Terms and conditions

Preamble

CMP is open to every university, institution, public research laboratory or industrial company.
The Terms and Conditions contained herein apply to all deliveries made and services rendered by CMP and related to fabrication of integrated circuits and systems. These deliveries and services are described in the CMP Web site.
The use of CMP services implies the acceptation of the Terms and Conditions contained herein.

Definitions

"CMP Manual" hereinafter refers to the documentation contained into the Web page and the subsequent pages.
"Process Catalog" hereinafter refers to the integrated circuits and systems fabricated through CMP.
"Vendor" hereinafter refers to the manufacturers of Technologies/Process Catalog.
"Customer" hereinafter refers to every university, institution, public research laboratory or industrial company using CMP services.
"Prototypes" hereinafter refers to Products fabricated in the standard quantities for prototypes indicated in the CMP Manual.
"Low Volume Production" hereinafter refers to Products fabricated in other quantities than Prototypes.

Prices

Prices for Prototypes are set forth in the CMP Manual. They are valid as announced in the CMP Manual at the closing date fixed for the fabrication concerned.
Prices for each Low Volume Production are set forth in a specific proposal issued by CMP to Customer.

Orders

Purchase orders for fabrication of Products shall be placed by filling the appropriate order form included in the CMP Manual.
The purchase orders and the complete Customer’s data for fabrication of the Products must be received by CMP by the closing date fixed for the fabrication.

Acceptance

CMP reserves the right not to accept a purchase order for manufacturing a circuit in a scheduled fabrication cycle in case of detection of design errors or if Customer does not comply with any of the Terms and Conditions contained herein, or if the scheduled fabrication cycle has to be cancelled.
In case a circuit cannot be included in a scheduled fabrication cycle, CMP will inform Customer in writing within, at the latest, three weeks after the scheduled date of this fabrication cycle.
If the scheduled fabrication cycle is cancelled and if the customer does not cancel his order then the circuit will be fabricated in the next scheduled fabrication cycle.

Terms of payment

All invoices shall be paid within 35 days net.
Invoices are issued in general at the time of Products delivery.
CMP reserves the rights to issue 50% to 100% of the invoice at purchase order acceptance, and the remaining amount will be invoiced at the time of Products delivery.
In that case the exact rates will be mentionned in advance in the Products price quotation, and should appear explicitly in the purchase order.
Payments overdue shall be charged subsequently with past-due interest of 1.25% per month, as of the first day of their falling overdue.

Export Licences

CMP will apply for an export licence each time it is mandatory for the delivery of Products to Customer.
CMP will apply for such a licence as soon as the circuit is accepted for fabrication.
CMP may delay the fabrication as long as the export licence has not been obtained.
Customer will provide any information requested by CMP to apply for such a licence.
CMP will deliver Products to Customer if and only if the export licence has been obtained.

Turnaround time

A proposed turnaround time is indicated in the CMP Manual or in the written proposals issued by CMP.
This proposed turnaround time can not be guaranteed by CMP.
Each delay with regard to this proposed turnaround time will be notified by CMP to Customer as soon as CMP is aware of it.
Such delay can not be invoked by Customer to claim any reimbursement or damages or to refuse any invoice.

Change in the CMP Manual

CMP updates the CMP Manual with the latest information or documentation available.

Confidentiality

CMP and Customer recognize that the foundry documents and computer files related to the participation of Customer in CMP services are of a confidential and proprietary nature.CMP and Customer specifically agree that they shall maintain all such confidential and proprietary information in confidence and that they shall not disclose it to any third party.
CMP recognizes that the data provided by Customer to manufacture the Products, as well as the Products themselves, are of a confidential and proprietary nature and shall not be disclosed to any third party.

Warranty

CMP warrants that the Products meet the industrial quality level of the Vendor and have passed the corresponding tests according to Vendor’s specifications.
CMP sends to Customer a copy of this test report together with the Products.

Liability

CMP shall not be responsible for the functional working of the Products. In particular CMP shall not be responsible for malfunctioning Products due to any faulty data in the Vendor’s information.
CMP shall not be responsible for any direct, indirect, incidental or consequential damages Customer may suffer relating to the use of CMP.
Customer agrees that CMP’s total liability can never exceed the amount of money paid by Customer to CMP, except in case of intent or gross negligence.

Reservation of Proprietary Rights

Until complete payment of all invoices the products shall remain the property of CMP.
Customer does not acquire any proprietary rights by incorporating the products into other devices.
Until complete payment of all invoices any processing of the products delivered by CMP is done on behalf of CMP.
Until complete payment of all invoices, if Customer incorporates the products into outside goods, CMP shall become co-owner of the new goods created, and this according to the proportion of the values of its products to those of the outside products jointly used.
Until revoked, Customer shall be entitled to resell, under reservation of the proprietary rights, the goods delivered or products created by their processing within the framework of his regular business activity.
Until complete payment of the purchase price Customer shall cede all claims due to him as a result of such resale, to the amount of the value of the products delivered, to CMP.
Until revoked, Customer shall be entitled and obliged to collect the claims ceded.
CMP shall be entitled to secure the property under reservation if Customer does not comply with his contractual obligations, in particutar if he handles the property under reservation in an improper manner or comes in default with payment of purchase price.
Execution of restitution and securing shall not be deemed a rescission of the contract and shall not revoke Customer’s obligations, in particular payment of purchase price.

Force majeure

Neither CMP nor Customer shall be liable for any failure in its obligations under the present Terms and Conditions caused by conditions beyond its reasonable control, including, but not limited, to government restrictions, domestic or international problems.
Amendment or modification
No amendment to or modification of these Terms and Conditions shall be binding unless in writing and signed by the duly authorized representative of CMP and Customer.
To the extent any of the Terms and Conditions contained herein conflict with the terms and conditions of any other contractual terms between CMP and Customer, the Terms and Conditions contained herein shall precede.

Law & Competent Courts

These Terms and Conditions shall be governed and interpreted in accordance with the laws of France.
All disputes arising in connection with these Terms and Conditions will be finally settled by the appropriate jurisdictions in France.