Terms and Conditions of Sale

Analog Devices Standard Terms and Conditions of Sale – Rev. Nov. 2024

Terms and Conditions of Sale

  1. Scope: These Terms and Conditions of Sale (“Terms”), as may be updated from time to time, govern the sale of semiconductor and/or other products (“Products”) manufactured by Analog Devices, Inc. and its affiliates (collectively, “ADI”) to the party listed on the ordering documentation that You used to place an order with ADI (“You” or “Your”). Except to the extent You have a written, signed, separate agreement with ADI governing the purchase and sale of Products, these Terms supersede any previous communications, representations or agreements between the parties regarding the sale of Products. Any changes to these Terms must be agreed to in writing by an authorized ADI representative. ADI expressly rejects any of Your terms and conditions. By placing an order for Products or receiving or paying for the Products, You are deemed to have accepted these Terms upon placing such order.

  2. Prices: All prices are invoiced in U.S. Dollars and are subject to adjustment on account of specifications, quantities, shipment arrangements or other conditions. At any time prior to delivery, ADI reserves the right to adjust prices, in which event, ADI will use reasonable commercial efforts to notify You of the adjustment. Prices are exclusive of any applicable tax, customs, duty or similar charge imposed by any public authority, the payment of which will be Your sole responsibility regardless of whether ADI invoiced You. Invoiced amounts are subject to increase by the amount of any such tax, tariff, duty or fee that ADI pays or collects upon sale or delivery of the Products. You, at Your expense, will obtain any certificate of exemption or similar document or proceeding required to exempt the sale of Products from sales or use tax liability.

  3. Terms of Payment: All payments will be made in U.S. Dollars unless otherwise agreed in writing. Terms are net thirty (30) days from the date of invoice. ADI reserves the right, in its sole discretion, to revoke any credit extended to You. ADI will issue invoices on delivery, and if deliveries are shipped in installments, each shipment will be invoiced and paid when due without regard to other scheduled deliveries. Overdue payments will be subject to finance charges computed at a periodic rate of 1.5% per month (18% per year) or the maximum amount allowable by law, whichever is less. Amounts You owe will be paid without set-off for any amounts that You may claim are owed by ADI and regardless of any other controversies that may exist. You grant to ADI a security interest in the Products and proceeds therefrom as security for Your performance of all Your obligations. Payment will be made for the Products without regard to whether You have made or will make any inspection of the Products.

  4. Shipment: Any shipment or delivery dates provided by ADI are estimates only. ADI reserves the right to: (i) make shipments in installments, (ii) make shipments on or after Your requested ship date as and when Product is available, and (iii) allocate production and deliveries among its customers in its sole discretion under any circumstances. ADI will confirm electronically or in writing, and amend as appropriate, the shipment schedule. You will designate a carrier of Your choice in writing at time of order. The carrier will be deemed to be acting as Your agent and all claims for damage to, or loss of, Products must be filed by You with the carrier. Under no circumstances will ADI be liable to You for any delay either in shipment or in delivery. Delay in shipment or delivery will not relieve You of Your obligation to pay for Products or to accept any deliveries.

  5. Delivery, Title and Risk of Loss: Except as otherwise stated in these Terms or agreed by the parties in writing, Products will be shipped Ex Works (Incoterms 2020) from ADI’s or its agent’s or subcontractor’s facilities (“Delivery Point”). Notwithstanding the foregoing, ADI will obtain any necessary and applicable export licenses. For the avoidance of doubt, title and risk of loss of, or damage to, the Products will pass to You upon ADI’s delivery of Products to the Delivery Point. Unless otherwise agreed by the parties in writing, products held or stored by ADI, at Your request or due to Your failure to accept delivery, will be at Your sole risk, and You will pay ADI’s expenses associated with holding or storing the Products. You will indemnify and hold harmless ADI from and against all losses, demands, claims, damages, costs, expenses and liabilities suffered or incurred (“Claims”) by ADI, resulting from a delay or failure by You in meeting Your obligations under the Ex Works (Incoterm 2020), and ADI will have no liability to You for any non-delivery of the Products.

  6. Cancellation, Rescheduling, Returns and Modifications: (i) Except for orders for non-cancellable, non-returnable (“NCNR”) products, no cancellations or reschedules will be accepted within forty-five (45) days of the estimated shipping date as confirmed by ADI (i.e., the “goods issue date” or “GID”). Any request for order cancellation or rescheduling must be made electronically or in writing and approved electronically or in writing by an authorized agent of ADI, and ADI reserves the right to impose charges on You. You will not return any Products for any reason without issuance of a Return Material Authorization (“RMA”) number by ADI; and (ii) no cancellations or reschedules will be accepted on orders for NCNR products.

  7. Product and Production Changes and Discontinuation: ADI reserves the right to make Product and/or production changes in accordance with ADI product change policy. ADI reserves the right to discontinue manufacturing and selling Products. In the event of a discontinuation, ADI will use reasonable commercial efforts to give You prior notice of the discontinuation and to accept last-time-buy (“LTB”) orders in accordance with ADI’s product discontinuation process. A LTB order cannot be cancelled nor rescheduled.

  8. Source Inspection: Source inspection by You or Your customer must be mutually agreed in writing at the time of ordering and is subject to reasonable charges and safety and security conditions. You will indemnify and hold harmless ADI from any and all Claims alleged by You, Your agent or Your customer resulting from personal injury, including death or loss or damage of property occurring during, or in connection with, any visit to any facility of ADI.

  9. Software: ADI may deliver software (“Software”) to You. Software includes all types of software, including without limitation such as software that may be bundled with a Product, embedded in a Product, or separately delivered from Products (by download, email, ftp or other means). Software use is subject to its own separate terms and conditions as set forth in the applicable software license (“License Terms”). You may also acquire a copy of applicable License Terms by contacting software.licensing@analog.com. Unless License Terms state otherwise, Software is provided to You “as is” without any representation, warranty, defense obligations, indemnity or liability of any kind.

  10. Evaluation board or kit purchases: If You purchase or receive an evaluation board or kit from ADI, You will use the evaluation board or kit for evaluation purposes only. Any evaluation board or kit is provided “as is” without any representation, warranty, defense obligations, indemnity or liability of any kind.

  11. Services: ADI may provide You support in connection with the Products, such as training, development, porting, optimizing, debugging and integration know-how. The manner and means used to perform the services are at the sole discretion and control of ADI. All services will be provided under a separate written agreement.

  12. Warranty: Except as otherwise provided, ADI warrants to You that for one (1) year from the date of shipment, each standard Product will be free of defects in materials or workmanship and will conform to specifications in ADI’s published datasheets or applicable user manuals for ADI’s system products. For non-standard Products, such as unpackaged semiconductor dice or wafers (“Unpackaged Product”) or custom-designed goods, ADI warrants to You that for three (3) months from the date of shipment: (i) the Products will conform to the applicable published ADI datasheet specification and be free of defects in material and faulty workmanship; and (ii) any related services will be of a professional quality conforming to generally accepted industry standards and practices. Notwithstanding anything to the contrary, the warranty in this Section will not apply to any Product identified as a pre-production version, prototype, pre-release sample, sample reference design, evaluation board or kit, or similar designation or otherwise not having passed all stages of full production acceptance as solely determined by ADI, or to any services, or to any products (or portion thereof) supplied or licensed by a third party (for which any warranty or services, if any, will be provided by the original manufacturer and not by ADI).

  13. Warranty Limitation: For Unpackaged Product, ADI’s Product warranty will be limited to the good dice (as noted in the accompanying Wafer map) or the individually sold die. You assume full responsibility to ensure compliance with the appropriate handling, assembly and processing of Products (including, as applicable, proper die preparation, die attach, backgrinding, singulation, wire bonding and related assembly and test activities), and compliance with all guidelines provided in the applicable ADI specifications. ADI assumes no responsibility for environmental effects on Products or for any activity of You or a third party that damages the Products due to improper use, abuse, negligence, improper installation, accident, loss, damage in transit, or unauthorized repair or alteration by a person or entity other than ADI, and ADI assumes no responsibility for improper backgrinding or improper singulation of Unpackaged Products. Except as expressly provided in these Terms, You will assume responsibility for all warranty issues with respect to Your customers and end users.

  14. Warranty Remedy: ADI’s sole liability and responsibility for Products under this warranty is for ADI, at its discretion, to repair or replace any Product that is returned to ADI by You or credit Your account for the returned Product, provided that ADI will have the right to reject any remedy where ADI determines that the warranty does not apply. Product returned to ADI for warranty service will be shipped to ADI at Your expense and will be returned to You at ADI’s expense. ADI’s obligation to honor its warranty for a Product is contingent upon receipt of payment in full for the Product.

  15. Warranty Disclaimer: TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE PROVIDED, ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ADI EXPRESSLY EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. LABELING ON PRODUCTS AND PACKAGING IS INTENDED SOLELY FOR COMPLIANCE WITH APPLICABLE LAW, AND ADI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, THAT ARISE FROM SUCH LABELING OTHER THAN AS REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL ADI BE RESPONSIBLE UNDER ITS WARRANTY FOR ANY DEFECT THAT IS NOT CAUSED BY ADI OR A PARTY UNDER ADI’S CONTROL, STATIC DISCHARGE, MISUSE OF A PRODUCT OR MISTREATMENT OF A PRODUCT. NOR SHALL ADI HAVE ANY RESPONSIBILITY FOR: (i) PRODUCTS THAT HAVE BEEN ALTERED OR MODIFIED; (ii) DEFECTS OR FAILURES CAUSED BY NONCOMPATIBILITY OF THE PRODUCTS WITH OTHER COMPONENTS USED BY YOU; OR iii) NONSTANDARD PRODUCTS, EVALUATION BOARDS, KITS OR PRODUCTS PURCHASED OR ACQUIRED THROUGH UNAUTHORIZED CHANNELS. THE WARRANTY OF REPLACEMENT PRODUCTS SHALL TERMINATE WITH THE WARRANTY OF THE ORIGINAL PRODUCT. THE WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE PRODUCTS PROVIDED UNDER THESE TERMS.

  16. Your Responsibilities: You agree to accept responsibility for the selection of Products and use of and results obtained from any equipment, programs or services not provided by ADI and used in connection with Products. You agree not to, or cause a third-party to, directly or indirectly, modify, reverse engineer, decompile, disassemble or create any derivative works of any Products provided to You. You further warrant that You are buying Product for Your own internal use and not for individual or commercial resale and further acknowledge that You are prohibited from reselling Product to any other third party. Any such sale voids all warranties provided herein and cancels any software license associated with the Product. If ADI determines that You are reselling Product, ADI, at its sole discretion, may cancel any quote or existing order and may refuse to accept any new order. You also agree to not access, monitor, copy or compare any content, specifications, or product details using any automated means, including any artificial intelligence tools.

  17. Limitations of Liability: TO THE MAXIMUM EXTENT PERMITED BY LAW, IN NO EVENT SHALL ADI BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE DAMAGES, IN EACH CASE WHETHER DIRECT OR INDIRECT DUE TO ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST ADI MORE THAN ONE (1) YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. FURTHER, THE TOTAL LIABILITY OF ADI TO YOU AND/OR ANY OTHER PARTY FROM ANY AND ALL LAWSUITS, CLAIMS, OR ACTIONS, IN THE AGGREGATE, SHALL NOT EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO ADI FOR THE SPECIFIC PRODUCTS (AS IDENTIFIED BY PART NUMBER) SOLD UNDER THE ORDER SHIPMENT(S) AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS THAT GAVE RISE TO THE LAWSUIT, CLAIM, OR ACTION. THE EXISTENCE OF MULTIPLE CLAIMS RELATED TO THE SAME PRODUCT AT ISSUE SHALL NOT ENLARGE OR EXTEND THIS LIMIT. ADI’S EXPRESS WARRANTY TO YOU AND THE INTELLECTUAL PROPERTY INDEMNITY DESCRIBED HEREIN, WHICH ARE SOLELY FOR YOUR BENEFIT AND NO OTHER PARTY, CONSTITUTE ADI’S SOLE LIABILITY AND YOUR SOLE REMEDY WITH RESPECT TO THE PRODUCTS, AND ARE IN LIEU OF ALL OTHER WARRANTIES, INDEMNITIES, LIABILITIES AND REMEDIES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITING SIGNED BY BOTH PARTIES, ADI DOES NOT INDEMNIFY, NOR DOES IT HOLD YOU HARMLESS, AGAINST ANY LIABILITIES, LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES) RELATING TO ANY CLAIMS WHATSOEVER, INCLUDING WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE RELATING TO THE PRODUCTS SOLD UNDER THESE TERMS.

  18. Use in Life Support and Other Critical Applications: Products sold by ADI under these Terms are not designed, intended, warranted or approved for use in life support, implantable medical devices, transportation, military, nuclear, safety or other equipment where malfunction of the Product can reasonably be expected to result in personal injury, death, severe property damage or severe environmental harm. You represent and warrant that You will use appropriate safeguards to minimize potentially dangerous consequences associated with Product failure. Notwithstanding the foregoing, if You use or sell Products in critical applications, You do so at Your own risk, and You agree to defend, indemnify and hold harmless ADI from any and all Claims resulting from such use.

  19. Intellectual Property Rights Indemnity: ADI agrees to defend You against a claim that a Product delivered directly to You from ADI or authorized distributors infringes a valid and enforceable United States patent or a United States copyright (“IP Claim”) and indemnify You against any damages arising from such IP Claim that are finally awarded to a third party by a court of competent jurisdiction, or agreed to in a settlement approved by ADI in writing. The defense and indemnity obligations are conditioned upon (a) You promptly advising ADI of any such IP Claim or related action, (b) You providing ADI with sole control of the defense and settlement of any such IP Claim or related action, (c) You providing ADI with all information and assistance reasonably requested by ADI to defend or settle any such IP Claim, and (d) You having a full paid and current account and not being in breach of these Terms. ADI will not be responsible for any settlement or compromise made without its prior written consent. If at any time use of a Product is the subject of a IP Claim or, in the opinion of ADI, is likely to become the subject of an IP Claim, ADI will have the right, but not the obligation, at its sole option and expense, to either procure for You the right to continue using the Product, replace or modify the Product so that it becomes non-infringing or accept the return and grant You a credit for the Product as depreciated. If ADIs elects to accept the return of Products, then You will return to ADI any and all such Products remaining in Your possession, custody or control. ADI will not have any liability to You for any infringement or other violation of a third party right that is based in any way upon (i) the use of the Product in combination with other products, components, equipment or software; (ii) the use of the Product in practicing any process or method or the amount or duration of use of a Product, revenue You earned, or services You offered; (iii) any Product that has been modified or altered; (iv) the manner in which the Product is used even if ADI has been advised of such use; (v) ADI’s compliance with Your designs, specifications or instructions; (vi) the use of the Product after You have received notice of such infringement or other violation, and ADI has offered a replacement, modification or refund therefor, or (vii) compliance with an industry standard or communication protocol. THE ABOVE INDEMNITY STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND IS IN LIEU OF ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE INDEMNITY IN THIS SECTION SHALL NOT APPLY TO ANY PRODUCT IDENTIFIED AS A PRE-PRODUCTION VERSION, PROTOTYPE, PRE-RELEASE SAMPLE, SAMPLE, REFERENCE DESIGN, EVALUATION BOARD OR KIT, OR SIMILAR DESIGNATION OR OTHERWISE NOT HAVING PASSED ALL STAGES OF FULL PRODUCTION ACCEPTANCE AS SOLELY DETERMINED BY ADI, OR TO ANY SERVICES, OR TO ANY PRODUCTS (OR PORTION THEREOF) SUPPLIED OR LICENSED BY A THIRD PARTY (FOR WHICH ANY INDEMNITY WILL BE PROVIDED BY THE ORIGINAL MANUFACTURER AND NOT BY ADI).

  20. Assignment: You may not assign or otherwise transfer these Terms, or any right or obligation in these Terms, without ADI’s prior written consent, and any attempt to do so will be void. ADI may assign these Terms without Your consent and may transfer these Terms in connection with the sale or disposition of its business or a line of business relevant to this agreement, by asset transfer, merger, stock sale or otherwise. ADI may, as it deems necessary, subcontract any part of the work or services to be provided under these Terms. These Terms will be binding upon each party and their successors and permitted assigns.

  21. Arbitration (for orders if You are located in the People’s Republic of China (“PRC”)): If a dispute, controversy or claim arises out of or relates to these Terms, or the breach, termination or validity, and if either party decides that the dispute cannot be settled through direct discussions, the parties agree to settle the dispute through arbitration, and any such dispute will be governed by the laws of Singapore. The arbitration: (a) will be conducted by one (1) arbitrator in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) in effect at the time of the arbitration, except as they may be modified by these Terms or by mutual agreement of the parties; (b) the seat of the arbitration will be Singapore City, Singapore and (c) the arbitration will be conducted in the English language. The arbitrator will not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of these Terms. In each case, the arbitral award will be in writing and will be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction or having jurisdiction over the parties or their assets. Subject to any arbitral award, costs of arbitration will be borne equally by the parties. The arbitration requirement does not limit the right of either party to obtain provisional or ancillary remedies, such as injunctive relief, before, during or after any arbitration proceeding.

  22. Governing Law; Dispute Resolution: Except as provided in Section 21 (Arbitration), any and all matters in dispute between the parties, whether arising from or relating to these Terms or arising from alleged extra-contractual facts including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of contract, will be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without resort to the Commonwealth’s conflict of laws provisions and regardless of the legal theory upon which such matter is asserted, and any applicable United States federal law. Except as provided in Section 21 (Arbitration), the parties will submit any claim or action arising under these Terms to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from these Terms.

  23. Force Majeure: ADI will not be liable for delay, partial delivery or non-delivery due to any cause or event beyond ADI’s reasonable control, including, without limitation, acts of nature, pandemics, epidemics, unavailability of supplies or sources of energy, riots, wars, terrorist acts, sabotage, fires, strikes, rolling blackouts, labor difficulties, delays in transportation, delays in delivery or defaults by ADI’s vendors, or acts or omissions by You. In the event of delay due to any such cause, time for delivery will be extended for a period of time equal to the duration of such delay and You will not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of one-hundred-twenty (120) days, ADI will have the right by written notice to You to cancel the order for the Products subject to the delayed delivery without further liability of any kind.

  24. General:

    1. Sales and Distribution to the United States Government: Because the Products provided under these Terms are “commercial products” as defined in Federal Acquisition Regulation (“FAR”) 2.101, the following terms apply to all agreements with the United States government or with other parties at any tier under a U.S government contract:

      1. only those mandatory U.S. government clauses made expressly applicable to commercial products or services by applicable FAR and FAR Supplement provisions (the “Applicable Mandatory Clauses”) or that are expressly agreed upon in writing by ADI will be flowed-down to ADI and incorporated into any orders involving any of ADI’s Products and services;

      2. all U.S. government clauses other than the Applicable Mandatory Clauses are inapplicable and will have no force or effect;

      3. if You or the U.S. Government requires license rights to any ADI Intellectual Property, such license will be in accordance with and subject to the terms and conditions of the commercial license customarily provided by ADI to the public;

      4. ADI will not be required to comply with the Cost Accounting Standards, provide certified cost and pricing data, or be subject to any audit requirements; and

      5. if any amendment to these Terms results in an increase or decrease in the price of, or the time required for, performance of any portion of these Terms, an equitable adjustment will be made in accordance with applicable procurement regulations and the Terms of this Agreement.

    2. Compliance with Laws and Export Control:
      1. You will comply, and will cause Your employees to comply, with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal (collectively “Laws”), including but not limited to anti-bribery and record keeping laws, ordinances and/or directives of countries in which they conduct business as they relate to the Universal Declaration of Human Rights, child labor laws, data privacy laws, criminal reporting laws, environmental, health and safety laws or any similar laws, including, but not limited to identifying and filing or purchasing (as applicable) any and all required permits, certificates, licenses, insurance, approvals and inspections required in performance of Your obligations hereunder.

      2. You acknowledge and agree that any Product(s) being sold or provided under the Terms is subject to the export control laws and regulations of the United States and/or other governments and will comply with these laws and regulations. These laws and regulations include, but are not limited to, the U.S. Export Administration Regulations, the U.S. State Department’s International Traffic in Arms Regulations, sanction regimes of the U.S. Department of Treasury’s Office of Foreign Assets Control, and export laws and regulations of the European Union and/or any of its member states. You will not, without prior U.S. Government authorization, export, reexport, or transfer any commodities, software, or technology, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of said countries, or to any person, organization, or entity on any of the restricted parties’ lists maintained by the U.S. Departments of State, the Treasury, or Commerce. You will ensure that before reexporting or transferring (in-country) the items and subsequent parties to a reexport or transfer (in-country) transaction will be screened against the US Consolidated Screening List and comply with any restrictions related to such transaction parties. In addition, any Products provided under these Terms may not be exported, reexported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction (e.g., nuclear, chemical, or biological weapons, and the missile technology to deliver them).

      3. You will not sell, export or re-export, directly or indirectly, to the Russian Federation and Belarus or for use in the Russian Federation and Belarus any goods supplied under or in connection with these Terms that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EU) 765/2006.

      4. You will indemnify and hold ADI harmless to the full extent of any Claims, including but not limited to lost profits, fines, penalties, attorneys' fees, defense expenses and court costs, for any failure or alleged failure by You, Your officers, employees, agents, or subcontractors to comply with the requirements of this Section 24.b.

    3. Bankruptcy or Insolvency: ADI reserves the right to cancel any order without further obligation or liability to You if You i) become insolvent, ii) have filed a voluntary petition in bankruptcy, iii) have an involuntary petition filed to declare You bankrupt, iv) have executed an assignment for the benefit of creditors, v) have discontinued Your business, or vi) try to sell the bulk of Your assets other than in the usual course of business.

    4. Severability: Should any of these Terms be held by a court of competent jurisdiction to be contrary to law, that term or condition will be modified as necessary to make it enforceable to the maximum extent permissible and the remaining terms and conditions will remain in full force and effect.

    5. No Agency: ADI and You are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

    6. Separate Transactions: Each shipment made under these Terms will be considered a separate transaction. In the event of any default by You, ADI may decline to make further shipments. If ADI elects to continue making shipments, such action will not constitute a waiver of any default by You or in any way affect ADI’s legal remedies for such default.

    7. Entire Agreements and Amendments: These Terms constitute the entire agreement between the parties and supersede all previous communications, whether oral or written, with respect to the subject matter herein.

    Supplemental Terms for ADI eShop Transactions

    Scope: These supplemental terms for ADI eShop Transactions (“Supplemental Terms”) apply to all orders You place through eshop.analog.com/en/app/home (“Worldwide eShop”) and eshop.analog.com/cn/app/home (“China eShop” and, collectively with the Worldwide eShop, “ADI eShop”) and all Products supplied by ADI to You through the ADI eShop and the Supplemental Terms. In the case of conflict between these Supplemental Terms and the Terms, these Supplemental Terms will take precedence in the subject matter covered by these Supplemental Terms. For the avoidance of any doubt, the selling entity for China eShop Transactions is Analog Devices (China) Holdings Co., Ltd.

    With every visit to the ADI eShop and/or placement of an Order through the ADI eShop, You accept and agree to these Supplemental Terms, the Terms, and ADI's Privacy Policy (Data Privacy | Analog Devices) and Cookie Policy (Cookie Notice | Analog Devices). You agree that ADI may receive, use, and/or disclose to third parties the information, including personal data provided (including billing information): (i) to process Your Order(s); (ii) to facilitate shipment, delivery or processing of payment transaction(s); and (iii) for communications regarding Your Order and Products.

    China eShop

    Price, Fees, Availability and Invoicing. All prices are for China eShop only. All prices are displayed on China eShop in CNY. All prices are invoiced in CNY. All unit prices displayed on China eShop do not include transaction taxes (such as value-added taxes, goods and services tax, consumption tax, sales tax), shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of China eShop Items, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). You are responsible for any Additional Fees. ADI cannot confirm the price or availability of a China eShop item or Additional Fees until after You place an Order, but prior to the item is shipped. Despite ADI's efforts, China eShop items may be mispriced and/or Additional Fees may be miscalculated. If (i) the correct price of an China eShop Item is higher than the price stated on the China eShop at the time You place Your Order or such China eShop Item is not immediately available for shipment, or (ii) the correct Additional Fees are higher than the Additional Fees stated on the China eShop at the time You place Your Order, ADI may, at its discretion, either contact You for instructions before shipping the Order or reject and cancel the Order and notify You of such rejection and cancellation. Product information, price, and availability of China eShop items are subject to change at any time before acceptance of Your order without prior notice. Final pricing of China eShop items, Additional Fees and delivery and shipping details will appear on the financial invoice for Your Order (the "Financial Invoice"), which will be available immediately prior to China domestic shipment. You may access the Financial Invoice by logging into Your MyAnalog account and viewing Your Order history.

    Payment. All payment will be made in CNY on China eShop.

    China eShop Shipping and Delivery. Unless ADI notifies You otherwise, Products will be shipped DDP (Incoterms 2020) delivered to the named place of destination indicated in Your Order in accordance with the shipping terms indicated in the shipping instructions of Your Order.

    Returns and Refunds. Except and to the extent expressly required by applicable law, or as otherwise provided in these terms, ADI does not offer any refunds, returns, or exchanges.

    Download Terms and Conditions of Sale (PDF)