TERMS AND CONDITIONS OF THE SUPPLY OF GOODS

1. Cambridge Integrated Circuits Ltd (“CambridgeIC”) is a company registered in England, number 06144983.  CambridgeIC’s registered office is 21 Sedley Taylor Road, Cambridge, CB2 8PW, UK.
2. The following terms (“Terms”) govern all supplies of goods (“Goods”) by CambridgeIC to the exclusion of all other terms and conditions including any terms and conditions which the customer may purport to apply under any purchase order confirmation order or any similar document, unless otherwise specifically agreed in writing. All orders shall be deemed to be an offer by the customer to purchase goods pursuant to these Terms.
3. The price of Goods shall be the price set out in the quote provided by CambridgeIC, or if no price is quoted, the price set out in CambridgeIC’s published price list in force at the date of delivery. The price of the Goods is exclusive of transport, shipping and insurance which shall be invoiced to the customer.   VAT will be charged in addition where applicable.  Purchasers outside the EU must obtain any import licences and pay any import or other duties.
4. CambridgeIC may invoice the customer for the Goods on or at any time after completion of delivery. The customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Time of payment is of the essence.
5. If the customer fails to make any payment to CambridgeIC by the due date (“Due Date”) for payment then interest will be payable on the overdue amount at the rate of 4% per annum above Barclays Bank plc  base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The customer shall pay the interest together with the overdue amount.
6. CambridgeIC reserves the right to decline any order at its sole discretion.
7. CambridgeIC shall deliver the Goods to the location set out in the order or such other location as the parties may agree (“Delivery Location”). Delivery of Goods shall be completed on the Goods’ arrival at the Delivery Location.
8. Any delivery period quoted is an estimate, and commences from CambridgeIC’s acceptance of an order.  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
9. Goods may be delivered in more than one consignment and each may be invoiced separately. Each consignment shall constitute a separate contract. Any delay or defect in a consignment shall not entitle the customer to cancel any other consignment.
10. The risk in Goods shall pass to the customer on completion of delivery.
11. Title to goods will not pass to the customer until payment has been received in full (in cash or cleared funds) for the Goods and any other sums that are owed by the customer to CambridgeIC.
12. CambridgeIC’s goods are not intended for use in medical applications, or other applications where their failure might reasonably be expected to result in personal injury (“Prohibited Applications”).  The customer agrees to indemnify CambridgeIC in respect of all costs, claims, loss or damage which results directly or indirectly from the use of goods in Prohibited Applications.
13. CambridgeIC warrants, for a period of 12 months from delivery (“Warranty Period”), that goods will be supplied substantially in accordance with the respective datasheets and will be free from material defects in materials and workmanship (“Warranty”).  CambridgeIC will, at its sole discretion, either refund the price paid for any non-conforming goods, or repair or replace them free of charge, provided that CambridgeIC has received written notice within the Warranty Period.  Goods returned to CambridgeIC under the Warranty must be shipped to CambridgeIC’s premises at the customer’s risk and expense.  For the avoidance of doubt the Warranty DOES NOT apply and CambridgeIC shall not be liable for Goods’ failure to comply with the Warranty in the case of:

• misuse, including but not limited to attempted repair or alteration other than by CambridgeIC;
• use outside documented limits (provided in the datasheets, on CambridgeIC’s website or by CambridgeIC in writing to the customer);
• use in Prohibited Applications;
• a defect arising as a result of the customer failing to follow CambridgeIC’s oral or written instructions as to storage, commissioning, installation use and maintenance of the Goods, or if there are none, good trade practice regarding the same and such failure on the part of the customer results in a defect;
• a defect arises as result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; and
• Goods which differ from specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.

14. Goods purchased from CambridgeIC’s on-line store may be cancelled in exchange for a full refund, providing they are returned undamaged to CambridgeIC at the Customer’s expense within 14 days of the completion of delivery.
15. CambridgeIC’s sole liability in relation to product defects shall be refund, repair or replacement.  CambridgeIC accepts no liability whether  in contract, tort (including negligence) breach of statutory duty or otherwise for any loss of profit, loss of business, indirect or consequential loss arising under or in connection with the supply of Goods by CambridgeIC pursuant to these Terms.  In no event shall CambridgeIC’s liability exceed the amount paid for the goods giving rise to the loss.  CambridgeIC will try to meet delivery estimates but accepts no liability if it fails to do so.  Except as set out in these Terms all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law excluded from the contract SAVE THAT nothing in these Terms serves to limit any liability which cannot be excluded or limited by applicable law.
16. Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is cause by a Force Majeure Event. A Force Majeure Event means any event beyond  a party’s reasonable control, which by its nature could not have been foreseen or if it could have been foreseen was unavoidable including strikes, lock-outs and or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors.
17. These Terms constitute the entire agreement between CambridgeIC and the customer and supersede all prior agreements, whether written or oral.  CambridgeIC may change these Terms from time to time, and the new Terms will govern subsequent orders.
18. CambridgeIC may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms. The customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Terms without the prior written consent of CambridgeIC.
19. If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms shall not be affected.  If any invalid, unenforceable or illegal provision of the terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
20. A waiver of any right or remedy under these terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
21. A person who is not a party to the contract in relation to the supply of Goods by CambridgeIC shall not have any rights under or in connection with it.
22. Except as set out in these terms, any variation thereto including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by CambridgeIC.
23. These Terms and the supply of Goods by CambridgeIC pursuant to them, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.