Web Site Terms of Use
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By accessing, browsing, copying, and/or using any information, communication, software, photos, figures, drawings, scripting, test video, graphics, music, sounds, images, or other material and services (collectively "Content") contained at this web site and other Xilinx web sites that are linked to this site (collectively, the “Site"), you agree to be bound by the terms and conditions described herein (“Terms of Use”).
Xilinx, Inc. ("Xilinx") maintains this Site and in exchange for accessing, browsing and/or using the Site, you agree to be bound by these terms and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations. You represent you have the legal authority to accept the Terms of Use on behalf of yourself or any party you represent. If any provision of the Terms of Use is held to be invalid by any law, rule, order, or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of the Terms of Use. If you do not agree to these terms, please do not use the Site. The Site is controlled and operated in whole or in part by Xilinx in the United States. BY ACCESSING THE SITE YOU AGREE THAT THE STATUTES, LAWS, AND REGULATIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS IN CALIFORNIA, U.S.A. If you access the Site from other locations you do so at your own risk and you are responsible for compliance with applicable local laws. Xilinx makes no representation that the Content in the Site is appropriate or available for use in other locations, and access to it from territories where the Content may be illegal is prohibited. You acknowledge that Xilinx reserves the right in its sole discretion to refuse or terminate access to the Site by you at any time.
This Site contains documentation and other information related to products and services of Xilinx. This documentation is provided as a courtesy to Xilinx customers and potential customers. Xilinx assumes no obligation to correct any errors contained herein or to advise any user of liability for the accuracy or correctness of any engineering software support or assistance provided to a user. Xilinx makes no commitment to update this documentation. By submitting information to services such as discussion boards, community forums, or to Xilinx Technical Support, you agree that faulty transmission and/or third party interception is a risk and you assume that risk by submitting information over the Internet, and agree to hold Xilinx harmless in the event that information is received by an unintended third party. Xilinx reserves the right to change these terms and conditions from time to time at its sole discretion. In the case of any violation of these rules and regulations, Xilinx reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the Site, both now and in the future.
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Copyright Notice
The Content of this Site is owned and copyrighted by Xilinx.
Copyright © 1994-2008 Xilinx, Inc. All rights reserved.
Except as stated herein, none of the material may be copied,
reproduced, distributed, republished, downloaded, displayed,
posted or transmitted in any form or by any means including,
but not limited to, electronic, mechanical, photocopying,
recording or otherwise, without the prior written consent
of Xilinx. You also may not "mirror" any material contained
in this Site without express written consent from Xilinx.
Permission is granted to display, copy, distribute and
download the materials on this Site for personal, non-commercial
use only, provided you don't modify or alter the materials
and you retain any and all copyright and other proprietary
notices contained in these materials. This permission
terminates automatically if you breach any of these terms
or conditions. Upon termination, you must immediately
destroy any downloaded and printed materials. Any unauthorized
use of any material contained on this Site may violate
copyright laws, trademark laws, the laws of privacy and
publicity, and communications regulations and statutes.
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Trademark Notice
The trademarks, logos and service marks displayed on this web site are the property of Xilinx or other third parties. Users are not permitted to use trademarks, logos and service marks without prior written consent.
Xilinx, the Xilinx logo, Virtex, Spartan, and ISE are registered trademarks of Xilinx in the United States and other countries. AccelWare, CoolRunner, LogiCORE, RocketIO, WebFITTER, and WebPACK are registered trademarks of Xilinx in the United States.
AccelDSP, ASMBL, ChipScope, ChipSync, CORE Generator, EasyPath, ExpressFabric, Foundation, MicroBlaze, PicoBlaze, PlanAhead, QPro, RocketChips, SelectIO, SelectRAM, SmartCompile, SmartGuide, SmartPreview, System ACE, the X Banner, and XtremeDSP are trademarks of Xilinx, Inc.
The Programmable Logic Company is a service mark of Xilinx, Inc.
CPRI is a trademark of Siemens AG.
FlexRay is a licensed trademark of the FlexRay Consortium.
HyperTransport is a licensed trademark of the HyperTransport Technology Consortium in the U.S. and other jurisdictions.
MATLAB and Simulink are registered trademarks of The MathWorks, Inc. and used under license.
MOST is a registered trademark of SMSC Europe GmbH and licensed to Xilinx.
PCI-SIG, PCI, PCI Express, PCIe, PCI-X, PCI HOT PLUG, MINI PCI, and EXPRESSMODULE are trademarks of PCI Special Interest Group and used under license.
PowerPC is a trademark of IBM Corporation and used under license.
VLYNQ is a trademark of Texas Instruments and used under license.
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Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of the
Site is restricted to authorized users only. Unauthorized individuals attempting
to access these areas of the Site may be subject to prosecution.
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Member Account, Password and Security
You will receive a password and account designation upon completion
of the registration process. You are responsible for maintaining the confidentiality
of the password and account, and are fully responsible for all activities
that occur under your password or account. You agree to (a) immediately
notify Xilinx of any unauthorized use of your password or account or any
other breach of security, and (b) ensure that you exit from your account
at the end of each session. We will not be liable for any loss or damage
arising from your failure to comply with these terms.
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Member Conduct
You understand that all information, data text, software, music, photographs,
graphics, videos, messages or other materials ("Content"), whether publicly
posted or privately transmitted, are the sole responsibility of the person
from which such Content originated. This means that you are entirely responsible
for all Content, if any, that you upload, post, email, transmit or otherwise
make available via the service. We do not control the Content posted by
others and, as such, do not guarantee the accuracy, integrity or quality
of such Content.
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Links to Other Sites
This Site may contain links to other web sites operated by third parties.
You acknowledge that Xilinx neither endorses nor is affiliated with the
linked site and is not responsible for any content that appears on the
linked site. You also acknowledge that the owner of the linked site neither
endorses nor is affiliated with Xilinx.
Nothing contained in this Legal Notice shall be construed as conferring
by implication, estoppel, or any other legal theory, a license or right
to any patent, trademark, copyright, or other intellectual property right,
except those expressly provided herein. The products, processes, software,
and other technology described at this Site may be the subject of other
intellectual property rights owned by Xilinx or by third parties, and no
licenses are granted herein.
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U.S. Government Restricted Rights
The materials and documentation are provided with "RESTRICTED RIGHTS".
Use, duplication, or disclosure by the Government is subject to restrictions
as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor.
Use of the documentation and materials by the Government constitutes acknowledgment
of Xilinx proprietary rights in them.
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Special Admonitions For International Use
Recognizing the global nature of the Internet, you agree to comply
with all local rules regarding online conduct and acceptable Content. Specifically,
you agree to comply with all applicable laws regarding the transmission
of technical data exported from the United States or the country in which
you reside.
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Products and Services Availability
Because international information is provided at this Site, not all
products or programs mentioned will be available in your country. Please
contact your local sales representative for information as to products
and services available in your country.
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Performance Information
Performance tests and ratings are measured using specific computer
systems and/or components and reflect the approximate performance of Xilinx
products as measured by those tests. Any difference in system hardware
or software design or configuration may affect actual performance. Buyers
should consult other sources of information to evaluate the performance
of systems or components they want to purchase. For more information on
performance tests and on the performance of Xilinx products, visit http://www.xilinx.com or call (U.S.) 1-800-4-XILINX.
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Ownership of Materials
Materials are copyrighted and are protected by worldwide copyright
laws and treaty provisions. They may not be copied, reproduced, modified,
published, uploaded, posted, transmitted, or distributed in any way, without
prior written permission from Xilinx. Except as expressly provided herein,
Xilinx and its suppliers do not grant any express or implied right to you
under any patents, copyrights, trademarks, or trade secret information.
Other rights may be granted to you by Xilinx in writing or incorporated
elsewhere in the Materials.
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Disclosure; Forward-Looking Statements
Some of the information on this Site may contain projections or other
forward-looking statements regarding future events or the future financial
performance of the Company. We wish to caution you that these statements
are only predictions and that actual events or results may differ materially.
We refer you to the documents the company files from time to time with
the Securities and Exchange Commission, specifically, the Company's most
recent Form 10-K, Form 10-Q, and Form 10-Q/A. These documents contain and
identify important factors that could cause the actual results to differ
materially from those contained in our projections or forward-looking statements,
including, among others, potential fluctuations in quarterly results, dependence
on new product development; rapid technological and market change, acquisition
strategy, manufacturing risks, risks associated with Internet infrastructure,
volatility of stock price, financial risk management, and future growth
subject to risks.
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Disclaimers
NO WARRANTIES: THE DOCUMENTATION PROVIDED AT THIS SITE IS "AS IS" WITHOUT
ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OF INTELLECTUAL PROPERTY, INCLUDING PATENTS, COPYRIGHTS
OR OTHERWISE, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
XILINX OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION,
COST OF REPLACEMENT GOODS OR LOSS OF OR DAMAGE TO INFORMATION) ARISING
OUT OF THE USE OF OR INABILITY TO USE THE DOCUMENTATION PROVIDED ON THIS
SITE, EVEN IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BECAUSE SOME JURISDICTIONS
PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES.
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Export Requirements
Xilinx, Inc., software programs and technical data may not be exported or re-exported, either directly or indirectly, to the U.S. embargoed destinations or entities of Cuba, Iran, Libya, North Korea, Sudan and Syria or to persons/entities on the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List and the Debarred List, without prior written authorization from the appropriate U.S. government departments (Commerce, State Department, Treasury).
In order to obtain export classification information for all Xilinx products, ECCN# and HTS#, please send your request to this email address: export_classification@xilinx.com.
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Privacy Statement
Thank you for your interest in Xilinx, Inc ("Xilinx")
and our web site located at www.xilinx.com. We are pleased
to provide this privacy policy to inform you of our practices
with respect to how we collect and use personally identifiable
information about visitors to our web site. By using this
web site., you consent to the following terms.
What we collect. You may visit our web site. without
providing any personally identifying information. When
you place an order to purchase our products through our
online store, register for our online seminars, participate
in our online contests or contact us for information,
we will collect personally identifiable information about
you such as your name, company, title, address, telephone
number as well as any other information that you may provide.
When you register on our web site., we also collect and
save personally identifiable information about you in
your Profile. The only personally identifiable information
that Xilinx requires about you is your contact information
(e.g., name and/or e-mail address) and unique identifier
(e.g., employee identification number, screen name or
password).
How we collect it. Xilinx collects your personally identifiable
information when you place orders on web site., complete
the registration form, or contact Xilinx for additional
information about our products and services. Cookies.
To facilitate your use of our web site., Xilinx may use
"cookies." A cookie is small amount of data that Xilinx
servers transfer to your browser and that only Xilinx
servers can read.
Use of Information. Xilinx uses your personally identifiable
information to identify you when you purchase products
on our online store, to respond to your requests for information
and when otherwise reasonably necessary. Xilinx may contact
you regarding products and services that may be of interest
to you. Xilinx may also use any information you have entered
into the web site. as reasonably necessary to administer
or provide customer support for the web site.
Disclosure. Xilinx uses certain third party vendors to assist Xilinx in providing our products and services. Xilinx may transfer your personally identifiable information only to such vendors who have entered into a contract with Xilinx that protects the privacy of your personally identifiable information and permits the vendor to use it only as reasonably necessary to fulfill its contractual obligations to provide services to Xilinx. Xilinx may also transfer your personally identifiable information to our marketing partners who may contact you about products and services that might be of interest to you. Xilinx may also disclose your personally identifiable information as it believes is reasonably necessary to comply with law, regulation or other governmental authority or to prevent harm to yourself or others. Finally, Xilinx may disclose your personally identifiable information upon a transfer or sale to another entity of all or substantially all of Xilinx assets or stock in Xilinx line of business to which this Privacy Policy relates or upon any other corporate reorganization.
Customer Surveys. In an effort to provide the highest
quality products and services, Xilinx may contract with
third party providers of customer feedback campaigns.
When you visit our web site., you may encounter a pop-up
dialog box requesting your participation in a customer
feed back survey. Participation in these customer feedback
campaigns is voluntary and you may chose whether or not
you wish to provide any information to the third party
survey provider. When you participate in the customer
feedback campaigns, the information is being provided
to the third party survey provider and the terms of the
third party service provider's privacy policy, and not
Xilinx, will apply to any personally identifiable information
that you may provide in connection with your voluntary
participation in any customer survey activities.
Links. For your convenience, we may provide links on
our web site. to certain third party web sites or referrals
to certain third parties' products or services. If you
choose to visit a third party's web site. or use its products
or services, please be aware that the third party's privacy
policy, and not Xilinx, will govern your activities
and any information you disclose while interacting with
the third party.
Security. Xilinx employs procedural and technological measures, consistent with the demands of customer service, reasonably designed to protect your personally identifiable information from loss or unauthorized access, disclosure, alteration or destruction. Xilinx stores your personally identifiable information on secure computers located in a locked data center, to which only a small number of Xilinx employees involved in the management of the data center have physical access. Where reasonably practical, Xilinx uses encryption, firewalls and other security technology to help prevent unauthorized access to your personally identifiable information.
Updating Your Information. Xilinx will use reasonable
efforts to keep your personal information accurate. We
would appreciate your help in ensuring the information
you provide to us is accurate and up-to-date. Providing
accurate information helps us serve you better. You may
easily up-date your personal information through the View
Profile link provided from numerous pages on our web site.
Policy Changes. Xilinx reserves the right to change this privacy policy, and
will post any revisions on our web site. located at http://www.xilinx.com/legal.htm#privacy.
We encourage you to review this Privacy Policy regularly
for any changes. Your continued use of this web site will
be subject to the then-current privacy policy.
Questions? If you have any questions about our privacy practices, please feel free to contact us at webmaster@xilinx.com.
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Terms of Sale
PRODUCT SALES MADE BY XILINX, INC., XILINX IRELAND, OR XILINX ASIA
PACIFIC PTE. LTD. (COLLECTIVELY, "XILINX") ARE SUBJECT TO THE
FOLLOWING CONTRACTUAL TERMS AND CONDITIONS:
1. ACCEPTANCE BY CUSTOMER - ENTIRE AGREEMENT. Except where otherwise agreed in writing, the terms and conditions set forth in this document constitute the entire agreement between Xilinx and Customer regarding the purchase and sale of Xilinx standard semiconductor devices (“Products”). Xilinx expressly excludes from “Products” any customized devices, such as EasyPath™ devices, engineering samples, design tools, and IP Cores, the sale and licensing of which is governed by separate terms. Acceptance of Customer’s order by Xilinx is expressly conditioned on the consent of Customer to the terms set forth in this document. Any pre-printed terms proposed by Customer that add to, vary from or conflict with these terms and conditions are hereby objected to and shall be void. Consent to and acceptance of these terms and conditions is hereby expressly limited to these terms and conditions. Any conduct by Customer that recognizes a contract or the acceptance by Customer of any Product shall constitute acceptance of these terms and conditions. Customer acknowledges that it has not entered into this purchase transaction in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.
2. PRICES, TAXES, AND PAYMENT TERMS. Prices are exclusive of all federal, state or other government, excise, use, occupational, sales, value added tax (VAT), export, import or custom fees or duties or like taxes or duties now in force or enacted in the future (“Taxes”). In addition to the prices quoted or invoiced, Customer shall pay any Taxes imposed by any government authority on, or measured by, the transaction between Xilinx and Customer. Customer shall reimburse Xilinx if Xilinx is required to pay Taxes at the time of sale or thereafter. Payment is due thirty (30) days after the date of invoice. Customer shall pay invoice in full without any deduction, counterclaim or offset. Xilinx reserves the right to charge interest at the maximum rate permitted by law on any amount that is overdue, until paid in full. Interest shall accrue on a daily basis. In the event that customer’s financial condition changes following a customer credit review, or customer’s payment history makes it advisable, Xilinx may change payment terms at any time, including requiring payment prior to delivery and/or requiring additional security such as a bank guarantee or parent company guarantee. Customer waives the right to recover from Xilinx any unclaimed credits twelve (12) months after the accrual of such claims.
3. DELIVERY, TRANSFER OF TITLE, AND RISK OF LOSS. All deliveries shall be made FCA (Xilinx point of shipment) as defined in the Incoterms 2000, or, for deliveries within the US, FOB (Xilinx point of shipment). Title and risk of loss or damage to the Products will pass to Customer when Xilinx tenders the Products to the freight forwarder at the point of shipment. The time of delivery is the time Products are tendered to the carrier, and Products shall be deemed accepted upon such tender. The date of shipment will be as indicated by Xilinx to Customer. Transportation charges will be paid by Customer, or if prepaid, will be subsequently invoiced to Customer, and Customer shall discharge such invoice in full within thirty (30) days of the date of said invoice. Customer is responsible for insuring the Products against loss or damage during shipment. Partial and/or installment shipments are authorized and, in the case of contingencies beyond its reasonable control, Xilinx may allocate shipments among its customers. Xilinx shall not be responsible for any losses caused as a result of late shipment.
4. NO IMPLIED LICENSE. Products are offered for sale and are sold by Xilinx subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent, copyright or other intellectual property right of Xilinx or with respect to which Xilinx can grant licenses. Any license rights required in connection with use by Customer of Xilinx design tools and/or IP Cores shall be separately granted in the applicable Xilinx license agreements for the same. Xilinx expressly reserves all its rights under such patents, copyrights or other intellectual property rights.
5. LIMITED WARRANTY. Subject to the limitations herein, Xilinx warrants that Products, when delivered by Xilinx or its authorized distributor, for three (3) years following the delivery date, will be free from defects in material and workmanship and will substantially conform to Xilinx publicly available specifications for such Products in effect at the time of delivery. This limited warranty excludes (i) engineering samples of Products (which are provided “AS-IS” without warranty); (ii) design defects or errors known as “errata;” (iii) Products procured through unauthorized third parties; and (iv) Products that have been subject to misuse, mishandling, accident, alteration, neglect, unauthorized repair or installation. Furthermore, this limited warranty shall not apply to the use of Products in an application or environment that is not within Xilinx specifications or in the event of any act, error, neglect or default of Customer. For any breach by Xilinx of this limited warranty, the exclusive remedy of Customer and the sole liability of Xilinx shall be, at the option of Xilinx, to replace or repair the affected Products, or to refund to Customer the price of the Products depreciated over three (3) years on a straight-line basis. The availability of replacement products is subject to product discontinuance policies at Xilinx. Customer may not return Products without first obtaining a customer return material authorization (RMA) number from Xilinx. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE. XILINX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
6. CRITICAL APPLICATIONS. PRODUCTS are not DESIGNED OR Intended TO BE FAIL-SAFE, or for use in ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS life-support or safety devices or systems, CLASS iii MEDICAL DEVICES, NUCLEAR Facilities, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, or any other applicationS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, “CRITICAL APPLICATIONS”). CUSTOMER ASSUMES THE SOLE RISK AND LIABILITY OF ANY USE OF XILINX PRODUCTS IN CRITICAL APPLICATIONS, SUBJECT ONLY TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY.
7. EXPORT COMPLIANCE. Customer shall adhere to all applicable export laws and regulations including, without limitation, those administered by the U.S. Department of Commerce – Bureau of Industry and Security (U.S. Export Administration Regulations 15 CFR 730 et seq.) and shall not export, reexport, resell, transfer, or disclose, directly or indirectly, any Products or technical data, or the direct product of any Products or technical data, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body.
8. FORCE MAJEURE. Xilinx shall not be liable for any loss, damage or penalty resulting from a failure to fulfill an obligation (other than payment of money) when such failure is due to causes beyond the party’s reasonable control, including but not limited to supplier delay, force majeure, act of God, war, civil or labor unrest, fire, explosion or natural disaster. Nothing in this section relieves Customer of the obligation to pay Xilinx for Product after it has been tendered to the carrier.
9. CANCELLATION. Orders for Product are non-cancelable within thirty (30) days prior to the scheduled delivery date. In the event that Buyer requests a cancellation within thirty (30) days from the scheduled delivery date, Xilinx will assess Buyer reasonable cancellation charges to be determined by Xilinx in its sole discretion, such charges shall include but not be limited to: expenses already incurred for labor and material costs, restocking charges, storage costs, overhead, commitments made by Xilinx, and profit. Whether or not Customer pays cancellation charges, Customer has no rights in partially completed goods.
10. MODIFICATIONS. Xilinx may modify the specifications of Products and substitute Products manufactured to such modified specifications at any time without prior notice to Customer, provided such Products substantially conform to the form, fit and function of the original product.
11. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF XILINX FOR BREACH OF, OR ARISING OUT OF THIS CONTRACT AND/OR SALE OF PRODUCTS SHALL BE LIMITED TO REFUND OF THE PURCHASE PRICE RECEIVED BY XILINX FOR PRODUCTS WHICH GIVE RISE TO SUCH LIABILITY OR CLAIMS. IN NO EVENT SHALL XILINX BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER, OR FOR ANY LOSS OF PROFITS, BUSINESS OR GOODWILL, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, WHETHER OR NOT XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, HOWEVER CAUSED, AND REGARDLESS OF THE THEORY ON WHICH SUCH CLAIM IS BASED. EXCEPT AS AND TO THE EXTENT PROVIDED IN THE SECTION TITLED “INDEMNIFICATION” BELOW, THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION ALSO APPLY TO ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF XILINX ARISING OUT OF THIS CONTRACT AND/OR THE SALE OF PRODUCTS. THE LIABILITY LIMITATIONS HEREIN SHALL CONTINUE TO APPLY EVEN IF AN EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS AND CONDITIONS SHALL IN ANY WAY LIMIT ANY APPLICABLE CONSUMER RIGHTS UNDER LOCAL LAW.
12. BANKRUPTCY. If Customer shall become bankrupt, insolvent, transfer assets to its creditors, commence to be wound up or a receiver is appointed or if any similar or related bankruptcy or insolvency event occurs in any jurisdiction, Xilinx may, upon notice in writing, immediately cancel the applicable purchase contract without judicial intervention or declaration of default of Customer and without prejudice to any right or remedy which shall have accrued or shall accrue thereafter to Xilinx.
13. INDEMNIFICATION. Except as expressly stated herein, Xilinx agrees that it will, at its own expense, defend all suits or proceedings before a court of competent jurisdiction instituted against Customer, and pay any final award or damages assessed against Customer in such suits or proceedings or incurred by Customer through settlement thereof, insofar as the same are based on any claim that Products procured under these terms and conditions infringe any United States patent, copyright or mask work right, or upon any claim that Xilinx has misappropriated or unlawfully disclosed trade secret information of a third party in connection with the design or production of a Product; provided that Customer gives to Xilinx immediate notice in writing of the suit or proceeding, permits Xilinx through its counsel to have sole control over the defense or settlement of the same, gives Xilinx all needed information, assistance and authority to enable Xilinx to do so and provided Customer makes no admission of liability without the permission of Xilinx. Xilinx shall have no obligation or liability for any claim of infringement arising out of (a) modifications made by any person or entity other than Xilinx, (b) conformance by Xilinx with specifications provided by Customer, or (c) the combination or incorporation of any Product, or of the elements of any Product, with any other circuitry, subassembly, products, or materials not supplied by Xilinx. In case Products furnished by Xilinx have become or are likely to become (in the sole opinion of Xilinx) subject to such a suit or proceeding, Xilinx may, at its option and without obligation to do so, either: (i) secure for Customer the right to continue using said Products by license, suspension of any injunction, or otherwise, (ii) replace such Products with non-infringing products, or (iii) if Xilinx cannot procure such rights or replace the Products, then refund the sums paid therefor, less a reasonable sum for depreciation. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE), OF XILINX AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR RELATING TO THE PRODUCTS.
14. GENERAL. If individual provisions of these terms and conditions are or become invalid, then such provisions shall be modified to the minimum extent necessary to make them valid, while to the fullest extent possible preserving the business and financial intent and impact of the original provisions, and the remaining provisions shall remain unaffected. A failure by Xilinx to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, nor in any way affect the validity of these terms and conditions or the right of Xilinx to enforce any part of these terms and conditions at any time. Where the invoicing party is Xilinx, Inc., these terms are governed by the laws of the State of California; where the invoicing party is Xilinx Asia Pacific Pte. Ltd., these terms are governed by the laws of the Republic of Singapore; and where the invoicing party is Xilinx Ireland, the governing law shall be the laws of the Republic of Ireland; in each case without giving effect to conflict of laws rules and principles and excluding the application of the United Nation's Convention on Contracts for the International Sale of Goods.
(2008.01)
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