TERMS AND CONDITIONS

RISK OF LOSS AND TITLE
All items purchased from SpansionTools.com are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to the Customer upon Replico’s delivery to the carrier.

PRODUCT DESCRIPTIONS
Replico attempts to make product descriptions as accurate as possible on its SpansionTools.com website. However, Replico does not warrant that product descriptions or other content on its SpansionTools.com is accurate, complete, reliable, current or error free.

PRICING
The list price displayed for products on SpansionTools.com represents the full retail price. Additional charges for shipping, handling and taxes will be added to the list price to determine a final invoice price applicable to a Customer’s order.

LIMITED PRODUCT WARRANTY
Advanced Micro Devices, Inc. (AMD) is the manufacturer of Spansion^TM Tool products and as such warrants Spansion^TM Tool products for a period of one (1) year from the date of shipment by its authorized dealer to you. AMD further warrants that Products of its manufacture will conform to AMD data sheet specifications in effect at the time of shipment to you.

Customer agrees that Spansion Tool products purchased from SpansionTools.com are to be USED SOLELY FOR CUSTOMER'S INTERNAL EVALUATION AND ASSOCIATED RESEARCH, AND ARE NOT INTENDED FOR RESALE BY CUSTOMER.

The liability of AMD under this warranty is limited, at AMD's option, solely to repair or replace with equivalent products, provided that, upon AMD's examination, the alleged defective product or nonconformity actually existed and was not caused by improper use or operation outside of the data sheet specifications for the product, or abuse, negligence, improper installation, accident, loss or damage in transit, or unauthorized repair or alteration by a person other than AMD.

This product warranty is conditional upon: (i) Customer promptly notifying Replico in writing of each and every defect or nonconformity for any product for which Customer wishes to make a warranty claim against AMD during the warranty period; (ii) Customer obtaining from Replico a return merchandise authorization (RMA) number to return product; (iii) product is returned to Replico in accordance with Replico’s instructions; and (iv) AMD’s examination of such product discloses to its satisfaction that such alleged defect or nonconformity actually existed and was not caused by improper use or operation outside of the data sheet specifications for the product, abuse, negligence, improper installation, accident, loss or damage in transit, or unauthorized repair or alteration by a person other than AMD. The aforementioned provisions do not extend the original warranty period of any product that has either been repaired or replaced.

Written requests to return product and obtain an RMA number may be sent to:

Replico, Inc
Attn: Spansion Tools Returns
7700 Arroyo Circle
Gilroy, CA 95020 USA
(704) 940-2515 x710
email - spansionsreturns@replicocorp.com

All freight costs for the authorized return of Spansion Tool products are borne by Customer. Title and risk of loss of returned products will remain with Customer until products are received at Replico’s facility.

DISCLAIMER OF WARRANTIES
THIS SPANSION TOOL PRODUCT WARRANTY IS EXPRESSED IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON AMD’S PART, AND IT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR AMD ANY OTHER LIABILITIES. THE FOREGOING CONSTITUTES THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THE FURNISHING OF DEFECTIVE OR NONCONFORMING PRODUCTS AND NEITHER AMD NOR REPLICO WILL IN ANY EVENT BE LIABLE FOR INCREASED MANUFACTURING COSTS, DOWNTIME COSTS, DAMAGES RELATING TO CUSTOMERS PROCUREMENT OF SUBSTITUTE PRODUCT (I.E. “COST TO COVER”), LOSS OF PROFITS, REVENUES OR GOODWILL, RELIANCE DAMAGES, LOSS OF USE OF OR DAMAGE TO ANY ASSOCIATED EQUIPMENT, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES BY REASON OF THE FACT THAT SUCH PRODUCTS WILL HAVE BEEN DETERMINED TO BE DEFECTIVE OR NONCONFORMING.

SPANSIONTOOLS.COM IS PROVIDED BY REPLICO ON AN "AS IS" AND "AS AVAILABLE" BASIS. REPLICO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, REPLICO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SPANSIONTOOLS.COM. REPLICO DOES NOT WARRANT THAT SPANSIONTOOLS.COM, ITS SERVERS OR EMAIL SENT FROM SPANSIONTOOLS.COM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REPLICO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF SPANSIONTOOLS.COM, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.

Some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you might have additional rights.

LIMITATION OF LIABILITY
The remedies listed in these Conditions of Use regarding Spansion Product tools and SpansionTools.com are Customers' sole and exclusive remedies. Except as expressly provided herein and except for damages for bodily injury or as otherwise may arise under mandatory provisions of any applicable law and regardless of whether there is a total and fundamental breach of these conditions, under no circumstances will AMD or Replico be liable for any indirect, incidental, special, reliance, consequential (including rework costs), costs of cover, lost profits, punitive or exemplary damages, whether any damages are based on contract, tort, negligence or any other legal theory and whether or not AMD or Replico has been informed of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

To the extent that AMD and/or Replico may be held legally liable to a Customer by a court of competent jurisdiction under contract, tort, or any other legal theory, AMD's and Replico's maximum aggregate liability will not exceed the applicable purchase price of the specific products that caused the damages or that are the subject matter of, or are directly related to the cause of action.

PRODUCT SAFETY
Products sold on SpansionTools.com are not designed, intended, authorized or warranted for use as components in systems intended for surgical implant into the body, or in other applications intended to support or sustain life, or in any other application in which the failure of these products could create a situation where personal injury, death or severe property or environmental damage may occur. The Products may also not meet any or all FCC, UL or other safety requirements and should not be used for commercial purposes.

Should Customers' purchase or use SpansionTool.com products for any such unintended or unauthorized application, Customer will defend, indemnify and hold AMD and Replico, and their respective officers, employees, subsidiaries, affiliates and distributors harmless against all claims, costs, damages, expenses and reasonable attorneys' fees arising out of or related to, directly or indirectly, any claim for such damage associated with such unintended or unauthorized use, if such claim alleges that AMD and/or Replico was negligent regarding the design or manufacture of the product.

SITE POLICIES, MODIFICATION AND SEVERABILITY
We reserve the right to make changes to our site, policies and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void or for any reason, unenforceable, that condition will be deemed severable and shall not affect the validity and enforceability of any remaining condition.

APPLICABLE LAW
These Conditions of Use shall be governed by, construed, enforced and interpreted in accordance with the substantive laws of the State of California without giving effect to any conflicts or choice of laws or principles which otherwise might be applicable and excluding the United Nations Convention of Contracts for the Sale of Goods.

DISPUTES
Any dispute relating, in any way to your visit to SpansionTools.com or to products you purchase through SpansionTools.com shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated or threatened to violate SpansionTools.com property rights, Replico and/or AMD may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Conditions of Use shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Use shall be joined to an arbitration involving any other party subject to these Conditions of Use, whether through class arbitration proceedings or otherwise.

PRIVACY
Replico and AMD will not sell or rent personal information obtained through SpansionTools.com to any third parties unless required by law.

YOUR ACCOUNT
If you use SpansionTools.com, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and you agree to accept responsibility for all activities that occur under your account or password.

Replico and AMD reserve the right to refuse service, terminate accounts, remove or edit content or cancel orders in their sole discretion.

INDEMNITY
Customer agrees to indemnify and hold Replico, AMD and their respective owners, parent, subsidiaries, affiliates, officers, directors, agents and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Customer's breach of these Conditions of Use or the documents it incorporates be reference, or Customer's violation of any law or the rights of a third party.