The Spartan® and the Spartan-XL FPGA families are a high-volume production FPGA solution that delivers all the key requirements for ASIC replacement up to 40,000 gates. These requirements include high performance, on-chip RAM, core solutions and prices that, in high volume,XCS05 approach and in many cases are equivalent to mask programmed ASIC devices.
By streamlining the Spartan series feature set, leveraging advanced process technologies and focusing on total cost management, the Spartan series delivers the key features required by ASIC and other high-volume logic users while avoiding the initial cost, long development cycles and inherent risk of conventional ASICs.
Specifications:
Features:
• Low-Power Advanced CMOS NOR Flash Process
• Endurance of 20,000 Program/Erase Cycles
• Operation over Full Industrial Temperature Range (–40°C to +85°C)
• IEEE Standard 1149.1/1532 Boundary-Scan (JTAG) Support for Programming, Prototyping, and Testing
• JTAG Command Initiation of Standard FPGA Configuration
“This listing expressly limits any Buyer's acceptance to Universal
Instruments Corporation’s Terms and Conditions of Sale (the “Terms”), as shown
below. These Terms prevail over any terms or conditions contained in any other
documentation and expressly exclude any of Buyer's general terms and conditions
or any other document, including any Purchase Orders, issued by any Buyer in
connection with this listing.”
UNIVERSAL INSTRUMENTS CORPORATION - TERMS AND CONDITIONS OF SALE (SPARE
PARTS)
1. Definitions
"Seller" means Universal Instruments
Corporation. "Buyer" shall mean the person or entity to
whom this listing is addressed, which person or entity is bound by the terms
and conditions set forth herein. “Terms and Conditions” shall mean this
Universal Instruments Corporation – Terms and Conditions of Sale.
2. Conditions of
Agreement
This listing is intended as an offer
to sell the specific goods and or services (“Product(s)”) described above (or
attached hereto) at the prices and quantity stated therein. Seller
hereby expressly objects to any terms contained in Buyer’s acceptance that are
different from or additional to those contained in this offer, including but
not limited to those specified on Buyer’s (i) purchase order(s) and (ii) any
website(s), portal(s), and the like. The Terms and Conditions set
forth herein may not be changed, modified or added to except in a written
agreement signed by Seller. Acceptance of this listing by Buyer
shall constitute Buyer’s agreement to be bound by the Terms and Conditions set
forth herein, regardless of any contrary provisions contained in any Buyer
purchase order, website(s), portal(s), and the like, or other form of
acceptance of Buyer. This offer is contingent upon approval of
Buyer’s credit by Seller.
3. Shipping Terms
3.1 Terms of delivery are
ExWorks Seller’s dock (i.e.: global manufacturing and warehouse locations) (Incoterms 2020).
3.2 Seller’s price includes
packing and packaging for shipment by padded air ride van or air shipment, as
reasonably specified by Buyer. An extra charge will be made for
ocean and other special packing, including any packing beyond standard requirements
and general practices in the industry. Buyer shall specify
the carrier and coordinate the schedule for pick-up with Seller’s personnel. In
the event Buyer fails to timely specify the carrier, Seller shall be authorized
to select the carrier and coordinate pick-up. In no event will Seller be
responsible for delay, breakage or damage after the Product is delivered to the
carrier in good order. Risk of loss will pass to Buyer upon delivery
of the Product to the carrier at Seller's dock. Claims for breakage
and damage shall be made to the carrier. Partial shipments and
transshipments by Seller are allowed.
3.3 After delivery and until
Buyer shall have paid in full for all Products covered by this Agreement,
Seller shall retain a purchase money security interest in the Products and is
hereby authorized to file a financing statement to perfect its security interest. Buyer
represents and warrants that it has and will maintain in force insurance
adequate to protect Seller’s interests hereunder, and, if requested, shall
supply Seller copies of insurance certificates as evidence thereof.
4. Delivery,
Installation, and Acceptance
4.1 The delivery date(s) is
Seller's best estimate of when Product will be shipped from its factory. Seller
shall not have any liability for losses or damages due to delays in
delivery. Delivery date(s) will be established at the time a
purchase is acknowledged.
4.2 Delivery date(s) are
contingent upon, waived only at Seller’s sole discretion:
4.2.1 credit approval of Buyer.
4.2.2 timely receipt by Seller of
required financial documents from Buyer, including reasonable adequate
financial assurances.
4.3 Seller shall not be
responsible for and Buyer shall have no right of cancellation for delays in
Seller's performance due to causes beyond Seller's control including, but not
limited to, accidents, acts of God, acts and omissions of any governmental
authority, including tariffs, declared or undeclared wars, terrorism,
explosions, strikes or other labor disputes, failure of suppliers to deliver,
fires and natural calamities (including floods, earthquakes, storms and
epidemics), changes in the law, and delays in obtaining (or the inability to
obtain) labor, materials or services through Seller’s usual sources at normal
prices, riots, embargoes, fuel shortages, power shortages, materials or supply
shortages, delay or default of common carriers, transportation delays, or
without limiting the foregoing, any other cause or causes, whether or not
similar in nature to any of these specified herein or which are beyond Seller’s
reasonable control. Seller shall have the additional right, in the event of the
occurrence of any contingency above, to extend the Product delivery date for a
period of time equal to the time actually lapsed by the reason stated above.
4.4 All Products purchased by
Buyer pursuant to these Terms and Conditions shall be deemed accepted by
Buyer.
5. Payment Terms
5.1 Seller will invoice upon
shipment of Product. Payment is due in full, in US funds, Net 30 days from date
of invoice, unless otherwise listed.
5.2 Late payments are subject
to interest charges at the maximum legal rate.
5.3 Each shipment of the
Products under each purchase shall be considered a separate and independent
transaction and payments thereunder shall be made accordingly.
6. “As-Is” Products
6.1 All Products are sold “AS
IS” without any warranty of any kind and all sales are final. Any and all
warranties in any other terms or conditions, shall not apply to this listing or
the Products therein.
6.2 ALL REPRESENTATIONS,
WARRANTIES, TERMS OR CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING
FROM THE COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF
INFORMATION, QUIET ENJOYMENT OR OTHERWISE (INCLUDING IMPLIED WARRANTIES, TERMS
OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EXCLUDED FROM THESE TERMS AND CONDITIONS.
7. Limitation of
Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUES,
LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES
OR DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST DATA, LOSS OF USE, LOST BUSINESS
OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, OR LOSS OF GOODWILL OR FOR THE COSTS
OF PROCURING SUBSTITUTE PRODUCTS), HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH
OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL SELLER’S
LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE
PRODUCT(S) GIVING RISE TO SUCH CLAIM(S). FOR THE AVOIDANCE OF DOUBT, THE
PARTIES HEREBY EXPRESSLY AGREE THAT THE CATEGORIES OF DAMAGES DESCRIBED HEREIN
CONSTITUTE SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF
WHETHER SUCH DAMAGES WOULD BE CONSIDERED DIRECT DAMAGES UNDER APPLICABLE LAW.
THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF
ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE
FAILED ITS ESSENTIAL PURPOSE.
8. Taxes
Taxes, duties and fees are the responsibility of Buyer. Buyer shall pay
all applicable sales, use, turnover, VAT, GST, or other taxes, duties, and fees
of any nature whatsoever due upon sale or importation of Products directly to
the collection authority. In the event, Seller is required by a
third party to pay any such tax, duty, or fee, Buyer shall reimburse Seller
therefore promptly upon notice by Seller. Buyer hereby indemnifies
Seller against any claims, penalties or suits arising from failure to pay any
such taxes as may be legally due.
9. Insolvency and
Assignment
Either party shall have the right to cancel any order in the event that
the other party becomes bankrupt or makes a general assignment for benefit of
creditors. Buyer may not assign any of its rights or obligations
hereunder without the prior written consent of Seller, which will not be
unreasonably withheld. If Seller believes reasonable doubt exists as to
the Buyer’s financial solvency, Seller shall have the right, without prejudice
to any other remedies, to suspend performance, decline to ship, or stop any
Product in transit until Seller receives adequate assurance of such payment.
When adequate assurances are received, any shipment dates will be adjusted to
reflect the temporary delay with no further liability to either party.
10. Law
This Agreement shall be governed by, subject to and construed according
to the substantive laws of the State of New York, notwithstanding the conflict
of laws provisions. In the event this Agreement is not enforceable under such
laws and shipments will be to the People’s Republic of China, this Agreement
shall be governed by and construed in accordance with the laws of the People’s
Republic of China. The United Nations Convention on Contracts for the
International Sale of Goods is hereby expressly excluded.
11. Dispute
Resolution
In the event that a dispute between the parties
cannot be amicably resolved within six (6) months of the date upon which a
written complaint is first made, then such disputes may otherwise be resolved,
but only by commencement of a legal action in a court of competent jurisdiction
that is located in Binghamton, New York. The parties also agree that
New York law shall govern such litigation, and that neither arbitration nor
mediation shall be used to resolve any dispute unless a prior written agreement
to do so is executed by both parties.
12. Export
Buyer hereby acknowledges that the Products supplied by Seller under
these Terms and Conditions may be subject to the export control laws and
regulations of the United States and certain other countries. Buyer shall be
responsible for obtaining all licenses and permits to export or import the
Products, and shall comply with all applicable laws, rules and regulations
concerning export from the United States or re-export of any item purchased
hereunder, and shall notify Seller prior to any such export activity. Without
limiting the generality of this Section 12, Buyer agrees that it will not sell,
supply, export, re-export, transfer or divert any of the Products or parts
thereof directly or indirectly to: (i) any country or region subject to a
United States Government export embargo, or any person or entity located in any
such country; (ii) any person or entity listed on any United States
Government’s list of prohibited and restricted parties; or (iii) any other
person or entity for use, directly or indirectly, in any activities related to
the proliferation of nuclear, chemical or biological weapons, or any ballistic
missiles, rockets or unmanned aerial vehicles. To the extent that any export
license, permit or other government authorization is required under any of
those export control laws and regulations in order for Seller to supply the
Products to Buyer, Seller shall have no obligation, and shall be excused from
performance, under these Terms and Conditions, in the event that Seller is
unable to obtain such export license, permit or other government authorization.
13. Severability,
Headings
Any provision hereunder found to be legally unenforceable under New York
law or China law, as applicable, shall be deemed deleted and replaced with a
legally enforceable provision having the closest possible
intent. All other provisions shall remain in full force and
effect. Headings and subheadings are for convenience only and shall
not be construed to limit the applicability of individual provisions or sub
provisions.
14. Confidential
Information
14.1 Confidential Information
shall mean any information relating to Seller's business, financial condition,
client lists, client files, strategies, plans, costs of procedures, overhead
costs, operations, concepts, products, including the Products themselves,
parts, design, layout, images, language, source code and other software,
accompanying documentation for any existing or proposed product or service,
research, development, testing, the performance of any prototype related to any
existing or proposed product or service, or any other information marked
"confidential," "proprietary," or with a similar legend or
(ii) by its nature would be understood by a reasonable person to be proprietary
or confidential. All Confidential Information is provided “AS IS”.
14.2 Buyer shall hold in
confidence and safeguard Confidential Information received under this Agreement
and shall exercise the same degree of care to prevent disclosure to others as
it takes to preserve and safeguard its own Confidential Information, but in any
event, it shall exercise no less than a reasonable degree of
care. Further, internal disclosure by Buyer shall be limited to only
those of its employees who are bound by confidentiality obligations at least as
protective as those set forth herein and who have a direct need to know to
fulfill the purpose of this Agreement. Internal copying of
Confidential Information by Buyer shall be kept to the minimum necessary for
the efficient conduct of business, and all confidentiality labels shall be
reproduced in full on all copies, whether whole or partial.
14.3 Buyer may use Confidential
Information solely for the purpose of determining whether entering into a
further agreement with Seller is in the best interest of Buyer or for the
purpose of facilitating an ongoing, working relationship between itself and Seller
or in the furtherance of its business obligations to Seller. Buyer
may not use Confidential Information for any other purpose including, without
limitation, the use of Confidential Information to compete with Seller or to
enable any third party to compete with Seller. Buyer shall not reverse
engineer, reverse-compile, reverse-assemble, synthesize, decompile, or
disassemble Confidential Information without the prior written permission of
Seller.