The following are the terms and conditions of an agreement between allmicrochip (SZ) Electronics Trading Limited (“allmicrochip”) and allmicrochip’s customer (“Customer”) for the sale of products (” Product“) under the terms and conditions of an agreement (”Terms and Conditions”).
The agreement under these Terms and Conditions of Sale constitutes the sole agreement for the sale of the Products and supersedes all proposals, negotiations, conversations, discussions, agreements and/or representations, whether oral or written, including any industry custom or prior dealings between the parties with respect to the sale of the Products.
– 1. Acceptance and Cancellation of Orders
Website availability and pricing are invitations to make offers to customers. Responses to quotations and other inquiries regarding pricing and availability are not considered offers by allmicrochip. Acceptance will be made in writing via “Order Confirmation” e-mail or Electronic Data Interchange (“EDI”) confirmation. Acceptance may also be made by allmicrochip’s fulfillment of the Customer’s order. When a customer orders products from the allmicrochip website, the initial written response to the order on the allmicrochip website does not imply that the order has been accepted. The written response is intended solely to inform Customer that the order has been entered into allmicrochip’s computer system. Customer may cancel an order that has been accepted by allmicrochip with allmicrochip’s written consent, provided that the order is not “NC/NR” (“Non-Cancelable/Non-Returnable”), “Non-Standard Product”, or subject to a Purchase Agreement. Non-standard products are products that allmicrochip must order from a supplier specifically for a customer. This also includes orders for products that are not normally stocked, or where value-added services have been incorporated into the product. Non-Standard Products are non-cancelable and non-refundable. allmicrochip may identify the Product as Non-Standard or “NC/NR” in a variety of ways, such as through quotations, product listings, attachments, or exhibits. Customer may not change, cancel or reschedule Product orders without allmicrochip’s consent. If allmicrochip accepts an order from Customer and then Customer cancels the order, allmicrochip may require Customer to pay allmicrochip a reasonable cancellation or reliance fee. These fees are payable by Customer to allmicrochip. allmicrochip reserves the right, in its sole discretion, to accept Customer’s request for rescheduling. an order may not be canceled or rescheduled after allmicrochip has submitted the order to the shipping carrier. allmicrochip reserves the right to limit or cancel any order and has the right to allocate sales, limit the number of quantities of selected products and to limit the availability of selected products to its customers at its sole discretion. allmicrochip reserves the right to reject any order or any portion of an order. Product specifications and availability are subject to change without notice.
o 1a. Returns
For the convenience of the customer, allmicrochip generally accepts returns that are completed within 30 days from the date of shipment. If allmicrochip agrees to accept a return, the customer must pre-pay for return shipping. allmicrochip does not accept cash on delivery (COD) shipments. Some products may need to be returned directly to the manufacturer. All returned items must be in their original packaging, unused, untested, unprogrammed and in resalable condition. Please contact a customer service representative for a return authorization number and instructions on how to return the product before returning it. No refunds will be issued for any opened ESD, programmable semiconductor or humidity sensitive products. These return statements do not apply to non-cancelable/non-returnable products. (See the “Non-Cancelable/Non-Returnable Products” section of these Terms.)
o 1b. Counterfeit Product Prevention Provisions
Only Products originally shipped by allmicrochip or shipped by allmicrochip’s designated suppliers or secondary market suppliers (direct shipments) may be returned to allmicrochip. all other Products will be promptly segregated and disposed of, or returned to Customer. By returning a product to allmicrochip, the customer certifies that the product was purchased from allmicrochip and that it has not been replaced in whole or in part with the same product from another supplier, distributor, or other source of such product. Returns should be in the original packaging (manufacturer or allmicrochip) and unused, untested (except for defects) ESD, programmable semiconductors, or humidity sensitive products will not be returned once opened.
– 2. Price
allmicrochip makes every effort to provide accurate and up-to-date information on pricing, but does not guarantee the currency or accuracy of any such information. Prices may change at any time before allmicrochip fulfills your order. If allmicrochip discovers an error in pricing, we will notify the customer of the corrected version, and the customer will have the option of accepting the corrected version or canceling the order. allmicrochip is not responsible for pricing, typographical, or other errors in any communication with the customer, and reserves the right to cancel any order resulting from such errors. Orders are billed at the price and currency in effect at the time of shipment. Prices will be specified by allmicrochip and will apply for the period specified in allmicrochip’s quotation. Unless otherwise specified on the quotation, quotations are requests for proposals and are subject to change at any time without notice. If no period is specified, the quotation will apply for thirty (30) days. The website reflects the most current pricing information. Prices shown on the website are subject to change without notice. Prices are subject to increase in the event of allmicrochip cost increases or other circumstances beyond allmicrochip’s reasonable control, including, but not limited to, manufacturer’s price increases, changes in currency exchange rates, or errors in quotations. If Customer does not purchase the quantity on which the Step Price is based, Customer will pay the non-discounted price for the actual quantity purchased, cancel the order, or pay a restocking fee. Prices are exclusive of taxes, levies and other charges, including sales, use, excise, value-added and similar taxes or charges levied by any governmental agency, international freight charges, freight forwarder and brokerage fees, bank charges, consular fees and documentation fees.
– 3. Payment Terms
All payments must be made in the currency stated on the original invoice or credit card receipt. Accepted credit cards include major credit cards, purchasing cards, and major bank debit cards such as MasterCard, VISA, Diners Club, Discover, and American Express. New customer credit card billing information must be verified prior to the shipment of the order. Businesses, schools, and organizations that have access to three other vendor billing schedules or meet allmicrochip’s special requirements are eligible for thirty (30) day payment on delivery. Prepaid Wire Transfer/Electronic Transfer/Proforma Invoice: Customers may wire funds to our bank. After you place your order, we will email you a pro forma invoice with our bank information, total amount of merchandise and shipping charges. For orders awaiting funds, we will hold your order in stock for 72 hours. If payment is not received after 20 business days, the order will be canceled. The customer is responsible for duties and taxes.
– 3.1 Payment Terms
Applies to all orders
Customer agrees to pay allmicrochip the full amount of each invoice in accordance with the terms of each invoice, without offset or deduction. Orders are subject to allmicrochip’s approval for credit, and allmicrochip may, at any time and in its sole discretion, change Customer’s credit terms to require payment in cash, bank wire/electronic transfer, or official bank check and/or to require payment of any or all amounts due or to become due on Customer’s order prior to the shipment of any or all Products. If allmicrochip has reason to believe that Customer’s ability to pay may have been impaired, or if Customer fails to pay any invoice when due, allmicrochip may suspend delivery of any Products or remaining Products and cancel any order or remaining order until payment is made by Customer. Customer shall remain liable for payment of any Products shipped and for all non-standard Products ordered by Customer. Customer agrees to submit such financial information as allmicrochip may reasonably request to determine its credit terms and/or continued credit terms. Acceptance of checks is conditional upon collection and the date of collection will be considered the date of payment. allmicrochip may use any check received from Customer to satisfy any indebtedness owed by Customer to allmicrochip under this or any other contract, regardless of the statement appearing or referred to on the check, and does not relieve Customer of the responsibility for any additional amounts owed to allmicrochip. responsibility for any additional amounts. allmicrochip’s acceptance of such check shall not constitute a waiver of allmicrochip’s right to collect any balance. Invoices not paid when due will accrue interest at the rate of eighteen percent (18%) per annum or the highest rate permitted by law below 18% until the date of payment. If Customer fails to make payment on time, allmicrochip may pursue any legal or equitable remedies, in which case allmicrochip will be entitled to collection costs and reasonable attorney’s fees. All returned checks are subject to a $25.00 service charge.
– 4. Delivery and Ownership
allmicrochip’s domestic shipments generally begin at the freight to carrier (FCA) shipping point at allmicrochip’s facility, with all transportation costs paid by Customer to allmicrochip in addition to the purchase price of the Product. subject to allmicrochip’s right to stop shipment in transit, delivery of the Product to the carrier constitutes delivery to Customer, and Title and risk of loss shall pass to Customer. allmicrochip will use reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date. Customer acknowledges that the delivery dates provided by allmicrochip are estimates only and that allmicrochip shall not be liable for failure to deliver on such dates. Unless specifically designated by Customer, allmicrochip will select the carrier and delivery route. allmicrochip reserves the right to make delivery in installments. Delay in delivery of an installment does not entitle Customer to cancel any other installment. Delivery of any installment within thirty (30) days of the date requested will constitute timely delivery. Delivery of a quantity different from that specified does not relieve Customer of its obligation to accept delivery and pay for the Products delivered.
International shipments are subject to Incoterms as published by the International Chamber of Commerce. allmicrochip selects the Incoterms for Customer’s order based on Customer’s address, destination and/or currency. Transfer of ownership will be in accordance with the Incoterms selected by allmicrochip for the shipment. By default, if no Incoterms are specified, the Incoterms will be from allmicrochip’s factory to the carrier’s point of shipment.
– 6. allmicrochip Limited Warranty
allmicrochip agrees to assign to Customer any transferable warranty that allmicrochip receives from the manufacturer of the product sold to Customer. allmicrochip makes no other warranties, express or implied, with respect to the product. In particular, allmicrochip does not warrant that the products are merchantable, fit for purpose, or suitable for any particular purpose or use, or that they are free from infringement. allmicrochip’s liability arising out of the sale of the products to customer is expressly limited to (1) refund of the purchase price paid by the customer for such products without interest, or (2) at allmicrochip’s option, repair and/or replacement of repair and/or replacement of such products, and such remedies are exclusive and no further remedies will be available. Customer must notify allmicrochip of any defective Products within 90 days of the date of shipment. this warranty excludes any and all other warranties, whether oral, written, express, implied or statutory. the implied warranties of fitness for a particular purpose and merchantability are expressly excluded and do not apply. Customer’s obligations and allmicrochip’s remedies with respect to defective or nonconforming products are set forth solely in these Terms. In addition, no warranty is available if the product has been subjected to misuse, electrostatic discharge, negligence, accident, modification, soldering, or alteration in any way.
– 7. allmicrochip’s RoHS Compliance and Lead Free Policy
It is allmicrochip’s policy to determine that a product is RoHS compliant or lead-free and to make it available to customers only after specific requirements have been met. allmicrochip does not conduct any testing of its products and relies solely on the manufacturer of the product to determine that the product is RoHS compliant and lead-free. In addition, allmicrochip makes no warranties, certifications, or representations of compliance with respect to such products. Products will be advertised or offered as RoHS compliant or lead-free only after sufficient evidence has been received from the component manufacturer; any stocked product, whether in the bin or on order, has been determined to be RoHS compliant and/or lead-free. Any evidence of this will be filed and retained for a minimum of four years from the date of receipt. allmicrochip defines the term “RoHS” as the supplier’s declaration of compliance with all Restricted Hazardous Substances regulations under the ELV, WEEE, or RoHS European Union directives, regulations, or laws. allmicrochip defines the term “Lead Free” as the supplier’s declaration of compliance with the RoHS directive. “Lead Free” is defined as a statement by the supplier that the product is ‘lead free’. allmicrochip bases all statements regarding product compliance with the RoHS Directive on the manufacturer’s documentation.
– 8. Limitation of Liability
in no event shall allmicrochip be liable for any special, incidental or consequential damages of any nature whatsoever, including, but not limited to, damages resulting from loss of profits or revenues, recall costs, claims for service interruption or downtime failures, costs of testing, installation, or disassembly, costs of substitute products, property damage, personal injury, death, or legal fees. The amount of any claim by Customer from allmicrochip shall not exceed the purchase price paid by Customer for the merchandise, regardless of the nature of the claim and whether it is a warranty, contractual or otherwise. Customer shall indemnify, defend and hold allmicrochip harmless from any claim made by any party with respect to products supplied by allmicrochip and incorporated into Customer’s products.
– 9. Product Safety Statements and Restrictions
Products are intended for commercial use only. If requested by the customer at the time of ordering, products are traceable to the original equipment manufacturer and lot/date code (if available). allmicrochip does not determine the specifications or conduct any performance or safety testing on any product it sells. Specification sheets provided to customers are created by the manufacturer or are transcribed from information provided by the manufacturer. allmicrochip is not a Qualified Products List (QPL) component supplier. Customer agrees that all purchases are for commercial or other applications that do not require Qualified Product List components. Any references to military specifications on our website are for informational purposes only and do not modify these terms and conditions. allmicrochip is not involved in any product safety engineering, product safety audits, or product safety testing. allmicrochip does not provide any safety testing, safety evaluation, or safety engineering services. allmicrochip sells products that are not designed, intended, or authorized for use in life-support, life-support, human implantation, nuclear facilities, flight control systems, or other applications where failure of such products could result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Product in any such application: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that allmicrochip and the manufacturer of the Product shall not be liable for any claims or damages arising out of such use; (3) Customer agrees to indemnify allmicrochip and the manufacturer of the Product against any and all claims, damages, losses, costs, expenses, and liabilities arising out of or in connection with such use or sale. , losses, costs, expenses and liabilities to indemnify, defend and hold harmless allmicrochip and the product manufacturer.
10. Statements and Recommendations
If statements, opinions or advice, technical or otherwise, are offered or given to a customer, such statements, opinions or advice will be deemed to be offered to the customer as a convenience and at no charge to the customer. allmicrochip assumes no responsibility and assumes no liability for the content or use of such statements or advice. Allmicrochip technical support is provided over the phone, so our scope is extremely limited, which prevents us from being directly involved in the design of any customer’s product. We do not conduct product suitability studies or engineering reviews on either the products we sell or the final products manufactured by our customers.
– 11. Non-Cancelable/Non-Returnable Products
When allmicrochip determines that an order requires such a condition of sale, allmicrochip will not notify the Customer in a timely manner of “NC/NR” (non-cancelable/non-returnable) products. Customer understands that “NC/NR” products are offered by allmicrochip exclusively to customers regardless of Nordic conditions. Customer agrees, and by default all microchip suppliers agree, and all microchip agrees in writing, that Customer may not cancel, terminate or reschedule the “NC/NR” Products. Any QML product purchased from any microchip is non-cancelable/non-returnable. Products labeled as humidity sensitive or electrostatic sensitive (ESD) are NC/NR if the package has been opened. all products purchased by all microchip customers classified or contracted as Electronic Component Distributors are considered non-cancelable/non-returnable.
– 12. Intellectual Property
If an order contains software or other intellectual property, such software or other intellectual property is provided by all microchips to the customer subject to copyright and user licenses, and the terms and conditions in such software or other intellectual property are set forth in the accompanying license agreement. Nothing herein shall be construed as a use of any right or license to any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software is refundable. Unopened software cannot be recovered unless defective.
– 13. Force Majeure
All Microchips shall not be liable for delays in delivery or failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocation, material problems, labor dilemmas, transportation control in general, unforeseen circumstances, acts of God, acts or omissions of others, acts or omissions of civil or military powers, governmental priorities, fires, floods, inundations, stormy weather conditions, computer disruptions, quarantines, epidemic, quarantine restrictions, riot, or war. allmicrochip’s time for delivery or performance will be extended in accordance with such delays, or allmicrochip may notify Customer of the cancellation of the order or the remainder of the order without liability.
– 14. Export Controls
Customer agrees to comply with all worldwide export regulations and laws that may apply to products purchased by Customer from allmicrochip or services provided by allmicrochip. To the extent permitted by global laws and regulations, all Products purchased from All Microchips are subject to export controls and may only be resold, transferred, re-exported, or disposed of in any other manner in strict compliance with all U.S., European Union, and United Kingdom export laws, rules, regulations, and sanctions.
o 14.1 Export Classification Disclaimer
Any use of all microchips classifications, whether any variant of the Globally Harmonized Tariff Schedule code, is without right of recourse for all microchips and is at the user’s sole risk. Export classifications are subject to change. If you export or re-export, it is the responsibility of your company, as the exporter of record, to determine the correct classification of any item at the time of export. Any export classification of All Microchips is for the use of All Microchips and shall not be used to construe representations or warranties regarding the proper export classification and shall not be relied upon in making consent determinations.
– 15. General Terms
Terms and conditions may not be modified or canceled without the written consent of allmicrochip. Accordingly, goods and services offered by allmicrochip are sold only on the terms and conditions set forth herein. Sales of products hereunder will be subject to these terms and conditions, notwithstanding any other or additional terms and conditions contained in any purchase order, program schedule, confirmation, acknowledgement, or any other form or document issued separately affecting the purchase and/or sale. Notwithstanding the terms and conditions on Customer’s orders, the information and conditions provided by the Credit Application for Customer and any conflicting statements or terms on the shelves of all Customer purchase orders, invoices, confirmations, or other documents generated by Customer that have microchip capabilities (the “Customer Documents”), whether previously or subsequently submitted for control, will be by submission of a credit application and letter from allmicrochip and is negated, and allmicrochip objects to all different or additional terms and conditions contained in any Customer Document. allmicrochip’s performance of any contract is expressly conditioned upon Customer’s agreement to allmicrochip’s terms and conditions of sale, unless allmicrochip does not expressly agree in writing. In the absence of such agreement, the commencement of any performance and/or delivery for Customer’s convenience shall not be deemed or construed as an acceptance of Customer’s terms and conditions or the terms and conditions thereof. In the absence of prior agreement between the parties to engage a contract in writing, Customer’s acceptance of any goods or services shall be deemed to be Customer’s acceptance of the terms and conditions set forth herein. Defaulting to the prior written consent of all Microchips, no rights, duties, agreements or obligations under this Agreement may be assigned or transferred by operation of law, merger or otherwise. The obligations, rights, terms and conditions of the parties agreement from the succession and subject to waiver or breach of any term, condition or covenant herein, or default under any provision of this Agreement, shall not be deemed to constitute a waiver of the right to default or breach of duty with respect to any other terms, conditions or covenants contained herein, or with respect to any succeeding right or title of any kind or kind. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent that it is prohibited or enforceable as to a party in such jurisdiction, but shall not prohibit the remaining provisions of this Agreement from being ineffective in such jurisdiction, or such provision from being ineffective in any other jurisdiction These Terms and Conditions will be subject to and construed by and in accordance with the jurisdictions of the World Wide Web