Terms and Conditions - Product Sales

Rev 2021.07.7
- 2 -
T. “Service” means any service or work offered for sale by PHI. For clarity, and without limitation,
such term includes specifically defined work, reference designs, marketing collateral, software
(unless the software is built into the Product), Samples, prototypes, experimental devices, and
evaluation modules.
U. “Specifications” means measurable electrical and physical characteristics of a particular Product
listed in the then-current official data sheet (including errata) for that Product.
V. “Terms” or “Terms of Sale” means these Terms and Conditions set forth herein.
Capitalized words defined elsewhere in these Terms and Conditions shall have the meaning ascribed to
such term therein or herein.
2. Scope of Application.
A. Terms of Sale. These Terms of Sale apply to all business transactions between PHI and Buyer
including but not limited to each purchase and sale of a Product or Service offered by
PHI to a Buyer and
each Contract relating to the purchase and sale of a Product or Service.
B. Offers By PHI. All offers by PHI will be made, and all Contracts with Buyer will be concluded
exclusively on the basis of these Terms of Sale, which shall control over any inconsistent or additional terms
or conditions proposed by Buyer in a purchase order or other document.
C. Modifications. No modification of these Terms of Sale (including changes in scope, specifications,
price or delivery schedule) shall be of any force or effect unless made in writing and signed by PHI; PHI
hereby rejecting any additional or inconsistent terms or conditions contained in or incorporated by
reference in any purchase order or other document submitted by Buyer.
3. Matters Pertaining to Contract Formation
A. Statements By PHI. Unless expressly stated otherwise in writing, all statements made by PHI
including without limitation any Product or Service descriptions in marketing materials are nonbinding,
subject to change and without obligation. PHI reserves the right to revise and change any and all Product
and Service descriptions at any time.
B. Purchase Orders. PHI’s receipt of a written order (“Purchase Order”) from Buyer constitutes a
binding offer from Buyer to enter into a binding agreement with PHI.
C. PHI’s Acceptance. PHI may accept or reject Buyer’s Purchase Order(s) in its sole discretion. If
PHI accepts a Buyer’s Purchase Order, such acceptance (herein called “
Acceptance”) requires written
communication from PHI
within two weeks after receipt of such order. PHI’s issuance of an invoice
referencing a specific Buyer’s Purchase Order within two weeks after receipt of such order shall be deemed
Acceptance of such Buyer’s Purchase Order. Without Acceptance of a Buyer’s Purchase Order being
delivered to Buyer within two weeks after PHI’s
receipt of Buyer’s Purchase Order, PHI shall be deemed to
have rejected the
Buyer’s Purchase Order.
D. Other Specific Matters
(i) Unless otherwise expressly stated in an Acceptance, or in technical product descriptions
or data sheets referenced in an Acceptance, or in separate written communication from PHI signed by an