ASAP Semiconductor Terms and Conditions
By accessing and using a website, mobile application, or any digital platform of, or by entering into a commercial transaction with or utilizing any other service of ASAP Semiconductor, you acknowledge that you have read, understand, and expressly agree to be bound by these Terms and Conditions. These Terms and Conditions are incorporated by reference into all ASAP Semiconductor Orders (including sales, quotes, purchase orders, and any other transaction carried out by ASAP Semiconductor). ASAP Semiconductor reserves the right to modify these Terms and Conditions at any time.
The sale of products and services by ASAP Semiconductor are made expressly subject to these Terms and Conditions. No amendments or additional terms and conditions, including preprinted terms and conditions included in Customer’s documentation, will be accepted or deemed to modify these Terms and Conditions unless they are agreed to in writing and signed by ASAP Semiconductor.
For purposes of these Terms and Conditions, the following definitions apply:
Quoted lead times are based on information provided to ASAP Semiconductor by its supplier sources. Quoted lead times are provided as an estimate only. ASAP Semiconductor will make every effort to provide Articles within the quoted lead times, however, lead times are subject to change without notice. All lead times shall be subject to the LIMITATION OF LIABILITY provisions of these Terms & Conditions.
TERMS OF PAYMENT
Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. ASAP Semiconductor reserves the right to charge interest on any past-due invoices from the payment due date to the date of payment (at 1% per month), plus reasonable attorney fees and collection costs. ASAP Semiconductor may change the terms of Customer's credit at any time. In the event of past-due invoices, ASAP Semiconductor may, at its discretion, apply payments to oldest past-due accounts or Orders first.
ASAP Semiconductor, at its discretion, may require pre-payment to secure performance of Orders. In the event ASAP Semiconductor cannot satisfy Orders for which pre-payment was made in accordance with these Terms & Conditions, Customer will be entitled to a full refund of all pre-paid funds.
DELIVERY AND TITLE
ASAP Semiconductor is not liable for, and Customer is not entitled to, any indirect, special, incidental, consequential, or punitive damages (including, but not limited to, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, damage to higher-level assemblies, injury to reputation, loss of customers, costs, or attorneys’ fees) arising out of this transaction. Customer's recovery from ASAP Semiconductor for any direct damages will not exceed the price of the Article at issue.
ASAP Semiconductor is not liable, and Customer is not entitled to, any indirect, special, incidental, consequential, or punitive damages (including, but not limited to, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, damage to higher-level assemblies, injury to reputation, loss of customers, costs, or attorneys’ fees) for failure of ASAP Semiconductor to fulfill its obligations for any Order or for delays in delivery due to causes beyond its reasonable control, including but not limited to acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, delays of subcontractors or suppliers, or inability to obtain labor or materials through its regular sources.
Customer agrees to defend, hold harmless and indemnify ASAP Semiconductor, its affiliated companies, their directors, officers, employees and agents from and against any and all present and future liabilities, damages, losses, demands, fines, penalties and claims of any kind whatsoever (including all costs, expenses and reasonable attorney’s fees incidental thereto) which are or may be suffered by, accrue against, be charged to, or be recoverable by reason of any loss or damage to property or injuries or death of any person arising from the Article that is the subject of these Terms and Conditions.
USE OF ARTICLES
ASAP Semiconductor is not liable for use of Articles in any way, including use as intended by the original manufacturer. ASAP Semiconductor is not liable for any failure arising from use of Articles in any way, including use as intended by the original manufacturer’s specifications, resulting in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Articles, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold harmless ASAP Semiconductor from and against any and all liabilities and costs arising out of or in connection with such use or sale. ASAP SEMICONDUCTOR WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY DAMAGES RESULTING FROM ANY DESIGN, MANUFACTURING, OR FAILURE TO WARN DEFECTS INHERENT IN THE ARTICLE AND/OR ATTRIBUTABLE TO THE ORIGINAL MANUFACTURER OR ITS SUPPLIERS.
ASAP SEMICONDUCTOR IS NOT LIABLE FOR PERSONAL INJURY, LOSS OF LIFE, OR CATASTROPHIC PROPERTY DAMAGE ARISING FROM AN ARTICLE’S DESIGN DEFECT, MANUFACTURING DEFECT, OR FAILURE TO WARN DEFECT. IN THE EVENT OF PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE ARISING FROM AN ARTICLE DEFECT, CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS ASAP SEMICONDUCTOR FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS ARISING OUT OF OR IN CONNECTION WITH SUCH DEFECT.
The Customer acknowledges that all international orders will be processed through ASAP Semiconductor’s export compliance system prior to shipment and in accordance with the Compliance requirements of these Terms and Conditions. Customer failure to provide complete end user information as required by ASAP Semiconductor’s End User Certificate may result in Order delay or cancellation at ASAP Semiconductor’s discretion. End User Certificate information that cannot reasonably be ascertained or is not necessary to fulfilling ASAP Semiconductor’s particular compliance obligations may be waived at ASAP Semiconductor’s discretion. ASAP SEMICONDUCTOR RESERVES THE RIGHT TO CANCEL ANY ORDER AT ANY TIME IF THE ORDER DOES NOT COMPLY WITH AND/OR CANNOT BE MADE TO COMPLY WITH UNITED STATES EXPORT LAWS AND REGULATIONS. All other terms and conditions of ASAP Semiconductor remain in full effect at any time of cancellation.
The Customer warrants that all Articles will be used in compliance with U.S. laws. The Customer warrants that Articles will not be subsequently used nor shipped in violation of U.S. laws, including U.S. export laws and U.S. hazardous materials laws. The Customer warrants that Articles will not be subsequently used nor shipped in violation of the laws of any jurisdiction through which or into which the Articles are shipped.
The Customer assumes full responsibility for compliance with any United States export laws and hazardous materials laws prior to any export or shipment from or within the United States of Articles received from ASAP Semiconductor and agrees to hold harmless ASAP Semiconductor for any violations of laws or regulations committed by Customer or its agents.
Any claim, dispute, or controversy between Customer and ASAP Semiconductor relating in any way to the use of ASAP Semiconductor’s websites, the terms of this Agreement, Orders conducted by ASAP Semiconductor, or Articles distributed or serviced by ASAP Semiconductor will be resolved initially through non-binding arbitration. Arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. If the AAA should become unavailable, an alternate forum will be chosen at ASAP Semiconductor’s discretion. ASAP Semiconductor reserves the right to select a panel of one or more knowledgeable and impartial arbitrators and judgment on the award may be entered in any court having jurisdiction thereof. If either party rejects the determination of the arbitrator, the dispute will be subject to the Jurisdiction provisions of these Terms and Conditions.
All agreements made by ASAP Semiconductor are made in California and shall be interpreted under the laws of California, not including the state’s conflict of laws provisions. Both parties agree that any suit brought in relation to this agreement, or to enforce any clause of this agreement, shall be brought in a trial court in closest proximity to ASAP Semiconductor’s headquarters. Both parties agree to be subject to the personal jurisdiction and venue of that court.
• The laws of the State of California will exclusively govern any dispute between ASAP Semiconductor and Customer without regard to any conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply to any transaction between ASAP Semiconductor and Customer.
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