1. Modification of Terms. Cactus reserves the right to modify these terms and conditions in its sole discretion. Any additional or revised terms and conditions will be effective upon posting them to this Site.
2. United States Usage. Cactus operates this Site from the State of Arizona and it is governed by the state and federal laws of the United States. If you access this Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law. Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. Competitors and third party aggregators may not connect “deep links” to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission. This prohibition is not intended to restrict the non-commercial activities of individuals.
3. Intellectual Property. This agreement is in the English language only, which language shall be controlling in all respects, and all versions of the agreement in any other language shall be for accommodation only and shall not be binding on the parties to this agreement. All communications and notices made or given pursuant to this agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.
4. Misuse of Site. Do not misuse this Site. For example, do not interfere with the operation of this Site, or damage or modify this Site or any materials on this Site.
5. Errors. Cactus does not warrant that the materials on this Site are accurate, complete, reliable, current, or error free.
6. Limitation of Liability. In no event shall Cactus be liable for any direct, incidental, or consequential damages, or any other damages of any kind, resulting from the use of this Site. You are solely responsible for determining whether information and materials on this Site are accurate and suitable for your use.
7. Third-Party Links. If hypertext links are provided to third-party websites or materials, this is for your convenience only and Cactus does not operate or control any such websites or information, or endorse such websites or information.
8. Language. This agreement is in the English language only, which language shall be controlling in all respects, and all versions of the agreement in any other language shall be for accommodation only and shall not be binding on the parties to this agreement. All communications and notices made or given pursuant to this agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.
Dispute Resolution. This agreement shall be governed by the laws of the State of Arizona, and the United States of America. The parties agree that this agreement is not subject to and shall not be interpreted under the United Nations Convention on Contracts for the International Sale of Goods. Any disputes or differences relating to this agreement shall be referred to and finally resolved by arbitration in accordance with the American Arbitration Rules (the “AAA Rules’). The number of arbitrators shall be one and he or she shall be appointed in accordance with the AAA Rules. The place of the arbitration shall be Phoenix, Arizona, United States, and the language of the arbitration shall be English. Upon request from one of the parties, the arbitrator shall have an emergency, telephonic hearing to determine whether immediate preliminary injunctive relief is required to protect that party’s interests and, if such an arbitration order is issued, that party may immediately request the courts in any applicable jurisdiction to enforce such award. All and any awards of the arbitrators shall be made in writing and shall be final and binding on the parties. To the extent possible, the final award shall be made within six (6) months from the appointment of the arbitrator, or as soon as possible thereafter. In the event of any dispute, the prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and costs, and the arbitrator shall specifically identify the “prevailing party” for this purpose in the arbitration award. The parties agree to keep confidential the existence and details of any proceedings under this clause, including the parties’ submissions and evidence, and any awards (their content, reasons and result), except to the extent that such documents or information are in the public domain or their disclosure is required by a statutory duty or is reasonably necessary to protect or pursue a legal right or remedy arising out of or in connection with any award or this agreement.
CACTUS SEMICONDUCTOR’S TERMS OF PURCHASE
These terms and conditions shall apply to all products purchased on the website (“Site”) of Cactus Semiconductor, Inc. (“Cactus”).
1. Description of Products. The products that are available for purchase on the Site are sold only for evaluation purposes in limited quantities. The CS1021 is an application specific standard product (“ASSP”) developed for medical device designers and manufacturers to reduce development time and assist in the development of other products. Further testing, development, and qualification may be necessary before the ASSP is incorporated as a component into another product that will be manufactured.
a. If you determine from your evaluation of the ASSP that it may be suitable for use in conjunction with your intended application, Cactus is available to assist you with testing, development, and qualification of the ASSP as provided in a separate agreement. If you determine that you need additional features in the ASSP, Cactus can assist you in modifying the ASSP or developing a different ASSP to fit your needs under a separate agreement.
b. The evaluation board EB1CSI021 was developed to make it easier to evaluate the ASSP by installing the ASSP on the evaluation board. The evaluation board is not intended to be used except for evaluation of the ASSP. There are components on the evaluation board other than the ASSP that are the products of other companies, and the purchase of the evaluation board does not grant any rights or authorization to use these other components in conjunction with a product that you may develop.
c. If you desire to purchase larger quantities of the ASSP to incorporate into a product you intend to manufacture, contact the Customer Service Department at Cactus to make arrangements for the purchase, to determine the terms of purchase, and to make arrangements for Cactus to provide additional services such as technical assistance, development, testing, and modifications.
2. Use of Products. The use of the ASSP and evaluation board purchased from this Site is limited to evaluation of the ASSP so that you may determine if the ASSP is suitable for use in your intended product or application.
3. Warranty. Cactus makes no warranty, express or implied, that the ASSP purchased for evaluation is suitable for use in your intended product or application. Additional warranties and performance standards may be available by separate agreement if you hire Cactus to perform additional services such as development, testing or modification of the ASSP.
4. Indemnity. You agree to indemnify and hold harmless Cactus from all claims, loss or expense arising from your use of the evaluation ASSP in any product that is sold or manufactured, except to the extent that this provision is modified in a separate written agreement for additional services such as development, testing, or modification of the ASSP.
5. Intellectual Property. You acknowledge that Cactus is the owner of the ASSP and its design, and all related intellectual property rights worldwide. You agree that you will not reverse engineer the ASSP or otherwise attempt to copy the design of the ASSP for use in your products without the written consent of Cactus
6. Acceptance of Order. Your placement of an order with Cactus is an offer to purchase products. Cactus may accept your order by processing your payment and shipping the product, or may, for any reason, decline to accept your order or any part of your order. No order shall be considered to be accepted by Cactus until the Product has been shipped. If Cactus declines to accept your order, Cactus will attempt to notify you using the email address or other contact information you have provided with your order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
7. Payment. The only method of payment currently accepted by Cactus for products ordered on the Site is through PayPal. All payments must be made in U.S. Dollars.
8. Shipping and Handling Charges.warehouse in Chandler, AZ, USA, and (3) shipping or freight charges from Cactwarehouse in Chandler, AZ, USA are prepaid and added to the invoice.
9. Taxes. Except as otherwise provided on the Site, prices shown do not include any national, state, provincial, or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added, withholding stamp or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law.
10. Export Compliance and Government Approvals. You agree to determine and comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. You are responsible for and will take all necessary steps to obtain any approval and effect any registration of this agreement or any related products required under the laws, regulations or practices of your country. You must indemnify Cactus for any damage arising out of your application for or failure to apply for such approvals.
11. Limitation of Remedy. If a product purchased for evaluation fails to function and this prevents you from using it for evaluation, your sole remedy shall be to return the product within 7 days of purchase to Cactus and receive a refund of the purchase price and shipping expense. In no event shall Cactus be responsible for consequential or incidental damages, or any similar indirect damages. Cactus is not responsible for any loss arising from incorporating a product sold for evaluation into a product that is manufactured or sold as a completed product, except to the extent provided in a separate written agreement with Cactus.
12. Force Majeure. Cactus shall not be liable for damages resulting from delays in performance caused by circumstances or events beyond its reasonable control, including, but not limited to, labor disputes, inability to procure export licenses, legally imposed travel restrictions, natural catastrophe, war, terrorist acts, civil disturbance, shortages in materials or labor, or delays in receipt of materials, or products from subcontractors.