General Terms & Conditions

These General Terms and Conditions (“Terms”) apply to all quotations, orders, deliveries and other commercial dealings between Comcores ApS (“Comcores”) and any customer (“Customer”) relating to Comcores’ semiconductor IP cores, software and related products and services (together, the “Products” and “Services”), except to the extent expressly varied by a separate agreement signed by both parties.

These Terms establish the general commercial framework for doing business with Comcores. They do not themselves grant any right to use Comcores’ intellectual property. License rights are granted exclusively under a separate, signed license agreement, as further described under Licensing below.

All quotations, orders and deliveries of Products and Services are subject exclusively to these Terms, unless otherwise expressly agreed in writing by an authorized representative of Comcores.

These Terms prevail over any terms proposed by the Customer, including terms contained in a purchase order, regardless of when communicated, unless Comcores has expressly accepted those terms in writing.

Quotations issued by Comcores are non-binding and valid for thirty (30) days from the date of issue, unless otherwise stated, and are based on the assumptions, volumes and scope stated therein. Comcores may withdraw or revise a quotation at any time prior to acceptance of an Order.

An Order becomes binding on Comcores only once confirmed in writing by Comcores. No Order is binding on Comcores merely because Comcores has issued a quotation or commenced preparatory work.

All prices are quoted exclusive of value-added tax (VAT), sales tax, customs duties and other governmental charges, which are payable by the Customer in addition to the price. Unless agreed otherwise, prices are quoted in EUR or USD.

Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date. Amounts not paid when due accrue interest at the statutory rate applicable in Denmark, and Comcores may recover its reasonable costs of collection. Comcores may suspend deliveries and support while any invoice remains overdue.

Products are delivered electronically by making the relevant files available for download or secure transfer. Any delivery date communicated by Comcores is an estimate only, and Comcores is not liable for delays in delivery.

Acceptance procedures, if any, are set out in the applicable Order or License Agreement.

All intellectual property rights in and to Comcores’ Products, Documentation and any improvements, modifications or derivatives thereof are and remain the exclusive property of Comcores or its licensors. No transfer of ownership occurs under these Terms.

The Customer retains ownership of its own pre-existing intellectual property and of any product it independently develops, subject to the license terms applicable to any Comcores IP incorporated therein.

These Terms do not themselves grant the Customer any right to use, copy, integrate, manufacture or distribute any Comcores IP. Any such use is governed exclusively by a separate, signed License Agreement between Comcores and the Customer.

In the event of any conflict between these Terms and a License Agreement regarding the scope of use of Comcores IP, the License Agreement prevails.

Comcores may, at its discretion, make Products or Documentation available to the Customer for evaluation purposes only (“Evaluation Material”), under a separate Evaluation License or written consent.

Evaluation Material is provided solely to assess suitability for a potential project. The Customer shall not use Evaluation Material for production purposes or incorporate it into any tape-out, and shall not benchmark, publish or disclose the results of any evaluation without Comcores’ prior written consent.

All Documentation provided by Comcores is proprietary and is licensed, not sold, to the Customer solely for use in connection with the corresponding Products. The Customer shall not redistribute or publish Documentation to any third party, except as expressly permitted under an applicable License Agreement.

Comcores’ Products may include, or be designed to interface with, intellectual property owned by third parties, which will be identified in the applicable Documentation where material. The Customer is responsible for obtaining any additional third-party licenses required for its specific use case, unless expressly agreed otherwise in writing.

Where a Product includes open source or similar third-party software components, those components are licensed under their own license terms, identified in the accompanying Documentation, which prevail over these Terms for that component. The Customer shall comply with the applicable open source license terms.

No Reverse Engineering. The Customer shall not, and shall not permit any third party to, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, RTL or underlying design of any Comcores Product, except to the extent such restriction is prohibited by applicable law or expressly waived under a License Agreement.

No AI or Machine-Learning Training. The Customer shall not use Comcores’ Documentation, source code, RTL, specifications or other Confidential Information to train, fine-tune or otherwise develop any machine-learning model or generative artificial intelligence system, or for any other automated technique intended to derive, reconstruct or infer Comcores’ IP, unless expressly authorized in writing by Comcores.

Each party shall keep confidential all non-public technical, commercial or other information disclosed by the other party in connection with these Terms (“Confidential Information”), and shall use it solely for the purpose for which it was disclosed.

Confidential Information may be disclosed only to employees, consultants and subcontractors with a need to know who are bound by confidentiality obligations no less protective than those in this section. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed without use of the disclosing party’s Confidential Information.

This section survives termination or expiration of these Terms.

Certain Comcores IP may be capable of use in functional-safety-related systems. Compliance with applicable functional safety standards, including ISO 26262 and IEC 61508, remains the sole responsibility of the Customer and any system integrator, unless explicitly agreed otherwise in writing.

Where available, safety manuals and safety-related documentation are licensed separately and are not included under these Terms. Comcores does not assume responsibility for any safety case, safety assessment or functional safety certification relating to the Customer’s end product.

Where Comcores IP relates to Ethernet, Time-Sensitive Networking (TSN) or other automotive networking functionality, Comcores aims to design such IP with regard to applicable cybersecurity frameworks, including ISO/SAE 21434 and UNECE Regulation No. 155, where relevant. Comcores does not warrant or guarantee that the Customer’s end product will achieve compliance with any such framework, which remains the Customer’s responsibility.

Comcores’ Products, including any IP incorporating encryption, secure boot, cryptographic accelerators or hardware security module (HSM) functionality, may be subject to export control and sanctions laws, including the laws of Denmark, the European Union and, where applicable, other jurisdictions.

The Customer is responsible for obtaining any export, re-export or import licenses required for its use, and shall not export, re-export or transfer any Comcores Product in violation of applicable export control or sanctions laws.

Comcores reserves the right to improve its Products, correct errors, and modify Documentation at its discretion. Comcores is under no obligation to provide such changes for Products already delivered, except to the extent agreed under a separate maintenance or support agreement.

Support, maintenance, bug fixes and updates are not included under these Terms and are provided, if at all, solely under a separate Support and Maintenance Agreement, which sets out response times, support hours, the bug-reporting process and the scope of included and excluded services.

Comcores warrants that, for a limited period from delivery as specified in the applicable Order or License Agreement, its Products will materially conform to the specifications stated in the corresponding datasheet, when used in the supported environment. The Customer’s sole remedy for breach of this warranty is, at Comcores’ option, correction of the non-conformance, replacement, or a refund of fees paid for the affected Product.

Except as expressly stated above, Comcores’ Products and Services are provided without any other warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the extent permitted by applicable law.

To the extent permitted by law, Comcores’ aggregate liability arising out of or in connection with these Terms shall not exceed the fees paid by the Customer for the Product or Service giving rise to the claim.

Neither party shall be liable for any indirect, special, incidental or consequential damages, including loss of profit, loss of data or loss of business, even if advised of the possibility of such damages.

Each party shall indemnify the other against third-party claims arising from its own negligence, willful misconduct or breach of these Terms, subject to the limitations set out under Limitation of Liability above.

Indemnification obligations relating specifically to intellectual property infringement are addressed in the applicable License Agreement.

Force Majeure. Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, governmental action, trade restrictions, or failures of energy or telecommunications infrastructure.

Compliance. Each party shall comply with applicable anti-corruption, anti-bribery, trade sanctions and export control laws in connection with these Terms, and shall not engage, directly or indirectly, in any activity that would cause the other party to violate any such law.

These Terms, and any dispute arising out of or in connection with them, are governed by the substantive laws of Denmark, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these Terms that cannot be resolved amicably shall be submitted to the Danish courts, with the Court of Lyngby, Denmark as the court of first instance, unless the parties agree in writing to submit the dispute to arbitration.

Neither party may assign these Terms without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all of its business.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

No amendment to these Terms is effective unless made in writing. Failure to enforce any provision is not a waiver of that or any other provision.

Notices shall be given in writing to the addresses specified in the applicable Order.