DEEMED APPROPRIATE BY XILINX.
FURTHER, XILINX RESERVES
THE RIGHT TO CHARGE INTEREST AT THE RATE OF ONE PERCENT (1.0%) PER MONTH ON THE
OUTSTANDING BALANCE OF ALL UNDISPUTED INVOICES MORE THAN [* * *] DAYS PAST DUE.
9.2
DISTRIBUTOR SHALL NOTIFY XILINX IN WRITING IF IT DISPUTES ANY
INVOICE OR ADJUSTMENT WITHIN TEN (10) DAYS OF THE DATE THEREOF AND PROVIDE
XILINX WITH A DETAILED ACCOUNTING OF ITS BASIS FOR DISPUTING SUCH INVOICE OR
ADJUSTMENT.
THE PARTIES SHALL USE REASONABLE EFFORTS TO RESOLVE THE DISPUTE
WITHIN FORTY-FIVE (45) DAYS OF THE DATE XILINX WAS NOTIFIED OF THE DISPUTE.
9.3
ALL FINANCIAL TRANSACTIONS WITH RESPECT TO RMAS (INCLUDING STOCK
ROTATIONS) UNDER THIS AGREEMENT SHALL BE SETTLED WITHIN [* * *] DAYS.
DISTRIBUTOR AGREES NOT TO ENGAGE IN [* * *] OF ANY SUCH TRANSACTIONS WITH
XILINX.
9.4
With respect solely to operations conducted by Distributor in [* *
*], Xilinx offers the Currency Exchange Rate Risk Sharing Program as set forth
in Addendum B.
10.
WARRANTY OF TITLE
10.1
XILINX WARRANTS THE TITLE TO ALL PRODUCTS TO BE SOLD TO DISTRIBUTOR
HEREUNDER AND WARRANTS THAT SUCH PRODUCTS ARE NOT SUBJECT TO ANY SECURITY
INTERESTS, LIENS OR OTHER ENCUMBRANCES.
10.2
XILINX OWNS ALL TITLE AND INTEREST IN AND/OR HAS ALL NECESSARY
RIGHTS TO THE PRODUCTS WHICH ARE NOW OR MAY HEREAFTER BE SUBJECT TO THIS
AGREEMENT AND ALL PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS, TRADE SECRETS
AND MASK WORK RIGHTS APPLICABLE TO THE PRODUCTS.
11.
SHIPMENT, TITLE & RISK OF LOSS
11.1
EXCEPT WHERE OTHERWISE AGREED IN WRITING, SHIPPING TERMS SHALL BE
FCA (XILINX DESIGNATED LOCATION) (INCOTERMS 2000), AND DISTRIBUTOR SHALL PAY ALL
APPLICABLE FREIGHT, INSURANCE, DUTIES, AND IMPORT CHARGES FOR DELIVERY OF THE
PRODUCT FROM THE XILINX DESIGNATED LOCATION TO THE LOCATION SPECIFIED BY
DISTRIBUTOR. PRODUCTS SHIPPED TO THE UNITED STATES WILL BE FOB (XILINX
DESIGNATED LOCATION) WITHIN THE UNITED STATES. DISTRIBUTOR SHALL HAVE THE RIGHT
TO DESIGNATE THE COMMON CARRIER TO WHICH XILINX SHALL TENDER THE PRODUCT AT THE
XILINX DESIGNATED LOCATION, AND, IN ABSENCE OF SUCH SPECIFICATION BY
DISTRIBUTOR, XILINX SHALL SELECT THE CARRIER IN ITS REASONABLE DISCRETION.
11.2
Title and risk of loss shall pass to Distributor immediately upon
tender of the Product to the freight forwarder or carrier at the Xilinx
Designated Location.
XILINX CONFIDENTIAL
Note: Confidential treatment has been requested for the portion of this Exhibit
10.1 designated with [* * *].
The copy filed herewith omits the information
subject to the confidentiality request.
A complete version of this Exhibit has
been filed separately.
12.
PURCHASE ORDERS AND ORDER CHANGES
12.1
ALL PURCHASES OF PRODUCTS PURSUANT TO THIS AGREEMENT SHALL BE MADE
BY ISSUANCE OF PURCHASE ORDERS AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
12.2
PURCHASE ORDERS SHALL STATE UNIT QUANTITIES, UNIT DESCRIPTIONS,
APPLICABLE PRICES, REQUESTED DELIVERY DATES AND SHIPPING INSTRUCTIONS.
DISTRIBUTOR SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE FIRM QUANTITY
AND SHIPMENT RELEASES CONSISTENT WITH XILINX'S THEN-CURRENT LEAD TIMES FOR
PRODUCTS ORDERED.
ALL PURCHASE ORDERS ARE SUBJECT TO ACCEPTANCE BY