|6.4 || |
All payments due PSL under this Agreement will be delivered to PSL at the address shown on its invoice, net [XXX] and Allegro reserves the right to any credit setoff. Notwithstanding the foregoing, Allegro will not be obligated to pay invoices for Wafers for which an RMA number has been issued or for which an RMA request is pending.
|6.5 || |
Allegro will bear all taxes, duties, levies and similar charges (and any related interest and penalties), however designated, in connection with the existence of this Agreement, or the transactions contemplated thereby, other than income taxes imposed upon PSL by any governmental authority in any jurisdiction.
Section 7. Title and Risk of Loss:
|7.1 || |
Title and risk of loss and damage to all Wafers purchased by Allegro will vest in Allegro when the Wafers are placed by PSL in the possession of a carrier at the F.O.B. point of origin, freight collect, with freight charges being billed directly by the carrier to Allegro. PSL will pack and ship Wafers, as set forth in Appendix I.
Section 8. Warranty/Liability:
For a period of [XXX] from the receipt of the Production Wafers by Allegro, PSL warrants that all Production Wafers shall be (i) free from defects in manufacturing; and (ii) conform to the specifications, and Wafer and electrical specifications, stated in Appendix A.
8.1.1 In the event that PSL and Allegro disagree on the cause and/or ownership of nonconformities, PSL and Allegro shall attempt to resolve their differences by referring the matter to their respective heads of operations or their designees for resolution. If the matter remains unresolved, PSL and Allegro may use a mutually agreed third party technical consultant to assist in resolving the matter. The cost of utilizing technical consultant(s) shall be borne equally by PSL and Allegro.
8.1.2 Cost of Warranty/Non Compliance. Subject to Section 8.1.3 in this Agreement, PSL shall reimburse Allegro for Allegros reasonable and verifiable costs incurred for product recalls, and the sorting, inspection, replacement, repair, disposal and/or re-shipment of defective products resulting from the nonconformity of any Wafer(s).
8.1.3 The maximum liability of PSL pursuant to this Agreement during any [XXX] month period shall be limited to [XXX] of the previous [XXX] months overall cumulated sales between PSL and Allegro or [XXX] Dollars whichever is greater. All liability costs must be verified and mutually agreed on by PSL and Allegro and must exceed a minimum of [XXX] Dollars before a claim for liability is made by Allegro.
8.1.4 The limimitions of liability in Section 8.1.3 shall not apply to liability for intellectual property rights infringement indemnification.
8.1.5 Except as otherwise stated in this Agreement, neither Party shall be liable to the other Party, whether in contract, in tort (including negligence), under any warranty or otherwise for any special, punitive, indirect, incidental, consequential loss or damage or loss of profits or revenues resulting from, arising out of or in connection with this Agreement.