TO DISTRIBUTOR'S
CUSTOMER UPON DELIVERY OF THE PRODUCT TO THE CUSTOMER.
IN THE ABSENCE OF A
WARRANTY SPECIFIC TO CUSTOM PRODUCT, XILINX'S STANDARD WARRANTY SHALL APPLY.
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.
15.2
Distributor shall, at its own cost and expense, indemnify and
defend Xilinx against all claims, damages, and losses if Distributor provides
any warranty that exceeds the scope of Xilinx's warranty, to such extent that
such claims, damages and losses exceed Xilinx's liability under its standard
warranty.
15.3
EACH PARTY'S LIABILITY UNDER ITS WARRANTY SHALL, TO THE EXTENT
PERMITTED BY LAW, BE LIMITED TO A REFUND OF THE CUSTOMER'S OR END USER'S
PURCHASE PRICE.
IN NO EVENT SHALL A PARTY BE LIABLE FOR THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS BY THE CUSTOMER OR END USER OR FOR ANY SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY.
15.4
THE EXCLUSION OR LIMITATION OF LIABILITY UNDER WARRANTIES GIVEN IN
THIS AGREEMENT INCLUDING THOSE SPECIFIED IN EXHIBIT B HERETO IS MADE ONLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW AND, WITHOUT PREJUDICE TO THE GENERALITY OF
THE FOREGOING, NO SUCH PARTY SO EXCLUDING OR LIMITING ITS LIABILITY EXCLUDES OR
LIMITS ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR
DEFECTIVE PRODUCTS.
16.
NON-CONFORMING PRODUCTS
16.1
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY
EXHIBIT HERETO, DISTRIBUTOR MAY RETURN FOR FULL CREDIT, ANY AND ALL PRODUCTS
FOUND TO BE NON-CONFORMING WITH XILINX'S STANDARD WARRANTY WITHIN THE WARRANTY
PERIOD. IF PRODUCTS ARE FOUND TO BE NON-CONFORMING UPON INITIAL INSPECTION, SUCH
PRODUCTS MUST BE RETURNED TO XILINX, FREIGHT COLLECT, WITHIN NINETY (90) DAYS OF
WRITTEN NOTICE TO XILINX OF THE INSPECTION, BUT NO LATER THAN SIX MONTHS AFTER
DELIVERY THEREOF IN ORDER TO BE ELIGIBLE FOR CREDIT.
16.2
Any Product returned as non-conforming must first receive a Return
Material Authorization (RMA) number from Xilinx.
Once an RMA is received,
Product may be shipped to Xilinx either by Distributor or directly by a customer
pursuant to Xilinx's then-current RMA policy.
Returned Product must be packaged
pursuant to Xilinx's then-current specification.
17.
PRODUCT CHANGES AND DISCONTINUATION
17.1
Xilinx reserves the right to change the form fit or function of the
Product at any time.
In the event of product changes, Xilinx shall issue a
Product Change Notification ("PCN") in accordance with Xilinx's then-current
policy.
17.2
Xilinx may discontinue the manufacture and/or sale of any Product.
In the event of any such discontinuance, Xilinx shall issue a Product
Discontinuation Notification ("PDN") in accordance with its then-current policy.
Distributor shall return such Products within thirty (30) days after the LTB
date, and shall receive full credit for all such Products so returned.
Any such
credit shall be in the amount of the Price paid by Distributor for the
discontinued Products net of any prior