These general terms govern quotations and orders for SkyBand engineering services, development work and products supplied to business customers. A signed quotation, statement of work or order acknowledgement may add or replace specific provisions.
1. Scope and contractual documents
These terms apply to all business-to-business supplies by SkyBand Semiconductors (“SkyBand”) unless a written agreement signed by authorized representatives states otherwise. The contract consists, in decreasing order of priority, of the signed agreement or statement of work, SkyBand’s order acknowledgement, the accepted quotation, these terms and the customer’s purchase order. Conflicting customer terms do not apply unless SkyBand accepts them expressly in writing.
2. Quotations and orders
Quotations are valid for the period stated in them. If no period is stated, they remain open for 30 calendar days. An order binds SkyBand only after written acknowledgement. Technical discussions, estimates and website information do not constitute acceptance. Each order must define the deliverables, assumptions, responsibilities, schedule, price and acceptance criteria.
3. Specifications, inputs and changes
The customer must provide accurate and timely specifications, models, technology files, licences, test data, materials and decisions required for performance. SkyBand may rely on those inputs. Any change to scope, requirements, schedule, process design kit, foundry, package, board or acceptance criteria may require a written change order adjusting price, resources and delivery dates.
4. Prices, taxes and expenses
Prices are those stated in the quotation or order acknowledgement, in euros and exclusive of VAT and other applicable taxes unless specified otherwise. Travel, shipping, foundry, mask, packaging, component, laboratory and third-party licence costs are charged as stated in the quotation. Because services are project-specific, no general unit-price schedule or automatic discount applies. No discount is granted for early payment unless expressly agreed.
5. Invoicing and payment
Milestones and invoicing dates are specified in the order. Unless otherwise agreed, invoices are payable within 30 calendar days of the invoice date by bank transfer. A disputed amount must be identified promptly and in detail; undisputed amounts remain payable.
Late payment penalties accrue automatically from the day after the due date, without reminder, at the European Central Bank refinancing rate applicable to the relevant half-year plus 10 percentage points and never below three times the French statutory interest rate. A fixed recovery charge of €40 is also due for each late invoice, without prejudice to additional documented recovery costs.
6. Schedule, delivery and acceptance
Schedules depend on timely customer inputs and on third parties such as foundries, packaging houses, laboratories, EDA vendors and component suppliers. Unless expressly stated as binding, dates are estimates. Deliverables are submitted through the agreed secure channel. The customer must review them against the agreed acceptance criteria within 15 business days, or another period stated in the order, and provide a documented list of material non-conformities. Deliverables are deemed accepted if no such notice is received within that period.
7. Engineering standard and technical risk
SkyBand performs engineering services with reasonable professional skill and care. Semiconductor development involves inherent risks, including modelling limits, process variation, yield, third-party tool behaviour, manufacturing defects and differences between simulation and measurement. Performance, yield, qualification or production readiness is guaranteed only where explicit measurable acceptance criteria and remedies are included in the order.
8. Customer responsibilities
The customer remains responsible for system-level requirements, intended use, regulatory and safety assessment, export classification, final product qualification and the decision to manufacture or deploy. The customer must not use prototype or engineering-sample deliverables in life-support, safety-critical, medical, automotive, aerospace or other regulated applications unless the order expressly authorizes that use.
9. Intellectual property
Each party retains ownership of its pre-existing intellectual property, know-how, tools, libraries, methodologies and reusable design elements. Ownership or licensing of project-specific results is determined in the order. No assignment is implied. Until full payment, the customer receives no broader right than necessary to review the deliverables. Third-party technologies remain subject to their own licence terms.
10. Confidentiality
Each party must protect non-public technical, commercial and business information received from the other, use it only for the project and disclose it only to personnel and approved subcontractors who need it and are bound by confidentiality obligations. These duties do not cover information that is public without breach, already lawfully known, independently developed or lawfully received from another source.
11. Subcontractors and third-party services
SkyBand may use qualified subcontractors and specialist providers while remaining responsible for its contractual obligations. Foundry, packaging, EDA, cloud, logistics and laboratory services may also be governed by third-party conditions and availability constraints identified in the quotation.
12. Warranty and corrective work
SkyBand will correct a reproducible material non-conformity reported during the acceptance period where the deliverable fails agreed criteria for reasons attributable to SkyBand. The remedy is limited to reasonable correction or re-performance. The warranty does not cover changed requirements, misuse, unauthorized modification, customer or third-party inputs, process changes, manufacturing variation or use outside the agreed environment.
13. Liability
To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, production, opportunity, data or anticipated savings. SkyBand’s aggregate liability arising from an order is limited to the fees paid or payable for the affected deliverable during the 12 months preceding the event. These limits do not apply where liability cannot legally be limited, including fraud, wilful misconduct or personal injury caused by negligence.
14. Suspension and termination
Either party may terminate an order for a material breach that remains uncured 30 days after written notice. SkyBand may suspend work for overdue undisputed invoices, missing customer inputs, legal or security risk. On termination, the customer pays for completed work, committed third-party costs and reasonable close-out work. Clauses intended to survive, including confidentiality, intellectual property, payment and liability, remain effective.
15. Force majeure
Neither party is liable for delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, cyberattack, industrial action, utility failure, export restriction or unavailability of foundry capacity, materials, transport or specialist services. The affected party must notify the other and take reasonable steps to mitigate the effect.
16. Export control and compliance
Each party must comply with applicable export-control, sanctions, anti-corruption and trade laws. The customer must provide end-use, end-user and destination information when reasonably required and must obtain authorizations for its use, transfer or export of deliverables.
17. Personal data
Business contact data exchanged for contract management is handled under the Personal Data Protection Policy. Where a project requires processing personal data on behalf of the customer, the parties will enter into an appropriate data-processing agreement.
18. Governing law and disputes
The contract is governed by French law, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties will first seek an amicable solution. For disputes between merchants that remain unresolved, the competent courts at SkyBand’s registered office have exclusive jurisdiction, subject to mandatory law.
19. General provisions
Neither party may assign the contract without the other’s written consent, except as part of a corporate reorganization or sale of substantially all relevant assets. Failure to enforce a right is not a waiver. If one provision is unenforceable, the remaining provisions continue to apply. Electronic signatures and durable electronic records are accepted.