Navitas Semiconductor Standard Terms & Conditions
- Terms of Sale
These standard terms and conditions (“Terms”) govern all sales of products (collectively, the “Products”) by Navitas Semiconductor Inc. or any of its subsidiaries, divisions, affiliates or related entities (“Navitas”) to Buyer regardless of whether Buyer purchases the Products through written purchase orders, electronic orders, verbal or written quotations, or any other writings or communications from Navitas and/or Buyer relating to the Products (collectively, the “Purchase Orders”). Upon Navitas express acceptance of any Purchase Order by its issuance of a written Sales Order Acknowledgement (“SOA”) or upon commencement of performance by Navitas, these Terms and the Purchase Orders become a binding contract between Buyer and Navitas (the “Sales Agreement”), and together constitute the entire contract between Navitas and Buyer. In case of any conflict between these Terms and the terms of a Purchase Order, these Terms prevail except where Navitas has expressly accepted the conflicting term from the Purchase Order in its SOA. Absent such express written acceptance, any such conflicting or additional terms proposed by Buyer are expressly rejected by Navitas. Except as otherwise set forth in these Terms, Navitas must specifically agree to any addition or change to the Sales Agreement in a non-electronic writing signed by a duly authorized representative of Navitas before becoming binding on Navitas.
Prices shown on the Purchase Order are in US dollars, unless otherwise specified, and are exclusive of any other amounts including without limitation fees for export, special packaging, freight, insurance, and similar charges. Prices are subject to change by Navitas upon Buyer rescheduling or reconfiguring orders. Prices are also subject to change in response to supplier price increases. In addition to the price of the Products as set forth in the Purchase Order, Buyer agrees to pay to Navitas sales, use, excise, or similar taxes applicable to the sale of the Products and such other costs and expenses described in these Terms. Unless Buyer provides Seller with a resale exemption certificate, Buyer shall pay any sales or use taxes levied on the Products as reflected on Seller’s invoice for the applicable Products.
Buyer must make payment to Navitas within thirty (30) days of Buyer’s receipt of the Products or the date of the invoice for the Products, whichever is sooner. All delivery quantities and charges set forth on any invoice will be deemed correct unless Navitas receives from Buyer, no later than five (5) calendar days after the date of delivery, a written notice specifying the delivery date, the Purchase Order number, and the exact nature of the incorrect matter. Payments not received by Navitas when due may, at Navitas sole discretion, bear interest at the lower of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law. Buyer agrees that outstanding balances remaining more than thirty (30) calendar days following the due date shall give rise to a material breach of this Sales Agreement by Buyer, justifying immediate termination of this Sales Agreement by Navitas and Navitas withholding further delivery of Products to Buyer (including those previously ordered by but not yet delivered to Buyer). Buyer also agrees to pay or reimburse all fees and expenses reasonably incurred by Navitas in collecting any amounts due under this Sales Agreement, including, without limitation, all reasonable attorneys’ fees associated with the collection. [Where permitted by law, Navitas retains a security interest in Products sold until full payment is received. Navitas may, at Buyer’s expense, retake possession of the Products for which Buyer has not timely paid Navitas. For that purpose, Buyer grants Navitas, or any party representing or elected by Navitas, an irrevocable license to enter the premises where the Products then are, and, at Navitas option in so doing, act in the name of Buyer. With respect to Products for which Buyer has not paid Navitas, Buyer shall keep such Products stored in such a manner which enables them to be identified as the Products subject to such security interest and, wherever required by Navitas, identify the Products to Navitas.] Navitas reserves the right to limit or cancel the credit of Buyer, and Navitas may require or demand advance payment and/or adequate assurances of performance from Buyer prior to taking any preparatory steps for performing under the Sales Agreement or beginning the manufacture of the Products. Navitas will not schedule Products for manufacture with payment terms of “Cash in Advance” until paid in full by Buyer. Navitas may impose order limits on Buyer if payment terms are “Cash on Delivery.” If Buyer becomes the subject of a bankruptcy or other insolvency proceeding, or fails to pay Navitas invoices as they become due, Navitas reserves the right to: (a) delay or cancel a Purchase Order not yet fulfilled and receive full reimbursement for its cancellation damages pursuant to Paragraph 12 below; (b) modify terms prior to shipment; (c) require “Cash in Advance” terms; or (d) delay or cancel any shipment. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Navitas, whether relating to Navitas breach, bankruptcy or otherwise.
- Standard Specifications
Unless otherwise agreed to in writing between Navitas and Buyer, Navitas will manufacture all of the Products in accordance with its own specifications (“Standard Specifications”), as existing in published data sheets at the time of the SOA. Except as otherwise specifically agreed in writing by Navitas, Navitas reserves the right to change at any time the specifications of any product manufactured by Navitas (including all statements and data appearing in Navitas catalogs, data sheets, and advertisement) without notice.
Packaging shall be Navitas standard shipping materials or as otherwise specified in a Purchase Order. Navitas will endeavor to comply with Buyer’s packaging specifications, if any, but Navitas reserves the right to substitute any other methods of packaging that are reasonably comparable to the specifications furnished by Buyer. Any additional cost of non-standard packaging and handling requested by the Buyer shall be abided by Navitas, provided the Buyer has given precise written instructions with reasonable prior notice, and that Buyer has confirmed via written agreement that any corresponding additional costs shall be paid by the Buyer.
All Products will be deemed accepted upon delivery. Navitas will deliver the Products EX Works Navitas facility (“EXW”; as defined and governed by Incoterms 2010), pursuant to applicable freight classifications. Products shall be marked for shipment to the destination specified in the Purchase Order that has been acknowledged by Navitas and shall be made available for pickup at Navitas designated shipping location. Buyer must pay all transportation costs, freight charges, insurance, and other shipping expenses of the Products. Transportation costs, freight charges, insurance, and other shipping expenses itemized in advance of actual shipment, if any, are estimates only that are calculated on the basis of standard tariffs and may not reflect actual costs. Buyer must pay actual total costs of all shipments. Navitas may make partial shipments at Navitas sole discretion, and Buyer may not reject partial shipments. Any delay in delivery of any installment will not relieve Buyer of its obligation to accept the remaining deliveries. If Buyer refuses to accept tender or delivery of any of the Products with due or past due required shipping dates, such Products will be held by Navitas awaiting Buyer’s instruction for twenty (20) days, after which Navitas may deem the Products abandoned and dispose of them as it sees fit, without crediting Buyer’s account. A delivery date indicated in a SOA is estimated but is not guaranteed, and is not binding on Navitas. Navitas will use commercially reasonable efforts to meet the delivery date specified by Buyer in the Purchase Order. If Navitas is unable to meet that date, Buyer has no claim for damages resulting from any such delay in delivery. Buyer acknowledges that notwithstanding the foregoing, the following events may cause Navitas failure to perform any of Navitas obligations under the Sales Agreement (collectively, the events are “Delaying Events” and each event is a “Delaying Event”): (a) any cause beyond Navitas reasonable control, including, but not limited to, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, or act of God; or (b) by acts or omissions of Buyer, including, but not limited to, Buyer’s failure to promptly comply with the terms of payment under the Sales Agreement. Any date of delivery may be extended for a period equal to the time lost by reason of any Delaying Event. Navitas reserves the right to cancel without liability any Purchase Order, the shipment of which is or may be delayed for more than thirty (30) days by reason of any Delaying Event. Navitas reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any of the Products, which is in short supply.
- Title and Risk of Loss
Title to the Products and all risk of loss to the Products pass to Buyer upon the EXW delivery of the Products by Navitas. Buyer must obtain adequate insurance to cover the Products from the time risk of loss has passed from Navitas. Any special tools, dies or fixtures which are used by Navitas to develop or manufacture any of the Products shall become and remain Navitas property unless otherwise agreed in Non-Recurring Engineering (“NRE”) contract.
- Express Limited Warranty and Disclaimer
Navitas warrants that the Products are free from non-conformity to its Standard Specifications (the “Express Limited Warranty”). This warranty is extended to the original Buyer for the period expiring one (1) year after the EXW delivery of the Products and is not transferable. UNLESS EXPRESSLY STATED IN THE SALES AGREEMENT, NAVITAS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS PARAGRAPH SURVIVES THE TERMINATION OR CANCELLATION OF THE SALES AGREEMENT. Use of Buyer’s part number in any documents evidencing the Sales Agreement or on the Products is for convenience only and does not constitute any representation by Navitas with respect to performance, specifications, or fitness of any part for any purpose.
- Conditions of Applicability of Express Limited Warranty
The Express Limited Warranty is of no effect if: (a) the Products are not stored, handled or serviced appropriately; (b) the non-conformity of the Products resulted from damages occurring after the EXW delivery of the Products, whether by misuse, accident or improper application or maintenance; (c) the non-conformity of the Products has not been reported to Navitas in writing within one (1) year after the EXW delivery of the Products; or (d) the non-conformity should have been discovered by Buyer in Buyer’s inspection and it is not reported in writing within five (5) days after the EXW delivery of the Products. If Buyer or any purchaser from Buyer alters or modifies the Products without Navitas prior written consent, and any claims are asserted against Navitas by reason of such alteration or modification, Buyer shall defend, indemnify, and hold Navitas harmless against any and all damages, liabilities, expenses and costs in connection therewith or resulting therefrom.
- Non-Conforming Products
If the Products are in breach of the Express Limited Warranty, and the Express Limited Warranty is not rendered ineffective by Paragraph 9, Buyer must promptly notify Navitas in writing. If Navitas determines that the Products are in breach of the Express Limited Warranty, then Navitas will, at its sole discretion, either repair or replace the non-conforming Product at no cost to Buyer. Except as provided in this Paragraph 10, SUCH REPAIR OR REPLACEMENT IS THE ONLY REMEDY OF BUYER FOR ANY BREACH OF THE EXPRESS LIMITED WARRANTY. Any claim regarding non-conformity of Products with Specifications may be accepted by Navitas only if each of the following three conditions has been met: (i) Products must not have been modified or damaged or manipulated for any reason whatsoever; (ii) the Buyer’s claim must be submitted in writing to Navitas within thirty (30) calendar days after the delivery date; and (iii) the return must be made at the Buyer’s cost. After agreement with Navitas, Buyer shall return the whole batch of non-conforming Products. Each allegedly non-conforming batch of Products must be accompanied by the precise reason for rejection and the corresponding test report and proof of purchase. No Product returns may be made for any reason without a return material authorization (“RMA”), issued by Navitas. If Buyer returns Products to Navitas without an RMA number, such Products will be held by Navitas awaiting Buyer’s instructions for twenty (20) calendar days after notifying the Buyer, at Buyer’s cost, after which Navitas may deem the Products abandoned and dispose of them as it sees fit, without crediting Buyer’s account. Navitas reserves the right to verify any non-conformity of the Products at the module, sub-assembly and material level. Navitas, at its sole discretion, may perform a destructive physical analysis of any non-conforming Product if requested by Buyer, provided the Products are within the one (1) year Express Limited Warranty Period and upon payment by Buyer of the greater of (a) $250 per unit, or (b) Navitas actual costs associated with the physical analysis.
- Liability Limitation
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT, UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, MASK WORK RIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT) IS NAVITAS RESPONSIBLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOSSES (INCLUDING LOST PROFITS AND ANY OTHER FORM OF ECONOMIC LOSS), IN CONNECTION WITH, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OF SALE OR THE SALE, SHIPMENT, USE OR PERFORMANCE OF PRODUCTS, REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE. THE AGGREGATE LIABILITY OF NAVITAS ARISING OUT OF OR RELATING TO THE PRODUCTS, WHETHER IN CONTRACT, IN TORT, UNDER A THEORY OF STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY BUYER TO NAVITAS FOR THE PRODUCTS GIVING RISE TO SUCH DAMAGES. Navitas will not be liable for any inaccuracies of information published by Navitas relating to the Products.
- Cancellation, Reschedule
Buyer may not cancel or reschedule a Purchase Order without Navitas prior written approval. All cancellations and reschedules by Buyer require a minimum of: thirty (30) days prior written notice for standard Products; and ninety (90) day’s prior written notice for all other Products, unless otherwise agreed to in writing by Navitas. Navitas will ship all completed Products scheduled for delivery during such periods unless an exception is negotiated and agreed to in writing by both parties. Buyer will pay for storage charges if Navitas holds Products at Buyer’s request pending instructions or rescheduled delivery. In the event of any cancellation of a Purchase Order, Buyer shall pay Navitas: (a) the price for any Products manufactured to firm orders; (b) the cost of any work in process; (c) the cost of materials and components ordered with authorization to meet forecast; and (d) a reasonable mark-up on the cost of work in process and the ordered materials and components. If Buyer requires Navitas to cancel any authorized orders for materials or components, Buyer shall be responsible for any cancellation costs or restocking charges incurred as a result.
To the maximum extent allowed by law, Buyer must defend and indemnify Navitas and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that Navitas may incur or be obligated to pay as a result of: (a) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (b) any infringement or alleged infringement of the industrial and intellectual property rights of others arising from Non-Standard Specifications (including Buyer’s trademarks and brand names) or production of configurable Products and/or custom Products ordered by Buyer; (c) Buyer’s violation or alleged violation of any Federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices; or (d) any failure to disclaim implied warranties and limit remedies and liabilities, by and on behalf of Navitas.
Unless specifically otherwise agreed in writing by Navitas, Buyer acknowledges that Products sold by Navitas are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure or malfunction of the component could lead to loss of life or catastrophic property damage (each, a “High Risk Activity”). Buyer will indemnify and hold Navitas harmless from any loss, cost or damage resulting from Buyer’s use of the Products to perform any High Risk Activity.
- ITAR/Government Use
Navitas products are not ITAR, as such are classified as EAR99. If Buyer’s Purchase Order is placed under a contract with the United States Government (the “Government”), Navitas agrees to comply with those contract provisions and regulations with which, pursuant to law, it must comply and of which Buyer has, at the time of order placement, placed Navitas on notice. In no event will United States Government Cost Accounting Standards apply. All rights in technical data owned or licensed by Navitas are hereby reserved and deemed restricted or limited. No provision of Buyer’s contract with the Government will be binding on Navitas except as expressly set forth in this paragraph.
- Entire Agreement
The Sales Agreement comprises the complete and final agreement between Navitas and Buyer, except as specifically set forth in Paragraph 1, and supersedes all prior negotiations, proposals, representations, commitments, understandings or agreements between Navitas and Buyer, either written or oral. Any other representations or warranties made by any person, including employees or other agents of Navitas, that are inconsistent with the Sales Agreement must be disregarded by Buyer and are not binding upon Navitas. If any model or sample were shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the Products would necessarily conform to the model or sample.
- Successors and Assigns
The Sales Agreement binds and inures to the benefit of Buyer and Navitas and their respective successors and permitted assigns. The Buyer may not assign any interest in, nor delegate any obligation under the Sales Agreement, without Navitas prior written consent.
- Governing Law
The validity, construction and performance of the Sales Agreement is governed by, and must be construed in accordance with, The laws of the United States of America and the State of California, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sales of Goods does not apply to the Sales Agreement.
- Export Controls
With respect to the resale, export or any other disposition of the Products or technical information furnished hereunder, Buyer will comply fully with all export control laws and regulations of the Government. Buyer agrees not to export or re-export either directly or indirectly, any technical data furnished hereunder or the direct product of such technical data to any country which, as set forth in the Export Administration Regulations of the United States Department of Commerce, is prohibited.
- Jurisdiction and Venue
Buyer irrevocably submits and agrees to the jurisdiction of federal or state courts located in Los Angeles County, California, in any action, suit or proceeding related to, or in connection with, the Sales Agreement. To the extent permitted by applicable law, Buyer waives and agrees not to assert as a defense in any such action, suit or proceeding any claim: (a) that Buyer is not personally subject to the jurisdiction of federal or state courts located in Los Angeles County, California; (b) that the venue of the action, suit or proceeding is improper; (c) that the action, suit or proceeding is brought in an inconvenient forum; or (d) that the subject matter of the Sales Agreement may not be enforced in or by the federal or state courts located in Los Angeles County, California. Without prejudice to any other mode of service, Buyer consents to service of process relating to any such proceedings by personal or prepaid mailing (air mail if international) in registered or certified form a copy of the process documents to the Buyer at the address set forth in Paragraph 23.
The waiver by Navitas of any breach by Buyer of any provision of the Sales Agreement may not be construed to be either a waiver of the provision itself as to subsequent application or any other provision of the Sales Agreement.
If any provision of the Sales Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Sales Agreement remain in full force and effect.
No notice or other communication under the Sales Agreement is sufficient to affect any rights, remedies or obligations of either party unless the notice or communication is in writing and (as elected by the party giving the notice) is: (a) personally delivered; (b) transmitted by facsimile (with a receipt acknowledgment); (c) transmitted by electronic computer mail; (d) transmitted by a recognized courier service; or (e) mailed (air mail if international) in registered or certified form, to the party to which notice or communication is being given at the following address:
If to Navitas, at the address on the SOA; if to Buyer, at its last address designated on the Purchase Orders.Except as otherwise specified in the Sales Agreement, all notices or communications are deemed to have been duly given: (a) on the date of receipt if delivered personally; (b) on the date of transmission if delivered by facsimile or electronic computer mail; (c) one day after pickup by courier if delivered by courier; or (d) five days after mailing if delivered by the postal service. Either party may change its address by notice to the other party.
The headings of the paragraphs in these Terms are provided for convenience only and may not be considered in the interpretation of the Sales Agreement. The parties agree that the provisions of the Sales Agreement may not be construed in favor of or against either party by reason of the extent to which a party or its professional advisors participated in the preparation of the Sales Agreement.
The terms of the Sales Agreement that by their nature are reasonably intended by the parties to survive its expiration or earlier termination, survive the expiration or termination of the Sales Agreement.