ASAP Semiconductor Customer Terms and Conditions

When accessing any website, mobile applications, or any digital platform of, or by entering into a commercial transaction with or utilizing any other service of Integrated Automation Parts, users acknowledge that they have read, understand, and agree to be bound by these terms and conditions. These terms and conditions are incorporated by reference into all Integrated Automation Parts orders (such as sales, quotes, purchase orders, or transactions of any other type carried out by Integrated Automation Parts). Furthermore, Integrated Automation Parts reserves the right to modify these terms and conditions at any time.

Any sale of products and services by Integrated Automation Parts are subjected 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 considered to modify these terms and conditions unless they are agreed in writing and signed by Integrated Automation Parts.

Definitions

For the purposes of these terms and conditions, refer to the following definitions:

“Article” refers to any material, part, component, assembly, process, or appliance sold or provided by Integrated Automation Parts.

“Integrated Automation Parts” refers to Integrated Automation Parts as well as all its parent companies, affiliates, and divisions. This includes but is not limited to the following sales sites: Aviation Sourcing Solutions, Just NSN Parts, Just Connectors, ASAP Memory, Just IT Hardware, AFR Enterprises, ASAP Semiconductor, ASAP NSN PArts, ASAP Purchasing, ASAP Aerospace, and ASAP Fasteners.

“Customer” is any person or entity that is purchasing or receiving an article from Integrated Automation Parts.

“End User Certificate” refers to a document provided by Integrated Automation Parts to the customer to gather information needed to guarantee compliance with applicable laws and regulations.

“Order” refers to sales transactions, accepted quotes, purchase orders, confirmations, or other documentation or communication between Integrated Automation Parts and customers resulting in Integrated Automation Parts selling, providing, or otherwise conveying any article or service to the customer.

“Substitute Article” means an article identified within an Illustrated Parts Catalog, Illustrated Parts List, or similar document that is a direct substitute for an article that is the subject of an order.

“Terms and Conditions” refers to this list of Integrated Automation Parts terms and conditions.

“Value-added” means any modifications, alterations, adjustments, improvements, or other work done on an article at the customer’s request in accordance with customer instruction.

Orders

All orders are fulfilled in the United States and are subject to quantities of stock on hand. At its discretion, and consistent with its compliance obligations and these terms and conditions, Integrated Automation Parts may source articles from outside the United States on an as-needed basis.  All Orders are non-cancelable and non-returnable unless the customer is issued a return material authorization (“RMA”) in writing by Integrated Automation Parts. Articles may not be returned without an RMA issued by Integrated Automation Parts. Customers may not cancel or reschedule orders without the written consent of Integrated Automation Parts.

Canceled Orders

Customers will be subject to a cancellation fee for all canceled orders, which may be waived at Integrated Automation Parts’ discretion. This fee is meant to reflect and protect Integrated Automation Parts’ reasonably expected damages and profits. Restocking fees will be determined at Integrated Automation Parts’ discretion and shall be a minimum of 25% of the total cost of the order unless otherwise determined by Integrated Automation Parts. Restocking fees may exceed 25% of the total cost of the order depending on costs incurred by Integrated Automation Parts. Confirmed orders canceled as a result of customer identifying and contacting Integrated Automation Parts’ suppliers will be subject to a 100% cancellation fee. Customers agree that the cancellation fees herein described are a reasonable estimation of Integrated Automation Parts’ anticipated profits and other costs and does not constitute a penalty. 

At its discretion, Integrated Automation Parts may require payment of a deposit prior to shipment of articles. In the event of order cancellation, Integrated Automation Parts will deduct the cancellation fee—as determined in accordance with this section—from the deposit, and refund the remainder of the deposit, if any, to the customer.

Prices

Quoted prices remain valid for 48 hours from the time the quote is issued, unless otherwise stated in writing. Should prices to Integrated Automation Parts increase, or cost increases due to circumstances beyond its reasonable control, Integrated Automation Parts may increase prices to cover additional costs of orders or cancel orders at its discretion. Integrated Automation Parts will notify customers of any such price increases and customers will have 48 hours to accept revised price of articles.  Failure by customers to respond to price increases within 48 hours will be deemed an order cancellation. Orders canceled or deemed canceled as a result of price increases will be issued a full refund within 10 business days of provision by the customer to Integrated Automation Parts of necessary banking information to issue a refund. 

Prices are solely for articles themselves and do not comprise taxes, impositions, or any other charges, fees, shipping costs or duties imposed by any intermediary or government authority, which shall be the responsibility of the customer.

Lead Times

Quoted lead times are based on information provided to Integrated Automation Parts by its supplier sources. These lead times are provided only as an estimate. Though Integrated Automation Parts will make every effort to provide articles within the quoted lead time, lead times are subject to change without notice. All lead times shall be subject to the LIMITATION OF LIABILITY provisions of these terms and conditions.

Terms of Payment

Payment of the total invoice amount, without offset or deduction, is due within 30 days of the invoice date. Integrated Automation Parts 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), in addition to reasonable attorney fees and collection costs. Integrated Automation Parts may change the terms of the customer’s credit at any time. In the event of past-due invoices, Integrated Automation Parts may, at its discretion, apply payments to the oldest past-due accounts or orders first.

Integrated Automation Parts may, at its discretion, require pre-payment to secure performance of orders. In the event Integrated Automation Parts cannot satisfy orders for which pre-payment was made in accordance with these terms and conditions, the customer will be entitled to a full refund of all prepaid funds.

Delivery and Title

Risk of Loss shall pass to the customer once the article is delivered to the carrier who will be responsible for carriage from Integrated Automation Parts to the customer, or when the article is claimed by the customer in the event the article is picked up at Integrated Automation Parts by the customer or the customer’s representative. Carrier and method of payment to carrier shall be determined by Integrated Automation Parts and the customer during negotiation of order. 

Delivery dates are only estimates. Integrated Automation Parts is not liable for delays in delivery resulting from export compliance processes, quality protocols, shipping delays or interruptions, or circumstances beyond Integrated Automation Parts’ control. Integrated Automation Parts reserves the right to make partial shipments in fulfilment of an order, and the customer will accept delivery and pay for the articles delivered on a pro rata basis in accordance with the order as well as these terms and conditions. Integrated Automation Parts is entitled to complete shipment of a full order, regardless of any delays in whole or in part of the order. A delayed delivery of any part of an order does not entitle the customer to cancel or delay other deliveries arising out of the same order unless authorized by Integrated Automation Parts in writing. 

In the event that an article is lost, stolen, or destroyed before Risk of Loss has passed, the customer must notify Integrated Automation Parts, in writing, within five days of the loss or else waive any right to compensation and remain responsible for the purchase price.  In the event that the customer provides proper notice of loss, Integrated Automation Parts shall (1) provide to the customer a replacement article meeting the same standards as the original article (excluding contract terms related to expected arrival), or (2) make a prompt refund to the customer of the purchase price with respect to the lost or stolen article.  The choice of remedy will be at Integrated Automation Parts’ discretion; if Integrated Automation Parts notifies the customer that Integrated Automation Parts will provide the customer with a replacement article, the customer shall have 30 days from the date on which notification is sent to place a purchase order for the replacement article or else this right to a remedy will be waived. In all events, the customer is expected to protect its articles from loss and if the customer fails to protect articles from loss then the customer does so at its own peril.

Inspection, Acceptance, and Return of Articles

The customer shall have seven calendar days after delivery in which to inspect the article.  The customer must notify Integrated Automation Parts of any discrepancies found during this inspection period.  In the event that the customer discovers discrepancies during inspection, they must notify Integrated Automation Parts in writing during the inspection period. After the seventh day, the customer is determined to have accepted the articles and may not revoke acceptance.

In the event that a discrepancy is identified in writing to Integrated Automation Parts, Integrated Automation Parts will review the discrepancy and may issue a return material authorization (“RMA”). The customer cannot return articles without a RMA number issued by Integrated Automation Parts. RMAs are only issued in cases in which articles do not meet the condition identified in the documentation. Under no circumstances will an RMA be issued for reasons related to price of articles or due to customer error in ordering articles.

RMAs shall remain valid only for the time specified on the RMA—in no case to exceed 30 days—and articles must be returned to Integrated Automation Parts within the specified time. After the specified time period the RMA will expire and returns will not be accepted. Articles will remain the property of the customer if not received in the time specified in the RMA or if articles are not in the same condition as sold by Integrated Automation Parts.

In response to a written notification of discrepancy under the inspection provisions of these terms and conditions, Integrated Automation Parts may either reject the claim if the claim is not authorized under the inspection provisions of these terms and conditions, or issue a RMA and accept the return of the article (in such an event, cost of return shipping shall be borne by Customer). For low-cost articles, Integrated Automation Parts may, at its discretion, issue a material mutilation authorization (“MMA”). Customers that are issued an MMA must provide a written certification certifying mutilation or destruction of discrepant articles to Integrated Automation Parts within 30 days of issuance.

Returned articles must be in the original shipping packaging or equivalent thereof and must be returned in the original manufacturer’s packaging if shipped in the same. Returned articles must also be accompanied by all provided documentation, including but not limited to manufacturers Certificates of Conformity (“C of C”), FAA Form 8130-3 or equivalent, and all traceability documentation. Shipping charges and fees, including insurance as specified in the RMA will be paid by the customer. The customer bears Risk of Loss of the article until received by Integrated Automation Parts. Returned articles must be shipped with signature upon delivery. In the event returned articles are shipped without signature upon delivery, Integrated Automation Parts reserves the right to cancel the RMA. Integrated Automation Parts bears no responsibility for returned articles delivered to Integrated Automation Parts without signature of receipt. Integrated Automation Parts claims no responsibility for returned articles shipped without a valid RMA. 

The customer must pay any restocking charges. Articles without a valid RMA will be returned to the customer at customer’s expense. In the event articles cannot be returned to the customer, the customer will have 90 days to arrange for recovery of the articles. If the customer does not arrange for recovery of the articles within 90 days, the articles will be deemed to be forfeited and returned to Integrated Automation Parts stock and the customer will not be entitled to a refund.

Restocking Fees

Customers will be subject to a restocking fee for any returned articles. The restocking fee is inclusive of costs incurred by Integrated Automation Parts, including but not limited to time, resource and human capital allocation, and use. Restocking fees will be determined at Integrated Automation Parts’ discretion and shall be a minimum of 25% of the total cost of the order unless otherwise determined by Integrated Automation Parts. Restocking fees may exceed 25% of the total cost of the order depending upon costs incurred by Integrated Automation Parts. Returns resulting from failure to provide accurate end user information or providing misleading information on orders for articles destined outside of the United States will result in a restocking fee of 50% of the total cost of the order. Articles returned as a result of the customer identifying and contacting Integrated Automation Parts’ suppliers will be subject to a 100% restocking fee. 

Integrated Automation Parts may deduct the restocking fee as determined by this section from any deposit or other monies paid to Integrated Automation Parts by the customer.

Article Information

Article information, including information related to an article’s specifications, export/import control classifications, hazardous materials and dangerous goods information, uses, or conformance with legal or other requirements, is obtained by Integrated Automation Parts from its suppliers or other sources. Integrated Automation Parts provides such information on an "AS IS" basis. All information is subject to change without notice and Integrated Automation Parts is not responsible for errors or omissions in article information.

Substitution, Condition, and PMA

Although Integrated Automation Parts will make every effort to provide articles in accordance with the original order, Integrated Automation Parts reserves the right to make substitutions, provided the substitute articles have the same form, fit, and function as the articles replaced. In the event of a substitute article, Integrated Automation Parts will notify the customer of the substitution, and the customer will have the option to accept the substitute article or cancel that part of the order pertaining only to the article to be substituted.  Orders canceled due to substitute articles will be entitled to a full refund only for those articles substituted. Accepted substitute articles will be shipped upon receipt of written confirmation of acceptance of the substitute article. 

In the event that Integrated Automation Parts is only able to provide an article that is of a different condition than originally quoted (e.g New Surplus condition Article is no longer available but Overhauled condition article is available), Integrated Automation Parts will notify the customer of the condition change and provide a new quote to the customer. The customer will have the option to accept the article at the new quote price or cancel the order.  Orders cancelled due to condition changes of articles will be entitled to a full refund for those articles for which a changed condition article resulted in a new price quote; accepted articles will be shipped upon receipt of written confirmation of acceptance of the new quote price for the changed condition article. Any difference in price between the originally quoted article and the new quote price for the changed condition article will be refunded to the customer or applied to outstanding customer account balances at Integrated Automation Parts’ discretion. 

In the event that an article in an order is no longer available and Integrated Automation Parts is able to identify a Parts Manufacturer Approval (“PMA”) alternative part, Integrated Automation Parts will notify the customer of the PMA alternative and provide a new quote to the customer. The customer will have the option to accept the article at the new quote price or cancel the order.  Orders cancelled due to PMA articles will be entitled to a full refund only for those articles for which a PMA article resulted in a new price quote; accepted articles will be shipped upon receipt of written confirmation of acceptance of the new quote price for the PMA article. Any difference in price between the originally quoted article and the new quote price for the PMA Article will be refunded to the customer or applied to outstanding customer account balances at Integrated Automation Parts’ discretion. 

Integrated Automation Parts EXPLICITLY DISCLAIMS ANY WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE OR INTERCHANGEABILITY OF PART NUMBERS AND CONDITIONS AND IT IS THE INSTALLER’S RESPONSIBILITY TO CONFIRM THAT THE PART PROVIDED IS SUITABLE FOR ITS PURPOSE AND IS INSTALLED IN ACCORDANCE WITH ALL APPLICABLE CIVIL AVIATION REGULATIONS.

Warranty

Integrated Automation Parts warrants that articles will be in the condition identified in the documentation. Integrated Automation Parts will transfer to the customer any product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Integrated Automation Parts warrants that value-added work performed by Integrated Automation Parts on articles will conform to customer specifications. Integrated Automation Parts makes no warranties or representations that value-added work performed to the customer’s specifications will retain or enhance the article’s functionality, merchantability, or fitness for a particular purpose. 

If articles do not meet the condition identified in the documentation or if value-added work performed by Integrated Automation Parts does not meet customer's specifications, Integrated Automation Parts has the option to: 

• Repair the Articles;
• Replace the Articles at no cost to Customer; or
• Refund Customer's purchase price.

Customer must return non-conforming articles to Integrated Automation Parts, along with acceptable proof of purchase in accordance with Inspection, Acceptance, and Return of articles provisions in these terms and conditions. 

Integrated Automation Parts HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

Integrated Automation Parts EXPRESSLY AND SPECIFICALLY DISCLAIMS WARRANTY OF GOOD TITLE. 

Integrated Automation Parts MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE ARTICLE INFORMATION, AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE ARTICLE INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Integrated Automation Parts RECOMMENDS THAT CUSTOMER VALIDATE ANY ARTICLE INFORMATION BEFORE USING OR ACTING ON SUCH INFORMATION.

Limitation of Liability

Integrated Automation Parts 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 Integrated Automation Parts for any direct damages will not exceed the price of the article at issue. 

Integrated Automation Parts is not liable, and the 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 Integrated Automation Parts 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.

Indemnification

The customer agrees to defend, hold harmless and indemnify Integrated Automation Parts, 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

Integrated Automation Parts is not liable for use of articles in any way, including use as intended by the original manufacturer. Integrated Automation Parts 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 the customer uses or sells the articles, they acknowledge that such use or sale is at their own risk. The customer will indemnify, defend and hold harmless Integrated Automation Parts from and against any and all liabilities and costs arising out of or in connection with such use or sale. Integrated Automation Parts 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.

Integrated Automation Parts 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, the customer will indemnify, defend and hold harmless Integrated Automation Parts from and against any and all liabilities and costs arising out of or in connection with such defect.

Compliance

The customer acknowledges that all international orders will be processed through Integrated Automation Parts’ 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 Integrated Automation Parts’ End User Certificate may result in Order delay or cancellation at Integrated Automation Parts’ discretion.  End User Certificate information that cannot reasonably be ascertained or is not necessary to fulfilling Integrated Automation Parts’ particular compliance obligations may be waived at Integrated Automation Parts’ discretion. ASAP INDUSTRIALS 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 Integrated Automation Parts remain in full effect at any time of cancellation.

The customer affirms that all articles will be used in compliance with U.S. laws.  The customer affirms 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 ensures 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 Integrated Automation Parts and agrees to hold harmless Integrated Automation Parts for any violations of laws or regulations committed by Customer or its agents.

Disputes

Any claim, dispute, or controversy between the customer and Integrated Automation Parts relating in any way to the use of Integrated Automation Parts’ websites, the terms of this agreement, orders conducted by Integrated Automation Parts, or articles distributed or serviced by Integrated Automation Parts 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 by Integrated Automation Parts. Integrated Automation Parts 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.

Jurisdiction

All agreements made by Integrated Automation Parts 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 Integrated Automation Parts’ headquarters. Both parties agree to be subject to the personal jurisdiction and venue of that court.

General

• The laws of the State of California will exclusively govern any dispute between Integrated Automation Parts and the customer without regard to any conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply to any transaction between Integrated Automation Parts and the customer.
• The customer may not assign orders without the prior written consent of Integrated Automation Parts. These terms and conditions are binding on all successors and assigns.
• Integrated Automation Parts and the customer are separate, independent business entities and agree that orders subject to these terms and conditions do not establish a joint venture of partnership.
• Statements or advice (technical or otherwise) if given free of charge, are an accommodation to the customer and therefore Integrated Automation Parts has no responsibility or liability for the content or use of such statements or advice. Integrated Automation Parts EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO SUCH STATEMENTS OR ADVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DUTY TO WARN, AND NON-INFRINGEMENT.
• The failure of Integrated Automation Parts to object to any document, communication, or act of customer will not be deemed a waiver of any of these terms and conditions. 
• The unenforceability of any provision of these terms and conditions will not affect the remainder of the terms and conditions.
• Articles, including software and other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights, and/or user licenses.
• The customer and Integrated Automation Parts will comply with applicable laws and regulations.
• The sale of articles and the agreement of orders are made expressly conditional upon the acceptance of these terms and conditions. No amendments or additions to the terms and conditions of the transaction will be accepted unless they are in writing and signed by authorized representatives of Integrated Automation Parts and the customer. Preprinted terms and conditions on any customer document and/or the failure of Integrated Automation Parts to object to conflicting or additional terms will not alter, diminish, or modify the provisions of these terms and conditions, and any such conflict of terms are hereby deemed to be resolved in favor of the Integrated Automation Parts terms and conditions.