AB18X5 Real-Time Clock with Power

Management Family

Date of Issue: October 16, 2014

3.0 x 3.0 mm

Page 36 of 37

Abracon Drawing #453568

Revision: C

ring any liability to Buyer for breach of contract or otherwise. AB reserves the right to allocate Prod-

ucts in its sole discretion among Buyer and other potential buyers, or defer or delay the shipment of

any Product, which is in short supply due to any reason.

6.

Title and Risk of Loss

: AB’s responsibility for any loss or damage ends, and title passes, when

Products are delivered Ex Works as per Incoterms 2000 at AB’s designated shipping location to car-

rier, to Buyer or to Buyer’s agent, whichever occurs first.

7.

Packing

: Packaging shall be AB’s standard shipping materials or as specified on the face hereof.

Any cost of non-standard packaging and handling requested by Buyer shall be abided by AB provided

Buyer gives reasonable prior notice and agrees in writing to pay additional costs.

8.

Security Interest

: Buyer hereby grants AB a purchase money security interest in the Products sold

and in the proceeds of resale of such Products until such time as Buyer has paid all charges. AB

retains all right and remedies available to AB under the Uniform Commercial Code.

9.

Specifications

: Specifications for each Product are the specifications specified in the published data-

sheets of such Product, as of the date of AB’s quotation (the “Specifications”). Except as otherwise

agreed, AB reserves the right to modify the Specifications at any time without adversely affecting the

functionality.

10. Acceptance: Unless Buyer notifies AB in writing within ten (10) days from the date of receipt of Prod-

ucts that the Products fail to conform to the Specifications, the Products will be deemed accepted by

Buyer. No such claim of non-conformity shall be valid if (i) the Products have been altered, modified

or damaged by Buyer, (ii) the rejection notice fails to explain the non-conformance in reasonable detail

and is not accompanied by a test report evidencing the non-conformity, or (iii) rejected Products are

not returned to AB within thirty (30) days of rejection; provided, that no Product returns may be made

without a return material authorization issued by AB.

11. Limited Warranties and Disclaimers: AB warrants to Buyer that each Product, for a period of twelve

(12) months from shipment date thereof, will conform to the Specifications and be free from defects in

materials and workmanship. AB’s sole liability and Buyer’s exclusive remedy for Products that fail to

conform to this limited warranty (“Defective Products”) is limited to repair or replacement of such

Defective Products, or issue a credit or rebate of no more than the purchase price of such Defective

Products, at AB’s sole option and election. This warranty shall not apply: (i) if Products have been

damaged or submitted to abnormal conditions (mechanical, electrical, or thermal) during transit, stor-

age, installation, or use; or (ii) if Products are subject to Improper Use (as defined below); or (iii) if the

non-conformance of Products results from misuse, neglect, improper testing, storage, installation,

unauthorized repair, alteration, or excess usage at or beyond the maximum values (temperature limit,

maximum voltage, and other Specification limits) defined by AB; (iv) to any other default not attribut-

able to AB; or (v) removal, alteration, or tampering of the original AB product labeling. This warranty

does not extend to Products or components purchased from entities other than AB or AB’s authorized

distributors or to third-party software or documentation that may be supplied with any Product. In the

event no defect or breach of warranty is discovered by AB upon receipt of any returned Product, such

Product will be returned to Buyer at Buyer’s expense and Buyer will reimburse AB for the transporta-

tion charges, labor, and associated charges incurred in testing the allegedly Defective Product. The

above warranty is for Buyer’s benefit only, and is non-transferable. OTHER THAN THE LIMITED

WARRANTY SET FORTH ABOVE, AB MAKES NO WARRANTIES, EXPRESS, STATUTORY,

IMPLIED, OR OTHERWISE AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO

THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING DISCLAIMERS, AB INCORPORATES BY REFERENCE ANY PRODUCT-SPECIFIC

WARRANTY DISCLAIMERS SET FORTH IN THE PUBLISHED PRODUCT DATASHEETS.

12. Limitation of Liability: AB SHALL HAVE NO LIABILITY FOR LOSS ARISING FROM ANY CLAIM

MADE AGAINST BUYER, OR FOR SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, CONSEQUEN-

TIAL, OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF USE, PROFITS,

REVENUES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS BASED ON ANY BREACH