Preamble
These Terms and Conditions of Purchase ("Terms") govern all purchases of products ("Products") and services ("Services") by Valkyrie Semiconductor LLC ("Buyer"), an Arizona limited liability company, from the seller ("Supplier"). By accepting a purchase order ("Order") from Buyer, Supplier agrees to be bound by these Terms, which supersede any conflicting terms unless expressly agreed in writing by Buyer.
1. Definitions
Order: Any purchase order or document issued by Buyer for the purchase of Products or Services.
Products: Products: Goods purchased by Buyer, including but not limited to chemical vapor deposition (CVD) related parts, general fastening hardware, computing equipment, electronics, actuators, high purity components, seals and gaskets, fittings, valves, tubing, pipe, sensors, instruments, wiring, power electronics, machined parts, chemical treatment process, raw materials, cleanrooms, and related equipment.
Services: Any services provided by Supplier in connection with the Products, including installation, maintenance, or technical support.
Specifications: The technical requirements, drawings, or descriptions provided by Buyer for the Products or Services.
2. Offer and Acceptance
2.1. Each Order constitutes a binding offer by Buyer to purchase Products or Services under these Terms. Supplier’s acceptance is limited to these Terms, and any additional or different terms proposed by Supplier are rejected unless Buyer agrees in writing.
2.2. Supplier’s acceptance may be evidenced by written confirmation, commencement of performance, or shipment of Products.
3. Prices and Payment
3.1. Prices are as specified in the Order. Unless otherwise agreed, prices include all taxes, duties, shipping, and insurance costs.
3.2. Payment terms are net 60 days from the date of invoice, unless otherwise specified in the Order. Late deliveries may result in withheld or reduced payments.
3.3. No interest shall accrue on late payments by Buyer unless expressly agreed in writing by Buyer. Any interest charged by Supplier in violation of this provision is waived.
3.4. Buyer reserves the right to audit Supplier’s invoices and records to verify compliance with the Order.
4. Delivery
4.1. Products shall be delivered DDP (Incoterms 2020) to Buyer’s facility in Phoenix, Arizona, unless otherwise specified in the Order. Risk of loss remains with Supplier until delivery and acceptance by Buyer.
4.2. Time is of the essence. Supplier must notify Buyer immediately of any potential delays. Buyer may cancel or reschedule Orders without penalty if Supplier fails to meet delivery dates.
5. Inspection and Acceptance
5.1. Buyer may inspect Products upon receipt. Buyer may reject any Products that do not conform to the Specifications or are defective.
5.2. Rejected Products may be returned at Supplier’s expense, and Supplier shall promptly refund or replace them at Buyer’s discretion.
6. Warranties
6.1. Supplier warrants that Products shall:
- a) Conform to the Specifications;
- b) Be free from defects in materials and workmanship;
- c) Be fit for their intended purpose; and
- d) Comply with all applicable laws and regulations.
6.2. The warranty period is two (2) years from the date of delivery, unless otherwise specified in the Order.
6.3. Supplier shall repair, replace, or refund the purchase price of any defective Products, at Buyer’s option, and bear all associated costs (including shipping).
7. Liability and Indemnity
7.1. Supplier shall indemnify, defend, and hold harmless Buyer, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- a) Defects in Products;
- b) Supplier’s negligence, willful misconduct, or breach of these Terms; or
- c) Infringement of third-party intellectual property rights.
7.2. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY. Buyer’s total liability for any claim shall not exceed the purchase price of the Products or Services giving rise to the claim.
8. Intellectual Property
8.1. Supplier grants Buyer a non-exclusive, royalty-free, perpetual license to use any intellectual property necessary to utilize the Products or Services.
8.2. If custom Products or Services are developed specifically for Buyer, all intellectual property rights therein shall belong exclusively to Buyer.
9. Compliance, Export Controls, and Audits
9.1. Supplier shall comply with all applicable laws, including U.S. export control regulations (EAR, ITAR), environmental, health, and safety laws.
9.2. Buyer may audit Supplier’s compliance with quality standards, these Terms, and applicable laws upon reasonable notice.
10. Insurance
10.1. Supplier shall maintain, at its sole expense, comprehensive general liability insurance and product liability insurance with minimum limits of $2,000,000 per occurrence / $4,000,000 aggregate (or higher if required by Buyer).
10.2. Supplier shall name Buyer as an additional insured on such policies and provide certificates of insurance upon request. Insurance shall not limit Supplier’s obligations under these Terms.
11. Force Majeure
11.1. Neither party shall be liable for delays due to causes beyond its reasonable control (e.g., acts of God, war, strikes, pandemics, government actions). The affected party must notify the other promptly and may request an extension or cancellation of the Order.
12. Statute of Limitations
12.1. Any action or claim arising out of or relating to these Terms or any Order must be commenced within one (1) year after the cause of action accrues, or it shall be forever barred. This shortened period is agreed to by the parties pursuant to A.R.S. § 47-2725.
13. Governing Law and Jurisdiction
13.1. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
13.2. Any disputes arising out of or relating to these Terms or the Products shall be resolved exclusively in the state or federal courts located in Maricopa County, Arizona. Supplier irrevocably consents to the jurisdiction and venue of such courts.
14. Prevailing Party Attorney’s Fees
14.1. In any action or proceeding to enforce rights under these Terms or any Order, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses from the other party.
15. Notices
15.1. All notices under these Terms shall be in writing and delivered by email with read receipt, certified mail (return receipt requested), or overnight courier to the addresses set forth in the Order or as otherwise designated in writing. Notices are effective upon receipt or three (3) business days after mailing, whichever is earlier.
16. Miscellaneous
16.1. These Terms constitute the entire agreement between Buyer and Supplier regarding the subject matter hereof and supersede all prior agreements and understandings.
16.2. Amendments must be in writing and signed by authorized representatives of both parties.
16.3. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.4. Supplier may not assign its rights or obligations without Buyer’s prior written consent.
16.5. Failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.
16.6. Supplier shall maintain the confidentiality of all non-public information provided by Buyer.