SemiLink Terms & Conditions

Version 1.00

1. Acceptance and Entire Agreement: These Terms and Conditions (“Terms”) govern all Purchase Orders (“Order”) issued by SemiLink (“Buyer”) to the entity identified as the seller (“Seller”). Acceptance of this Order is strictly limited to these Terms. Buyer hereby objects to and rejects any additional or different terms proposed by Seller in any quotation, acknowledgement, or other document. These Terms, together with the Order and any specifications, drawings, or documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

2. Warranty: Seller warrants that all goods, materials, and services (“Items”) delivered hereunder shall: (a) be new, merchantable, and free from defects in workmanship, materials, and design; (b) strictly conform to all applicable specifications, drawings, descriptions, and approved samples; (c) be free and clear of all liens, security interests, and encumbrances; (d) be fit for the particular purpose for which Buyer intends to use them; and (e) not infringe or misappropriate any third party’s intellectual property rights. These warranties shall survive any delivery, inspection, acceptance, or payment by Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers, and end-users. These warranties are cumulative and in addition to any other warranties provided by law or equity. Seller shall, at its sole cost, promptly repair, replace, or refund any Items found to be in breach of these warranties, at Buyer’s option.

3. Delivery and Schedule: Time is of the essence in the performance of this Order. Seller shall deliver Items in the quantities and on the date(s) specified in the Order. If Seller fails to deliver Items by the specified date(s), Buyer may, without liability: (a) terminate this Order in whole or in part; (b) purchase substitute items elsewhere and charge Seller for any loss or additional costs incurred ("Cover"); and/or (c) require Seller to ship the Items via expedited routing (e.g., air freight) at Seller’s sole expense to minimize delay.

4. Packing, Shipping, and Risk of Loss: Unless otherwise specified in the Order, prices include all packaging, crate, and container costs. Seller shall pack Items in accordance with sound commercial practices and carrier requirements to prevent damage and secure the lowest transportation rates. Risk of loss and title to the Items shall pass to Buyer only upon delivery and acceptance at the destination named in the Order.

5. Inspection and Acceptance: Buyer and its customers shall have the right to inspect and test all Items and work-in-progress at Seller’s facility at all reasonable times. Final inspection and acceptance shall be at Buyer’s premises. Payment does not constitute acceptance. Buyer may reject any Items that do not strictly comply with the Order. Rejected Items may be returned to Seller at Seller’s risk and expense (including inbound and outbound freight). Buyer reserves the right to charge Seller for the cost of inspecting rejected Items.

6. Price and Payment: The price of the Items includes all taxes, tariffs, duties, and other charges unless otherwise expressly agreed in writing. Unless otherwise stated on the face of the Order, payment terms shall be Net sixty (60) days from the later of: (a) Buyer’s receipt of a valid, undisputed invoice; or (b) Buyer’s acceptance of the Items. Buyer shall be entitled to set off any amounts owed by Seller to Buyer against any amounts payable to Seller.

7. Changes: Buyer may at any time, by written notice, make changes to the drawings, specifications, quantities, delivery schedules, or shipping instructions. If any such change causes an increase or decrease in the cost of, or the time required for, performance, an equitable adjustment shall be made in the price or delivery schedule, or both, provided Seller requests such adjustment in writing within ten (10) days of receipt of the change notice. Seller shall proceed with the Order as changed pending resolution of any adjustment.

8. Change of Materials or Process: Seller shall not make any changes to the raw materials, manufacturing processes, location of manufacture, or design of the Items without Buyer’s prior written consent. Seller must notify Buyer in writing at least ninety (90) days prior to any proposed change. Buyer may terminate the Order without penalty if it deems the proposed change unacceptable.

9. Intellectual Property and Confidentiality:

·       (a) Confidential Information: Seller shall keep confidential all information, drawings, specifications, and data furnished by Buyer or developed by Seller specifically for Buyer in connection with this Order ("Confidential Information"). Seller shall not disclose such information to any third party or use it for any purpose other than performing this Order.

·       (b) Work Product: Any designs, drawings, improved processes, or other intellectual property developed by Seller specifically for Buyer in the performance of this Order shall be considered "work made for hire" and shall be the exclusive property of Buyer. To the extent they do not qualify as works made for hire, Seller hereby assigns all right, title, and interest in such intellectual property to Buyer.

10. Indemnification: Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, customers, and their respective officers, directors, employees, and agents ("Indemnitees") from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising out of or resulting from: (a) any breach of Seller’s warranties, representations, or obligations under this Order; (b) any negligence, willful misconduct, or strict liability of Seller or its agents; (c) any claim that the Items infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right; or (d) any bodily injury, death, or property damage caused by Seller’s acts or omissions. This duty to indemnify applies regardless of whether the claim arises in tort, negligence, contract, or otherwise.

11. Insurance: Seller shall maintain, at its expense: (a) Commercial General Liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate; (b) Workers’ Compensation insurance as required by law; and (c) if applicable, Professional Liability/Errors & Omissions insurance. Seller shall name Buyer as an additional insured on the General Liability policy and provide a Certificate of Insurance upon request.

12. Termination for Convenience: Buyer may terminate this Order, in whole or in part, at any time for its convenience by written notice to Seller. Upon such termination, Seller shall immediately stop all work. Buyer shall pay Seller only for the actual, reasonable, and substantiated costs of work performed and materials purchased prior to termination that cannot be reallocated, provided such costs do not exceed the Order price. Buyer shall not be liable for anticipated profits, unabsorbed overhead, or consequential damages.

13. Termination for Default: Buyer may terminate this Order in whole or in part for default if Seller: (a) fails to deliver Items on time; (b) fails to strictly comply with the Order terms; or (c) becomes insolvent or subject to bankruptcy proceedings. In the event of default, Buyer may avail itself of all remedies available at law or in equity, including "Cover" as described in Clause 3. Additionally, upon default, Buyer shall have the right to enter Seller’s premises, to the extent permitted by law, to take possession of any Buyer-owned materials, tools, or work-in-progress necessary to complete the Order.

14. Limitation of Liability: IN NO EVENT SHALL BUYER BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING. BUYER’S TOTAL LIABILITY UNDER THIS ORDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE ITEMS GIVING RISE TO THE CLAIM OR THE TOTAL AMOUNT PAID BY BUYER TO SELLER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS.

15. Compliance with Laws: Seller represents and warrants that it is in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to those relating to labor, health and safety, environmental protection, export controls, and anti-bribery (including the U.S. Foreign Corrupt Practices Act).

16. Independent Contractor: Seller is an independent contractor. Nothing in this Order shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Seller shall not subcontract any portion of this Order without Buyer’s prior written consent.

17. Governing Law and Jurisdiction: This Order and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties agree that Section 5-1401 of the New York General Obligations Law shall apply. Seller irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

18. Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS ORDER.

19. Injunctive Relief: Seller acknowledges that a breach of its confidentiality or non-solicitation obligations or a delay in delivery of critical Items may cause Buyer irreparable harm for which monetary damages would be inadequate. Accordingly, Buyer shall be entitled to seek injunctive relief and specific performance without the necessity of posting a bond.

20. Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control ("Force Majeure"), provided the affected party gives prompt notice. Notwithstanding the foregoing, if a Force Majeure event affecting Seller lasts more than ten (10) days, Buyer may terminate this Order without liability and purchase substitute Items elsewhere.

21. Severability and Waiver: If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Buyer’s failure to enforce any right or remedy shall not constitute a waiver of such right or remedy.

22. Electronic Signatures: Electronic transmission of this Order and any related documents shall have the same legal effect as delivery of an original.