Terms of Sales
Terms of Sales
1. Scope and priority
These Terms of Sales (“Terms”) apply to all sales of goods and related services by Minysa Sàrl (“Minysa”) to business customers (“Customer”), including (without limitation) ASICs, evaluation boards, reference designs, prototypes, samples, modules, documentation, and non-recurring engineering (NRE) services.
These Terms prevail over any Customer terms, unless Minysa expressly agrees in writing.
2. Quotes, orders, and contract formation
Quotes are non-binding unless stated otherwise. A contract is formed only when Minysa confirms the Customer’s order in writing (order confirmation) or begins performance.
Minysa may require milestone payments for NRE and prototypes.
3. Pricing, taxes, and payment
Prices are as stated in the order confirmation and are exclusive of VAT, duties, and shipping unless stated otherwise.
Payment terms: 30 days net from invoice date, unless otherwise agreed in writing.
Late payments may incur default interest at 5% per annum (or the applicable statutory rate) plus reasonable collection costs
4. Delivery, risk, and title
Delivery terms (Incoterms® 2020): EXW Neuchâtel, Switzerland, unless otherwise stated in the order confirmation.
Risk transfers according to the agreed Incoterm.
Title transfers only upon full payment, where permitted by law.
5. Lead times and changes
Lead times are estimates unless explicitly agreed as binding. Semiconductor supply chains may be subject to allocation constraints.
Any changes requested by Customer (scope, specs, quantities, schedule) may impact price and lead time.
6. Acceptance (NRE / prototypes / custom work)
For NRE, prototypes, and custom development, Customer shall promptly review deliverables. Unless Customer notifies Minysa of material non-conformity within ten (10) business days, deliverables are deemed accepted.
Engineering samples are not production parts unless explicitly stated.
7. Use restrictions (evaluation and safety)
Unless otherwise stated, evaluation boards, reference designs, samples, and prototypes are provided for evaluation and engineering use only and are not intended for flight, medical, life-support, or safety-critical deployment without a dedicated written agreement covering qualification, screening, and acceptance.
Customer is responsible for system-level validation and compliance.
8. Documentation and specifications
Only specifications contained in Minysa’s official, version-controlled documents referenced in the order confirmation are binding. Marketing material and website content are not binding.
9. Warranty (limited)
Unless otherwise stated in writing:
- Standard products: limited warranty that goods will materially conform to the applicable specification at delivery for ninety (90) days.
- Prototypes / samples / engineering parts: provided “AS IS” with no warranty, except title.
If a valid warranty claim is established, Minysa may, at its option, repair, replace, or refund the affected goods. This is Customer’s exclusive remedy.
10. Exclusions
Warranty does not cover:
- misuse, improper integration, inadequate layout, ESD damage, overstress, incorrect storage/handling
- modifications not authorized by Minysa
- failures due to Customer system design or operating conditions outside specification
- normal parameter drift within datasheet limits
11. Liability limitation
To the maximum extent permitted by law:
- Minysa shall not be liable for indirect, special, incidental, or consequential damages (including loss of profit, revenue, business, or data).
- Minysa’s total aggregate liability for any claim shall not exceed the amounts paid by Customer under the relevant order in the twelve (12) months preceding the event giving rise to the claim.
12. Intellectual property
Unless otherwise agreed:
- Minysa retains all intellectual property rights in its technology, designs, software, documentation, and know-how.
- Customer receives a limited, non-exclusive, non-transferable right to use deliverables solely for its internal evaluation and integration of Minysa products.
Any IP ownership, background IP, and foreground IP terms for co-development must be governed by a separate written agreement (e.g., R&D agreement, SOW, NDA).
13. Confidentiality
Confidentiality obligations apply only where a separate NDA or confidentiality agreement is in place, or where documents are explicitly marked confidential and shared under written terms.
14. Compliance, export control, and restricted use
Customer shall comply with applicable laws, regulations, and export control rules, including sanctions and end-use restrictions. Customer shall not use or export products for prohibited end uses or to restricted parties.
15. Force majeure
Neither party is liable for delays or failure to perform due to events beyond reasonable control (e.g., supply chain disruption, allocation, embargo, natural disasters, strikes, power outage, cyber incidents).
16. Termination (NRE / services)
For NRE or services, Customer may terminate only as specified in the applicable SOW. Customer remains liable for work performed and committed costs up to termination, plus reasonable wind-down costs.
17. Severability
If any provision is held invalid, the remaining provisions remain in effect.
18. Governing law / jurisdiction
These Terms are governed by Swiss law. Exclusive jurisdiction is Neuchâtel, Switzerland, unless mandatory law provides otherwise.
Contact / Legal entity
Minysa Sàrl (Swiss limited liability company)
Registered office: Rue de la Pierre-à-Mazel 39, c/o Microcity SA, 2000 Neuchâtel, Switzerland
UID / IDE: CHE-338.471.792
Email: contact@minysa.com
Phone: +41 32 555 44 50
Last updated: 13 March 2026
Last updated: [13/03/2026]