UP068D01 DATAMODUL, UP068D01 Datasheet - Page 21

• Manufacturer Part Number: UP068D01
• Description: COLOR TFT LCD
• Manufacturer: DATAMODUL

These Terms and Conditions of Sale apply to all items designed and/or made by Unipac
Optoelectronics Corporation ("Unipac"), and Buyer agrees they apply to all such items.
1
ACCEPTANCE (BY PURCHASE ORDER OR OTHERWISE), OR (ii) BY FAILURE TO
RETURN GOODS SUPPLIED BY UNIPAC WITHIN 5 DAYS OF THEIR DELIVERY.
2
2.1
Science-Based Industrial Park, Taiwan to a carrier designated in writing by Buyer, or if
Buyer fails to designate a carrier, to a carrier designated by Unipac.
2.2
2.3
to meet the date(s) quoted or acknowledged; and if Unipac makes such effort, UNIPAC
WILL NOT BE LIABLE FOR ANY DELAYS.
3
3.1
advance, by Letter of Credit at Sight, or pursuant to agreed prepayment terms. Unipac
reserves the right to change credit terms at any time in its sole discretion.
3.2
orders issued by Buyer.
4
4.1
workmanship and comply with Unipac's applicable published specifications for a period
of sixty (60) days from the date of Unipac's shipment.
4.2
repeated or extended exposure to conditions at or near the limits of applicable absolute
ratings) misuse, accident, alteration, neglect, or unauthorized repair or improper
application are not covered by any warranty. No warranty is made with respect to
custom products or goods produced to Buyer's specifications (unless specifically stated
in writing signed by Unipac). Unipac shall not be responsible for defects or claims
caused by acts not performed by Unipac; or by combination of goods with other things.
4.3
applications where failure to perform when properly used can reasonably be expected to
result in significant injury (including, without limitation, navigation, aviation, weaponry or
nuclear equipment, or for surgical implant or to support or sustain life) and Buyer agrees
to indemnify, defend, and hold harmless Unipac from all claims, damages and liabilities
arising out of any such uses.
4.4
modified or amended except in writing signed by an authorized officer of Unipac.
4.5
diagrams or circuits contained in any literature, and Buyer will test all parts and
applications under extended field and laboratory conditions. Notwithstanding any cross-
reference or any statements of compatibility, functionality, interchangeability, and the
like, the goods may differ from similar goods from other vendors in performance,
function or operation, and in areas not contained in the written specifications, or as to
ranges and conditions outside such specifications; and Buyer agrees that there are no
warranties and that Unipac is not responsible for such things.
4.6
ACCIDENT, NEGLIGENCE, OR OTHERWISE) UNIPAC SHALL HAVE NO LIABILITY
(DIRECT, CONSEQUENTIAL OR OTHER) FOR, IN CONNECTION WITH OR ARISING
FROM PROPERTY FURNISHED FOR USE AT OR LEFT AT UNIPAC; and by
delivering or entrusting property to Unipac, Buyer expressly confirms this limitation.
Notwithstanding this limitation, Unipac will replace, or pay the reasonable retooling costs
to replace, masks damaged or destroyed as a result of Unipac's gross negligence or
fault.
4.7
CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY; AND UNIPAC EXPRESSLY
EXCLUDES AND DISCLAIMS ANY WARRANTY OR CONDITION OF NON-
INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE
OR APPLICATION.
5
5.1
beyond its reasonable control, including but not limited to delay by others, force majeure,
acts of God, material shortage or labor conditions. In any such event, the date(s) for
Unipac's performance will be deemed extended for a period equal to any delay resulting.
5.2
GOODS SOLD WILL BE LIMITED TO REFUND OF THE PURCHASE PRICE OR
(WITH UNIPAC'S PRIOR WRITTEN CONSENT) REPAIR OR REPLACEMENT OF
PURCHASED GOODS (RETURNED TO UNIPAC FREIGHT PRE-PAID); OR IN THE
EVENT OF A FAILURE OR BREACH BY UNIPAC REGARDING DELIVERY, AN
AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE OF THE GOODS THAT HAVE
NOT BEEN DELIVERED DUE TO SUCH FAILURE.
5.3
number.
5.4
COSTS OF SUBSTITUTE GOODS, (ii) FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, RELIANCE OR INDIRECT DAMAGES, OR (iii) FOR LOSS OF USE,
OPPORTUNITY, MARKET POTENTIAL, GOODWILL AND/OR PROFIT ON ANY
THEORY (CONTRACT, TORT, FROM THIRD PARTY CLAIMS OR OTHERWISE).
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OR OF ANY FAILURE OR INADEQUACY OF ANY REMEDY.
DELIVERY
TERMS OF PAYMENT
LIMITED WARRANTY
LIMITATION OF LIABILITY
Delivery will be made Free Carrier (Incoterms 1990), Unipac's warehouse,
Title to the goods and the entire risk will pass to Buyer upon delivery to carrier.
Shipments are subject to availability. Unipac shall make every reasonable effort
Unless otherwise stated on Unipac's quotation, all shipments shall be T/T in
Buyer guarantees prompt payment of all obligations accrued pursuant to purchase
Unipac warrants that the goods sold will be free from defects in material and
Goods or parts which have been subject to abuse (including without limitation
No warranty is made with respect to goods used in devices intended for use in
This Article 4 is the only warranty by Unipac with respect to goods and may not be
Buyer acknowledges and agrees that it is not relying on any applications,
REGARDLESS OF CAUSE OR REASON FOR DAMAGE (WHETHER
EXCEPT AS PROVIDED ABOVE, UNIPAC MAKES NO WARRANTIES OR
Unipac will not be liable for any loss, damage or penalty resulting from causes
THE LIABILITY OF UNIPAC ARISING OUT OF THIS AGREEMENT OR ANY
Buyer will not return any goods without first obtaining a customer return order
AS A SEPARATE LIMITATION, IN NO EVENT WILL UNIPAC BE LIABLE (i) FOR
ACCEPTANCE OF TERMS. BUYER ACCEPTS THESE TERMS (i) BY WRITTEN
UNIPAC OPTOELECTRONICS CORPORATION
TERMS AND CONDITIONS OF SALE
THIS AGREEMENTSTATES THE ONLY AND EXCLUSIVE REMEDY FOR ANY AND
ALL CLAIMS MADE AGAINST UNIPAC UNDER ANY AGREEMENT AND/OR WITH
RESPECT TO PANELS, COMPONENTS, SERVICES AND/OR GOODS.
5.5
(other than to collect money due for goods delivered or services rendered), whether for
breach, indemnification, contribution or otherwise, more than one year after delivery of
the goods to the carrier; and no claim may be brought unless the non-claiming party has
first been given commercially reasonable notice, a full written explanation of all pertinent
details (including copies of all materials), and a good faith opportunity to resolve the
matter.
5.6
9 AND TO THEIR REASONABLENESS.
5.7
the applicable Agreements, and shall apply notwithstanding any claim of a failure of any
one or more remedies to accomplish their purpose, and THE PARTIES EXPRESSLY
WAIVE AND RELINQUISH ANY CONTRARY RIGHTS UNDER ANY AGREEMENT,
AND/OR LAW, DECISION, CUSTOM OR PRACTICE.
6
Unipac may at any time make substitutions for product ordered which do not materially
and adversely affect overall performance with the then current specifications in the
typical and intended use. Unipac reserves the right to halt deliveries and shipments and
alter specifications and prices without notice. Buyer shall verify that the literature and
information is current before purchasing. Other changes to process and/or specifications
by Unipac shall be pursuant to Unipac’ s standard ECN procedures.
7
7.1
Unipac and Buyer's payment of reasonable cancellation charges (including but not be
limited to expenses already incurred for labor and material, overhead, commitments
made by Unipac, and a reasonable profit).
7.2
8
8.1
information in connection with any claim that any parts as shipped by Unipac under this
purchase order infringe any valid, enforceable, unexpired R.O.C. patent, copyright, or
trademark, provided however, that Buyer (i) gives immediate written notice to Unipac, (ii)
permits Unipac to participate and to defend if Unipac requests to do so, and (iii) gives
Unipac all needed information, assistance and authority. However, Unipac will not be
responsible for infringements resulting from anything not entirely manufactured by
Unipac, or from any combination with products, equipment, or materials not furnished by
Unipac. Unipac will have no liability with respect to intellectual property matters arising
out of products made to Buyer's specifications, code, or designs.
8.2
authorized officer, Unipac makes no representations and/or warranties with respect to
intellectual and/or industrial property and/or with respect to claims of infringement.
8.3
DEFEND AND HOLD HARMLESS UNIPAC FROM ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING ATTORNEYS FEES) AGAINST AND/OR ARISING OUT
OF GOODS SOLD AND/OR SHIPPED HEREUNDER.
9
provided in a separate non-disclosure agreement signed by both parties.
10 ENTIRE AGREEMENT
These terms and conditions are the entire agreement between Unipac and Buyer, and
no addition, deletion or modification shall be binding on Unipac unless expressly agreed
to in a writing signed by an officer of Unipac. Buyer is not relying upon any warranty or
representation except for those specifically stated here.
11 APPLICABLE LAW
This Agreement and all performance and disputes arising out of or relating to goods
involved will be governed by the laws of Taiwan, Republic of China, without reference to
conflict of laws principles and excluding the U.N. Convention on Contracts for the
International Sale of Goods. Buyer agrees at its sole expense to comply with all
applicable laws in connection with the purchase, use or sale of the goods provided
hereunder.
12 DISPUTE RESOLUTION
12.1 Buyer and Unipac shall cooperate and attempt in good faith to resolve any and all
disputes arising out of and/or relating to this Agreement and/or goods furnished
pursuant to this Agreement.
12.2 Any disputes relating to and/or arising out of any Agreement and/or goods
furnished pursuant to this Agreement that cannot be so resolved will be decided
exclusively by binding arbitration. Such arbitration shall take place in Taipei, Taiwan
pursuant to the Rules for International Arbitrations under the American Arbitration
Association.
12.3 Notwithstanding anything to the contrary, any party may apply to any court of
competent jurisdiction for interim injunctive relief with respect to irreparable harm which
cannot be avoided and/or compensated by such arbitration proceedings, without breach
of this Article 12 and without any abridgment of the powers of the arbitrators.
13 ATTORNEYS' FEES
Reasonable attorneys' fees and costs will be awarded to the prevailing party in the
event of litigation involving the enforcement or interpretation of this Agreement.
Unipac shall have no obligation to hold any information in confidence except as
SUBSTITUTIONS AND MODIFICATIONS
CANCELLATION
INDEMNIFICATION
NO CONFIDENTIAL INFORMATION
No action or proceeding may be commenced by either party against the other
BUYER EXPRESSLY AGREES TO THE LIMITATIONS OF ARTICLES 5, 8 AND
The exclusions and limitations of Articles 5, 8 and 9 will survive the termination of
This Agreement may not be canceled by Buyer except with written consent by
Unipac will, at its own expense, assist Buyer with technical support and
Except as expressly stated in this Article 8 or in another writing signed by an
Except as to claims Unipac agrees in writing to defend, BUYER WILL INDEMNIFY,
In no event will Buyer have rights in partially completed goods.