Common use of APPLICABILITY; DEFINITIONS Clause in Contracts

APPLICABILITY; DEFINITIONS. Subject to the terms and conditions of these Terms and Conditions of Sale, the applicable Acknowledgment, and applicable invoice (whichmay be overleaf), which are incorporated into these Terms and Conditions of Sale (collectively“Agreement”), Microchip Technology Inc. or Microchip Technology Ireland Limited, as applicable, or a Microchip subsidiary identified as the seller in the Acknowledgment (“Microchip”), offers for sale to you (“Customer”) the goods and services, and licenses any software, specifiedin Microchip’s Order Acknowledgment (“Acknowledgment”) including any Acknowledgment provided via Microchip Purchasing and Client Services or otherwise deliveredto Customer (“Goods,” or with regard to fee-basedservices, “Services,” or with regard to software or firmware deliveredseparatelyor as part of a Good, “Software”). “Third-Party Products” means any (i) Goods (including, without limitation, software and development tools) manufacturedor otherwise developed by thirdparties (“Third-Party Goods”); and (ii) services (including, without limitation, software maintenance and any technical support) to be provided by third parties (“Third-Party Services”). “Microchip Purchasing and Client Services” means Microchip’s e-commerce store accessible via ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or a successor URL. “Order” means Customer’s written, electronic (including any order placed via Microchip Purchasingand Client Services), or verbal purchase order for the Goods, Services, or Software. Microchip’s acceptance of the Order is conditioned on Customer’s assent to the Agreement. Customer’s receipt of Goods, Services, or Software, Customer’s act of clicking or otherwise placing the requestedsymbolindicating acceptance of the Agreement on Microchip Purchasing and Client Services, or otherwise purchasing from Microchip Purchasing and Client Servicesconstitutes Customer’s assent. Unless Customer and Microchiphave a current, mutually executedagreement for the purchase of Goods, Services, or Software from Microchip, only the Agreement applies to the Order, and all other Customer’s terms and conditions, whether as part of an Order or otherwise, are rejected and do not form a part of the Agreement. Microchip’s delay or failure to object to any terms or conditions receivedfrom Customer, including the original Order, will not be a waiver of any Agreement term. The parties agree as follows.

APPLICABILITY; DEFINITIONS. Subject to the terms and conditions of these Terms and Conditions of Sale, the applicable Acknowledgment, and applicable invoice (whichmay which may be overleaf), which are incorporated into these Terms and Conditions of Sale (collectively“Agreementcollectively “Agreement”), Microchip Technology Inc. or Microchip Technology Ireland Limited, as applicable, or a Microchip subsidiary identified as the seller in the Acknowledgment (“Microchip”), offers for sale to you (“Customer”) the goods and services, and licenses any software, specifiedin specified in Microchip’s Order Acknowledgment (“Acknowledgment”) including any Acknowledgment provided via Microchip Purchasing and Client Services or otherwise deliveredto delivered to Customer (“Goods,” or with regard to fee-basedservicesbased services, “Services,” or with regard to software or firmware deliveredseparatelyor delivered separately or as part of a Good, “Software”). “Third-Party Products” means any (i) Goods (including, without limitation, software and development tools) manufacturedor manufactured or otherwise developed by thirdparties third parties (“Third-Party Goods”); and (ii) services (including, without limitation, software maintenance and any technical support) to be provided by third parties (“Third-Party Services”). “Microchip Purchasing and Client Services” means Microchip’s e-commerce store accessible via ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or a successor URL. “Order” means Customer’s written, electronic (including any order placed via Microchip Purchasingand Purchasing and Client Services), or verbal purchase order for the Goods, Services, or Software. Microchip’s acceptance of the Order is conditioned on Customer’s assent to the Agreement. Customer’s receipt of Goods, Services, or Software, Customer’s act of clicking or otherwise placing the requestedsymbolindicating requested symbol indicating acceptance of the Agreement on Microchip Purchasing and Client Services, or otherwise purchasing from Microchip Purchasing and Client Servicesconstitutes Services constitutes Customer’s assent. Unless Customer and Microchiphave Microchip have a current, mutually executedagreement executed agreement for the purchase of Goods, Services, or Software from Microchip, only the Agreement applies to the Order, and all other Customer’s terms and conditions, whether as part of an Order or otherwise, are rejected and do not form a part of the Agreement. Microchip’s delay or failure to object to any terms or conditions receivedfrom received from Customer, including the original Order, will not be a waiver of any Agreement term. The parties agree as follows.

APPLICABILITY; DEFINITIONS. Subject to the terms and conditions of these Terms and Conditions of Sale, the applicable Acknowledgment, and applicable invoice (whichmay which may be overleaf), which are incorporated into these Terms and Conditions of Sale (collectively“Agreementcollectively “Agreement”), Microchip Technology Inc. Limited or Microchip Technology Ireland Limited, as applicable, or a Microchip subsidiary identified as the seller in the Acknowledgment (“Microchip”), offers for sale to you (“Customer”) the goods and services, and licenses of any software, specifiedin specified in Microchip’s Order Acknowledgment (“Acknowledgment”) including any Acknowledgment provided via Microchip Purchasing and Client Services or otherwise deliveredto delivered to Customer (“Goods,” or with regard to fee-basedservicesbased services, “Services,” or with regard to software or firmware deliveredseparatelyor delivered separately or as part of a Good, “Software”). “Third-Party Products” means any (i) Goods (including, without limitation, software and development tools) manufacturedor manufactured or otherwise developed by thirdparties third parties (“Third-Party Goods”); and (ii) services (including, without limitation, software maintenance and any technical support) to be provided by third parties (“Third-Party Services”). “Microchip Purchasing and Client Services” means Microchip’s e-commerce store accessible via ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or a successor URL. “Order” means Customer’s written, electronic (including any order placed via Microchip Purchasingand Purchasing and Client Services), or verbal purchase order for the Goods, Services, or Software. Microchip’s acceptance of the Order is conditioned on Customer’s assent to the Agreement. Customer’s receipt of Goods, Services, or Software, Customer’s act of clicking or otherwise placing the requestedsymbolindicating requested symbol indicating acceptance of the Agreement on Microchip Purchasing and Client Services, or otherwise purchasing from Microchip Purchasing and Client Servicesconstitutes Services constitutes Customer’s assent. Unless Customer and Microchiphave Microchip have a current, mutually executedagreement executed agreement for the purchase of Goods, Services, or Software from Microchip, only the Agreement applies to the Order, and all other Customer’s terms and conditions, whether as part of an Order or otherwise, are rejected and do not form a part of the Agreement. Microchip’s delay or failure to object to any terms or conditions receivedfrom received from Customer, including the original Order, will not be a waiver of any Agreement term. The parties agree as follows.