In these Conditions the following expressions shall have the following meanings:
“CSTG” means CST Global Limited, registered in Scotland with Company Number 211759 and having its registered office at 4 Stanley Boulevard, Hamilton International Technology Park, Blantyre, Glasgow, G72 0BN.
“Customer” means the person who accepts a quotation or order acknowledgement of CSTG for the sale of Product.
“Product” means the advanced semiconductor materials, structures, devices or services to be sold and supplied by CSTG to the Customer.
“Conditions” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and CSTG detailed in any CSTG quotation, proposal or written correspondence.
2. CONDITIONS OF SALE
2.1 CSTG shall sell and the Customer shall purchase the Product in accordance with any written quotation of CSTG which is accepted by the Customer, and/or any written order acknowledgement from CSTG accepted by the Customer, subject always to these Conditions, which shall govern the contract of purchase and sale between the parties to the exclusion of any other terms and conditions subject to which any quotation or order acknowledgement is accepted or purported to be accepted. All work carried out by CSTG or Product supplied by CSTG to the Customer shall be deemed to be carried or supplied under these Conditions.
2.2 For product manufactured by CSTG, CSTG shall have the right to access test data, pertaining to the product, from the Customer for the sole purpose of improving and/or optimising manufacturing processes.
3.1 The quantity, quality and description of and any specification for the Product shall be those set out in CSTG’s quotation (if accepted by the Customer) or order acknowledgement or the Customer’s order (if accepted by CSTG).
3.2 The Customer shall be responsible for ensuring the accuracy of the terms of any order including any applicable specification submitted by the Customer and for giving CSTG any necessary information relating to the Product within a sufficient time to enable CSTG to perform the contract of sale to the Customer in accordance with its terms.
3.3 In response to the order acceptance CSTG will create a Device Fabrication Route (DFR) for the customer product specifying the process details. This must be agreed by the customer prior to the initiation of processing.
3.4 All changes made to the DFR subsequent to the place of order will be mutually agreed before implementation.
3.5 The Product shall be deemed acceptable if processed in accordance with the specification embodied in the mutually agreed CSTG DFR used.
3.6 Where the Product is manufactured or any process is applied to the Product by CSTG in accordance with a specification submitted by the Customer, the Customer shall indemnify CSTG against all loss, damages, costs and expenses awarded against or incurred by CSTG in connection with or paid or agreed to be paid by CSTG in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from CSTG’s use of the Customer’s specification.
3.7 No order which has been accepted by CSTG may be cancelled by the Customer except with the agreement in writing of CSTG and on terms that the Customer shall indemnify CSTG in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by CSTG as a result of cancellation.
4.1 All information or advice given by the company or any servant of the company will be given in good faith and to the best of the knowledge information and belief of the company or such servant but the company shall only be bound by written representations concerning the characteristics, capabilities and compatibility of goods supplied by the company including those contained in any written specification issued by the company but all liability for any other representations is hereby expressly excluded.
4.2 CST shall not be liable for consequential damages directly or indirectly arising or resulting from the breach of any of the terms hereof or from the sale, handling or use of the wafers processed. CST’s liability hereunder, either for wafer breakage, breach of specification or for negligence, is expressly limited to reprocessing of the wafers to the extent detailed in the agreed DFR.
5.1 The customer shall indemnify CSTG against all damage or injury to any person, firm or organization and against all proceedings, charges and expenses for which the CSTG may become liable in respect of the goods supplied under contract except to the extent admitted expressly in these conditions of sale and unless such a damage shall been as a direct result of the negligence of CSTG and can be attributed to no other cause (in whole or part).
6. PRICE AND PAYMENT
6.1 The price of the Product and all other costs and charges in respect thereof shall be CSTG’s quoted price and shall be payable by the Customer to CSTG on issue of proforma invoice prior to release of Product. Payment shall be made by credit transfer to CSTG’s bank account or other such means as may be agreed. All prices quoted are valid for 30 days only or such period as is stipulated in CSTG’s quotation to the customer. The price is exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to CSTG. All other taxes and duties in respect of the Product shall be for account of the Customer.
6.2 If the customer fails to make any payment on the due date then without prejudice to any other right or remedy available to it CSTG shall be entitled to:
6.2.1 cancel the contract or suspend any further deliveries to the Customer; and
6.2.2 appropriate any payment made by the Customer to such of the Payment (or the Product supplied under any other contract between the Customer and CSTG) as CSTG may think fit (notwithstanding any purported appropriation by the Customer).
6.2.3 charge interest at the rate of 2% per annum above the Clydesdale Bank base rate accruing daily.
7.1 Any dates quoted for delivery of the Product are approximate only and CSTG shall not be liable for any delay in delivery of the Product howsoever caused. Time for delivery shall not be of the essence unless previously agreed by CSTG in writing. The Product may be delivered in advance of the quoted delivery date upon giving reasonable notice to the Customer.
7.2 Where the Product is to be delivered in instalments, each delivery shall constitute a separate contract and failure by CSTG to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
8. EXPORT CONDITIONS
8.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract between the parties is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
8.2 Where the product is supplied for export from the United Kingdom, the provisions of this Clause 8 shall (subject to any special terms agreed in writing between the Customer and CSTG) apply notwithstanding any other provision of these Conditions.
8.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Product into the country of destination and for the payment of any duties thereon.
8.4 Unless otherwise agreed in Writing between the Customer and CSTG, the Product shall be delivered ex-works. The risk and property in the Product shall pass when delivered by CSTG into the custody of the first carrier.
9. RETENTION OF TITLE
9.1 Title to the Product shall not pass to the Customer until CSTG has received in full (in cash or cleared funds) all sums due to it in respect of the Product and all other sums which are of which become due to CSTG from the Customer on any account.
9.2 Until title to the Product has passed to the Customer, the Customer must:-
9.2.1 store the Product (at no cost to CSTG) separately from all other property of the Customer or any third party in such a way that they remain readily identifiable as CSTG’s property; and
9.2.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Product provided that the Customer shall be entitled to incorporate the Product into its manufacturing process where it is part of the Customer’s ordinary course of business.
9.3 The Customer’s right to possession of the Product shall cease immediately upon the Customer suffering or undergoing any event referred to in clause 10.1 or if the Customer encumbers or in any way charges any of the Product.
9.4 CSTG shall be entitled to recover payment for the Product notwithstanding that title to any of the Product has not passed to the Customer. The Customer hereby grants to CSTG, its agents and employees, an irrevocable licence to enter the Customer’s premises where the Product are or may be stored in order to inspect them or retrieve them where the Customer’s right to possess them has ceased.
10. INSOLVENCY OF CUSTOMER
10.1 This clause applies if:
10.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being individual or firm) becomes bankrupt (or being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
10.1.3 the Customer ceases, or threatens to cease, to carry on business.
10.2 If this Clause applies then, without prejudice to any other right or remedy available to CSTG, CSTG shall be entitled to cancel the contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Product has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. FORCE MAJEURE
11.1 Neither CSTG nor the Customer shall be liable for any failure to fulfil any term or condition of the contract between them if fulfillment has been delayed, hindered or prevented by any circumstances whatsoever beyond the reasonable control of the party concerned. Without prejudice to the generality of the foregoing the following shall be regarded as beyond the reasonable control of CSTG or the Customer:
11.1.1 Act of God, explosion, flood, tempest, fire or accident;
11.1.2 any strike, lockout or labour dispute to which the party concerned may be a party (whether or not the settlement thereof shall be at the discretion of the party concerned);
11.1.3 import or export regulations or embargoes;
11.1.4 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.1.5 acts, restriction, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority.
12.1 These terms and conditions shall be governed by the law of Scotland and you hereby submit to the exclusive jurisdiction of the Scottish Courts.
12.2 Claims arising out of these Terms and Conditions may be assigned by you only upon prior written consent of CSTG.
12.3 The invalidity of one or more provisions of these terms and conditions shall not affect the remaining provisions and CSTG and you shall each use their reasonable endeavours in good faith to modify these terms and conditions so that the intent of these terms and conditions can be legally carried out.
12.4 Failure, delay and neglect by CSTG to exercise any right contained in these terms and conditions will not prejudice CSTG’s rights to take subsequent action.
12.5 The expiration and termination of the contract howsoever arising shall be without prejudice to any provisions of the contract (including these terms and conditions) which are to have effect after the date of such expiration or termination.
13. GENERAL CONSIDERATIONS
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by CSTG of any breach of the contract between the parties by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
1. PO General terms
1.1. Within three (3) business days after its receipt of a PO, Supplier shall confirm to Customer acceptance of the PO and the shipment date(s) set forth in the PO or notify Customer of any necessary alternate shipment dates, by email or such other manner as the Parties may agree.
1.2. Any additions, deletions or differences in the terms and conditions of this PO which are proposed by a Party are objected to and hereby rejected unless the other Party otherwise specifically agrees in writing.
1.3. The parties expressly agree that none of the terms and conditions of any preprinted or other standard (electronic or otherwise) forms, used by either Supplier or Customer in effectuating the purchase and sale transactions contemplated by this PO (including, but not limited to, order acknowledgement and acceptance forms, invoices, labels and shipping documents) which are inconsistent with, or in addition to, those contained in this set of Terms and conditions shall have any force or effect.
2. Additional Terms.
2.1. Supplier shall comply with all reasonable flow down and other contract terms that a customer of Customer requires its suppliers to comply with and that Customer provides Supplier written notice of.
3. Compliance with Laws.
3.1. Supplier shall comply with all applicable laws and regulations and obtain and maintain all approvals and permits necessary with respect to the manufacture, sale, supply and delivery of Products and provision of Services under this PO and otherwise in connection with this PO.
4. Purchase Prices, Delivery, and payment terms
4.1. The purchase prices for Products and/or Services will be determined as set forth on Supplier quotation.
4.2. All Purchase Prices are in USD.
4.3. Delivery of Products will be Ex Works (Incoterms 2010) Supplier’s facility, and title and risk of loss will pass at that point.
4.4. On Time Delivery.
4.5. Payment terms shall be net ninety (90) days account (Payment due on last day of the month payment falls due).
4.6. Any Products and Services sold under this PO do not include any taxes or any applicable duties or similar charges, except that Supplier shall be responsible for all taxes applicable to Supplier’s income.
If Supplier becomes aware of a circumstance that may cause a delay in delivery of Products and/or Services, Supplier must immediately notify Customer of such circumstance and the projected delay.
5. The Supplier shall provide all necessary facilities for service provision and packaging the Product in accordance with the Customer’s instructions including without prejudice to the generality of the foregoing:
5.1. the provision of proper and suitable storage facilities with precautions against fire and water ingress which are satisfactory to the insurers of the Supplier
5.2. the maintenance of a labour force adequate for service provision, and packaging in accordance with the PO supplied by the Customer
5.3. the maintenance (and replacement where necessary) in good working order and cleanliness of all Equipment necessary for the implementation of its PO obligations
6. The Supplier will adhere to the standards agreed including, but not limited to;
6.3. Suppliers own third party certified ISO 9001 based QMS
7. Product and/or Services Changes.
7.1. Any changes to a Product and/or Service, Bill of Materials, Packaging, or the Specifications shall require the prior written consent of Customer and Supplier.
8. Quality Control
8.1. The Supplier shall conduct regular quality control checks (as agreed between both parties via an approved Inspection and Test Plan) of its Product, Service, and production process to ensure that quality standards are upheld. The results of these checks shall be communicated to the Customer in the form of a batch report and shall be held electronically by the Supplier for the period specified in clause 10.4.3.
8.2. The Supplier shall use all reasonable care and skill in service provision and packaging the Product and shall ensure that all Product supplied by it to the Customer hereunder is of satisfactory quality, fit for its purpose and accords in all respects with the Specification.
8.3. The Supplier shall permit the Customer to enter its premises at all times during normal working hours and at other times by prior arrangement with the Supplier for the purpose of inspecting the Equipment, the Product, the Packaging Materials, the records, and all aspects of the manufacture of the Product as carried out by the Supplier.
9. Packaging for Logistics
9.1. The Supplier shall package Product using the method agreed in writing by the Customer and the Supplier or such method as trade practice dictates
9.2. Thereafter the Supplier shall:
10. Delivery/Dispatch, the Supplier shall
10.1. Not deliver or dispatch the Product except in accordance with the Customer’s written instructions.
10.2. Provide detailed, itemised, Delivery/Dispatch Notes, CofC, Commercial Invoices and batch report to include, but not limited to;
10.3. The Supplier shall keep reproducible, full, true and accurate records for the period specified in clause 10.4.3 of:
10.4. Further the Supplier shall
11.1. Supplier warrants for a period of two (2) years that all Products purchased by Customer under this PO will be free of any claim of any nature by any third person (other than those created by or arising through Customer), and that Supplier will convey clear title thereto to Customer when delivered to Customer according to the ex-works definition (Inco Terms 2010). Supplier expressly warrants that all Products sold or provided to Customer by Supplier under this PO will
12. Acceptance and Rejection of Products.
12.1. Customer will notify Supplier of any defect or non-conformance of a Product or Service that Customer determines is defective during the warranty period.
12.2. In the event of the Customers’ Customer receiving defective or non-conforming Product(s) the Customer will provide a Non-Conforming Material (NCM) detailing the issues evident, to the extent applicable
12.3. In the event of the rejection of a delivery / product the Suppliers Return Material Authorisation (RMA) process will be followed, this being initiated on receipt of Customer NCM.
12.4. Supplier will be responsible for transportation and handling charges associated with returning Products under this and will not charge Customer for repair or replacement costs or any other costs associated with providing conforming Products and/or Services to replace rejected Products and Services.
12.5. The normal process for Rejected Material is that, if applicable, it will be returned to the Supplier, however if agreed in writing / by email as an alternative, Supplier will have a right to inspect any Products or Services Customer deems defective or non-conforming.
13.1. Each party warrants and undertakes to the other that it has effected and shall maintain for the period of this PO all relevant Insurances appropriate for its business.
14. Intellectual Property Ownership.
14.1. All Products, including the Specifications, are proprietary to Customer and, as between Customer and Supplier, Customer owns all intellectual property rights in and to the Products, including designs and improvements.
15. Confidential Information.
15.1. Supplier and Customer shall keep confidential and secret and not use for any purpose other than the performance of this PO any and all information provided or made accessible to Customer by Supplier or to Supplier by any Customer in connection with this PO, including, without limitation, trade secrets, customer lists, know-how, designs, product samples, product formulations, prototypes, data, processes, formulas, methods, materials, analyses, technology, manufacturing techniques, pricing, cost information, and sales and marketing information, without regard to the particular method or manner of preparation, transmittal or storage of such information, including, without limitation, physical devices or materials, electronic devices or media, solid state or magnetic media, cloud based repositories, and optical media, such information is of a nature that receiving Party must necessarily have understood to be confidential at the time of disclosure to it (“Confidential Information”);
15.2. No Party shall disclose the contents of this PO to any third party or make any public announcement concerning the subject matter hereof, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
15.3. Confidential Information and the contents of this PO may be disclosed, copied, reproduced and disseminated to the extent disclosures required to comply with financial, accounting, audit, tax and legal requirements, to carry out normal management, financial, accounting, audit, tax, legal, records and document retention, management and backup, and other similar activities within a Party’s organization, or to comply with any subpoena, warrant, writ, order or directive of any court, arbitrator, or governmental or regulatory body, agency or authority; provided, however, notice of such disclosure shall be given to Customer, in the case of a disclosure by Supplier or any of its affiliates, or Supplier, in the case of a disclosure by Customer or any of their affiliates, sufficiently in advance of making such disclosure to afford the appropriate Parties a reasonable opportunity to contest and/or obtain a protective order or other confidential treatment for such disclosure.