an initial validity equal to the delivery period plus three months. The Letter of Credit shall permit part shipments and provide for the release of 100% of the contract value of each shipment. No liability to deliver the Goods shall arise before the Seller is in receipt of a satisfactory Letter of Credit as aforementioned.

7.3 Where the Seller, in its sole discretion agrees to allow credit (which may be subject to an overall credit limit set by the Seller), payment shall be due 30 days from date of invoice. Payment shall not be withheld or set off on account of any claim by the Purchaser against the Seller or for any other reason whatsoever.

7.4 The Seller reserves the right to suspend deliveries where payment for any order related or otherwise has not been made on due date and remains outstanding.

7.5 If the Purchaser is late in paying any invoices, then the Seller may charge interest on all unpaid amounts, which shall be payable by the Purchaser from the date of the invoice until the date of payment and will continue to be payable even if the Seller obtains a judgment from a court in relation to any claim for payment of the invoice. The rate of interest will be 1.5% per month.

7.6 The Seller reserves the right to carry out such checks (including but not limited to financial checks) as it considers necessary in respect of any Purchaser (whether in respect of new or existing accounts) and if the Seller, in good faith, considers at any time that, either as a result of the financial condition of the Purchaser or as a result of any other information contained in the results of such checks, that the situation of the Purchaser does not justify continuation of production or delivery on the terms of payment originally agreed, then the Seller may (without prejudice to any other right or remedy available to it and without incurring any liability to the Purchaser whatsoever) suspend production and/or delivery and require full, or partial payment or security for payment as a condition of continuing production and/or delivery.

8. Description and Data
8.1 Goods will be supplied as described but the Seller reserves the right to make design changes to the Goods at any time provided that such changes do not have a materially adverse effect on the performance or mechanical interchangeability or reliability of the Goods.

8.2 Subject to clause 16.1, the Seller shall make every reasonable effort to ensure the accuracy of technical data or literature relating to the Goods, but the Seller accepts no liability in contract tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.

9. Limitations as to Use
9.1 The Goods are not designed for use in devices or systems for life support, nuclear power and/or civil aviation applications and the Purchaser agrees not to use the Goods in (or to supply the Goods for use in) such devices or systems without the prior express written approval of a director and/or an authorised representative of Seller (that has been authorised in writing by a director of the Seller).

9.2 The Purchaser agrees to indemnify the Seller in respect of any and all costs, claims, loss or damage which result directly or indirectly from its breach of clause

10. Services and Limited Warranties
10.1 Services.

Where the Seller provides advice or any other services relating to or in connection with the Goods, including training, support or any other services (the "Services"), the Seller will use its reasonable efforts to provide such services:
(a) with reasonable skill and care; and
(b) using appropriately qualified and skilled personnel.

10.2 The Services will be provided on a time and materials basis at the then current rates of the Seller or at such rates as otherwise agreed in writing between the Seller and the Purchaser from time to time.

10.3 If any of the warranties in clause 10.1 are breached, the Purchaser will give notice to the Seller as soon as is reasonably possible (but no later than 30 days after the Services were performed by the Seller). The Purchaser must give the Seller a reasonable time to fix the problem and (if necessary) to re-perform any of the relevant Services. This will be done without any additional charge to the Purchaser, provided always that if the Seller fails to do this within a reasonable time, then the Seller will refund to the Purchaser the charges actually paid by the Purchaser in relation to the Services to which the breach of warranty relates. This clause sets out the sole remedy for the Purchaser in respect of the breach of the warranties in clause 10.1 above.

10.4 Goods.

Subject to the remaining sub-clauses of this clause 10, the Seller warrants that the Goods are at the time of delivery materially free of defects in design, materials or workmanship which prevent the Goods from operating substantially in accordance with Seller's specification, or the relevant user documentation or manuals, and will at its discretion either refund the price of the Goods or repair or replace free of charge the Goods, or the relevant part of the Goods, if the Seller receives notice in writing from the Purchaser within the period of 6 months from the date of delivery stating that the Goods, or any part of the Goods, owing to faulty design, materials or workmanship do not operate substantially in accordance with the Seller's specification, or the relevant user documentation or manuals, and the Seller finds to its reasonable satisfaction that this is the case.

10.5 Qualifications on Warranties.

The Purchaser acknowledges that whilst reasonable care is taken to ensure the accuracy and completeness of the Software supplied, the Seller makes no representations or warranties whatsoever, express or implied, that the Software is free from errors or omissions, or that it will operate without interruption, or that it will satisfy Purchaser's requirements.

10.6 The Seller shall be under no liability at any time for defects in the Goods caused by:

(a) any conditions of use, operation, testing, storage and/or maintenance of the Goods by the Purchaser which are not in keeping with generally accepted industry practices or which have not been recommended or authorised by the Seller;
(b) any accident, wilful damage, abuse, misuse or neglect by the Purchaser;
(c) any improper installation, repair or alteration by persons other than the Seller;
(d) static discharge;
(e) fair wear and tear;
(f) any failure promptly to install a Software upgrade; or
(g) any breach of the warranty in clause 14.2 in respect of items supplied by the Purchaser.

10.7 Except for Goods returned under the warranty provisions in clause 10.4 above, no returns are permitted without the Seller's written consent. If the Seller agrees to accept returns, the Goods shall be delivered to the Seller's premises at the Purchaser's expense, in original condition and any credit replacement or substitution shall be at Seller's sole discretion subject to a satisfactory test report.

10.8 The Seller's obligation herein to refund, repair or replace the Goods, or any part of the Goods, is the sole liability of the Seller as regards the quality fitness or description of the Goods, or any part of the Goods, and their correspondence with sample. All other representations, warranties, conditions or other terms not expressly included in the Contract, whether implied by statute or otherwise, are excluded save where and to the minimum extent that they are not capable of exclusion at law. The foregoing states the entire liability of the Seller and the Seller is under no further liability in contract tort or otherwise for any loss damage or injury arising directly or indirectly from or in relations to the quality fitness or description of the Goods, or any part of the Goods, and their correspondence with sample.

10.9 All notices given by the Purchaser under this clause 10 will only be effective if received by the Seller within the relevant periods stated under this clause 10 running from the date of delivery of the Goods, or the provision of the relevant Services to the Purchaser, as appropriate.

10.10 Third party software. Certain Software supplied under these terms may be only licensed to Seller by third parties ("3P Software") who impose additional restrictions on use, and afford only limited warranties in relation to such use.

Where 3P Software is identified as such with its own product part number on any quotations and order acknowledgements, it is supplied subject to any additional restrictions and limitations imposed by Seller's relevant licensor which form part of this Contract and override these Terms to the extent of any inconsistency. Such terms may typically include (without limitation) a right for Seller's licensor to enforce those terms directly against Purchaser.

11. Force Majeure.
11.1 The Seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the Contract due to any cause, outside the reasonable control of the Seller including but not limited to act of God, fire, floods, war and civil disturbances or riots, acts of Governments, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier carrier or sub-contractor to deliver on time.

12. Assignment and sub-contracting
12.1 The Purchaser may not sub-contract the performance of any of its obligations under this Contract without the consent of the Seller. The Purchaser may not assign this Contract or any of its rights or obligations under it to any third party without the consent of the Seller.

12.2 The Seller may sub-contract the performance of any of its obligations under this Contract. The Seller may assign this Contract or any of its rights or obligations under it to any third party provided that the Seller gives notice to the Purchaser if it does so.

13. Intellectual Property Rights
13.1 Ownership and licences of Intellectual Property Rights

(a) Without prejudice to the transfer of title in the Goods in accordance with clause 6.1, nothing in this Contract (or otherwise) shall be treated as granting the Purchaser any rights in any of the Intellectual Property Rights in the Goods or in any part of the Goods, in the Seller's specifications or in any user documentation, manuals or any other technical information or materials, unless expressly stated otherwise, and the Seller retains exclusive ownership of any and all Intellectual Property Rights in the Goods, or in any part of the Goods.

(b) Notwithstanding clause 6.1, the Seller grants to the Purchaser only a limited, non-exclusive licence (transferable only with the hardware elements) to use the Software solely in the course of the use of the Goods, provided always that the Purchaser agrees not to (i) modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with any other software; (iii) sublicense, lease, rent, loan or otherwise transfer the Software to any third party other than when transferring the applicable hardware elements; (iv) use the Software in connection with the operation of a bureau or for the benefit of any third party; (v) copy the Software except as expressly authorised in writing or as permitted by law notwithstanding any contractual prohibition; or (vi) reverse engineer, decompile, modify, or disassemble any of the Software or allow others to do so, without the prior written consent of the Seller (except to the extent expressly permitted by law notwithstanding any contractual prohibition). The Purchaser may make requests for interface information in writing to the Seller.

(c) The licence granted by the Seller in clause 13.1(b) shall immediately terminate in the event of any default in payment by the Purchaser.

(d) The Purchaser must not remove or alter any proprietary notices, labels or marks in or on the Goods or related materials.

(e) For the purposes of this Contract, "Intellectual Property Rights" shall include any and all copyright, patent rights, trade marks, design rights, database rights, semiconductor topography rights, rights in or relating to confidential information, and any other intellectual property rights (registered or unregistered) throughout the world (including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements).

13.2 Subject to clause 13.3, the Seller will indemnify Purchaser against any damages and costs finally awarded against Purchaser pursuant to any claim by a third party alleging infringement of its Intellectual Property Rights by Purchaser’s use of the Goods supplied under this Contract, on condition that the Purchaser:

(a) notifies the Seller of each such claim promptly after receiving notice thereof;

(b) provides all reasonable assistance to the Seller (at the Seller’s expense) in connection with the defence or settlement thereof; and

(c) grants the Seller the right in its sole discretion and at its expense to assume full control of the defence and settlement of any such claim and in any and all negotiations with respect thereto.

13.3 The provisions of clause 13.2 shall not apply, and the Seller shall have no liability to the Purchaser (who shall instead indemnify the Seller on the same terms) in respect of any claims that are attributable to (i) the unauthorised use of the Seller's Goods by the Purchaser, whether such unauthorised use is in breach of restrictions on use specified by the Seller in this Contract, in the Seller's specification or the relevant user documentation or manuals or in any information or materials published by the Seller, or (ii) any modification of Software or failure promptly to install any upgrade to it made available by Seller.

13.4 In the event that Clause 13.2 is invoked, or if the Seller reasonably believes it may be invoked, then the Seller may at its own expense:

(a) modify any of the Goods (and related specifications) covered by past and future purchase orders so as to avoid or reduce infringement or the risk thereof, without liability save that Purchaser shall have the right to elect by notice, exercisable within 30 days of receiving notice from the Seller of the proposed modifications, to terminate any orders so affected if the changes made by CSR are materially detrimental to Purchaser; or

(b) procure a licence for Purchaser to enable it to use the Goods without infringement.

If the Seller cannot reasonably achieve either of the remedies as set out in this clause 13.4, then the Seller may take back the relevant Goods and refund the price paid for them less a reasonable charge for past use of the Goods calculated on a straightline basis over a 60 month period (and cancel any outstanding orders made by the Purchaser, refunding any sums relating thereto already paid by the Purchaser to the Seller).

13.5 THE SELLER'S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF THE INDEMNIFICATION UNDER THIS CLAUSE 13 SHALL NOT EXCEED $250,000. THE FOREGOING STATES THE SELLER’S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR REGARDING ANY OF THE GOODS OR SOFTWARE MANUFACTURED OR SOLD, TECHNOLOGY USED OR SERVICES SUPPLIED PURSUANT TO THIS CONTRACT.

14. Tools and the Purchaser's Items
14.1 Any and all Intellectual Property Rights in tools made for the manufacture of Goods to be supplied under the Contract shall remain vested in the Seller notwithstanding that the Purchaser may have been debited with any sum in respect of them.

14.2 The Purchaser warrants that any items supplied by the Purchaser for the purposes of this Contract shall be of satisfactory quality, fit for the purposes for which they are supplied and shall be provided free of charge in sufficient quantities and at the times required by the Seller. Where it can be reasonably demonstrated that any defects in the Goods would not have occurred but for the breach of this warranty, the Seller shall have no liability to the Purchaser and the Purchaser shall indemnify the Seller against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Purchaser.

15. Confidentiality
15.1 Without prejudice to its right to deal with the Goods and the Software in the ordinary course of its business, the Purchaser shall keep confidential any information in whatever form (including any copies), whether commercial, financial, technical or otherwise, relating to the Seller, including its products or business activities, disclosed to it by the Seller prior to, during or pursuant to this Contract, and includes information which from its nature, content or the circumstances in which it is provided might reasonably be supposed to be confidential, whether or not marked confidential, and any information contained in or relating to the Goods, the Software, the user documentation or manuals and/or related processes or inventions (which shall be presumed confidential unless the Seller has itself published the information). The Purchaser shall not disclose any such information to any third party save:

(a) any officer, employee or contract staff for the time being working for the party concerned who may reasonably need to know it;

(b) as otherwise required by law; provided that the Purchaser shall be responsible for ensuring that any person to whom information is disclosed complies with any conditions of confidentiality applying to such information under this Contract.

15.2 Nothing in clause 15.1 shall apply to any information:

(a) which is (or which becomes) available to the public other than by breach of this Contract or of any other duty;

(b) which the Purchaser can show by means of written evidence was already in its possession prior to the date of disclosure or which it obtained or originated independently in circumstances in which that party was free to disclose it.

15.3 The obligations in this clause shall continue for a period of 5 years following the date of disclosure of the relevant information and shall not be construed to limit any like obligations in any other written agreement between the parties.

16. Limitation of Liability.
16.1 Nothing in this Contract excludes or limits any liability that cannot by applicable law be excluded or limited, including liability for:

(a) death or personal injury resulting from negligence or the negligence of employees, servants or agents; or

(b) fraudulent misrepresentation; or

(c) breach of any implied condition as to title or quiet enjoyment in relation to any of the Goods supplied under this Contract;

16.2 SUBJECT TO CLAUSE 16.1, IN NO EVENT SHALL THE SELLER BE LIABLE UNDER OR IN RELATION TO THIS CONTRACT OR ANY GOODS, SOFTWARE OR SERVICES SUPPLIED UNDER IT (AND WHETHER IN RELATION TO NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER LIABILITY) FOR ANY OF THE FOLLOWING:

(a) LOSS OF PROFIT OR SALES;

(b) LOSS OF BUSINESS;

(c) LOSS OF DATA;

(d) INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE SELLER'S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER OR THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS, SOFTWARE OR SERVICES SOLD PURSUANT HERETO. 16.3 SUBJECT TO CLAUSE 16.1 (AND SAVE AS PROVIDED IN CLAUSE 13), IN NO EVENT SHALL THE AMOUNT OF THE SELLER'S LIABILITY EXCEED 125% OF THE AMOUNTS PAYABLE BY THE PURCHASER UNDER THE CONTRACT WHICH ARE REFERRABLE TO THE GOODS, SOFTWARE AND SERVICES GIVING RISE TO LIABILITY (BUT ANY AMOUNT INCURRED RELATING TO THE LIABILITY UNDER THE INDEMNITY IN CLAUSE 13 SHALL COUNT TOWARDS THE FINANCIAL LIMIT IN THIS CLAUSE IN RESPECT OF ANY OTHER LIABILITY ARISING OTHER THAN UNDER CLAUSE 13). Purchaser acknowledges that where liability arises in relation to Software identified by a separate product part number, Seller's liability is limited by this clause 16.3 to the amounts payable for that Software.

17. Termination
17.1 If the Purchaser commits any breach of the terms of this Contract or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while insolvent) or if a receiver is appointed over any part of the Purchaser's business the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract summarily by notice in writing.

18. Waiver of Remedies
18.1 No delay by either party in enforcing the provisions of this Contract shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy to which either party is entitled under this Contract is exclusive of any other right, power or remedy available to that party.

19. Variations
19.1 Subject to any terms to the contrary herein, variations to this Contract shall not be effective unless in writing and signed by or on behalf of both parties.

20. Unenforceable Clauses
20.1 In the event of any term of this Contract being held for any reason to be void, voidable or unenforceable this shall not affect the validity or enforceability of any other terms of this Contract or the remainder of this Contract as a whole.

21. Miscellaneous
21.1 Subject to clause 15.3, this Contract (as varied in accordance with its terms) forms the entire understanding of the parties and supersedes all previous agreements, understandings and representations relating to its subject matter and each party acknowledges that it has not relied on any representations of the other in entering into this Contract save for such representations as are expressly set out in this Contract.

21.2 Nothing in this Contract shall be deemed to create a partnership or joint venture between the parties and under no circumstances shall either party assume, create or enter into any obligation, agreement or commitment on behalf of the other party or hold themselves out as having any such authority to do so without the written consent of the other.

21.3 Except as stated, no term of this Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Contract.

21.4 These terms and any contracts of which they form part, and all other documents comprising such contracts shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts, save that the Seller shall be entitled to bring proceedings to enforce payment or to protect its Intellectual Property Rights in any court worldwide.

SiRF Technology, Inc. Sales Order Terms and Conditions

1. Scope.
These terms and conditions of sale ("Terms & Conditions") apply to all contracts of sale for products ("Products") entered into by SiRF Technology Incorporated ("SiRF"). These Terms and Conditions (along with the specific terms of the order on the front side of this document agreed to by SiRF) constitute the complete and entire expression of agreement between the parties relating to the subject matter hereof, and supersede any and all other terms, provisions or conditions, whether oral or written, including negotiations, prior quotations and purchase orders between the parties. These Terms and Conditions may be modified only by a writing signed and approved by an authorized representative of SiRF. SiRF's failure to object to any term or condition contained in any communication from Buyer (including in any purchase order) shall not be deemed a waiver or modification of these Terms & Conditions.

2. Orders.
A contract between SiRF and Buyer shall be formed only upon SiRF's written acceptance (“Acceptance”) of Buyer's order or shipment of Products to Buyer pursuant to Buyer's written purchase order (“Order” means the request made by the Buyer to SiRF for the supply of the Products). Between Acceptance and delivery, the Buyer may not change its Order without the prior written consent of SiRF. SiRF shall either agree to or refuse such request at its sole discretion and any such changes shall only be effective once agreed in writing by SiRF. Any agreement by SiRF to change the Order may be conditional on the Buyer accepting changes to the price by SiRF to reflect increased unit costs of the Products and other factors related to making the change.

(a) The Buyer shall have no right to reschedule Orders (whether in whole or in part) at any time after Acceptance except as set forth as section 2(b), below.

(b) The Buyer may by written notice reschedule any Order or part thereof, once only (per order or relevant part as the case may be), provided that such notice is received at least (i) 60 full days prior to the scheduled delivery date of said Order or part thereof in the case of catalog Products, or (ii) 90 full days prior to the scheduled delivery date of said Order or part thereof in the case of custom Products, and provided that the extended delivery date is still within 30 days of the original scheduled delivery date. Notwithstanding any reschedule in accordance with the provisions of this section 2(b), the price applicable at the time of the original Order shall continue to apply.

(c) The Buyer shall have no right to cancel its Order (whether in whole or in part) at any time after the Acceptance, without the prior written consent of SiRF. SiRF shall either agree to, or refuse such request at its sole discretion. Cancellation shall only be effective once agreed in writing by SiRF, and any agreement by SiRF to cancel an Order may be conditional on the Buyer accepting SiRF: (i) making a cancellation charge; and (ii) if the price has been calculated on the basis of a specified number of Products (and only part of the Order is cancelled), SiRF may change the price to reflect any decrease in the volume of the Products in the relevant Order (both in respect of the Products already shipped and Products to be shipped in the future) and where appropriate, SiRF will invoice the Buyer for the difference in price in respect of the Products already invoiced (or already paid for) and the Buyer agrees to pay such an invoice as a condition precedent of SiRF agreeing to the cancellation. The Buyer acknowledges that SiRF's usual policy is to make a cancellation charge of 50% of the price for the relevant Products and that any such charges or price increases shall be without prejudice to SiRF's right at law to any other remedies, including the right to claim any wasted costs, expenses, loss or damage arising as a result.

3. Title and Delivery.
(a) Unless otherwise agreed by the Parties in writing, delivery will be FCA (applicable international airport in territory of SiRF's relevant test and packaging supplier), using the Incoterms 2000 (or any amendment or re-publication thereof being in existence at the date of acceptance or order) definition of FCA. SiRF shall exercise its own discretion in selecting the method of shipment. The risk of loss passes to Buyer at delivery to the carrier at SiRF's point of shipment. SiRF hereby reserves and Buyer hereby grants to SiRF a purchase money security interest in the Products sold and the proceeds thereof, including accounts receivable, until payment in full of the purchase price. Upon SiRF's request, Buyer agrees to execute any financing statements, continuation statements or other documents as may be necessary to protect SiRF's security interest.

(b) Unless specifically stated in writing to the contrary, any delivery date quoted is approximate and not the essence of the contract. Delivery of any installment of Products within thirty (30) days after the date specified shall constitute a timely delivery. Claims of late delivery are barred unless made prior to receipt of Products. Delivery of a quantity which does not vary by more than ten percent (10%) from the quantity specified shall constitute full performance of such delivery. In any event, SiRF shall not be in default for failure to deliver unless SiRF does not commence to cure such failure within ten (10) days after receipt of written notice of failure to deliver from Buyer in accordance with Section 15(a) below. Buyer's sole remedy for such default shall be cancellation of the Order.

(c) Should delivery of all or any part of the Products (or any other obligation of SiRF) be delayed by events beyond SiRF's control, SiRF's time for performance shall be extended by the period of delay. SiRF may at its option cancel this Order without liability. Buyer remains liable for shipments already made.

4. Pricing.
SiRF reserves the right to increase prices for any undelivered Products if the cost to SiRF for supplies, raw materials, labor or services, whether resulting from governmental action or any other cause beyond SiRF's control, is increased. Without prejudice to section 3 (a), prices are exclusive of carriage, delivery, handling, special packaging, insurance and/or any similar costs incurred by SiRF acting on behalf of the Buyer, (whether SiRF is acting as the agent of the Buyer or otherwise), for which the Buyer acknowledges that it will remain liable in any event.

5. Payment.
Except as otherwise specifically designated on the invoice, payment shall be due and payable thirty (30) days from the date of the invoice. SiRF reserves the right at any time to change the amount of or to withdraw any credit extended under any terms to Buyer. If in SiRF's sole discretion, the financial condition of Buyer at any time does not justify the terms of payment above, SiRF may require full or partial payment in advance of any shipment of Product. If Buyer becomes delinquent in any payment to SiRF, SiRF has the right to suspend performance until such delinquency is corrected. Regardless of any statement appearing on a check in payment of such delinquency, SiRF's acceptance of such check shall not constitute a waiver of SiRF's right to pursue the collection of any remaining balance. SiRF reserves the right to charge interest on late payments at the lesser of one and one half percent (1.5%) or the maximum rate allowable by law, together with SiRF's costs of collections including attorneys' fees.

6. Taxes.
All prices quoted for Products are exclusive of applicable foreign, federal, state and local excise, sales, use and similar taxes, government, import and/or any other applicable duties relating to the supply of the Products, for which the Buyer acknowledges that it will remain liable in any event. Such taxes, when applicable, will appear as separate additional items on the invoice unless SiRF receive a proper tax exemption certified from Buy prior to shipment.

7. Acceptance.
Use of the Products by Buyer, its agents, employees or licensees, or the failure by Buyer to return the Products within five (5) days following delivery of such Products shall constitute acceptance by the Buyer.

8. SiRF's Limited Warranty and Limitation of Liabilities.
(a) SiRF warrants that each Product, when shipped, and for a period of six (6) months thereafter will be in substantial compliance with SiRF's applicable written technical documentation for the Product. SiRF shall have the right to make substitutions and modifications from time to time in the specifications of Products sold by SiRF, provided that such substitutions or modifications will not materially affect overall Product performance.

(b) EXCEPT FOR SiRF'S LIMITED WARRANTY SET FORTH IN SUBSECTION (a) ABOVE, SiRF SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF SiRF CONCERNING THE PERFORMANCE OF THE PRODUCTS.

(c) With respect to any claims asserting breach of the limited warranty set forth in Section 8 (a) above, SiRF's liability is limited, at SiRF's option, to replacing, repairing or issuing credit to Buyer (without interest), provided that prior to any replacement, repair or credit the following conditions are satisfied: (i) SiRF is promptly notified in writing by Buyer upon discovery of any such breach; (ii) the defective Products are returned to SiRF, transportation charges prepaid by Buyer; (iii) the defective Products are received by SiRF for adjustment no later than four (4) weeks following the last day of the warranty period along with proof of purchase; and (iv) SiRF's examination of such Products shall disclose to SiRF's own satisfaction that such failures did not arise as a result of misuse, abuse, improper installation or application, repair, alteration, or accident, or negligence in use, storage, transportation or handling by other than SiRF.

(d) SiRF SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS TO CUSTOMERS, ARISING OUT OF OR IN CONNECTION WITH DEFECTS IN WORKMANSHIP OR MATERIAL, FAILURE TO MEET SPECIFICATIONS OR ANY OTHER CLAIM ARISING HEREUNDER. BUYER'S RECOVERY FROM SiRF FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FROM SiRF FOR THE PRODUCTS, IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.

(e) THE REMEDIES PROVIDED IN SECTION 8(c) ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY OR BREACH OF CONTRACT BY SiRF.

9. Default.
(a) If Buyer becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors or is otherwise unable to meet its obligations as they come due, such event shall be deemed a material default, entitling SiRF to cease performance hereunder and to avail itself of all legal and equitable remedies it may have against Buyer.

(b) In the event of any default by Buyer, SiRF may decline to make further shipments without in any way affecting its rights under these Terms and Conditions. If despite default by Buyer, SiRF elects to continue to make shipments, SiRF's action shall not constitute a waiver of any default by Buyer or in any way affect SiRF's legal remedies of any such default.

10. Assignment.
Buyer shall not assign its Order or any interest in or any rights hereunder without the prior written consent of SiRF.

11. No License.
No license, expressly or by implication, to manufacture, reverse engineer, duplicate, otherwise copy or reproduce any of the Products or any part thereof is granted by SiRF to Buyer.

12. Advice/Training.
Buyer acknowledges that no installation, training or education is contracted for or purchased hereunder unless specifically agreed to in writing. If SiRF offers or gives technical advice or performs any training in connection with the use of any Products, such advice or training will be provided only as an accommodation to Buyer, and SiRF shall have no responsibilities or liabilities whatsoever for the content or use of such advice or for any damages that may result from the use, support, maintenance, servicing or alteration of the Products by a SiRF representative.

13. Software.
If any computer software is being provided, the software license included with the software shall govern Buyer's use of the software, any royalty due by Buyer and other terms and conditions upon which the software is being provided to Buyer by SiRF.

14. U.S. Export Laws.
SiRF's obligations are subject to the export administration and control laws and regulations of the U.S. government. Buyer shall comply fully with such laws and regulations in the export, resale or other disposition of Products.

15. Miscellaneous.
(a) All notices, authorizations, and requests shall be deemed given five days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested or one day after being sent by overnight courier, charges prepaid, with a confirming fax, and addressed as set forth on the purchase order or to such other address as the party to receive the notice or request so designates by written notice to the other.

(b) These Terms & Conditions shall be governed by the laws of the State of California. The California state courts of Santa Clara County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Buyer hereby consents to the jurisdiction and venue of such courts.

(c) If any of the provisions of these Terms and Conditions are for any reason held void or unenforceable, the remaining provisions shall remain in full force and effect.