This is an offer by MaxLinear, Inc. (hereafter the “Supplier”) to sell to the addressed party on the face hereof (hereafter the “Customer”) the goods and services specified on the face hereof (hereafter the “Products”), subject to the Terms and Conditions of Sale set out herein. Any additional or different terms and conditions, including but not limited to those on Customer’s purchase order, are hereby objected to by the Supplier unless otherwise specified on the face hereof, or otherwise stated in a written agreement signed by the Supplier.

Prices and Packaging

  1. Prices shown on the face hereof are in US dollars, with delivery terms as specified herein, and are exclusive of any other amounts including without limitation fees for export, special packaging, freight, insurance, and similar charges.
  2. Prices do not include any taxes, customs duties, tariffs, or any other such levies. When Supplier has the legal obligation to pay or collect any such charges, Customer shall reimburse the appropriate amounts to Supplier. If Customer is exempt from any such charges, Customer must provide Supplier with valid exemption documentation.
  3. Prices are subject to change by Supplier upon Customer rescheduling or reconfiguration of orders. Prices are also subject to change in response to supplier price increases, whereupon, Customer may cancel the undelivered portion of any affected order by delivering written notice to Supplier prior to the shipment thereof and within ten (10) calendar days of Customer’s receipt of notice of the price increase.
  4. Packaging shall be Supplier’s standard shipping materials or as specified on the face hereof. Any cost of non-standard packaging and handling requested by the Customer shall be abided by the Supplier provided the Customer has give precise written instructions with reasonable prior notice with written agreement that any corresponding additional costs shall be paid by the Customer.

Delivery

  1. Delivery dates specified in this document are estimates only. Customer acknowledges such dates may change due to unpredictable market trends and agrees to accept delivery dates for Products as determined by Supplier, in Supplier’s order acknowledgement form or equivalent document. Failure to deliver by a specified date shall not give Customer any right to compensation nor impose any liability on Supplier.
  2. Delivery shall be made Ex-Works as per INCOTERMS- 2000 from Supplier’s designated shipping location.
  3. Products shall be marked for shipment to the destination specified in the Customer’s purchase order that has been acknowledged by Supplier, and shall be made available for pickup at Supplier’s designated shipping location.
  4. Customer shall pay all freight charges, insurance, and other shipping expenses. 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. Customer must pay actual costs.

Changes and Cancellations

  1. No order may be cancelled, rescheduled or reconfigured except: (i) upon Supplier’s default which shall not have been corrected within thirty (30) days from Customer’s notice to such effect, or (ii) with Supplier’s prior written authorization and in such event, Customer will be liable to Supplier for any additional costs and expenses incurred by Supplier. Customer will pay for storage charges if Supplier holds Products at Customer’s request pending instructions or rescheduled delivery.
  2. Supplier may, from time to time in its sole discretion: (i) discontinue or limit its production of any Product; (ii) allocate, terminate or limit deliveries of any Product in time of shortage; and (iii) modify the design of, specifications for, or construction of any Product, provided the modification has equivalent form, fit, and function.
  3. In the event of any default by Customer, Supplier may decline to make further deliveries or may elect to make deliveries notwithstanding such default.

Payment

  1. Supplier will invoice Customer for each shipment. The amount invoiced will include the price of the Products plus all applicable taxes, packaging, transportation, insurance, and other charges. If all Products in Customer’s purchase order are not shipped at the same time, Supplier will invoice Customer at the time of shipment only for the Products that are shipped.
  2. Provided Customer has an approved credit application, payments, in US dollars, are due thirty (30) calendar days after the date of invoice. Any unpaid due amounts will be subject to interest at one decimal five percent (1.5%) per month, or, if less, the maximum rate allowed by law.
  3. For Products that are to be exported, payment must be by a confirmed, irrevocable letter of credit, sufficient to cover the full amount of the invoice, and shall be made against Supplier’s invoice upon presentation of Supplier’s shipping documents.

Title and Risk of Loss

Supplier’s responsibility for any loss or damage ends, and title passes, when Products are delivered Ex-Works as per INCOTERMS-2000 from Supplier’s designated shipping location to carrier, to Customer, or to Customer’s agent (including, without limitation, any test house or value added service provider), whichever occurs first.

Security Interest

Supplier retains a purchase money security interest in the Products sold and in the proceeds of resale of such Products until Customer has paid all charges in full. In such case, Supplier retains all right and remedies available to Supplier under the Uniform Commercial Code.